EXHIBIT 3.24
CODE OF BY-LAWS
OF
LAKE AVENUE DIALYSIS CENTER, P.C.
ARTICLE I
---------
Identification
--------------
Section 1.01. Name. The name of the Corporation is Lake Avenue Dialysis
------------ ----
Center, P.C. (hereinafter referred to as the "Corporation").
Section 1.02. Principal Office and Resident Agent. The post office
------------ -----------------------------------
address of the principal office of the Corporation is 3515 Lake Avenue, Fort
Wayne, Indiana 46805, and the name and post office address of its resident agent
in charge of such office is Dr. Claudia C. Cabaluna, 3515 Lake Avenue, Fort
Wayne, Indiana 46805.
Section 1.03. Fiscal Year. The fiscal year of the Corporation shall be
------------ -----------
determined by the Board of Directors in consultation with the accountant for the
Corporation based upon the most beneficial tax treatment to be accorded to the
Corporation.
ARTICLE II
----------
Shares of Stock
---------------
Section 2.01. Consideration for Shares. The Board of Directors shall
------------ ------------------------
cause the Corporation to issue the shares of stock of the Corporation for such
consideration as has been fixed by such Board pursuant to the provisions of the
Articles of Incorporation.
Section 2.02. Payment for Shares. Subject to the provisions of the
------------ ------------------
Articles of Incorporation, the consideration for the issuance of shares of stock
of the Corporation may be paid, in whole or in part, in money, in other
property, tangible or intangible, or in labor actually performed for, or
services actually rendered to, the Corporation; provided, however, that the part
of the surplus of a corporation which is transferred to stated capital upon the
issuance of shares as a share dividend shall be deemed to be the consideration
for the issuance of such shares. When payment of the consideration for which a
share was authorized to be issued shall have been received by the Corporation,
or when surplus shall have been transferred to stated capital upon the issuance
of a share dividend, such share shall be declared and taken to be fully paid and
not liable to any further call or assessment, and the holder thereof shall not
be liable for any further payments thereon. In the absence of
actual fraud in the transaction, the judgment of the Board of Directors as to
the value of such property, labor or services received as the consideration, or
the value placed by the Board of Directors upon the corporate assets in the
event of a share dividend shall be conclusive. Promissory notes, uncertified
checks or future services shall not be accepted in payment or par payment of any
of the shares of the Corporation except as authorized by The Indiana General
Corporation Act, as amended (hereinafter referred to as the "Act").
Section 2.03. Certificates for Shares. As from time to time provided in
------------ -----------------------
the Act, each shareholder shall be entitled to a certificate certifying the
number of shares owned by such shareholder in the Corporation.
Section 2.04. Transfer of Shares. The shares of the Corporation shall be
------------ ------------------
transferrable on the books of the Corporation upon compliance with the Act and
any other applicable state of federal law; upon the surrender of any certificate
or certificates representing such shares, properly endorsed or otherwise
transferred by the registered holder or by a duly authorized attorney or other
personal representative; and upon any such verification of signatures or
authority to transfer as may be legally and reasonably required by the Board of
Directors or the President.
Section 2.05. Equitable Interests in Shares Need Not be Recognized. The
------------ ----------------------------------------------------
Corporation and its officers shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof,
and accordingly shall not be required to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person or
persons, whether or not express notice thereof shall have been given the
Corporation, save as expressly provided to the contrary by the laws of Indiana,
the Articles of Incorporation of the Corporation and these By-Laws.
ARTICLE III
-----------
Meetings of Shareholders
------------------------
Section 3.01. Place of Meetings. All meetings of the shareholders of the
------------ -----------------
Corporation shall be held at such place within or without the State of Indiana,
as may be specified in the respective notices or waivers of notice thereof, or
proxies to represent the shareholders thereat.
Section 3.02. Annual Meetings. The annual meeting of the shareholders for
------------ ---------------
the election of directors, and for the transaction of such other business as may
properly come before the meeting shall be held within five (5) months after the
close of each fiscal year of the Corporation. Failure to hold the
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annual meeting at the designated time shall not work any forfeiture or a
dissolution of the Corporation.
Section 3.03. Special Meetings. Special meetings of the shareholders may be
------------ ----------------
called by the President, by the Board of Directors, or by shareholders holding
not less than one-fourth of all the shares of stock outstanding.
Section 3.04. Notice of Meetings. A written or printed notice, stating the
------------ ------------------
place, day and hour of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Secretary or by the officers or persons calling the meeting, to
each holder of the capital stock of the Corporation at the time entitled to
vote, at such address as appears upon the records of the Corporation, at least
ten (10) days before the date of the meeting. Notice of any such 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 shall constitute
a waiver of notice of such meeting unless the shareholder states his objection
to such lack of notice to the chairman of the meeting before a vote is taken on
any matter during which such shareholder is present, and in such event the
objection shall be entered by the secretary of the meeting in the minutes of the
meeting. The objecting shareholder must reduce to writing his objection to such
lack of notice and forward copies of same to the Secretary and President of the
Corporation within twenty-four (24) hours after the meeting is adjourned.
