EXHIBIT 3.5
THE STATE OF OHIO
BOB TAFT
Secretary of State
738408
CERTIFICATE
It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Filings; that said records show the filing and
recording of: AMA MIS AGS CHN CHL
of:
DALTON CORPORATION STRYKER MACHINING FACILITY CO. FORMERLY MACHINE &
TOOL NORTH, INC.
UNITED STATES OF AMERICA
STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE
Recorded on Roll 5767 at Frame 0241 of
the Records of Incorporation and
Miscellaneous Filings.
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE AT COLUMBUS, OHIO,
THIS 6TH DAY OF MARCH .
BOB TAFT
Secretary of State
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ECONOMY MACHINE & TOOL NORTH, INC.
ARTICLE I
Name
The name of the corporation is Dalton Corporation, Stryker Machining
Facility Co. (the "Corporation").
ARTICLE II
PRINCIPAL OFFICE
The principal office of the Corporation shall be located at 310 Ellis
Street, Stryker, Ohio 43557.
ARTICLE III
CORPORATE PURPOSES AND POWERS
The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be formed under Section 1701.01 to
1701.98, inclusive, of the Ohio Revised Code (the "Code"). The Corporation shall
have the power to do all things necessary or convenient to carry out its
business and affairs to the extent such acts are permitted under the Code.
ARTICLE IV
AUTHORIZED SHARES
Section 4.1 NUMBER. The total number of shares which the Corporation is
authorized to issue is One Thousand (1,000).
SECTION 4.1.1 PAR VALUE SHARES. The number of authorized shares
which the Corporation designates as having par value is zero (0).
SECTION 4.1.2 NO PAR VALUE SHARES. The number of authorized shares
which the Corporation designates as without par value is one thousand
(1,000).
Section 4.2 CLASSES. There shall be one (1) class of shares, designated
common shares.
Section 4.3 RIGHTS. All common shares shall have the same preferences,
limitations and relative rights.
SECTION 4.3.1 VOTING RIGHTS. With respect to each mater upon which
shareholders are entitled to vote, each holder of common shares shall be
entitled to one (1) vote for each common share standing in the
shareholder's name on the Corporation's books on the record date.
SECTION 4.3.2 RIGHTS UPON DISSOLUTION. In the event of the
dissolution of the Corporation, upon the winding up and liquidation of its
business and affairs, each holder of common shares shall be entitled to
receive a ratable portion of the net assets of the Corporation remaining
after payment (or provision for payment) of the debts and other
liabilities of the Corporation.
SECTION 4.3.3 NO PREEMPTIVE RIGHTS. Shareholders shall have no
preemptive rights to subscribe to or purchase any common shares or other
securities of the Corporation.
Section 4.4 ISSUANCE AND CONSIDERATION. Common shares may be issued for
the consideration fixed from time to time by the Board of Directors.
Section 4.5 RESTRICTIONS ON TRANSFER OF SHARES. The Code of Regulations,
an agreement among shareholders, or an agreement between shareholders and the
Corporation may impose restrictions on the transfer (or registration of
transfer) of shares of the Corporation.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Number. The Board of Directors shall consist of a minimum of
two (2) individuals and a maximum of five (5) individuals. The number of
directors may be fixed or changed from time to time, within the minimum and
maximum, by resolution of the Board of Directors. In the absence of a resolution
fixing the number of directors, the number shall be three (3) unless there are
fewer than three (3) shareholders, in which case the number shall be two (2).
SECTION 5.2 QUALIFICATIONS. Directors need not be residents of the State
of Ohio nor shareholders of the Corporation.
ARTICLE VI
PROVISIONS FOR MANAGING THE BUSINESS AND
REGULATING THE AFFAIRS OF THE CORPORATION
SECTION 6.1 AUTHORITY OF BOARD OF DIRECTORS. Subject to any specific
limitation or restriction imposed by the Code or by these Articles of
Incorporation, all corporate powers shall be exercised by or under the authority
of the Board of Directors, and the business and affairs of the Corporation shall
be managed under the direction of the Board of Directors, without previous
authorization or subsequent approval by the shareholders of the Corporation.
Management by
2
the Board of Directors includes, without limitation, the authority to cause the
Corporation to be a promoter, partner or shareholder of any partnership, joint
venture, corporation or other entity.
