Exhibit 3(b)
CODE OF REGULATIONS
OF
INVACARE CORPORATION
Adopted December 28, 1979
Amended and Restated as of April 7, 1984
Amended May 22, 1996
ARTICLE I
Fiscal Year
The fiscal year of the Corporation shall be the calendar year,
or such other period as the Board of Directors may designate by resolution.
ARTICLE II
Shareholders
Section 1. Meetings of Shareholders.
(a) Annual Meeting. The annual meeting of the Shareholders of
this Corporation, for the election of Directors, the consideration of financial
statements and other reports, and the transaction of such other business as may
properly be brought before such meeting, shall be held at such time on such date
within six (6) months after the close of the Corporation's fiscal year as the
Board of Directors shall designate by appropriate notice. Upon due notice there
may also be considered and acted upon at an annual meeting any matter which
could properly be considered and acted upon at a special meeting, in which case
and for which purpose the annual meeting shall also be considered as, and shall
be, a special meeting. In the event that the annual meeting is not held or if
Directors are not elected thereat, a special meeting may be called and held for
that purpose. (1701.39, 1701.38(A))
(b) Special Meeting. Special meetings of the Shareholders may be held on
any business day when called by any person or persons who may be authorized by
law to do so. Calls for special meetings shall specify the purpose or purposes
thereof, and no business shall be considered at any such meeting other than that
specified in the call therefor. (1701.40(A), 1701.41)
(c) Place of Meetings. Any meeting of Shareholders may be held at such
place within or without the State of Ohio as may be designated in the Notice of
said meeting. (1701.40(B))
(d) Notice of Meeting and Waiver of Notice.
(1) Notice. Written notice of the time, place and purposes of any meeting
of Shareholders shall be given to each Shareholder entitled thereto not less
than seven (7) days nor more than sixty (60) days before the date fixed for the
meeting and as prescribed by law. Such notice shall be given either by personal
delivery or mailed to each Shareholder entitled to notice of or to vote at such
meeting. If
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such notice is mailed, it shall be directed, postage prepaid, to the
Shareholders at their respective addresses as they appear upon the records of
the Corporation, and notice shall be deemed to have been given on the day so
mailed. If any meeting is adjourned to another time or place, no notice as to
such adjourned meeting need be given other than by announcement at the meeting
at which such an adjournment is taken. No business shall be transacted at any
such adjourned meeting except as might have been lawfully transacted at the
meeting at which such adjournment was taken. (1701.41(A), 1701.02)
(2) Notice to Joint Owners. All notices with respect to any shares to which
persons are entitled by joint or common ownership may be given to that one of
such persons who is named first upon the books of this Corporation, and notice
so given shall be sufficient notice to all the holders of such shares.
(3) Waiver. Notice of any meeting, however, may be waived in writing by any
Shareholder either before or after any meeting of Shareholders, or by attendance
at such meeting without protest prior to the commencement thereof. (1701.42)
(e) Shareholders Entitled to Notice and to Vote. If a record date shall not
be fixed or the books of the Corporation shall not be closed against transfers
of shares pursuant to statutory authority, the record date for the determination
of Shareholders entitled to notice of or to vote at any meeting of Shareholders
shall be the close of business on the twentieth day prior to the date of the
meeting and only Shareholders of record at such record date shall be entitled to
notice of and to vote at such meeting. Such record date shall continue to be the
record date for all adjournments of such meeting unless a new record date shall
be fixed and notice thereof and of the date of the adjourned meeting be given to
all Shareholders entitled to notice in accordance with the new record date so
fixed. (1701.45(A)(C)(E))
(f) Quorum. At any meeting of Shareholders, the holders of shares entitling
them to exercise a majority of the voting power of the Corporation, present in
person or by proxy, shall constitute a quorum for such meeting; provided,
however, that no action required by law, the Articles, or these Regulations to
be authorized or taken by the holders of a designated proportion of the shares
of the Corporation may be authorized or taken by a lesser proportion. The
Shareholders present in person or by proxy, whether or not a quorum be present,
may adjourn the meeting from time to time without notice other than by
announcement at the meeting. (1701.51)
(g) Organization of Meetings:
(1) Presiding Officer. The Chairman of the Board, or in his absence, the
President, or in the absence of both of them, a Vice President of the
Corporation shall call all meetings of the Shareholders to order and shall act
as Chairman thereof. If all are absent, the Shareholders shall select a
Chairman.
