EXHIBIT 3.84
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Keystone Recovery, Inc.
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Regulations
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Article I
Meetings of Shareholders
Section 1. Place of Meetings. All meeting of the shareholders shall be
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held at such place within or without the State of Ohio as may be fixed from time
to time by the board of directors and specified in the notice of annual meeting,
or if not so designated, at the registered office of the corporation.
Section 2. Annual Meeting. Annual meetings of shareholders shall be held
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on the first Monday in April in each year, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 a.m., or at such
other date and time as shall be designated from time to time by the board of
directors, at which meeting the shareholders shall elect, by a plurality vote, a
board of directors and shall transact such other business as may properly be
brought before the meeting. If no annual meeting is held in accordance with the
foregoing provisions, the board of directors shall cause the meeting to be held
as soon thereafter as convenient, which meeting shall be designated a special
meeting in lieu of annual meeting.
Section 3. Special Meetings. Special meetings of the shareholders, for
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any purpose or purposes, may, unless otherwise prescribed by statute or by the
articles of incorporation, be called by the board of directors or the president
(or, in case of the president's absence, death, or disability, the vice-
president, if any, authorized to exercise the authority of the president) and
shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request therefor, in writing,
delivered to the president or the secretary and signed by the holders of not
less than twenty-five percent (25%) of the shares issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting shall be limited
to matters relating to the purpose or purposes stated in the notice of meeting.
Section 4. Notice of Meetings. Written notice of each meeting of
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shareholders, annual or special, stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called, shall be given not
less than seven (7) or more than sixty (60) days before the date of the meeting,
to each shareholder entitled to vote at such meeting. If mailed, the notice
shall be deemed delivered when deposited, with postage thereon prepaid, in the
United States mail, addressed to the shareholder at the shareholder's address as
it appears on the corporation's records, or, if a shareholder shall have filed
with the secretary a written request that
notices to him be mailed to some other address, then directed to him at that
other address. With respect to any shares which are jointly held, notice to any
one of such joint shareholders shall be sufficient notice to all the holders of
such shares. Except as expressly provided otherwise by Ohio law, no failure or
irregularity of notice of any annual meeting, or special meeting in lieu of
annual meeting, shall invalidate the same or any proceeding thereat.
Section 5. Quorum. At all meetings of shareholders, the holders of record
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of a majority of the issued and outstanding voting shares of the corporation,
present in person or by proxy, shall constitute a quorum for the transaction of
business. Where a separate vote by a class or classes is required, the holders
of record of a majority of the issued and outstanding voting shares of such
class or classes, present in person or representing by proxy, shall constitute a
quorum entitled to take action with respect to the vote on that matter.
Section 6. Adjournments. Any meeting of shareholders may be adjourned
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from time to time to any other time and to any other place at which a meeting of
shareholders may be held under these regulations, which time and place shall be
announced at the meeting, by a majority of the shareholders present in person or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no shareholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting. If the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
Section 7. Action at Meetings. When a quorum is present at any meeting,
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the vote of the holders of a majority in amount of the shares present in person
or represented by proxy and entitled to vote on the matter (or where a separate
vote by a class or classes is required, the vote of the majority of shares of
such class or classes present in person or represented by proxy at the meeting)
shall decide any matter (other than the election of directors) brought before
such meeting, unless the matter is one upon which, by express provision of law,
the articles of incorporation or these regulations, a different vote is
required, in which case such express provision shall govern and control the
decision of such matter. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.
Section 8. Voting and Proxies. Unless otherwise provided in the articles
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of incorporation, each shareholder shall at every meeting of the shareholders be
entitled to one vote for each share of capital stock having voting power held of
record by such shareholder. Each shareholder entitled to vote at a meeting of
shareholders, or to express consent or dissent to corporate action in writing
without a meeting, may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after eleven (11) months
from its date, unless the proxy provides for a longer period. To be considered
valid, the proxy shall be in writing, subscribed by such shareholder, or by his
duly authorized attorney, and submitted to the
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secretary, or his substitute, at or before such meeting. A telegram, cablegram,
or facsimile appearing to have been transmitted by such person, or a photocopy
or equivalent reproduction of a writing, appointing a proxy is a sufficient
writing.
