RESTATEMENT OF ARTICLES OF INCORPORATION Sue Ann Gilroy
State Form 42152 (R2/4-95) Secretary of State
Approved by State Board of Accounts 1995 302 W. Washington St., Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
Indiana Code 23-1-38-7
FILING FEE IS $30.00
INSTRUCTIONS: Use 8 1/2" x 11" white paper for inserts.
Present original and two (2) copies to address in upper right
corner of this form.
Please TYPE or PRINT.
Upon completion of filing the Secretary of State will issue a
receipt.
RESTATEMENT OF
ARTICLES OF INCORPORATION
OF
BIOMET, INC.
The above corporation (hereinafter referred to as the "Corporation") existing
pursuant to the Indiana Business Corporation Law, desiring to give notice of
corporate action effectuating the restatement of its Articles of Incorporation,
sets forth the following:
ARTICLE 1 - RESTATEMENT
SECTION 1: The date of incorporation of the Corporation:
November 30, 1977
SECTION II: The name of the Corporation following this restatement:
Biomet, Inc.
SECTION III: The exact text of the Restatement of Articles of Incorporation is
attached as "Exhibit A".
ARTICLE II - MANNER OF ADOPTION AND VOTE (Strike inapplicable section)
SECTION 1: The restatement does not contain an amendment requiring
[X] shareholder approval and the board of directors adopted the
restatement.
In Witness Whereof, the undersigned being the Senior Vice President,
General Counsel and Secretary of said Corporation executes this Restatement of
Articles of Incorporation and verifies, subject to penalties of perjury, that
the statements contained herein are true, this 30th day of December, 1999.
Signature Printed Name
/s/ Daniel P. Hann Daniel P. Hann
EXHIBIT A
RESTATEMENT OF THE
ARTICLES OF INCORPORATION
OF
BIOMET, INC.
ARTICLE I.
Name
The name of the Corporation is Biomet, Inc.
ARTICLE II.
Purposes and Powers
Section 2.1. Purposes. The purposes for which the Corporation is formed
are:
a. To manufacture and distribute surgical implants and orthopedic support
devices.
b. In general, to transact any and all lawful business for which
corporations may be incorporated under the Indiana Business Corporation Law, as
amended (the "Act").
Section 2.2. Powers. Subject to any limitation or restriction imposed by
law or any provision of these Articles of Incorporation, the Corporation shall
have the power:
a. To do everything necessary, convenient to accomplish the purposes set
forth; and
b. To exercise and enjoy in furtherance of hereinbefore set forth all the
rights, privileges and powers granted to the Corporation by these Articles of
Incorporation, the Act as now or hereafter amended, and the common law.
ARTICLE III.
Term of Existence
The Corporation shall have perpetual existence.
ARTICLE IV
Authorized Shares
Section 4.1. Number. The total number of shares which the Corporation shall
have authority to issue is one hundred fifty million five thousand two hundred
fifty (150,005,250) shares.
Section 4.2. Classes. The authorized shares of the Corporation shall be
divided into the following classes:
a. Preferred Shares, consisting of five thousand two hundred fifty (5,250)
shares with par value of $100.00 per share (the "Preferred Shares"); and
b. Common Shares, consisting of one hundred fifty million (150,000,000)
shares without par value (the "Common Shares").
Section 4.3. Relative Rights.
a. Preferred Shares. The Preferred Shares may be issued in one or more
series. The board of directors shall have the authority to determine by
resolution the relative rights, preferences, limitations and restrictions of any
series of Preferred Shares, prior to the issuance thereof. All shares within
each series of Preferred Shares shall have the same rights, preferences,
limitations and restrictions.
b. Common Shares. All Common Shares shall have the same rights,
preferences, limitations and restrictions.
Section 4.4. Voting Rights of Shares.
a. Common Shares. Each holder of Common Shares shall be entitled to one (1)
vote for each share owned of record on the books of the Corporation on each
matter submitted to a vote of the holders of Common Shares.
b. Preferred Shares. Holders of Preferred Shares shall have only such
voting rights as may be specified by the board of directors pursuant to Section
4.3 hereof or by the Act.
