SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1 to Form 8-A)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Intrenet, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1597565
(State of incorporation of organization) (IRS Employer
Identification
No.)
400 Technecenter Drive
Milford, Ohio 45150
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE
Securities to be registered pursuant to section 12(g) of the
Act:
Common Stock, without par value
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
Under the Company's Restated Articles of Incorporation (the
"Restated Articles"), the Company's authorized capital stock
consists of 25,000,000 shares of Common Stock, without par
value, and 10,000,000 shares of preferred stock ("Preferred
Stock"), without par value, of which ____________ shares of
Common Stock are outstanding as of the date of this Amendment.
No shares of the Preferred Stock are outstanding.
Common Stock
Holders of the Company's Common Stock are entitled to
receive ratably such dividends as the Board of Directors may
from time to time declare out of funds legally available
therefor. Holders of the Company's Common Stock are entitled
to one vote per share on each matter submitted to
shareholders. In general, shareholder approval of a matter is
obtained if a quorum is present and if the votes cast favoring
the action exceed the votes cast opposing the action.
However, action to approve a merger, a share exchange, a sale
of substantially all of the Company's assets, the granting of
control share voting rights, certain business combinations
under the Indiana Business Corporation Law and a voluntary
dissolution must be approved by a majority of the votes
entitled to be cast on the matter, unless a greater vote is
required by the Restated Articles. Cumulative voting for
election of Directors is not permitted. The Company's Common
Stock has no redemption provisions, except as provided in the
Control Share Act (defined below), and the holders thereof
have no preemptive rights. Upon liquidation of the Company,
after payment or provision for payment of all of the Company's
obligations and any liquidation preference of outstanding
Preferred Stock, the holders of the Company's Common Stock
share ratably in the remaining assets of the Company.
Preferred Stock
The Board of Directors has the authority, without any
additional shareholder approval, to issue Preferred Stock in
one or more series and to determine the designation, rights,
preferences, privileges and restrictions, including voting
rights (with multiple or fractional votes per share),
conversion rights, dividend rights, liquidation rights and
other relative benefits, restrictions and limitations. As a
result, the Board of Directors could, without shareholder
approval, issue Preferred Stock with voting and conversion
rights adverse to the interests of the holders of the
Company's Common Stock. A series of Preferred Stock could be
accorded, for example, voting rights as a separate class with
the effect that the holders of such shares would have the
power to prevent a business combination even if the business
combination had been approved by the holders of all other
securities.
Certain Provisions of Indiana Law
The Company is governed by Indiana law, which includes
certain provisions regarding control share acquisitions and
business combinations with shareholders owning 10% or more of
the outstanding Common Stock.
Indiana Code Section 23-1-42 (the "Control Share Act")
provides that any person or group of persons that acquires the
power to vote one-fifth or more of certain corporations'
shares shall not have the right to vote such shares unless
granted voting rights by the holders of a majority of the
outstanding shares of the corporation and by the holders of a
majority of the outstanding shares excluding "interested
shares." Interested shares are those shares held by the
acquiring person, officers of the corporation and employees of
the corporation who are also directors of the corporation. If
voting rights are granted, additional shareholder approvals
are required when a shareholder acquires the power to vote
one-third or more and a majority or more of the voting power
of the corporation's shares. In the absence of such approval,
the additional shares acquired by the shareholder may not be
voted.
If the shareholders grant voting rights to the shares after
a shareholder has acquired a majority or more of the voting
power, all shareholders of the corporation are entitled to
exercise statutory dissenters' rights and to demand the value
of their shares in cash from the corporation. If voting
rights are not granted to the shares, the corporation may have
the right to redeem them. The provisions of the Control Share
Act do not apply to acquisitions of voting power pursuant to a
merger or share exchange agreement to which the corporation is
a party.
