EXHIBIT 3.05 - BYLAWS OF CONSOLIDATED PRODUCTS, INC.
BY-LAWS
OF
CONSOLIDATED PRODUCTS, INC.
Article I
SECTION 1. NAME. The name of the corporation is Consolidated Products,
Inc. ("Corporation").
SECTION 2. PRINCIPAL OFFICE AND RESIDENT AGENT. The post-office address
of the principal office of the corporation is 500 Century Building, 36 South
Pennsylvania Street, Indianapolis, Indiana 46204, and the name and post-office
address of its Resident Agent in charge of such office is C T Corporation System
1011 Merchants Bank Building, Indianapolis, Indiana 46204.
SECTION 3. SEAL. The seal of the Corporation shall be circular in form
and mounted upon a metal die, suitable for impressing the same upon paper. About
the upper periphery of the seal shall appear the words "Consolidated Products,
Inc." and about the lower periphery thereof the word "Indiana". In the center of
the seal shall appear the word "Seal".
Article II
The fiscal year of the Corporation shall end on the last Wednesday in
September of each calendar year.
Article III
Capital Stock
SECTION 1. NUMBER OF SHARES AND CLASSES OF CAPITAL STOCK. The total
number of shares of capital stock which the Corporation shall have authority to
issue is 25,000,000 shares, which shall consist of 25,000,000 common shares
without par value.
SECTION 2. CONSIDERATION FOR NO PAR SHARES. The shares of stock of the
Corporation without par value shall be issued or sold in such manner and for
such amount of consideration as may be fixed from time to time by the Board of
Directors, such shares of stock shall be fully paid and nonassessable.
SECTION 3. CONSIDERATION FOR TREASURY SHARES. Treasury shares may be
disposed of by the Corporation for such consideration as may be determined from
time to time by the Board of Directors.
Amended as of October 30, 1996
SECTION 4. PAYMENT FOR SHARES. The consideration for the issuance of
shares of capital stock of the Corporation may be paid, in whole or in part, in
money, in other property, tangible or intangible, or in labor actually performed
for, or services actually rendered to the Corporation which is transferred to
stated upon the issuance of shares as a share dividend shall be deemed to be the
consideration for the issuance of such shares. When payment of the consideration
for which a share was authorized to be issued shall have been received by the
Corporation, or when surplus shall have been transferred to stated capital upon
the issuance of a share dividend, such share shall be declared and taken to be
fully paid and not liable to any further call or assessment, and the holder
thereof shall not be liable for any further payments thereon. In the absence of
actual fraud in the transaction, the judgement of the Board of Directors as to
the value of such property labor or services received as consideration, or the
value placed by the Board of Directors upon the corporate assets in the event of
share dividend, shall be conclusive. Promissory notes, uncertified checks, or
future services shall not be accepted in payment or part payment of the capital
stock of the Corporation, except as permitted by The Indiana General Corporation
Act.
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SECTION 5. CERTIFICATES FOR SHARES. Each holder of capital stock of the
Corporation shall be entitled to a stock certificate, signed by the Chairman or
a Vice President and the Secretary or any Assistant Secretary of the
Corporation, with the seal of the Corporation thereto affixed, stating the name
of the registered holder, the number of shares represented by such certificate,
the par value of each shares of stock or that such shares of stock are without
par value, and that such shares are not fully paid and nonassesable. If such
shares are not fully paid, the certificates shall be legibly stamped to indicate
the percent which has been paid, and as further payments are made, the
certificate shall be stamped accordingly.
If the Corporation is authorized to issue shares of more than one
class, every certificate shall state the kind and class of shares represented
thereby, and the relative rights, interests, preferences and restrictions of
such class, or a summary thereof; provided, that such statement may be omitted
from the certificate if it shall be set forth upon the face or back of the
certificate that such statement, in full, will be furnished by the Corporation
to any shareholder upon written request and without charge.
SECTION 6. FACSIMILE SIGNATURES. If a certificate is countersigned by
the written signature of a transfer agent other than the Corporation or its
employee, the signatures of the officers of the Corporation may be facsimiles.
If a certificate is countersigned by the written signature of a registrar other
than the Corporation of its employee, the signatures of the transfer agent and
the 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 its issue.
