CODE OF BY-LAWS
OF
HILLENBRAND INDUSTRIES, INC.
ARTICLE 1
DEFINITION OF CERTAIN TERMS
SECTION 1.01. CORPORATION. The term "Corporation," as used in this Code
of By-laws, shall mean and refer to Hillenbrand Industries, Inc., a corporation
duly organized and existing under and pursuant to the provisions of The Indiana
General Corporation Act, as amended.
SECTION 1.02. COMMON STOCK. The term "Common Stock," as used in this Code
of By-laws, shall mean and refer to the shares of Common Stock, without par
value, which the Corporation is authorized to issue under and pursuant to the
provisions of the Amended Articles of Incorporation of the Corporation.
SECTION 1.03. SHAREHOLDERS. The term "Shareholders," as used in this Code
of By-laws, shall mean and refer to the persons shown by the records of the
Corporation to be the holders of the duly authorized, issued and outstanding
shares of Common Stock.
SECTION 1.04. BOARD OF DIRECTORS. The term "Board of Directors," as used
in this Code of By-laws, shall mean and refer to the Board of Directors of the
Corporation.
SECTION 1.05. EXECUTIVE COMMITTEE. The term "Executive Committee," as
used in this Code of By-laws, shall mean and refer to the Executive Committee of
the Corporation.
SECTION 1.06. OFFICERS. The terms "President," "Vice-President,"
"Secretary," "Assistant Secretary," "Treasurer" and "Assistant Treasurer," as
used in this Code of By-laws, shall mean and refer, respectively, to the
individuals holding those offices of the Corporation in their capacities as
such.
SECTION 1.07. ACT. The term "Act," as used in this Code of By-laws, shall
mean and refer to The Indiana General Corporation Act, as now in force or
hereafter amended.
- 1 -
ARTICLE 2
SHARES OF THE CORPORATION
SECTION 2.01. FORM OF CERTIFICATES. The share of the Corporation shall be
represented by certificates which shall be in such form as is prescribed by law
and approved by the Board of Directors.
SECTION 2.02. TRANSFER OF SHARES. Shares of the Corporation may be
transferred on the books thereof only by the holder of such shares or by his
duly authorized representative, upon the surrender to the Corporation or its
transfer agent of the certificate for such share properly endorse.
SECTION 2.03. LOST, DESTROYED OR STOLEN STOCK CERTIFICATES. No share
certificates shall be issued in place of any certificate alleged to have been
lost, destroyed or stolen unless the Board of Directors is, or such officer or
officers as may be designated by the Board of Directors are, satisfied as to
such loss, destruction or theft and unless an indemnity bond acceptable to the
Board or such officers has been furnished by the owner of such lost, destroyed
or stolen certificate, or his legal representative.
SECTION 2.04. REGULATIONS RELATING TO THE TRANSFER AGENTS AND REGISTRARS
OF THE CORPORATION. The provisions governing the appointment of the Transfer
Agents, Registrars and Dividend Disbursing Agent of the Corporation, conferring
upon them their respective powers, rights, duties and obligations in their
capacities as such, allocating and delimiting their power to make original issue
and transfer of the shares of Common Stock, specifying to whom the Shareholders
shall give notice of changes of their addresses, allocating and imposing the
duty of maintaining the original stock ledgers or transfer books, or both, of
the Corporation and of disclosing the names of the Shareholders, the number of
shares of Common Stock held by each and the address of each Shareholder as it
appears upon the records of the Corporation, and dealing with other related
matters are contained in the "Regulations Relating to the Transfer Agents and
Registrars of Hillenbrand Industries, Inc." duly adopted by the Board of
Directors, certified copies of which are on file with, and may be inspected at
the office of:
- 2 -
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60690
the Registrar and Transfer Agents of the Corporation.
ARTICLE 3
THE SHAREHOLDERS
SECTION 3.01. ANNUAL MEETING. The Shareholders shall hold their annual
meeting during the month of April of each year for the purposes of electing
individuals to each position upon the Board of Directors, acting upon such other
questions or matters as are proposed to be submitted to a vote at the meeting
and acting upon such further questions or matters as may properly come before
the meeting. The annual meeting shall be called by the Board of Directors.
SECTION 3.02. SPECIAL MEETING. The Shareholders may hold a special
meeting at any time for the purposes of electing individuals to vacant positions
upon the Board of Directors, acting upon such other questions or matters as are
proposed to be submitted to a vote at the meeting and acting upon such further
questions or matters as may properly come before the meeting. A special meeting
of the Shareholders may be called by the Board of Directors, by the President or
by Shareholders holding not less than one-fourth (1/4) of the duly authorized,
issued and outstanding shares of Common Stock (determined as of the date upon
which the special meeting is called).
