Exhibit 3.1
Bylaws
of
Alltrista Corporation
Article One
Capital Stock
Section A. Classes of Stock. The capital stock of the corporation shall
consist of shares of such kinds and classes, with such designations and such
relative rights, preferences, qualifications, limitations and restrictions,
including voting rights, and for such consideration as shall be stated in or
determined in accordance with the Amended Articles of Incorporation and any
amendment or amendments thereof, or the Indiana Business Corporation Law.
Consistent with the Indiana Business Corporation Law, capital stock of the
corporation owned by the corporation may be referred to and accounted for as
treasury stock.
Section B. Certificates for Shares. All share certificates shall be
consecutively numbered as issued and shall be signed by the president or a vice
president and the corporate secretary or any assistant secretary of the
corporation.
Section C. Transfer of Shares. The shares of the capital stock of the
corporation shall be transferred only on the books of the corporation by the
holder thereof, or by his attorney, upon the surrender and cancellation of the
stock certificate, whereupon a new certificate shall be issued to the
transferee. The transfer and assignment of such shares of stock shall be subject
to the laws of the State of Indiana. The board of directors shall have the right
to appoint and employ one or more stock registrars and/or transfer agents in the
State of Indiana or in any other state.
Section D. Control Share Acquisition Statute Inapplicable. Chapter 42 of
the Indiana Business Corporation Law (IC 23-1-42) shall not apply to control
share acquisitions of shares of the Corporation.
Article Two
Shareholders
Section A. Annual Meetings. The regular annual meeting of the shareholders
of the corporation shall be held on the fourth Wednesday in April of each year,
or on such other date within a reasonable interval after the close of the
corporation's last fiscal year as may be designated from time to time by the
board of directors, for the election of the directors of the corporation, and
for the transaction of such other business as is authorized or required to be
transacted by the shareholders.
Section B. Special Meetings. Special meetings of the shareholders may be
called by the president or by the board of directors or as otherwise may be
required by law.
Section C. Time and Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the corporation or at such other place
within or without the State of Indiana and at such time as may be designated
from time to time by the board of directors.
Rider 1. Section D. Notice of Business. No business may be transacted at
an Annual Meeting of Shareholders, other than business that is either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors (or any duly authorized committee
thereof), (b) otherwise
properly brought before the Annual Meeting by or at the direction of the board
of directors (or any duly authorized committee thereof) or (c) otherwise
properly brought before the Annual Meeting by any shareholder of the corporation
(i) who is a shareholder of record on the date of the giving of the notice
provided for in this Section D of this Article Two and on the record date for
the determination of shareholders entitled to vote at such annual meeting and
(ii) who complied with the notice procedures set forth in this Section D of this
Article Two.
In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the secretary of
the corporation.
To be timely, a shareholder's notice to the secretary must be delivered to
or mailed and received at the principal executive offices of the corporation not
less than ninety (90) days nor more than one hundred and twenty (120) days prior
to the anniversary date of the immediately preceding Annual Meeting of
shareholders; provided, however, that in the event that the Annual Meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the shareholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the Annual Meeting was made,
whichever first occurs. In no event shall the public announcement of an
adjournment of an Annual Meeting commence a new time period for the giving of a
shareholder's notice as described above.
To be in proper written form, a shareholder's notice to the secretary must
set forth as to each matter such shareholder proposes to bring before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and record address of such shareholder, (iii) the class
or series and number of shares of capital stock of the corporation which are
owned beneficially or of record by such shareholders, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal, and (v) a
representation that such shareholder intends to appear in person or by proxy at
the Annual Meeting to bring such business before the meeting.
No business shall be conducted at the Annual Meeting of Shareholders except
business brought before the Annual Meeting in accordance with the procedure set
forth in this Section D of this Article Two, provided, however, that, once
business has been properly brought before the Annual Meeting in accordance with
such procedures, nothing in this Section D of this Article Two shall be deemed
to preclude discussion by any shareholder of any such business. If the chairman
of an Annual Meeting determines that business was not properly brought before
the Annual Meeting in accordance with the foregoing procedures, the chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
Article Three
Directors
Section A. Number and Terms of Office. The business of the corporation
shall be controlled and managed in accordance with the Indiana Business
Corporation Law by a board of nine directors, divided into classes as provided
in the Amended Articles of Incorporation.
