BYLAWS
OF GERMAN AMERICAN BANCORP
(RESTATED AS OF MARCH 14,1989)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meetings. Annual meetings of the shareholders of
the Corporation shall be held at such hour and at such place within or without
the State of Indiana as shall be designated by the Board of Directors.
Section 1.2. Special Meetings. Special meetings of the shareholders of
the Corporation may be called at any time by the Board of Directors or the
President and shall be called by the Board of Directors if the Secretary
receives written, dated, and signed demands for a special meeting, describing in
reasonable detail the purpose or purposes for which it is to be held, from the
holders of shares representing at least 25 percent of all votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting. If
the Secretary receives one or more proper written demands for a special meeting
of shareholders, the Board of Directors may set a record date for determining
shareholders entitled to make such demand. The Board of Directors or the
President, as the case may be, calling a special meeting of shareholders shall
set the date, time, and place of such meeting, which may be held within or
without the State of Indiana.
Section 1.3. Notices. A written notice, stating the date, time and
place of any meeting of the shareholders, and in the case of a special meeting
the purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting no fewer than 10
nor more than 60 days before the date of the meeting, or as otherwise provided
by the Corporation Law. In the event of a special meeting of shareholders
required to be called as the result of a demand therefore made by shareholders,
such notice shall be given no later than the sixtieth day after the
Corporation's receipt of the demand requiring the meeting to be called. Notice
of shareholders' meetings, if mailed, shall be mailed, postage prepaid, to each
shareholder at his address shown in the Corporation's current record of
shareholders.
A shareholder or his proxy may at any time waive notice of a meeting if the
waiver is in writing and is delivered to the Corporation for inclusion in the
minutes or filing with the Corporation's records. A shareholder's attendance at
a meeting, whether in person or by proxy, (a) waives objection to lack of notice
or defective notice of the meeting, unless the shareholders or his proxy at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (b) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder or his proxy objects to considering the
matter when it is presented. Each shareholder who has in the manner above
provided waived notice or objection to notice of the shareholders' meeting shall
be conclusively presumed to have been given due notice of such meeting,
including the purpose or purposes thereof.
Exhibit 3.2
If an annual or special shareholders' meeting is adjourned to a different
date, time or place, notice need not be given of the new date, time or place if
the new date, time or place is announced at the meeting before adjournment,
unless a new record date is or must be established for the adjourned meeting.
Section 1.4. Voting. Except as otherwise provided by the Corporation
Law or the Corporation's Articles of Incorporation, each capital share of any
class of the Corporation that is outstanding at the record date and represented
in person or by proxy at the annual or special meeting shall entitle the record
holder thereof, or his proxy, to one vote on each matter voted on at the
meeting.
Section 1.5. Quorum. Unless the Corporation's Articles of Incorporation
or the Corporation Law provide otherwise, at all meetings of shareholders a
majority of the votes entitled to be cast on a matter, represented in person or
by proxy, constitutes a quorum for action on the matter. Action may be taken at
a shareholders' meeting only on matters with respect to which a quorum exists;
provided, however, that any meeting of shareholders, including annual and
special meetings and any adjournments thereof, may be adjourned to a later date
although less than a quorum is present. Once a share is represented for any
purpose at a meeting, it is deemed present for any quorum purposes for the
remainder of the meeting and for any meeting held pursuant to an adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.
Section 1.6. Vote Required to Take Action. If a quorum exists as to a
matter to be considered at a meeting of shareholders, action on such matter
(other than the election of Directors) is approved if the votes properly cast
favoring the action exceed the votes properly cast opposing the action, unless
the Corporation's Articles of Incorporation or the Corporation Law requires a
greater number of affirmative votes. Directors shall be elected by a plurality
of the votes properly cast.
Section 1.7. Record Date. Only such persons shall be entitled to
notice of or to vote, in person or by proxy, at any shareholders' meeting as
shall appear as shareholders upon the books of the Corporation as of such record
date as the Board of Directors shall determine, which date may not be earlier
than the date 70 days immediately preceding the meeting unless otherwise
permitted by the Corporation Law. In the absence of such determination, the
record date shall be the fiftieth day immediately preceding the date of such
meeting. Unless otherwise provided by the Board of Directors, shareholders
shall be determined as of the close of business on the record date.