SECTION 3.03. PLACE OF MEETINGS. Meetings of the Shareholders may be held
at the Principal Office of the Corporation or any other place, within or without
the State of Indiana.
SECTION 3.04. PROCEDURE FOR CALLING MEETINGS. Any meeting of the
Shareholders which is called by the Board of Directors shall be deemed duly to
have been called upon the adoption of a resolution by the Board of Directors,
not less than ten (10) days before the date of the meeting, setting forth the
time, date and place of the meeting and containing a concise statement of the
questions or matters proposed to be submitted to a vote at the meeting. Any
special meeting of the Shareholders which is called by the President shall be
deemed duly to have been called upon delivery to the Secretary, not less than
ten (10) days before the
- 3 -
date of the meeting, of a written instrument, executed by the President, setting
forth the time, date and place of the meeting and containing a concise statement
of the questions or matters proposed to be submitted to a vote at the meeting.
Any special meeting of the Shareholders which is called by the Shareholders
shall be deemed duly to have been called upon delivery to the Secretary, not
less than fifty (50) days before the date of the meeting, of a written
instrument, executed by each of the Shareholders calling the meeting, setting
forth the time, date and place of the meeting and containing a concise statement
of the questions or matters proposed to be submitted to a vote at the meeting.
SECTION 3.05. RECORD DATE. For the purpose of determining the
Shareholders entitled to notice of, or to vote at, any meeting of the
Shareholders, for the purpose of determining the Shareholders entitled to
receive payment of any dividend or other distribution, or in order to make a
determination of the Shareholders for any other corporate purpose, the Board of
Directors may fix in advance a date as the record date for that determination of
the Shareholders, that date, in any case, to be not more than seventy (70) days
and, in case of a meeting of the Shareholders, not less than ten (10) days,
before the date upon which the particular action, requiring that determination
of the Shareholders, is to be taken. If no record date is fixed for the
determination of the Shareholders entitled to notice of, or to vote at, a
meeting of the Shareholders, then the date ten (10) days before the date of the
meeting shall be the record date for the meeting. If no record date is fixed
for the determination of the Shareholders entitled to receive payment of a
dividend or other distribution, then the date upon which the resolution of the
Board of Directors declaring the dividend or other distribution is adopted shall
be the record date for the determination of the Shareholders. When a
determination of the Shareholders entitled to notice of, or to vote at, a
meeting of the Shareholders has been made, the determination shall apply to any
adjournment of the meeting. The Shareholders upon any record date shall be the
Shareholders as of the close of business on that record date.
SECTION 3.06. NOTICE OF MEETINGS. Notice of any meeting of the
Shareholders shall be deemed duly to have been given if, at least ten (10) days
before the date of the meeting, a written notice stating the date, time and
place of meeting, and containing a concise statement of the questions or matters
proposed to be submitted to a vote at the meeting, is delivered
- 4 -
by the Secretary to each Shareholder entitled to notice of, and to vote at, the
meeting. The written notice shall be deemed duly to have been delivered by the
Secretary to a Shareholder at the date upon which:
(1) it is delivered personally to the Shareholders;
(2) it is deposited in the United States First Class Mail, postage
prepaid, addressed to the address of the Shareholder set forth upon the
records of the Corporation; or
(3) it is deposited with a telegraph company, transmission charges
prepaid, addressed to the address of the Shareholder set forth upon the
records of the Corporation.
Written notice of the meeting shall be deemed duly to have been waived by any
Shareholder present, in person or by proxy, at the meeting. Written notice of
the meeting may be waived by any Shareholder not present, in person or by proxy,
at the meeting, either before or after the meeting, by written instrument,
executed by the Shareholder, delivered to the Secretary.
SECTION 3.07. VOTING LISTS. The Secretary shall, not less than five (5)
days before the date of each meeting of the Shareholders, prepare, or cause to
be prepared, a complete list of the Shareholders entitled to notice of, and to
vote at, the meeting. The voting list shall disclose the names and addresses of
those Shareholders, arranged in alphabetical order, and the number of duly
authorized, issued and outstanding shares of Common Stock held by each of those
Shareholders (determined as of the record date for the meeting). The Secretary
shall cause the voting list to be produced and kept open at the Principal Office
of the Corporation where it shall be subject to inspection by any Shareholder
during the five (5) days before the meeting. The Secretary shall also cause the
voting list to be produced and kept open at the time and place of the meeting
where it shall be subject to inspection by any Shareholder during the course of
the meeting.
