CODE OF BY-LAWS
OF
INDIANA ENERGY, INC.
AS AMENDED AND RESTATED
IN FULL ON JULY 1, 1987
AS FURTHER AMENDED OCTOBER 27, 1989
AS FURTHER AMENDED AUGUST 31, 1990
AS FURTHER AMENDED JULY 26, 1991
AS FURTHER AMENDED SEPTEMBER 24, 1993
AS FURTHER AMENDED FEBRUARY 25, 1994
AS FURTHER AMENDED JULY 28, 1995
AS FURTHER AMENDED APRIL 26, 1996
AS FURTHER AMENDED JULY 26, 1996
AS FURTHER AMENDED APRIL 25, 1997
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office (the
"Principal Office") of INDIANA ENERGY, INC. (the
"Corporation") shall be at the registered office of the
Corporation, or such other place as shall be determined by
resolution of the Board of Directors of the Corporation (the
"Board").
SECTION 2. OTHER OFFICES. The Corporation may have such
other offices at such other places within or without the State
of Indiana as the Board may from time to time designate, or as
the business of the Corporation may require.
ARTICLE II
SEAL
SECTION 1. CORPORATE SEAL. The corporate seal of the
Corporation (the "Seal") shall be circular in form and shall
have inscribed thereon the words "INDIANA ENERGY, INC. -
CORPORATE SEAL - INDIANA." Use of the Seal or an impression
thereof shall not be required, and shall not affect the
validity of any instrument whatsoever.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETING. Every meeting of the
shareholders of the Corporation (the "Shareholders") shall be
held at the Principal Office, unless a different place is
specified in the notice or waiver of notice of such meeting or
by resolution of the Board or the Shareholders, in which event
such meeting may be held at the place so specified, either
within or without the State of Indiana.
SECTION 2. ANNUAL MEETING. The annual meeting of the
shareholders (the "Annual Meeting") shall be held each year at
10:30 o'clock A.M. on the fourth Wednesday in January, or such
other time or date determined by resolution of the Board, for
the purpose of electing directors of the Corporation
("Directors") and for the transaction of such other business
as may legally come before the Annual Meeting. If for any
reason the Annual Meeting shall not be held at the date and
time specified or fixed as herein provided, the business to be
transacted at such Annual Meeting may be transacted at any
special meeting of the Shareholders (a "Special Meeting")
called for that purpose.
SECTION 3. NOTICE OF ANNUAL MEETING. Written or printed
notice of the Annual Meeting, stating the date, time and place
thereof, shall be delivered or mailed by the Secretary or an
Assistant Secretary to each Shareholder of record entitled to
notice of such Meeting, at such address as appears on the
records of the Corporation, at least ten and not more than
sixty days before the date of such Meeting.
SECTION 4. SPECIAL MEETINGS. Special Meetings, for any
purpose or purposes (unless otherwise prescribed by law), may
be called by the Board, the Chief Executive Officer or the
President, and shall be called by the Chief Executive Officer,
the President or any Vice President at (a) the request in
writing of a majority of the Board, or (b) the written demand,
delivered to the Secretary, of Shareholders holding of record
not less than a majority of the voting power of all the shares
of the Corporation ("Shares") issued and outstanding and
entitled by the Amended and Restated Articles of Incorporation
of the Corporation, as the same may, from time to time, be
amended (the "Articles"), to vote on the business proposed to
be transacted thereat; provided however that, for purposes of
calculating such majority, only shares which have been
beneficially owned or held of record by the holders thereof
for at least three (3) years shall be included. All requests
or demands for Special Meetings shall state the purpose or
purposes thereof, and the business transacted at such Meeting
shall be confined to the purposes stated in the call and
matters germane thereto.
SECTION 5. NOTICE OF SPECIAL MEETINGS. Written or
printed notice of all Special Meetings, stating the date,
time, place and purpose or purposes thereof, shall be
delivered or mailed by the Secretary or the Chief Executive
Officer, the President or the Vice President calling the
Meeting to each Shareholder of record entitled to notice of
such Meeting, at such address as appears on the records of the
Corporation, at least ten and not more than sixty days before
the date of such Meeting. Notice of any Special Meeting
called at the written demand of Shareholders shall be
delivered or mailed within sixty days of the Secretary's
receipt of such demand.