Indiana Code Section 23-1-43 (the "Business Combination
Act") prohibits a person who acquires beneficial ownership of
10% or more of certain corporations' shares (an "interested
Shareholder"), or any affiliate or associate of an Interested
Shareholder, from effecting a merger or other business
combination with the corporation for a period of five years
from the date on which the person became an Interested
Shareholder, unless the transaction in which the person became
an Interested Shareholder was approved in advance by the
corporation's Board of Directors. Following the five-year
period, a merger or other business combination may be effected
with an Interested Shareholder only if (i) the business
combination is approved by the corporation's shareholders,
excluding the Interested Shareholder and any of its affiliates
or associates, or (ii) the consideration to be received by
shareholders in the business combination is at least equal to
the highest price paid by the Interested Shareholder in
acquiring its interest in the corporation, with certain
adjustments, and certain other requirements are met. The
Business Combination Act broadly defines the term "business
combination" to include mergers, sales or leases of assets,
transfer of shares of the corporation, proposals for
liquidation and the receipt by an Interested Shareholder of
any financial assistance or tax advantage from the
corporation, except proportionately as a shareholder of the
corporation.
The overall effect of the above provisions may be to render
more difficult or to discourage a merger, tender offer, proxy
contest, the assumption of control of the Company by a holder
of a large block of the Company's stock or other person, or
the removal of incumbent management, even if such actions may
be beneficial to the Company's shareholders generally.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company's Common
Stock is Chemical Bank, NA.
Item 2. Exhibits.
Pursuant to Instruction I to the Instructions as to
Exhibits to Form 8-A, the following exhibits are being filed
herewith:
1(a) Specimen Common Stock Certificate, previously
filed with the original Registration
Statement on Form 8-A on April 30, 1991.
2(a) Restated Articles of Incorporation of the
Company.
2(b) By-laws of the Company, as amended.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized.
INTRENET, INC.
Dated: June 5, 1995
By:/s/ Jonathan G. Usher
Jonathan G. Usher
Vice President-Finance
Chief Financial Officer,
Secretary and Treasurer
EXHIBIT 2(a)
RESTATED ARTICLES OF INCORPORATION OF INTRENET, INC.
ARTICLE I
Name
The name of the Corporation is Intrenet, Inc. (the
"Corporation").
ARTICLE II
Purposes and Powers
Section 2.1. Purpose of the Corporation. The purpose for
which the Corporation is formed is to engage in the
transaction of any or all lawful business for which
corporations may now or hereafter be incorporated under the
Indiana Business Corporation Law (the "Corporation Law").
Section 2.2. Powers of the Corporation. The Corporation
shall have (a) all powers now or hereafter authorized by or
vested in corporations pursuant to the provisions of the
Corporation Law, (b) all powers now or hereafter vested in
corporations by common law or any other statute or act, and
(c) all powers authorized by or vested in the Corporation by
the provisions of these Restated Articles of Incorporation or
by the provisions of its By-Laws as from time to time in
effect.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is
perpetual.
ARTICLE IV
Registered Office and Agent
The street address of the Corporation's registered office in
Indiana at the time of adoption of these Restated Articles of
Incorporation is Junction 231 & I-66, Rockport, Indiana 47635,
and the name of its Resident Agent at such office at the time
of adoption of these Restated Articles of Incorporation is
Phillip E. Weaver.
ARTICLE V
Shares
Section 5.1. Authorized Class and Number of Shares. The
total number of shares of all classes which the Corporation
shall have authority to issue is 35,000,000 shares, consisting
of 25,000,000 shares of Common Stock, without par value
("Common Stock"), and 10,000,000 shares of Preferred Stock,
without par value ("Preferred Stock").
Section 5.2. Dividends. Subject to the provisions of law
and the rights of the Preferred Stock and any other class or
series of stock then outstanding having a preference as to
dividends over the Common Stock, dividends may be paid on the
Common Stock at such times and in such amounts as the Board of
Directors shall determine.
Section 5.3. Relative Rights of Shareholders. Upon the
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, after any preferential
amounts to be distributed to the holders of the Preferred
Stock and any other class or series of stock then outstanding
having a preference over the Common Stock have been paid or
declared and set apart for payment, the holders of the Common
Stock shall be entitled to receive all of the remaining assets
of the Corporation available for distribution to its
shareholders.
