RESTATED BYLAWS
OF GERMAN AMERICAN BANCORP
(As amended through January 31, 2001)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meetings. Annual meetings of the shareholders of the
Corporation shall be held at such hour and at such place within or without the
State of Indiana as shall be designated by the Board of Directors.
Section 1.2. Special Meetings. Special meetings of the shareholders of the
Corporation may be called at any time by the Board of Directors or the President
and shall be called by the Board of Directors if the Secretary receives written,
dated, and signed demands for a special meeting, describing in reasonable detail
the purpose or purposes for which it is to be held, from the holders of shares
representing at least 25 percent of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting. If the Secretary
receives one or more proper written demands for a special meeting of
shareholders, the Board of Directors may set a record date for determining
shareholders entitled to make such demand. The Board of Directors or the
President, as the case may be, calling a special meeting of shareholders shall
set the date, time, and place of such meeting, which may be held within or
without the State of Indiana.
Section 1.3. Notices. A written notice, stating the date, time and place of
any meeting of the shareholders, and in the case of a special meeting the
purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting no fewer than 10
nor more than 60 days before the date of the meeting, or as otherwise provided
by the Corporation Law. In the event of a special meeting of shareholders
required to be called as the result of a demand therefore made by shareholders,
such notice shall be given no later than the sixtieth day after the
Corporation's receipt of the demand requiring the meeting to be called. Notice
of shareholders' meetings, if mailed, shall be mailed, postage prepaid, to each
shareholder at his address shown in the Corporation's current record of
shareholders.
A shareholder or his proxy may at any time waive notice of a meeting if the
waiver is in writing and is delivered to the Corporation for inclusion in the
minutes or filing with the Corporation's records. A shareholder's attendance at
a meeting, whether in person or by proxy, (a) waives objection to lack of notice
or defective notice of the meeting, unless the shareholders or his proxy at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (b) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder or his proxy objects to considering the
matter when it is presented. Each shareholder who has in the manner above
provided waived notice or objection to notice of the shareholders' meeting shall
be conclusively presumed to have been given due notice of such meeting,
including the purpose or purposes thereof.
If an annual or special shareholders' meeting is adjourned to a different
date, time or place, notice need not be given of the new date, time or place if
the new date, time or place is announced at the meeting before adjournment,
unless a new record date is or must be established for the adjourned meeting.
Section 1.4. Voting. Except as otherwise provided by the Corporation Law or
the Corporation's Articles of Incorporation, each capital share of any class of
the Corporation that is outstanding at the record date and represented in person
or by proxy at the annual or special meeting shall entitle the record holder
thereof, or his proxy, to one vote on each matter voted on at the meeting.
Section 1.5. Quorum. Unless the Corporation's Articles of Incorporation or
the Corporation Law provide otherwise, at all meetings of shareholders a
majority of the votes entitled to be cast on a matter, represented in person or
by proxy, constitutes a quorum for action on the matter. Action may be taken at
a shareholders' meeting only on matters with respect to which a quorum exists;
provided, however, that any meeting of shareholders, including annual and
special meetings and any adjournments thereof, may be adjourned to a later date
although less than a quorum is present. Once a share is represented for any
purpose at a meeting, it is deemed present for any quorum purposes for the
remainder of the meeting and for any meeting held pursuant to an adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.
Section 1.6. Vote Required to Take Action. If a quorum exists as to a
matter to be considered at a meeting of shareholders, action on such matter
(other than the election of Directors) is approved if the votes properly cast
favoring the action exceed the votes properly cast opposing the action, unless
the Corporation's Articles of Incorporation or the Corporation Law requires a
greater number of affirmative votes. Directors shall be elected by a plurality
of the votes properly cast.
Section 1.7. Record Date. Only such persons shall be entitled to notice of
or to vote, in person or by proxy, at any shareholders' meeting as shall appear
as shareholders upon the books of the Corporation as of such record date as the
Board of Directors shall determine, which date may not be earlier than the date
70 days immediately preceding the meeting unless otherwise permitted by the
Corporation Law. In the absence of such determination, the record date shall be
the fiftieth day immediately preceding the date of such meeting. Unless
otherwise provided by the Board of Directors, shareholders shall be determined
as of the close of business on the record date.
