EXHIBIT 3.18
BY-LAWS
OF
SC ACQUISITION CORP
ARTICLE I
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Meetings of Shareholders
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Section 1.1. Annual Meetings. Annual meetings of the shareholders of the
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Corporation shall be held on the second Tuesday of May of each year, at such
hour and at such place within or without the State of Indiana as shall be
designated by the Board of Directors. In the absence of designation, the meeting
shall be held at the principal office of the Corporation at 10:00 a.m. (Local
time). The Board of Directors may, by resolution, change the date or time of
such annual meeting. If the day fixed for any annual meeting of shareholders
shall fall on a legal holiday, then such annual meeting shall be held on the
first following day that is not a legal holiday.
Section 1.2. Special Meetings. Special meetings of the shareholders of the
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Corporation may be called at any time by the Board of Directors or the Chairman
of the Board 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 twenty-five percent (25%) of all votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting. If the Secretary receives one (1) 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 Chairman of the Board, 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
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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 ten
(10) nor more than sixty (60) days before the date of the meeting. In the event
of a special meeting of shareholders required to be called as the result of a
demand therefor made by
shareholders, such notice shall be given no later than the sixtieth (60th) 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.
Notice of a meeting of shareholders shall be given to shareholders not
entitled to vote, but only if a purpose for the meeting is to vote on any
amendment to the Corporation's Restated Articles of Incorporation, merger or
share exchange to which the Corporation would be a party, sale of the
Corporation's assets, dissolution of the Corporation, or consideration of voting
rights to be accorded to shares acquired or to be acquired in a "control share
acquisition" (as such term is defined in the Indiana Business Corporation Law).
Except as required by the foregoing sentence or as otherwise required by the
Indiana Business Corporation Law or the Corporation's Restated Articles of
Incorporation, notice of a meeting of shareholders is required to be given only
to shareholders entitled to vote at the meeting.
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 shareholder 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 a 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 Indiana Business
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Corporation Law or the Corporations's Restated Articles of Incorporation, each
share of the capital stock of any class of the Corporation that is outstanding
at the record date established for any annual or special meeting
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of shareholders and is outstanding at the time of and represented in person or
by proxy at the annual or special meeting, shall entitle the record holder
thereof, or his proxy, to one (1) vote on each matter voted on at the meeting.
Section 1.5. Quorum. Unless the Corporation's Restated Articles of
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Incorporation or the Indiana Business 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 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 quorum purposes for the remainder of the meeting and for any
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
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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, except
as the Corporation's Restated Articles of Incorporation or the Indiana Business
Corporation Law require 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
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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
seventy (70) days immediately preceding the meeting. In the absence of such
determination, the record date shall be the fiftieth (50th) 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
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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
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votes and is effective for eleven (11) months unless a shorter or 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 Indiana Business 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.
Section 1.9. Removal of Directors. Unless the Corporation's Restated
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Articles of Incorporation provide otherwise, any one or more of the members of
the Board of Directors may be removed only for good cause (a) at a meeting of
the Board of Directors for which notice of the purpose of the meeting has been
given, by a vote of at least a majority of all persons then serving as
Directors, or (b) at a meeting of the shareholders called expressly for that
purpose, by the affirmative vote of the holders of outstanding shares
representing at least sixty-six and two-thirds percent (66-2/3%) of all the
votes then entitled to be cast at an election of Directors.
Section 1.10. Participation by Conference Telephone. The Chairman of the
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Board or the Board of Directors may permit any or all shareholders to
participate in an annual or special meeting of shareholders by, or through the
use of, any means of communication, such as conference telephone, by which all
shareholders participating may simultaneously hear each other during the
meeting. A shareholder participating in a meeting by such means shall be deemed
to be present in person at the meeting.
ARTICLE II
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Directors
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Section 2.1. Number and Terms. The business and affairs of the Corporation
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shall be managed under the direction of a Board of Directors consisting of nine
(9) Directors, or such other number as may be fixed by the Board of Directors
from time to time, but which shall in no event be greater than twelve (12). Each
Director shall be elected for a term of office to expire at the annual meeting
of shareholders next following his election.