SECTION 6. WAIVER OF NOTICE OF MEETINGS. Notice of any
Annual or Special Meeting (a "Meeting") may be waived in
writing by any Shareholder, before or after the date and time
of the Meeting specified in the notice thereof, by a written
waiver delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. A Shareholder's
attendance at any Meeting in person or by proxy shall
constitute a waiver of (a) notice of such Meeting, unless the
Shareholder at the beginning of the Meeting objects to the
holding of or the transaction of business at the Meeting, and
(b) consideration at such Meeting of any business that is not
within the purpose or purposes described in the Meeting
notice, unless the Shareholder objects to considering the
matter when it is presented.
SECTION 7. QUORUM. At any Meeting, the holders of a
majority of the voting power of Shares issued and outstanding
and entitled to vote at such Meeting, represented in person or
by proxy, shall constitute a quorum for the election of
Directors or for the transaction of other business, unless
otherwise provided by law, the Articles or this Code of By-
Laws, as the same may, from time to time, be amended (these
"By-Laws"). If, however, a quorum shall not be present or
represented at any Meeting, the Shareholders entitled to vote
thereat, present in person or represented by proxy, shall have
power to adjourn the Meeting from time to time, without notice
other than announcement at the Meeting of the date, time and
place of the adjourned Meeting, unless the date of the
adjourned Meeting requires that the Board fix a new record
date (the "Record Date") therefor, in which case notice of the
adjourned Meeting shall be given. At such adjourned Meeting,
if a quorum shall be present or represented, any business may
be transacted that might have been transacted at the Meeting
as originally scheduled.
SECTION 8. VOTING. At each Meeting, every Shareholder
entitled to vote shall have one vote for each Share standing
in his name on the books of the Corporation as of the Record
Date fixed by the Board for such Meeting, except as otherwise
provided by law or the Articles, and except that no Share
shall be voted at any Meeting upon which any installment is
due and unpaid. Voting for Directors and, upon the demand of
any Shareholder, voting upon any question properly before a
Meeting, shall be by ballot. A plurality vote shall be
necessary to elect any Director, and on all other matters, the
action or a question shall be approved if the number of votes
cast thereon in favor of the action or question exceeds the
number of votes cast opposing the action or question, except
as otherwise provided by law or the Articles.
SECTION 9. SHAREHOLDER LIST. The Secretary shall
prepare before each Meeting a complete list of the
Shareholders entitled to notice of such Meeting, arranged in
alphabetical order by class of Shares (and each series within
a class), and showing the address of, and the number of Shares
entitled to vote held by, each Shareholder (the "Shareholder
List"). Beginning five business days before the Meeting and
continuing throughout the Meeting, the Shareholder List shall
be on file at the Principal Office or at a place identified in
the Meeting notice in the city where the Meeting will be held,
and shall be available for inspection by any Shareholder
entitled to vote at the Meeting. On written demand, made in
good faith and for a proper purpose and describing with
reasonable particularity the Shareholder's purpose, and if the
Shareholder List is directly connected with the Shareholder's
purpose, a Shareholder (or such Shareholder's agent or
attorney authorized in writing) shall be entitled to inspect
and to copy the Shareholder List, during regular business
hours and at the Shareholder's expense, during the period the
Shareholder List is available for inspection. The original
stock register or transfer book (the "Stock Book"), or a
duplicate thereof kept in the State of Indiana, shall be the
only evidence as to who are the Shareholders entitled to
examine the Shareholder List, or to notice of or to vote at
any Meeting.
SECTION 10. PROXIES. A Shareholder may vote either in
person or by proxy executed in writing by the Shareholder or a
duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from the date of its execution, unless a
longer time is expressly provided therein.
SECTION 11. NOTICE OF SHAREHOLDER BUSINESS. At any
meeting of the shareholders, only such business may be
conducted as shall have been properly brought before the
meeting, and as shall have been determined to be lawful and
appropriate for consideration by shareholders at the meeting.
