EXHIBIT 3(ii)
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ARTICLE I
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SECTION 1. NAME. The name of the corporation is Lakeland Financial
Corporation ("Corporation").
SECTION 2. PRINCIPAL OFFICE OF THE RESIDENT AGENT. The post-office
address of the principal office of the Corporation is 202 East Center Street,
Warsaw, Indiana 46580, and the name and post-office address of its Resident
Agent in charge of such office is R. Douglas Grant, 202 East Center Street,
Warsaw, Indiana 46580.
SECTION 3. SEAL. The seal of the Corporation shall be circular in form
and mounted upon a metal die, suitable for impressing the same upon paper.
About the upper periphery of the seal shall appear the words "Lakeland
Financial Corporation" and about the lower periphery thereof the word
"Indiana". In the center of the seal shall appear the word "Seal".
ARTICLE II
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The fiscal year of the Corporation shall begin each year on the first day
of January and end on the last day of December of the same year.
ARTICLE III
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CAPITAL STOCK
SECTION 1. NUMBER OF SHARES AND CLASSES OF CAPITAL STOCK. The total
number of shares of capital stock which the Corporation shall have authority
to issue shall be as stated in the Articles of Incorporation.
SECTION 2. CONSIDERATION FOR NO PAR VALUE SHARES. The shares of stock of
the Corporation without par value shall be issued or sold in such manner and
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for such amount of consideration as may be fixed from time to time by the
Board of Directors. Upon payment of the consideration fixed by the Board of
Directors, such shares of stock shall be fully paid and nonassessable.
SECTION 3. CONSIDERATION FOR TREASURY SHARES. Treasury shares may be
disposed of by the Corporation for such consideration as may be determined
from time to time by the Board of Directors.
SECTION 4. PAYMENT FOR SHARES. The consideration for the issuance of
shares of capital stock of the Corporation may be paid, in whole or in part,
in money, in other property, tangible or intangible, or in labor actually
performed for, or services actually rendered to the Corporation; provided,
however, that the part of the surplus of the Corporation which is transferred
to stated capital upon the issuance of share as a share dividend shall be
deemed to be the consideration for the issuance of such shares. When payment
of the consideration for which a share was authorized to be issued shall have
been received by the Corporation, or when surplus shall have been transferred
to stated capital upon the issuance of a share dividend, such share shall be
declared and taken to be fully paid and not liable to any further call or
assessment, and the holder thereof shall not be liable for any further
payments thereon. In the absence of actual fraud in the transaction, the
judgment of the Board of Directors as to the value of such property, labor or
services received as consideration, or the value placed by the Board of
Directors upon the corporate assets in the event of a share dividend, shall be
conclusive. Promissory notes, uncertified checks, or future services shall not
be accepted in payment or part payment of the capital stock of the
Corporation, except as permitted by The Indiana Business Corporation Law.
SECTION 5. CERTIFICATE FOR SHARES. Each holder of capital stock of the
Corporation shall be entitled to a stock certificate, signed by the President
or a Vice President and the Secretary or any Assistant Secretary of the
Corporation, stating the name of the registered holder, the number of shares
represented by such certificate, the par value of each share of stock or that
such shares of stock are without par value, and that such shares are fully
paid and nonassessable. If such shares are not fully paid, the certificates
shall be legibly stamped to indicate the percent which has been paid, and as
further payments are made, the certificate shall be stamped accordingly.
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If the Corporation is authorized to issue shares of more than one class,
every certificate shall state the kind and class of shares represented
thereby, and the relative rights, interests, preferences and restrictions of
such class, or a summary thereof; provided, that such statement may be omitted
from the certificate if it shall be set forth upon the face or back of the
certificate that such statement, in full, will be furnished by the Corporation
to any shareholder upon written request and without charge.
SECTION 6. FACSIMILE SIGNATURES. If a certificate is countersigned by the
written signature of a transfer agent other than the Corporation or its
employee, the signatures of the officers of the Corporation may be facsimiles.