Rider 2. Section B. Nomination of Directors. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the corporation, except as may be otherwise provided in
the Amended Certificate of Incorporation including the right of holders of
preferred stock of the corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any Annual Meeting of Shareholders, or at any
Special Meeting of Shareholders called for the purpose of electing directors,
(a) by or at the direction of the Board of Directors (or any duly authorized
committee thereof), or (b) by any shareholder of the corporation (I) who is a
shareholder of record on the date of the giving of the notice provided for in
this Section B of this Article Three and on the record date for the
determination of shareholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section B of this Article
Three.
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In addition to any other applicable requirements, for a nomination to be
made by a shareholder, such shareholder must have given timely notice thereof in
proper written form to the secretary of the corporation.
To be timely, a shareholder's notice to the secretary must be delivered to
or mailed and received at the principal executive offices of the corporation (a)
in the case of an Annual Meeting, not less than ninety (90) days nor more than
one hundred and twenty (120) days prior to the anniversary date of the
immediately preceding Annual Meeting of Shareholders; provided, however, that in
the event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the shareholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure of the date of the Annual
Meeting was made, whichever first occurs; and (b) in the case of a Special
Meeting of Shareholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) day following the day on which
notice of the date of the Special Meeting was mailed or public disclosure of the
date of the Special Meeting was made, whichever first occurs. In no event shall
the public announcement of an adjournment of an Annual Meeting or Special
Meeting commence a new time period for the giving of a shareholder's notice as
described above.
To be in proper written form, a shareholder's notice to the secretary must
set forth (a) as to each person whom the shareholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and record address of such shareholder, (ii) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially or of record by such shareholder, (iii) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section B
of this Article Three, except as may be otherwise provided in the Amended
Certificate of Incorporation of the Corporation. If the chairman of the meeting
determines that a nomination was not made in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
Section B. Eligibility. No person shall be eligible for election or
reelection as a director after having attained the age of seventy prior to or on
the day of election or reelection. A director who attains the age of seventy
during his term of office shall be eligible to serve only until the annual
meeting of shareholders of the corporation next following such director's
seventieth birthday.
An employee director, other than the chief executive officer, shall resign
from the board of directors at the time of any reduction in responsibility or
upon termination of employment for whatever reason.
A director who was chief executive officer of the corporation and whose
employment was terminated for whatever reason, other than retirement, shall
resign from the board of directors upon such termination. A director who is a
past chief executive officer of the corporation shall resign from the board of
directors if another director who is the then current chief executive officer
ceases to be such officer but continues as a director. The board of directors
may, at its option, accept or reject such resignations.
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A non-employee director shall advise the board of directors on a timely basis
of any reduction in responsibility with the director's then current employer,
except for retirement, or change in employer for which such director was engaged
when most recently appointed, elected or reelected as a director and shall
resign from the board of directors. The board of directors may, at its option,
accept or reject such resignation.
Section C. Chairman of the Board. The chairman of the board shall be
chosen from among the directors and shall preside at all meetings of the board
of directors and shareholders. He shall confer from time to time with members of
the board and the officers of the corporation and shall perform such other
duties as may be assigned to him by the board. Except where by law the signature
of the president is required, the chairman of the board shall possess the same
power as the president to sign all certificates, contracts, and other
instruments of the corporation which may be authorized by the board of
directors.
Section D. Regular Meetings. The regular annual meeting of the board of
directors shall be held immediately after the adjournment of each annual meeting
of the shareholders. Regular quarterly meetings of the board of directors shall
be held on the third Thursday of January, April, July and October of each year,
or on such date as may be designated from time to time by the board of
directors.
Section E. Special Meetings. Special meetings of the board of directors
may be called at any time by the chairman of the board or by the board, by
giving to each director an oral or written notice setting the time, place and
purpose of holding such meetings.
Section F. Time and Place of Meetings. All meetings of the board of
directors shall be held at the principal office of the corporation, or at such
other place within or without the State of Indiana and at such time as may be
designated from time to time by the board of directors.
Section G. Notices. Any notice, of meetings or otherwise, which is given
or is required to be given to any director may be in the form of oral notice.
Section H. Committees. The board of directors is expressly authorized to
create committees and appoint members of the board of directors to serve on
them, as follows:
(1) Temporary and standing committees, including an executive committee,
and the respective chairmen thereof, may be appointed by the board of directors,
from time to time. The board of directors may invest such committees with such
powers and limit the authority of such committees as it may see fit, subject to
conditions as it may prescribe. The executive committee shall consist of three
or more members of the board. All other committees shall consist of one or more
members of the board. All committees so appointed shall keep regular minutes of
the transactions of their meetings, shall cause them to be recorded in books
kept for that purpose in the office of the corporation, and shall report the
same to the board of directors at its next meeting. Within its area of
responsibility, each committee shall have and exercise all of the authority of
the board of directors, except as limited by the board of directors or by law,
and shall have the power to authorize the execution of an affixation of the seal
of the corporation to all papers or documents which may require it.