Section 4.5. Series A. Preferred Shares. The Series A Preferred Shares of
the Corporation shall consist of three thousand (3,000) of the Preferred Shares
specified in Section 4.2.a. of the Articles of Incorporation of Biomet, Inc.,
and shall have the following rights, preferences, limitations and restrictions:
a. Dividends and Distributions.
(i) Entitlement to Dividends. Subject to the rights of the holders of
any shares or any series of Preferred Shares ranking prior and superior to
the Series A Preferred Shares with respect to dividends, and in preference
to the holders of Common Shares and of any other junior shares, the holders
of outstanding Series A Preferred Shares shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last
day of March, June, September and December, in each year (a "Quarterly
Payment Date"), commencing on the first Quarterly Payment Date after the
first issuance of a share or fraction of a Series A Preferred Share, in a
per share amount (rounded to the nearest cent) equal to the greater of (A)
$1,000, or (B) subject to the provision for adjustment hereinafter set
forth, 100,000 times the aggregate per share amount of all cash dividends,
and 100,000 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions (other than a dividend payable in
Common Shares or a subdivision of the outstanding Common Shares (by
reclassification or otherwise)), declared on the Common Shares since the
immediately preceding Quarterly Payment Date or, with respect to the first
Quarterly Payment Date, since the first issuance of any Series A Preferred
Share or fraction thereof. In the event the Corporation shall at any time
after December 28, 1999 (the "Rights Declaration Date") declare any
dividend on Common Shares payable in Common Shares, or effect a subdivision
or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common
Shares) into a greater or lesser number of Common Shares, then in each such
case the amount to which holders of Series A Preferred Shares were entitled
immediately prior to such event under clause (B) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of Common Shares outstanding immediately after the
event and the denominator of which is the number of Common Shares that were
outstanding immediately prior to the event.
(ii) Declaration of Dividends. The Corporation shall declare a
dividend or distribution on the Series A Preferred Shares as provided in
subparagraph (i) of this paragraph immediately after it declares a dividend
or distribution on the Common Shares (other than a dividend payable in
Common Shares); provided that, in the event no dividend or distribution
shall have been declared on the Common Shares during the period between any
Quarterly Payment Date and the next subsequent Quarterly Payment Date, a
dividend of $1,000 per share on the Series A Preferred Shares shall
nevertheless be payable on the subsequent Quarterly Payment Date.
(iii) Accrual of Dividends. Dividends shall begin to accrue and be
cumulative on outstanding Series A Preferred Shares from the Quarterly
Payment Date next preceding the date of issue of the shares, unless the
date of issue of the shares is prior to the record date for the first
Quarterly Payment Date, in which case dividends on the shares shall begin
to accrue from the date of issue of the shares, or unless the date of issue
is a Quarterly Payment Date or is a date after the record date for the
determination of holders of Series A Preferred Shares entitled to receive a
quarterly dividend and before such Quarterly Payment Date, in either of
which events the shares shall begin to accrue and be cumulative from such
Quarterly Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the Series A Preferred Shares in an amount less
than the total amount of the dividends at the time accrued and payable on
the shares shall be allocated pro rata on a share-by-share basis among all
shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of Series A Preferred Shares entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be not more than 60 days prior to the date fixed for the
payment thereof.
b. Voting Rights. The holders of Series A Preferred Shares shall have the
following voting rights:
(i) Number of Votes. Subject to the provision for adjustment
hereinafter set forth, each Series A Preferred Share shall entitle the
holder thereof to 100,000 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at any
time declare or pay any dividend on the Common Shares payable in Common
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by payment
of a dividend in Common Shares) into a greater or lesser number of Common
Shares, then in each such case the number of votes per share to which
holders of Series A Preferred Shares were entitled immediately prior to
such event shall be adjusted by multiplying that number by a fraction, the
numerator of which is the number of Common Shares outstanding immediately
after the event and the denominator of which is the number of Common Shares
that were outstanding immediately prior to the event.
(ii) No Class Voting. Except as otherwise provided herein, in any
other Articles of Amendment creating a series of Preferred Shares or any
similar shares or by law, the holders of Series A Preferred Shares and the
holders of Common Shares and any other shares of the Corporation having
general voting rights shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.
(iii) No Special Voting Rights. Except as set forth herein, or as
otherwise provided by law, holders of Series A Preferred Shares shall have
no special voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Shares as set
forth herein) for taking any corporate action.
c. Certain Restrictions.