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,
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resignation, disqualification or removal, or until there is a decrease in the
number of Directors. Any vacancy occurring in the Board of Directors, from
whatever cause arising, shall be filled by selection of a successor by a
majority vote of the remaining members of the Board of Directors (although less
than a quorum); provided, however, that if such vacancy or vacancies leave the
Board of Directors with no members or if the remaining members of the Board are
unable to agree upon a successor or determine not to select a successor, such
vacancy may be filled by a vote of the shareholders at a special meeting called
for that purpose or at the next annual meeting of shareholders. The term of a
Director elected or selected to fill a vacancy shall expire at the end of the
term for which such Director's predecessor was elected.
The Directors and each of them shall have no authority to bind the
Corporation except when acting as a Board.
Section 2.2. Quorum and Vote Required to Take Action. A majority of the
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whole Board 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 Indiana Business Corporation Law, the
Corporation's Restated Articles of Incorporation or these By-Laws.
Section 2.3. Annual and Regular Meetings. The Board of Directors shall meet
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annually, without notice, immediately following the annual meeting of the
shareholders, for the purposes 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
and specified in a notice of each such regular meeting, 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
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may be called by any member of the Board of Directors upon not less than twenty-
four (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, unless the purpose of the meeting is to consider the removal of
one or more Directors pursuant to Section 1.9 of these By-Laws. Such notice may
be communicated in person (either in writing or orally), by
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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 (5) 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 or 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
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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
(1) 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 specified a
different prior or subsequent effective date, in which cases the action is
effective on or as of the specified date. A consent signed under this Section
2.5 shall have the same effect as a unanimous vote of all members of the Board
and may be described as such in any document.
Section 2.6. Participation by Conference Telephone. The Board of
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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 (1) or
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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
(1) or more members, and all the members of a committee shall serve at the
pleasure of the Board of Directors.
(b) To the extent specified by the Board of Directors in the resolution
creating a committee, each committee may exercise all of the authority of the
Board of Directors; provided, however, that a committee may not:
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(1) authorize dividends or other distributions, except a committee (or an
executive officer of the Corporation designated by the Board of
Directors) may authorize or approve a reacquisition of shares or
other distribution if done according to a formula or method, or
within a range, 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 Restated Articles of Incorporation under IC
23-1-38-2;
(5) adopt, amend, repeal, or waive provisions of these By-Laws;
(6) approve a plan of merger not requiring shareholder approval; or
(7) authorize or approve the issuance or sale or a contract for sale of
shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, except the Board of
Directors may authorize a committee (or an executive officer of the
Corporation designated by the Board of Directors) to take action
described in this subdivision within limits prescribed by the Board
of Directors.
(c) Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.1 through 2.6 of these By-Laws, 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 each committee and its members as well.
ARTICLE III
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Officers
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Section 3.1. Designation, Selection and Terms. The officers of the
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Corporation shall consist of the Chairman of the Board, the President, the
Executive Vice President, the Treasurer, the Secretary and the Controller. The
Board of Directors may also elect other Vice Presidents, Assistant Secretaries,
Assistant Treasurers, Assistant Controllers, and
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such other officers or assistant officers as may be described in these By-Laws
from time to time or as the Board of Directors may from time to time determine
by resolution creating the office and defining the duties thereof. In addition,
the Chairman of the Board may, by a certificate of appointment creating the
office and defining the duties thereof delivered to the Secretary for inclusion
with the corporate records, from time to time create and appoint such assistant
officers as he deems desirable. The officers of the Corporation shall be elected
by the Board of Directors (or appointed by the Chairman of the Board as provided
above) and need not be selected from among the members of the Board of
Directors, except for the Chairman of the Board and the President who shall be
members of the Board of Directors. Any two (2) or more offices may be held by
the same person. All officers shall serve at the pleasure of the Board of
Directors and, with respect to officers appointed by the Chairman of the Board,
also at the pleasure of the Chairman of the Board. The election or appointment
of an officer does not itself create contract rights.
Section 3.2. Removal. The Board of Directors may remove any officer at any
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time with or without cause. An officer appointed by the Chairman of the Board
may also be removed at any time, with or without cause, by the Chairman of the
Board. Vacancies in such offices, however occurring, may be filled by the Board
of Directors at any meeting of the Board of Directors (or by appointment by the
Chairman of the Board, to the extent provided in Section 3.1 of these By-Laws).