If a certificate is countersigned by the written signature of a registrar
other than the Corporation or its employee, the signatures of the transfer
agent and the officers of the Corporation may be facsimiles. 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 its issue.
SECTION 7. TRANSFER OF SHARES. The shares of capital stock of the
Corporation shall be transferable only on the books of the Corporation upon
surrender of the certificate or certificates representing the same, properly
endorsed by the registered holder or by his duly authorized attorney or
accompanied by proper evidence of succession, assignment or authority to
transfer.
SECTION 8. CANCELLATION. Every certificate surrendered to the Corporation
for exchange or transfer shall be canceled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so canceled, except in cases
provided for in Section 10 of this Article III.
SECTION 9. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent and a registrar for each class of capital stock of
the Corporation and may require all certificates representing such shares to
bear the signature of such transfer agent and registrar. Shareholders shall be
responsible for notifying the transfer agent and registrar for the class of
stock held by such shareholder in writing of any changes in their addresses
from time to time, and failure so to do shall relieve the Corporation, its
shareholders, directors, officers, transfer agent and registrar of liability
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for failure to direct notices, dividends, or other documents or property to an
address other than the one appearing upon the records of the transfer agent
and registrar of the Corporation.
SECTION 10. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
cause a new certificate or certificates to be issued in place of any
certificate or certificates therefore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates,
the Corporation may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum and in such form as it may direct to indemnify
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed or the issuance of
such new certificate. The Corporation, in its discretion, may authorize the
issuance of such new certificates without any bond when in its judgment it is
proper to do so.
SECTION 11. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of such shares to receive dividends, to vote as such owner, to hold liable for
calls and assessments, and to treat as owner in all other respects, and shall
not be bound to recognize any equitable or other claims to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Indiana.
SECTION 12. OPTIONS TO OFFICERS AND EMPLOYEES. The issuance, including
the consideration, of rights or options to directors, officers or employees of
the Corporation, and not to the shareholders generally, to purchase from the
Corporation shares of its capital stock shall be approved by the affirmative
vote of the holders of a majority of the shares entitled to vote thereon or
shall be authorized by and consistent with a plan approved by such a vote of
the shareholders. The price to be received for any shares having a par value,
other than treasury shares to be issued upon the exercise of such rights or
options, shall not be less than the par value thereof.
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ARTICLE IV
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MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of shareholders of the Corporation
shall be held at such place, within or without the State of Indiana, as may
from time to time be designated by the Board of Directors, or as may be
specified in the notices or waivers of notice of such meetings.
SECTION 2. ANNUAL MEETING. The annual meeting of shareholders for the
election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the second Tuesday of April
of each year, if such day is not a holiday, and if a holiday, then on the
first following day that is not a holiday, or in lieu of such day may be held
on such other day as the Board of Directors may set by resolution, but not
later than the end of the fifth month following the close of the fiscal year
of the Corporation. Failure to hold the annual meeting at the designated time
shall not work any forfeiture or a dissolution of the Corporation, and shall
not affect otherwise valid corporate acts.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Board of Directors or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing
of shareholders holding of record not less than one-fourth of all the shares
outstanding and entitled by the Articles of Incorporation to vote on the
business for which the meeting is being called.
SECTION 4. NOTICE OF MEETINGS. A written or printed notice, stating the
place, day and hour of the meeting, and in case of a special meeting, or when
required by any other provision of The Indiana Business Corporation Law, or of
the Articles of Incorporation, as now or hereafter amended, or these By-Laws,
the purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Secretary, or by the officers or persons calling the meeting, to
each shareholder of record entitled by the Articles of Incorporation, as now
or hereafter amended, and by The Indiana Business Corporation Law to vote at
such meeting, at such address as appears upon the records of the Corporation,
at least ten (10) days before the date of the meeting. Notice of any such
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meeting may be waived in writing by any shareholder, if the waiver sets forth
in reasonable detail the purpose or purposes for which the meeting is called,
and the time and place thereof. Attendance at any meeting in person, or by
proxy, shall constitute a waiver of notice of such meeting. Each shareholder,
who has in the manner above provided waived notice of a shareholders' meeting,
or who personally attends a shareholders' meeting, or is presented thereat by
a proxy authorized to appear by an instrument of proxy, shall be conclusively
presumed to have been given due notice of such meeting. Notice of any
adjourned meeting of stockholders shall not be required to be given if the
time and place thereof are announced at the meeting at which the adjournment
is taken, except as may be expressly required by law.
