Exhibit 3.17
AMENDMENT TO DALTON CORPORATION CODE OF BYLAWS
Article III, Section 3.02, Sentence 1 relating to the number of the
board of directors of Dalton Corporation is hereby amended to read as
follows:
"The number of directors of the corporation shall be no less than two (2) and no
more than seven (7)."
Article IV, Section 4.01, Sentence 2 relating to the Chairman and
President as members of the Board of Directors is hereby deleted.
This amendment shall became effective on the Effective Date of the
Prepackaged Joint Plan of Reorganization of ACP Holding Company, NFC Castings,
Inc., Neenah Foundry Company and certain of its subsidiaries, without further
action by the board of directors or shareholders of Dalton Corporation, pursuant
to the Bankruptcy Court Confirmation Order dated September 25, 2003.
DALTON CORPORATION
Amendment to Code of By-Laws
RESOLVED, by the Board of Directors of Dalton Corporation, that the
Company's Code of By-Laws is hereby amended to delete Section 2.01
thereof.
As adopted by the Board of Directors on August 28, 1998.
____________________________
Secretary
THE DALTON FOUNDRIES, INC.
Amendment to Code of By-Laws
2.01 LIMITATION OF SHARE OWNERSHIP. The ownership of substantially
all of the outstanding shares of the Corporation shall be limited to its
Salaried Employees and the Trustee of The Dalton Foundries, Inc. Employee Stock
Ownership Plan.
As adopted by the Board of Directors on April 21, 1995.
/s/ [ILLEGIBLE]
------------------------
Secretary
CODE OF BY-LAWS
Amended and Restated
of
THE DALTON FOUNDRIES, INC.
An Indiana Corporation
ARTICLE I
Offices
1.01 The principal office of the Corporation in
the State of Indiana shall be located in the City of Warsaw
and County of Kosciusko. The Corporation may have such other
offices, either within or without the State of Indiana, as the
Board of Directors may designate or the business of the
Corporation may require from time to time.
ARTICLE II
Shareholders
2.01 LIMITATION OF SHARE OWNERSHIP. The ownership
as amended of outstanding shares of the Corporation shall be limited to
3/21/95 its Officers, Directors, Salaried Employees and the Trustee of
The Dalton Foundries, Inc. Employee Stock Ownership Plan,
as deleted provided that not more than five percent (5%) may be held by
3/28/98 other persons.
as amended 2.02 ANNUAL MEETING. An annual meeting of the
3/21/86 shareholders shall be held in April of each year at such time
as the Board of Directors shall determine, for the election of
Directors and for the transaction of such other business as
may come before the meeting.
2.03 SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the Chairman, the President, the
Board of Directors, or by the holders of not less than 25% of
all of the stock outstanding and entitled to vote on the
business proposed to be transacted thereat.
2.04 PLACE OF MEETING. The Board of Directors may
designate any place, either within or without the State of
Indiana, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. If no
designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of
the Corporation.
2.05 NOTICE OF MEETING. Written or printed notice
of a special or annual meeting of the shareholders, stating
the time, place, and, in the case of a special meeting, the
purpose or purposes thereof, shall be given to each
shareholder entitled to vote thereat at least ten (10) days
before the date fixed for the meeting.
2.06 FIXING OF RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at
any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any proper purpose,
the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days and, in the case
of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring
such determination of the shareholders, is to be taken. If the
stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination
shall apply to any adjournment thereof.
2.07 WAIVER OF NOTICE. Notice of any
shareholders' meeting may be waived in writing by any
shareholder if the waiver sets forth in reasonable detail the
purpose or purposes for which the meeting is called and the
time and place thereof. Attendance at any meeting in person,
or by proxy when the instrument of proxy sets forth in
reasonable detail the purpose of purposes for which the
meeting is called, shall constitute a waiver of notice of such
meeting.
