Exhibit 3(ii)
Bylaws, as amended
ARTICLE I
SECTION 1.1. REGISTERED OFFICE
The registered office shall be established and maintained as
prescribed in the Certificate of Incorporation of the
Corporation.
SECTION 1.2. OTHER OFFICES
The corporation may have other offices, either within or
outside of the State of Delaware, at such place or places as
the Board of Directors may from time to time appoint or the
business of the corporation may require.
ARTICLE II
SECTION 2.1. PLACE OF MEETINGS
All meetings of the stockholders for the election of
directors shall be held in the City of Rockford, State of
Illinois, at such place as may be fixed from time to time by
the Board of Directors, or at such other place either within
or without the State of Illinois as shall be designated from
time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Illinois, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice
thereof.
SECTION 2.2. ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders for the election of
directors and for such other business as may be stated in
the notice of the meeting shall be held, in each year,
commencing in 1999, by the third Wednesday following January
2 at 10:00 A.M., local time, or such other date and time as
shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.
SECTION 2.3. VOTING
Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation and in accordance
with the provisions of these bylaws shall, except as
otherwise provided by the Certificate of Incorporation, be
entitled to one vote, in person or by proxy, for each share
of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless
such proxy provides for a longer period.
SECTION 2.4. LIST OF STOCKHOLDERS
The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present.
SECTION 2.5. QUORUM
The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business
may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 2.6. SPECIAL MEETINGS
Special meetings of the stockholders for any proper purpose
or purposes may be called by the Board of Directors or by
the Chairman of the Board of Directors, and shall be called
upon a request in writing therefore stating the purpose or
purposes thereof signed by the holders of two-thirds of the
outstanding shares of Common Stock of the Corporation.
SECTION 2.7. NOTICE OF MEETINGS
Except as otherwise provided by law, written notice, stating
the place, date and time of the meeting, and the general
nature of the business to be considered, shall be given to
each stockholder entitled to vote thereat at his address as
it appears on the records of the corporation either
personally or by mail, not less than ten nor more than sixty
days before the date of the meeting. If mailed, such notice
shall be deemed to be given at the time when the same shall
be deposited in the United States mail. No business other
than that stated in the notice shall be transacted at any
meeting without the unanimous consent of all the
stockholders entitled to vote thereat.
SECTION 2.8. NOMINATIONS FOR DIRECTOR
Nominations for election to the Board of Directors may be
made by the Board of Directors or by any stockholder
entitled to vote for the election of directors. Nominations
other than those made by the Board of Directors shall be
made by notice in writing, delivered or mailed by registered
or certified United States mail, return receipt requested,
postage prepaid, to the Secretary of the Corporation, not
less than 20 days nor more than 50 days prior to any meeting
of stockholders called for the election of directors;
provided, however, if less than 21 days' notice of the
meeting is given to stockholders, such written notice shall
be delivered or mailed, as prescribed, not later than the
close of business on the seventh day following the day on
which the notice of meeting was mailed to the stockholders.
Each such written notice shall contain the following
information: (a) The name and residence address of the
stockholder making the nomination; (b) Such information
regarding each nominee as would have been required to be
included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had the
nominee been nominated by the Board of Directors; and (c)
The signed consent of each nominee to serve as a member of
the Board of Directors if elected, and the signed agreement
of each nominee that if elected he or she will be guided by
the philosophy and concepts of human and industrial
association of the Corporation as expressed in its
Constitution in connection with the nominee's service as a
member of the Board of Directors.
Unless otherwise determined by the Chairman of the Board of
Directors or by a majority of the directors then in office,
any nomination which is not made in accordance with the
foregoing procedure shall be defective, and any votes which
may be cast for the defective nominee shall be disregarded.
ARTICLE III
SECTION 3.1. GENERAL POWERS
The business and affairs of the corporation shall be managed
by or under the direction of its Board of Directors. The
Board of Directors shall exercise all of the powers of the
corporation except such as are by law, or by the Certificate
of Incorporation of the corporation or by these bylaws
conferred upon or reserved to the stockholders.