SECTION 3.08. QUORUM AT MEETINGS. At any meeting of the Shareholders the
presence, in person or by proxy, of Shareholders holding a majority of the duly
authorized, issued and outstanding shares of Common Stock (determined as of the
record date for the meeting) shall constitute a quorum.
- 5 -
SECTION 3.09. VOTING AT MEETINGS. Any action required or permitted to be
taken at any meeting of the Shareholders with respect to any question or matter
shall be taken pursuant to the affirmative vote of a majority of the duly
authorized, issued and outstanding shares of Common Stock (determined as of the
record date for the meeting) present at the meeting, in person or by proxy,
unless a greater number is required by the provisions of the Act, in which event
the action shall be taken only pursuant to the affirmative vote of the greater
number.
SECTION 3.10. VOTING BY PROXY. A shareholder may vote at any meeting of
the Shareholders, either in person or by proxy. Each proxy shall be in the form
of a written instrument executed by the Shareholder or a duly authorized agent
of the Shareholder. No proxy shall be voted at any meeting unless and until it
has been filed with the Secretary.
SECTION 3.11. NOTICE OF SHAREHOLDER BUSINESS. At any meeting of the
shareholders, only such business may be conducted as shall have been properly
brought before the meeting, and as shall have been determined to be lawful and
appropriate for consideration by Shareholders at the meeting. To be properly
brought before a meeting business must be (a) specified in the notice of
meeting given in accordance with Section 3.06 of this Article 3, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or the Chairman of the Board or the Chief Executive Officer, or (c)
otherwise properly brought before the meeting by a Shareholder. For business to
be properly brought before a meeting by a Shareholder pursuant to clause (c)
above, the Shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation at the principal place of business of the
Corporation. To be timely, a Shareholder's notice must be delivered to or
mailed and received by the Secretary not later than 100 days prior to the
anniversary of the date of the immediately preceding annual meeting which was
specified in the initial formal notice of such meeting (but if the date of the
forthcoming annual meeting is more than 30 days after such anniversary date,
such written notice will also be timely if received by the Secretary by the
later of 100 days prior to the forthcoming meeting date and the close of
business 10 days following the date on which the Company first makes public
disclosure of the meeting date). A Shareholder's notice to the Secretary shall
set forth as to each matter the Shareholder proposes to bring before the meeting
(a) a brief description of
- 6 -
the business desire to be brought before the meeting, (b) the name and address
of the Shareholder proposing such business, (c) the class and number of shares
of the Corporation which are beneficially owned by the Shareholder, and (d) any
interest of the Shareholder in such business. Notwithstanding anything in these
By-laws to the contrary, no business shall be conducted at a meeting except in
accordance with the procedures set forth in this Section 3.11. The person
presiding at the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the Code of By-laws, or that business was not lawful or
appropriate for consideration by Shareholders at the meeting, and if he should
so determine, he shall so declare to the meeting and any such business shall not
be transacted.
SECTION 3.12. NOTICE OF SHAREHOLDER NOMINEES. Nominations of persons for
election to the Board of Directors of the Corporation may be made at any meeting
of Shareholders by or at the direction of the Board of Directors or by any
Shareholder of the Corporation entitled to vote for the election of members of
the Board of Directors at the meeting. For nominations to be made by a
Shareholder, the Shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation at the principal place of business of the
Corporation. To be timely, a Shareholder's nomination must be delivered to or
mailed and received by the Secretary not later than (i) in the case of the
annual meeting, 100 days prior to the anniversary of the date of the immediately
preceding annual meeting which was specified in the initial formal notice of
such meeting (but if the date of the forthcoming annual meeting is more than 30
days after such anniversary date, such written notice will also be timely if
received by the Secretary by the later of 100 days prior to the forthcoming
meeting date and the close of business 10 days following the date on which the
Company first makes public disclosure of the meeting date) and (ii) in the case
of a special meeting, the close of business on the tenth day following the date
on which the Corporation first makes public disclosure of the meeting date.
