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Exhibit 3.29
CODE OF BY-LAWS
OF
UNIPLAST MIDWEST, INC.
ARTICLE I
IDENTIFICATION
SECTION 1.01. NAME. The name of the corporation is UNIPLAST MIDWEST,
INC., (hereinafter referred to as the "Corporation").
SECTION 1.02. PLACE OF KEEPING CORPORATE BOOKS AND RECORDS. The records
and documents specified in Section 7.01 of these bylaws shall be kept at the
principal office of the Corporation or such locations as determined by the board
of directors. For purposes of these bylaws, the principal office of the
Corporation shall be 225 Hughes Road, Orillia, Ontario, which is the location of
the Corporation's principal executive offices.
SECTION 1.03. CALENDAR YEAR. The Corporation shall operate on a
calendar year basis.
SECTION 1.04. SEAL. The Corporation may have a corporate seal which
shall be as follows: A circular disc, on the outer margin of which shall appear
the corporate name and State of Incorporation, with the words "Corporate Seal"
through the center, so mounted that it may be used to impress these words in
raised letters upon paper. The Secretary shall be in the possession of the
corporate seal.
ARTICLE II
CAPITAL STOCK
SECTION 2.01. AMOUNT AND CLASS OF AUTHORIZED SHARES. The authorized
shares of the Corporation shall be ten thousand (10,000) shares and all shares
shall be of one class.
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SECTION 2.02. ISSUANCE OF SHARES. The board of directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contract for services to be performed, or other securities
of the Corporation. If shares are authorized to be issued for promissory notes
or for promises to render services in the future, the Corporation must comply
with the notice requirements of Ind. Code Section 23-1-53-2(b).
SECTION 2.03. CERTIFICATE FOR SHARES. Certificates for shares of the
Corporation shall be issued to a subscriber by the secretary of the Corporation
when proper consideration has been paid therefor. Each certificate shall be in
such form as required by Ind. Code Section 23-1-26-6, and as the board of
directors may prescribe from time to time.
SECTION 2.04. TRANSFER OF CERTIFICATES. The shares of the Corporation
shall be transferable only on the books of the Corporation upon receipt of
notarized certification by the Shareholder and the transferee, or their
authorized attorneys or agents, of the number of shares being transferred.
SECTION 2.05. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation
may issue a new certificate for shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed, but the
board of directors may require the registered holder of the shares represented
by such lost, stolen or destroyed certificate, or the holder's legal
representative, to furnish an affidavit as to such loss, theft or destruction
and to give a bond in such form and substance, and with such surety or sureties,
with fixed or open penalty, as it may direct to indemnify the Corporation
against any claim that may be made on account of the
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alleged loss, theft or destruction of such certificate. A new certificate may be
issued without requiring any bond when, in the judgment of the board of
directors, it is not imprudent to do so.
ARTICLE III
MEETINGS OF SHAREHOLDERS
SECTION 3.01. PLACE OF MEETINGS. All meetings of shareholders of the
Corporation shall be held at the principal office of the Corporation or at such
other place, within or without the State of Indiana, as may be specified in the
respective notices or waivers of notice thereof.
SECTION 3.02, ANNUAL MEETING. The annual meeting of the shareholders
for the election of directors, and for the transaction of such other business as
may properly come before the meeting shall be held at a time as determined by
the board of directors.
SECTION 3.03. SPECIAL MEETINGS. The Corporation must hold a special
meeting of shareholders on call of its president, its board of directors, or if
the holders of at least thirty-three and one-third percent (33-1/3%) of all
votes entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the secretary one or more written
demands for the special meeting describing the purpose or purposes for which it
is to be held. Only business within the purpose or purposes described in the
meeting notice shall be conducted at a special shareholders' meeting.
SECTION 3.04. RECORD DATE. Unless otherwise determined by resolution of
the board of directors, the record date for purposes of determining the identity
of shareholders shall be determined as follows:
(a) for shareholders entitled to demand a special shareholder
meeting, the provisions of Ind. Code Section 23-1-29-2(b)
shall apply;
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(b) for shareholders entitled to take action without a meeting,
the provisions of Ind. Code Section 23-1-29-4(b) shall apply;
(c) for shareholders entitled to receive notice of and vote at
shareholder meetings, the provisions of Ind. Code Section
23-1-29-5(d) shall apply; and
(d) for shareholders entitled to receive distributions from the
Corporation, the provisions of Ind. Code Section 23-1-28-2
shall apply.