Section 1.8. Proxies. A shareholder may vote his shares either in person or
by proxy. A shareholder may appoint a proxy to vote or otherwise act for the
shareholder (including authorizing the proxy to receive, or to waive, notice of
any shareholders' meetings within the effective period of such proxy) by signing
an appointment form, either personally or by the shareholder's attorney-in-fact.
An appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes and is effective for 11 months
unless a longer period is expressly provided in the appointment form. The
proxy's authority may be limited to a particular meeting or may be general and
authorize the proxy to represent the shareholder at any meeting of shareholders
held within the time provided in the appointment form. Subject to the
Corporation Law and to any express limitation on the proxy's authority appearing
on the face of the appointment form, the Corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.
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ARTICLE II
Directors
Section 2.1. Number and Term. The business of the Corporation shall be
managed by a Board of Directors consisting of at least 9 Directors and no more
than 14 Directors. The exact number of Directors of the Corporation shall be
fixed by the Board of Directors within the range established by the preceding
sentence, and may be changed within that range from time to time by the Board of
Directors. The Directors shall be divided, effective immediately following the
election of Directors at the annual meeting of shareholders in 2001, into three
equal (or as nearly equal as possible) classes. Only one class of Directors
shall be elected at any annual meeting held after the annual meeting in 2001,
and the term of each class of Directors elected at each annual meeting held
after the annual meeting in 2001 shall be three years. Two classes of Directors
shall be elected at the annual meeting of shareholders in 2001, and a Director
elected at that meeting may be elected for a term of two or three years expiring
at the annual meetings of shareholders to be held in 2003 and 2004, in order to
re-structure the terms of all Directors in a manner that will, in the judgment
of the Board of Directors, result in the appropriate classification of Directors
and the appropriate staggering of their terms of service. Despite the expiration
of a Director's term, the Director shall continue to serve until his successor
is elected and qualified, or until the earlier of his death, resignation,
disqualification, or removal, or until there is a decrease in the number of
Directors. No Director shall be elected after reaching the age of 65 years,
unless such Director for the year preceding his election has (a) worked an
average of 30 hours per week in his principal occupation, and (b) resided in the
State of Indiana for nine months. No Director shall be elected after reaching
the age of 69 years. The Board of Directors may in its discretion from time to
time consider and grant waivers from the Director qualification requirements
included in the immediately preceding two sentences to permit a Director who
otherwise would not be qualified under this Section 2.1 nevertheless to be
elected and serve on the Board of Directors. Vacancies caused by an increase in
the number of Directors shall be apportioned so as to make the classes as nearly
equal as possible. The Directors and each of them shall have no authority to
bind the Corporation except when acting as a Board or as a committee established
by the Board and granted authority to bind the Corporation.
Section 2.2. Quorum and Vote Required to Take Action. A majority of the
members of the Board of Directors (the size of which shall be determined in
accordance with the latest action of the Board of Directors fixing the number of
Directors) shall be necessary to constitute a quorum for the transaction of any
business, except the filling of vacancies. If a quorum is present when a vote is
taken, the affirmative vote of a majority of the Directors present shall be the
act of the Board of Directors, unless the act of a greater number is required by
the Corporation Law, the Corporation's Articles of Incorporation or these
Bylaws.
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Section 2.3. Annual and Regular Meetings. The Board of Directors shall meet
annually, without notice, on the same day as the annual meeting of the
shareholders, for the purpose of transacting such business as properly may come
before the meeting. Other regular meetings of the Board of Directors, in
addition to said annual meeting, shall be held on such dates, at such times, and
at such places as shall be fixed by resolution adopted by the Board of Directors
or otherwise communicated to the Directors. The Board of Directors may at any
time alter the date for the next regular meeting of the Board of Directors.
Section 2.4. Special Meetings. Special meetings of the Board of Directors
may be called by the President or by a majority of the Board of Directors upon
not less than 24 hours' notice given to each Director of the date, time and
place of the meeting, which notice need not specify the purpose or purposes of
the special meeting. Such notice may be communicated in person (either in
writing or orally), by telephone, telegraph, teletype or other form of wire or
wireless communication or by mail, and shall be effective at the earlier of the
time of its receipt or, if mailed, five days after its mailing. Notice of any
meeting of the Board may be waived in writing at any time if the waiver is
signed by the Director entitled to the notice and is filed with the minutes of
Corporate records. A Director's attendance at or participation in a meeting
waives any required notice to the Director of the meeting, unless the Director
at the beginning of the meeting (or promptly upon the Director's arrival)
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.