2.08 LIST OF SHAREHOLDERS. The office or agent
having charge of the stock transfer books for shares shall
make, at least five (5) days before each meeting of
shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the
address of each and the number of shares held by each, which
list, for a period of 5 days prior to such meeting, shall be
kept on file at the principal office of the Corporation and
shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced
and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder during the
holding of such
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meeting. The original share ledger or transfer book or a
duplicate thereof, shall be prima facie evidence as to who are
the shareholders entitled to examine such list or share ledger
or transfer book or to vote at any meeting of the
shareholders.
2.09 QUORUM. The holders of a majority of the
shares of stock issued and outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum
at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not
be present or represented by proxy at any meeting of the
shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting
from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented by
proxy. At such adjourned meeting at which a quorum shall be
present or represented by proxy any business may be transacted
which might have been transacted at the meeting as originally
notified.
2.10 VOTING OF STOCK. Each outstanding share of
stock having voting power shall be entitled to one vote on
as amended each matter submitted to a vote at a meeting of shareholders.
?/26/86 A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his duly authorized
attorney-in-fact; Provided, that shares of stock held of
record by the Trustee ("Trustee") of The Dalton Foundries,
Inc. Employees Stock Ownership Plan ("ESOP") will be voted by
the Trustee at the direction of a Nominating Committee of the
Board of Directors (consisting of members of the Board of
Directors) with respect to any matter which, by law or the
Articles of Incorporation, does not require more than a
majority of outstanding common shares voted. With respect to
any matter which, by law or the Articles of Incorporation,
must be decided by more than a majority of outstanding common
shares voted, shares held of record by the Trustee which have
not been allocated to the accounts of participants in the ESOP
shall be voted by the Trustee at the direction of the
Nominating Committee and shares which have been allocated
shall be voted by the Trustee at the direction of the
participants to whose accounts such shares have been
allocated.
Among the duties of the Nominating Committee will be
the selection of candidates for the Board of Directors. The
initial Nominating Committee will consist of W. M. Dalton,
Kenneth L. Davidson, and Dr. Otis R. Bowen. The procedures for
succession of the members of the Nominating Committee shall be
as follows:
(a) In the event of his death or
disability, W. M. Dalton's executor or guardian will
act as his successor so
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long as the Company or the ESOP has any indebtedness
or obligation to Mr. Dalton, his estate, any trust of
which he is presently a trustee, or the Dalton
Decendant's Trust dated December 30, 1976, including
any obligation to purchase any shares of the
Company's common stock from any of them. If no such
debt or obligation is outstanding, the remaining
members of the Nominating Committee will select Mr.
Dalton's successor. If the repayment of all such debt
occurs at a time when a successor to Mr. Dalton is a
member of the Nominating Committee, such successor
will resign immediately upon repayment in full of
such debt, and the remaining members of the
Nominating Committee shall select his successor.
(b) The seat of Mr. Davidson will be
held by the person serving as Chief Executive Officer
of the Corporation.
(c) Dr. Bowen and each person selected
to be his successor as a member of the Nominating
Committee shall designate three independent persons
as potential successors. On any vacancy of this third
seat on the Nominating Committee, the other two
members of the Nominating Committee shall select or
appoint any person as successor, giving primary
consideration to the designated list of three names.
If the other two members of the Nominating Committee
cannot agree upon a successor to this third seat on
the Nominating Committee, and if one of the other two
members gives written notice to The Dalton Foundries,
Inc. Employee Stock Ownership Plan (the "ESOP")
participants of such deadlock, then the other two
members shall each submit one name (not an employee)
to the participants of the ESOP who shall select and
appoint such successor, selecting from such two
submitted names and voting by majority vote with one
vote per person.
If a quorum is present, the affirmative vote of a
majority of the shares of stock represented at the meeting
shall be the act of the shareholders unless the vote of a
greater number of shares of stock is required by law, the
Articles of Incorporation or these By-Laws.
2.11 INFORMAL ACTION BY SHAREHOLDERS. Any action
required to be taken at a meeting of the shareholders of the
Corporation, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting if, prior to
such action, a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof, and such
written consent is filed with the minutes of the proceedings
of the shareholders. Such consent shall have the same effect
as a unanimous vote of shareholders, and may be stated as such
in any document relating thereto.
