Exhibit 3.2
BYLAWS OF
PFS BANCORP, INC.
ARTICLE I
PRINCIPAL PLACE OF BUSINESS; OFFICES
Section 1. PRINCIPAL PLACE OF BUSINESS. The principal place of business
of PFS Bancorp, Inc. (the "Corporation") shall be at Second and Bridgeway
Street, Aurora, Indiana 47001.
Section 2. REGISTERED OFFICE AND REGISTERED AGENT. The registered
office of the Corporation shall be located in the State of Indiana at such place
as may be fixed from time to time by the Board of Directors upon filing of such
notices as may be required by law, and the registered agent shall have a
business office identical with such registered office.
Section 3. OTHER OFFICES. The Corporation may have other offices within
or without the State of Indiana at such place or places as the Board of
Directors may from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the principal place of business of the Corporation
or at such other place within or out of Indiana as the Board of Directors may
determine.
Section 2. ANNUAL MEETING. A meeting of the shareholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually within 120 days after the end
of the Corporation's fiscal year on the third Thursday of April, if not a legal
holiday, and if a legal holiday then on the next day following which is not a
legal holiday, or at such other date and at such other time as the Board of
Directors may determine.
Section 3. ORGANIZATION. Each meeting of the shareholders shall be
presided over by the Chairman of the Board, or in his absence by the President.
The Secretary, or in his absence a temporary Secretary, shall act as secretary
of each meeting of the shareholders. In the absence of the Secretary and any
temporary Secretary, the chairman of the meeting may appoint any person present
to act as secretary of the meeting. The chairman of any meeting of the
shareholders shall announce the date and time of the opening and the closing of
the polls for each matter upon which the shareholders will vote at a meeting
and, unless prescribed by law or regulation or unless the Board of Directors has
otherwise determined, shall determine the order of the business and the
procedure at the meeting, including such regulation of the manner of voting and
the conduct of discussions as seem to him in order.
Section 4. NOTICE OF MEETINGS. Written notice stating the place, day
and hour of the meeting and the purpose or purposes for which the meeting is
called shall be delivered not fewer then ten (10) nor more than sixty (60) days
before the date of the meeting, either personally or by mail, by or at the
direction of the Chairman of the Board, the President, or the Secretary, or the
directors calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the U.S. mail, addressed to the shareholder at his address as it
appears on the stock transfer books or records of the Corporation as of the
record date prescribed in Section 5 of this Article II, with postage thereon
prepaid. Unless the Indiana Business Corporation Law requires otherwise, it
shall not be necessary to give any notice of the time and place of any adjourned
meeting or of the business to be transacted thereat, other than an announcement
at the meeting at which such adjournment is taken.
Section 5. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors shall fix in advance a date as the record
date for any such determination of shareholders. Such date in any case shall be
not more than seventy (70) days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section 5, such determination shall apply to
any adjournment thereof.
Section 6. VOTING LISTS. At least five (5) business days before each
meeting of the shareholders, the officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. This list of shareholders shall be kept on file at the principal
office of the Corporation or at the office of its registered agent if not in
Indiana and shall be subject to inspection by any shareholder at any time during
usual business hours, for a period of five (5) days prior to such meeting. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the entire time
of the meeting. The original stock transfer book shall constitute prima facie
evidence of the shareholders entitled to examine such list or transfer books or
to vote at any meeting of the shareholders.
Section 7. QUORUM; ACTIONS OF SHAREHOLDERS. A majority of the
outstanding shares of the Corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. 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 meeting as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. In all matters
other than the election of directors and except as otherwise provided by law or
the Articles of Incorporation, the affirmative vote of shares present or
represented by proxy at the
2
meeting and entitled to vote on the subject matter shall be the act of
shareholders. Directors shall be elected by a plurality of the votes cast. If,
at any meeting of shareholders, due to a vacancy or vacancies or otherwise,
directors of more than one class of the Board of Directors are to be elected,
each class of directors to be elected at the meeting shall be elected in a
separate election by a plurality vote.
Section 8. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the Board of Directors.
Section 9. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the
shareholders of the Corporation any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock, if a majority cannot agree.
Section 10. WAIVER OF NOTICE. A waiver of any notice required to be
given any shareholder, signed by the person or persons entitled to such notice,
whether before or after the time stated therein for the meeting, shall be
equivalent to the giving of such notice.
Section 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by an officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.