SECTION 5. ADDRESSES OF SHAREHOLDERS. The address of any shareholder
appearing upon the records of the Corporation shall be deemed to be the latest
address of such shareholder appearing on the records maintained by the
Transfer Agent for the class of stock held by such shareholder.
SECTION 6. VOTING AT MEETINGS.
(a) QUORUM. The holders of record of a majority of the issued and
outstanding stock of the Corporation entitled to vote at such meeting, present
in person or by proxy, shall constitute a quorum at all meetings of
stockholders for the transaction of business, except where otherwise provided
by law, the Articles of Incorporation or these By-Laws. In the absence of a
quorum, any officer entitled to preside at, or act as secretary of, such
meeting shall have the power to adjourn the meeting from time to time until a
quorum shall be constituted. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the original meeting, but only those stockholders entitled to
vote at the original meeting shall be entitled to vote at any adjournment or
adjournments thereof unless a new record date is fixed by the Board of
Directors for the adjourned meeting.
(b) VOTING RIGHTS. Except as otherwise provided by law or by the
provisions of the Articles of Incorporation, every shareholder shall have the
right at every shareholders' meeting to one vote for each share of stock
having voting power, registered in his name on the books of the Corporation on
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the date for the determination of shareholders entitled to vote, on all
matters coming before the meeting including the election of directors. At any
meeting of the shareholders, every shareholder having the right to vote shall
be entitled to vote in person, or by proxy executed in writing by the
shareholder or a duly authorized attorney in fact and bearing a date not more
than eleven months prior to its execution, unless a longer time is expressly
provided therein.
(c) REQUIRED VOTE. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of The Indiana
Business Corporation Law or of the Articles of Incorporation or by these
By-Laws, a greater vote is required, in which case such express provision
shall govern and control the decision of such question.
SECTION 7. VOTING LIST. The Transfer Agent of the Corporation shall make,
at least five days before each election of directors, a complete list of the
shareholders entitled by the Articles of Incorporation, as now or hereafter
amended, to vote at such election, arranged in alphabetical order, with the
address and number of shares so entitled to vote held by each, which list
shall be on file at the principal office of the Corporation and subject to
inspection by any shareholder. Such list shall be produced and kept open at
the time and place of election and subject to the inspection by any
shareholder. The original stock register or transfer book, or a duplicate
thereof kept in the State of Indiana, shall be the only evidence as to who are
the shareholders entitled to examine such list or the stock ledger or transfer
book or to vote at any meeting of the shareholders.
SECTION 8. FIXING OF RECORD DATE TO DETERMINE SHAREHOLDERS ENTITLED TO
VOTE. The Board of Directors may prescribe a period not exceeding 50 days
prior to meetings of the shareholders, during which no transfer of stock on
the books of the Corporation may be made; or, in lieu of prohibiting the
transfer for stock may fix a day and hour not more than 50 days prior to the
holding of any meeting of shareholders as the time as of which shareholders
entitled to notice of, and to vote at, such meeting shall be determined, and
all persons who are holders of record of voting stock at such time, and no
others, shall be entitled to notice of, and to vote at, such meeting. In the
absence of such a determination, such date shall be 10 days prior to the date
of such meeting.
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SECTION 9. NOMINATIONS FOR DIRECTOR. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholder
of any outstanding class of capital stock of the Corporation entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the Corporation entitled to vote for the election of directors.