To be properly brought before a meeting, business must be (a)
specified in the notice of meeting given in accordance with
Section 3 or 5 of this Article III, (b) otherwise properly
brought before the meeting by or at the direction of the board
of directors or the chief executive officer, or (c) otherwise
properly brought before the meeting by a shareholder. For
business to be properly brought before a meeting by a
shareholder pursuant to clause (c) above, 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
office of the Corporation, not less than fifty days nor more
than ninety days prior to the meeting; provided, however, that
in the event that less than sixty days' notice of the date of
the meeting is given to shareholders, notice by the
shareholder to be timely must be so received not later than
the close of business on the tenth day following the day on
which such notice of the date of the meeting was given. A
shareholder's notice to the secretary shall set forth as to
each matter the shareholder proposes to bring before the
meeting (a) a brief description of the business desired to be
brought before the meeting, (b) the name and address, as they
appear on the Corporation's stock records, of the shareholder
proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the
shareholder, and (d) any interest of the shareholder in such
business. Notwithstanding anything in these by-laws to the
contrary, no business shall be conducted at a meeting except
in accordance with the procedures set forth in this Section
11. The person presiding at the meeting shall, if the facts
warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with
the by-laws, or that business was not lawful or appropriate
for consideration by shareholders at the meeting, and if he
should so determine, he shall so declare to the meeting and
any such business shall not be transacted.
SECTION 12. NOTICE OF SHAREHOLDER NOMINEES. Nominations
of persons for election to the Board of Directors of the
Corporation may be made at any meeting of shareholders by or
at the direction of the Board of Directors or by any
shareholder of the Corporation entitled to vote for the
election of directors at the meeting. Shareholder nominations
shall be made pursuant to timely notice given in writing to
the Secretary of the Corporation in accordance with Section 11
of this Article III. Such shareholder's notice shall set
forth, in addition to the information required by Section 11,
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 which are
beneficially owned by such person, (iv) any other information
relating to such person that is required to be disclosed in
solicitation 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
serving as a director, if elected), and (v) the qualifications
of the nominee to serve as a director of the Corporation. No
shareholder nomination shall be effective unless made in
accordance with the procedures set forth in this Section 12.
The person presiding at the meeting shall, if the facts
warrant, determine and declare to the meeting that a
shareholder nomination was not made in accordance with the by-
laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. NUMBER. The business and affairs of the
Corporation shall be managed by a Board of twelve (12)
Directors, divided into three classes as provided in the
Articles. The Board may elect or appoint, from among its
members, a Chairman of the Board (the "Chairman"), who need
not be an Officer or employee of the Corporation. The
Chairman shall preside at all Shareholders Meetings and Board
Meetings and shall have such other powers and perform such
other duties as are incident to such position and as may be
assigned by the Board.
SECTION 2. VACANCIES AND REMOVAL. Any vacancy occurring
in the Board shall be filled as provided in the Articles.
Shareholders shall be notified of any increase in the number
of Directors and the name, principal occupation and other
pertinent information about any Director elected by the Board
to fill any vacancy. Any Director, or the entire Board, may
be removed from office only as provided in the Articles.
SECTION 3. POWERS AND DUTIES. In addition to the powers
and duties expressly conferred upon it by law, the Articles or
these By-Laws, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not
inconsistent with the law, the Articles or these By-Laws.
SECTION 4. ANNUAL BOARD MEETING. Unless otherwise
determined by the Board, the Board shall meet each year
immediately after the Annual Meeting, at the place where such
Meeting has been held, for the purpose of organization,
election of Officers of the Corporation (the "Officers") and
consideration of any other business that may properly be
brought before such annual meeting of the Board (the "Annual
Board Meeting"). No notice shall be necessary for the holding
of the Annual Board Meeting. If the Annual Board Meeting is
not held as above provided, the election of Officers may be
held at any subsequent duly constituted meeting of the Board
(a "Board Meeting").