Section 12. PROPOSALS. At an annual meeting of the shareholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, or (b) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting
3
by a shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely a shareholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Corporation not later than 120 days prior to the anniversary date of the
mailing of proxy materials by the Corporation in connection with the immediately
preceding annual meeting of shareholders of the Corporation or, in the case of
the first annual meeting of shareholders of the Corporation following its
acquisition of all of the outstanding capital stock of Peoples Federal Savings
Bank, Aurora, Indiana (the "Bank"), which is expected to be held in April 2002,
notice by the shareholder must be so delivered and received no later than the
close of business on Wednesday, December 26, 2001, notwithstanding a
determination by the Corporation to schedule such first annual meeting later
than April 2002. A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (a) a
description of the business desired to be brought before the annual meeting, (b)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business, and, to the extent known, any other
shareholders known by such shareholder to be supporting such proposal, (c) the
class and number of shares of Corporation stock which are Beneficially Owned (as
defined in Article XI.A of the Corporation's Articles of Incorporation) by the
shareholder submitting the notice, by any Person who is Acting in Concert with
or who is an Affiliate or Associate of such shareholder (as such capitalized
terms are defined in Article XI.A of the Corporation's Articles of
Incorporation), by any Person who is a member of any group with such shareholder
with respect to the Corporation stock or who is known by such shareholder to be
supporting such proposal on the date the notice is given to the Corporation, and
by each Person who is in control of, is controlled by or is under common control
with any of the foregoing Persons (if any of the foregoing Persons is a
partnership, corporation, limited liability company, association or trust,
information shall be provided regarding the name and address of, and the class
and number of shares of Corporation stock which are Beneficially Owned by, each
partner in such partnership, each director, executive officer and shareholder in
such corporation, each member in such limited liability company or association,
and each trustee and beneficiary of such trust, and in each case each Person
controlling such entity and each partner, director, executive officer,
shareholder, member or trustee of any entity which is ultimately in control of
such partnership, corporation, limited liability company, association or trust),
(d) the identification of any person retained or to be compensated by the
shareholder submitting the proposal, or any person acting on his or her behalf,
to make solicitations or recommendations to shareholders for the purpose of
assisting in the passage of such proposal and a brief description of the terms
of such employment, retainer or arrangement for compensation, and (e) any
material interest of the shareholder in such business. The chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Article II, Section 12, and if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. This provision is not a limitation
on any other applicable laws and regulations.
Section 13. INSPECTORS. For each meeting of shareholders, the Board of
Directors shall appoint one or more inspectors of election, who shall make a
written report of such meeting. If for any meeting the inspector(s) appointed by
the Board of Directors shall be unable to act or the Board
4
of Directors shall fail to appoint any inspector, one or more inspectors shall
be appointed at the meeting by the chairman thereof. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. An inspector or inspectors shall (i)
ascertain the number of shares outstanding and the voting power of each, (ii)
determine the shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and (v) certify their determination of the
number of shares represented at the meeting and their count of all votes and
ballots. The date and time of the opening and the closing of the polls for each
matter upon which the shareholders will vote at a meeting shall be announced at
the meeting by the chairman thereof. An inspector or inspectors shall not accept
a ballot, proxy or vote, nor any revocations thereof or changes thereto, after
the closing of the polls (unless the Circuit Court of the State of Indiana upon
application by a shareholder shall determine otherwise) and may appoint or
retain other persons or entities to assist them in the performance of their
duties. Inspectors need not be shareholders and may not be nominees for election
as directors.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be under the direction of its Board of Directors. The Board of Directors
shall annually elect a chairman of the board from among its members and shall
designate, when present, the chairman of the board to preside at its meetings.
Section 2. NUMBER AND TERM; AGE LIMITATION. The initial Board of
Directors shall consist of six members and shall be divided into three classes
as nearly equal in number as possible. The number of directors may at any time
be increased or decreased by a vote of a majority of the Board of Directors,
provided that no decreased shall have the effect of shortening the term of any
incumbent director.
No person 75 years of age or above shall be eligible for election,
reelection, appointment, or reappointment to the Board of Directors of the
Corporation.
Section 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of the shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the Chief
Executive Officer or one-third of the
5
directors. The persons authorized to call special meetings of the Board of
Directors may fix any place as the place for holding any special meeting of the
Board of Directors called by such persons.
Members of the Board of Directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.
Section 5. NOTICE. Notice of any special meeting shall be given to each
director at least twenty-four (24) hours prior thereto if notice is given in
person or by telephone, telegraph, telex, facsimile or other means of electronic
transmission or at least five (5) days previously thereto delivered by mail at
the address at which the director is most likely to be reached. Such notice
shall be deemed to be delivered when deposited in the U.S. mail so addressed,
with postage thereon prepaid if mailed or when the facsimile transmission is
initiated if sent by facsimile. Any director may waive notice of any meeting by
a writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Section 6. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 5 of this Article III.
Section 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting which a quorum is present shall be the act of the Board of
Directors.
