AMENDED AND RESTATED
BYLAWS
OF
ZEIGLER PROPERTY DEVELOPMENT COMPANY
I certify that the following Amended and Restated Bylaws, consisting of
four pages, each of which I have initialed for identification, are the Bylaws
adopted by the sole Director of ZEIGLER PROPERTY DEVELOPMENT COMPANY (the
"Corporation") by a Written Action by Sole Director in Lieu of Meeting, dated
__________________, 1998.
/s/ JOHN LYNCH
__________________________________________
John Lynch, Secretary
AMENDED AND RESTATED BYLAWS
OF
ZEIGLER PROPERTY DEVELOPMENT COMPANY
SECTION 1
Meetings of Shareholders
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1.1 The annual meeting of the shareholders of the Corporation shall be
held at the time and date to be set by the Board of Directors of the
Corporation.
1.2 The annual meeting of the shareholders shall be held at a place
designated by the Board of Directors or, if the Board of Directors does not
designate a place, then at a place designated by the Secretary or, if the
Secretary does not designate a place, at the Corporation's principal business
office.
1.3 Special meetings of the shareholders shall be held at a place
designated by the Board of Directors if the special meeting is called by the
Board of Directors. If the special meeting is not called by the Board of
Directors, the meeting shall be held at the Corporation's principal business
office.
SECTION 2
Board of Directors
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2.1 The exact number of directors may be fixed, increased or decreased
from time to time by a resolution adopted by the vote of the shareholders who
(I) are present in person or by proxy at a meeting held to elect directors and
(ii) have a majority of the voting power of the shares represented at such
meeting and entitled to vote in the election.
2.2 Meetings of the Board of Directors may be called by the President or
by any director.
2.3 Unless waived as permitted by the Delaware General Corporation Law,
notice of the time, place and purpose of each meeting of the directors shall be
either (I) telephoned or personally delivered to each director at least
forty-eight hours before the time of the meeting or (ii) mailed to each director
at his last known address at least ninety-six hours before the time of the
meeting.
SECTION 3
Officers
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3.1 The Corporation shall have a President, a Vice President, a
Secretary and a Treasurer, all of whom shall be elected by the Board of
Directors. The Corporation may also have such assistant officers as the Board of
Directors may deem necessary, all of whom shall be elected by the Board of
Directors or chosen by an officer or officers designated by it.
3.2 The President shall
(a) Have general charge and authority over the business of the
Corporation subject to the direction of the Board of Directors,
(b) Have authority to preside at all meetings of the shareholders
and of the Board of Directors,
(C) Have authority acting alone, except as otherwise directed by
the Board of Directors, to sign and deliver any document on behalf of the
Corporation, and
(d) Have such other powers and duties as the Board of Directors
may assign to him.
3.3 The Secretary shall
(a) Issue notices of all meetings for which notice is required to
be given,
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(b) Keep the minutes of all meetings and have charge of the
corporate record books, and
(c) Have such other duties and powers as the Board of Directors
or the President may assign to him.
3.4 The Treasurer shall
(a) Have the custody of all funds and securities of the
Corporation,
(b) Keep adequate and correct accounts of the Corporation's
affairs and transactions, and
(c) Have such other duties and powers as the Board of Directors
or the President may assign to him.
3.5 Other officers and agents of the Corporation shall have such
authority and perform such duties in the management of the Corporation as the
Board of Directors or the President may assign to them.
SECTION 4
Certificates and Transfer
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4.1 Shares of the Corporation shall be represented by certificates in
such form as shall from time to time be prescribed by the President.
4.2 Transfer of shares shall be made only on the stock transfer books of
the Corporation.
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SECTION 5
Amendments
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These bylaws may be altered, amended, repealed or restated by a majority of
the directors of the Corporation.
Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
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