SECTION 3.2. NUMBER AND TERM
The Board of Directors shall be divided into three classes,
Class I, Class II and Class III, which shall be as nearly
equal in number as possible. The number of directors which
shall constitute the whole Board of Directors shall be ten,
consisting of three Class I directors, four Class II
directors, and three Class III directors. Except as provided
in Section 3.4 hereof, each director shall serve for a term
ending on the date of the third annual meeting of
stockholders following the annual meeting at which such
director was elected; provided, however, that each initial
director in Class I shall hold office until the annual
meeting of stockholders next ensuing, each initial director
in Class II shall hold office until the annual meeting of
stockholders one year thereafter, and each initial director
in Class III shall hold office until the annual meeting of
stockholders two years thereafter. If the number of
directors is changed, any increase or decrease shall be
apportioned among the three classes so as to maintain the
number of directors in each class as nearly equal as
possible. In no case will a decrease in the number of
directors shorten the term of any incumbent director.
SECTION 3.3. VACANCIES
Vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized
number of directors shall be filled by a majority of the
directors then in office, although less than a quorum, or by
the sole remaining director. Except as provided in Section
3.4 hereof, any director elected to fill a vacancy shall
hold office for the remaining term of the class in which the
vacancy shall have occurred or shall have been created.
SECTION 3.4. QUALIFICATIONS
Unless otherwise determined by the Board of Directors, the
term of any director shall end on September 30th next
following said director's seventieth birthday. No person may
serve as a director unless such person agrees in writing
that in connection with such service he or she will be
guided by the philosophy and concepts of human and
industrial association of the corporation as expressed in
its Constitution.
SECTION 3.5. DIRECTOR EMERITUS
Any director who requests that he be appointed a director
emeritus and any director who is not re-elected by the
stockholders may, with the approval of the Board of
Directors, be a director emeritus until the next annual
meeting of the Board of Directors. A director emeritus may
attend directors' meetings and counsel the directors but
will not be a member of the Board of Directors and will not
have the voting rights of a director.
SECTION 3.6. INCREASE OR DECREASE OF NUMBER
The number of directors may be increased or decreased from
time to time by amendment of these bylaws.
SECTION 3.7. REMOVAL
Any director or the entire Board of Directors may be removed
from office at any time, but only for cause and only by the
affirmative vote of the holders of two-thirds of the
outstanding shares of Common Stock of the Corporation.
SECTION 3.8. REGULAR MEETINGS
The first regular meeting of each newly elected Board of
Directors shall be held immediately after, and at the same
place as, the Annual Meeting of Stockholders. Thereafter
regular meetings of the Board of Directors shall be held at
such times as the Board of Directors may from time to time
establish. Regular meetings shall be held at the corporate
office at 5001 North Second Street, Rockford, Illinois
unless otherwise noted by prior written notice. Regular
meetings of the Board of Directors will be held without
other notice than this bylaw. Any such regular meeting other
than the first regular meeting may be cancelled by the
person or persons authorized to call special meetings of the
Board of Directors. Any such cancellation shall be
accomplished by giving notice in accordance with Section
3.11 of these bylaws.
SECTION 3.9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by
or at the request of the Chairman of the Board of Directors
or any two directors. The person or persons authorized to
call special meetings of the Board of Directors may fix the
place of any meeting called by such person or persons.
SECTION 3.10. MINIMUM SCHEDULE OF MEETINGS
During each calendar quarter, the Board of Directors shall
conduct at least one meeting. Each regular meeting and each
special meeting shall be regarded as one meeting. For the
purposes of this Section 3.10, action without meeting
pursuant to Section 3.15 of these bylaws shall not be
regarded as a meeting.
SECTION 3.11. NOTICE
Notice of any special meeting or the cancellation of any
regular meeting shall be given to each director by letter
delivered at least two days before the meeting, or by
telegram delivered at least one day before the meeting, or
by such shorter telephone or other notice as the person or
persons calling or canceling the meeting may deem
appropriate in the circumstances. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope with postage thereon
prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to
the telegraph company. Neither the business to be transacted
at nor the purpose of any special meeting need be specified
in the notice thereof.