Section 5.4. Rights and Terms of Preferred Stock. The
Board of Directors is hereby authorized to provide, out of the
unissued shares of Preferred Stock, for one or more series of
Preferred Stock. Before any shares of any such series are
issued, the Board of Directors shall fix, and hereby is
expressly empowered to fix, by the adoption and filing in
accordance with the Corporation Law, of an amendment or
amendments to these Restated Articles of Incorporation, the
terms of such Preferred Stock or series of Preferred Stock,
including the following terms:
(a) the designation of such series, the number of
shares to constitute such series and the stated value
thereof if different from the par value thereof;
(b) whether the shares of such series shall have
voting rights, in addition to any voting rights provided by
law, and, if so, the terms of such voting rights, which may
be special, conditional or limited or no voting rights
except as required by law;
(c) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and, if so,
from what dates, the conditions and dates upon which such
dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of
Preferred Stock;
(d) whether the shares of such series shall be subject
to redemption by the Corporation and, if so, the times,
prices and other conditions of such redemption;
(e) the amount or amounts payable upon shares of such
series upon, and the rights of the holders of such series
in, the voluntary or involuntary liquidation, dissolution or
winding up, or upon any distribution of the assets, of the
Corporation;
(f) whether the shares of such series shall be subject
to the operation of a retirement or sinking fund and, if so,
the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to
the operation thereof;
(g) whether the shares of such series shall be
convertible into, or exchangeable for, shares of stock of
any other class or any other series of Preferred Stock or
any other securities (whether or not issued by the
Corporation) or other property and, if so, the price or
prices or the rate or rates of conversion or exchange and
the method, if any, of adjusting the same, and any other
terms and conditions of conversion or exchange; and
(h) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding
upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or
shares of stock of any other class or any other series of
Preferred Stock.
Section 5.5. Assessability. Upon receipt by the
Corporation of the consideration for which the Board of
Directors authorized the issuance of shares, the shares issued
therefor shall be fully paid and nonassessable.
ARTICLE VI
Directors
Section 6.1. Number. The number of Directors shall be
fixed by the By-Laws.
Section 6.2. Qualifications. Directors need not be
shareholders of the Corporation or residents of this or any
other state of the United States.
Section 6.3. Vacancies. Vacancies occurring on the Board
of Directors shall be filled in the manner provided in the By-
Laws or, if the By-Laws do not provide for the filling of
vacancies, in the manner provided by the Corporation Law. The
By-Laws may also provide that in certain circumstances
specified therein, vacancies occurring on the Board of
Directors may be filled by vote of the shareholders at a
special meeting called for that purpose or at the next annual
meeting of shareholders.
Section 6.4. Liability of Directors. A Director's
responsibility to the Corporation shall be limited to
discharging his duties as a Director, including his duties as
a member of any committee of the Board of Directors upon which
he may serve, in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar
circumstances, and in a manner the Director reasonably
believes to be in the best interests of the Corporation, all
based on the facts then known to the Director.
In discharging his duties, a Director is entitled to rely on
information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or
presented by:
(a) One (1) or more officers or employees of the
Corporation whom the Director reasonably believes to be
reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other
persons as to matters the Director reasonably believes are
within such person's professional or expert competence; or
(c) A committee of the Board of which the Director is
not a member if the Director reasonably believes the
Committee merits confidence;
but a Director is not acting in good faith if the Director has
knowledge concerning the matter in question that makes
reliance otherwise permitted by this Section 6.4 unwarranted.
A Director may, in considering the best interests of the
Corporation, consider the effects of any action on
shareholders, employees, suppliers and customers of the
Corporation, and communities in which offices or other
facilities of the corporation are located, and any other
factors the Director considers pertinent.
A Director shall not be liable for any action taken as a
Director, or any failure to take any action, unless (i) the
Director has breached or failed to perform the duties of the
Director's office in compliance with this Section 6.4, and
(ii) the breach or failure to perform constitutes willful
misconduct or recklessness.
Section 6.5. Removal of Directors. Any or all of the
members of the Board of Directors may be removed, with or
without cause, only at a meeting of the shareholders called
expressly for that purpose, by the affirmative vote of the
holders of outstanding shares representing at least a majority
of all the votes then entitled to be cast at an election of
Directors.
ARTICLE VII
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 7.1. Meetings of Shareholders. Meetings of the
shareholders of the Corporation shall be held at such times
and at such places, either within or without the State of
Indiana, as may be stated in or fixed in accordance with the
By-Laws of the Corporation and specified in the respective
notices or waivers of notice of any such meetings.
Section 7.2. Special Meetings of Shareholders. Special
meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by the Corporation Law, may be
called at any time by the Board of Directors or the person or
persons specifically authorized to do so by the By-Laws and
shall be called by the Board of Directors if the Secretary of
the Corporation receives one (1) or more 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 twenty-five
percent (25%) of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special
meeting. If the Secretary receives one (1) 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.