Section 1.8. Proxies. A shareholder may vote his shares either in
person or by proxy. A shareholder may appoint a proxy to vote or otherwise act
for the shareholder (including authorizing the proxy to receive, or to waive,
notice of any shareholders' meetings within the effective period of such proxy)
by signing an appointment form, either personally or by the shareholder's
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate votes and is
effective for 11 months unless a longer period is expressly provided in the
appointment form. The proxy's authority may be limited to a particular meeting
or may be general and authorize the proxy to represent the shareholder at any
meeting of shareholders held within the time provided in the appointment form.
Subject to the Corporation Law and to any express limitation on the proxy's
authority appearing on the face of the appointment form, the Corporation is
entitled to accept the proxy's vote or other action as that of the shareholder
making the appointment.
ARTICLE II
Directors
Section 2.1. Number and Term. The business of the Corporation shall be
managed by a Board of Directors consisting of at least 9 Directors and no more
than 12 Directors. The exact number of Directors of the Corporation shall be
fixed by the Board of Directors within the range established by the preceding
sentence, and may be changed within that range from time to time by the Board
of Directors. The Directors shall be divided into two equal (or as nearly equal
as possible) classes with only one class of Directors being elected at any
annual meeting. The term of each class of Directors elected shall be two years.
Despite the expiration of a Director's term, the Director shall continue to
serve until his successor is elected and qualified, or until the earlier of his
death, resignation, disqualification, or removal, or until there is a decrease
in the number of Directors. No Director shall be elected after reaching the age
of 65 years, unless such Director for the year preceding his election has (a)
worked an average of 30 hours per week in his principal occupation, and (b)
resided in the State of Indiana for nine months. No Director shall be elected
after reaching the age of 69 years. Vacancies caused by an increase in the
number of Directors shall be apportioned so as to make the classes as nearly
equal as possible. The Directors and each of them shall have no authority to
bind the Corporation except when acting as a Board or as a committee established
by the Board and granted authority to bind the Corporation.
Section 2.2. Quorum and Vote Required to Take Action. A majority of
the members of the Board of Directors (the size of which shall be determined in
accordance with the latest action of the Board of Directors fixing the number of
Directors) shall be necessary to constitute a quorum for the transaction of any
business, except the filling of vacancies. If a quorum is present when a vote
is taken, the affirmative vote of a majority of the Directors present shall be
the act of the Board of Directors, unless the act of a greater number is
required by the Corporation Law, the Corporation's Articles of Incorporation or
these Bylaws.
Section 2.3. Annual and Regular Meetings. The Board of Directors shall
meet annually, without notice, on the same day as the annual meeting of the
shareholders, for the purpose of transacting such business as properly may come
before the meeting. Other regular meetings of the Board of Directors, in
addition to said annual meeting, shall be held on such dates, at such times, and
at such places as shall be fixed by resolution adopted by the Board of Directors
or otherwise communicated to the Directors. The Board of Directors may at any
time alter the date for the next regular meeting of the Board of Directors.
Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be called by the President or by a majority of the Board of
Directors upon not less than 24 hours' notice given to each Director of the
date, time and place of the meeting, which notice need not specify the purpose
or purposes of the special meeting. Such notice may be communicated in person
(either in writing or orally), by telephone, telegraph, teletype or other form
of wire or wireless communication or by mail, and shall be effective at the
earlier of the time of its receipt or, if mailed, five days after its mailing.
Notice of any meeting of the Board may be waived in writing at any time if the
waiver is signed by the Director entitled to the notice and is filed with the
minutes of Corporate records. A Director's attendance at or participation in a
meeting waives any required notice to the Director of the meeting, unless the
Director at the beginning of the meeting (or promptly upon the Director's
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
Section 2.5. Written Consents. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced
by one or more written consents describing the action taken, signed by each
Director, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this Section 2.5 is effective
when the last Director signs the consent, unless the consent specifies a
different prior or subsequent effective date, in which case the action is
effective on or as of the specified date. A consent signed under this Section
2.5 has the effect of a meeting vote and may be described as such in any
document.