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2.12 ORGANIZATION. The Chairman, and in his
absence the President, and in their absence any shareholder
chosen by the shareholders present, shall call meetings of the
shareholders to order and shall act as Chairman of such
meetings. The presiding officer may appoint any person to act
as Secretary of the meeting.
ARTICLE III
Directors
3.01 GENERAL POWERS. The business affairs of the
Corporation shall be managed by its Board of Directors which
may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the
Articles of Incorporation or by these By-Laws directed or
required to be exercised or done by the shareholders. The
Board of Directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to
establish reasonable compensation of all officers and of all
directors for services to the Corporation as officers,
directors or otherwise.
3.02 NUMBER AND QUALIFICATIONS. The number of
directors shall be four. Directors need not be residents of
the State of Indiana nor shareholders of the Corporation.
3.03 ELECTION AND TERM. The directors shall be
elected at the annual meeting of the shareholders, and each
director elected shall serve until the next succeeding annual
meeting and until his successor shall have been elected and
qualified. Directors elected at the annual meeting of the
shareholders or at any special meeting called for the purpose
(including the filling of vacancies and newly created
directorships) shall be elected by vote of a majority of the
shares of stock represented at a meeting at which a quorum of
the shareholders is present. The first Board of Directors
shall hold office until the first annual meeting of
shareholders. A director may resign at any time by filing his
written resignation with the Secretary.
3.04 REMOVAL. Any or all of the members of the
Board of Directors may be removed, with or without cause, at a
meeting of the shareholders called expressly for that purpose,
by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
3.05 VACANCIES. Vacancies, whether by death,
resignation, removal or otherwise and newly created
directorships resulting from any increase in the number of
directors shall be filled by vote of the shareholders at their
next annual meeting or at a special meeting called for that
purpose, by the affirmative vote
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of a majority of the shares represented at any such meeting at
which a quorum is present.
3.06 REGULAR MEETINGS. The Board of Directors may
provide, by resolution, the time and place, either within or
without the State of Indiana, for the holding of a regular
annual meeting and any additional regular meetings of the
Board of Directors without other notice than such resolution.
3.07 SPECIAL MEETINGS. Special meetings of the
Board of Directors may be called by the Chairman, any two
directors, or the President on two (2) days' notice to each
director, either personally or by mail or by telegram.
3.08 WAIVER OF NOTICE. Attendance of a director
at any meeting shall constitute a waiver of notice of such
meeting, unless a director attends for the express purpose of
objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
3.09 QUORUM. A majority of the directors shall
constitute a quorum for the transaction of business unless a
greater number is required by law or by the Articles of
Incorporation. The act of a majority of the directors present
at any meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number
is required by statute, by the Articles of Incorporation or by
these By-Laws. If a quorum shall not be present at any meeting
of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
3.10 ACTION BY CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting if prior to such action a
written consent thereto is signed by all members of the Board
and such written consent is filed with the minutes of
proceedings of the Board.
3.11 ORGANIZATION. The Chairman and in his
absence the President and in their absence any director chosen
by the directors present, shall call meetings to order and
shall act as Chairman of such meetings. The presiding officer
may appoint any person to act as Secretary of the meeting.
3.12 COMMITTEES. The Board of Directors, by
resolution adopted by a majority of the number of directors
fixed by the By-Laws or otherwise, may designate an Executive
Committee, and
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one or more other committees, each to consist of two or more
of the directors. Any such committee, to the extent provided
in such resolution, shall have and exercise all of the
authority of the Board of Directors in the management of the
Corporation, except as otherwise required by law. Vacancies in
the membership of the committees shall be filled by the Board
of Directors at a regular or special meeting of the Board of
Directors. The committees shall report actions taken at
committee meetings to the Board when required.