Each notice given by such Shareholder shall set forth: (i) the name and
address of the Shareholder who intends to make the nomination and of the person
or persons to be nominated; (ii) a representation that the Shareholder is a
holder of record, setting forth the shares so held, and intends to appear in
person or by proxy as a holder of record at the meeting to nominate the person
or persons specified in the notice; (iii) a description of all arrangements or
understandings between such Shareholder and each nominee proposed
- 7 -
by the Shareholder and any other person or persons (identifying such person or
persons) pursuant to which the nomination or nominations are to be made by the
shareholders; (iv) such other information regarding 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 (v)
the consent in writing of each nominee to serve as a director of the Corporation
if so elected.
If facts show that a nomination was not made in accordance with the foregoing
provisions, the Chairman of the meeting shall so determine and declare to the
meeting, whereupon the defective nomination shall be disregarded.
ARTICLE 4
THE BOARD OF DIRECTORS
SECTION 4.01. NUMBER OF MEMBERS. The Board of Directors shall consist of
eleven (11) members.
SECTION 4.02. QUALIFICATION OF MEMBERS. Each member of the Board of
Directors shall be an adult individual. Members of the Board of Directors need
not be Shareholders and need not be residents of the State of Indiana or
citizens of the United States of America.
SECTION 4.03. ELECTION OF MEMBERS. The members of the Board of Directors
shall be elected by the Shareholders at the annual meeting of the Shareholders,
at a special meeting of the Shareholders called for that purpose or by the
unanimous written consent of the Shareholders, except that a majority of the
duly elected and qualified members of the Board of Directors then occupying
office to fill any vacancy in the membership of the Board of Directors caused by
the resignation, death, or adjudication or legal incompetency of a member of the
Board of Directors, or caused by an increase in the number of the members of the
Board of Directors. The members of the Board of Directors shall be classified
with respect to the terms with respect to which they shall severally serve as
such by dividing them into three classes, each such class constituted as
follows:
Class One - Four Members
Class Two - Three Members
- 8 -
Class Three - Four Members
At the annual meeting of the Shareholders to be held in 1979, the members of the
Board of Directors in Class One shall be elected for a three year term expiring
at the close of the Annual Meeting of the Shareholders to be held in 1982. The
members of the Board of Directors in Class Two shall continue to serve a two
year term expiring at the close of the annual meeting of the Shareholders to be
held in 1980. The members of the Board of Directors in Class Three shall
continue to serve a three year term expiring at the close of the annual meeting
of the Shareholders held in 1981. At the annual meetings of the Shareholders
held after 1978, the successors of the class of members of the Board of
Directors whose terms shall expire at the conclusion of that annual meeting
shall be elected to serve as such for a term of three years, so that the terms
of members of the Board of Directors of no more than one class shall expire at
the conclusion of any annual meeting. Each member of the Board of Directors
shall serve as such throughout the term for which he is elected, or until his
successor is duly elected and qualified.
SECTION 4.04. REMOVAL OF MEMBERS. Any member of the Board of Directors
may be removed at any time, with or without cause, by the Shareholders at a
special meeting called for that purpose.
SECTION 4.05. RESIGNATIONS OF MEMBERS. Any member of the Board of
Directors may resign at any time, with or without cause, by delivering written
notice of his resignation to the Board of Directors. The resignation shall take
effect at the time specified in the written notice or upon receipt by the Board
of Directors, as the case may be, and, unless otherwise specified in the written
notice, the acceptance of the resignation shall not be necessary to make it
effective.
SECTION 4.06. ANNUAL MEETING. The Board of Directors shall hold its
annual meeting immediately following the annual meeting of the Shareholders for
the purposes of electing individuals to each position upon the Executive
Committee, electing individuals to each of the offices of the Corporation and
acting upon such other questions or matters as may properly come before the
meeting.
SECTION 4.07. SPECIAL MEETINGS. The Board of Directors may hold a special
meeting at any time for the purposes of electing individuals to each vacant
position on the Board of Directors, electing individuals to each vacant position
on the Executive
- 9 -
Committee, electing individuals to each vacant office of the Corporation and
acting upon such other questions and matters as may properly come before the
meeting. A special meeting of the Board of Directors may be called by any
member of the Board of Directors.
SECTION 4.08. PLACE OF MEETINGS. The annual meeting of the Board of
Directors shall be held at the same place at which the annual meeting of the
Shareholders is held. Special meeting of the Board of Directors may be held at
the Principal Office of the Corporation or at any other place, within or without
the State of Indiana.