Section 2.6. Participation by Conference Telephone. The Board of
Directors may permit any or all Directors to participate in a regular or special
meeting by, or through the use of, any means of communication, such as
conference telephone, by which all Directors participating may simultaneously
hear each other during the meeting. A Director participating in a meeting by
such means shall be deemed to be present in person at the meeting.
Section 2.7. Committees.
(a) The Board of Directors may create one or more committees and appoint
members of the Board of Directors to serve on them, by resolution of the Board
of Directors adopted by a majority of all the Directors in office when the
resolution is adopted. Each committee may have one or more members, and all the
members of a committee shall serve at the pleasure of the Board of Directors.
(b) To the extent specified by the Board of Directors in the resolutions
creating a committee, each committee may exercise all of the authority of the
Board of Directors; provided, however, that a committee may not:
(1) authorize dividends or other distributions as defined by the
Corporation Law, except a committee may authorize or approve a reacquisition of
shares if done according to a formula or method prescribed by the Board of
Directors;
(2) approve or propose to shareholders action that is required to be
approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its
committees;
(4) amend the Corporation's Articles of Incorporation;
(5) adopt, amend, repeal or waive any provision of these Bylaws; or
(6) approve a plan of merger not requiring shareholder approval.
(c) Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.2 through 2.6 of these Bylaws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements, and telephone participation in meetings of the Board of Directors,
apply to the committee and its members as well.
ARTICLE III
Officers
Section 3.1. Designation, Selection and Terms. The officers of the
Corporation shall consist of the Chairman of the Board, the President and the
Secretary. The Board of Directors may also elect Vice Presidents, Assistant
Secretaries and such other officers or assistant officers as it may from time to
time determine by resolution creating the office and defining the duties
thereof. In defining the duties of officers, the Board of Directors may
designate a chief executive officer, a chief operating officer, a chief
administrative officer, a chief financial officer, a chief accounting officer or
similar functional titles. The officers of the Corporation shall be elected by
the Board of Directors and need not be selected from among the members of the
Board of Directors, except for the Chairman of the Board, who shall be a member
of the Board of Directors. Any two or more offices may be held by the same
person. All officers shall serve at the pleasure of the Board of Directors.
The election or appointment of an officer does not itself create contract
rights.
Section 3.2. Removal. The Board of Directors may remove any officer at
any time with or without cause, except that a two-thirds affirmative vote of all
other members of said Board shall be required to remove the Chairman of the
Board and/or the President. Vacancies in such offices, however occurring, may
be filled by the Board of Directors at any meeting of the Board of Directors,
except that two-thirds affirmative vote of all remaining members of said Board
shall be required to fill any vacancy created by the removal of the Chairman of
the Board and/or the President.
Section 3.3. Chairman of the Board. The Chairman of the Board shall be
selected from among the members of the Board of Directors. He shall preside at
all meetings of the shareholders and the Board of Directors at which he shall be
present, and shall perform the duties and have the powers of the President in
his absence or in the event of the inability or refusal of the President to act.
The Chairman of the Board shall serve the Corporation in such other capacities
and perform such other duties as are incident to his office or may from time to
time be delegated to him by the Board of Directors or defined in these Bylaws.
Section 3.4. President. The President shall have and may exercise all
of the powers and duties as are incident to his office or may from time to time
be delegated to him by the Board of Directors or defined in these Bylaws.
Section 3.5. Secretary. The Secretary shall be the custodian of the
books, papers and records of the Corporation and of its corporate seal, if any,
and shall be responsible for seeing that the Corporation maintains the records
required by the Corporation Law (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by the Corporation Law. The Secretary shall be responsible for preparing
minutes of the meetings of the shareholders and of the Board of Directors and
for authenticating records of the Corporation, and he shall perform all of the
other duties usual in the office of the Secretary of a Corporation.