(2) Neither the designation of any of the foregoing committees or the
delegation thereto of authority shall operate to relieve the board of directors,
or any member thereof, of any responsibility imposed by law.
Section I. Loans to Directors. Except as consistent with the Indiana
Business Corporation Law, the corporation shall not lend money to or guarantee
the obligation of any director of the corporation.
Article Four
Officers
Section A. Election and Term of Office. The officers of the corporation
shall be elected by the board of directors at the regular annual meeting of the
board, unless the board shall otherwise determine,
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and shall consist of a president, one or more vice presidents (any one or more
of whom may be designated "corporate," "executive," "senior," "group" or other
functionally described vice president), a corporate secretary, a treasurer and,
if so elected by the board, may include a vice-chairman of the board of
directors and one or more assistant secretaries and assistant treasurers. The
board of directors shall, from time to time, designate the president or, if
elected, the vice chairman of the board of directors, as the chief executive
officer of the corporation, who shall have general supervision of the affairs of
the corporation. The board of directors may, from time to time, designate a
chief operating officer and a chief financial officer from among the officers of
the corporation. Each officer shall continue in office until his successor shall
have been duly elected and qualified or until removed in the manner hereinafter
provided. Vacancies occasioned by any cause in any one or more of such offices
may be filled for the unexpired portion of the term by the board of directors at
any regular or special meeting of the board.
Section B. Vice-Chairman of the Board. The vice-chairman of the board, if
elected, shall be chosen from among the directors and shall, in the absence of
the chairman of the board, preside at all meetings of the shareholders and
directors. He shall have and exercise the powers and duties of the chairman of
the board in the event of the chairman's absence or inability to act or during a
vacancy in the office of chair man of the board. He shall possess the same power
as the chairman to sign all certificates, contracts, and other instruments of
the corporation which may be authorized by the board of directors. He shall also
have such other duties and responsibilities as shall be assigned to him by the
board of directors or chairman. During the absence or disability of the
president, if the president has been designated chief executive officer, the
vice chairman of the board shall act as the chief executive officer of the
corporation and shall exercise all the powers and discharge all the duties of
the president.
Section C. The President. The president and his duties shall be subject to
the control of the board of directors and, if the chairman of the board has been
designated chief executive officer, to the control of the chairman of the board.
The president shall have the power to sign and execute all deeds, mortgages,
bonds, contracts and other instruments of the corporation as authorized by the
board of directors, except in cases where the signing and execution thereof
shall be expressly designated by the board of directors or by these bylaws to
some other officer, official or agent of the corporation. The president shall
perform all duties incident to the office of president and such other duties as
are properly required of him by the bylaws. During the absence or disability of
the chairman of the board and the vice-chairman of the board, the president
shall exercise all the powers and discharge all the duties of the chairman of
the board.
Section D. The Vice Presidents. The vice presidents shall possess the same
power as the president to sign all certificates, contracts and other instruments
of the corporation which may be authorized by the board of directors, except
where by law the signature of the president is required. All vice presidents
shall perform such duties as may from time to time be assigned to them by the
board of directors, the chairman of the board and the president. In the event of
the absence or disability of the president, and at the request of the chairman
of the board, or in his absence or disability, at the request of the vice-
chairman of the board, or in his absence or disability at the request of the
board of directors, the vice presidents in the order designated by the chairman
of the board, or in his absence or disability by the vice-chairman of the board,
or in his absence or disability by the board of directors, shall perform all of
the duties of the president, and when so acting they shall have all of the
powers of and be subject to the restrictions upon the president and shall act as
a member of, or as a chairman of, any standing or special committee of which the
president is a member or chairman by designation or ex officio.
Section E. The Corporate Secretary. The corporate secretary of the
corporation shall:
(1) Keep the minutes of the meetings of the shareholders and the board of
directors in books provided for that purpose.
(2) See that all notices are duly given in accordance with the provisions
of these bylaws and as required by law.
(3) Be custodian of the records and of the seal of the corporation and see
that the seal is affixed to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance with the
provisions of these bylaws.
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(4) Keep a register of the post office address of each shareholder, which
shall be furnished to the corporate secretary at his request by such
shareholder, and make all proper changes in such register, retaining and filing
his authority for all such entries.