SECTION 4.09. PROCEDURE FOR CALLING MEETINGS. Any special meeting of the
Board of Directors shall be deemed duly to have been called by a member of the
Board of Directors upon delivery to the Secretary, not less than seven (7) days
before the date of such meeting, of a written instrument, executed by the member
of the Board of Directors calling the meeting, setting forth the time, date and
place of the meeting. The written instrument may also contain, at the option of
the member of the Board of Directors calling the meeting, a concise statement of
the questions or matters proposed to be submitted to a vote, or otherwise
considered, at the meeting. Any special meeting of the Board of Directors with
respect to which all members of the Board of Directors are either present or
duly waive written notice, either before or after the meeting, shall also be
deemed duly to have been called.
SECTION 4.10. NOTICE OF MEETINGS. No notice of the annual meeting of the
Board of Directors shall be required. Notice of any special meeting of the
Board of Directors shall be deemed duly to have been given if, at least seven
(7) days before the date of the meeting, a written notice stating the date, time
and place of the meeting and, to the extent set forth in the written instrument
by which the meeting is called, containing a concise statement of the questions
or matters proposed to be submitted to a vote, or otherwise considered, at the
meeting is delivered by the Secretary to each member of the Board of Directors.
The written notice shall be deemed duly to have been delivered by the Secretary
to a member of the Board of Directors at the date upon which:
(1) it is delivered personally to the member of the Board of Directors;
- 10 -
(2) it is deposited in the United States First Class Mail, postage
prepaid, addressed to the last known address of the member of the Board of
Directors; or
(3) it is deposited with a telegraph company, transmission charges
prepaid, addressed to the last known address of the member of the Board of
Directors.
Written notice of the meeting shall be deemed duly to have been waived by any
member of the Board of Directors present at the meeting. Written notice of the
meeting may be waived by any member of the Board of Directors not present at the
meeting, either before or after the meeting, by written instrument, executed by
the member of the Board of Directors, delivered to the Secretary.
SECTION 4.11. QUORUM AT MEETINGS. At any annual or special meeting of the
Board of Directors the presence of two-thirds of the then duly elected and
qualified members of the Board of Directors then occupying office shall
constitute a quorum.
SECTION 4.12. VOTING AT MEETINGS. Any action required or permitted to be
taken at any meeting of the Board of Directors with respect to any question or
matter shall be taken pursuant to the affirmative vote of a majority of the then
duly elected and qualified members of the Board of Directors present at the
meeting, unless a greater number is required by the provisions of the Act, in
which event the action shall be taken only pursuant to the affirmative vote of
that greater number.
SECTION 4.13. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors with respect to any question
or matter may be taken without a meeting, if, before that action is taken, a
unanimous written consent to that action is executed by all of the then duly
elected and qualified members of the Board of Directors and the written consent
is filed with the minutes of the preceding of the Board of Directors.
SECTION 4.14. THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall
be a member of the Board of Directors. The Chairman of the Board shall provide
leadership to the Board of Directors, advice and counsel to the President and
other officers of the Corporation, shall preside at all meetings of the
Shareholders and the Board of Directors, and shall, in addition, have such
further powers and perform such further duties as are
- 11 -
specified in the Code of By-laws or as the Board of Directors may, from time to
time, assign or delegate to him.
ARTICLE 5
THE EXECUTIVE COMMITTEE
SECTION 5.01. ESTABLISHMENT OF EXECUTIVE COMMITTEE. During the intervals
between the meetings of the Board of Directors, the Executive Committee shall
have and may exercise all powers of the Board of Directors except for the
following powers:
(1) powers in reference to amending the Articles of Incorporation;
(2) powers in reference to adopting an agreement or plan of merger of
consolidation;
(3) powers in reference to proposing a special corporate transaction;
(4) powers in reference to recommending to the Shareholders a voluntary
dissolution of the Corporation or revocation of voluntary dissolution
proceedings; and
(5) powers in reference to the amendment of this Code of By-laws.
SECTION 5.02. NUMBER OF MEMBERS. The Executive Committee shall consist of
seven (7) members.
SECTION 5.03. QUALIFICATIONS OF MEMBERS. Each member of the Executive
Committee shall be a duly elected and qualified member of the Board of
Directors.
SECTION 5.04. ELECTION OF MEMBERS. The members of the Executive Committee
shall be elected by the Board of Directors. Each member of the Executive
Committee shall serve as such for a term coextensive with his term as a member
of the Board of Directors, except as hereinafter provided. Each member of the
Executive Committee shall be deemed to have qualified as such upon his election.
SECTION 5.05. REMOVAL OF MEMBERS. Any members of the Executive Committee
may be removed at any time, with or without cause, by the Board of Directors.