Section 3.05. Voting at Meetings.
------------ ------------------
Clause 3.051. Voting Rights. Except as otherwise provided by law or by
------------ -------------
the provisions of the Articles of Incorporation, every holder of shares of stock
of the Corporation shall have the right at all meetings of the shareholders of
the Corporation to one (1) vote for each share of stock standing in his name on
the books of the Corporation.
Clause 3.052. Proxies. A shareholder may vote, either in person or by
------------ -------
proxy executed in writing by the shareholder or a duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution, unless a longer time is expressly provided therein.
Clause 3.053. Quorum. Unless otherwise provided by the Articles of
------------ ------
Incorporation, at any meeting of the shareholders, a majority of the shares of
the stock outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum.
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ARTICLE IV
----------
The Board of Directors
----------------------
Section 4.01. Annual Meeting. The Board of Directors shall meet each year
------------ --------------
immediately after the annual meeting of the shareholders, at the place where
such meeting of the shareholders has been held, for the purpose of organization,
election of officers and consideration of any other business that may be brought
before the meeting. No notice shall be necessary for the holding of this annual
meeting. If such meeting is not held as above provided, the election of officers
may be had at any subsequent meeting of the Board specifically called in the
manner provided in Section 4.02 of this Article and such officers of the
Corporation shall hold office until their successors are elected and qualified
at such subsequent meeting.
Section 4.02. Other Meetings. Other meetings of the Board of Directors may
------------ --------------
be held upon the call of the President, or of two or more members of the Board
of Directors, at any place within or without the State of Indiana, upon
forty-eight (48) hours notice, specifying the time, place, and general purposes
of the meeting, given to each director, either personally, by mailing or by
telegram. At any meeting at which all directors are present, notice of the time,
place and purpose thereof shall be deemed waived; and similar notice may
likewise be waived by absent directors, either by written instrument or by
telegram.
Section 4.03. Quorum. At any meeting of the Board of Directors, the
------------ ------
presence of a majority of the members of the Board of Directors then qualified
and acting shall constitute a quorum for the transaction of any business except
the filing of vacancies in the Board of Directors.
Section 4.04. Removal. Any director may be removed, either for or without
------------ -------
cause, at any special meeting of shareholders called for that purpose by the
affirmative vote of a majority in number of shares of the shareholders of record
present in person or by proxy and entitled to vote for the election of such
director, if notice of the intention to act upon such matter shall have been
given in the notice calling such meeting. If the notice calling such meeting
shall so provide, the vacancy caused by such removal may be filled at such
meeting by vote of a majority of the shareholders present and entitled to vote
for the election of directors.
Section 4.05. Compensation of Directors. The Board of Directors is
------------ -------------------------
empowered and authorized to fix and determine the compensation of directors for
attendance at meetings of the Board and additional compensation for such
additional services any of such directors may perform for the Corporation.
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ARTICLE V
---------
The Officers of the Corporation
-------------------------------
Section 5.01. Officers. The officers of the Corporation shall consist of
------------ --------
a President, a Secretary and a Treasurer. In addition, the Corporation may have
as officers one or more Vice Presidents, Assistant Secretaries or Assistant
Treasurers. Any two or more offices may be held by the same person. The Board
of Directors by resolution may create and define the duties of other offices in
the Corporation, and may elect or appoint persons to fill such offices.
Section 5.02. Vacancies. Whenever any vacancies shall occur in any office
------------ ---------
by death, resignation, increase in the number of offices of the Corporation or
otherwise, the same shall be filled by the Board of Directors, and the officer
so elected shall hold office until his successor is chosen and qualified.
Section 5.03. The President. The President shall be chosen from among the
------------ -------------
Board of Directors and shall be responsible for the active executive management
of the operations of the Corporation subject to the control of the Board of
Directors; shall preside at all meetings of the shareholders and the directors;
shall discharge all the duties which devolve upon a presiding officer; and
shall perform such other duties as this Code of By-Laws provides or the Board of
Directors may prescribe.
The President shall have full authority to execute proxies on behalf of the
Corporation, vote stock owned by it in any other corporation and execute, with
the Secretary, powers of attorney appointing other corporation, partnerships or
individuals the agent of the Corporation, all subject to the provisions of The
Indiana General Corporation Act of 1929, as amended, the Articles of
Incorporation of the Corporation, and this Code of By-Laws.