SECTION 6.2 CODE OF REGULATIONS; BYLAWS. The Shareholders shall have the
power to adopt, amend or repeal a Code of Regulations of the Corporation. The
Code of Regulations, including any amendments thereto, may establish one or more
procedures by which the Corporation regulates transactions that would, when
consummated, result in a change of control of the Corporation. The Board of
Directors shall be permitted to adopt Bylaws for their own government, or
emergency regulations, as permitted under the Code, as amended from time to
time.
SECTION 6.3 REMOVAL OF DIRECTORS. Any director (or all of the directors)
may be removed with or without cause by either the shareholders or the Board of
Directors. Any director (or all of the directors) may be removed by the
shareholders only at a meeting called for the purpose of removing the
director(s), and the meeting notice must state that a purpose of the meeting is
removal of the director(s). Any of the directors (or all of the directors) may
be removed by the Board of Directors at any meeting of the Board, and no notice
is required. In either case, a director may be removed only if the number of
votes cast to remove the director exceeds the number of votes cast not to remove
the director.
SECTION 6.4 AMENDMENT OF ARTICLES OF INCORPORATION. The Corporation may
amend these Articles of Incorporation at any time to add or change a provision
that, as of the effective date of the amendment, is required or permitted to be
in the Articles of Incorporation or to delete a provision that, as of the
effective date of the amendment, is not required to be in the Articles of
Incorporation. Amendments to the Articles of Incorporation shall be adopted in
any manner prescribed or permitted by the provisions of the Code as of the
effective date of the amendment. All rights and powers conferred upon the
shareholders or the directors by the Articles of Incorporation or the Code of
Regulations are subject to this reserved right to amend the Articles of
Incorporation. An amendment is adopted if the votes cast favoring the amendment
exceed the votes cast opposing the amendment.
SECTION 6.5 POTENTIALLY ABANDONED PROPERTY. After a period of six (6)
years from the date specified for payment or delivery, the following property
shall revert to and become the property of the Corporation:
(a) An unclaimed dividend, distribution or other sum payable to a
shareholder,
(b) An unclaimed sum payable to any claimant on any obligation of
the Corporation,
(c) Any unclaimed funds or other property, tangible or intangible,
held by the Corporation for the benefit of any person other than the
Corporation, and
(d) The interest, income, earnings or appreciation on any of the
funds or property described above.
3
Before the end of the seventh year after the date that particular funds or
property described above should have been paid, distributed or delivered, the
Secretary shall prepare the Corporation's written claim to the funds or property
including the interest, income, earnings or appreciation.
ARTICLE VII
INDEMNIFICATION
SECTION 7.1 SCOPE OF INDEMNIFICATION. The Corporation shall indemnify the
individuals listed in Section 7.2 against liability (including expenses)
asserted or incurred in the defense of any proceeding to which the individual
was made a party or a witness because of his status with the Corporation and in
which the individual was (a) wholly successful on the merits or otherwise or (b)
in which the Corporation (acting in accordance with Section 7.4) determines that
the individual's conduct and beliefs met the standard of conduct prescribed by
the Code, although the individual was not wholly successful on the merits or
otherwise or (c) a court determines that the individual is entitled to
indemnification. However, in proceeding brought by or in the right of the
Corporation, if an individual was adjudged liable to the Corporation,
indemnification shall be made only upon order of a court acting upon the
individual's application for court-ordered indemnification.
SECTION 7.2 SEVERABILITY. If any provision of this Article VII or its
application to any individual or circumstance shall be invalid or unenforceable
to any extent or in any jurisdiction, the remainder of this Article VII and the
application of its provisions to other individuals or circumstances or in other
jurisdictions shall not be affected and shall be enforced to the extent
permitted by the Code.
ARTICLE VIII
The amended and restated Articles of Incorporation of the Economy Machine & Tool
North, Inc. adopted February 11, 1997, supercede in their entirety all prior
Articles of Incorporation for Economy Machine & Tool North, Inc.
4
CERTIFICATE OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ECONOMY MACHINE & TOOL NORTH, INC.
The undersigned, K.L. Davidson and D.I. Brown, being the President and
Secretary, respectively, of Economy Machine & Tool North, Inc., an Ohio
corporation (the "Corporation"), DO HEREBY CERTIFY that on February 11, 1997, in
a writing executed pursuant to the provisions of Section 1701.54 of the Ohio
Revised Code by all of the shareholders of the Corporation, the attached Amended
and Restated Articles of Incorporation of the Corporation were adopted and
approved.
