Exhibit 3.6(b)
ELDER-BEERMAN HOLDINGS INC.
CODE OF REGULATIONS
Adopted: December 13, 1999
* * * * *
ARTICLE I: SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of the
Company for the election of directors, the consideration of reports to be laid
before the meeting, and the transaction of such other business as may properly
be brought before the meeting shall be held in the place described in the
Articles of Incorporation (the "Articles") as the place where the principal
office of the Company is or is to be located, or at such other place either
within or without the State of Ohio as determined by the Chairman of the Board,
if any, or the President and specified in the notice of the meeting, at 10:00
o'clock a.m., on the second Tuesday in May of each year, or at such other time
and on such other date as the Board of Directors may determine.
Section 2. Special Meetings. Special meetings of the shareholders of the
Company may be held on any business day when called by the Chairman of the
Board, if any, the President, the Board of Directors acting at a meeting, a
majority of the directors acting without a meeting, or the persons who hold
twenty-five percent of all the shares outstanding and entitled to vote at the
meeting. Upon request in writing delivered either in person or by registered
mail to the President or the Secretary by any persons entitled to call a meeting
of the shareholders, that officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a date not less
than seven (7) or more than sixty (60) days after receipt of the request, as
that officer may fix. If the notice is not given within twenty (20) days after
the delivery or mailing of the request, the persons calling the meeting may fix
the time of the meeting and give notice thereof in the manner provided by law or
as provided in these Regulations or cause the notice to be given by any
designated representative. Each special meeting shall be held at the principal
office of the Company unless the meeting is called by the Chairman of the Board,
if any, the President, or the directors, in which case the meeting may be held
at any place either within or without the State of Ohio as designated by the
party calling the meeting and specified in the notice of the meeting.
Section 3. Notice of Meetings. Not less than seven (7) or more than sixty
(60) days before the date fixed for a meeting of the shareholders, written
notice stating the time, place, and purposes of the meeting shall be given by or
at the direction of the Secretary or an Assistant Secretary. The notice shall be
given by personal delivery or by mail to each shareholder entitled to notice of
the meeting who is of record as of the day next preceding the date on which
notice is given or, if a record date therefor is duly fixed, of record as of
that date. If mailed, the notice shall be addressed to the shareholders at their
respective addresses as they appear on the records of the Company. Notice of the
time, place, and purposes of any meeting of the shareholders may be waived in
writing, either before or after the holding of the meeting, by any shareholder,
which writing shall be filed with or entered upon the records of the Company.
Attendance of any
shareholder at any meeting without protesting prior to or at the commencement of
the meeting, the lack of proper notice shall be deemed to be a waiver by such
shareholder of notice of the meeting.
Section 4. Quorum; Adjournment. Except as may be otherwise provided by law
or by the Articles of Incorporation, at any meeting of the shareholders the
holders of shares entitled to exercise a majority of the voting power of the
Company present in person or by proxy shall constitute a quorum for the meeting,
except that no action required by law, the Articles, or these Regulations to be
authorized or taken by a designated proportion of the shares of any particular
class or of each class of the Company may be authorized or taken by a lesser
proportion and except that the holders of a majority of the voting shares
represented at the meeting, whether or not a quorum is present, may adjourn the
meeting from time to time. If any meeting is adjourned, notice of adjournment
need not be given if the time and place to which the meeting is adjourned are
fixed and announced at the meeting.
Section 5. Action without a Meeting. Except as provided in Article XI with
respect to the amendment of these Regulations or the adoption of new Regulations
by written consent, any other action that may be authorized or taken at a
meeting of the shareholders may be authorized or taken without a meeting with
the affirmative vote or approval of, and in a writing or writings signed by or
on behalf of, all of the shareholders who would be entitled to notice of a
meeting of the shareholders held for the purpose, which writing or writings
shall be filed with or entered upon the records of the Company.
Section 6. Inspectors of Election. Inspectors of Election may be appointed
to act at any meeting of shareholders in accordance with the statute.
Section 7. List of Shareholders. At any meeting of shareholders, an
alphabetically arranged list, or classified lists, of the shareholders of record
as of the applicable record date who are entitled to vote, showing their
respective addresses and the number and classes of shares held by each, shall be
produced on the request of any shareholder.