A record date determined by resolution of the board of directors may not be more
than seventy (70) days before the meeting or action requiring a determination of
shareholders.
SECTION 3.05. NOTICE OF MEETING. A written or printed notice, stating
the date, time and place of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Corporation to each holder of the shares of the Corporation at the
time entitled to vote at the meeting, at such address as appears upon the
records of the Corporation, no fewer than ten (10) days and no more than sixty
(60) days before the meeting date. However, notice of a meeting at which any of
the following corporate actions is to be considered shall be delivered or mailed
to all shareholders of record, whether or not entitled to vote at the meeting,
no fewer than ten (10) days and no more than sixty (60) days before the meeting:
(a) an amendment or amendments to the articles of incorporation
requiring shareholder approval;
(b) an agreement of merger or share exchange requiring shareholder
approval;
(c) the sale, lease, exchange, or other disposition of all, or
substantially all, of the Corporation's property other than in
the usual and ordinary course of business; or
(d) a proposal for voluntary dissolution requiring shareholder
approval.
SECTION 3.06. WAIVER OF NOTICE. Notice of any meeting of the
shareholders may be waived in writing by a shareholder, before or after the date
and time stated in the notice, and
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such waiver shall be delivered to the Corporation for inclusion in the minutes
or filing with the corporate records. Attendance at any meeting, in person or by
proxy: (a) waives objection to lack of notice or defective notice of the meeting
unless the shareholder 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
objects to consideration of the matter when it is presented.
SECTION 3.07. PARTICIPATION IN MEETINGS BY ELECTRONIC COMMUNICATIONS.
Any or all shareholders may participate in an annual or special meeting of the
shareholders by, or through the use of, any means of communication by which all
shareholders participating may simultaneously hear each other during the
meeting. Participation by any such shareholder by this means shall be deemed to
constitute presence in person at such meeting.
SECTION 3.08. VOTING AT MEETINGS.
(a) Voting Rights. Except as may be otherwise provided by law or the
articles of incorporation, every shareholder shall have the right at all
meetings of the shareholders to one vote for each share standing in the
shareholder's name on the books of the Corporation on the record date for such
meetings.
(b) Proxies. A shareholder entitled to vote at any meeting of the
shareholders may vote either in person or by proxy executed in writing by the
shareholder or a duly authorized attorney-in-fact of such shareholder. For
purposes of this section, a proxy granted by telegram, telex, telecopy or other
document transmitted electronically for or by a shareholder shall be deemed
"executed in writing by the shareholder." The general proxy of a fiduciary shall
be given the
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same effect as the general proxy of any other shareholder. No proxy shall be
valid eleven months after the date of its execution unless a longer time is
expressly provided therein.
(c) Quorum and Voting Requirements. Except as may otherwise be provided
by law, at any meeting of shareholders, the quorum shall consist of a majority
of the shareholders. Shareholders may be represented thereat in person or by
proxy, and a quorum shall be required before any action of the shareholders may
be taken. At any meeting of the shareholders at which a quorum exists, the
affirmative vote of a majority of the shareholders shall be necessary to adopt
or approve any action of the shareholders. In case a quorum shall not be present
at any meeting, the holders of record of a majority of such shares so present in
person or by proxy may adjourn the meeting from time to time, without notice,
other than announcement at the meeting, until a quorum shall be 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.
At any such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally scheduled.
(d) Voting Lists. For each meeting of the shareholders, the secretary
of the Corporation shall make a complete list of the shareholders entitled by
law or by the articles of incorporation to notice thereof, arranged in
alphabetical order, with the address and number of shares held by each such
shareholder. Such list shall be on file at the principal office of the
Corporation or at a place identified in the meeting notice in the city where the
meeting will be held, and subject to inspection at any time during regular
business hours for a period of five (5) business days before the date of the
meeting for which the list was prepared and continuing through the meeting. A
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shareholder entitled to vote at the meeting, or the shareholders' agent or
attorney authorized in writing, is entitled on written demand to inspect and to
copy the list at the shareholder's expense during the regular business hours
during the period it is available for inspection only if: the shareholder's
demand is made in good faith and for a proper purpose; the shareholder describes
with reasonable particularity the shareholder's purpose; and the list is
directly connected with the shareholder's purpose. The original stock register
or transfer book, or a duplicate thereof kept in the State of Indiana, shall be
the only evidence as to the shareholders entitled to examine such list, stock
ledger or transfer book, or to vote at any meeting of the shareholders.