IN WITNESS WHEREOF, we have executed this Certificate of Amended and
Restated Articles of Incorporation this 11th day of February, 1997.
/s/ K.L. Davidson
--------------------------------------
K.L. Davidson
/s/ D.I. Brown
--------------------------------------
D.I. Brown
STATE OF NEBRASKA
UNITED STATES OF AMERICA, DEPARTMENT OF STATE
STATE OF NEBRASKA SS. LINCOLN, NEBRASKA
I, JOHN A. GALE, SECRETARY OF STATE OF NEBRASKA DO HEREBY CERTIFY;
THE ATTACHED IS A TRUE AND CORRECT COPY OF ARTICLES OF INCORPORATION AS
FILED IN THIS OFFICE ON JUNE 29, 1946, AND ALL AMENDMENTS THERETO OF
DEETER FOUNDRY, INC.
WITH ITS REGISTERED OFFICE LOCATED IN LINCOLN, NEBRASKA.
In Testimony Whereof, I have hereunto set my hand and affixed
the Great Seal of the State of Nebraska
on August 20, in the year of our Lord,
two thousand three.
(GRAPHIC SEAL)
SECRETARY OF STATE
As adopted __________
CODE OF BYLAWS
OF
NEWNAM MANUFACTURING, INC.
ARTICLE 1
DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS. As used in this Code of By-Laws:
"CORPORATION" means Newnam Manufacturing, Inc.
"LAW" means the Indiana Business Corporation Law, as amended from
time to time.
"ARTICLES OF INCORPORATION" means the Articles of Incorporation of
the Corporation, as amended from time to time.
"BYLAWS" means the Code of Bylaws of the Corporation, as amended
from time to time.
1.2 CONSTRUCTION. The Bylaws shall be construed in a manner which
harmonizes the Bylaws, the Articles of Incorporation and the Law. Where the
Bylaws are silent, the. Articles of Incorporation and the Law shall control. If
any provision of the Bylaws is inconsistent with the Articles of Incorporation,
the Articles of Incorporation shall control. If any provision of the Bylaws is
inconsistent with the Law, the Law shall control except in those circumstances
in which the Law expressly allows bylaws to provide contrary rules.
ARTICLE 2
INDEMNIFICATION
2.1 NAME. The name of the Corporation is Newnam Manufacturing, Inc.
2.2 PRINCIPAL OFFICE. The location of the principal office of the
Corporation is 1900 East Jefferson Street, Warsaw, Indiana where the executive
offices of the Corporation are located.
2.3 REGISTERED OFFICE AND REGISTERED AGENT. The street address of the
Corporation's initial registered office in Indiana and the name of its initial
registered agent at that address is set forth in Article III of the Articles of
Incorporation. The registered office or registered agent, or both, may be
changed, terminated or discontinued in any manner allowable by the Law, without
amending the Articles of Incorporation or the Bylaws.
As adopted __________
2.4 SEAL. The seal of the Corporation shall be circular in form and
mounted upon a metal die suitable for impressing the same upon paper, or upon a
rubber stamp suitable for stamping or printing on paper. About the upper
periphery of the seal shall appear the name of the Corporation and about the
lower periphery thereof the word "Indiana." In the center of the seal shall
appear the words "Seal" or "Corporate Seal." However, the use of the seal (or an
impression of the seal) is not required and does not affect the validity of any
instrument whatsoever.
2.5 FISCAL YEAR. The fiscal year of the Corporation shall be a 52-53
week fiscal year ending the Saturday on or nearest to the 31st day of December.
ARTICLE 3
SHARES
3.1 CERTIFICATES FOR SHARES. Shares shall be represented by certificates
signed by the President and the Secretary of the Corporation and bearing the
seal of the Corporation. Restrictions on transfer shall be noted conspicuously
on the front or back of the certificate.
3.2 REGISTRATION OF TRANSFER OF SHARES. The Corporation shall register
in its records the transfer of shares and shall issue a new certificate to the
transferee if a certificate endorsed by the appropriate person(s) is presented
to the Corporation, reasonable assurance is given that the endorsement is
genuine and effective, and other requirements of applicable Indiana statutes are
met or are waived by resolution of the Board of Directors, except in those cases
in which the Corporation has received written notification of an adverse claim
or is charged with notice of an adverse claim.