Section 9. Action Without a Meeting. Any action required to be taken at
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any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of such shareholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all the
shareholders who would be entitled to notice of a meeting of the shareholders
held for such purpose, and the writing or writings are filed with the minutes of
proceedings of the shareholders.
Section 10. Order of Business. The order of business at the annual
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meeting, or special meeting in lieu of annual meeting, and, to the extent not
inconsistent with the purpose or purposes for which such meeting is called, as
specified in the notice of meeting, and at all other meetings of shareholders,
shall be as follows:
1. Proof of notice of the meeting;
2. Determination of a quorum;
3. Reading and disposal of unapproved minutes;
4. Presentation of annual financial statement;
5. Reports of officers and committees;
6. Election of directors;
7. Unfinished business;
8. New business; and
9. Adjournment.
Except as otherwise provided by law or in these regulations, Robert's Rules
of Order shall be used to resolve any procedural disputes that might arise in a
shareholders' meeting.
Article II
Directors
Section 1. Number, Classification, Election, Tenure and Qualification.
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The number of directors which shall constitute the whole board shall be not less
than the lesser of the number of shareholders of the corporation or three (3),
as may be fixed from time to time by resolution of the shareholders; provided,
however, that no reduction in the number of directors shall, in and of itself,
have the effect of removing any director prior to the expiration of his term of
office.
The directors shall be divided into two classes, designated Class I and
Class II. Class II shall consist, as nearly as may be possible, of one-third of
the total number of directors constituting the entire board of directors. The
exact number of directors and the exact number of directors in each class shall
be determined from time to time by resolution adopted by affirmative vote of a
majority of the votes of the shares present in person or represented by proxy at
a
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meeting of the shareholders called for such purpose or in a writing signed by
all of the shareholders.
The Class I directors shall be elected by a plurality of the votes of Class
A Common Stock shareholders present in person or represented by proxy at a
meeting called for such purpose or in a writing signed by all such shareholders.
The Class II directors shall be elected by the corporation's Class B Common
Stock shareholders by a plurality of the votes of such shareholders present in
person or represented by proxy at a meeting called for such purpose or in a
writing signed by all such shareholders.
The directors shall be elected at the annual meeting or at any special
meeting of the shareholders, except as provided in Section 2 of this Article II,
and each director elected shall hold office until his successor is elected and
qualified, unless sooner displaced. Directors need not be shareholders.
The classification of directors into Class I and Class II directors shall
terminate upon the later of two (2) years after the date of these Regulations or
the date any landfill gas sales agreement between the corporation and Regenco
Corporation is terminated.
Section 2. Vacancies. Vacancies may be filled by a majority of the
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directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. In the event of a
vacancy in the board of directors, the remaining directors, except as otherwise
provided by law or these regulations, may exercise the powers of the full board
until the vacancy is filled.
Section 3. Resignation and Removal. Any director may resign at any time
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upon written notice to the corporation at its principal place of business or to
the president or secretary. Such resignation shall be effective upon receipt,
unless it is specified to be effective at some other time or upon the happening
of some other event. Any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, unless otherwise specified by law
or the articles of incorporation.
Section 4. General Powers. The business and affairs of the corporation
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shall be managed by its board of directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these regulations directed or required to be
exercised or done by the shareholders.
Section 5. Chairman of the Board. If the board of directors appoints a
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chairman of the board, he shall, when present, preside at all meetings of the
shareholders and the board of directors. He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.
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Section 6. Place of Meetings. The board of directors may hold meetings,
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both regular and special, either within or without the State of Ohio.
Section 7. Regular Meetings. Regular meetings of the board of directors
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may be held without notice at such time and at such place as shall from time to
time be determined by the board; provided that any director who is absent when
such a determination is made shall be given prompt notice of such determination.