SECTION 3.12. PRESIDING OFFICER
Meetings of the stockholders and the Board of Directors
shall be presided over by the Chairman of the Board of
Directors, or if he is not present, by the Vice Chairman of
the Board of Directors, or if he is not present, by the
President, or if he is not present, by a Vice President, or
if neither the Chairman of the Board of Directors, nor the
Vice Chairman of the Board of Directors, nor the President,
nor a Vice President is present, then by a presiding officer
to be chosen by a majority of the directors present.
SECTION 3.13. QUORUM
A majority of the directors shall constitute a quorum for
the transaction of business, and the act of a majority of
the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute. If at any
meeting of the board there shall be less than a quorum
present, a majority of these present may adjourn the meeting
from time to time until a quorum is obtained, and no further
notice thereof need be given other than by announcement at
the meeting which shall be so adjourned.
SECTION 3.14. COMPENSATION
The Board of Directors shall have authority to fix the
compensation of all directors and directors emeritus. By
resolution of the Board of Directors expenses of attendance,
if any, may be allowed for attendance by each director and
director emeritus at each regular or special meeting of the
Board of Directors. Nothing herein shall be construed to
preclude any director or director emeritus from serving the
corporation in any other capacity and receiving compensation
therefor.
SECTION 3.15. ACTION WITHOUT MEETING
Any action required or permitted to be taken at any meeting
of the Board of Directors, may be taken without a meeting if
all members of the board consent thereto in writing, and the
writing or writings are filed with the minutes of
proceedings of the board.
SECTION 3.16. MEETINGS BY CONFERENCE TELEPHONE
Members of the Board of Directors may participate in a
meeting of such board by means of conference telephone or
similar communications equipment by means of which all
persons participating in the meeting can hear each other,
and participation in such meetings shall constitute presence
in person at such meeting.
ARTICLE IV
SECTION 4.1. COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors shall designate an Executive
Committee, an Audit Committee, a Compensation Committee, a
Selection Committee, a Management Operations Committee, and
a Stock Option Committee, each of which shall have and may
exercise the powers and authority of the Board of Directors
to the extent hereinafter provided. The Board of Directors
may designate one or more additional committees of the Board
of Directors with such powers and authority as shall be
specified in the resolution of the Board of Directors. Each
committee shall consist of such number of directors not less
than two as shall be determined from time to time by
resolution of the Board of Directors. The Chairman of the
Board of Directors shall be ex-officio a member of all
committees of the Board of Directors other than the Audit
Committee and the Stock Option Committee, and he shall be
chairman of the Executive Committee. All actions of the
Board of Directors designating committees, or electing or
removing members of such committees, shall be taken by a
resolution passed by a majority of the whole Board of
Directors. Each committee shall keep a written record of all
action taken by it. All action taken by a committee shall be
reported to the Board of Directors at its meeting next
succeeding such action and shall be subject to approval and
revision by the Board of Directors, provided that no legal
rights of third parties shall be affected by such revisions
and in no event shall the Board of Directors take any action
with respect to the Stock Option Committee which would cause
the 1996 Long-Term Incentive Compensation Plan as amended
from time to time (the "Long-Term Incentive Plan") to fail
to comply with Rule 16b-3 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or cause the members
of the Stock Option Committee not to qualify as
"disinterested persons" under said Rule 16b-3.
SECTION 4.2. ELECTION OF COMMITTEE MEMBERS
The members of each committee shall be elected by the Board
of Directors and shall serve until the first meeting of the
Board of Directors after the annual meeting of stockholders
and until their successors are elected and qualified or
until their earlier resignation or removal. The Board of
Directors may designate the chairman of each committee other
than the Executive Committee and may designate one or more
directors as alternate members of any committee who may
replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a
member and all alternate members who may serve in the place
and stead of such member, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum,
may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such
absent or disqualified member.
SECTION 4.3. COMMITTEE RULES AND PROCEDURES
The Chairman of the Board of Directors, the chairman of any
committee, or a majority of the members of any committee,
may call a meeting of that committee. Unless the Board of
Directors otherwise provides, each committee may make, alter
and repeal rules and procedures for the conduct of its
business. In the absence of such rules and procedures, each
committee shall conduct its business in the same manner as
the Board of Directors conducts its business pursuant to
Article III of these bylaws, except that a quorum of the
Management Operations Committee for the transaction of
business shall consist of one member so long as such
committee consists of two members.