Nominations, other than those made by or on behalf of the existing management
of the Corporation, shall be made in writing and shall be delivered or mailed
to the president of the Corporation not less than 10 days nor more than 50
days prior to any meeting of shareholders called for the election of
directors. Such notification shall contain the following information to the
extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c)
the total number of shares of capital stock of the Corporation that will be
voted for each proposed nominee; (d) the name and residence address of the
notifying shareholder; and (e) the number of shares of capital stock of the
Corporation owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his discretion, be disregarded by the chairman of
the meeting, and upon his instructions, the vote tellers may disregard all
votes cast for each such nominee.
SECTION 10. MEETINGS. The Chairman of the Board of Directors shall
preside at each meeting of shareholders. In the absence of the Chairman, the
meeting shall be chaired by an officer of the corporation in accordance with
the following order: President, Executive Vice President, Senior Vice
President and Vice President. In the absence of all such officers, the meeting
shall be chaired by a person chosen by the vote of a majority in interest of
the shareholders present in person or represented by proxy and entitled to
vote thereat, shall act as chairman. The Secretary or in his or her absence an
Assistant Secretary or in the absence of the Secretary and all Assistant
Secretaries a person whom the chairman of the meeting shall appoint shall act
as secretary of the meeting and keep a record of the proceedings thereof. The
Board of Directors of the Company shall be entitled to make such rules or
regulations for the conduct of meetings of shareholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including
without limitation, establishing an agenda or order of business for the
meeting, rules and procedures for maintaining order at the meeting and the
safety of those present, limitations or participation in such meeting to
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shareholders of record of the Company and their duly authorized and
constituted proxies, and such other persons as the Chairman shall permit
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comment by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless determined
otherwise by the Board of Directors or the chairman of the meeting, meetings
of shareholders shall not be required to be held in accordance with rules of
parliamentary procedure.
ARTICLE V
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BOARD OF DIRECTORS
SECTION 1. ELECTION, NUMBER AND TERM OF OFFICE. Directors shall be
elected at the annual meeting of shareholders, or, if not so elected, at a
special meeting of shareholders called for that purpose, by the holders of the
shares of stock entitled by the Articles of Incorporation to elect Directors.
The number of Directors of the Corporation to be elected by the holders
of the shares of stock entitled by the Articles of Incorporation to elect
directors, shall be established by the affirmative vote at least 75% in number
of the directors holding office at the time of such determination. Absent such
determination, the number of directors shall be ten (10).
SECTION 2. VACANCIES.
(a) Any vacancies occurring in the Board of Directors caused by death,
resignation, disqualification, removal from office, or otherwise (other than
as provided in subsection (b) of this Section 2), shall be filled by a
majority vote of the remaining directors. Any director so appointed shall hold
office for the unexpired term of the director who is being replaced and until
his successor is elected and has qualified, or until his earlier death,
resignation, disqualification or removal from office.
(b) In the event of an increase in the number of directors pursuant to
the provisions in Section 1 of this Article V, a new directorship shall be
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assigned to the classes in such a manner as to maintain, to the extent
possible, in equal number in each of the classes. These directorships shall
then be filled by a majority vote of the members of the Board of Directors
prior to the filling of any such vacancies, to hold office for the remainder
of the term of the class to which these new directorships have been
designated.
(c) At the discretion of the Board of Directors, any vacancy referred to
in subsection (a) or (b) hereof may be filled by the vote of the shareholders
entitled to vote thereon at a special meeting called for that purpose.
(d) No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director.