A regular meeting of the board of directors may be held without notice
immediately after and at the same place as the annual meeting of the
shareholders.
Section 8. Special Meetings. Special Meetings of the board may be called
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by the chairman of the board, the president, any vice-president, or on the
written request of two or more directors, or by one director in the event that
there is only one director in office. Two days' notice to each director, either
personally or by telegram, cable, telecopy, commercial delivery service, telex,
facsimile or similar means sent to his business or home address, or three days'
notice by written notice deposited in the United States mail, shall be given to
each director by the secretary or by the officer of one of the directors calling
the meeting. A notice or waiver of notice of a meeting of the board of
directors need not specify the purpose or purposes of the meeting.
Section 9. Quorum, Action at Meetings, Adjournments. At all meetings of
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the board, a majority of directors then in office, but in no event less than one
third of the authorized number of directors, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by law or by the
articles of incorporation. Notwithstanding the foregoing, the majority of the
directors in office shall constitute a quorum for filling a vacancy in the
board. For purposes of this section, the term "authorized number of directors"
shall mean the number of directors last fixed by the shareholders in accordance
with the law and these regulations; provided, however, that if less than all the
number so fixed of directors were elected, the "authorized number of directors"
shall mean the greatest number of directors so elected to hold office at any one
time pursuant to such authorization. If a quorum shall not be present at any
meeting of the board of directors, a majority of the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 10. Action by Consent. Unless otherwise restricted by the
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articles of incorporation or these regulations, any action required or permitted
to be taken at any meeting of the board of directors, or of any committee
thereof, may be taken without a meeting, if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.
Section 11. Telephonic Meetings. Unless otherwise restricted by the
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articles of incorporation or these regulations, members of the board of
directors or of any committee thereof may participate in a meeting of the board
of directors or of any committee, as the case may be, by means of conference,
telephone or similar communications equipment by means of which all
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persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
Section 12. Committees. The board of directors may, by resolution passed
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by a majority of the whole board, designate one or more committees, each
committee to consist of three (3) or more of the directors as members. In
addition, the directors may, by resolution passed by a majority of the whole
board, appoint one (1) or more of the directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution of
the board of directors, shall have and may exercise all the powers and authority
of the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation, if any, to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the articles of incorporation,
adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the shareholders a
dissolution of the corporation nor a revocation of a dissolution, or amending
the regulations of the corporation; and, unless the resolution designating such
committee or the articles of incorporation expressly so provide, no such
committee shall have the power of authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors. Each committee shall keep regular minutes of its
meetings and make such reports to the board of directors as the board of
directors may request. Except as the board of directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
regulations for the conduct of its business by the board of directors.
Section 13. Compensation. Unless otherwise restricted by the articles of
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incorporation or these regulations, the board of directors shall have the
authority to fix, from time to time, the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and the performance of their responsibilities as
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors and/or a stated salary as director. The board of directors
may also allow compensation for members of special or standing committees for
service on such committees. No compensation accrued or paid pursuant hereto
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
Section 14. Order of Business. The order of business at all meetings of
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the board of directors shall be:
1. Determination of a quorum;
2. Reading and disposal of all unapproved minutes;
3. Reports of officers and committees;
4. Unfinished business;
5. New business; and
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6. Adjournment.
Except as otherwise provided by law or these regulations, Robert's Rules of
Order shall be used to resolve any procedural dispute that might arise in a
board of directors' meeting.
Article III
Officers
Section 1. Enumeration. The officers of the corporation shall be chosen
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by the board of directors and shall be a president, a secretary and a treasurer
and such other officers with such titles, terms of office and duties as the
board of directors may from time to time determine, including a chairman of the
board, one or more vice-presidents, and one or more assistant secretaries and
assistant treasurers. If authorized by resolution of the board of directors,
the president may be empowered to appoint from time to time assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the articles of incorporation or these regulations otherwise
provide.