(e) Voting of Shares Owned by Other Corporations. Subject to any
specific restrictions imposed by law, including without limitation, Ind. Code
Section 23-1-30-2, shares of the Corporation standing in the name of another
corporation may be voted by such officer, agent or proxy as the board of
directors of such other corporation may appoint, or as the bylaws of such other
corporation may prescribe.
SECTION 3.09. ACTION WITHOUT A MEETING. Any action which may be taken
at a shareholder meeting may be taken without a meeting if evidenced by one or
more written consents describing the action taken, signed by all shareholders
entitled to vote on the action, and delivered to the Corporation for inclusion
in the minutes or filing with the corporate records. Action taken by written
consent is effective when the last shareholder signs the consent unless the
consent specifies a different prior or subsequent effective date. If notice of
the proposed action must be given to the nonvoting shareholders by law, notice
shall be given as provided in Ind. Code Section 23-1-29-4.
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ARTICLE IV
THE BOARD OF DIRECTORS
SECTION 4.01. NUMBER. The initial board of directors shall consist of
one (1) member. A variable range board consisting of a minimum of one (1)
director and a maximum of eight (8) directors is hereby established. The number
of directors may be changed from the initial number of directors to a number
within the range herein established by resolution of the board of directors. In
the absence of a resolution of the board of directors fixing the number of
directors, the number shall be the number herein specified for the initial board
of directors.
SECTION 4.02. MANAGEMENT. Except as otherwise provided in the articles
of incorporation, the business, property and affairs of the Corporation shall be
managed by the board of directors.
SECTION 4.03. ANNUAL MEETING. Unless otherwise determined by the
president or the board of directors, the board of directors shall meet each year
immediately after the annual meeting of the shareholders, at the place where
such meeting of the shareholders has been held, for the purpose of election of
officers and consideration of any other business that may be brought before the
meeting. No notice shall be necessary for the holding of this annual meeting. If
such meeting is not held as above provided, the election of officers may be held
at any subsequent meeting of the board of directors specifically called in the
manner provided in Section 4.04 of this Article.
SECTION 4.04. OTHER MEETINGS. Regular meetings of the board of
directors may be held, without notice, at such time as may from time to time be
fixed by resolution of the board of directors. Special meetings of the board of
directors may be called at any time by the president, and shall be called on the
written request of any member of the board of directors. Notice of the
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date, time and place of such special meeting shall be sent by the secretary to
each director at his or her residence or usual place of business by letter,
telegram, telex, telecopy or other document transmitted electronically at such
time that, in regular course, such notice would reach such place not later than
during the second day immediately preceding the day for such meeting; or may be
delivered to a director personally at any time during such second preceding day.
Such meetings may be held at any place within or without the State of Indiana,
as may be specified in the respective notices, or waivers of notice, thereof.
SECTION 4.05. WAIVER OF NOTICE. A director may waive notice required
hereunder or under law either before or after the date and time stated in the
notice. Except as hereinafter provided, the waiver must be in writing, signed by
the director and filed with the minutes or corporate records. For purposes of
this section, a waiver granted by telegram, telex, telecopy or other document
transmitted electronically by a director shall be deemed signed by the director.
A director's attendance at or participation in a meeting waives any required
notice 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 the action taken at
the meeting.
SECTION 4.06. PARTICIPATION IN MEETINGS BY ELECTRONIC COMMUNICATIONS.
Any or all directors may participate in a meeting of the board or a committee of
the board by any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.
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SECTION 4.07. ACTION WITHOUT A MEETING. Any action which may be taken
at a board of directors' meeting may be taken without a meeting if 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. For purposes of this section, a waiver granted by
telegram, telex, telecopy or other document transmitted electronically by a
director shall be deemed signed by a director. Action taken by written consent
is effective when the last director signs the consent unless the consent
specifies a different prior or subsequent effective date.