SECTION 3. ANNUAL MEETING OF DIRECTORS. The Board of Directors shall meet
each year immediately after the annual meeting of the shareholders, at the
place where such meeting of the shareholders has been held either within or
without the State of Indiana, for the purpose of organization, election of
officers, and consideration of any other business that may properly come
before the meeting. No notice of any kind to either old or new members of the
Board of Directors for such annual meeting shall be necessary.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times and places, either within or without the State of
Indiana, as may be fixed by the Directors. Such regular meetings of the Board
of Directors may be held without notice or upon such notice as may be fixed by
the Directors.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or by not less than
a majority of the members of the Board of Directors. Notice of the time and
place, either within or without the State of Indiana, of a special meeting
shall be served upon or telephoned to each Director at least twenty-four
hours, or mailed, telegraphed or cabled to each Director at his usual place of
business or residence at least forty-eight hours, prior to the time of the
meeting. Directors, in lieu of such notice, may sign a written waiver of
notice either before the time of the meeting, at the meeting or after the
meeting. Attendance by a director in person at any such special meeting shall
constitute a waiver of notice.
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SECTION 6. QUORUM. A majority of the actual number of Directors elected
and qualified, from time to time, shall be necessary to constitute a quorum
for the transaction of any business except the filling of vacancies, and the
act of a majority of the Directors present at the meeting, at which a quorum
is present, shall be the act of the Board of Directors, unless the act of a
greater number is required by The Indiana Business Corporation Law, by the
Articles of Incorporation, or by these By-Laws. A Director, who is present at
a meeting of the Board of Directors, at which action on any corporate matter
is taken, shall be conclusively presumed to have assented to the action taken,
unless (a) his dissent shall be affirmatively stated by him at and before the
adjournment of such meeting (in which event the fact of such dissent shall be
entered by the secretary of the meeting in the minutes of the meeting), or (b)
he shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. The right of
dissent provided for by either clause (a) or clause (b) of the immediately
preceding sentence shall not be available, in respect of any matter acted upon
at any meeting, to a Director who voted at the meeting in favor of such matter
and did not change his vote prior to the time that the result of the vote on
such matter was announced by the chairman of such meeting.
SECTION 7. CONSENT ACTION BY DIRECTORS. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if prior to such action a written
consent to such action is signed by all members of the Board of Directors or
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.
SECTION 8. REMOVAL OF DIRECTORS.
(a) Except as otherwise provided for herein, a director may be removed or
suspended from the Board of Directors only with cause as determined by the
procedures established herein.
(b) Cause for removal or suspension shall include action or failure to
act on the part of the director in question which results in (i) a violation
of law, rule, regulation or order, or a breach of the director's fiduciary
duty, or with respect to the Corporation's banking subsidiary, involves an
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unsafe or unsound banking practice, and (ii) the Corporation or any of its
subsidiaries has suffered substantial damage or the director has received
financial gain from such action or omission.
(c) A determination that a director should be removed or suspended for
cause shall be made only upon the affirmative vote of at least a majority in
number of the members of the Board of Directors entitled to vote thereon. Any
director whose removal is being considered and any other director who
knowingly was involved in the action or omission giving rise to the removal or
suspension proceeding, shall not be entitled to vote on the question of
removal or suspension.
(d) The director whose removal or suspension is being considered shall be
given written notice from the Board of Directors of the basis alleged to give
rise to the cause for removal or suspension and of the day, time, and place
where a hearing will be held at which the director will have the opportunity
to respond. The hearing shall be held not less than ten (10) days and not more
than thirty (30) days after notice has been sent to the director; provided,
that, upon the written request of the director, the date of the hearing may be
extended beyond the thirty (30) day period, in which case the director shall
be suspended from serving on the Board of Directors for the period from the
original date of the hearing to the rescheduled date.
(e) At the hearing, a representative designated by the Board of Directors
shall present the basis for the removal or suspension as well as any other
evidence in support thereof, whether documentary, testimonial or otherwise.
This representative may be a member of the Board of Directors (in which case
he shall not be entitled to vote upon the removal of the director), an officer
of the Corporation or any other third party, who in any case shall have no
interest in the actions or omissions to act giving rise to the proceeding.
After the representative has made his presentation, the director shall have
the opportunity to present evidence, whether documentary, testimonial or
otherwise, refuting the basis for the removal or suspension proceeding. The
representative and the director shall have the opportunity to cross-examine
any witnesses for the other side, to present rebuttal testimony, and to
present summary statements.