Section 2. Election. The board of directors at its first meeting after
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each annual meeting of shareholders shall choose a president, a secretary and a
treasurer. Other officers may be appointed by the board of directors at such
meeting, at any other meeting, or by written consent.
Section 3. Tenure. The officers of the corporation shall hold office
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until their successors are chosen and qualify, unless a different term is
specified in the vote choosing or appointing him, or until his earlier death,
resignation or removal. Any officer elected or appointed by the board of
directors or by the president may be removed at any time by the affirmative vote
of a majority of the board of directors or a committee duly authorized to do so.
Any vacancy occurring in any office of the corporation may be filled by the
board of directors, at its discretion. Any officer may resign by delivering his
written resignation to the corporation at its principal place of business or to
the president or the secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
Section 4. President. The president shall be the chief operating officer
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of the corporation. He shall also be the chief executive officer, unless the
board of directors otherwise provides. The president shall, subject to Section
5 of Article II, or unless the board of directors provides otherwise in a
specific instance or generally, preside at all meetings of the shareholders and
the board of directors, have general and active management of the business of
the corporation and see that all orders and resolutions of the board of
directors are carried into effect. The president shall have authority, subject
to Article VIII, to execute, on behalf of and in the name of the corporation,
any contracts, agreements, notes, deeds, certificates, instruments, bonds,
mortgages, and other documents, except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.
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Section 5. Vice-Presidents. In the absence of the president or in the
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event of his inability or refusal to act, the vice-president, or if there be
more than one vice-president, the vice-presidents in the order designated by the
board of directors (or in the absence of any designation, then in the order
determined by their tenure in office) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors or the president may
from time to time prescribe.
Section 6. Secretary. The secretary shall have such powers and perform
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such duties as are incident to the office of secretary. He shall maintain a
stock ledger and prepare lists of shareholders and their addresses as required
and shall be the custodian of corporate records. The secretary shall attend all
meetings of the board of directors and all meetings of the shareholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be from time to time
prescribed by the board of directors or the president, under whose supervision
he shall be. He shall have custody of the corporate seal of the corporation, if
any, and he, or an assistant secretary, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The board of
directors may give general authority to any officer to affix the seal of the
corporation, if any, and to attest the affixing by his signature.
Section 7. Assistant Secretaries. The assistant secretary, or if there be
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more than one, the assistant secretaries in the order determined by the board of
directors, the president or the secretary (or if there be no such determination,
then in the order determined by their tenure in office), shall, in the absence
of the secretary or in the event of his inability to or refusal to act, perform
the duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors, the president or
the secretary may from time to time prescribe. In the absence of the secretary
or any assistant secretary at any meeting of shareholders or directors, the
person presiding at the meeting shall designate a temporary or acting secretary
to keep a record of the meeting.
Section 8. Treasurer. The treasurer shall perform such duties and shall
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have such powers as may be assigned to him by the board of directors or the
president. In addition, the treasurer shall perform such duties and have such
powers as are incident to the office of treasurer. The treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the board
of directors. He shall disburse the funds of the corporation as may be ordered
by the board of directors, taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, when the president or
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
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Section 9. Assistant Treasurers. The assistant treasurer, or if there
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shall be more than one, the assistant treasurers in the order determined by the
board of directors, the president or the treasurer (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors,
the president or the treasurer may from time to time prescribe.
Section 10. Salaries. The salaries, if any, of the officers shall be
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fixed from time to time by the board of directors. No person shall be prevented
from receiving a salary by reason of the fact that he is also a director.
Article IV
Notices
Section 1. Delivery. Whenever, under the provisions of law, or of the
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articles of incorporation or these regulations, written notice is required to be
given to any director or shareholder, such notice may be given by mail,
addressed to such director or shareholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Unless written notice by mail is required by law, written notice
may also be given by telegram, cable, telecopy, commercial delivery service,
telex, facsimile or similar means, addressed to such director or shareholder at
his address as it appears on the records of the corporation or the person
sending such notice and not by the addressee. Oral notice or other in-hand
delivery (in person or by telephone) shall be deemed given at the time it is
actually given.