Section 8. Proxies. Persons entitled to vote shares or to act with respect
to shares may vote or act in person or by proxy. The person appointed as proxy
need not be a shareholder. Unless the writing appointing a proxy otherwise
provides, the presence at a meeting of the person who appointed a proxy shall
not automatically operate to revoke the appointment. Notice to the Company, in
writing or in open meeting, of the revocation of the appointment of a proxy
shall not affect any vote or act previously taken or authorized.
Section 9. Approval and Ratification of Acts of Officers and Directors.
Except as otherwise provided by the Articles or by law, any contract, action, or
transaction, prospective or past, of the Company or of the Board of Directors or
of any director or officer may be approved or ratified by the affirmative vote
in person or by proxy of the holders of record of a majority of the shares held
by persons not interested in the contract, action, or transaction and entitled
to vote in the election of directors (without regard to voting powers that may
thereafter exist upon a default, failure, or other contingency), which approval
or ratification shall be as valid and binding as though affirmatively voted for
or consented to by every shareholder of the Company.
-2-
ARTICLE II: BOARD OF DIRECTORS
Section 1. Number. The Board of Directors shall consist of such number of
members (not less, however, than three or, when all of the shares of the Company
are owned of record by one or two shareholders, not less than the number of
shareholders) as (a) the shareholders, at any annual or special meeting called
for the purpose of electing directors at which a quorum is present, by the
affirmative vote of the holders of a majority of the shares that are represented
at the meeting and entitled to vote on the proposal, may determine or (b) the
directors at any meeting of the Board of Directors by the vote of a majority of
the directors then in office may determine, except that, after the number of
directors has been fixed by the shareholders, the directors may not increase or
decrease that number by more than two (2). Unless so determined by the
shareholders or by the directors, the number of directors shall be two (2).
Whenever the shareholders or the directors shall have so determined the number,
that number shall be deemed the authorized number of members of the Board of
Directors until the number shall again by changed in the manner set forth
herein.
Section 2. Election of Directors; Vacancies. The directors shall be elected
at each annual meeting of shareholders or at a special meeting called for the
purpose of electing directors. At a meeting of shareholders at which directors
are to be elected, only persons nominated as candidates shall be eligible for
election as directors and the candidates receiving the greatest number of votes
shall be elected. In the event of the occurrence of any vacancy in the Board of
Directors, however caused, the remaining directors, though less than a majority
of the whole authorized number of directors, may, by the vote of a majority of
their number, fill the vacancy for the unexpired term.
Section 3. Term of Office; Resignations. Each director shall hold office
until the next annual meeting of the shareholders and until his successor is
elected or until his earlier resignation, removal from office, or death. Any
director may resign at any time by oral statement to that effect made at a
meeting of the Board of Directors or in a writing to that effect delivered to
the Secretary, such resignation to take effect immediately or at such other time
as the director may specify.
Section 4. Regular Meeting. Upon notice duly given, regular meetings of the
Board of Directors may be held at such times and places within or without the
State of Ohio (or through use of telephone or other communications equipment if
all persons participating can hear each other) as may be provided for in bylaws
or resolutions adopted by the Board of Directors. Unless otherwise indicated in
the notice of a regular meeting, any business may be transacted at that regular
meeting.
Section 5. Special Meetings. Special meetings of the Board of Directors may
be held at any time within or without the State of Ohio (or through use of
telephone or other communications equipment if all persons participating can
hear each other) upon call by the Chairman of the Board, the President, or any
two directors.
Section 6. Notice of Meeting and Waiver of Notice. Written notice of the
time and place of each regular or special meeting shall be given to each
director either by personal delivery (which, for purposes of these Regulations,
include notice by facsimile transmission of a written
-3-
notice) or by mail, electronic mail, or telegram at least forty-eight (48) hours
before the meeting. The notice need not specify the purposes of the meeting. The
attendance of any director at any meeting (and participation in a meeting
employing telephone or other communications equipment) without, prior to or at
the commencement of the meeting, protesting the lack of proper notice shall be
deemed to be a waiver by the director of notice of the meeting. Further, notice
of a meeting may be waived in writing, either before or after the holding of the
meeting, by any director, which writing shall be filed with or entered upon the
records of the Company. Unless otherwise indicated in the notice of a meeting,
any business may be transacted at that meeting.