(2) Minutes. The Secretary of the Corporation, or, in his absence, an
Assistant Secretary, or, in the absence of both, a person appointed by the
Chairman of the meeting, shall act as Secretary of the meeting and shall keep
and make a record of the proceedings thereat.
(h) Order of Business. The order of business at all meetings of the
Shareholders, unless waived or otherwise determined by a vote of the holder or
holders of the majority of the number of shares entitled to vote present in
person or represented by proxy, shall be as follows:
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1. Call meeting to order.
2. Selection of Chairman and/or Secretary, if necessary.
3. Proof of notice of meeting and presentment of affidavit thereof.
4. Roll call, including filing of proxies with Secretary.
5. Upon appropriate demand, appointment of inspectors of election (1701.50)
6. Reading, correction and approval of previously unapproved minutes.
7. Reports of officers and committees.
8. If annual meeting, or meeting called for that purpose, election of
Directors.
9. Unfinished business, if adjourned meeting.
10. Consideration in sequence of all other matters set forth in the call
for and written notice of the meeting.
11. Adjournment.
(i) Voting. Except as provided by statute or in the Articles, every
Shareholder entitled to vote shall be entitled to cast one vote on each proposal
submitted to the meeting for each share held of record by him on the record date
for the determination of the Shareholders entitled to vote at the meeting. At
any meeting at which a quorum is present, all questions and business which may
come before the meeting shall be determined by a majority of votes cast, except
when a greater proportion is required by law, the Articles, or these
Regulations. (1701.44(A))
(j) Proxies. A person who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers and releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of his rights, by proxy or proxies appointed by a writing
signed by such person, or by his duly authorized attorney, as provided by the
laws of the State of Ohio. (1701.48)
(k) List of Shareholders. At any meeting of Shareholders a list of
Shareholders, alphabetically arranged, showing the number and classes of shares
held by each on the record date applicable to such meeting shall be produced on
the request of any Shareholder. (1701.37(B))
Section 2. Action of Shareholders Without a Meeting.
Any action which may be taken at a meeting of Shareholders may be taken
without a meeting if authorized by a writing or writings signed by all of the
holders of shares who would be entitled to notice of a meeting for such purpose,
which writing or writings shall be filed or entered upon the records of the
Corporation. (1701.54)
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ARTICLE III
Directors
Section 1. General Powers.
The business, power and authority of this Corporation shall be exercised,
conducted and controlled by a Board of Directors, except where the law, the
Articles or these Regulations require action to be authorized or taken by the
Shareholders. (1071.59)
Section 2. Number, Classification, Election and Qualification of Directors.
(a) Number. The Board of Directors shall consist of not less than five nor
more than fifteen members. At any Shareholders meeting called for the purpose of
electing Directors, the Shareholders, by a vote of the holders of a majority of
the voting power represented at the meeting, may fix or change the total number
of Directors within the above limitation. In the event that the Shareholders
fail to fix or change the number of Directors, the number of Directors then
serving in office shall constitute the total number of Directors until further
changed in accordance with this Section. In addition to the authority of the
Shareholders to fix or change the number of Directors, the total number of
Directors so determined may be increased or decreased by not more than two
between Shareholders' meetings by the Board of Directors at a meeting or by
action without a meeting, and the total number of Directors as so changed shall
be the total number of Directors until further changed in accordance with this
Section. In the event that the Directors increase the total number of Directors,
the Directors who are then in office may fill any vacancy created thereby. No
reduction in the total number of Directors shall of itself have the effect of
shortening the term of any incumbent Director.
(b) Classification. The Directors shall be classified in
respect of the time for which they shall severally hold office by dividing them
into three classes, each class to be as nearly equal in number as possible.
Subject to the preceding sentence, in the event the total number of Directors
(whether determined by the Shareholders or by the Directors in accordance with
Section 2(a)) is not divisible by three (3), the extra Director or Directors
shall be assigned to a particular class or classes, at the time of election of
such Director or Directors, by the Shareholders or by the Directors, whichever
have elected the new Director or Directors. The term of any Director elected to
fill a vacancy in a class, however created, shall end at the expiration of the
term of such class and upon the election and qualification of the successor of
such Director.