Section 2. Waiver of Notice. Whenever any notice is required to be given
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under the provisions of law or of the articles of incorporation or these
regulations, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
Article V
Indemnification
Section 1. Actions other than by or in the Right of the Corporation. The
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corporation shall indemnify or agree to indemnify any person 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 by or in the right of the corporation, by
reason of the fact that he 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, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, 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 him in connection
with such action, suit, or proceeding if he acted in good faith and in the
manner he
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reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his 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 person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
Section 2. Actions by or in the Right or the Corporation. The corporation
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shall indemnify or agree to indemnify any person 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 corporation to procure a judgment in its favor
by reason of the fact that he 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, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged to
be liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that the court of common pleas or the
court in which such action or suit was brought determines upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Ohio Revised Code.
Section 3. Success on the Merits. To the extent that a director, trustee,
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officer, employee, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Sections 1 and 2 of
this Article V, or in defense of any claim, issue, or matter therein, he shall
be indemnified against expense, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit, or proceeding.
Section 4. Specific Authorization. Any indemnification under Sections 1
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and 2 of this Article V, unless ordered by the court, shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2 of this Article V. Such determination shall be made
as follows:
(a) By a majority vote of a quorum consisting of directors who were
not and are not parties to or threatened with any such action, suit, or
proceeding;
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(b) If the quorum described in Section 4, subparagraph (a) of this
Article V is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel 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 corporation or any person to
be indemnified within the past five years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in which such action,
suit, or proceeding was brought.
Any determination made by the disinterested directors under Section 4,
subparagraph (a) or by independent legal counsel under Section 4, subparagraph
(b) of this Article V shall be promptly communicated to the person who
threatened or brought the action or suit by or in the right of the corporation
under Section 2 of this Article V, and within ten (10) days after receipt of
such notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review the
reasonableness of such determination.
Section 5. Advance Payment. (a) Unless at the time of a director's act or
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omission that is the subject of an action, suit, or proceeding referred to in
Sections 1 and 2 of this Article V is pursuant to section 1701.95 of the Ohio
Revised Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the corporation as
they are incurred, in advance of the final disposition of the action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director in
which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the corporation or undertaken with reckless disregard for the best interest of
the corporation; and
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, or agent in defending any action, suit or proceeding
referred to in Sections 1 and 2 of this Article V, may be paid by the
corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, if it ultimately is determined
that he is not entitled to be indemnified by the corporation.
Section 6. Non-Exclusivity. The indemnification authorized by this
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Article V shall not be exclusive of, and shall be in addition to, any other
rights granted to those seeking indemnification under the corporation's articles
of incorporation, regulations or any agreement,
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vote of shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
Section 7. Insurance. The corporation may purchase and maintain insurance
---------
or furnish similar protection, including but not limited to trust funds, letters
of credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him or 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 under
this Article V or any applicable law. Insurance may be purchased from or
maintained with a person in which the corporation has a financial interest.
Section 8. Construction. The authority of the corporation to indemnify
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persons pursuant to Sections 1 and 2 of this Article V does not limit the
payment of expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to Sections 5, 6, and 7 of this Article
V. Sections 1 and 2 of this Article V do not create any obligation to repay or
return payments made by the corporation pursuant to Sections 5, 6, or 7.
Section 9. Severability. If any word, clause or provision of this Article
------------
V or any award made hereunder shall for any reason be determined to be invalid,
the other provisions hereof shall not otherwise be affected thereby but shall
remain in full force and effect.
Section 10. Intent of Article. The intent of this Article V is to provide
-----------------
for indemnification and advancement of expenses to the fullest extent permitted
by the General Corporation Law of Ohio. To the extent such law may be amended
or supplemented from time to time, this Article V shall be amended automatically
and construed so as to permit indemnification and advancement of expenses to the
fullest extent from time to time permitted by law.
Article VI
Capital Stock
Section 1. Certificates for Shares. Every holder of shares in the
-----------------------
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman of the board, or the president or a vice-
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
him in the corporation. Any or all of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue. No certificate
for shares shall be executed and delivered until such shares are fully paid.