SECTION 4.4. EXECUTIVE COMMITTEE
During the intervals between meetings of the Board of
Directors, the Executive Committee shall have and may
exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of
the corporation upon any matter which in the opinion of the
Chairman of the Board of Directors should not be postponed
until the next previously scheduled meeting of the Board of
Directors. The Executive Committee shall have the power and
authority to declare cash dividends. Notwithstanding the
foregoing, as provided by law the Executive Committee shall
not have power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of
the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending these bylaws.
SECTION 4.5. AUDIT COMMITTEE
The Audit Committee shall have the power to recommend to the
Board of Directors the selection and engagement of
independent accountants to audit the books and accounts of
the corporation and the discharge of the independent
accountants. The Audit Committee shall review the scope and
approach of the annual audit as recommended by the
independent accountants, the scope and approach of internal
audits of the corporation, the system of internal accounting
controls of the corporation, and shall review the reports to
the Audit Committee of the independent accountants and the
internal auditors.
SECTION 4.6. COMPENSATION COMMITTEE
The Compensation Committee shall have the power to recommend
to the Board of Directors the compensation of the officers
and key personnel of the corporation.
SECTION 4.7. SELECTION COMMITTEE
The Selection Committee shall have the power to recommend to
the Board of Directors candidates for election to the Board
of Directors.
SECTION 4.8. MANAGEMENT OPERATIONS COMMITTEE
The Management Operations Committee shall have the power to
authorize and approve such routine matters arising in the
ordinary course of business of the corporation as the Board
of Directors shall establish from time to time by
resolution. The Management Operations Committee shall have
no power or authority to declare cash dividends and shall
have no power denied to the Executive Committee in Section
4.4 hereof.
SECTION 4.9. STOCK OPTION COMMITTEE
The Stock Option Committee shall have the power to
administer the Corporation's Long-Term Incentive Plan in
accordance with the terms of the Long-Term Incentive Plan,
and to make all determinations and to take all such actions
in connection therewith or in relation thereto as it deems
necessary or advisable, including the granting of all
incentives to eligible working members in accordance with
the terms of the Long-Term Incentive Plan.
ARTICLE V
SECTION 5.1. OFFICERS
The officers of the corporation shall be a Chairman of the
Board of Directors, a President, one or more Vice Presidents
(the number thereof to be determined by the Board of
Directors), a Treasurer and a Secretary, all of whom shall
be elected by the Board of Directors. In addition, the Board
of Directors may elect a Vice Chairman of the Board of
Directors and one or more Assistant Treasurers and Assistant
Secretaries.
SECTION 5.2. OTHER OFFICERS AND AGENTS
The Board of Directors may appoint such other officers and
agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time
by the Board.
SECTION 5.3. QUALIFICATIONS
Except for the Chairman of the Board of Directors, and
unless otherwise determined by the Board of Directors, each
officer of the corporation shall be under the age of 65 at
the time of election. None of the officers of the
corporation, except the Chairman of the Board of Directors
and the Vice Chairman of the Board of Directors, need be a
Director.
SECTION 5.4. ELECTION AND TERM OF OFFICE
The officers of the corporation shall be elected annually by
the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of shareholders. If
the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as
conveniently may be. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors.
Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in
the manner hereinafter provided.
SECTION 5.5. REMOVAL
Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever
in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed.
SECTION 5.6. CHAIRMAN
The Chairman of the Board of Directors shall be elected from
among the members of the Board of Directors. He shall be
the chief executive officer of the corporation, and he shall
have general supervision of the business affairs and
property of the corporation and over its several officers,
subject, however, to the control of the Board of Directors.
He shall, subject to the direction and control of the Board
of Directors, be its representative and medium of
communication; he shall, to the best of his ability, see
that the acts of the officers conform to the policies of the
corporation as determined by the Board of Directors, and
shall perform such duties as may from time to time be
assigned to him by the Board of Directors.
SECTION 5.7. VICE CHAIRMAN
The Board of Directors may from time to time elect a Vice
Chairman of the Board of Directors. Such Vice Chairman shall
be a director and shall serve as Vice Chairman until his
term of office as director concludes, or until his successor
as Vice Chairman shall have been elected and qualified,
whichever event shall first occur. The Vice Chairman shall
perform the duties and exercise all the powers of the
Chairman of the Board of Directors, when, and for so long as
the Chairman of the Board of Directors so directs in
writing. The Vice Chairman shall perform such other duties
as may from time to time be assigned to him by the Board of
Directors.