(c) Election. Subject to the rights of Directors to elect additional
Directors in accordance with Section 2(a) or Section 3(d), the Directors of the
appropriate class shall be elected at the Annual Meeting of Shareholders, or if
not so elected, at a Special Meeting of Shareholders called for that purpose.
The Directors to be elected at each such Annual or Special Meeting of
Shareholders shall be the class whose term of office then expires; provided,
however that the Shareholders may, in their discretion, also elect Directors to
fill any vacancies in other classes without regard to how such vacancies were
created. At any meeting of Shareholders at which Directors are to be elected,
only persons nominated as candidates shall be eligible for election, and the
candidates receiving the greatest number of votes shall be elected.
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(d) Qualification. Directors need not be Shareholders of the Corporation.
Section 3. Term of Office of Directors.
(a) Term. The term of office of each class of Directors shall be three (3)
years (so that the term of one class of Directors shall expire each year), and
the Directors shall hold office for the respective terms to which elected and
until their respective successors are elected and qualified, subject only to
prior resignation, death or removal by the Directors as provided by law, and
subject to the provisions of the Articles.
(b) Removal. Other than as heretofore stated, no Director may be removed
from office except for cause. With prior notice thereof, all the Directors or
all the Directors of a particular class, or any individual Director may be
removed for cause by a majority vote at any Special Meeting of Shareholders
properly called for that purpose, provided that unless all the Directors, or all
the Directors of a particular class, are removed, no individual Director shall
be removed in case the votes of a sufficient number of shares are cast against
his removal which, if cumulatively voted at an election of all the Directors, or
all the Directors of a particular class, as the case may be, would be sufficient
to elect at least one Director.
(c) Resignation. A resignation from the Board of Directors shall be deemed
to take effect immediately or at such other time as the Director may specify.
(d) Vacancy. If any vacancy shall occur in the Board of Directors by death,
resignation or as provided by law, the Articles or these Regulations, the
remaining Directors shall constitute the Board of Directors until such vacancy
is filled. The remaining Directors may fill any vacancy in the Board for the
unexpired term.
Section 4. Meetings of Directors.
(a) Regular Meetings. A regular meeting of the Board of Directors shall be
held immediately following the adjournment of the annual meeting of the
Shareholders or a special meeting of the Shareholders at which Directors are
elected. The holding of such Shareholders' meeting shall constitute notice of
such Directors' meeting and such meeting may be held without further notice.
Other regular meetings shall be held at such other times and places as may be
fixed by the Directors. (1701.61)
(b) Special Meetings. Special meetings of the Board of Directors may be
held at any time upon call of the Chairman of the Board, the President, any Vice
President, or any two Directors. (1701.61(A))
(c) Place of Meeting. Any meeting of Directors may be held at any place
within or without the State of Ohio in person and/or through any communications
equipment if all persons participating in the meeting can hear each other.
(1701.61(B))
(d) Notice of Meeting and Waiver of Notice. Notice of the time and place of
any regular or special meeting of the Board of Directors (other than the regular
meeting of Directors following the adjournment of the annual meeting of the
Shareholders or following any special meeting of the
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Shareholders at which Directors are elected) shall be given to each Director by
personal delivery, telephone, mail, telegram or cablegram at least forty-eight
(48) hours before the meeting, which notice need
not specify the purpose of the meeting. Such notice, however, may be waived in
writing by any Director either before or after any such meeting, or by
attendance at such meeting (including attendance (presence) by means of
participation through any communications equipment as above provided) without
protest prior to the commencement thereof.
(1701.61(B)(C), 1701.42)
Section 5. Quorum and Voting.
At any meeting of Directors, not less than one-half of the whole authorized
number of Directors is necessary to constitute a quorum for such meeting, except
that a majority of the remaining Directors in office constitutes a quorum for
filling a vacancy in the Board. At any meeting at which a quorum is present, all
acts, questions and business which may come before the meeting shall be
determined by a majority of votes cast by the Directors present at such meeting,
unless the vote of a greater number is required by the Articles, Regulations or
By-Laws. (1701.62)
Section 6. Committees.
(a) Appointment. The Board of Directors may from time to time
appoint certain of its members (but in no event less than three) to act as a
committee or committees in the intervals between meetings of the Board and may
delegate to such committee or committees powers to be exercised under the
control and direction of the Board. Each such committee and each member thereof
shall serve at the pleasure of the Board.