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Section 2. Lost Certificates. The board of directors may direct a new
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certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sums as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost,
stolen or destroyed or the issuance of such new certificate.
Section 3. Transfer of Shares. Upon surrender to the corporation or the
------------------
transfer agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 4. Record Date. In order that the corporation may determine the
-----------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, the board of directors may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be more than sixty (60)
days nor less than seven (7) days before the date of such meeting. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting. If no record date is fixed, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. In order that the corporation may determine the
shareholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted by the
board of directors, and which shall not be more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by the board of
directors. If no record date is fixed, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required by statute,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation as provided
in Section 9 of Article I. If no record date is fixed and prior action by the
board of directors is required, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the date on which the board of directors adopts the
resolution taking such prior action. In order that the corporation may
determine the shareholders entitled to exercise any rights in respect of any
change, conversion or exchange of shares, or for the purpose of any other lawful
action, the board of directors may fix a second date, which shall not precede
the date upon which the resolution fixing the record date is adopted, and which
shall be not more than
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sixty (60) days prior to such action. If no record date is fixed, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the board of directors adopts the resolution
relating to such purpose.
Section 5. Registered Shareholders. The corporation shall be entitled to
-----------------------
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Ohio.
Article VII
Certain Transactions
Section 1. Transactions with Interested Parties. No contract or
------------------------------------
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction or solely because his or their
votes are counted for such purpose if:
(a) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or
(c) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors,
a committee thereof, or the shareholders.
Section 2. Quorum. Common or interested directors may be counted in
------
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.
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Article VIII
Loans, Checks and Deposits
Section 1. Loans. No loans shall be contracted on behalf of the
-----
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors, and such authority may be
general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or other orders for
-------------------
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by the officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 3. Deposits. All funds of the corporation not otherwise employed
--------
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.
Article IX
General Provisions
Section 1. Dividends. Dividends upon the capital stock of the corporation
---------
may be declared by the board of directors at any regular or special meeting or
by written consent, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
articles of incorporation.
Section 2. Reserves. The directors may set apart out of any funds of the
--------
corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.
Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed
-----------
and may be altered from time to time by resolution of the board of directors.
Section 4. Seal. The board of directors may, but shall not be required
----
to, adopt a corporate seal. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise. Notwithstanding
the adoption of a corporate seal by the board of directors, and unless otherwise
provided by law, failure to affix the corporate seal shall not affect the
validity of any contract, agreement, note, deed, certificate, instrument, bond,
mortgage or other document signed by the corporation in any manner authorized by
law or these regulations.
Section 5. Severability. Any provision of these regulations, or any
------------
amendment or alteration thereof, which is determined to be in violation of law
shall not in any way render any of the remaining provisions invalid.
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Section 6. References to Gender and Number Terms. In construing these
-------------------------------------
regulations, feminine or neuter pronouns shall be substituted for those
masculine in form and vice versa, and plural terms shall be substituted for
singular and singular for plural in any place in which the context so requires.
Section 7. Headings. The Article and Section headings in these
--------
regulations are inserted for convenience only and are not part of the
regulations.
Article X
Amendments
Amendment, deletion or other modifications of Article II, Section 1 of
these Regulations (which relates to classification of directors) shall require
adoption by the affirmative vote of all of the corporation's then outstanding
shares of common stock. Subject to the foregoing, these regulations may be
otherwise altered, amended or repealed or new regulations may be adopted by the
shareholders or by the board of directors, when such power is conferred upon the
board of directors by the articles of incorporation, at any regular meeting of
the shareholders or of the board of directors or at any special meeting of the
shareholders or of the board of directors; provided, however, that in the case
of a regular or special meeting of shareholders, notice of such alteration,
amendment, repeal or adoption of new regulations shall be contained in the
notice of such meeting.
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Register of Amendments to the Regulations
Section
Date Affected Change
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