Section 3.3. Chairman of the Board. The Chairman of the Board shall be the
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chief executive and principal policy-making officer of the Corporation. Subject
to the authority of the Board of Directors, he shall formulate the major
policies to be pursued in the administration of the Corporation's affairs. He
shall study and make reports and recommendations to the Board of Directors with
respect to major problems and activities of the Corporation and shall see that
the established policies are placed into effect and carried out under the
direction of the President. The Chairman of the Board shall, if present, preside
at all meetings of the shareholders and of the Board of Directors.
Section 3.4. President. Subject to the provisions of Section 3.3, the
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President shall be the chief operating officer of the Corporation, shall
exercise the powers and perform the duties which ordinarily appertain to that
office and shall manage and operate the businesses and affairs of the
Corporation in conformity with the policies established by the Board of
Directors and by the Chairman of the Board, or as may be provided for in these
By-Laws. In connection
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with the performance of his duties, he shall keep the Chairman of the Board
fully informed as to all phases of the Corporation's activities. In the absence
of the Chairman of the Board, the President shall preside at meetings of the
shareholders and of the Board of Directors.
Section 3.5. Treasurer. The Treasurer shall perform all of the duties
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customary to that office, including the duty of supervising the keeping of the
records of the receipts and disbursements of the Corporation. He shall submit to
the Board of Directors at such times as the Board may require full statements
showing in detail the financial condition and affairs of the Corporation. He
shall also be responsible for causing the Corporation to furnish financial
statements to its shareholders pursuant to IC 23-1-53-1.
Section 3.6. Secretary. The Secretary shall be the custodian of the books,
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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 IC 23-1-52-1 (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by IC 23-1-53-3. 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 Secretary of a corporation.
Section 3.7. Salary. The Board of Directors may, at its discretion, from
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time to time, fix the salary of any officer by resolution included in the minute
book of the Corporation.
ARTICLE IV
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Checks
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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; and in the absence of such designation,
such checks, drafts or other orders for payment shall be signed by the Chairman
of the Board, the President or the Treasurer.
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ARTICLE V
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Loans
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Such of the officers of the Corporation 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 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 notes, 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 the Board of Directors.
ARTICLE VI
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Execution of Documents
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The Chairman of the Board or the President 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 VII
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Stock
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Section 7.1. Execution. Certificates for shares of the capital stock of the
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Corporation shall be signed by the Chairman of the Board or the President and by
the Treasurer or the Secretary 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 certificates 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.
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Section 7.2. Contents. Each certificate shall state on its face the name of
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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 of shares
and the designation of the series, if any, the certificate represents, and shall
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 the variations in rights, preferences and limitations determined for
each series (and the authority of the Board of Directors to determine variations
for future series).
Section 7.3. Transfers. Except as otherwise provided by law or by
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resolution of the Board of Directors, transfers of shares of the capital stock
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 7.4. Stock Transfer Records. There shall be entered upon the stock
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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
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 stock 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 names 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 7.5. Transfer Agents and Registrars. The Board of Directors may
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appoint one or more transfer agents and one or more registrars and may require
each stock certificate to bear the signature of either or both.
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Section 7.6. Loss, Destruction or Mutilation of Certificates. The holder of
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any of the capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate therefor,
and the Board of Directors may, in its discretion, cause to be issued to him a
new certificate or certificates of stock, 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 registrars, if any, against any claim that may be made against them or any
of them with respect to the capital stock 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 7.7. Form of Certificates. The form of the certificates for shares
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of the capital stock of the Corporation shall conform to the requirements of
Section 7.2 of these By-Laws and be in such printed form as shall from time to
time be approved by resolution of the Board of Directors.
ARTICLE VIII
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Seal
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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 and
"INDIANA" on the periphery thereof and the word "SEAL" in the center.
ARTICLE IX
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Miscellaneous
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Section 9.1. Indiana Business Corporation Law. The provisions of the
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Indiana Business Corporation Law, as amended, applicable to all matters relevant
to, but not specifically covered by, these By-Laws are hereby, by reference,
incorporated in and made a part of these By-Laws.
Section 9.2. Fiscal Year. The fiscal year of the Corporation shall end on
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the 31st of December of each year.
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