Section 7. Quorum; Adjournment. A quorum of the Board of Directors at any
meeting shall consist of a majority of the directors then in office, except that
a majority of the directors present at a meeting duly held, whether or not a
quorum is present, may adjourn the meeting from time to time. If any meeting is
adjourned, notice of adjournment need not be given if the time and place to
which the meeting is adjourned are fixed and announced at the meeting. At each
meeting of the Board of Directors at which a quorum is present, unless otherwise
provided by law, the Articles or these Regulations, all matters requiring the
approval of the Board of Directors shall be determined by a majority vote of
those present.
Section 8. Action Without a Meeting. Any action that may be authorized or
taken at a meeting of the Board of Directors may be authorized or taken without
a meeting with the affirmative vote or approval of, and in a writing or writings
signed by, all of the directors, which writing or writings shall be filed with
or entered upon the records of the Company.
Section 9. Committees. The Board of Directors may at any time appoint from
its members an Executive, Compensation, Audit, or other committee or committees,
consisting of such number of members, not less than three, as the Board of
Directors may deem advisable, together with such alternates as the Board of
Directors may deem advisable, to take the place of any absent member or members
at any meeting of the committee. Each member and each alternate shall serve at
the pleasure of the Board of Directors. Any committee shall act only in the
intervals between meetings of the Board of Directors and shall have such of the
Board's authority (other than the authority to fill vacancies in the Board of
Directors or in any committee of the Board of Directors) as may, from time to
time, be delegated by the Board of Directors. Subject to these exceptions, any
person dealing with the Company shall be entitled to rely upon any act or
authorization of an act by any committee to the same extent as an act or
authorization of the Board of Directors. Unless otherwise ordered by the Board
of Directors, any committee may prescribe its own rules of procedure and may act
at a meeting, by a majority of its members, or without a meeting by a writing or
writings signed by all of its members.
ARTICLE III: OFFICERS
Section 1. Election and Designation of Officers. The Board of Directors
shall elect a President, a Secretary, and a Treasurer and, in its discretion,
may elect a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as the Board of Directors may deem necessary. The Chairman of the Board, if any,
shall be a director, but no one of the other officers need be a director. Any
two or more offices may be held by the same person, but no officer shall
execute,
-4-
acknowledge, or verify any instrument in more than one capacity if the
instrument is required to be executed, acknowledged, or verified by two or more
officers.
Section 2. Term of Office; Vacancies. Each officer of the Company shall
hold office until the officer's successor is elected or until the officer's
earlier resignation, removal from office, or death. The Board of Directors may
remove any officer at any time with or without cause by a majority vote of the
directors then in office. Any vacancy in any office may be filled by the Board
of Directors.
Section 3. Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and all meetings of the
shareholders. The Chairman may have such additional authority and shall perform
such other duties as may be determined by the Board of Directors.
Section 4. President. If there is no Chairman of the Board or in the event
of the Chairman's absence, the President shall preside at all meetings of the
shareholders and, if a director, at all meetings of the Board of Directors.
Subject to directions of the Board of Directors and to the delegation by the
Board of Directors to the Chairman of the Board of specific or general executive
supervision, the President shall have general executive supervision over the
property, business, and affairs of the Company. The President may execute all
authorized deeds, mortgages, bonds, contracts, and other obligations in the name
of the Company and shall have such other authority and shall perform such other
duties as may be determined by the Board of Directors.
Section 5. Vice Presidents. The Vice Presidents, if any, shall,
respectively, have such authority and perform such duties as may be determined
by the Board of Directors.
Section 6. Secretary. The Secretary shall keep the minutes of meetings of
the shareholders and of the Board of Directors. The Secretary shall keep such
additional corporate records as may be required by the Board of Directors, shall
give notices of meetings of the shareholders and of meetings of the Board of
Directors required by law or by these Regulations or otherwise, and shall have
such authority and shall perform such other duties as may be determined by the
Board of Directors.
Section 7. Treasurer. Unless the authority is granted by the Board of
Directors to another financial officer, the Treasurer shall receive and have
control over all money, notes, bonds, securities of other corporations, and
similar property belonging to the Company, and shall do with this property as
may be ordered by the Board of Directors. The Treasurer shall keep accurate
financial accounts and hold them open for the inspection and examination by the
directors and shall have such authority and shall perform such other duties as
may be determined by the Board of Directors.