SECTION 5.8. PRESIDENT
The President shall be the chief operating officer of the
corporation.
SECTION 5.9. VICE PRESIDENTS
Each Vice President shall have such duties and powers as
shall be assigned to him or her by the President or by the
Board of Directors.
SECTION 5.10. TREASURER
If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of
Directors shall determine. He shall: (a) have charge and
custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for monies due
and payable to the corporation from any source whatsoever,
and deposit all such monies in the name of the corporation
in such banks, trust companies, or other depositories as
shall be selected by the Board of Directors; and (b) in
general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
SECTION 5.11. SECRETARY
The Secretary shall: (a) keep the minutes of the meetings of
the stockholders and of the Board of Directors in one or
more books provided for the purpose; (b) see that all
notices are duly given in accordance with the provisions of
these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all
certificates for shares prior to the issue thereof and to
all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance
with the provisions of these bylaws; (d) keep a register of
the post office address of each stockholder which shall be
furnished to the secretary by such stockholder; (e) sign
with the Chairman or Vice Chairman of the Board of
Directors, the President, or a Vice President, certificates
for shares of the corporation, the issue of which shall have
been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the
corporation; (g) in general perform all duties incident to
the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the
Board of Directors.
SECTION 5.12. ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES
The Assistant Treasurers shall respectively, if required by
the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The
Assistant Secretaries, as thereunto authorized by the Board
of Directors, may sign with the Chairman or Vice Chairman of
the Board of Directors, the President or a Vice President
certificates for shares of the corporation, the issue of
which shall have been authorized by a resolution of the
Board of Directors. The Assistant Treasurers and Assistant
Secretaries, in general, shall perform such duties as shall
be assigned to them by the Treasurer or the Secretary
respectively, or by the President or the Board of Directors.
SECTION 5.13. SALARIES
The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact
that he is also a director of the corporation.
ARTICLE VI
SECTION 6.1. CERTIFICATES OF STOCK
Every holder of stock in the corporation shall be entitled
to have a certificate signed by, or in the name of the
corporation, by the Chairman or the Vice Chairman of the
Board of Directors, or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the
corporation. Any of or all the signatures on the certificate
and the seal of the corporation if one be used may be a
facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is
issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent, or
registrar at the date of issue.
SECTION 6.2. TRANSFER OF STOCK
Transfer of shares of the corporation shall be made only on
the books of the corporation by the registered holder
thereof, by his attorney thereunto authorized, by power of
attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the
certificate for such shares properly endorsed and with all
taxes thereon paid. The person in whose name shares stand on
the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation.
However, if any transfer of shares is made only for the
purpose of furnishing collateral security and such fact is
made known to the Secretary of the corporation, or to the
corporation's transfer clerk or transfer agent, the entry of
the transfer shall record such fact.
SECTION 6.3. TRANSFER AGENT AND REGISTRAR
The Board of Directors may appoint one or more transfer
agents and registrars, and thereafter it may require all
stock certificates to bear the signature of a transfer agent
and a registrar or a facsimile thereof.
SECTION 6.4. RULES OF TRANSFER
The Board of Directors shall have the power and authority to
make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of
certificates for the shares of the corporation.
SECTION 6.5. LOST CERTIFICATE
Any person claiming a certificate for shares of the
corporation to have been lost, stolen, or destroyed shall
make an affidavit of the fact and lodge such affidavit with
the Secretary of the corporation, accompanied by a signed
application for a new certificate. Any such person shall
give the corporation a bond of indemnity with one or more
sureties satisfactory to the Board of Directors and in an
amount which in its judgment, shall be sufficient to save
the corporation from loss, and thereupon, the proper
officers may cause to be issued a new certificate of like
tenor with the one alleged to have been lost, stolen, or
destroyed, but the Board of Directors may refuse the
issuance of such new certificate.