Section 2.5. Written Consents. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if the
action is taken by all members of the Board. The action must be evidenced by one
or more written consents describing the action taken, signed by each Director,
and included in the minutes or filed with the corporate records reflecting the
action taken. Action taken under this Section 2.5 is effective when the last
Director signs the consent, unless the consent specifies a different prior or
subsequent effective date, in which case the action is effective on or as of the
specified date. A consent signed under this Section 2.5 has the effect of a
meeting vote and may be described as such in any document.
Section 2.6. Participation by Conference Telephone. The Board of Directors
may permit any or all Directors to participate in a regular or special meeting
by, or through the use of, any means of communication, such as conference
telephone, by which all Directors participating may simultaneously hear each
other during the meeting. A Director participating in a meeting by such means
shall be deemed to be present in person at the meeting.
Section 2.7. Committees.
(a) The Board of Directors may create one or more committees and
appoint members of the Board of Directors to serve on them, by resolution
of the Board of Directors adopted by a majority of all the Directors in
office when the resolution is adopted. Each committee may have one or more
members, and all the members of a committee shall serve at the pleasure of
the Board of Directors.
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(b) To the extent specified by the Board of Directors in the
resolutions creating a committee, each committee may exercise all of the
authority of the Board of Directors; provided, however, that a committee
may not:
(1) authorize dividends or other distributions as defined by the
Corporation Law, except a committee may authorize or approve a
reacquisition of shares if done according to a formula or method
prescribed by the Board of Directors;
(2) approve or propose to shareholders action that is required to
be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its
committees;
(4) amend the Corporation's Articles of Incorporation;
(5) adopt, amend, repeal or waive any provision of these Bylaws;
or
(6) approve a plan of merger not requiring shareholder approval.
(c) Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.2 through 2.6 of these Bylaws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements, and telephone participation in meetings of the Board of
Directors, apply to the committee and its members as well.
ARTICLE III
Officers
Section 3.1. Designation, Selection and Terms. The officers of the
Corporation shall consist of the Chairman of the Board, the President and the
Secretary. The Board of Directors may also elect Vice Presidents, Assistant
Secretaries and such other officers or assistant officers as it may from time to
time determine by resolution creating the office and defining the duties
thereof. In defining the duties of officers, the Board of Directors may
designate a chief executive officer, a chief operating officer, a chief
administrative officer, a chief financial officer, a chief accounting officer or
similar functional titles. The officers of the Corporation shall be elected by
the Board of Directors and need not be selected from among the members of the
Board of Directors, except for the Chairman of the Board, who shall be a member
of the Board of Directors. Any two or more offices may be held by the same
person. All officers shall serve at the pleasure of the Board of Directors. The
election or appointment of an officer does not itself create contract rights.
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Section 3.2. Removal. The Board of Directors may remove any officer at any
time with or without cause, except that a two-thirds affirmative vote of all
other members of said Board shall be required to remove the Chairman of the
Board and/or the President. Vacancies in such offices, however occurring, may be
filled by the Board of Directors at any meeting of the Board of Directors,
except that two-thirds affirmative vote of all remaining members of said Board
shall be required to fill any vacancy created by the removal of the Chairman of
the Board and/or the President.
Section 3.3. Chairman of the Board. The Chairman of the Board shall be
selected from among the members of the Board of Directors. He shall preside at
all meetings of the shareholders and the Board of Directors at which he shall be
present, and shall perform the duties and have the powers of the President in
his absence or in the event of the inability or refusal of the President to act.
The Chairman of the Board shall serve the Corporation in such other capacities
and perform such other duties as are incident to his office or may from time to
time be delegated to him by the Board of Directors or defined in these Bylaws.
Section 3.4. President. The President shall have and may exercise all of
the powers and duties as are incident to his office or may from time to time be
delegated to him by the Board of Directors or defined in these Bylaws.