(i) Dividends in Arrears. Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred Shares as
provided in paragraph a. are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on Series
A Preferred Shares outstanding shall have been paid in full, the
Corporation shall not:
(A) Declare or pay dividends or make any other distributions, on
any shares ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Shares;
(B) Declare or pay dividends, or make any other distributions, on
any shares ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred
Shares, except dividends paid ratably on the Series A Preferred Shares
and all parity shares on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all those
shares are then entitled;
(C) Redeem or purchase or otherwise acquire for consideration
shares ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Shares, provided
that the Corporation may at any time redeem, purchase or otherwise
acquire any junior shares in exchange for shares of the Corporation
ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Shares; or
(D) Redeem or purchase or otherwise acquire for consideration any
Series A Preferred Shares, or any shares ranking on a parity with the
Series A Preferred Shares, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of
Directors) to all holders of those shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(ii) Limitation on Subsidiaries. The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of the Corporation unless the Corporation could,
under subparagraph (i) of this paragraph c. purchase or otherwise acquire
those shares at such time and in such manner.
d. Reacquired Shares. Any Series A Preferred Shares purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued Preferred Shares and may be
reissued as part of a new series of Preferred Shares subject to the conditions
and restrictions on issuance set forth in these Articles of Incorporation, or in
any Articles of Amendment creating another series of Preferred Shares or any
similar shares or as otherwise required by law.
e. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Shares unless,
prior thereto, the holders of Series A Preferred Shares shall have received the
greater of (A) $100,000 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, or (B) an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100,000 times the aggregate amount to
be distributed per share to holders of Common Shares, or (2) to the holders of
shares ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Shares, except
distributions made ratably on the Series A Preferred Shares and all such parity
shares in proportion to the total amounts to which the holders of all such
shares are entitled upon liquidation, dissolution or winding up. In the event
the Corporation shall at any time declare or pay any dividend on the Common
Shares payable in Common Shares, or effect a subdivision or combination or
consolidation of the outstanding Common Shares (by reclassification or otherwise
than by payment of a dividend in Common Shares) into a greater or lesser number
of Common Shares, then in each such case the aggregate amount to which holders
of Series A Preferred Shares were entitled immediately prior to that event under
the proviso in clause (1) of the preceding sentence shall be adjusted by
multiplying that amount by a fraction the numerator of which is the number of
Common Shares outstanding immediately after the event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
the event.
f. Consolidation, Merger, etc. If the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the Common
Shares are exchanged for or changed into other securities, cash and/or any other
property, then in any such case each Series A Preferred Share shall at the same
time be similarly exchanged or changed in an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100,000 times the
aggregate amount of shares, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each Common Share is
changed or exchanged. In the event the Corporation shall at any time declare or
pay any dividend on the Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common Shares)
into a greater or lesser number of Common Shares, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of Series A Preferred Shares shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Shares
outstanding immediately after the event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to the event.
g. No Redemption. The Series A Preferred Shares shall not be redeemable.
h. Rank. The Series A Preferred Shares shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of the Corporation's Preferred Shares.
i. Amendment. These Articles of Incorporation of the Corporation shall not
be amended in any manner that would materially alter or change the powers,
preferences or special rights of the Series A Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding Series A Preferred Shares, voting together as a
single class.
j. Expiration of Rights Agreement. In the event that the Rights Agreement
dated as of December 16, 1999 between the Corporation and Lake City Bank is
terminated or expires prior to the issuance of any Series A Preferred Shares,
all Series A Preferred Shares shall become authorized but unissued Preferred
Shares and may be reissued as part of a new series of Preferred Shares subject
to the conditions and restrictions on issuance set forth in these Articles of
Incorporation or in any other Articles of Amendment creating a series of
Preferred Shares or any similar shares or as otherwise required by law.
ARTICLE V.
Directors
Section 5.1. Number. The by-laws of the Corporation shall specify from time
to time the number of directors of the Corporation. In the absence of a by-law
fixing the number of directors, the number shall be nine (9).
Section 5.2. Classes of Directors. The by-laws of the Corporation may
provide that the board of directors shall be divided into classes whose terms of
office expire at different times, under terms and conditions consistent with the
Act.