- 12 -
SECTION 5.06. RESIGNATIONS OF MEMBERS. Any member of the Executive
Committee may resign at any time, with or without cause, by delivering written
notice of his resignation to the Board of Directors. The resignation shall take
effect at the time specified in the written notice or upon receipt, as the case
may be, and, unless otherwise specified in the written notice, the acceptance of
the resignation shall not be necessary to make it effective.
SECTION 5.07. FILLING OF VACANCIES. Any vacancies in the membership of
the Executive Committee because of death, adjudication of incompetency,
resignation or removal of a member of the Executive Committee, or caused by an
increase in the number of members of the Executive Committee, shall be filled
for the unexpired portion of the term of such position by the Board of
Directors.
SECTION 5.08. MEETINGS. The Executive Committee may hold meetings at any
time for the purpose of acting upon such questions and matters as may properly
come before such meeting. A meeting of the Executive Committee may be called by
any member of the Executive Committee.
SECTION 5.09. PLACE OF MEETINGS. Meetings of the Executive Committee may
be held at the Principal Office of the Corporation or at any other place, within
or without the State of Indiana.
SECTION 5.10. PROCEDURE FOR CALLING MEETINGS. Any meeting of the
Executive Committee shall be deemed duly to have been called by a member of the
Executive Committee upon delivery to the Secretary, not less than three (3) days
before the date of the meeting, of a written instrument, executed by the member
of the Executive Committee calling the meeting, setting forth the time, date and
place of such meeting. The written instrument may also contain, at the option
of the member of the Executive Committee calling the meeting, a concise
statement of the questions or matters proposed to be submitted to vote, or
discussed, at the meeting. Any meeting of the Executive Committee with respect
to which all members of the Executive Committee are either present or duly waive
written notice, either before or after the meeting, shall also be deemed duly to
have been called.
SECTION 5.11. NOTICE OF MEETINGS. Notice of any meeting of the Executive
Committee shall be deemed duly to have been given
- 13 -
if, at least three (3) days before the date of the meeting, a written notice
stating the date, time and place of the meeting and, to the extent set forth in
the written instrument by which the meeting is called, containing a concise
statement of the questions or matters proposed to be submitted to a vote at the
meeting is delivered by the Secretary to each of the members of the Executive
Committee. The written notice shall be deemed duly to have been delivered by
the Secretary to a member of the Executive Committee at the date upon which:
(1) it is delivered personally to the member of the Executive Committee;
(2) it is deposited in the United States First Class Mail, postage
prepaid, addressed to the last known address of the member of the Executive
Committee; or
(3) it is deposited with a telegraph company, transmission charges
prepaid, addressed to the last known address of the member of the Executive
Committee.
Written notice of the meeting shall be deemed duly to have been waived by any
member of the Executive Committee present at the meeting. Written notice of the
meeting may be waived by any member of the Executive Committee not present at
the meeting, either before or after the meeting, by written instrument, executed
by the member of the Executive Committee, delivered to the Secretary.
SECTION 5.12. QUORUM AT MEETINGS. At any meeting of the Executive
Committee the presence of a majority of the then duly elected and qualified
members of the Executive Committee shall constitute a quorum.
SECTION 5.13. VOTING AT MEETINGS. Any action required or permitted to be
taken at any meeting of the Executive Committee with respect to any question or
matter shall be taken pursuant to a vote of a majority of the then duly elected
and qualified members of the Executive Committee present at the meeting, unless
a greater number is required by the provisions of the Act, in which event the
action shall be taken only pursuant to the vote of that greater number.
SECTION 5.14. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Executive Committee with respect to any question
or matter may be taken
- 14 -
without a meeting, if, before that action is taken, a unanimous written consent
to that action is executed by all of the duly elected and qualified members of
the Executive Committee then occupying office and the written consent is filed
with the minutes of the proceedings of the Executive Committee.
ARTICLE 6
THE OFFICERS
SECTION 6.01. NUMBER OF OFFICERS. The officers of the Corporation shall
consist of a President, a Secretary and a Treasurer, and may, in addition,
consist of one or more Executive Vice-Presidents, Senior Vice-Presidents, Vice-
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. Any two or more offices may be held by the same person except that
the offices of President and Secretary shall not be held by the same person.
SECTION 6.02. QUALIFICATIONS OF OFFICERS. Each officer of the Corporation
shall be an adult individual. The officers of the Corporation need not be
Shareholders and need not be residents of the State of Indiana or citizens of
the United States of America.