Section 8. Other Officers. The Assistant Secretaries and Assistant
Treasurers, if any, and any other officers, whom the Board of Directors may
elect shall, respectively, have such authority and perform such duties as may be
determined by the Board of Directors.
Section 9. Delegation of Authority and Duties. The Board of Directors is
authorized to delegate the authority and duties of any officer to any other
officer and generally to control the
-5-
action of the officers and to require the performance of duties in addition to
those mentioned herein.
ARTICLE IV: COMPENSATION OF AND TRANSACTIONS WITH
DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. Directors and Members of Committees. Members of the Board of
Directors and members of any committee of the Board of Directors shall, as such,
receive such compensation, which may be either a fixed sum for attendance at
each meeting of the Board of Directors or at each meeting of the committee or
stated compensation payable at intervals, or shall otherwise be compensated as
may be determined by, or pursuant to authority conferred by, the Board of
Directors, which compensation may be in different amounts for various members of
the Board of Directors or of any committee. No member of the Board of Directors
and no member of any committee of the Board of Directors shall be disqualified
from being counted in the determination of the presence of a quorum or from
acting at any meeting of the Board of Directors or of a committee of the Board
of Directors by reason of the fact that matters affecting the director's own
compensation as a director, member of a committee of the Board of Directors,
officer, or employee are to be determined.
Section 2. Officers and Employees. The compensation of officers and
employees of the Company, or the method of fixing their compensation, shall be
determined by, or pursuant to authority conferred by, the Board of Directors.
Compensation may include pension, disability, and death benefits, and may be by
way of fixed salary, on the basis of earnings of the Company, any combination
thereof, or otherwise, as may be so determined or authorized.
ARTICLE V: INDEMNIFICATION
Section 1. Third Party Actions. The Company shall indemnify any person (the
"Indemnified Party") who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action, suit,
or proceeding by or in the right of the Company), by reason of the fact that the
Indemnified Party is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee, member, manager or agent of another corporation
(domestic or foreign, profit or non-profit), limited liability company,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorney's fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by the Indemnified Party in connection with the
action, suit, or proceeding if the Indemnified Party acted in good faith and in
a manner the Indemnified Party reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the Indemnified Party's conduct
was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnified
Party did not act in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company or that, with
respect to any criminal action or proceeding, such person had reasonable cause
to believe that their conduct was unlawful.
-6-
Section 2. Derivative Actions. Other than in connection with an action or
suit in which the liability of a director under Section 1701.95 of the Ohio
Revised Code is the only liability asserted, the Company shall indemnify any
person (the "Indemnified Party") who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the Company to procure a judgment in its favor by reason of the
fact that the Indemnified Party is or was a director, officer, employee, or
agent of the Company, or is or was serving at the request of the Company as a
director, trustee, officer, employee, member, manager or agent of another
corporation (domestic or foreign, profit or non-profit), limited liability
company, partnership, joint venture, trust, or other enterprise, against
expenses (including attorney's fees) actually and reasonably incurred by the
Indemnified Party in connection with the defense or settlement of the action or
suit if the Indemnified Party acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, except that:
(a) no indemnification of a director shall be made if it is proved by
clear and convincing evidence in a court of competent jurisdiction that the
director's action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Company or undertaken with reckless
disregard for the best interests of the Company; and
(b) no indemnification of an officer, employee, or agent, regardless
of such person's status as a director, shall be made in respect of any claim,
issue, or matter as to which such person is adjudged to be liable for negligence
or misconduct in the performance of their duty to the Company; unless and only
to the extent that a court of common pleas or the court in which the action or
suit was brought determines that, notwithstanding the adjudication of liability,
in view of all the circumstances of the case, the Indemnified Party is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 3. Rights after Successful Defense. To the extent an Indemnified
Party has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in Section 1 or Section 2 of this Article V, or
in defense of any claim, issue, or matter therein, the Indemnified Party shall
be indemnified against expenses (including attorney's fees) actually and
reasonably incurred in connection with the action, suit, or proceeding.