ARTICLE IV
Officers
4.01 NUMBER. The officers of the Corporation
shall be a Chairman, a President, one or more Vice-presidents
(the number thereof to be determined by the Board of
Directors), a Treasurer, a Secretary and such Assistant
Treasurers, Assistant Secretaries or other officers as may be
elected by the Board of Directors. The Chairman and President
shall be members of the Board of Directors, but the other
officers need not be members of the Board of Directors. Any
two or more offices may be held by the same person, except the
offices of President and Secretary.
4.02 ELECTION AND TERM OF OFFICE. The officers of
the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held
after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as may be convenient. New
offices may be created and filled at any meeting of the Board
of Directors. Each officer shall hold office until his
successor is elected and has qualified or until his earlier
resignation or removal. Any officer may resign at any time
upon written notice to the Corporation. Election of an officer
shall not of itself create contract rights.
4.03 REMOVAL. Any officer elected by the Board of
Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
4.04 VACANCIES. A vacancy in any office occurring
because of death, resignation, removal or otherwise, may be
filled by the Board of Directors.
4.05 THE CHAIRMAN. The Chairman shall preside at
all meetings of the shareholders and the Board of Directors,
shall have supervisory authority over the business of the
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Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall, in the
absence or disability of the President, perform the duties and
exercise the powers of the President. The Chairman may execute
bonds, mortgages and other contracts requiring a seal, under
the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.
4.06 THE PRESIDENT. In the absence of the
Chairman, the President shall preside at all meetings of the
shareholders and the Board of Directors. The President shall
have general and active management of the business of the
Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall
execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.
4.07 THE VICE-PRESIDENTS. The Vice-President, or
if there shall be more than one, the Vice-Presidents, in the
order determined by the Board of Directors, shall, in the
absence or disability of the President and Chairman, perform
the duties and exercise the powers of the President and shall
perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
4.08 THE SECRETARY AND ASSISTANT SECRETARIES. The
Secretary shall have custody of all records of the proceedings
of the meetings of the Corporation and of the Board of
Directors. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board
of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such
Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
The Assistant Secretary or if there be more than one,
the Assistant Secretaries, in the order determined by the
Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the
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Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
4.09 THE TREASURER AND ASSISTANT TREASURERS. The
Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all
his transactions as Treasurer and of the financial condition
of the Corporation.
If required by the Board of Directors, he shall give
the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and
for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the
Corporation.
The Assistant Treasurer, or, if there shall be more
than one, the Assistant Treasurers in the order determined by
the Board of Directors, shall, in the absence or disability of
the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have
such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE V
Capital Stock
5.01 CERTIFICATES FOR SHARES OF CAPITAL STOCK.
The shares of the Corporation shall be represented by
certificates signed by the President or a Vice-President and
the Secretary or an Assistant Secretary of the Corporation,
and may be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers of the
Corporation upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself
or an employee of
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the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue.
Every certificate shall state the name of the
registered holder, the number of shares represented thereby,
the par value of each share or a statement that such shares
have no par value, and whether such shares have been fully
paid-up and are non-assessable. If such shares are not fully
paid-up, the certificate shall be legibly stamped to indicate
the per centum which has been paid-up, and as further payments
are made thereon the certificate shall be stamped accordingly.
5.02 LOST CERTIFICATES. The Board of Directors
may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to
have been lost or destroyed. When authorizing such issue of a
new certificate, the Board of Directors in its discretion and
as a condition precedent to the issuance thereof, may
prescribe such terms and conditions as it deems expedient, and
may require such indemnities as it deems adequate, to protect
the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost
or destroyed.
5.03 TRANSFER OF SHARES. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person
entitled thereto, and the old certificate cancelled and the
transaction recorded upon the books of the Corporation.
ARTICLE VI
General Provisions
6.01 DIVIDENDS. The Board of Directors shall have
the power, subject to any restrictions contained in the
Articles of Incorporation, to declare and pay dividends upon
the Corporation's outstanding shares, out of the unreserved
and unrestricted earned surplus of the Corporation. Dividends
may be paid in cash, in property or in shares of the
Corporation, but no dividend payable in cash or property shall
be paid out of surplus due to or arising from unrealized
appreciation in value, or from a revaluation of assets. No
dividend shall be paid if the Corporation is, or is thereby
rendered, insolvent, or if its stated capital is, or thereby
becomes, impaired.