SECTION 7. TRANSFER OF SHARES. The share of the capital stock of the
Corporation shall be transferable only on the books of the Corporation upon
surrender of the certificate or certificates representing the same, properly
endorsed by the registered holder or by his duly authorized attorney or
accompanied by proper evidence of succession, assignment or authority to
transfer.
SECTION 8. CANCELLATION. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 10 of this Article III.
SECTION 9. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent and a registrar for each class of capital stock of the
Corporation and may require all certificates representing such shares to bear
the signature of such transfer agent and registrar. Shareholders shall be
responsible for notifying the transfer agent and registrar for the class of
stock held by such shareholder in writing of any changes in their addresses from
time to time, and failure so to do shall relieve the Corporation, its
shareholders, directors, officers, transfer agent and registrar of liability for
failure to direct notices, dividends, or other documents or property to an
address other than the one appearing upon the records of the transfer agent and
registrar of the Corporation.
SECTION 10. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may authorize the transfer agent and a registrar to issue replacement
shares for Corporation stock alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Corporation may, in its
discretion and as a condition of precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to give the Corporation on a bond in such sum and in such
form as it may direct to indemnify 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. The Corporation, at
its discretion, may authorize the issuance of such new certificates without any
bond when in its judgment it is proper to do so.
SECTION 11. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of such shares to receive dividends, to vote as such owner, to hold liable
for calls and assessments, and to treat as owner in all other respects, and
shall not be bound to recognize any equitable or other claims 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 laws of
Indiana.
SECTION 12. OPTIONS TO OFFICERS AND EMPLOYEES. The issuance, including
the consideration, of rights or
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options to directors, officers or employees of the Corporation, and not to the
shareholders generally, to purchase from the Corporation shares of its capital
stock shall be approved by the affirmative vote of the holders of a majority of
the shares entitled to vote thereon or shall be authorized by and consistent
with a plan approved by such a vote of the shareholders. The price to be
received for any shares having a par value, other than treasury shares to be
issued upon the exercise of such rights or options, shall not be less than the
par value thereof.
ARTICLE IV
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of Indiana,
as may from time to time be designated by the Board of Directors, or as may be
specified in the notices or waivers of notice of such meetings.
SECTION 2. ANNUAL MEETING. The annual meeting of shareholders for the
election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the second Wednesday of
February of each year, unless in any year the Board of Directors establishes a
different date as the date of the annual meeting. Failure to hold the annual
meeting at the designated time shall not work any forfeiture or dissolution of
the Corporation, and shall not affect otherwise valid corporate acts.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statue or by the
Articles of Incorporation, may be called by the Board of Directors or the
Chairman and shall be called by the Chairman or the Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
shareholders holding of record not less than one-fourth of all the shares
outstanding and entitled by the Articles of Incorporation to vote on the
business for which the meeting is being called.
SECTION 4. NOTICE OF MEETINGS. A written or printed notice, stating the
place, day and hour of the meeting, and in case of a special meeting, or when
required by any other provision of The Indiana General Corporation Act, or of
the Articles of Incorporation, as now or hereafter amended, or these By-Laws,
the purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Secretary, or by the officers or persons calling the meeting, to
each shareholder of record entitled by the Articles of Incorporation, as now or
hereafter amended, and by The Indiana General Corporation Act to vote at such
meeting, as such address as appears upon the records of the Corporation, at
least ten (10) days before the date of the meeting. Notice of any such meeting
may be waived in writing by any shareholder, if the waiver sets forth in
reasonable detail the purpose or purposes for which the meeting is called, and
the time and place thereof. Attendance at any meeting in person, or by proxy,
shall constitute a waiver of notice of such meeting. Each shareholder, who has
in the manner above provided waived notice of shareholders' meeting, or who
personally attends a shareholders' meeting, or is conclusively presumed to have
been given due notice of such meeting. Notice of any adjourned meeting of
stockholders shall not be required to be given if the time and place thereof are
announced at the meeting at which the adjournment is taken, except as may be
expressly required by law.
SECTION 5. ADDRESSES OF SHAREHOLDERS. The address of any shareholder
appearing upon the records of the Corporation shall be deemed to be the latest
address of such shareholder for the class of stock held by such shareholder.
SECTION 6. VOTING AT MEETINGS
(a) QUORUM. The holders of record of a majority of the issued and
outstanding stock of the Corporation entitled to vote at such
meeting, present in person or by proxy, shall constitute a
quorum at all meetings of stockholders for the transaction of
business, except where otherwise provided by law, the
Certificate of Incorporation or these By-Laws. In the absence
of a quorum, any officer entitled to preside at, or act as
Secretary of, such meeting shall have the power to adjourn the
meeting from time to time until a quorum shall be constituted.