Section 7.3. Meetings of Directors. Meetings of the Board
of Directors of the Corporation shall be held at such times
and at such places, either within or without the State of
Indiana, as may be authorized by the By-Laws and specified in
the respective notices or waivers of notice of any such
meetings or otherwise specified by the Board of Directors.
Unless the By-laws provide otherwise (a) regular meetings of
the Board of Directors may be held without notice of the date,
time, place, or purpose of the meeting and (b) the notice for
a special meeting need not describe the purpose or purposes of
the special meeting.
Section 7.4. Action Without Meeting. Any action required
or permitted to be taken at any meeting of the Board of
Directors or shareholders, or of any committee of such Board,
may be taken without a meeting, if the action is taken by all
members of the Board or all shareholders entitled to vote on
the action, or by all members of such committee, as the case
may be. The action must be evidenced by one (1) or more
written consents describing the action taken, signed by each
Director, or all the shareholders entitled to vote on the
action, or by each member of such committee, as the case may
be, and, in the case of action by the Board of Directors or a
committee thereof, included in the minutes or filed with the
corporate records reflecting the action taken or, in the case
of action by the shareholders, delivered to the Corporation
for inclusion in the minutes or filing with the corporate
records. Action taken under this Section 7.4 is effective
when the last director, shareholder or committee member, as
the case may be, 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. Such consent shall have the same effect as a unanimous
vote of all members of the Board, or all shareholders, or all
members of the committee, as the case may be, and may be
described as such in any document.
Section 7.5. By-Laws. The Board of Directors shall have
the exclusive power to make, alter, amend or repeal, or to
waive provisions of, the By-Laws of the Corporation by the
affirmative vote of a majority of the entire number of
Directors at the time, except as expressly provided by the
Corporation Law. All provisions for the regulation of the
business and management of the affairs of the Corporation not
stated in these Restated Articles of Incorporation shall be
stated in the By-Laws. The Board of Directors may adopt
Emergency By-Laws of the Corporation and shall have the
exclusive power (except as may otherwise be provided therein)
to make, alter, amend or repeal, or to waive provisions of,
the Emergency By-Laws by the affirmative vote of a majority of
the entire number of Directors at the time.
Section 7.6. Interest of Directors. (a) A conflict of
interest transaction is a transaction with the Corporation in
which a Director of the Corporation has a direct or indirect
interest. A conflict of interest transaction is not voidable
by the Corporation solely because of the Director's interest
in the transaction if any one (1) of the following is true:
(i) The material facts of the transaction and the
Director's interest were disclosed or known to the Board of
Directors or a committee of the Board of Directors and the
Board of Directors or committee authorized, approved, or
ratified the transaction.
(ii) The material facts of the transaction and the
Director's interest were disclosed or known to the
shareholders entitled to vote and they authorized, approved
or ratified the transaction.
(iii) The transaction was fair to the Corporation.
(b) For purposes of this Section 7.6, a Director of
the Corporation has an indirect interest in a transaction
if:
(i) another entity in which the Director has a
material financial interest or in which the Director is a
general partner is a party to the transaction; or
(ii) another entity of which the Director is a
director, officer, or trustee is a party to the transaction
and the transaction is, or is required to be, considered by
the Board of Directors of the Corporation.
(c) For purposes of Section 7.6(a)(i), a conflict of
interest transaction is authorized, approved, or ratified if
it receives the affirmative vote of a majority of the
Directors on the Board of Directors (or on the committee)
who have no direct or indirect interest in the transaction,
but a transaction may not be authorized, approved, or
ratified under this Section 7.6 by a single Director. If a
majority of the Directors who have no direct or indirect
interest in the transaction vote to authorize, approve, or
ratify the transaction, a quorum shall be deemed present for
the purpose of taking action under this Section 7.6. The
presence of, or a vote cast by, a Director with a direct or
indirect interest in the transaction does not affect the
validity of any action taken under Section 7.6(a)(i), if the
transaction is otherwise authorized, approved, or ratified
as provided in such Section.