Section 4. Other Determinations of Rights. Other than in a situation
governed by Section 3 of this Article V, any indemnification under Section 1 or
Section 2 of this Article V (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, member, manager or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2. The determination shall
be made: (a) by a majority vote of those directors who, in number, constitute a
quorum of the directors and who also were not and are not parties to or
threatened with any such action, suit, or proceeding, (b) if such a quorum is
not obtainable or a majority of disinterested directors requests, in a written
opinion by Independent Counsel, (c) by the affirmative vote of a majority of the
shares held by persons who were not and are not parties to or threatened with
any such action, suit, or proceeding and entitled to vote in the election of
directors, without regard to voting power that may thereafter exist upon a
default, failure, or other contingency or (d) by the Court of Common Pleas or
the court in which the action, suit, or proceeding was brought. For purposes of
this
-7-
Section 4, "Independent Counsel" shall mean any attorney or firm other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the Company or the proposed Indemnified
Party within the past five (5) years.
Section 5. Advances of Expenses. Unless the action or suit is one in which
liability under Section 1701.95 of the Ohio Revised Code is the only liability
asserted:
(a) expenses, (including attorney's fees) incurred by a director in
defending any action, suit, or proceeding referred to in Section 1 or Section 2
of this Article V shall be paid by the Company, as they are incurred, in advance
of final disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director in which the director agrees both:
(i) to repay the amount if it is proved by clear and convincing evidence in a
court of competent jurisdiction that director's action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Company or undertaken with reckless disregard for the best interests of the
Company and (ii) to cooperate with the Company concerning the action, suit, or
proceeding, and
(b) expenses (including professional fees, i.e. attorney's or
accountant fees) incurred by a director, trustee, officer, employee, member,
manager or agent in defending any action, suit, or proceeding referred to in
Section 1 or Section 2 of this Article V may be paid by the Company, as they are
incurred, in advance of final disposition of the action, suit, or proceeding, as
authorized by the Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee, member,
manager or agent to repay the amount if it is ultimately determined as provided
in this Article V that such party is not entitled to be indemnified by the
Company.
Section 6. Purchase of Insurance. The Company may purchase and maintain
insurance or furnish similar protection, including, but not limited to, trust
funds, letters of credit, and self insurance, on behalf of or for any person who
is or was a director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, trustee, officer, employee,
member, manager or agent of another corporation (domestic or foreign, profit or
non-profit), limited liability company, partnership, joint venture, trust, or
other enterprise, against any liability asserted against such person and
incurred by such party in any capacity, or arising out of such status, whether
or not the Company would have the power to indemnify the individual against
liability under the provisions of this Article V or of the Ohio General
Corporation Law. Insurance may be purchased from or maintained with a person in
which the Company or any of its directors, officers, employees or shareholders
has a financial interest.
Section 7. Mergers. Unless otherwise provided in the applicable agreement
of merger, if a constituent corporation (other than the Company) would have been
required to indemnify directors, officers, employees, or agents in specified
situations, any person who served as a director, officer, employee, or agent of
the constituent corporation, or served at the request of the constituent
corporation as a director, trustee, officer, employee, member, manager or agent
of another corporation, limited liability company, partnership, joint venture,
trust, or other enterprise, shall be entitled to indemnification by this Company
(as the surviving corporation) to the same extent the individual would have been
entitled to indemnification by the constituent corporation had the constituent
corporation's separate existence continued.
-8-
Section 8. Heirs: Non-Exclusivity. The indemnification provided by this
Article shall continue as to a person who has ceased to be a director, officer,
employee, or agent of the Company and shall inure to the benefit of the heirs,
executors, and administrators of such a person and shall not be deemed exclusive
of, and shall be in addition to, any other rights granted to a person seeking
indemnification as a matter of law or under the Articles, these Regulations, any
agreement, a vote of shareholders or disinterested directors, any insurance
purchased by the Company, any action by the directors to take into account
amendments to the Ohio General Corporation Law that expand the authority of the
Company to indemnify a director, officer, employee, or agent of the Company, or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding an office.