At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the original meeting, but only those
stockholders entitled to vote at the original meeting shall be
entitled to vote at any adjournment or adjournments thereof
unless a new record date is fixed by the Board of Directors
for the adjourned meeting.
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(b) VOTING RIGHTS. Except as otherwise provided by law or by the
provisions of the Articles of Incorporation, every shareholder
shall have the right at every shareholders' meeting to one
vote for each share of stock having voting power, registered
in his name on the books of the Corporation on the date for
the determination of shareholders entitled to vote, on all
matters coming before the meeting including the election of
directors. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote
in person, or by proxy executed in writing by the shareholder
or a duly authorized attorney in fact and bearing a date not
more than eleven months prior to its execution, unless a
longer time is expressly provided therein.
(c) REQUIRED VOTE. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question
is one upon which, by express provision of The Indiana General
Corporation Act or of the Articles of Incorporation or by
these By-Laws, a greater vote is required, in which case such
express provision shall govern and control the decision of
such question.
SECTION 7. VOTING LIST. The Transfer Agent of the Corporation shall
make, at least five days before each election of directors, a complete list of
the shareholders entitled by the Articles of Incorporation, as now or hereafter
amended, to vote at such election, arranged alphabetical order, with the address
and number of shares so entitled to vote held by each, which list shall be on
file at the principal office of the Corporation and subject to inspection by any
shareholder. Such list shall be produced and kept open at the time and place of
election and subject to the inspection of any shareholder during the holding of
such election.
The original stock register or transfer book, or duplicate thereof kept in the
State of Indiana, shall be the only evidence as to who are the shareholders
entitled to examine which list or the stock ledger or transfer book or to vote
at any meeting of the shareholders.
SECTION 8. FIXING OF RECORD DATE TO DETERMINE SHAREHOLDERS ENTITLED TO
VOTE. The Board of Directors may prescribe a period not exceeding 70 days prior
to meetings of the shareholders, during which stock on the books of the
Corporation may not be transferred; or, in lieu of prohibiting the transfer of
stock may set a date and time as the time at which shareholders entitled to
notice of, and to vote at, such meeting shall be determined, and all persons who
are holders of record of voting stock at such time, and no others, shall be
entitle to notice of, and to vote at, such meeting. Said date and time shall not
be more than 70 days prior to any shareholders' meeting. In the absence of such
determination, such date shall be 10 days prior to the date of such meeting.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1. ELECTION, NUMBER AND TERM OF OFFICE. Directors shall be
elected at the annual meeting of shareholders, or, if not so elected, at a
special meeting of shareholders for that purpose, by the holders of the shares
of stock entitled by the Articles of Incorporation to elect Directors.
The number of Directors of the Corporation to be elected by the holders
of the shares of stock entitled by the Articles of Incorporation to elect
Directors shall be nine (9) unless changed by amendment of this section.
All Directors elected by the holders of such shares, except in the case
of earlier resignation, removal or death, shall hold office until their
respective successors are chosen and qualified. Directors need not be
shareholders of the Corporation.
Any vacancy on the Board of Directors caused by an increase in the
number of Directors shall be filled by a majority of the members of the Board of
Directors, until the next annual or special meeting of shareholders or, at the
discretion of the Board of Directors, such vacancy may be filled by vote of the
shareholders at a special meeting called for that purpose. No decrease in the
number of Directors shall have the effect of shortening the term of any
incumbent Director.
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SECTION 2. VACANCIES. Any vacancy occurring in the Board of Directors
caused by resignation, death or other incapacity shall be filled by a majority
vote of the remaining members of the Board of Directors, until the next annual
meeting of shareholders. If the vote of the remaining members of the Board shall
result in a tie, such vacancy, at the discretion of the Board of Directors, may
be filled by vote of the shareholders at a special meeting for that purpose.