(f) After the presentation of all evidence, the Board of Directors shall
vote on the issue and shall notify the director of the results in writing. If
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the vote is to remove the director, the Board of Directors, upon written
request from the director, shall, within ten (10) days, present a written
report setting forth the Board of Directors' findings of fact and conclusions.
(g) The director shall be entitled to be represented by counsel.
(h) Notwithstanding anything herein to the contrary, (i) any and all
members of the Board of Directors may be removed, with or without cause, at a
meeting of shareholders called expressly for that purpose by a vote of the
holders of not less than two-thirds of the outstanding shares of stock
entitled to votes at that meeting, excluding any shares held by holders of 10%
or more of the outstanding common stock, and (ii) any director shall
immediately cease being a director when he no longer satisfies the
qualifications set by Article VII, Section 3 of the Corporation's Articles of
Incorporation.
SECTION 9. DIVIDENDS. The Board of Directors shall have power, subject to
any restrictions contained in The Indiana Business Corporation Law or in the
Articles of Incorporation and out of funds legally available therefor, to
declare and pay dividends upon the outstanding capital stock of the
Corporation as and when they deem expedient. Before declaring any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time in
their absolute discretion deem proper for working capital, or as a reserve or
reserves to meet contingencies or for such other purposes as the Board of
Directors shall deem conductive to the interests of the Corporation and the
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.
SECTION 10. FIXING OF RECORD DATE TO DETERMINE SHAREHOLDERS ENTITLED TO
RECEIVE CORPORATE BENEFITS. The Board of Directors may fix a day and hour not
exceeding 50 days preceding the date fixed for payment of any dividend or for
the delivery of evidence of rights, or for the distribution of other corporate
benefits, or for a determination of shareholders for any other purpose, as a
record time for the determination of the shareholders entitled to receive any
such dividend, rights or distribution, and in such case only shareholders of
record at the time so fixed shall be entitled to receive such dividend, rights
or distribution. If no record date is fixed for the determination of
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shareholders entitled to receive payment of a dividend, the end of the day on
which the resolution of the Board of Directors declaring such dividend is
adopted shall be the record date for such determination.
SECTION 11. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation or any corporation in which this
Corporation owns a majority of the capital stock shall be valid and binding,
notwithstanding the directors or officers of this Corporation are identical or
that some or all of the directors or officers, or both, are also directors or
officers of such other corporation.
Any contract or other transaction between the Corporation and one or more
of its directors or members or employees, or between the Corporation and any
firm of which one or more of its directors are members or employees or in
which they are interested, or between the Corporation and any corporation or
association of which one or more of its directors are stockholders, members,
directors, officers, or employees or in which they are interested, shall be
valid for all purposes, notwithstanding the presence of such director of
directors at the meeting of the Board of Directors of the Corporation which
acts upon, or in reference to, such contract or transaction and
notwithstanding his or their participation in such action, if the fact of such
interest shall be disclosed or known to the Board of Directors and the Board
of Directors shall authorize, approve and ratify such contract or transaction
by a vote of a majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary to carry such
vote. This Section shall not be construed to invalidate any contact or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.
SECTION 12. COMMITTEES. The Board of Directors may, by resolution adopted
by a majority of the actual number of Directors elected and qualified, from
time to time, designate from among its members an executive committee and one
or more other committees, each of which, to the extent provided in the
resolution, the Articles of Incorporation, or these By-Laws, may exercise all
of the authority of the Board of Directors of the Corporation, including, but
not limited to, the authority to issue and sell or approve any contract to
issue and sell, securities or shares of the Corporation or designate the terms
of a series of a class of securities or shares of the Corporation. The terms
which may be affixed by each such committee include, but are not limited to,
the price, dividend rate, and provisions of redemption, a sinking fund,
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conversion, voting, or preferential rights or other features of securities or
class or series of a class of shares. Each such committee may have full power
to adopt a final resolution which sets forth those terms and to authorize a
statement of such terms to be filed with the Secretary of State. However, no
such committee has the authority to declare dividends or distributions, amend
the Articles of Incorporation or the By-Laws, approve a plan of merger or
consolidation even if such plan does not require shareholder approval, reduce
earned or capital surplus, authorize or approve the reacquisition of shares
unless pursuant to a general formula or method specified by the Board of
Directors, or recommend to the shareholders voluntary dissolution of the
Corporation or a revocation thereof. No member of any such committee shall
continue to be a member thereof after he ceases to be a Director of the
Corporation. The calling and holding of meetings of any such committee and its
method of procedure shall be determined by the Board of Directors. A member of
the Board of Directors shall not be liable for any action taken by any such
committee if he is not a member of that committee and has acted in good faith
and in a manner he reasonably believes is in the best interest of the
Corporation.