SECTION 5. REGULAR BOARD MEETINGS. Regular meetings of
the Board ("Regular Board Meetings") may be held at stated
times or from time to time, and at such place, either within
or without the State of Indiana, as the Board may determine,
without call and without notice.
SECTION 6. SPECIAL BOARD MEETINGS. Special meetings of
the Board ("Special Board Meetings") may be called at any time
or from time to time, and shall be called on the written
request of at least two Directors, by the Chairman, the Chief
Executive Officer or the President, by causing the Secretary
or any Assistant Secretary to give to each Director, either
personally or by mail, telephone, telegraph, teletype or other
form of wire or wireless communication at least two days'
notice of the date, time and place of such Meeting. Special
Board Meetings shall be held at the Principal Office or at
such other place, within or without the State of Indiana, as
shall be specified in the respective notices or waivers of
notice thereof.
SECTION 7. WAIVER OF NOTICE AND ASSENT. A Director may
waive notice of any Board Meeting before or after the date and
time of the Board Meeting stated in the notice by a written
waiver signed by the Director and filed with the minutes or
corporate records. A Director's attendance at or
participation in a Board Meeting shall constitute a waiver of
notice of such Meeting and assent to any corporate action
taken at such Meeting, unless (a) the Director at the
beginning of such Meeting (or promptly upon his arrival)
objects to holding of or transacting business at the Meeting
and does not thereafter vote for or assent to action taken at
the Meeting; (b) the Director's dissent or abstention from the
action taken is entered in the minutes of such Meeting; or (c)
the Director delivers written notice of his dissent or
abstention to the presiding Director at such Meeting before
its adjournment, or to the Secretary immediately after its
adjournment. The right of dissent or abstention is not
available to a Director who votes in favor of the action
taken.
SECTION 8. QUORUM. At all Board Meetings, a majority of
the number of Directors designated for the full Board (the
"Full Board") shall be necessary to constitute a quorum for
the transaction of any business, except (a) that for the
purpose of filling of vacancies a majority of Directors then
in office shall constitute a quorum, and (b) that a lesser
number may adjourn the Meeting from time to time until a
quorum is present. The act of a majority of the Board present
at a Meeting at which a quorum is present shall be the act of
the Board, unless the act of a greater number is required by
law, the Articles or these By-Laws.
SECTION 9. AUDIT AND OTHER COMMITTEES OF THE BOARD. The
Board shall, by resolution adopted by a majority of the Full
Board, designate an Audit Committee comprised of two or more
Directors, which shall have such authority and exercise such
duties as shall be provided by resolution of the Board. The
Board may, by resolution adopted by such majority, also
designate other regular or special committees of the Board
("Committees"), in each case comprised of two or more
Directors and to have such powers and exercise such duties as
shall be provided by resolution of the Board.
SECTION 10. RESIGNATIONS. Any Director may resign at
any time by giving written notice to the Board, the Chairman,
the Chief Executive Officer, the President or the Secretary.
Any such resignation shall take effect when delivered unless
the notice specifies a later effective date. Unless otherwise
specified in the notice, the acceptance of such resignation
shall not be necessary to make it effective.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS. The Officers shall be the Chief
Executive Officer, the President, one or more Vice Presidents,
the Secretary and the Treasurer, and may include one or more
Assistant Secretaries, one or more Assistant Treasurers, a
Controller and one or more Assistant Controllers. Any two or
more offices may be held by the same person. The Board may
from time to time elect or appoint such other Officers as it
shall deem necessary, who shall exercise such powers and
perform such duties as may be prescribed from time to time by
these By-Laws or, in the absence of a provision in these By-
Laws in respect thereto, as may be prescribed from time to
time by the Board.
SECTION 2. ELECTION OF OFFICERS. The Officers shall be
elected by the Board at the Annual Board Meeting and shall
hold office for one year or until their respective successors
shall have been duly elected and shall have qualified;
provided, however, that the Board may at any time elect one or
more persons to new or different offices and/or change the
title, designation and duties and responsibilities of any of
the Officers consistent with the law, the Articles and these
By-Laws.
SECTION 3. VACANCIES; REMOVAL. Any vacancy among the
Officers may be filled for the unexpired term by the Board.