Section 5.04. Vice President. A Vice President shall perform all duties
------------ --------------
incumbent upon the President during any absence or disability of the President,
and perform such other duties as this Code of By-Laws may require or the Board
of Directors may prescribe.
Section 5.05. The Secretary and Assistant Secretary. The Secretary shall
------------ -------------------------------------
have the custody and care of the corporate seal, records, minutes and stock
books of the Corporation. He shall attend all meetings of the shareholders and
of the Board of Directors, and shall keep, or cause to be kept in a book
provided for the purpose, a true and complete record of the proceedings of such
meetings, and shall perform a like duty for all standing committees appointed by
the Board of Directors, when required. He shall attend to the giving and serving
of all notices of the Corporation, shall file and take charge of all papers and
documents belonging to the Corporation, and shall perform such
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other duties as this Code of By-Laws may require or the Board of Directors may
prescribe.
The Assistant Secretary shall perform all duties incumbent upon the
Secretary during any absence or disability of the Secretary, and perform such
other duties as this Code of By-Laws may require or the Board of Directors may
prescribe.
Section 5.06. The Treasurer and Assistant Treasurer. The Treasurer shall
------------ -------------------------------------
keep correct and complete records of account, showing accurately at all times
the financial condition of the Corporation. He shall be the legal custodian of
all moneys, notes, securities and other valuables which may from time to time
come into the possession of the Corporation. He shall immediately deposit all
funds of the Corporation coming into his hands in some reliable bank or other
depositary to be designated by the Board of Directors, and shall keep such bank
account in the name of the Corporation. He shall furnish at meetings of the
Board of Directors, or whenever requested, a statement of the financial
condition of the Corporation, and shall perform such other duties as this Code
of By-Laws may require or the Board of Directors may prescribe. The Treasurer
may be required to furnish bond in such amount as shall be determined by the
Board of Directors.
The Assistant Treasurer shall perform all duties incumbent upon the
Treasurer during any absence or disability of the Treasurer, and perform such
other duties as this Code of By-Laws may require or the Board of Directors may
prescribe.
Section 5.07. Delegation of Authority. In case of the absence of any
------------ -----------------------
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may delegate the powers or duties of
such officer to any other officer or to any director, for the time being,
provided a majority of the entire Board of Directors concurs therein.
ARTICLE VI
----------
Corporate Books
---------------
Section 6.01. Place of Keeping, in General. Except as otherwise provided
------------ ----------------------------
by the laws of the State of Indiana, by the Articles of Incorporation of the
Corporation or by these By-Laws, the books and records of the Corporation may be
kept at such place of places, within or without the State of Indiana, as the
Board of Directors may from time to time by resolution determine.
Section 6.02. Stock Register or Transfer Book. The Corporation shall keep
------------ -------------------------------
at its principal office an original or duplicate stock register or transfer
book, or, in case the
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Corporation employs a stock registrar or transfer agent in this or any other
state, the Corporation shall keep at its principal office a complete and
accurate shareholders' list, alphabetically arranged, giving the names and
addresses of all shareholders and the number and classes of shares held by each.
ARTICLE VII
-----------
Contracts, Checks, Notes, Etc.
------------------------------
Section 7.01. In General. All contracts and agreements authorized by the
------------ ----------
Board of Directors, and all checks, drafts, notes, bonds, bills of exchange and
orders for the payment of money, shall, unless otherwise directed by the Board
of Directors or unless otherwise required by law, be signed by any two of the
following officers who are different persons: President, Vice President,
Treasurer or Secretary. The Board of Directors may, however, authorize any one
of such officers to sign checks, drafts and orders for the payment of money
singly and without necessity of countersignature, and may designate employees of
the Corporation, other than those named above who may, in the name of the
Corporation, execute drafts, checks and orders for the payment of money in its
behalf.
ARTICLE VIII
------------
Amendments
----------
Section 8.01. In General. The powers to make, alter, amend or repeal this
------------ ----------
Code of By-laws is vested in the Board of Directors but such action shall be
taken only at a meeting of the Board of Directors specifically called for that
purpose.
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CODE OF BY-LAWS
OF
LAKE AVENUE DIALYSIS CENTER, P.C.
ARTICLE I
---------
Identification
--------------
Section 1.01. Name. The name of the Corporation is Lake Avenue Dialysis
------------ ----
Center, P.C. (hereinafter referred to as the "Corporation").
Section 1.02. Principal Office and Resident Agent. The post office address
------------ -----------------------------------
of the principal office of the Corporation is 3515 Lake Avenue, Fort Wayne,
Indiana 46805, and the name and post office address of its resident agent in
charge of such office is Dr. Claudia C. Cabaluna, 3515 Lake Avenue, Fort Wayne,
Indiana 46805.