(b) Executive Committee. In particular, the Board of Directors may create
from its membership and define the powers and duties of an Executive Committee.
During the intervals between meetings of the Board of Directors the Executive
Committee shall possess and may exercise all of the powers of the Board of
Directors in the management and control of the business of the Corporation to
the extent permitted by law. All action taken by the Executive Committee shall
be reported to the Board of Directors at its first meeting thereafter.
(c) Committee Action. Unless otherwise provided by the Board of Directors,
a majority of the members of any committee appointed by the Board of Directors
pursuant to this Section shall constitute a quorum at any meeting thereof and
the act of a majority of the members present at a meeting at which a quorum is
present shall be the act of such committee. Action may be taken by any such
committee without a meeting by a writing signed by all its members. Any such
committee shall prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the Board of Directors,
and shall keep a written record of all action taken by it. (1701.63)
Section 7. Action of Directors Without a Meeting.
Any action which may be taken at a meeting of Directors may be taken
without a meeting if authorized by a writing or writings signed by all the
Directors, which writing or writings shall be filed or entered upon the records
of the Corporation. (1701.54)
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Section 8. Compensation of Directors.
The Board of Directors may allow compensation for attendance at meetings or
for any special services, may allow compensation to members of any committee,
and may reimburse any Director for his expenses in connection with attending any
Board or committee meeting. (1701.60)
Section 9. Attendance at Meetings of Persons Who Are Not Directors.
Unless waived by a majority of Directors in attendance, not less than
twenty-four (24) hours before any regular or special meeting of the Board of
Directors any Director who desires the presence at such meeting of not more than
one person who is not a Director shall so notify all other Directors, request
the presence of such person at the meeting, and state the reason in writing.
Such person will not be permitted to attend the Directors' meeting unless a
majority of the Directors in attendance vote to admit such person to the
meeting. Such vote shall constitute the first order or business for any such
meeting of the Board of Directors. Such right to attend, whether granted by
waiver or vote, may be revoked at any time during any such meeting by the vote
of a majority of the Directors in attendance.
ARTICLE IV
Officers
Section 1. General Provisions.
The Board of Directors shall elect a President, a Secretary and a
Treasurer, and may elect a Chairman of the Board, one or more Vice-Presidents,
and such other officers and assistant officers as the Board may from time to
time deem necessary. The Chairman of the Board, if any, and the President shall
be Directors, but no one of the other officers need be a Director. Any two or
more offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required to be executed, acknowledged or verified by two or more
officers. (1701.64(A))
Section 2. Powers and Duties.
All officers, as between themselves and the Corporation, shall respectively
have such authority and perform such duties as are customarily incident to their
respective offices, and as may be specified from time to time by the Board of
Directors, regardless of whether such authority and duties are customarily
incident to such office. In the absence of any officer of the Corporation, or
for any other reason the Board of Directors may deem sufficient, the Board of
Directors may delegate for the time being, the powers or duties of such officer,
or any of them, to any other officer or to any Director. The Board of Directors
may from time to time delegate to any officer authority to appoint and remove
subordinate officers and to prescribe their authority and duties. Since the
lawful purposes of this Corporation include the acquisition and ownership of
real property, personal property and property in the nature of patents,
copyrights, and trademarks and the protection of the Corporation's property
rights in its patents, copyrights and trademarks, each of the officers of this
Corporation is empowered to execute any power of attorney necessary to protect,
secure, or vest the Corporation's interest in and to real property, personal
property and its property protectable by patents, trademarks and copyright
registration and to secure such patents, copyrights and trademark registrations.
(1701.64(B)(1))
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Section 3. Term of Office and Removal.
(a) Term. Each officer of the Corporation shall hold office during the
pleasure of the Board of Directors, and unless sooner removed by the Board of
Directors, until the meeting of the Board of Directors following the date of
their election and until his successor is elected and qualified. (1701.64(A))
(b) Removal. The Board of Directors may remove any officer at any time,
with or without cause by the affirmative vote of a majority of Directors in
office. (1701.64(B)(2))
Section 4. Compensation of Officers.