ARTICLE IV
Indemnification of Officers,
Directors and Other Eligible Persons
Section 4.1. General. To the extent not inconsistent with applicable
law, every Eligible Person shall be indemnified by the Corporation against all
Liability and reasonable Expense that may be incurred by him in connection with
or resulting from any Claim:
(a) if such Eligible Person is Wholly Successful with respect to the
Claim, or
(b) if not Wholly Successful, then if such Eligible Person is determined,
as provided in either Section 4.3(a) or 4.3(b) of this Article IV, to have:
(1) conducted himself in good faith; and
(2) reasonably believed:
(i) in the case of conduct in his official capacity with the
Corporation, that his conduct was in its best interest; and
(ii) in all other cases, that his conduct was at least not
opposed to its best interest; and
(3) in the case of any criminal proceeding, either:
(i) had reasonable cause to believe his conduct was lawful; or
(ii) had no reasonable cause to believe his conduct was unlawful.
The termination of any Claim, by judgment, order, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that an Eligible
Person did not meet the standards of conduct set forth in clause (b) of this
Section 4.1. The actions of an Eligible Person with respect to an employee
benefit plan subject the Employee Retirement Income Security Act of 1974 shall
be deemed to have been taken in what the Eligible Person reasonably believed to
be the best interests of the Corporation or at least not opposed to its best
interests if the Eligible Person reasonable believed he was acting in conformity
with the requirements of such Act or he reasonable believed his actions to be in
the interests of the participants in or beneficiaries of the plan.
Section 4.2. Definitions.
(a) The term `Claim'' as used in this Article IV shall include every
pending, threatened, or completed claim, action, suit, or proceeding and all
appeals thereof (whether brought by or in the right of this Corporation or any
other corporation or otherwise), civil, criminal, administrative, or
investigative, formal or informal, in which an Eligible Person may become
involved, as a party or otherwise: (i) by reason of his being or having been an
Eligible Person, or (ii) by reason of any action taken or not taken by him in
his capacity as an Eligible Person, whether or not he continued in such capacity
at the time such Liability or Expense shall have been incurred.
(b) The term `Eligible Person'' as used in this Article IV shall mean
every person (and the estate, heirs and personal representatives of such 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,
agent, or fiduciary of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other organization or entity,
whether for profit or not. An Eligible Person shall also be considered to have
been serving an employee benefit plan at the request of the Corporation if his
duties to the Corporation also imposed duties on, or otherwise involved services
by, him to the plan or to participants in or beneficiaries of the plan.
(c) The terms `Liability'' and ``Expense'' as used in this Article IV
shall include, but shall not be limited to, counsel fees and disbursements and
amounts of judgments, fines, or penalties against (including excise taxes
assessed with respect to an employee benefit plan), and amounts paid in
settlement by or on behalf of, and Eligible Person.
(d) The term `Wholly Successful'' as used in this Article IV shall mean
(i) termination of any Claim against the Eligible Person in question without any
finding of liability or guilt against him, (ii) approval by a court, with
knowledge of the indemnity herein provided, of a settlement of any Claim, or
(iii) the expiration of a reasonable period of time after making or threatened
making of any Claim without the institution of the same, without any payment or
promise made to induce a settlement.
Section 4.3. Procedure.
(a) Every Eligible Person claiming indemnification hereunder (other than
one who has been Wholly Successful with respect to any Claim) shall be entitled
to indemnification (i) if special independent legal counsel, which may be
regular counsel of the Corporation or other disinterested person or persons, in
either case selected by the Board of Directors, whether or not a disinterested
quorum exists (such counsel or person or persons being hereinafter called the
`Referee''), shall deliver to the Corporation a written finding that such
Eligible Person has met the standards of conduct set forth in clause (b) of
Section 4.1, and (ii) if the Board of Directors, acting upon such written
finding, so determines. The Board of Directors shall, if an Eligible Person is
found to be entitled to indemnification pursuant to the preceding sentence, also
determine the reasonableness of the Eligible Person's Expenses. The Eligible
Person claiming indemnification shall, if requested, appear before the Referee,
answer questions that the Referee deems relevant, and shall be given ample
opportunity to present to the Referee evidence upon which he relies for
indemnification. The Corporation shall, at the request of the Referee, make
available facts, opinions or other evidence in any way relevant to the Referee's
finding that are within the possession or control of the Corporation.