(5) See that the books, reports, statements, certificates and all other
documents and records required by law are properly kept, filed and
authenticated.
(6) In general, perform all duties incident to the office of corporate
secretary and such other duties as may from time to time be assigned to him by
the board of directors.
(7) In case of absence or disability of the corporate secretary, the
assistant secretaries, in the order designated by the chief executive officer,
shall perform the duties of corporate secretary.
Section F. The Treasurer. The treasurer of the corporation shall:
(1) Give bond for the faithful discharge of his duties if required by the
board of directors.
(2) Have the charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these bylaws.
(3) At all reasonable times, exhibit his books of account and records, and
cause to be exhibited the books of account and records of any corporation a
majority of whose stock is owned by the corporation, to any of the directors of
the corporation upon application during business hours at the office of this
corporation or such other corporation where such books and records are kept.
(4) Render a statement of the conditions of the finances of the corporation
at all regular meetings of the board of directors, and a full financial report
at the annual meeting of the shareholders, if called upon so to do.
(5) Receive and give receipts for monies due and payable to the corporation
from any source whatsoever
(6) In general, perform all of the duties incident to the office of
treasurer and such other duties as may from time to time be assigned to him by
the board of directors.
(7) In case of absence or disability of the treasurer, the assistant
treasurers, in the order designated by the chief executive officer, shall
perform the duties of treasurer.
Article Five
Corporate Seal
The corporate seal of the corporation shall be a round, metal disc with the
words "Alltrista Corporation" around the outer margin thereof, and the words
"Incorporated -January 10, 1991", in the center thereof, so mounted that it may
be used to impress words in raised letters upon paper.
Article Six
Amendment
These bylaws may be altered, added to, amended or repealed by the board of
directors of the corporation at any regular or special meeting thereof.
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Article Seven
Indemnification
Section A. Indemnification. The corporation shall indemnify each person
who is or was a director, officer or employee of the corporation, or of any
other corporation, partnership, joint venture, trust or other enterprise which
he is serving or served in any capacity at the request of the corporation,
against any and all liability and reasonable expense that may be incurred by him
in connection with or resulting from any claim, actions, suit or proceeding
(whether actual or threatened, brought by or in the right of the corporation or
such other corporation, partnership, joint venture, trust or other enterprise,
or otherwise, civil, criminal, administrative, investigative, or in connection
with an appeal relating thereto), in which he may become involved, as a party or
otherwise, by reason of his being or having been a director, officer or employee
of the corporation or of such other corporation, partnership, joint venture,
trust or other enterprise or by reason of any past or future action taken or not
taken in his capacity as such director, officer or employee, whether or not he
continues to be such at the time such liability or expense is incurred, to the
fullest extent permitted by the Indiana Business Corporation Law ("EBCL") as the
same now exists or may hereafter be amended (but in the case of any such
amendment only to the extent that such amendment permits the corporation to
provide broader indemnification rights than the EBCL permitted the corporation
to provide prior to such amendment).
Any indemnification pursuant to this Article Five shall be (unless
ordered by a court) paid by the corporation within sixty (60) days of such
request unless the corporation shall have determined by (a) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding, (b) outside legal counsel engaged by the corporation (who may be
regular counsel of the corporation) and who delivers to the corporation its
written opinion, or (c) a court of competent jurisdiction, that indemnification
is not proper under the circumstances because such person has not met the
necessary standard of conduct in accordance with IBCL; provided, however, that
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following a Change in Control of the Corporation, with respect to all matters
thereafter arising out of acts, omissions or events prior to the Change in
Control of the Corporation concerning the rights of any person seeking
indemnification hereunder, such determination shall be made by special
independent counsel selected by such person and approved by the corporation
(which approval shall not be unreasonably withheld), which counsel has not
otherwise performed services (other than in connection with similar matters)
within the five years preceding its engagement to render such opinion for such
person or for the corporation or any affiliates (as such term is defined in Rule
405 under the Securities Act of 1933, as amended) of the corporation (whether or
not they were affiliates when services were so performed) ("Independent
Counsel"). Unless such person has theretofore selected Independent Counsel
pursuant to this Section A and such Independent Counsel has been approved by the
corporation, legal counsel approved by a resolution or resolutions of the Board
of Directors prior to a Change in Control of the corporation shall be deemed to
have been approved by the corporation as required. Such Independent Counsel
shall determine as promptly as practicable whether and to what extent such
person would be permitted to be indemnified under applicable law and shall
render its written opinion to the corporation and such person to such effect;
provided that such independent counsel shall find that the standard for
indemnification has been met by such person unless indemnification is clearly
precluded under these Bylaws or the IBCL. The corporation agrees to pay the
reasonable fees of the Independent Counsel referred to above and to fully
indemnify such Independent Counsel against any and all expenses, claims,
liabilities and damages arising out of or relating to this Article or its
engagement pursuant hereto.