(d) For purposes of Section 7.6(a)(ii), shares owned
by or voted under the control of a Director who has a direct
or indirect interest in the transaction, and shares owned by
or voted under the control of an entity described in
Section 7.6(b), may be counted in a vote of shareholders to
determine whether to authorize, approve or ratify a conflict
of interest transaction.
Section 7.7. Nonliability of Shareholders. Shareholders of
the Corporation are not personally liable for the acts or
debts of the Corporation, nor is private property of
shareholders subject to the payment of corporate debts.
Section 7.8. Indemnification of Officers, Directors and
Other Eligible Persons.
(a) To the maximum extent permitted by the Corporation
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, (i) if such Eligible Person is Wholly
Successful with respect to the Claim, or (ii) if not Wholly
Successful, then if such Eligible Person is determined, as
provided in either Section 7.8(f) or 7.8(g), to have acted
in good faith, in what he reasonably believed to be the best
interests of the Corporation or at least not opposed to its
best interests and, in addition, with respect to any
criminal Claim, is determined to have had reasonable cause
to believe that his conduct was lawful or to have had no
reasonable cause to believe that 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 (ii) of this subsection (a). The actions of an
Eligible Person with respect to an employee benefit plan
subject to 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 reasonably believed he was acting in
conformity with the requirements of such Act or he
reasonably believed his actions to be in the interests of
the participants in or beneficiaries of the plan.
(b) The term "Claim" as used in this Section 7.8 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.
(c) The term "Eligible Person" as used in this
Section 7.8 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.
(d) The terms "Liability" and "Expense" as used in
this Section 7.8 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, an Eligible Person.
(e) The term "Wholly Successful" as used in this
Section 7.8 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 the making or threatened
making of any Claim without the institution of the same,
without any payment or promise made to induce a settlement.
(f) 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
Section 7.8(a)(ii), 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 such Eligible Person 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.
(g) If an Eligible Person claiming indemnification
pursuant to Section 7.8(f) is found not to be entitled
thereto, or if the Board of Directors fails to select a
Referee under Section 7.8(f) 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 7.8(f) 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 Section 7.8(a)(ii). 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.
(h) The rights of indemnification provided in this
Section 7.8 shall be in addition to any rights to which any
Eligible Person may otherwise be entitled. Irrespective of
the provisions of this Section 7.8, the Board of Directors
may, at any time and from time to time, (i) approve
indemnification of any Eligible Person to the maximum extent
permitted by the provisions of applicable law at the time
in effect, whether on account of past or future
transactions, and (ii) 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.
(i) 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 an undertaking by or on behalf of
the Eligible Person to repay such amount unless he is
determined to be entitled to indemnification.
(j) The provisions of this Section 7.8 shall be deemed
to be a contract between the Corporation and each Eligible
Person, and an Eligible Person's rights hereunder shall not
be diminished or otherwise adversely affected by any repeal,
amendment or modification of this Section 7.8 that occurs
subsequent to such person becoming an Eligible Person.
(k) The provisions of this Section 7.8 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 VIII
Miscellaneous Provisions
Section 8.1. Amendment or Repeal. Except as otherwise
expressly provided for in these Restated Articles of
Incorporation, the Corporation shall be deemed, for all
purposes, to have reserved the right to amend, alter, change
or repeal any provision contained in these Restated Articles
of Incorporation to the extent and in the manner now or
hereafter permitted or prescribed by statute, and all rights
herein conferred upon shareholders are granted subject to such
reservation.
Section 8.2. Captions. The captions of the Articles and
Sections of these Restated Articles of Incorporation have been
inserted for convenience of reference only and do not in any
way define, limit, construe or describe the scope or intent of
any Article or Section hereof.
EXHIBIT 2(b)
BY-LAWS
OF
INTRENET, INC.
(As amended and restated June 2, 1995)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meetings. Annual meetings of the
shareholders of the Corporation shall be held on the third
Wednesday of May of each year, at such hour and at such place
within or without the State of Indiana as shall be designated
by the Board of Directors. In the absence of designation, the
meeting shall be held at the principal office of the
Corporation at 11:00 a.m. (local time). The Board of
Directors may, by resolution, change the date or time of such
annual meeting. If the day fixed for any annual meeting of
shareholders shall fall on a legal holiday, then such annual
meeting shall be held on the first following day that is not a
legal holiday.