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6.02 CHECKS. All checks or demands for money and
notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
6.03 FISCAL YEAR. The fiscal year of the
Corporation shall end on the Saturday on or nearest to the
31st day of December of each year.
6.04 SEAL. The corporate seal shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seal, Indiana". The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any
manner reproduced.
6.05 AMENDMENTS. Unless otherwise provided in the
Articles of Incorporation, these By-Laws may be altered,
amended or repealed or new By-Laws may be adopted by the
affirmative vote of a majority of the Board of Directors at
any regular or special meeting of the Board.
ARTICLE VII
Indemnification of Directors, Officers,
Employees and Agents
7.01 AUTHORIZATION FOR INDEMNIFICATION. The
Corporation shall, to the fullest extent permitted by law,
indemnify and hold harmless each person who shall serve at any
time as a director, officer or employee of the Corporation
against any judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, actually and
necessarily incurred as a result of any threatened, pending or
completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, arising out of the
fact that such person is or was a director, officer or
employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or
other enterprise, including pending or completed claims,
actions, suits or proceedings arising out of any actual or
alleged act or failure to act on the part of such person in
connection with the administration (including establishment,
operation and termination) of any pension plan, profit-sharing
plan or other employee benefit plan or plans maintained by the
Corporation, provided that such person acted in good faith and
for a purpose which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any such
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civil or criminal action or proceeding by judgment,
settlement, conviction or upon a plea of nolo contendere, or
its equivalent, shall not in itself create a presumption that
any such person did not act in good faith or for a purpose
which he reasonably believed to be in or not opposed to the
best interests of the Corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
7.02 PAYMENT OF INDEMNIFICATION
(a) A person who has been wholly successful, on
the merits or otherwise, in the defense of a civil or criminal
action or proceeding of the character described in Section
7.01 shall be entitled to indemnification as authorized in
such Section.
(b) Except as provided in Section 7.02(a), any
indemnification under Section 7.01, unless ordered by a court,
shall be made by the Corporation only if authorized in the
specific case:
(1) By the Board of Directors of the
Corporation acting by a quorum consisting of
directors who are not parties to such action or
proceeding upon a finding that such person has met
the standard of conduct set forth in Section 7.01,
or,
(2) If a quorum under subparagraph (1)
is not obtainable with due diligence by:
(i) the Board of Directors of the
Corporation upon the opinion in writing of
independent legal counsel that
indemnification is proper in the
circumstances because the standard of
conduct set forth in Section 7.01 has been
met by such person or,
(ii) A vote of the majority of the
shares of stock of the Corporation voting at
a special or annual meeting of shareholders
upon a finding that such person has met the
standard of conduct set forth in Section
7.01.
(c) Expenses incurred in defending a civil or
criminal action or proceeding may be paid by the Corporation
in advance of the final disposition of such action or
proceeding if authorized by the Board of Directors, but
subject to an undertaking by each person on whose behalf such
advances are made to repay such amounts if such person is
ultimately found not to be entitled to indemnification under
the provisions hereof.
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7.03 INDEMNIFICATION OF AGENTS. The Board of
Directors may, by resolution, extend the indemnification
provisions of this Article VII, as limited herein by Sections
7.01 and 7.02, to any person who is or was an agent of the
Corporation or is or was serving at the request of the
Corporation as the agent of another corporation, partnership,
joint venture, trust or other enterprise.
7.04 GENERAL. The foregoing provisions of this
Article VII shall be deemed to be a contract between the
Corporation and each director, officer and employee who serves
in such capacity at any time while this By-Law is in effect,
and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state
of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or
in part upon any such state of facts.
The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which any director,
officer, employee or agent may be entitled apart from the
provisions of this By-Law.
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