Section 3.5. Secretary. The Secretary shall be the custodian of the books,
papers and records of the Corporation and of its corporate seal, if any, and
shall be responsible for seeing that the Corporation maintains the records
required by the Corporation Law (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by the Corporation Law. The Secretary shall be responsible for preparing minutes
of the meetings of the shareholders and of the Board of Directors and for
authenticating records of the Corporation, and he shall perform all of the other
duties usual in the office of the Secretary of a Corporation.
ARTICLE IV
Indemnification of Officers,
Directors and Other Eligible Persons
Section 4.1. General. To the extent not inconsistent with applicable law,
every Eligible Person shall be indemnified by the Corporation against all
Liability and reasonable Expense that may be incurred by him in connection with
or resulting from any Claim:
(a) if such Eligible Person is Wholly Successful with respect to the
Claim, or
(b) if not Wholly Successful, then if such Eligible Person is
determined, as provided in either Section 4.3(a) or 4.3(b) of this Article
IV, to have:
(1) conducted himself in good faith; and
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(2) reasonably believed:
(i) in the case of conduct in his official capacity
with the Corporation, that his conduct was in its best
interest; and
(ii) all other cases, that his conduct was at least not
opposed to its best interest; and
(3) in the case of any criminal proceeding, either.
(i) had reasonable cause to believe his conduct was
lawful; or
(ii) had no reasonable cause to believe his conduct was
unlawful.
The termination of any Claim, by judgment, order, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that an Eligible
Person did not meet the standards of conduct set forth in clause (b) of this
Section 4.1. The actions of an Eligible Person with respect to an employee
benefit plan subject the Employee Retirement Income Security Act of 1974 shall
be deemed to have been taken in what the Eligible Person reasonably believed to
be the best interests of the Corporation or at least not opposed to its best
interests if the Eligible Person reasonable believed he was acting in conformity
with the requirements of such Act or he reasonable believed his actions to be in
the interests of the participants in or beneficiaries of the plan.
Section 4.2. Definitions.
(a) The term "Claim" as used in this Article IV shall include every
pending, threatened, or completed claim, action, suit, or proceeding and
all appeals thereof (whether brought by or in the right of this Corporation
or any other corporation or otherwise), civil, criminal, administrative, or
investigative, formal or informal, in which an Eligible Person may become
involved, as a party or otherwise: (i) by reason of his being or having
been an Eligible Person, or (ii) by reason of any action taken or not taken
by him in his capacity as an Eligible Person, whether or not he continued
in such capacity at the time such Liability or Expense shall have been
incurred.
(b) The term "Eligible Person" as used in this Article IV shall mean
every person (and the estate, heirs and personal representatives of such
person) who is or was a Director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, agent, or fiduciary of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit
plan or other organization or entity, whether for profit or not. An
Eligible Person shall also be considered to have been serving an employee
benefit plan at the request of the Corporation if his duties to the
Corporation also imposed duties on, or otherwise involved services by, him
to the plan or to participants in or beneficiaries of the plan.
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(c) The terms "Liability" and "Expense" as used in this Article IV
shall include, but shall not be limited to, counsel fees and disbursements
and amounts of judgments, fines, or penalties against (including excise
taxes assessed with respect to an employee benefit plan), and amounts paid
in settlement by or on behalf of, and Eligible Person.
(d) The term "Wholly Successful" as used in this Article IV shall mean
(i) termination of any Claim against the Eligible Person in question
without any finding of liability or guilt against him, (ii) approval by a
court, with knowledge of the indemnity herein provided, of a settlement of
any Claim, or (iii) the expiration of a reasonable period of time after
making or threatened making of any Claim without the institution of the
same, without any payment or promise made to induce a settlement.
Section 4.3. Procedure.
(a) Every Eligible Person claiming indemnification hereunder (other
than one who has been Wholly Successful with respect to any Claim) shall be
entitled to indemnification (i) if special independent legal counsel, which
may be regular counsel of the Corporation or other disinterested person or
persons, in either case selected by the Board of Directors, whether or not
a disinterested quorum exists (such counsel or person or persons being
hereinafter called the "Referee"), shall deliver to the Corporation a
written finding that such Eligible Person has met the standards of conduct
set forth in clause (b) of Section 4.1, and (ii) if the Board of Directors,
acting upon such written finding, so determines. The Board of Directors
shall, if an Eligible Person is found to be entitled to indemnification
pursuant to the preceding sentence, also determine the reasonableness of
the Eligible Person's Expenses. The Eligible Person claiming
indemnification shall, if requested, appear before the Referee, answer
questions that the Referee deems relevant, and shall be given ample
opportunity to present to the Referee evidence upon which he relies for
indemnification. The Corporation shall, at the request of the Referee, make
available facts, opinions or other evidence in any way relevant to the
Referee's finding that are within the possession or control of the
Corporation.