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 Chairman of the Board 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 twenty-five percent (25%) of all
votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. If the Secretary
receives one (1) 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 Chairman of the Board,
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 ten (10) nor more than sixty (60)
days before the date of the meeting. In the event of a
special meeting of shareholders required to be called as the
result of a demand therefor made by shareholders, such notice
shall be given no later than the sixtieth (60th) 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 shareholder 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 a
shareholders' meeting shall be conclusively presumed to have
been given due notice of such meeting, including the purpose
or purposes thereof.
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. Business of Shareholder Meetings. At an
annual meeting of the shareholders, only such business shall
be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have the
legal right and authority to make the proposal for
consideration at the meeting and the shareholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation, not less than sixty (60) days
prior to the meeting; provided, however, that in the event
that less than seventy (70) days' notice or prior public
disclosure of the date of the meeting is given or made to
shareholders (which notice or public disclosure shall include
the date of the annual meeting specified in these By-Laws, if
such By-Laws have been filed with the Securities and Exchange
Commission and if the annual meeting is held on such date),
notice by the shareholder to be timely must be so received not
later than the close of business on the tenth (10th) day of
following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made.
A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the
annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name
and record address of the shareholder proposing such business,
(c) the class and number of shares of the Corporation's
capital stock which are beneficially owned by the shareholder,
and (d) any material interest of the shareholder in such
business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this
Section 1.4. The Chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in
accordance with the provisions of this Section 1.4, and if he
should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting
shall not be transacted. At any special meeting of the
shareholders, only such business shall be conducted as shall
have been specified in the notice of meeting (or any
supplement thereto) or otherwise properly brought before the
meeting by or at the direction of the Board of Directors.
Section 1.5. Notice of Shareholder Nominees. Only
persons who are nominated in accordance with the procedures
set forth in this Section 1.5 shall be eligible for election
as Directors. Nominations of persons for election to the
Board of Directors may be made at a meeting of shareholders by
or at the direction of the Board of Directors, by any
nominating committee or persons appointed by the Board of
Directors or by any shareholder of the Corporation entitled to
vote for the election of Directors at the meeting who complies
with the notice procedures set forth in this Section 1.5.
Such nominations, other than those made by or at the direction
of the Board of Directors shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the
Corporation not less than sixty (60) days prior to the
meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders (which
notice or public disclosure shall include the date of the
annual meeting specified in these By-Laws, if such By-Laws
have been filed with the Securities and Exchange Commission
and if the annual meeting is held on such date), notice by the
shareholders to be timely must be so received not later than
the close of business on the tenth (10th) day following the
day on which such notice of the date of the meeting was mailed
or such public disclosure was made. Such shareholder's notice
shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a
Director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of
shares of the Corporation's capital stock which are
beneficially owned by such person and (iv) any other
information relating to such person that is required to be
disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (including without limitation such person's written
consent to being named in the proxy statement as a nominee and
to servicing as a Director if elected); and (b) as to the
shareholder giving the notice (i) the name and record address
of such shareholder and (ii) the class and number of shares of
the Corporation's capital stock which are beneficially owned
by such shareholder. No person shall be eligible for election
as a Director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 1.5.
The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by these By-
Laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.
Section 1.6. Voting. Except as otherwise provided by
the Indiana Business Corporation Law or the Corporation's
Restated Articles of Incorporation, each share of the capital
stock of any class of the Corporation that is outstanding at
the record date established for any annual or special meeting
of shareholders and is outstanding at the time of and
represented in person or by proxy at the annual or special
meeting, shall entitle the record holder thereof, or his
proxy, to one (1) vote on each matter voted on at the meeting.
Section 1.7. Quorum. Unless the Corporation's
Restated Articles of Incorporation or the Indiana Business
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 quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
Section 1.8. 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,
except as the Corporation's Restated Articles of Incorporation
or the Indiana Business Corporation Law require a greater
number of affirmative votes. Directors shall be elected by a
plurality of the votes properly cast.
Section 1.9. 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 seventy (70) days immediately preceding
the meeting. In the absence of such determination, the record
date shall be the fiftieth (50th) 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 1.10. 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' meeting within the effective
period of such proxy) by signing an appointment form, either
personally or by the shareholders' 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 eleven (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 Indiana
Business 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.