(b) If an Eligible Person claiming indemnification pursuant to Section
4.3(a) of this Article IV is found not to be entitled thereto, or if the Board
of Directors fails to select a Referee under Section 4.3(a) within a reasonable
amount of time following a written request of an Eligible Person for the
selection of a Referee, or if the Referee or the Board of Directors fails to
make a determination under Section 4.3(a) within a reasonable amount of time
following the selection of a Referee, the Eligible Person may apply for
indemnification with respect to a Claim to a court of competent jurisdiction,
including a court in which the Claim is pending against the Eligible Person. On
receipt of an application, the Court, after giving notice to the Corporation and
giving the Corporation ample opportunity to present to the court any information
or evidence relating to the claim for indemnification that the Corporation deems
appropriate, may order indemnification if it determines that the Eligible Person
is entitled to indemnification with respect to the Claim because such Eligible
Person met the standards of conduct set forth in clause (b) of Section 4.1 of
this Article IV. If the court determines that the Eligible Person is entitled
to indemnification, the court shall also determine the reasonableness of the
Eligible Person's Expenses.
Section 4.4. Nonexclusive Rights. The right of indemnification provided
in this Article IV shall be in addition to any rights to which any Eligible
Person may otherwise be entitled. Irrespective of the provisions of this
Article IV, the Board of Directors may, at any time and from time to time, (a)
approve indemnification of any Eligible Person to the full extent permitted by
the provisions of applicable law at the time in effect, whether on account of
past or future transactions, and (b) authorize the Corporation to purchase and
maintain insurance on behalf of any Eligible Person 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.
Section 4.5. Expenses. Expenses incurred by an Eligible Person with
respect to any Claim may be advanced by the Corporation (by action of the Board
of Directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of any undertaking by or on behalf of the
recipient to repay such amount unless he is determined to be entitled to
indemnification.
Section 4.6. Contract. The provisions of this Article IV shall be deemed
to be a contract between the Corporation and each Eligible Person, and an
Eligible Person's rights hereunder with respect to a Claim shall not be
diminished or otherwise adversely affected by any repeal, amendment, or
modification of this Article IV that occurs subsequent to the date of any action
taken or not taken by reason of which such Eligible Person becomes involved in a
Claim.
Section 4.7. Effective Date. The provisions of this Article IV shall be
applicable to Claims made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
ARTICLE V
Checks
All checks, drafts, or other orders for payment of money shall be signed in
the name of the Corporation by such officers or persons as shall be designated
from time to time by resolution adopted by the Board of Directors and included
in the minute book of the Corporation.
ARTICLE VI
Loans
Such of the officers of the Corporation as shall be designated from time to
time by any resolution adopted by the Board of Directors and included in the
minute book of the Corporation shall have the power, with such limitations
thereon as may be fixed by the Board of Directors, to borrow money in the
Corporation's behalf, to establish credit, to discount bills and papers, to
pledge collateral, and to execute such notices, bonds, debentures, or other
evidences of indebtedness, and such mortgages, trust indentures, and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.
ARTICLE VII
Execution of Documents
The Chairman of the Board, the President or any officer designated by
either of them, may, in the Corporation's name, sign all deeds, leases,
contracts or similar documents that may be authorized by the Board of Directors
unless otherwise directed by the Board of Directors or otherwise provided herein
or in the Corporation's Restated Articles of Incorporation, or as otherwise
required by law.