ARTICLE VI
Provisions for Regulation of Business and
Conduct of Affairs of the Corporation
Section 6.1. Issuance of Shares. Authorized but unissued shares and
treasury shares of the Corporation may be issued or sold from time to time upon
such terms and conditions, for such consideration, and to such persons,
corporations or other legal entities as the board of directors may determine
without authorization or approval of the shareholders. Shares having a par value
may be sold at less than their par value.
Section 6.2. Place of Meetings. Meetings of the shareholders and meetings
of the board of directors shall be held at such places, either within or without
the State of Indiana, as shall be specified in the respective calls and notices
or waivers of notice of such meetings given in accordance with the by-laws.
Section 6.3. Indemnification of Directors and Officers.
a. As used in this section:
(1) "Director" means any person who is or was a director of this
Corporation and any person who, while a director of this
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner), trustee, employee or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan.
(2) "Expenses" include attorneys' fees.
(3) "Official capacity" means
(A) when used with respect to a director, the office of director
in the Corporation, and
(B) when used with respect to a person other than a director, as
contemplated in subsection i., the elective or appointive
office in the Corporation held by the officer or the
employment or agency relationship undertaken by the employee
or agent in behalf of the Corporation, but in each case does
not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(4) "Party" includes a person who was, is, or is threatened to be
made, a named defendant or respondent in a proceeding.
(5) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative.
b. The Corporation shall have power to indemnify any person made a party to
any proceeding by reason of the fact that he is or was a director if
(1) he conducted himself in good faith; and
(2) he reasonably believed
(A) in the case of conduct in his official capacity with the
Corporation, that his conduct was in its best interest, and
(B) in all other cases, that his conduct was at least not
opposed to its best interests; and
(3) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses, actually incurred by the person
in connection with the proceeding; except that if the proceeding was
by or in the right of the Corporation, indemnification may be made
only against such reasonable expenses and shall not be made in respect
of any proceeding in which the person shall have been adjudged to be
liable to the Corporation. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, be determinative
that the person did not meet the requisite standard of conduct set
forth in this subsection b.
c. A director shall not be indemnified under subsection b. in respect of
any proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he shall have been adjudged
to be liable on the basis that personal benefit was improperly received by him.
d. A director who has been wholly successful, on the merits or otherwise,
in the defense of any proceeding referred to in subsection b. shall be
indemnified against reasonable expenses incurred by him in connection with the
proceeding; and
(1) a court of appropriate jurisdiction, upon application of a
director and such notice as the court shall require, shall have
authority to order indemnification in the following
circumstances:
(A) if it determines a director is entitled to reimbursement
under clause (1), the court shall order indemnification, in
which case the director shall also be entitled to recover
the expenses of securing such reimbursement; or
(B) if it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not he has met the standard of
conduct set forth in subsection b. or has been adjudged
liable in the circumstances described in subsection c., the
court may order such indemnification as the court shall deem
proper, except that indemnification with respect to any
proceeding by or in the right of the Corporation or in which
liability shall have been adjudged in the circumstances
described in subsection c. shall be limited to expenses.
A court of appropriate jurisdiction may be the same court in which the
proceeding involving the director's liability took place.
e. No indemnification under subsection b. shall be made by the Corporation
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in subsection b. Such determination
shall be made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors not at the time parties to the
proceeding; or
(2) if such a quorum cannot be obtained, then by a majority vote of a
committee of the board, duly designated to act in the matter by a
majority vote of the full board (in which designation directors
who are parties may participate), consisting solely of two or
more directors not at the time parties to the proceeding; or
(3) by special legal counsel, selected by the board of directors or a
committee thereof by vote as set forth in clauses (1) or (2) of
this subsection e., or, if the requisite quorum of the full board
cannot be obtained therefor and such committee cannot be
established, by a majority vote of the full board (in which
selection directors who are parties may participate); or
(4) by the shareholders.
Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
determination that indemnification is permissible is made by special
legal counsel, authorization of indemnification and determination as
to reasonableness of expenses shall be made in a manner specified in
clause (3) in the preceding sentence for the selection of such
counsel. Shares held by directors who are parties to the proceeding
shall not be voted on the subject matter under this subsection e.
f. Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the Corporation in advance of the final
disposition of such proceeding upon receipt by the Corporation of
(1) a written affirmation by the director of his good faith belief
that he has met the standard of conduct necessary for
indemnification by the Corporation as authorized in this section,
and
(2) a written undertaking by or on behalf of the director to repay
such amount if it shall ultimately be determined that he has not
met such standard of conduct, and
after a determination that the facts then known to those making the
determination would not preclude indemnification under this section.