SECTION 6.03. ELECTION OF OFFICERS. The officers of the Corporation shall
be elected by the Board of Directors. Each officer shall serve as such until
the next ensuing annual meeting of the Board of Directors or until his successor
shall have been duly elected and shall have qualified, except as hereinafter
provided. Each officer shall be deemed to have qualified as such upon his
election.
SECTION 6.04. REMOVAL OF OFFICERS. Any officer of the Corporation may be
removed at any time, with or without cause by the Board of Directors.
SECTION 6.05. RESIGNATION OF OFFICERS. Any officer of the Corporation may
resign at any time, with or without cause, by delivering written notice of his
resignation to the Board of Directors. The resignation shall take effect at the
time specified in the written notice, or upon receipt by the Board of Directors,
as the case may be, and, unless otherwise specified in the written notice, the
acceptance of the resignation shall not be necessary to make it effective.
- 15 -
SECTION 6.06. FILLING OF VACANCIES. Any vacancies in the offices of the
Corporation because of death, adjudication of incompetency, resignation, removal
or any other cause shall be filled for the unexpired portion of the term of that
office by the Board of Directors.
SECTION 6.07. THE PRESIDENT. The President shall be the chief executive
officer of the Corporation. He shall be responsible for the active overall
direction and administration of the affairs of the Corporation, subject,
however, to the control of the Board of Directors and the Chairman of the Board.
In general, he shall have such powers and perform such duties as are incident to
the office of President and chief executive officer of a business corporation
and shall, in addition, have further powers and perform such further duties as
are specified in this Code of By-laws or as the Board of Directors may, from
time to time, assign to or delegate to him. At the request of the Chairman of
the Board, the President may, in the case of absence or inability to act as the
Chairman of the Board, temporarily act in his place.
SECTION 6.08. THE VICE-PRESIDENTS. Each Vice-President (if one or more
Vice-Presidents are elected) shall assist the Chairman of the Board and the
President in their duties and shall have such other powers and perform such
other duties as the Board of Directors, the Chairman of the Board or the
President may, from time to time, assign or delegate to him. At the request of
the President, any Vice-President may, in the case of absence or inability to
act of the President, temporarily act in his place. In the case of the death or
inability to act without having designated a Vice-President to act temporarily
in his place, the Vice-President so to perform the duties of the President shall
be designated by the Board of Directors.
SECTION 6.09. THE SECRETARY. The Secretary shall be the chief custodial
officer of the Corporation. He shall keep or cause to be kept, in minute books
provided for the purpose, the minutes of the proceedings of the Shareholders,
the Board of Directors and the Executive Committee. He shall see that all
notices are duly given in accordance with the provisions of this Code of By-laws
and as required by law. He shall be custodian of the minute books, archives,
records and the seal of the Corporation and see that the seal is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized by the Shareholders, the Board of Directors, the Executive
Committee, the Chairman of the Board or
- 16 -
the President or as required by law. In general, he shall have such powers and
perform such duties as are incident to the office of Secretary of a business
corporation and shall, in addition, have such further powers and perform such
further duties as are specified in this Code of By-laws or as the Board of
Directors, the Executive Committee, the Chairman of the Board, or the President
may, from time to time, assign or delegate to him.
SECTION 6.10. THE ASSISTANT SECRETARIES. Each Assistant Secretary (if one
or more Assistant Secretaries are elected) shall assist the Secretary in his
duties, and shall have such other powers and perform such other duties as the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or the Secretary may, from time to time, assign or delegate to him.
At the request of the Secretary, any Assistant Secretary may, in the case of the
absence or inability to act of the Secretary, temporarily act in his place. In
the case of the death or resignation of the Secretary, or in the case of his
absence or inability to act without having designated an Assistant Secretary to
act temporarily in his place, the Assistant Secretary so to perform the duties
of the Secretary shall be designated by the President.
SECTION 6.11. THE TREASURER. The Treasurer shall have such powers and
perform such duties as are incident to the office of Treasurer of a business
corporation and have such further powers and perform such further duties as the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or the Vice-President - Finance, may, from time to time, assign or
delegate to him. In the absence of the Vice-President - Finance, the Treasurer
shall be the Chief Financial Officer of the Corporation.
SECTION 6.12. THE ASSISTANT TREASURERS. Each Assistant Treasurer (if one
or more Assistant Treasurers are elected) shall assist the Treasurer in his
duties, and shall have such other powers and perform such other duties as the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or the Treasurer may, from time to time, assign or delegate to him.