(b) If an Eligible Person claiming indemnification pursuant to Section
4.3(a) of this Article IV is found not to be entitled thereto, or if the
Board of Directors fails to select a Referee under Section 4.3(a) within a
reasonable amount of time following a written request of an Eligible Person
for the selection of a Referee, or if the Referee or the Board of Directors
fails to make a determination under Section 4.3(a) within a reasonable
amount of time following the selection of a Referee, the Eligible Person
may apply for indemnification with respect to a Claim to a court of
competent jurisdiction, including a court in which the Claim is pending
against the Eligible Person. On receipt of an application, the Court, after
giving notice to the Corporation and giving the Corporation ample
opportunity to present to the court any information or evidence relating to
the claim for indemnification that the Corporation deems appropriate, may
order indemnification if it determines that the Eligible Person is entitled
to indemnification with respect to the Claim because such Eligible Person
met the standards of conduct set forth in clause (b) of Section 4.1 of this
Article IV. If the court determines that the Eligible Person is entitled to
indemnification, the court shall also determine the reasonableness of the
Eligible Person's Expenses.
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Section 4.4. Nonexclusive Rights. The right of indemnification provided in
this Article IV shall be in addition to any rights to which any Eligible Person
may otherwise be entitled. Irrespective of the provisions of this Article IV,
the Board of Directors may, at any time and from time to time, (a) approve
indemnification of any Eligible Person to the full extent permitted by the
provisions of applicable law at the time in effect, whether on account of past
or future transactions, and (b) authorize the Corporation to purchase and
maintain insurance on behalf of any Eligible Person 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.
Section 4.5. Expenses. Expenses incurred by an Eligible Person with respect
to any Claim may be advanced by the Corporation (by action of the Board of
Directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of any undertaking by or on behalf of the
recipient to repay such amount unless he is determined to be entitled to
indemnification.
Section 4.6. Contract. The provisions of this Article IV shall be deemed to
be a contract between the Corporation and each Eligible Person, and an Eligible
Person's rights hereunder with respect to a Claim shall not be diminished or
otherwise adversely affected by any repeal, amendment, or modification of this
Article IV that occurs subsequent to the date of any action taken or not taken
by reason of which such Eligible Person becomes involved in a Claim.
Notwithstanding anything in this Article IV to the contrary, whenever the
Corporation files a registration statement with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, that includes a promise
or undertaking that in any way limits or conditions the Corporation's
obligations under this Article IV to an Eligible Person with respect to a Claim
arising under that registration statement, then such promise or undertaking
shall be considered to be applicable law in respect of the Corporation's
indemnification obligations hereunder, and the Corporation may comply with those
limits or conditions to the extent required by its promise or undertaking
without thereby being deemed to be in violation of its contract obligations to
any Eligible Person under this Article IV.
Section 4.7. Effective Date. The provisions of this Article IV shall be
applicable to Claims made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
ARTICLE V
Checks
All checks, drafts, or other orders for payment of money shall be signed in
the name of the Corporation by such officers or persons as shall be designated
from time to time by resolution adopted by the Board of Directors and included
in the minute book of the Corporation.
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ARTICLE VI
Loans
Such of the officers of the Corporation as shall be designated from time to
time by any resolution adopted by the Board of Directors and included in the
minute book of the Corporation shall have the power, with such limitations
thereon as may be fixed by the Board of Directors, to borrow money in the
Corporation's behalf, to establish credit, to discount bills and papers, to
pledge collateral, and to execute such notices, bonds, debentures, or other
evidences of indebtedness, and such mortgages, trust indentures, and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.
ARTICLE VII
Execution of Documents
The Chairman of the Board, the President or any officer designated by
either of them, may, in the Corporation's name, sign all deeds, leases,
contracts or similar documents that may be authorized by the Board of Directors
unless otherwise directed by the Board of Directors or otherwise provided herein
or in the Corporation's Restated Articles of Incorporation, or as otherwise
required by law.