Section 8. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
Section 9. RESIGNATION. Any director may resign at any time by sending
a written notice of such resignation to the principal office of the Corporation
addressed to the Chairman of the Board or the Chief Executive Officer. Unless
otherwise specified therein, such resignation shall take effect upon receipt
thereof by the Chairman of the Board or the Chief Executive Officer.
Section 10. VACANCIES. All vacancies occurring in the Board of
Directors shall be filled in the manner provided in the Corporation's Articles
of Incorporation.
Section 11. COMPENSATION. Directors, as such, may receive a stated
salary for their services. By resolution of the Board of Directors, a reasonable
fixed sum, and reasonable expenses of
6
attendance, if any, may be allowed for actual attendance at each regular or
special meeting of the Board of Directors and/or such other compensation as may
be determined from time-to-time by the Board of Directors. Members of either
standing or special committees may be allowed similar compensation for serving
on committees of the Board of Directors as determined by the Board of Directors.
Section 12. PRESUMPTION OF ASSENT. A director who is present at a
meeting of the Board of Directors at which action on any matter is taken shall
be presumed to have assented to the action taken unless his dissent or
abstention shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before adjournment thereof or shall forward such dissent by
registered mail to the secretary within five (5) days after the adjournment of
such meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 13. REMOVAL OF DIRECTORS. Directors may be removed in the
manner provided in the Corporation's Articles of Incorporation.
Section 14. NOMINATIONS OF DIRECTORS. Subject to the rights of holders
of any class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or committee appointed by the Board of Directors
or by any shareholder entitled to vote generally in an election of directors.
However, any shareholder entitled to vote generally in an election of directors
may nominate one or more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid to the Secretary of the Corporation, which notice is
delivered to or received by the Secretary not later than (i) 120 days prior to
the anniversary date of the mailing of proxy materials by the Corporation in
connection with the immediately preceding annual meeting of shareholders of the
Corporation or, in the case of the first annual meeting of shareholders of the
Corporation following its acquisition of all of the outstanding capital stock of
the Bank, which is expected to be held in April 2002, any such nomination by a
shareholder must be so delivered or received no later than the close of business
on Wednesday, December 26, 2001, notwithstanding a determination by the
Corporation to schedule such first Annual Meeting later than April 2002, and
(ii) with respect to an election to be held at a special meeting of shareholders
for the election of directors, the close of business on the tenth day following
the date on which notice of such meeting is first given to shareholders. Each
such notice shall set forth: (a) the name, age, business address and residence
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) the principal occupation or employment of the
shareholder submitting the notice and of each person being nominated; (c) the
class and number of shares of Corporation stock which are Beneficially Owned (as
defined in Article XI.A of the Corporation's Articles of Incorporation) by the
shareholder submitting the notice, by any Person who is Acting in Concert with
or who is an Affiliate or Associate of such shareholder (as such capitalized
terms are defined in Article XI.A of the Corporation's Articles of
Incorporation), by any Person who is a member of any group with such
shareholder with respect to the Corporation stock or who is known by such
7
shareholder to be supporting such nominee(s) on the date the notice is given to
the Corporation, by each person being nominated, and by each Person who is in
control of, is controlled by or is under common control with any of the
foregoing Persons (if any of the foregoing Persons is a partnership,
corporation, limited liability company, association or trust, information shall
be provided regarding the name and address of, and the class and number of
shares of Corporation stock which are Beneficially Owned by, each partner in
such partnership, each director, executive officer and shareholder in such
corporation, each member in such limited liability company or association, and
each trustee and beneficiary of such trust, and in each case each Person
controlling such entity and each partner, director, executive officer,
shareholder, member or trustee of any entity which is ultimately in control of
such partnership, corporation, limited liability company, association or trust);
(d) a representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (e) a description of all arrangements or understandings between the
shareholder and each nominee and any arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (f) such other information regarding the shareholder submitting
the notice and each nominee proposed by such shareholder as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (g) the consent of each nominee to serve
as a director of the Corporation if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
Section 1. APPOINTMENT. The Board of Directors, by resolution adopted
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
director, of any responsibility imposed by law.
Section 2. AUTHORITY. The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors, except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the Board of
Directors with reference to: the declaration of dividends; the amendment of the
Articles of Incorporation or Bylaws of the Corporation, or recommending to the
shareholders a plan of merger, or consolidation, the sale, lease or other
disposition of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business; a
voluntary dissolution of the Corporation; a revocation of any of the foregoing;
or the approval of a transaction
8
in which any member of the executive committee, directly or indirectly, has any
material beneficial interest.
Section 3. TENURE. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the Board of Directors following his designation
and until a successor is designated as a member of the executive committee.
Section 4. MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
Section 5. QUORUM. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.
Section 7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
Section 8. RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the Chairman or Chief Executive Officer of the Corporation. Unless
otherwise specified therein, such resignation shall take effect upon receipt.
The acceptance of such resignation shall not be necessary to make it effective.