3.3 LOST, DESTROYED OR WRONGFULLY TAKEN CERTIFICATES. If a registered
owner of shares claims that the certificate representing his shares has been
lost, destroyed or wrongfully taken, the Corporation shall issue a new
certificate if the registered owner makes a written request, complies with the
requirements of applicable Indiana statutes and, in addition, complies with the
requirements which the Board of Directors may adopt by resolution. The Board of
Directors may waive the statutory requirement for an indemnity bond if the Board
of Directors determines that the registered owner's agreement to indemnify the
Corporation provides sufficient protection against potential liabilities to
adverse claimants.
ARTICLE 4
MEETINGS OF SHAREHOLDERS
4.1 ANNUAL MEETING. The shareholders' meeting for the election of
directors and for the transaction of other business shall be held each year in
the month of April at the date, time and place set by the Board of Directors.
The failure to hold an annual meeting at the designated time does not affect the
validity of any corporate action. Notice of an annual meeting may be
communicated orally. Any or all shareholders may participate in an annual
shareholders' meeting by, or through the use of, any means of communication by
which all shareholders participating may simultaneously hear each other during
the meeting.
-2-
As adopted __________
4.2 SPECIAL MEETING. Special meetings of shareholders shall be held upon
the call of the Board of Directors or the President or if the holders of at
least twenty-five percent (25%) of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting sign, date and
deliver to the Secretary of the Corporation one (1) or more written demands for
the special meeting describing the purpose or purposes for which it is to be
held. Notice of a special meeting shall be in writing, shall designate the date,
time and place of the meeting and shall describe the purpose or purposes for
which the meeting is to be held. Any or all shareholders may participate in a
special shareholders' meeting by, or through the use of, any means of
communication by which all shareholders participating may simultaneously hear
each other during the meeting.
ARTICLE 5
THE BOARD OF DIRECTORS
5.1 ELECTION, TERM OF OFFICE, QUALIFICATION AND RESIGNATION. Directors
shall be elected by the shareholders at the shareholders' annual meetings, but
may be elected at any shareholders' meeting. The term of a director expires at
the next annual shareholders' meeting following his election or upon his earlier
death, resignation or removal from office. Despite the expiration of a
director's term, the director continues to serve until a successor is elected
and qualifies or until there is a decrease in the number of directors. (A
decrease in the number of directors does not shorten an incumbent director's
term except in the case of a director continuing to serve beyond the expiration
of his term.) A director may qualify either by giving notice to the Secretary of
his acceptance of the office of director or by attending a meeting of the Board
of Directors. A director may resign by delivering notice to the Board of
Directors or to any other officer of the Corporation.
5.2 VACANCIES. If a vacancy occurs on the Board of Directors, including
a vacancy resulting from the resignation, death or removal of a director and a
vacancy resulting from an increase in the number of directors, the Board of
Directors may fill the vacancy, and, if the directors remaining in office
constitute less than a quorum of the Board of Directors, the remaining directors
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office.
5.3 QUORUM; VOTING REQUIREMENT. Except as otherwise provided in Section
5.2 with respect to the filling of vacancies on the Board of Directors, a quorum
of the Board of Directors shall consist of one-half (1/2) of the number of
directors prescribed by the resolution of the Board of Directors in effect
immediately before the meeting begins. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors, except as otherwise provided in Article 9 of the Bylaws with
respect to the amendment or repeal of bylaws.
5.4 ANNUAL MEETING. Unless otherwise determined by the Board of
Directors, the Board of Directors shall meet each year promptly after the
shareholders' annual meeting for the purpose of electing officers and
transaction of other business. The failure to hold an annual meeting at the
designated time does not affect the validity of any corporate action, and if the
-3-
As adopted __________
meeting is not held at the designated time, the election of officers may be
conducted at any subsequent meeting of the Board of Directors. No notice of the
date, time, place, or purpose of the annual meeting need be given, if notice of
the shareholders' annual meeting has been given, and in any event notice of an
annual meeting may be communicated orally.