ARTICLE VI: RECORD DATES
For any lawful purpose, including the determination of the shareholders who are
entitled to receive notice of or to vote at a meeting of the shareholders, the
Board of Directors may fix a record date in accordance with the provisions of
the Ohio General Corporation Law. The record date: for the purpose of
determining shareholders who are entitled to receive notice of or to vote at a
meeting of the shareholders shall continue to be the record date for all
adjournments of the meeting unless the Board of Directors or the persons who
shall have fixed the original record date shall, subject to the limitations set
forth in the Ohio General Corporation Law, fix another date and shall cause
notice thereof and of the date to which the meeting shall have been adjourned to
be given to shareholders of record as of the newly fixed date in accordance with
the same requirements as those applying to a meeting newly called. The Board of
Directors may close the share transfer books against transfers of shares during
the whole or any part of the period provided for in this Article, including the
date of the meeting of the shareholders and the period ending with the date, if
any, to which adjourned. If no record date is fixed therefor, the record date
for determining the shareholders who are entitled to receive notice of and to
vote at a meeting of the shareholders shall be the date next preceding the day
on which notice is given.
ARTICLE VII: CERTIFICATES FOR SHARES
Section 1. Form of Certificates and Signatures. Each holder of shares shall
be entitled to one or more certificates, signed by: (a) the Chairman of the
Board, if any, the President, or a Vice President and (b) the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer of the Company.
Each certificate shall set forth the number and class of shares held by the
holder of shares in the Company, but no certificate for shares shall be executed
or delivered until the shares are fully paid. When a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any officer of the Company may be facsimile, engraved, stamped, or printed.
Although an officer of the Company whose manual or facsimile signature is
affixed to a certificate ceases to hold that office before the certificate is
delivered, the certificate nevertheless shall be effective in all respects when
delivered.
Section 2. Transfer of Shares. Shares of the Company shall be transferable,
upon the books of the Company by the holders thereof, in person, or by a duly
authorized attorney, upon surrender and cancellation of certificates for a like
number of shares of the same class or series, with duly executed assignment and
power of transfer endorsed thereon or attached thereto, and
-9-
with such proof of the authenticity of the signatures to such assignment and
power of transfer as the Company or its agents may reasonably require.
Section 3. Lost, Stolen, or Destroyed Certificates. The Company may issue a
new certificate for shares in place of any certificate theretofore issued by it
and alleged to have been lost, stolen, or destroyed. The Board of Directors,
however, in its discretion, may require the owner, or the owner's legal
representatives, to give the Company a bond containing such terms as the Board
of Directors may require to protect the Company or any person injured by the
execution and delivery of a new certificate.
Section 4. Transfer Agent and Registrar. The Board of Directors may
appoint, or revoke the appointment of, transfer agents and registrars and may
require all certificates for shares to bear the signatures of the transfer
agents and registrars, or any of them.
ARTICLE VIII: AUTHORITY TO TRANSFER AND VOTE SECURITIES
The Chairman of the Board, if any, the President, any Vice President, the
Secretary, the Treasurer of the Company, and each such officer are authorized to
sign the name of the Company and to perform all acts necessary to effect on
behalf of the Company a sale, transfer, assignment, or other disposition of any
shares, bonds, other evidences of indebtedness or obligations, subscription
rights, warrants, or other securities of another corporation and to issue the
necessary powers of attorney. Each officer is authorized, on behalf of the
Company, to vote the securities, to appoint proxies or execute consents,
waivers, and releases with respect to such shares, or to cause any such action
to be taken.
ARTICLE IX: CORPORATE SEAL
The Ohio General Corporation Law provides that the absence of a corporate seal
from any instrument executed on behalf of the Company does not affect the
validity of the instrument. If, in spite of such provision, a seal is imprinted
on or attached, applied, or affixed to an instrument by embossment, engraving,
stamping, printing, typing, adhesion, or other means, the impression of the seal
on the instrument shall be circular in form and shall contain the words
"corporate seal."
ARTICLE X: AMENDMENTS
These Regulations may be amended, or new Regulations may be adopted, by the
shareholders at a meeting held for that purpose, by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power on
that proposal or without a meeting by the written consent of the holders of
shares entitling them to exercise a majority of the voting power on that
proposal. If the Regulations are amended, or new Regulations are adopted,
without a meeting of the shareholders, the Secretary of the Company shall mail a
copy of the amendment or the new Regulations to each shareholder who would have
been entitled to vote thereon but did not participate in the adoption thereof.
-10-