ARTICLE VIII
Shares
Section 8.1. Execution. Certificates for capital shares of the Corporation
shall be signed by the President and the Secretary or by two officers designated
from time to time by the Board of Directors and the seal of the Corporation (or
a facsimile thereof), if any, may be thereto affixed. Where any such certificate
is also signed by a transfer agent or a registrar, or both, the signatures of
the officers of the Corporation may be facsimiles. The Corporation may issue and
deliver any such certificate notwithstanding that any such officer who shall
have signed, or whose facsimile signature shall have been imprinted on, such
certificate shall have ceased to be such officer.
Section 8.2. Contents. Each certificate shall state on its face the name of
the Corporation and that it is organized under the laws of the State of Indiana,
the name of the person to whom it is issued, and the number and class and the
designation of the series, if any, of shares the certificate represents, and,
whenever the Corporation is authorized to issue more than one class of shares or
different series within a class, each certificate issued after the effectiveness
of such authorization shall further state conspicuously on its front or back
that the Corporation will furnish the shareholder, upon his written request and
without charge, a summary of the designations, relative rights, preferences and
limitations applicable to each class and series and the authority of the Board
of Directors to determine variations in rights, preferences and limitations for
future series.
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Section 8.3. Transfers. Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder thereof in
person or by duly authorized attorney, on payment of all taxes thereon and
surrender for cancellation of the certificate or certificates for such shares
(except as hereinafter provided in the case of loss, destruction or mutilation
of certificates) properly endorsed by the holder thereof or accompanied by the
proper evidence of succession, assignment or authority to transfer and delivered
to the Secretary or an Assistant Secretary.
Section 8.4. Share Transfer Records. There shall be entered upon the share
records of the Corporation the number of each certificate issued; the name and
address of the registered holder of such certificate; the number, kind and class
or series of shares represented by such certificate; the date of issue; whether
the shares are originally issued or transferred; the registered holder from whom
transferred; and such other information as is commonly required to be shown by
such records. The share records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation shall keep at its principal office a complete and
accurate shareholders' list giving the name and addresses of all shareholders
and the number and class of shares held by each. If a transfer agent is
appointed by the Corporation, shareholders shall give written notice of any
changes in their addresses from time to time to the transfer agent.
Section 8.5. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars and may require
each share certificate to bear the signature of either or both.
Section 8.6. Loss, Destruction or Mutilation of Certificates. The holder of
any of the shares of the Corporation shall immediately notify the Corporation of
any loss, destruction or mutilation of the certificate therefore, and the Board
of Directors may, in its discretion, cause to be issued to him a new certificate
or certificates of shares upon the surrender of the mutilated certificate or, in
the case of loss or destruction, upon satisfactory proof of such loss or
destruction. The Board of Directors may, in its discretion, require the holder
of the lost or destroyed certificate or his legal representative to give the
Corporation a bond in such sum and in such form, and with such surety or
sureties as it may direct, to indemnify the Corporation, its transfer agents and
its registrars, if any, against any claim that may be made against them or any
of them with respect to the shares represented by the certificate or
certificates alleged to have been lost or destroyed, but the Board of Directors
may, in its discretion, refuse to issue a new certificate or certificates, save
upon the order of a court having jurisdiction in such matters.
Section 8.7. Form of Certificates. The form of the certificates for shares
of the Corporation shall conform to the requirements of Section 8.2 of these
Bylaws and be in such printed form as shall from time to time be approved by
resolution of the Board of Directors.
ARTICLE IX
Seal
The corporate seal of the Corporation shall, if the Corporation elects to
have one, be in the form of a disc, with the name of the Corporation on the
periphery thereof and the word "SEAL" in the center.
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ARTICLE X
Miscellaneous
Section 10.1. Corporation Law. The provisions of the Corporation Law, as it
may from time to time be amended, applicable to all matters relevant to, but not
specifically covered by, these Bylaws are hereby, by reference, incorporated in
and made a part of these Bylaws. The term "Corporation Law" as used in these
Bylaws means the Indiana Business Corporation Law, as amended from time to time.
Section 10.2. Fiscal Year. The fiscal year of the Corporation shall end on
the thirty first day of December of each year.