Unless compensation is otherwise determined by a majority of the Directors
at a regular or special meeting of the Board of Directors, or unless such
determination is delegated by the Board of Directors to another officer or
officers, the President of the Corporation from time to time shall determine the
compensation to be paid to all officers and other employees for services
rendered to the Corporation. (1701.60)
ARTICLE V
Indemnification of Directors, Officers, Employees, and Others
(a) Right of Indemnification. The Corporation shall indemnify any Director,
officer, employee or other person, to the fullest extent provided by, or
permissible under, Section 1701.13(E), Ohio Revised Code; and the Corporation is
hereby specifically authorized to take any and all further action to effectuate
any indemnification of any person which any Ohio corporation may have power to
take (permissible under Section 1701.13(E)(6) or under any other statute or
under general law), by any vote of the Shareholders, vote of disinterested
Directors, by any Agreement, or otherwise. This Section of the Code of
Regulations of the Corporation shall be interpreted in all respects to expand
such power to indemnify to the maximum extent permissible to any Ohio
Corporation with regard to the particular facts of each case, and not in any way
to limit any statutory or other power to indemnify, or right of any individual
to indemnification.
(b) Insurance for Indemnification. The Corporation may purchase and
maintain insurance for protection of the Corporation and for protection of any
Director, officer, employee and/or any other person for whose protection, and to
the fullest extent, such insurance may be purchased and maintained under Section
1701.13(E)(7), Ohio Revised Code, or otherwise. Such policy or policies of
insurance may provide such coverage and be upon such terms and conditions as
shall be authorized or approved from time to time by the Board of Directors or
the Shareholders of the Corporation.
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ARTICLE VI
Securities Held by the Corporation
Section 1. Transfer of Securities Owned by the Corporation.
All endorsements, assignments, transfers, stock powers, share powers or
other instruments of transfer of securities standing in the name of the
Corporation shall be executed for and in the name of the Corporation by the
President, by a Vice President, by the Secretary or by the Treasurer or by any
other person or persons as may be thereunto authorized by the Board of
Directors.
Section 2. Voting Securities Held by the Corporation.
The Chairman of the Board, President, any Vice President,Secretary or
Treasurer, in person or by another person thereunto authorized by the Board of
Directors, in person or by proxy or proxies appointed by him, shall have full
power and authority on behalf of the Corporation to vote, act and consent with
respect to any securities issued by other corporations which the Corporation may
own. (1701.47(A))
ARTICLE VII
Share Certificates
Section 1. Transfer and Registration of Certificates.
The Board of Directors shall have authority to make such rules and
regulations, not inconsistent with law, the Articles or these Regulations, as it
deems expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof. (1701.14(A), 1701.26)
Section 2. Substituted Certificates.
Any person claiming that a certificate for shares has been lost, stolen or
destroyed, shall make an affidavit or affirmation of that fact and, if required,
shall give the Corporation (and its registrar or registrars and its transfer
agent or agents, if any) a bond of indemnity, in such form and with one or more
sureties satisfactory to the Board, and, if required by the Board of Directors,
shall advertise the same in such manner as the Board of Directors may require,
whereupon a new certificate may be executed and delivered of the same tenor and
for the same number of shares as the one alleged to have been lost, stolen or
destroyed. (1701.27, 1308.35)
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ARTICLE VIII
Seal
The Directors may adopt a seal for the Corporation which shall be in such
form and of such style as is determined by the Directors. Failure to affix any
such corporate seal shall not affect the validity of any instrument.
(1701.13(B))
ARTICLE IX
Consistency with Articles of Incorporation
If any provision of these Regulations shall be inconsistent with the
Corporation's Articles of Incorporation (and as they may be amended from time to
time), the Articles of Incorporation (as so amended at the time) shall govern.
ARTICLE X
Section Headings
The headings contained in this Code of Regulations are for reference
purposes only and shall not be construed to be part of and/or shall not affect
in any way the meaning or interpretation of this Code of Regulations.
ARTICLE XI
Amendments
This Code of Regulations of the Corporation (and as it may be amended from
time to time) may be amended or added to by the affirmative vote or the written
consent of the Shareholders of record entitled to exercise a majority of the
voting power on such proposal; provided, however, that if an amendment or
addition is adopted by written consent without a meeting of the Shareholders, it
shall be the duty of the Secretary to enter the amendment or addition in the
records of the Corporation, and to mail a copy of such amendment or addition to
each Shareholder of record who would be entitled to vote thereon and did not
participate in the adoption thereof. (1701.11)