Section 9. PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
Section 10. NOMINATING COMMITTEE. The Corporation shall have a
nominating committee consisting of three (3) or more persons who are directors
of the Corporation. In case a person is to be elected to the board by the Board
of Directors because of a vacancy existing on the board,
9
nominations shall be made by the nominating committee pursuant to the
affirmative vote of a majority of its entire membership. The nominating
committee shall deliver the Secretary a written nomination for each directorship
to be filled at each annual meeting of the shareholders at least thirty (30)
days in advance of the date of that meeting. If the nominating committee makes
such nominations, only its nominations and that of any shareholder made in
accordance with the provisions of Article III, Section 14 shall be voted upon at
the annual meeting.
Section 11. OTHER COMMITTEES. The Board of Directors may by resolution
establish an audit committee and any other committees composed of directors as
they may determine to be necessary or appropriate for the conduct of the
business of the Corporation, and may prescribe the duties, constitution and
procedures thereof.
ARTICLE V
OFFICERS
Section 1. POSITIONS. The officers of the Corporation shall be a
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors may also
designate the chairman of the board as an officer. The President shall be the
chief executive officer and shall be appointed by the Board of Directors. The
offices of the secretary and treasurer may be held by the same person and a vice
president may also be either the secretary or the treasurer. The Board of
Directors may designate one or more vice presidents as executive vice president
or senior vice president. The Board of Directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require. The officers shall have such authority and perform such duties as the
Board of Directors may from time to time authorize or determine. In the absence
of action by the Board of Directors, the officers shall have such powers and
duties as generally pertain to their respective offices.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually at the first meeting of the Board of Directors held
after each annual meeting of the shareholders. If the election of officers is
not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor shall have been duly
elected an qualified or until the officer's death, resignation or removal in the
manner hereinafter provided. Election or appointment of an officer, employee or
agent shall not of itself create contractual rights. The Board of Directors may
authorize the Corporation to enter into an employment contract with any
officers.
Section 3. REMOVAL. Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.
10
Section 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. REMUNERATION. The remuneration of the officers shall be
fixed from time to time by the Board of Directors.
ARTICLE VI
DIVIDENDS; FINANCE; AND FISCAL YEAR
Section 1. DIVIDENDS. Subject to the applicable provisions of the
Indiana Business Corporation Law, dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property or in shares of the capital stock
of the Corporation. Before payment of 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 its absolute discretion, may deem
proper as a reserve or reserves to meet contingencies, or for repairing or
maintaining any property of the Corporation, or for any other proper purpose,
and the Board of Directors may modify or abolish any such reserve.
Section 2. DISBURSEMENTS. All checks or demand for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 3. DEPOSITORIES. The monies of the Corporation shall be
deposited in the name of the Corporation in such bank or banks or trust company
or trust companies as the Board of Directors shall designate, and shall be drawn
out only by check or other order for payment of money signed by such persons and
in such manner as may be determined by resolution of the Board of Directors.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall end on
the 31st day of December of each year.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the Board of Directors and approved by the Board. Such certificates shall be
signed by the chief executive officer or by any other officer of the Corporation
authorized by the Board of Directors, attested by the Secretary or an assistant
secretary, and sealed with the corporate seal or a facsimile thereof. The
signatures of such officers
11
upon a certificate may be facsimiles if the certificate is manually signed on
behalf of a transfer agent or a registrar, other than the Corporation itself or
one of its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in the
case of a lost or destroyed certificate, a new certificate may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 2. TRANSFER OF SHARES. Transfer of shares of capital stock of
the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name shares
of capital stock stand or the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate of stock in place of any certificate previously issued
by it which is alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen or destroyed certificate,
or his legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
Section 4. FRACTIONAL SHARES OR SCRIP. The Corporation may (a) issue
fractions of a share which shall entitle the holder to exercise voting rights,
to receive dividends thereon and to participate in any of the assets of the
Corporation in the event of liquidation; (b) arrange for the disposition of
fractional interests by those entitled thereto; (c) pay in cash the fair value
fractions of a share as of the time when those entitled to receive such shares
are determined; or (d) issue scrip in registered or bearer form which shall
entitle the holder to receive a certificate for a full share upon the surrender
of such scrip aggregating a full share.
Section 5. SHARES OF ANOTHER CORPORATION. Shares owned by the
Corporation in another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Board of Directors may determine or, in the
absence of such determination, by the Chief Executive Officer of the
Corporation.
12
ARTICLE VIII
CORPORATE SEAL
The Board of Directors shall provide a Corporation seal which shall be
two concentric circles between which shall be the name of the Corporation. The
year of incorporation and an emblem may appear in the center.
ARTICLE IX
AMENDMENTS
The bylaws may be amended as provided in the Articles of Incorporation.
13