Section 10.3. Control Share Acquisition and Business Combination Chapters.
(a) The provisions of I.C. 23-1-42 of the Corporation Law are
applicable to the Corporation as of and after March 14, 1989. The
provisions of LC. 23-1-43 of the Corporation Law are not applicable to the
Corporation.
(b) In the event (i) that no acquiring person statement complying with
I.C. 23-1-42-6 has been delivered to the Corporation with respect to a
control share acquisition on or before the date of mailing a notice of
redemption of control shares pursuant to Section 10.3(c), or (ii) that
control shares are not accorded full voting rights by the shareholders
pursuant to I.C. 23-1-42-9, the Corporation shall have the power, at its
option, to redeem any or all control shares at the fair value thereof, in
accordance with the time and other requirements specified by I.C.
23-1-42-10 and this Section 10.3. "Fair Value" for purposes of the
preceding sentence shall be deemed to be equal to the fair market value per
share of the class or series of which the control shares are part
immediately prior to the first public announcement of the intent or plan of
the acquiring person to make a control share acquisition ("Announcement
Date"). Such fair market value shall be determined by (i) the highest
reported closing sale price during the thirty-day period immediately
preceding the Announcement Date if such shares are listed on a securities
exchange registered under the Securities Exchange Act of 1934 or if closing
sales prices are reported on the National Market of the National
Association of Securities Dealers, Inc. Automatic Quotation System
("NASDAQ"), or any similar system of automated dissemination of quotations
of securities prices then in common use, or (ii) if such shares are not
listed on any such exchange or such closing sales prices are not reported
on the National Market, the highest closing bid quotation with respect to
such shares during the thirty-day period immediately preceding the
Announcement Date as reported on NASDAQ or any similar system then in use,
or (iii) if no such quotations are available, the fair market value of such
shares immediately prior to the Announcement Date as determined by the
Board of Directors in good faith by such other reasonable method as the
Board of Directors of the Corporation shall, in its discretion, select and
apply.
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(c) In case the Corporation shall desire to exercise its right to
redeem control shares pursuant to Section 10.3(b), notice of such
redemption shall be given to the holders of the control shares to be
redeemed by mailing to such holders, within the time period, if any,
specified by I.C. 23-1-42-10, a notice of such redemption by first class
mail, postage prepaid, not less than thirty (30) days prior to the
redemption date, to their last addresses as they shall appear upon the
stock transfer records of the Corporation. Any notice which is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives the notice, as of the date of
mailing of the notice. In any case, failure to give due notice by mail to
the holder of any control share, or any defect in such notice, shall not
affect the validity of the proceedings for the redemption of any other
control share. Each such notice shall specify the redemption date, the
number of control shares to be redeemed held by such holder, the place of
redemption and the redemptive price at which the control shares are to be
redeemed. Such notice shall further state that payment of the redemption
price will be made upon presentation and surrender of the certificate(s)
representing the control shares (with such instruments of transfer and
other assurances as the Corporation may reasonably request) and that from
and after the redemption date such holder shall have no rights with respect
to such control shares (including no rights to vote or to receive
distributions in respect thereof with respect to matters for which the
record date shall fall on or after the redemption date) except the right to
receive the redemption price (without interest) upon compliance with the
procedures specified by this Section 10.3.
(d) The Board of Directors may by resolution specify such other
procedures as may in its discretion be deemed necessary or advisable for
the purpose of implementing this Section 10.3 and is hereby empowered to
determine, on the basis of the information known to it, all matters with
respect to which a determination is required under I.C. 23-1-42 in
connection with redemption of control shares.
(e) Terms used in this Section 10.3 not otherwise defined shall,
unless the context otherwise requires, have the meanings assigned to them
by I.C. 23-1-42.
Section 10.4. Definition of Articles of Incorporation. The term "Articles
of Incorporation" as used in these Bylaws means the Articles of Incorporation of
the Corporation, as amended and restated from time to time.
Section 10.5. Amendments. These Bylaws may be rescinded, changed or
amended, and provisions hereof may be waived, at any annual, regular or special
meeting of the Board of Directors by the affirmative vote of a majority of the
number of Directors then in office, except as otherwise required by the
Corporation's Articles of Incorporation or by the Corporation Law.
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