SECTION 3. ANNUAL MEETING OF DIRECTORS. The Board of Directors shall
meet each year immediately after the annual meeting of the shareholders, at the
place where such meeting of the shareholders has been held either within or
without the State of Indiana, for the purpose of organization, election of
officers, and consideration of any other business that may properly come before
the meeting. No notice of any kind to either old or new members of the Board of
Directors for such meeting shall be necessary.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times and places, either within or without the State of
Indiana, as may be fixed by the Directors. Such regular meetings of the Board of
Directors may be held without notice or upon such notice as may be fixed by the
Directors.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or by not less than a
majority of the members of the Board of Directors. Notice of the time and place,
either within or without the State of Indiana, of a special meeting shall be
served upon or telephoned to each Director at least twenty-four hours, or
mailed, telegraphed or cabled to each Director at his usual place of business or
residence at least forty-eight hours, prior to the ties of the meeting.
Directors, in lieu of such notice, may sign a written waiver of notice either
before the time of the meeting, at the meeting or after the meeting. Attendance
by a direction in person at any such special meeting shall constitute a waiver
of notice.
SECTION 6. QUORUM. A majority of the actual number of Directors elected
and qualified, from time to time, shall be necessary to constitute a quorum for
the transaction of any business except the filling of vacancies, and the act of
majority of the Directors present at the meeting, at which a quorum is present,
shall be the act of the Board of Directors, unless the act of a greater number
is required by The Indiana General Corporation Act, by the Articles of
Incorporation, or these By-Laws. A Director, who is present at a meeting of the
Board of Directors, at which action on any corporate matter is taken, unless (a)
his dissent shall be affirmatively stated by him at and before the adjournment
of such meeting (in which event the fact of such dissent shall be entered by the
secretary of the meeting in the minutes of the meeting), or (b) he shall forward
such dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. The right of dissent provided for by
either clause (a) or clause (b) of the immediately preceding sentence shall not
be available, in respect of any matter, acted upon at any meeting, to a Director
who voted at the meeting in favor of such matter and did not change his vote
prior to the time the result of the vote on such matter was announced by the
Chairman of such meeting.
SECTION 7. CONSENT ACTION BY DIRECTORS. 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 prior to such action a
written consent to such action is signed by all members of the Board of
Directors or such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board of Directors or committee.
SECTION 8. REMOVAL OF DIRECTORS. Any or all members of the Board of
Directors may be removed, with or without cause, at a meeting of shareholders
called expressly for that purpose by a vote of the holders of not less than a
majority of the outstanding shares of capital stock then entitled at an election
of directors.
SECTION 9. DIVIDENDS. The Board of Directors shall have power, subject
to any restrictions contained in The Indiana General Corporation Act or in the
Articles of Incorporation and out of funds legally available therefor, to
declare and pay dividends upon the outstanding capital stock of the Corporation
as and when they deem expedient. Before declaring any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time in their absolute discretion
deem proper for working capital, or as a reserve or reserves to meet
contingencies or for such other purposes as the Board of Directors shall deem
conducive to the interests of the Corporation and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.
SECTION 10. FIXING OF RECORD DATE TO DETERMINE SHAREHOLDERS ENTITLED TO
RECEIVE CORPORATE BENEFITS. The
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Board of Directors may fix a day and hour not exceeding 50 days preceding the
date fixed for payment of any dividend or for the delivery of evidence of
rights, or for the distribution or other corporate benefits, or for a
determination of shareholders entitled to receive any such dividend, rights or
distribution, and such case only shareholders of record at the time so fixed
shall be entitled to receive such dividend, rights or distribution. If no record
date is fixed for the determination of shareholders entitled to receive payment
of a dividend, the end of the day on which the resolution of the Board of
Directors declaring such dividend is adopted shall be the record date for such
determination.
SECTION 11. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation of any corporation which this Corporation
owns a majority of the capital stock shall be valid and binding, notwithstanding
that the directors and officers of this Corporation are identical or that some
or all of the directors or officers, or both, are also directors or officers of
such other corporation.
Any contract or other transaction between the Corporation and one or
more of its directors or members or employees, or between the Corporation and
any firm of which one or more of its directors are members or employees or in
which they are interested, or between the Corporation and any corporation or
association of which one or more of its directors are stockholders, members,
directors, officers or employees or in which they are interested, shall be valid
for all purposes, notwithstanding the presence of such director or directors at
the meeting of the Board of Directors of the Corporation which acts upon, or in
reference to, such contract or transaction and notwithstanding his or their
participation in such action, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Boards of Directors shall authorize,
approve and ratify such contract or transaction by a vote of a majority of the
directors present, such interested director or directors to be counted in
determining whether a quorum is present, but not to be counted in calculating
the majority of such quorum necessary to carry such vote. This Section shall not
be construed to invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable thereto.