The undertaking required by clause (2) shall be an unlimited general
obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.
Determinations and authorizations of payments under this subsection f.
shall be made in the manner specified in subsection e.
g. The Corporation shall have the power to pay or reimburse expenses
incurred by a director in connection with his appearance as a witness in a
proceeding at a time when he has not been made a named defendant or respondent
in the proceeding.
h. For purposes of this section, the Corporation shall be deemed to have
requested a director to serve an employee benefit plan whenever the performance
by him of his duties to the Corporation also imposes duties on, or otherwise
involves services by, him to the plan or participants or beneficiaries of the
plan; excise taxes assessed on a director with respect to an employee benefit
plan pursuant to applicable law shall be deemed "fines"; and action taken or
omitted by him with respect to an employee benefit plan in the performance of
his duties for a purpose reasonably believed by him to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Corporation.
i. (1) An officer of the Corporation shall be indemnified as and to the
same extent provided in subsection d. for a director and shall be
entitled to the same extent as a director to seek indemnification
pursuant to the provisions of subsection d.;
(2) the Corporation shall have the power to indemnify and to advance
expenses to an officer, employee or agent of the Corporation to
the same extent that it may indemnify and advance expenses to
directors pursuant to this section; and
(3) the Corporation, in addition, shall have the power to indemnify
and to advance expenses to an officer, employee or agent who is
not a director to such further extent, consistent with law, as
may be provided by these Articles of Incorporation, the by-laws,
general or specific action of its board of directors, or
contract.
j. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or who, while a director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this section.
k. Any indemnification of, or advance of expenses to, a director in
accordance with this section, if arising out of a proceeding by or in the right
of the Corporation, shall be reported in writing to the shareholders with or
before the notice of the next shareholders' meeting.
l. The provisions of this Section 6.3 shall not limit any other rights of
indemnification to which a director may be entitled by law.
Section 6.4. Powers of Board of Directors. Subject to a limitation or
restriction imposed by law or by these Articles of Incorporation, the board of
directors may exercise, in furtherance of the purposes of the Corporation, all
the powers of the Corporation without authorization or approval of the
shareholders.
Section 6.5. Distributions upon Shares. The board of directors shall have
authority to authorize and direct the payment of dividends and the making of
other distributions by the Corporation in respect of its shares at such times,
in such amounts and forms, from such sources (specifically including, but not
limited to, the unrestricted and unreserved capital surplus of the Corporation)
and upon such terms and conditions as it may, from time to time, determine,
subject to such restrictions, limitations, conditions and requirements as may be
imposed by law or by these Articles of Incorporation.
Section 6.6. Acquisition of Shares. The board of directors shall have
authority to authorize and direct the acquisition by the Corporation of its
shares at such times, in such amounts, from such persons, for such
consideration, from such sources (specifically including, but not limited to,
the unrestricted and unreserved capital surplus of the Corporation) and upon
such terms and conditions as it may from time to time determine, subject to such
restrictions, conditions, and requirements as may be imposed by law or by these
Articles of Incorporation.
Section 6.7. Executive Committee and Other Committees. The powers and
duties conferred or imposed upon the board of directors by law and by these
Articles of Incorporation may be exercised or performed by an executive
committee or by one or more such other committees as may from time to time be
designated in a manner and to the extent specified in the by-laws.
Section 6.8. Voting Requirements. The affirmative vote of the holders of
not less than seventy-five percent (75%) of the outstanding Common Shares
entitled to vote shall be required:
a. To amend, alter, change or repeal any provision of these Articles of
Incorporation, except that an amendment to Section 4.1 or Section 4.2 shall be
adopted for the purpose of increasing the number of authorized shares of the
Corporation upon receipt of the affirmative vote of not less than a majority of
the outstanding Common Shares entitled to vote.
b. To authorize a "special corporate transaction" as defined in the Indiana
General Corporation Act (IC 23-1-6-1).
c. To approve any merger or consolidation pursuant to the Act to which the
Corporation is a party.