5.5 REGULAR MEETINGS. The Board of Directors may from time to time adopt
resolutions scheduling the date(s), time(s) and place(s) of regular meetings of
the Board of Directors. A scheduled regular meeting of the Board of Directors
may be held without further notice of the date, time, place or purpose of the
meeting, and in any event notice of a regular meeting may be communicated
orally.
5.6 SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held upon the call of the President or upon the written request of any
director. The call or request shall state the date by which the special meeting
shall be held and may state the purpose(s) for holding the special meeting. A
special meeting of the Board of Directors must be preceded by at least two (2)
days notice of the date, time and place of the meeting. The notice need not
describe the purpose(s) of the special meeting unless a purpose is to remove an
officer or director in which case notice of that purpose shall be given. Notice
of a special meeting may be communicated orally. Whether or not the notice of a
special meeting describes the purpose(s) of the meeting, the Board of Directors
may consider and act upon any matter at a special meeting.
5.7 EMERGENCY MEETINGS. It an extraordinary event prevents a quorum of
the Board of Directors from assembling in time to deal with the business for
which a meeting has been or is to be called, any director may call an emergency
meeting of the Board of directors. Notice of an emergency meeting need be given
only to those directors whom it is practicable to reach and may be given in any
practicable manner allowable under the Law. One (1) or more officers of the
Corporation present at an emergency meeting of the Board of Directors may be
deemed to be directors for the meeting, in order of rank and within the same
rank in order of seniority, as necessary to achieve a quorum.
ARTICLE 6
THE OFFICERS
6.1 ELECTION, TERM OF OFFICE, QUALIFICATION AND RESIGNATION. The Board
of Directors shall elect a President, Secretary and Treasurer and may elect one
or more Vice Presidents. The same individual may simultaneously hold more than
one (1) office in the Corporation. Officers shall normally be elected at the
Annual Meeting of the Board of Directors, but may be elected at any meeting of
the Board of Directors. An officer shall hold office from the effective date of
his election until the next Annual Meeting of the Board of Directors and
thereafter until his successor is duly elected and has qualified, or until the
officer's earlier death, resignation or removal from office. The President must
be a director, but other officers need not be directors. An officer shall
qualify by giving notice to the Secretary of his acceptance of the office. An
officer may resign by delivering notice to the Board of Directors or to any
other officer of the Corporation.
-4-
As adopted __________
6.2 SALARIES. The salaries of the officers shall be fixed or changed,
from time to time, by resolution of the Board of Directors or by contract.
6.3 PRESIDENT. The President shall be the chief executive officer of the
Corporation and shall have an powers and "duties which are by law or custom
incident to the office of the President. The President shall preside at all
meetings of shareholders and the Board of Directors. All contracts, deeds, notes
and similar documents shall be signed on behalf of the Corporation by the
President or his designee, except in those instances in which the Board of
Directors assigns that duty to another officer. The President shall, in
addition, have the powers and perform the duties assigned from time to time by
the Board of Directors.
6.4 VICE PRESIDENTS. The Vice President(s) shall have the powers and
perform the duties assigned from time to time by the Board of Directors and by
the President. If the President resigns, is removed from office or for any
reason is unable or unavailable to perform his duties, the Vice President shall
temporarily act in the place of the President. If the Board of Directors elects
more than one vice president and neither the Board of Directors nor the
President has designated a Vice President to act in the place of the President,
the individual listed first in the resolution electing vice presidents shall
temporarily act in the place of the President until the Board of Directors
directs otherwise.
6.5 SECRETARY. The Secretary shall have the responsibility for preparing
minutes of meetings of the shareholders and the Board of Directors and for
authenticating records of the Corporation. The Secretary shall cause to be kept
and maintained all records of the Corporation required by the Law. The Secretary
shall, in addition, have the powers and perform the duties assigned from time to
time by the Board of Directors and by the President.
6.6 TREASURER. The Treasurer shall be the chief financial officer' of
the Corporation and shall have responsibility for all funds of the Corporation.
The Treasurer shall render to the President and the Board of Directors an
accounting of the financial condition of the Corporation, from time to time
whenever requested. The Treasurer shall, in addition, have the powers and
perform the duties assigned from time to time by the Board of Directors and by
the President.
ARTICLE 7
REQUIRED RECORDS
7.1 MEETING RECORDS. 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.
7.2 ACCOUNTING RECORDS. The Corporation shall maintain appropriate
accounting
7.3 SHAREHOLDER LIST. The Corporation 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.
-5-
As adopted __________
7.4 FORM OF RECORDS. The Corporation shall maintain its records in
written form or in another form capable of conversion into written form within a
reasonable time.