Section 1.11. Removal of Directors. Any or all of the
members of the Board of Directors may be removed, with or
without cause, only at a meeting of the shareholders called
expressly for that purpose, by a vote of the holders of shares
representing a majority of the votes then entitled to be cast
at an election of Directors.
ARTICLE II
Directors
Section 2.1. Number and Terms. The business and
affairs of the Corporation shall be managed under the
direction of a Board of Directors consisting of up to nine (9)
Directors. The exact number of Directors may be determined
from time to time by resolution adopted by not less than a
majority of the Directors then in office. No reduction in the
number of Directors shall have the effect of shortening the
term of office of any incumbent Director. Each Director shall
be elected for a term of office to expire at the annual
meeting of shareholders next following his election.
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. Any vacancy occurring in
the Board of Directors, from whatever cause arising, shall be
filled by selection of a successor by a majority vote of the
remaining members of the Board of Directors (although less
than a quorum); provided, however, that if such vacancy or
vacancies leave the Board of Directors with no members or if
the remaining members of the Board are unable to agree upon a
successor or determine not to select a successor, such vacancy
may be filled by a vote of the shareholders at a special
meeting called for that purpose or at the next annual meeting
of shareholders. The term of a Director elected or selected
to fill a vacancy shall expire at the end of the term for
which such Director's predecessor was elected.
The Directors and each of them shall have no authority
to bind the Corporation except when acting as a Board.
Section 2.2. Quorum and Vote Required To Take Action.
A majority of the whole Board 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 Indiana
Business Corporation Law, the Corporation's Restated Articles
of Incorporation or these By-Laws.
Section 2.3. Annual and Regular Meetings. The Board
of Directors shall meet annually, without notice, immediately
following 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 and
specified in a notice of each such regular meeting, 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 any member of the
Board of Directors upon not less than twenty-four (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 (5)
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 or 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 (1)
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 cases
the action is effective on or as of the specified date. A
consent signed under this Section 2.5 shall have the same
effect as a unanimous vote of all members of the Board 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 (1) 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 (1) 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 resolution 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, 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 Restated Articles of
Incorporation under IC 23-1-38-2;
(5) adopt, amend, repeal, or waive provisions of these
By-Laws; or
(6) approve a plan of merger not requiring shareholder
approval.
(c) Except to the extent inconsistent with the
resolutions creating a committee, Sections 2.1 through 2.6 of
these By-Laws, 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 each 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, the Vice President-Finance, the
Treasurer, the Secretary, and the Controller. The Board of
Directors may also elect other Vice Presidents, Assistant
Secretaries, Assistant Treasurers, Assistant Controllers, 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 addition, the President may,
by a certificate of appointment creating the office and
defining the duties thereof delivered to the Secretary for
inclusion with the corporate records, from time to time create
and appoint such assistant officers as they deem desirable.
The officers of the Corporation shall be elected by the Board
of Directors (or appointed by the President as provided above)
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 (2) or more
offices may be held by the same person. All officers shall
serve at the pleasure of the Board of Directors and, with
respect to officers appointed by the President, also at the
pleasure of such officer. 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. An
officer appointed by the President may also be removed at any
time, with or without cause, by such officer. Vacancies in
such offices, however occurring, may be filled by the Board of
Directors at any meeting of the Board of Directors (or by
appointment by the President, to the extent provided in
Section 3.1 of these By-Laws).
Section 3.3. Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the shareholders
and of the Board of Directors if present and shall have such
powers and perform such duties as are assigned to him by the
Board of Directors.
Section 3.4. President. The President shall be the
chief executive officer of the Corporation. Subject to the
authority of the Board of Directors, he shall formulate the
major policies to be pursued in the administration of the
Corporation's affairs. He shall study and make reports and
recommendations to the Board of Directors with respect to
major problems and activities of the Corporation and shall see
that established policies are carried out. The President
shall, in the absence or incapacity of the Chairman of the
Board, perform all the duties and functions and exercise the
powers of the Chairman of the Board.
Section 3.5. Executive Vice President. The Executive
Vice President shall have such powers and perform such duties
as the Board of Directors may, from time to time, prescribe
and as the President may, from time to time, delegate to him.