Any Officer may be removed at any time by the affirmative vote
of a majority of the Full Board.
SECTION 4. DELEGATION OF DUTIES. In the case of the
absence, disability, death, resignation or removal from office
of any Officer, or for any other reason that the Board shall
deem sufficient, the Board may delegate, for the time being,
any or all of the powers or duties of such Officer to any
other Officer or to any Director.
SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be a Director and, subject to the control of the
Board, shall have general charge of, and supervision and
authority over, the business and affairs of the Corporation.
If the Chief Executive Officer is not also the Chairman, in
the case of the absence or disability of the Chairman or if no
Chairman shall be elected or appointed by the Board, the Chief
Executive Officer shall preside at all Shareholders' Meetings
and Board Meetings.
SECTION 6. PRESIDENT. The President shall be a
Director, and, subject to the supervision of the Board,
itself, and the Chief Executive Officer, shall have general
charge of, and supervision and authority over, the operations
of the Corporation, and shall have such other powers and
perform such other duties as are incident to this office and
as may be assigned to him by the Board or the Chief Executive
Officer. In the case of the absence, disability, death,
resignation, or removal from office of the Chief Executive
Officer or the vacancy of that office, the powers and duties
of the Chief Executive Officer shall, for the time being,
devolve upon and be exercised by the President, and he shall
thereupon, during such period, exercise and perform all of the
powers and duties of the Chief Executive Officer, except as
may otherwise be provided by the Board.
SECTION 7. VICE PRESIDENTS. Each of the Vice Presidents
shall have such powers and perform such duties as may be
prescribed for him by the Board or delegated to him by the
Chief Executive Officer or the President. In the case of the
absence, disability, death, resignation or removal from office
of the President, the powers and duties of the President
shall, for the time being, devolve upon and be exercised by
the Executive Vice President, if there be one, and if not,
then by such one of the Vice Presidents as the Board, the
Chief Executive Officer or the President may designate, or, if
there be but one Vice President, then upon such Vice
President; and he shall thereupon, during such period,
exercise and perform all of the powers and duties of the
President, except as may be otherwise provided by the Board.
SECTION 8. SECRETARY. The Secretary shall have the
custody and care of the Seal, records, minutes and the Stock
Book of the Corporation; shall attend all Shareholders'
Meetings and Board Meetings, and duly record and keep the
minutes of their proceedings in a book or books to be kept for
that purpose; shall give or cause to be given notice of all
Shareholders' Meetings and Board Meetings when such notice
shall be required; shall file and take charge of all papers
and documents belonging to the Corporation; and shall have
such other powers and perform such other duties as are
incident to the office of secretary of a business corporation,
subject at all times to the direction and control of the
Board, the Chief Executive Officer and the President.
SECTION 9. ASSISTANT SECRETARIES. Each of the Assistant
Secretaries shall assist the Secretary in his duties and shall
have such other powers and perform such other duties as may be
prescribed for him by the Board or delegated to him by the
Chief Executive Officer or the President. In case of the
absence, disability, death, resignation or removal from office
of the Secretary, his powers and duties shall, for the time
being, devolve upon such one of the Assistant Secretaries as
the Board, the Chief Executive Officer, the President or the
Secretary may designate, or, if there be but one Assistant
Secretary, then upon such Assistant Secretary; and he shall
thereupon, during such period, exercise and perform all of the
powers and duties of the Secretary, except as may be otherwise
provided by the Board.