SECTION 12. COMMITTEES. The Board of Directors may, by resolution
adopted by a majority of the actual number of Directors elected and qualified,
from time to time designate from among its members, an executive committee and
one or more other committees and may delegate to each such committee such
authority and power of the Board of Directors as shall be specified in such
resolution, but no such committee shall have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting an
agreement or plan of merger or consolidation proposing a special corporate
transaction, recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof, or amending these By-Laws. No member of any
such committee shall continue to be a member thereof after he ceases to be a
Director of the Corporation. The calling and holding of meetings of such
committee and its method of procedure shall be as determined by the Board of
Directors.
ARTICLE VI
OFFICERS
SECTION 1. PRINCIPAL OFFICERS. The principal officers of the
Corporation shall be a Chairman, a President, one or more Vice Presidents, a
Treasurer and a Secretary. The Corporation may also have, at the discretion of
the Board of Directors, such other subordinate officers as may be appointed in
accordance with the provisions of these By-Laws. Any two or more offices may be
held by the same person, except the duties of the President and Secretary shall
not be eligible for the office of Chairman who is not a Director of the
Corporation.
SECTION 2. CHIEF EXECUTIVE OFFICER. The Board of Directors shall
designate a Chief Executive Officer who shall be either the Chairman or
President. The Chief Executive Officer shall hold those powers and authorities
normally accorded such position and shall be the senior officer accountable to
the Board for principles and policies of the Corporation.
SECTION 3. ELECTION AND TERM OF OFFICE. The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor shall
have been duly chosen and qualified, or until his death, or he shall resign, or
shall have been removed in the manner hereinafter provided.
SECTION 4. REMOVAL. Any principal officer may be removed either with or
without cause, at any time by resolution adopted at any meeting of the Board of
Directors elected and qualified from time to time.
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SECTION 5. SUBORDINATE OFFICERS. In addition to the principal officers
enumerated in Section 1 of this Article VI, the Corporation may have a
Controller, one or more Assistant Controllers, one or more Assistant Secretaries
and such other officers, agents and employees as the Board of Directors may deem
necessary, each of whom shall hold office for such period, may be removed with
or without cause, have such authority and perform such duties as the Chairman,
the President, or the Board of Directors may from time to time determine. The
Board of Directors may delegate to any principal officer the power to appoint
and to remove any such subordinate officers, agents or employees.
SECTION 6. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Chairman, the Board of Directors, the President or to the
Secretary. Any such resignation shall take effect upon receipt of such notice or
at any later time specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
SECTION 7. VACANCIES. Any vacancy in any office for any cause may be
filled for the unexpired portion of the term in the manner prescribed in these
By-Laws for election or appointment to such office for such term.
SECTION 8. CHAIRMAN. The Chairman, who shall be chosen from among the
Directors, shall have general supervision of the affairs of the Corporation,
subject to the control of the Board of Directors. He shall be an ex officio
member of all standing committees. The Chairman shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors. Subject to the
control and direction of the Board of Directors, the Chairman may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. In general, he shall perform all duties and have all powers as,
from time to time may be herein defined, and all such other duties and powers
as, from time to time may be assigned to him by the Board of Directors.
SECTION 9. PRESIDENT. The President shall be responsible to the
Chairman in the performance of his duties, and shall, in the absence or
disability of the Chairman, perform the duties and exercise the power of the
Chairman. The President shall perform such duties and have such powers as the
Board of Directors may, from time to time assign.
SECTION 10. VICE PRESIDENTS. The other Vice Presidents in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President. They shall perform such other duties and have such
other powers as the Chairman and President and the Board of Directors may, from
time to time assign.
SECTION 11. TREASURER. The Treasurer shall be the Chief Financial
Officer of the Corporation and shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation and shall deposit
all such funds and securities of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors. He shall, upon
request, exhibit at all reasonable times his books of account and records to any
of the directors of the Corporation where such books and records shall be kept;
shall render upon request by the Board of Directors, a statement of the
condition of the finances of the Corporation at any time requested by the Board
of Directors or at the annual meeting of shareholders; shall receive, and give
receipt for moneys due and payable to the Corporation from any source
whatsoever; and in general, shall perform all duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Chairman, the President, or the Board of Directors. The Treasurer shall give
such bond, if any, for the faithful discharge of his duties as the Board of
Directors may require.