ARTICLE VIII
Shares
Section 8.1. Execution. Certificates for capital shares of the
Corporation shall be signed by the President and the Secretary or by two
officers designated from time to time by the Board of Directors and the seal of
the Corporation (or a facsimile thereof), if any, may be thereto affixed. Where
any such certificate is also signed by a transfer agent or a registrar, or both,
the signatures of the officers of the Corporation may be facsimiles. The
Corporation may issue and deliver any such certificate notwithstanding that any
such officer who shall have signed, or whose facsimile signature shall have been
imprinted on, such certificate shall have ceased to be such officer.
Section 8.2. Contents. Each certificate shall state on its face the
name of the Corporation and that it is organized under the laws of the State of
Indiana, the name of the person to whom it is issued, and the number and class
and the designation of the series, if any, of shares the certificate represents,
and, whenever the Corporation is authorized to issue more than one class of
shares or different series within a class, each certificate issued after the
effectiveness of such authorization shall further state conspicuously on its
front or back that the Corporation will furnish the shareholder, upon his
written request and without charge, a summary of the designations, relative
rights, preferences and limitations applicable to each class and series and the
authority of the Board of Directors to determine variations in rights,
preferences and limitations for future series.
Section 8.3. Transfers. Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder thereof in
person or by duly authorized attorney, on payment of all taxes thereon and
surrender for cancellation of the certificate or certificates for such shares
(except as hereinafter provided in the case of loss, destruction or mutilation
of certificates) properly endorsed by the holder thereof or accompanied by the
proper evidence of succession, assignment or authority to transfer and delivered
to the Secretary or an Assistant Secretary.
Section 8.4. Share Transfer Records. There shall be entered upon the
share records of the Corporation the number of each certificate issued; the name
and address of the registered holder of such certificate; the number, kind and
class or series of shares represented by such certificate; the date of issue;
whether the shares are originally issued or transferred; the registered holder
from whom transferred; and such other information as is commonly required to be
shown by such records. The share records of the Corporation shall be kept at
its principal office, unless the Corporation appoints a transfer agent or
registrar, in which case the Corporation shall keep at its principal office a
complete and accurate shareholders' list giving the name and addresses of all
shareholders and the number and class of shares held by each. If a transfer
agent is appointed by the Corporation, shareholders shall give written notice of
any changes in their addresses from time to time to the transfer agent.
Section 8.5. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars and may require
each share certificate to bear the signature of either or both.
Section 8.6. Loss, Destruction or Mutilation of Certificates. The
holder of any of the shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate therefore,
and the Board of Directors may, in its discretion, cause to be issued to him a
new certificate or certificates of shares upon the surrender of the mutilated
certificate or, in the case of loss or destruction, upon satisfactory proof of
such loss or destruction. The Board of Directors may, in its discretion,
require the holder of the lost or destroyed certificate or his legal
representative to give the Corporation a bond in such sum and in such form, and
with such surety or sureties as it may direct, to indemnify the Corporation, its
transfer agents and its registrars, if any, against any claim that may be made
against them or any of them with respect to the shares represented by the
certificate or certificates alleged to have been lost or destroyed, but the
Board of Directors may, in its discretion, refuse to issue a new certificate or
certificates, save upon the order of a court having jurisdiction in such
matters.
Section 8.7. Form of Certificates. The form of the certificates for
shares of the Corporation shall conform to the requirements of Section 8.2 of
these Bylaws and be in such printed form as shall from time to time be approved
by resolution of the Board of Directors.
ARTICLE IX
Seal
The corporate seal of the Corporation shall, if the Corporation elects to
have one, be in the form of a disc, with the name of the Corporation on the
periphery thereof and the word `SEAL'' in the center.
ARTICLE X
Miscellaneous
Section 10.1. Corporation Law. The provisions of the Corporation Law, as
it may from time to time be amended, applicable to all matters relevant to, but
not specifically covered by, these Bylaws are hereby, by reference, incorporated
in and made a part of these Bylaws. The term `Corporation Law'' as used in
these Bylaws means the Indiana Business Corporation Law, as amended from time to
time.
Section 10.2. Fiscal Year. The fiscal year of the Corporation shall end
on the thirty-first day of December of each year.
Section 10.3. Control Share Acquisition and Business Combination Chapters.