SECTION 10. TREASURER. The Treasurer shall have control
over all records of the Corporation pertaining to moneys and
securities belonging to the Corporation; shall have charge of,
and be responsible for, the collection, receipt, custody and
disbursements of funds of the Corporation; shall have the
custody of all securities belonging to the Corporation; shall
keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation; and shall disburse the
funds of the Corporation as may be ordered by the Board,
taking proper receipts or making proper vouchers for such
disbursements and preserving the same at all times during his
term of office. When necessary or proper, he shall endorse on
behalf of the Corporation all checks, notes or other
obligations payable to the Corporation or coming into his
possession for or on behalf of the Corporation, and shall
deposit the funds arising therefrom, together with all other
funds and valuable effects of the Corporation coming into his
possession, in the name and the credit of the Corporation in
such depositories as the Board from time to time shall direct,
or in the absence of such action by the Board, as may be
determined by the Chief Executive Officer, the President or
any Vice President. If the Board has not elected a Controller
or an Assistant Controller, or in the absence or disability of
the Controller and each Assistant Controller or if, for any
reason, a vacancy shall occur in such offices, then during
such period the Treasurer shall have, exercise and perform all
of the powers and duties of the Controller. The Treasurer
shall also have such other powers and perform such other
duties as are incident to the office of treasurer of a
business corporation, subject at all times to the direction
and control of the Board, the Chief Executive Officer and the
President.
If required by the Board, the Treasurer shall give the
Corporation a bond, in such an amount and with such surety or
sureties as may be ordered by the Board, for the faithful
performance of the duties of his office and for the
restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the
Corporation.
SECTION 11. ASSISTANT TREASURERS. Each of the Assistant
Treasurers shall assist the Treasurer in his duties, and shall
have such other powers and perform such other duties as may be
prescribed for him by the Board or delegated to him by the
Chief Executive Officer or the President. In case of the
absence, disability, death, resignation or removal from office
of the Treasurer, his powers and duties shall, for the time
being, devolve upon such one of the Assistant Treasurers as
the Board, the Chief Executive Officer, the President or the
Treasurer may designate, or, if there be but one Assistant
Treasurer, then upon such Assistant Treasurer; and he shall
thereupon, during such period, exercise and perform all the
powers and duties of the Treasurer except as may be otherwise
provided by the Board. If required by the Board, each
Assistant Treasurer shall likewise give the Corporation a
bond, in such amount and with such surety or sureties as may
be ordered by the Board, for the same purposes as the bond
that may be required to be given by the Treasurer.
SECTION 12. CONTROLLER. The Controller shall have
direct control over all accounting records of the Corporation
pertaining to moneys, properties, materials and supplies,
including the bookkeeping and accounting departments; shall
have direct supervision over the accounting records in all
other departments pertaining to moneys, properties, materials
and supplies; shall render to the Chief Executive Officer, the
President and the Board, at Regular Board Meetings or whenever
the same shall be required, an account of all his transactions
as Controller and of the financial condition of the
Corporation; and shall have such other powers and perform such
other duties as are incident to the office of controller of a
business corporation, subject at all times to the direction
and control of the Board, the Chief Executive Officer and the
President.
SECTION 13. ASSISTANT CONTROLLERS. Each of the
Assistant Controllers shall assist the Controller in his
duties, and shall have such other powers and perform such
other duties as may be prescribed for him by the Board or
delegated to him by the Chief Executive Officer or the
President. In case of the absence, disability, death,
resignation or removal from office of the Controller, his
powers and duties shall, for the time being, devolve upon such
one of the Assistant Controllers as the Board, the Chief
Executive Officer, the President or the Controller may
designate, or, if there be but one Assistant Controller, then
upon such Assistant Controller; and he shall thereupon, during
such period, exercise and perform all the powers and duties of
the Controller, except as may be otherwise provided by the
Board.
ARTICLE VI
CERTIFICATES FOR SHARES
SECTION 1. CERTIFICATES. Certificates for Shares
("Certificates") shall be in such form, consistent with law
and the Articles, as shall be approved by the Board.
Certificates for each class, or series within a class, of
Shares, shall be numbered consecutively as issued. Each
Certificate shall state the name of the Corporation and that
it is organized under the laws of the State of Indiana; the
name of the registered holder; the number and class and the
designation of the series, if any, of the Shares represented
thereby; and a summary of the designations, relative rights,
preferences and limitations applicable to such class and, if
applicable, the variations in rights, preferences and
limitations determined for each series and the authority of
the Board to determine such variations for future series;
provided, however, that such summary may be omitted if the
Certificate states conspicuously on its front or back that the
Corporation will furnish the Shareholder such information upon
written request and without charge. Each Certificate shall be
signed (either manually or in facsimile) by (i) the Chief
Executive Officer, the President or a Vice President and (ii)
the Secretary or an Assistant Secretary, or by any two or more
Officers that may be designated by the Board, and may have
affixed thereto the Seal, which may be a facsimile, engraved
or printed.