For purposes of this Article, a "Change in Control of the Corporation" shall be
deemed to have occurred upon the first to occur of the following events:
i) any "person," as such term is used in Sections 13 (d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the corporation, any trustee or other fiduciary
holding securities under an employee benefit plan of the
corporation or any subsidiary of the corporation, or any
corporation owned, directly or
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indirectly, by the stockholders of the corporation in
substantially the sairne proportions as their ownership of
stock of the corporation), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the corporation
representing 30 percent or more of the combined voting power
of the corporation's then outstanding securities;
ii) at any time during any period of two consecutive years,
individuals, who at the beginning of such period constitute.
the Board, and. any new director (other than a director
designated by a person who has entered into an agreement with
the corporation to effect a transaction described in
Subsection (i), (iii) or (iv) of this Section) whose election
by the Board or nomination for election by the corporation's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors at the beginning of the period or whose
election or nomination for election was previously so approved
cease for any reason to constitute at least a majority
thereof,
iii) the stockholders of the corporation approve a merger or
consolidation of the corporation with any other corporation,
other than (1) a merger or consolidation which would result in
the voting securities of the corporation outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50 percent of
the combined voting power of the voting securities of the
corporation or such surviving entity outstanding immediately
after such merger or consolidation or (2) a merger or
consolidation effected to implement a recapitalization of the
corporation (or similar transaction) in which no person
acquires 50 percent or more of the combined voting power of
the corporation's then outstanding securities, or
iv) the stockholders of the corporation approve a plan of complete
liquidation of the corporation or an agreement for the sale or
disposition by the corporation of all or substantially all of
the corporation's assets.
Section B. Expenses. Expenses, including attorneys' fees, incurred by a
person referred to in Section A of this Article in defending or otherwise being
involved in a proceeding shall be paid by the corporation in advance of the
final disposition of such proceeding, including any appeal therefrom, upon
receipt of an undertaking (the "Undertaking") by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
Section C. Right of Claimant to Bring Suit. If a claim for
indemnification is not paid in full by the corporation within sixty (60) days
after a written claim has been received by the corporation or if expenses
pursuant to Section B hereof have not been advanced within ten (10) days after a
written request for such advancement accompanied by the Undertaking has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim or the
advancement of expenses. (If the claimant is successful, in whole or in part, in
such suit or any other suit to enforce a right for expenses or indemnification
against the corporation or any other party under any other agreement, such
claimant shall also be entitled to be paid the reasonable expense of prosecuting
such claim.) It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required Undertaking has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the IBCL for the corporation to
indemnify the claimant for the amount claimed. After a Change in Control, the
burden of proving such defense shall be on the corporation, and any
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant had not met the applicable
standard of conduct required under the IBCL shall not be a defense to the action
nor create a presumption that claimant had not met such applicable standard of
conduct,
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Section D. Non-Exclusivity of Rights. The rights conferred on any person
by this Article shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement vote of stockholders or disinterested directors
or otherwise. The Board of Directors shall have the authority, by resolution,
to provide for such other indemnification of directors, officers, employees or
agents as it shall deem appropriate.
Section E. Insurance. The corporation may purchase and maintain
insurance to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expenses, liabilities or losses, whether or not the
corporation would have the power to indemnify such person against such expenses,
liabilities or losses under the IBCL.
Section F. Enforceability. The provisions of this Article shall be
applicable to all proceedings commenced after its adoption, whether such arise
out of events, acts, omissions or circumstances which occurred or existed prior
or subsequent to such adoption, and shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person. This Article shall be deemed to
grant each person who, at any time that this Article is in effect, serves or
agrees to serve in any capacity which entitles him to indemnification hereunder
rights against the corporation to enforce the provisions of this Article, and
any repeal or other modification of this Article or any repeal or modification
of the IBCL or any other applicable law shall not limit any rights of
indemnification then existing or arising out of events, acts, omissions,
circumstances occurring or existing prior to such repeal or modification,
including, without limitation, the right to indemnification for proceedings
commenced after such repeal or modification to enforce this Article with regard
to acts, omissions, events or circumstances occurring or existing prior to such
repeal or modification.
Section G. Severability. If this Article or any portion hereof shall
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer of the
corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the full extent permitted by applicable law.
9