SECTION 4.08. QUORUM AND VOTING REQUIREMENTS. A quorum of the board of
directors for the transaction of all business shall consist of a majority of the
directors of the Corporation. A vacancy on the board of directors may be filled
by the affirmative vote of a majority of all the directors remaining in office.
In the event of a vacancy on the board of directors at a time when the board of
directors consists of one person, then the vacancy may be filled by the
affirmative vote of a majority of the shareholders at a meeting thereof held in
accordance with these By-Laws.
If a quorum of the board of directors is present when a vote is taken,
the affirmative vote of a majority of the directors present is the act of the
board of directors. A director who is present at a meeting when corporate action
is taken is deemed to have assented to the action taken unless (i) the director
objects at the beginning of the meeting (or promptly upon the director's
arrival) to holding it or transacting business at the meeting; (ii) the
director's dissent or abstention from the action taken is entered in the minutes
of the meeting, or; (iii) the director delivers written notice of the director's
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the secretary of the Corporation immediately after adjournment
of the
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meeting. The right of dissent or abstention is not available to a director who
votes in favor of the action taken.
SECTION 4.09. ELECTION, TERM OF OFFICE AND QUALIFICATION. Directors
shall be elected at each annual meeting of the shareholders by the shareholders
entitled by the articles of incorporation to vote. Directors shall be elected
for a term of one year and shall hold office until their respective successors
are elected and qualified. Directors need not be shareholders of the
Corporation. No decrease in the number of directors provided for by the bylaws
at any time shall have the effect of shortening the term of any incumbent
director.
SECTION 4.10. CHAIRMAN OF THE BOARD. At its annual meeting a majority
of the directors shall elect a chairman. The chairman shall preside over all
meetings of the shareholders and of the board of directors and shall perform
such other duties as prescribed by the board of directors.
SECTION 4.11. REMOVAL. Any director may be removed, either with or
without cause, as provided by law, at the annual meeting of the shareholders, if
the annual meeting notice states that one of the purposes of the meeting is
removal of the director, or at any special meeting of the shareholders, or at
any meeting of the board of directors.
SECTION 4.12. RESIGNATION. A director may resign by delivering written
notice to the board of directors, its chairman, the president or secretary of
the corporation. A resignation is effective when delivered unless the notice
specifies a later effective date.
SECTION 4.13. VACANCIES. Any vacancy occurring on the board of
directors caused by removal, resignation, death or other incapacity, or increase
in the number of directors, may be filled by the board of directors, or if the
directors remaining in office constitute fewer than a quorum of the board, they
may fill the vacancy by the affirmative vote of a majority of all the
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directors remaining in office. The new director shall serve until the expiration
of the term for which the director's predecessor was elected. Shareholders shall
be notified of any increase in the number of directors and of the name, address,
and principal occupation of any director elected by the board of directors to
fill any vacancy, whether caused by an increase or otherwise, in the next
mailing sent to the shareholders following any such increase or election. If the
vote of the remaining members of the board of directors shall result in a tie,
such vacancy shall be filled by vote of the shareholders at a special meeting
called for such purpose. In the event of any vacancy occurring on the board of
directors caused by removal, resignation, death or incapacity, at such time as
the board of directors consists of only one person, then the vacancy may be
filled by the affirmative vote of a majority of the shareholders at a special
meeting thereof held in accordance with these By-Laws.
SECTION 4.14. COMPENSATION OF DIRECTORS. The board of directors is
empowered and authorized to fix and determine the compensation of the directors.
Until such time as the board of directors shall choose to act in this matter,
members of the board of directors shall receive no compensation for acting in
such capacity.
ARTICLE V
EXECUTIVE COMMITTEE
SECTION 5.01. DESIGNATION OF EXECUTIVE COMMITTEE. The board of
directors may, by resolution adopted by all the directors in office at the time,
from time to time, designate one or more of its members to constitute an
executive committee. The board of directors shall have the power at any time to
increase or decrease the number of members of the executive committee, to
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fill vacancies thereon, to change any member thereof, and to change the
functions or terminate the existence thereof.