SECTION 2. RECORD OF CERTIFICATES. Shares shall be
entered in the Stock Book as they are issued, and shall be
transferable on the Stock Book by the holder thereof in
person, or by his attorney duly authorized thereto in writing,
upon the surrender of the outstanding Certificate therefor
properly endorsed.
SECTION 3. LOST OR DESTROYED CERTIFICATES. Any person
claiming a Certificate to be lost or destroyed shall make
affidavit or affirmation of that fact and, if the Board, the
Chief Executive Officer or the President shall so require,
shall give the Corporation and/or the transfer agents and
registrars, if they shall so require, a bond of indemnity, in
form and with one or more sureties satisfactory to the Board,
the Chief Executive Officer or the President and/or the
transfer agents and registrars, in such amount as the Board,
the Chief Executive Officer or the President may direct and/or
the transfer agents and registrars may require, whereupon a
new Certificate may be issued of the same tenor and for the
same number of Shares as the one alleged to be lost or
destroyed.
SECTION 4. SHAREHOLDER ADDRESSES. Every Shareholder
shall furnish the Secretary with an address to which notices
of Meetings and all other notices may be served upon him or
mailed to him, and in default thereof notices may be addressed
to him at his last known address or at the Principal Office.
ARTICLE VII
CORPORATE BOOKS AND RECORDS
SECTION 1. PLACES OF KEEPING. Except as otherwise
provided by law, the Articles or these By-Laws, the books and
records of the Corporation (including the "Corporate Records,"
as defined in the Articles) may be kept at such place or
places, within or without the State of Indiana, as the Board
may from time to time by resolution determine or, in the
absence of such determination by the Board, as shall be
determined by the Chief Executive Officer or the President.
SECTION 2. STOCK BOOK. The Corporation shall keep at
the Principal Office the original Stock Book or a duplicate
thereof, or, in case the Corporation employs a stock registrar
or transfer agent within or without the State of Indiana,
another record of the Shareholders in a form that permits
preparation of a list of the names and addresses of all the
Shareholders, in alphabetical order by class of Shares,
stating the number and class of Shares held by each
Shareholder (the "Record of Shareholders").
SECTION 3. INSPECTION OF CORPORATE RECORDS. Any
Shareholder (or the Shareholder's agent or attorney authorized
in writing) shall be entitled to inspect and copy at his
expense, after giving the Corporation at least five business
days written notice of his demand to do so, the following
Corporate Records: (1) the Articles; (2) these By-Laws; (3)
minutes of all Shareholders' Meetings and records of all
actions taken by the Shareholders without a meeting
(collectively, "Shareholders Minutes") for the prior three
years; (4) all written communications by the Corporation to
the Shareholders including the financial statements furnished
by the Corporation to the Shareholders for the prior three
years; (5) a list of the names and business addresses of the
current Directors and the current Officers; and (6) the most
recent Annual Report of the Corporation as filed with the
Secretary of State of Indiana. Any Shareholder (or the
Shareholder's agent or attorney authorized in writing) shall
also be entitled to inspect and copy at his expense, after
giving the Corporation at least five business days written
notice of his demand to do so, the following Corporate
Records, if his demand is made in good faith and for a proper
purpose and describes with reasonable particularity his
purpose and the records he desires to inspect, and the records
are directly connected with his purpose: (1) to the extent
not subject to inspection under the previous sentence,
Shareholders Minutes, excerpts from minutes of Board Meetings
and of Committee meetings, and records of any actions taken by
the Board or any Committee without a meeting; (2) appropriate
accounting records of the Corporation; and (3) the Record of
Shareholders.