SECTION 12. SECRETARY. The Secretary shall keep or cause to be kept in
the books provided for that purpose, the minutes of the meetings of the
Shareholders and of the Board of Directors; shall duly give and serve all
notices required to be given in accordance with the provisions of these By-Laws
and by the Indiana General Corporation Act; shall be custodian of the records
and of the seal of the Corporation and see that the seal is affixed to all
documents, the executing of which on behalf of the Corporation under its seal is
duly authorized in accordance with the provisions of these By-Laws; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned to him by the Chairman, the
President or the Board of Directors.
SECTION 13. SALARIES. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors and the salaries of any
subordinate officers may be fixed by the President.
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SECTION 14. GENERAL POWERS OF OFFICERS. The Chairman and President and
each are authorized and empowered for and on behalf of the Corporation and in
its name, singly and without the joinder of any other officer, to execute and
deliver any and all contracts, leases, notes, mortgages, receipts, deeds,
commitments, power of attorney, authorizations and any and all documents in
addition to, but not limited to the ones therefore described which said offices,
or any of them believe to be necessary and advisable in carrying on the business
of the Corporation. The Treasurer and the Secretary of the Corporation are
hereby authorized to execute and deliver any and all documents which relate to
the routine discharge of the responsibilities of each of said offices and such
other documents as either the Chairman or the President shall specifically
authorize said officers to execute or deliver only such documents, or general
types of classes of documents, with respect to which they have received specific
authorization from either the Chairman, the President or the Board of Directors.
SECTION 15. VOTING CORPORATION'S SECURITIES. Unless otherwise ordered
by the Board of Directors, the Chairman, President and Secretary and each of
them, are appointed attorneys and agents of the Corporation, and shall have full
power and authority in the name and on behalf of the Corporation, to attend, to
act, and to vote all stock or other securities entitled to be voted at any
meetings of security holders of corporations, or associations in which the
Corporation may hold securities, in person, or by proxy, as a stockholder or
otherwise and at such meetings shall possess and may exercise any and all rights
and powers incident to the ownership of such securities, and which as the owner
thereof of the Corporation might have possessed and exercised, if present, or to
consent in writing to any action by and such other corporation or association.
The Board of Directors by resolution from time to time, may confer like powers
upon any other person or persons.
Article VII
Indemnification
SECTION 1. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every
person who is or was a director, officer or employee of this Corporation or of
any other corporation for which he is or was serving in any capacity at the
request of this Corporation shall be indemnified by this Corporation against any
and all liability and expense that may be incurred by him in connection with or
resulting from or arising out of any claim, action, suit or proceeding,
providing that such person is wholly successful with respect thereto or acted in
good faith in what he reasonably believed to be in or not opposed to the best
interests of this Corporation or such other corporation, as the case may be,
and, in addition, in any criminal action or proceeding, he had no reasonable
cause to believe that his conduct was unlawful. As used herein, "claim, action,
suit or proceeding" includes all actions (whether brought by or in the right of
this Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
this Corporation may become involved, as a party or otherwise.
(i) by reason of his being or having a director, officer or
employee of this Corporation or such other corporation or
arising out of his status as such or;
(ii) by reason of any past or future action taken or not taken by
him in any such capacity or status, whether or not he
continues to be such at the time such liability or expense is
incurred.
The terms "liability" and "expense" shall include, but shall not
be limited to, attorneys' fees and disbursements, amounts of judgments,
fines or penalties, and amounts paid in settlement by or on behalf of a
director, officer or employee.
The Corporation may advance expenses to or, where appropriate, may at
its expense undertake the defense of any such director, officer or employee upon
receipt of an undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to indemnification
hereunder.
The provisions of the Section shall be applicable to claims, suits, or
proceedings made or commended after the adoption hereof, whether arising from
acts or omissions to act during, before or after the adoption hereof.
The rights of indemnification provided hereunder shall be in addition
to any rights to which any person concerned may otherwise be entitled by
contract or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.
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ARTICLE VIII
AMENDMENTS
The power to make, alter, amend or repeal these By-Laws is vested in
the Board of Directors, but the affirmative vote of a majority of the actual
number of directors elected and qualified, from time to time, shall be necessary
to effect any alteration, amendment or repeal of the By-Laws.