SECTION 5.02. POWERS OF THE EXECUTIVE COMMITTEE. During the intervals
between meetings of the board of directors, and subject to such limitations as
may be required by law or by resolution of the board of directors, an executive
committee shall have and may exercise all of the authority of the board of
directors, except that an executive committee shall not have authority to (i)
authorize distributions, except a committee (or an executive officer of the
Corporation designated by the board of directors) may authorize or approve
reacquisition of shares or other distribution if done according to a formula or
method or within a range, prescribed by the board of directors; (ii) approve or
propose to shareholders action that is required by law to be approved by
shareholders; (iii) fill vacancies on the board of directors or on any of its
committees; (iv) amend the articles of incorporation; (v) adopt, amend or repeal
bylaws; (vi) approve a plan of merger not requiring shareholder approval; and
(vii) 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 such action within limits prescribed by the
board of directors.
SECTION 5.03. MEETINGS; PROCEDURE; QUORUM. Regular meetings of an
executive committee may be held, without notice, at such time and place as may
from time to time, be fixed by resolution of the executive committee. Special
meetings of an executive committee may be called at any time by any member of
the executive committee. Notice of such special meeting shall be sent to each
member of the executive committee at the member's residence or usual
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place of business by letter, telegram, telex, telecopy or other document
transmitted electronically at such time that, in regular course, such notice
would reach such place not later than during the day immediately preceding the
day for such meeting; or may be delivered to a member personally at any time
during such immediately preceding day. Notice of any such meeting need not be
given to a member of an executive committee who has waived such notice, either
in writing or by telegram, telex, telecopy or other document transmitted
electronically arriving either before or after such meeting, or who shall be
present at the meeting. Any meeting of an executive committee shall be a legal
meeting, without notice thereof having been given, if all the members of the
executive committee who have not waived notice thereof in writing or by
telegram, telex, telecopy, or other document transmitted electronically shall be
present in person. A majority of the members of an executive committee, from
time to time, shall be necessary to constitute a quorum for the transaction of
any business, and the act of a majority of the members at a meeting at which a
quorum is present shall be the act of the executive committee. The members of an
executive committee shall act only as a committee, and the individual members
shall have no power as such. All minutes of meetings of an executive committee
shall be submitted at the next succeeding meeting of the board of directors for
approval; but failure to submit the same or to receive the approval thereof
shall not invalidate any completed or incomplete action taken by the Corporation
upon authorization by an executive committee prior to the time at which the same
shall have been, or were, submitted as above provided.
SECTION 5.04. OTHER COMMITTEES. The board of directors by resolution
adopted by majority vote of all the directors may appoint one or more other
committees from among its members as the board of directors determines to be
necessary, which committees shall have such
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powers and duties as prescribed by the board of directors from time to time.
Sections 5.01 through 5.03 of these bylaws governing meetings, notice, and
quorum and voting requirements of an executive committee, apply to any other
committees created by the board of directors.
ARTICLE VI
OFFICERS OF THE CORPORATION
SECTION 6.01. ELECTION. At its annual meeting the board of directors
shall elect a president, and a secretary/treasurer, and such assistants and
other officers as it may decide upon, for a term of one year. Any two or more
offices may be held by the same person. If the annual meeting of the board of
directors is not held at the time designated in these bylaws, such failure shall
not cause any defect in the corporate existence of the Corporation, but the
officers for the time being shall hold over until their successors are chosen
and qualified, unless sooner removed as provided for by applicable law.
SECTION 6.02. VACANCIES. Whenever any vacancies occur in any office by
death, resignation, increase in the number of officers of the Corporation, or
otherwise, such vacancy shall be filled by the board of directors, or by the
officer who had originally appointed the predecessor officer, and the officer so
elected shall hold office until his successor is chosen and qualified, unless
sooner removed as provided for by applicable law.
SECTION 6.03. REMOVAL. Any officer of the Corporation may be removed,
either with or without cause, at any time by the board of directors, or if the
officer to be removed was appointed by another officer, then the appointing
officer may so remove the appointed officer.