Section 3.6. Vice President-Finance. The Vice
President-Finance shall be the chief financial officer of the
Corporation and shall perform all of the duties customary to
that office. He shall be responsible for all of the
Corporation's financial affairs, subject to the supervision
and direction of the President, and shall have and perform
such further powers and duties as the Board of Directors may,
from time to time, prescribe and as the President may, from
time to time, delegate to him.
Section 3.7. Vice Presidents. Each Vice President
shall have such powers and perform such duties as the Board of
Directors may, from time to time, prescribe and as the
President may, from time to time, delegate to him.
Section 3.8. Treasurer. The Treasurer shall perform
all of the duties customary to that office, including the duty
of supervising the keeping of the records of the receipts and
disbursements of the Corporation. He shall submit to the
Board of Directors at such times as the Board may require full
statements showing in detail the financial condition and
affairs of the Corporation. He shall also be responsible for
causing the Corporation to furnish financial statements to its
shareholders pursuant to IC 23-1-53-1.
Section 3.9. Assistant Treasurer. In the absence or
inability of the Treasurer, the Assistant Treasurer, if any,
shall perform only such duties as are specifically assigned to
him, in writing, by the Board of Directors, the President, the
Vice President-Finance, or the Treasurer.
Section 3.10. 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 IC 23-1-52-1 (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the
annual report required by IC 23-1-53-3. 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
Secretary of a corporation.
Section 3.11. Assistant Secretary. In the absence or
inability of the Secretary, the Assistant Secretary, if any,
shall perform only such duties as are provided herein or
specifically assigned to him, in writing, by the Board of
Directors, the President, or the Secretary.
Section 3.12. Salary. The Board of Directors may, at
its discretion, from time to time, fix the salary of any
officer by resolution included in the minute book of the
Corporation.
ARTICLE IV
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; and in the absence of
such designation, such checks, drafts, or other orders for
payment shall be signed by the President, the Executive Vice
President, the Vice President-Finance, the Treasurer, or any
of them.
ARTICLE V
Loans
Such of the officers of the Corporation 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 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 notes, 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 VI
Execution of Documents
The President or the Executive Vice President 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 VII
Stock
Section 7.1. Execution. Certificates for shares of
the capital stock of the Corporation shall be signed by the
Chairman of the Board or the President and by the Secretary
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 7.2. Contents. Each certificate issued after
the adoption of these By-Laws 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 of shares and the designation
of the series, if any, the certificate represents, and shall
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 the variations in rights, preferences, and limitations
determined for each series (and the authority of the Board of
Directors to determine variations for future series).
Section 7.3. Transfers. Except as otherwise provided
by law or by resolution of the Board of Directors, transfers
of shares of the capital stock 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 7.4. Stock Transfer Records. There shall be
entered upon the stock 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 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 stock 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 names 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 7.5. Transfer Agents and Registrars. The
Board of Directors may appoint one or more transfer agents and
one or more registrars and may require each stock certificate
to bear the signature of either or both.
Section 7.6. Loss, Destruction, or Mutilation of
Certificates. The holder of any of the capital stock of the
Corporation shall immediately notify the Corporation of any
loss, destruction, or mutilation of the certificate therefor,
and the Board of Directors may, in its discretion, cause to be
issued to him a new certificate or certificates of stock, 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 registrars, if any, against any claim that may be made
against them or any of them with respect to the capital stock
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 7.7. Form of Certificates. The form of the
certificates for shares of the capital stock of the
Corporation shall conform to the requirements of Section 7.2
of these By-Laws and be in such printed form as shall from
time to time be approved by resolution of the Board of
Directors.
ARTICLE VIII
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 and "INDIANA" on the periphery
thereof and the word "SEAL" in the center.
ARTICLE IX
Miscellaneous
Section 9.1. Indiana Business Corporation Law. The
provisions of the Indiana Business Corporation law, as
amended, applicable to all matters relevant to, but not
specifically covered by, these By-Laws are hereby, by
reference, incorporated in and made a part of these By-Laws.
Section 9.2. Fiscal Year. The fiscal year of the
Corporation shall end of the 31st of December of each year.
Section 9.3. Amendments. These By-Laws may be
rescinded, changed, or amended, and provisions hereof may be
waived, at any meeting of the Board of Directors by the
affirmative vote of a majority of the entire number of
Directors at the time, except as otherwise required by the
Corporation's Restated Articles of Incorporation or by the
Indiana Business Corporation Law.