(a) The provisions of I.C. 23-1-42 of the Corporation Law are applicable to
the Corporation as of and after March 14, 1989. The provisions of I.C. 23-1-43
of the Corporation Law are not applicable to the Corporation.
(b) In the event (i) that no acquiring person statement complying with I.C.
23-1-42-6 has been delivered to the Corporation with respect to a control share
acquisition on or before the date of mailing a notice of redemption of control
shares pursuant to Section 10.3(c), or (ii) that control shares are not accorded
full voting rights by the shareholders pursuant to I.C. 23-1-42-9, the
Corporation shall have the power, at its option, to redeem any or all control
shares at the fair value thereof, in accordance with the time and other
requirements specified by I.C. 23-1-42-10 and this Section 10.3. `Fair Value''
for purposes of the preceding sentence shall be deemed to be equal to the fair
market value per share of the class or series of which the control shares are
part immediately prior to the first public announcement of the intent or plan of
the acquiring person to make a control share acquisition (`Announcement
Date'). Such fair market value shall be determined by (i) the highest reported
closing sale price during the thirty-day period immediately preceding the
Announcement Date if such shares are listed on a securities exchange registered
under the Securities Exchange Act of 1934 or if closing sales prices are
reported on the National Market of the National Association of Securities
Dealers, Inc. Automatic Quotation System (`NASDAQ''), or any similar system of
automated dissemination of quotations of securities prices then in common use,
or (ii) if such shares are not listed on any such exchange or such closing sales
prices are not reported on the National Market, the highest closing bid
quotation with respect to such shares during the thirty-day period immediately
preceding the Announcement Date as reported on NASDAQ or any similar system then
in use, or (iii) if no such quotations are available, the fair market value of
such shares immediately prior to the Announcement Date as determined by the
Board of Directors in good faith by such other reasonable method as the Board of
Directors of the Corporation shall, in its discretion, select and apply.
(c) In case the Corporation shall desire to exercise its right to redeem
control shares pursuant to Section 10.3(b), notice of such redemption shall be
given to the holders of the control shares to be redeemed by mailing to such
holders, within the time period, if any, specified by I.C. 23-1-42-10, a notice
of such redemption by first class mail, postage prepaid, not less than thirty
(30) days prior to the redemption date, to their last addresses as they shall
appear upon the stock transfer records of the Corporation. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the holder receives the notice, as of the date of
mailing of the notice. In any case, failure to give due notice by mail to the
holder of any control share, or any defect in such notice, shall not affect the
validity of the proceedings for the redemption of any other control share. Each
such notice shall specify the redemption date, the number of control shares to
be redeemed held by such holder, the place of redemption and the redemptive
price at which the control shares are to be redeemed. Such notice shall further
state that payment of the redemption price will be made upon presentation and
surrender of the certificate(s) representing the control shares (with such
instruments of transfer and other assurances as the Corporation may reasonably
request) and that from and after the redemption date such holder shall have no
rights with respect to such control shares (including no rights to vote or to
receive distributions in respect thereof with respect to matters for which the
record date shall fall on or after the redemption date) except the right to
receive the redemption price (without interest) upon compliance with the
procedures specified by this Section 10.3.
(d) The Board of Directors may by resolution specify such other procedures
as may in its discretion be deemed necessary or advisable for the purpose of
implementing this Section 10.3 and is hereby empowered to determine, on the
basis of the information known to it, all matters with respect to which a
determination is required under I.C. 23-1-42 in connection with redemption of
control shares.
(e) Terms used in this Section 10.3 not otherwise defined shall, unless the
context otherwise requires, have the meanings assigned to them by I.C. 23-1-42.
Section 10.4. Definition of Articles of Incorporation. The term
`Articles of Incorporation'' as used in these Bylaws means the Articles of
Incorporation of the Corporation, as amended and restated from time to time.
Section 10.5. Amendments. These Bylaws may be rescinded, changed or
amended, and provisions hereof may be waived, at any annual, regular or special
meeting of the Board of Directors by the affirmative vote of a majority of the
number of Directors then in office, except as otherwise required by the