7.5 RECORDS KEPT AT PRINCIPAL OFFICE. The Corporation shall keep at its
principal office a copy of the records:
ARTICLES OF INCORPORATION. Its Articles of Incorporation or Restated
Articles of Incorporation and an amendments to them currently in
effect.
BYLAWS. Its Code of Bylaws or Restated Code of Bylaws and all
amendments to them currently in effect.
"BLANK CHECK STOCK" Resolutions. Resolutions adopted by the 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.
MINUTES. The minutes of all shareholders' meetings, and records of
all actions taken by shareholders without a meeting, for the past
three (3) years.
COMMUNICATIONS. All written communications to shareholders generally
within the past three (3) years, including the financial statements,
if any, furnished to shareholders for the past three (3) years.
DIRECTORS AND OFFICERS. A list of the names and business addresses
of its current directors and officers.
ANNUAL REPORT. Its most recent annual report delivered to the
Indiana Secretary of State.
All original records and all other records, including the records identified in
Sections 7.1, 7.2 and 7.3, may be kept at another location including the office
of counsel to the Corporation.
7.6 SHAREHOLDER INSPECTION. A shareholder shall be entitled to inspect
and copy the records of the Corporation to the extent and in the manner provided
by the Law.
ARTICLE 8
INDEMNIFICATION
8.1 SCOPE OF INDEMNIFICATION. The Corporation shall indemnify the
individuals listed in Section 8.2 against liability (including expenses)
incurred in the defense of any proceeding to which the individual was made a
party or a witness because of his status with the Corporation
-6-
As adopted __________
and in which the individual was (a) wholly successful on the merits or otherwise
or (b) in which the Corporation (acting in accordance with Section 8.4)
determines that the individual's conduct and beliefs met the standard of conduct
prescribed by the Law, although the individual was not wholly successful on the
merits or otherwise or (c) a court determines that the individual is entitled to
indemnification.
8.2 INDIVIDUALS ELIGIBLE FOR INDEMNIFICATION. The following individuals
are eligible for indemnification, as described in this Article 8:
Any director, officer, employee or agent of the Corporation
including an individual who is or was (or agreed to be) a director,
officer, employee or agent of the Corporation or an individual who,
while a director, officer, employee or agent of the Corporation, is
or was serving (or agreed to serve) at the Corporation's request as
a director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, whether for profit or
not.
8.3 ADVANCES. Subject to the conditions prescribed by the Law and in
accordance with Section 8.4, the Corporation may pay for or reimburse the
reasonable expenses incurred by an individual who is a party to or witness in a
proceeding, in advance of the final disposition of the proceeding.
8.4 DETERMINATIONS BY THE CORPORATION. The Corporation shall authorize
payments in each specific case only after a determination has been made, in a
manner allowable by the Law, that indemnification is permissible in the
circumstances because the individual has met the standard of conduct prescribed
by the Law.
8.5 INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any individual described in Section 8.2, whether or not the
Corporation would have power under these Bylaws or the Law to indemnify the
individual against the liabilities covered by insurance.
ARTICLE 9
AMENDMENTS
9.1 POWER TO AMEND OR REPEAL. The Board of Directors may adopt, amend or
repeal the Bylaws of the Corporation without notice to or action by the
shareholders.
9.2 NO NOTICE REQUIRED; QUORUM. The Bylaws (or any provision of the
Bylaws) may be adopted, amended or repealed at any meeting of the Board of
Directors at which a quorum is present without prior notice of the purpose of
the meeting and without notice of the provision proposed to be adopted, amended
or repealed.
9.3 SPECIAL VOTING REQUIREMENT. Notwithstanding Section 5.3 of these
Bylaws, the adoption, amendment or repeal of the Bylaws (or any provision of the
Bylaws) requires the
-7-
As adopted __________
affirmative vote of a majority of the number of directors in office immediately
before the beginning of the meeting at which the adoption, amendment or repeal
is voted upon.
9.4 AMENDMENT OR REPEAL OF QUORUM AND VOTING REQUIREMENTS. Action by the
Board of Directors to adopt a bylaw that changes the quorum or voting
requirement for action by the Board of Directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.
-8-