At the request of the Treasurer, any Assistant Treasurer may, in the case of the
absence or inability to act of the Treasurer, temporarily act in his place. In
the case of the death or resignation of the Treasurer, or in the case of his
inability to act without having designated an Assistant Treasurer to act
temporarily in his place, the Assistant Treasurer so to
- 17 -
perform the duties of the Treasurer shall be designated by the President.
SECTION 6.13. FUNCTION OF OFFICES. The offices of the Corporation are
established in order to facilitate the day to day administration of the affairs
of the Corporation in the ordinary course of its business and to provide an
organization capable of executing and carrying out the decisions and directions
of the Board of Directors and the Executive Committee. The officers of the
Corporation shall have such powers and perform such duties as may be necessary
or desirable to conduct and effect all transactions in the ordinary course of
the business of the Corporation without further authorization by the Board of
Directors or the Executive Committee and such further powers as are granted by
this Code of By-laws or are otherwise granted by the Board of Directors or the
Executive Committee.
ARTICLE 7
MISCELLANEOUS MATTERS
SECTION 7.01. FISCAL YEAR. The fiscal year of the Corporation shall begin
upon the first day of December of each year and shall end upon the last day of
November next ensuing.
SECTION 7.02. NEGOTIABLE INSTRUMENTS. All checks, drafts, bills of
exchange and orders for the payment of money may, unless otherwise directed by
the Board of Directors or the Executive Committee, or unless otherwise required
by law, be executed in its name by the President, a Vice-President, the
Treasurer or an Assistant Treasurer, singly and without necessity of
countersignature. The Board of Directors of the Executive Committee may,
however, authorize any other officer or employee of the Corporation to sign
checks, drafts and orders for the payment of money, singly and without necessity
of countersignature.
SECTION 7.03. NOTES AND OBLIGATIONS. All notes and obligations of the
Corporation for the payment of money other than those to which reference is made
in Section 7.02 of this Code of By-laws, may, unless otherwise directed by the
Board of Directors of the Executive Committee, or unless otherwise required by
law, be executed in its name by the President or a Vice-President, singly and
without necessity of either attestation or affixation of the corporate seal by
the Secretary or an Assistant Secretary.
- 18 -
SECTION 7.04. DEEDS AND CONTRACTS. All deeds and mortgages made by the
Corporation and all other written contracts and agreements to which the
Corporation shall be a party may, unless otherwise directed by the Board of
Directors or the Executive Committee, or unless otherwise required by law, be
executed in its name by the President or a Vice-President singly and without
necessity of either attestation or affixation of the corporate seal by the
Secretary or an Assistant Secretary.
SECTION 7.05. ENDORSEMENT OF STOCK CERTIFICATES. Any certificate for
shares of stock issued by any corporation and owned by the Corporation
(including Common Stock held by the Corporation as treasury stock) may, unless
otherwise required by law, be endorsed for sale or transfer by the President or
a Vice-President, and attested by the Secretary or an Assistant Secretary; the
Secretary or an Assistant Secretary, when necessary or required, may affix the
corporate seal to the certificate.
SECTION 7.06. VOTING OF STOCK. Any shares of stock issued by any other
corporation and owned by the Corporation may be voted at any shareholders'
meeting of the other corporation by the President, if he is present, or in his
absence by a Vice-President. Whenever, in the judgment of the President, it is
desirable for the Corporation to execute a proxy or to give a shareholders'
consent with respect to any shares of stock issued by any other corporation and
owned by the Corporation, the proxy or consent may be executed in the name of
the Corporation by the President or a Vice-President singly and without
necessity of either attestation or affixation of the corporate seal by the
Secretary or an Assistant Secretary. Any person or persons designated in the
manner above stated as the proxy or proxies of the Corporation shall have full
right, power and authority to vote the share or shares of stock issued by the
other corporation and owned by the Corporation the same as the share might be
voted by the Corporation.
SECTION 7.07. CORPORATE SEAL. The corporate seal of the Corporation shall
be circular in form and mounted on a metal die, suitable for impressing the same
on paper. About the upper periphery of the seal shall appear the words
"Hillenbrand Industries, Inc.," and about the lower periphery of the seal shall
appear the word "Indiana." In the center of the seal shall appear the words
"Corporate Seal." No instrument executed by any of the officers of the
Corporation shall be invalid or
- 19 -
ineffective in any respect by reason of the fact that the corporate seal has not
been affixed to it.
- 20 -