ARTICLE VI
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OFFICERS
SECTION 1. PRINCIPAL OFFICERS. The principal officers of the Corporation
shall be a Chairman of the Board, a President, one or more Vice Presidents, a
Treasurer and a Secretary. The Corporation may also have, at the discretion of
the Board of Directors, such other subordinate officers as may be appointed in
accordance with the provisions of these By-Laws. Any two or more offices may
be held by the same person, except the duties of President and Secretary shall
not be performed by the same person. No person shall be eligible for the
office of Chairman of the Board or President who is not a director of the
Corporation.
SECTION 2. ELECTION AND TERM OF OFFICE. The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor shall
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have been duly chosen and qualified, or until his death, or until he shall
resign, or shall have been removed in the manner hereinafter provided.
SECTION 3. REMOVAL. Any principal officer may be removed, either with or
without cause, at any time, by resolution adopted at any meeting of the Board
of Directors by a majority of the actual number of Directors elected and
qualified from time to time.
SECTION 4. SUBORDINATE OFFICERS. In addition to the principal officers
enumerated in Section 1 of this Article VI, the Corporation may have one or
more Assistant Treasurers, one or more Assistant Secretaries and such other
officers, agents and employees as the Board of Directors may deem necessary,
each of whom shall hold office for such period, may be removed with or without
cause, have such authority, and perform such duties as the President, or the
Board of Directors may from time to time determine. The Board of Directors may
delegate to any principal officer the power to appoint and to remove any such
subordinate officers, agents or employees.
SECTION 5. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Chairman of the Board of Directors or to the President
or to the Secretary. Any such resignation shall take effect upon receipt of
such notice or at any later time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
SECTION 6. VACANCIES. Any vacancy in any office for any cause may be
filled for the unexpired portion of the term in the manner prescribed in these
By-Laws for election or appointment to such office for such term.
SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board, who shall be
chosen from among the Directors, shall preside at all meetings of shareholders
and at all meetings of the Board of Directors. He shall perform such other
duties and have such other powers as, from time to time, may be assigned to
him by the Board of Directors.
SECTION 8. PRESIDENT. The President, who shall be chosen from among the
Directors, shall be the chief executive officer of the Corporation and as such
shall have general supervision of the affairs of the Corporation, subject to
the control of the Board of Directors. He shall be an ex officio member of all
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standing committees. In the absence or disability of the Chairman of the
Board, the President shall preside at all meetings of shareholders and at all
meetings of the Board of Directors. Subject to the control and direction of
the Board of Directors, the President may enter into any contract or execute
and deliver any instrument in the name and on behalf of the Corporation. In
general, he shall perform all duties and have all the powers incident to the
office of President, as herein defined, and all such other duties and powers
as, from time to time, may be assigned to him by the Board of Directors.
SECTION 9. VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the President and Executive Vice President,
perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time assign.
SECTION 10. TREASURER. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors. He shall upon
request exhibit at all reasonable times his books of account and records to
any of the directors of the Corporation during business hours at the office of
the Corporation where such books and records shall be kept; shall render upon
request by the Board of Directors a statement of the condition of the finances
of the Corporation at any meeting of the Board of Directors or at the annual
meeting of the shareholders; shall receive, and give receipt for, moneys due
and payable to the Corporation from any source whatsoever; and in general,
shall perform all 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 the
Board of Directors. The Treasurer shall give such bond, if any, for the
faithful discharge of his duties as the Board of Directors may require.