SECTION 4. RECORD DATE. The Board may, in its
discretion, fix in advance a Record Date not more than seventy
days before the date (a) of any Shareholders' Meeting, (b) for
the payment of any dividend or the making of any other
distribution, (c) for the allotment of rights, or (d) when any
change or conversion or exchange of Shares shall go into
effect. If the Board fixes a Record Date, then only
Shareholders who are Shareholders of record on such Record
Date shall be entitled (a) to notice of and/or to vote at any
such Meeting, (b) to receive any such dividend or other
distribution, (c) to receive any such allotment of rights, or
(d) to exercise the rights in respect of any such change,
conversion or exchange of Shares, as the case may be,
notwithstanding any transfer of Shares on the Stock Book after
such Record Date.
SECTION 5. TRANSFER AGENTS; REGISTRARS. The Board may
appoint one or more transfer agents and registrars for its
Shares and may require all Certificates to bear the signature
either of a transfer agent or of a registrar, or both.
ARTICLE VIII
CHECKS, DRAFTS, DEEDS AND SHARES OF STOCK
SECTION 1. CHECKS, DRAFTS, NOTES, ETC. All checks,
drafts, notes or orders for the payment of money of the
Corporation shall, unless otherwise directed by the Board or
otherwise required by law, be signed by one or more Officers
as authorized in writing by the Chief Executive Officer or the
President. In addition, the Chief Executive Officer or the
President may authorize any one or more employees of the
Corporation ("Employees") to sign checks, drafts and orders
for the payment of money not to exceed specific maximum
amounts as designated in writing by the Chief Executive
Officer or the President for any one check, draft or order.
When so authorized by the Chief Executive Officer or the
President, the signature of any such Officer or Employee may
be a facsimile signature.
SECTION 2. DEEDS, NOTES, BONDS, MORTGAGES, CONTRACTS,
ETC. All deeds, notes, bonds and mortgages made by the
Corporation, and all other written contracts and agreements,
other than those executed in the ordinary course of corporate
business, to which the Corporation shall be a party, shall be
executed in its name by the Chief Executive Officer, the
President, a Vice President or any other Officer so authorized
by the Board and, when necessary or required, the Secretary or
an Assistant Secretary shall attest the execution thereof.
All written contracts and agreements into which the
Corporation enters in the ordinary course of corporate
business shall be executed by any Officer or by any other
Employee designated by the Chief Executive Officer, the
President or a Vice President to execute such contracts and
agreements.
SECTION 3. SALE OR TRANSFER OF STOCK. Subject always to
the further orders and directions of the Board, any share of
stock issued by any corporation and owned by the Corporation
(including reacquired Shares of the Corporation) may, for sale
or transfer, be endorsed in the name of the Corporation by the
Chief Executive Officer, the President or a Vice President,
and said endorsement shall be duly attested by the Secretary
or an Assistant Secretary either with or without affixing
thereto the Seal.
SECTION 4. VOTING OF STOCK OF OTHER CORPORATIONS.
Subject always to the further orders and directions of the
Board, any share of stock issued by any other corporation and
owned or controlled by the Corporation (an "Investment Share")
may be voted at any shareholders' meeting of such other
corporation by the Chief Executive Officer, the President or a
Vice President. Whenever, in the judgment of the Chief
Executive Officer or the President, it is desirable for the
Corporation to execute a proxy or give a shareholder's consent
in respect of any Investment Share, such proxy or consent
shall be executed in the name of the Corporation, by the Chief
Executive Officer, the President or a Vice President, and,
when necessary or required, shall be attested by the Secretary
or an Assistant Secretary either with or without affixing
thereto the Seal. Any person or persons designated in the
manner above stated as the proxy or proxies of the Corporation
shall have full right, power and authority to vote an
Investment Share the same as such Investment Share might be
voted by the Corporation.
ARTICLE IX
FISCAL YEAR
SECTION 1. FISCAL YEAR. The Corporation's fiscal year
shall begin on October 1 of each year and end on September 30
of the following year.
ARTICLE X
AMENDMENTS
SECTION 1. AMENDMENTS. These By-Laws may be altered,
amended or repealed, in whole or in part, and new By-Laws may
be adopted, at any Board Meeting by the affirmative vote of a
majority of the Full Board.