SECTION 6.04. THE PRESIDENT. The president, in the absence of the
chairman of the board of directors, shall preside at all meetings of the
shareholders and of the board of directors, and,
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subject to the approval of the board of directors, shall direct the policies and
management of the Corporation. The president shall discharge all the duties
inherent to a presiding officer and perform such other duties as from time to
time may be assigned by the board of directors or as prescribed by law or these
bylaws. The president may be the chief executive officer of the Corporation.
SECTION 6.05. VICE PRESIDENT. The Vice President or Vice Presidents,
should the Board decide to elect one or more such officers, shall perform such
duties as these bylaws may require or the board of directors may prescribe.
SECTION 6.06. SECRETARY. The Secretary shall attend all meetings of the
shareholders and of the board of directors, and shall keep, or cause to be kept
a true and complete record of the proceedings of such meetings, and shall
perform a like duty for all standing committees appointed by the board of
directors, when required. The secretary shall attend to the giving and serving
of all notices of the Corporation, shall authenticate the records of the
Corporation, shall, unless the board of directors provides otherwise, maintain
the records required under Section 7.01 of these bylaws and shall perform such
other duties as these bylaws may require or the board of directors may
prescribe.
SECTION 6.07. TREASURER. The Treasurer shall maintain a correct and
complete record of accounts showing accurately at all times the financial
condition of the Corporation. The treasurer shall be the legal custodian of all
monies, notes, securities arid other valuables which may, from time to time,
come into the possession of the Corporation. The treasurer shall immediately
deposit all funds of the Corporation in a bank or other depository to be
designated by the board of directors and shall keep such bank account in the
name of the Corporation. In the event no
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vice-presidents have been elected by the board of directors, the treasurer shall
perform all duties incumbent upon the president during the absence or disability
of the president.
SECTION 6.08. ASSISTANT OFFICERS. Assistants to any duly elected or
appointed officer of the corporation may be appointed by the board of directors.
Such assistant officers shall have such powers and duties as prescribed by the
board of directors. An assistant secretary may, in the event of the absence or
disability of the secretary, attest to the execution by the Corporation of all
documents.
SECTION 6.09. Delegation of Authority. In case of the absence of any
officer of the Corporation, or for any other reason that the board of directors
may deem sufficient, the board of directors may delegate the powers or duties of
such officer to any other officer or to any director, for the time being,
provided a majority of the entire board of directors concurs therein.
ARTICLE VII
RECORDS AND EXECUTION OF DOCUMENTS
SECTION 7.01. REQUIRED RECORDS.
(a) The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and board of directors, a record of all actions
taken by the shareholders or board of directors without a meeting, and a record
of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the Corporation.
(b) The Corporation shall maintain appropriate accounting records.
(c) The Corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each.
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(d) The Corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.
(e) The Corporation shall keep a copy of the following records at its
principal office or at such locations as determined by the board of directors:
(1) Its articles or restated articles of incorporation and all
amendments to them currently in effect.
(2) Its bylaws or restated bylaws and all amendments to them
currently in effect.
(3) Resolutions adopted by its board of directors with respect
to one (1) or more classes or series of shares and fixing
their relative rights, preferences, and limitations, if shares
issued pursuant to those resolutions are outstanding.
(4) The minutes of all shareholders' meetings, and records of
all action taken by shareholders without a meeting, for the
past three (3) years.
(5) All written communications to shareholders generally
within the past three (3) years, including the financial
statements furnished for the past three (3) years under Ind.
Code Section 23-1-53-1.
(6) A list of the names and business addresses of its current
directors and officers.
(7) Its most recent annual report delivered to the secretary
of state under Ind. Code Section 23-1-53-3.
(1) A shareholder shall be entitled to inspect and copy any of the
records described in subsection (e) in accordance with Ind. Code Section
23-1-52-2(a).
SECTION 7.02. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS. All contracts
and agreements entered into by the Corporation and all checks, drafts and bills
of exchange, and orders for the payment of money shall, unless otherwise
directed by the board of directors or required by law, be signed by the
president.
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ARTICLE VIII
AMENDMENTS
The power to make, alter, amend or repeal these bylaws is vested in the
board of directors of the Corporation.
The foregoing Code of Bylaws of the Corporation were duly adopted by
the board of directors of the Corporation on the 5th day of March, 1997.
/s/ J.E. Swinimer
Assistant Secretary of the Corporation
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