SECTION 11. SECRETARY. The Secretary shall keep or cause to be kept in
the books provided for that purpose the minutes of the meetings of the
shareholders and of the Board of Directors shall duly give and serve all
notices required to be given in accordance with the provisions of these
By-Laws and by The Indiana General Corporation Act; shall be custodian of the
records and of the seal of the Corporation and see that the seal is affixed to
all documents, the execution of which on behalf of the Corporation under its
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seal is duly authorized in accordance with the provisions of these By-Laws;
and, in general, shall perform all duties incident to the office of Secretary
and such other duties as may, from time to time, be assigned to him by the
President or the Board of Directors.
SECTION 12. SALARIES. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors, and the salaries of any
subordinate officers may be fixed by the President.
SECTION 13. VOTING CORPORATION'S SECURITIES. Unless otherwise ordered by
the Board of Directors, the Chairman of the Board, the President and
Secretary, and each of them, are appointed attorneys and agents of the
Corporation, and shall have full power and authority in the name and on behalf
of the Corporation, to attend, to act, and to vote all stock or other
securities entitled to be voted at any meetings of security holders of
corporations, or associations in which the Corporation may hold securities, in
person or by proxy, as a stockholder or otherwise, and at such meetings shall
possess and may exercise any and all rights and powers incident to the
ownership of such securities, and which as the owner thereof the Corporation
might have possessed and exercised, if present, or to consent in writing to
any action by any such other corporation or association. The Board of
Directors by resolution from time to time may confer like powers upon any
other person or persons.
ARTICLE VII
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INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Every person who is or was a director, officer or employee of this
Corporation or of any other corporation for which he is or was serving in any
capacity at the request of this Corporation shall be indemnified by this
Corporation against any and all liability and expense that may be incurred by
him in connection with or resulting from or arising out of any claim, action,
suit or proceeding, provided that such person is wholly successful with
respect thereto or acted in good faith in what he reasonably believed to be in
or not opposed to the best interests of this Corporation or such other
corporation, as the case may be, and, in addition, in any criminal action or
proceeding in which he had no reasonable cause to believe that his conduct was
unlawful. As used herein, "claim, action, suit or proceeding" shall include
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any claim, action, suit or proceeding (whether brought by or in the right of
this Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
this Corporation may become involved, as a party or otherwise,
(i) by reason of his being or having been a director, officer or employee
of this Corporation or such other corporation or arising out of his status as
such or
(ii) by reason of any past or future action taken or not taken by him in
any such capacity, whether or not he continues to be such at the time such
liability or expense is incurred.
The terms "liability" and "expense" shall include, but shall not be
limited to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer or employee, but shall not in any event include any liability or
expenses on account of profits realized by him in the purchase or sale of
securities of the Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, 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 a director,
officer or employee did not meet the standards of conduct set forth in this
paragraph.
Any such director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
director, officer or employee has met such standards of conduct.
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If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.
The Corporation may advance expenses to or, where appropriate, may at its
expense undertake the defense of any such director, officer or employee upon
receipt of an undertaking by or on behalf of such person to repay such
expenses if it should ultimately be determined that he is not entitled to
indemnification hereunder.
The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act during, before or after the adoption
hereof.
The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law and shall inure to the benefit of the heirs, executors
and administrators of any such person.
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
as a director, officer, employee or agent of another corporation against any
liability asserted against him and incurred by him in any 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
or otherwise.
ARTICLE VIII
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AMENDMENTS
The power to make, alter, amend, or repeal these By-Laws is vested in the
Board of Directors, but the affirmative vote of a majority of the actual
number of directors elected and qualified, from time to time, shall be
necessary to effect any alteration, amendment or repeal of these By-Laws.
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