SECTION 6.6. DIVIDENDS
Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds
legally available therefor, at any regular or special
meeting, declare dividends upon the capital stock of the
corporation as and when it deems expedient. Before declaring
any dividend there may be set apart out of any funds of the
corporation available for dividends, such sum or sums as the
directors from time to time in their discretion deem proper
for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other
purposes as the directors shall deem conducive to the
interests of the corporation.
ARTICLE VII
SECTION 7.1.
(a)The corporation shall indemnify, subject to the
requirements of subsection (d) of this Section, any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of
the corporation), by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines, penalties,
taxes and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b)The corporation shall indemnify, subject to the
requirements of subsection (d) of this Section, any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director,
officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other
court shall deem proper.
(c)To the extent that a director, officer, employee or
agent of the corporation, or a director, officer, employee,
fiduciary or agent of any other enterprise serving at the
request of the corporation, has been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this
Section, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d)Any indemnification under subsections (a) and (b) of
this Section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee, fiduciary or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this
Section. Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion,
or (3) by the stockholders.
(e)Expenses (including attorney's fees) incurred by a
director, officer, employee, fiduciary or agent in defending
any civil, criminal, administrative or investigative action,
suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the
director, officer, employee, fiduciary or agent to repay
such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as
authorized in this Section.
(f)The indemnification and advancement of expenses
provided by, or granted pursuant to the other subsections of
this Section shall not limit the corporation from providing
any other indemnification permitted by law nor shall it be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding such office.
(g)The provisions of this Section shall be applicable to
all actions, suits or proceedings pending at the time or
commenced after the adoption of this Section, whether
arising from acts or omissions to act occurring, or based on
claims asserted, before or after the adoption of this
Section. A finding that any provision of this Section is
invalid or of limited application shall not affect any other
provision of this Section nor shall a finding that any
portion of any provision of this Section is invalid or of
limited application affect the balance of such provision.
The adoption of this Section shall not impair the rights any
person may have had under Article XII of the bylaws of
Woodward Governor Company, an Illinois corporation, so that
if such person is not entitled to the benefit of the
provisions of this Section with respect to any action, suit
or proceeding, he shall continue to be entitled to the
benefit of the provisions of Article XII of the bylaws of
Woodward Governor Company, an Illinois corporation, with
respect to such action, suit or proceeding.
(h)The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would
have the power to indemnify him against such liability under
the provisions of this Section.
(i)For the purposes of this Section, references to Othe
corporationO shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer,
employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(j)The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
ARTICLE VIII
SECTION 8.1. CONTRACTS
The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general
or confined to specific instances.
SECTION 8.2. LOANS
No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific
instances.
SECTION 8.3. CHECKS
All checks, drafts, or other orders for payment of money,
notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or
officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 8.4. DEPOSITS
All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the
Board of Directors may select.
ARTICLE IX
SECTION 9.1. SEAL
The corporate seal of the corporation shall be circular in
form and shall contain the name of the corporation and the
words: ORockford, Illinois. Incorporated June 1902.O Said
seal may be used by causing it or a facsimile thereof to be
impressed, affixed, or reproduced.
SECTION 9.2. FISCAL YEAR
The fiscal year of the corporation shall commence on the
first day of October and shall end of the thirtieth day of
September in each year.
SECTION 9.3. RESIGNATIONS
Any director or officer may resign at any time. Such
resignation shall be made in writing and shall take effect
at the time specified therein, and if no time be specified,
at the time of its receipt by the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the
President, or the Secretary. The acceptance of a resignation
shall not be necessary to make it effective.
SECTION 9.4. WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of
Incorporation or of these bylaws, a written waiver thereof,
signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be
deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors or members of a
committee of directors need be specified in any written
waiver of notice.
ARTICLE X
SECTION 10.1. BYLAW AMENDMENTS
The Board of Directors shall have concurrent power with the
stockholders to adopt, amend or repeal these bylaws;
provided, however, that (i) these bylaws shall not be
adopted, amended or repealed by the stockholders except by
the affirmative vote of the holders of two-thirds of the
outstanding shares of Common Stock of the Corporation, and
(ii) no bylaw may be adopted by the stockholders which shall
impair or impede the power of the Board of Directors under
paragraph A of Article SEVENTH of the Certificate of
Incorporation of the Corporation.