Section 1.03. Fiscal Year. The fiscal year of the Corporation shall be
------------ -----------
determined by the Board of Directors in consultation with the accountant for the
Corporation based upon the most beneficial tax treatment to be accorded to the
Corporation.
ARTICLE II
----------
Shares of Stock
---------------
Section 2.01. Consideration for Shares. The Board of Directors shall cause
------------ ------------------------
the Corporation to issue the shares of stock of the Corporation for such
consideration as has been fixed by such Board pursuant to the provisions of the
Articles of Incorporation.
Section 2.02. Payment for Shares. Subject to the provisions of the Articles
------------ ------------------
of Incorporation, the consideration for the issuance of shares of stock of the
Corporation may be paid, in whole or in part, in money, in other property,
tangible or intangible, or in labor actually performed for, or services actually
rendered to, the Corporation; provided, however, that the part of the surplus of
a corporation which is transferred to stated capital upon the issuance of shares
as a share dividend shall be deemed to be the consideration for the issuance of
such shares. When payment of the consideration for which a share was authorized
to be issued shall have been received by the Corporation, or when surplus shall
have been transferred to stated capital upon the issuance of a share dividend,
such share shall be declared and taken to be fully paid and not liable to any
further call or assessment, and the holder thereof shall not be liable for any
further payments thereon. In the absence of
actual fraud in the transaction, the judgement of the Board of Directors as to
the value of such property, labor or services received as the consideration, or
the value placed by the Board of Directors upon the corporate assets in the
event of a share dividend shall be conclusive. Promissory notes, uncertified
checks or future services shall not be accepted in payment or par payment of any
of the shares of the Corporation except as authorized by The Indiana General
Corporation Act, as amended (hereinafter referred to as the "Act").
Section 2.03. Certificates for Shares. As from time to time provided in
------------ -----------------------
the Act, each shareholder shall be entitled to a certificate certifying the
number of shares owned by such shareholder in the Corporation.
Section 2.04. Transfer of Shares. The shares of the Corporation shall be
------------ ------------------
transferrable on the books of the Corporation upon compliance with the Act and
any other applicable state of federal law; upon the surrender of any certificate
or certificates representing such shares, properly endorsed or otherwise
transferred by the registered holder or by a duly authorized attorney or other
personal representative; and upon any such verification of signatures or
authority to transfer as may be legally and reasonably required by the Board of
Directors or the President.
Section 2.05. Equitable Interests in Shares Need Not be Recognized. The
------------ ----------------------------------------------------
Corporation and its officers shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof,
and accordingly shall not be required to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person or
persons, whether or not express notice thereof shall have been given the
Corporation, save as expressly provided to the contrary by the laws of Indiana,
the Articles of Incorporation of the Corporation and these By-Laws.
ARTICLE III
-----------
Meetings of Shareholders
------------------------
Section 3.01. Place of Meetings. All meetings of the shareholders of the
------------ -----------------
Corporation shall be held at such place within or without the State of Indiana,
as may be specified in the respective notices or waivers of notice thereof, or
proxies to represent the shareholders thereat.
Section 3.02. Annual Meetings. The annual meeting of the shareholders for
------------ ---------------
the election of directors, and for the transaction of such other business as may
properly come before the meeting shall be held within five (5) months after the
close of each fiscal year of the Corporation. Failure to hold the
-2-
annual meeting at the designated time shall not work any forfeiture or a
dissolution of the Corporation.
Section 3.03. Special Meetings. Special meetings of the shareholders may
------------ ----------------
be called by the President, by the Board of Directors, or by shareholders
holding not less than one-fourth of all the shares of stock outstanding.
Section 3.04. Notice of Meetings. A written or printed notice, stating
------------ ------------------
the place, day and hour of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Secretary or by the officers or persons calling the meeting, to
each holder of the capital stock of the Corporation at the time entitled to
vote, at such address as appears upon the records of the Corporation, at least
ten (10) days before the date of the meeting. Notice of any such 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 shall constitute
a waiver of notice of such meeting unless the shareholder states his objection
to such lack of notice to the chairman of the meeting before a vote is taken on
any matter during which such shareholder is present, and in such event the
objection shall be entered by the secretary of the meeting in the minutes of the
meeting. The objecting shareholder must reduce to writing his objection to such
lack of notice and forward copies of same to the Secretary and President of the
Corporation within twenty-four (24) hours after the meeting is adjourned.
Section 3.05. Voting at Meetings.
------------ ------------------
Clause 3.051. Voting Rights. Except as otherwise provided by law or
------------ -------------
by the provisions of the Articles of Incorporation, every holder of shares of
stock of the Corporation shall have the right at all meetings of the
shareholders of the Corporation to one (1) vote for each share of stock standing
in his name on the books of the Corporation.
Clause 3.052. Proxies. A shareholder may vote, either in person or
------------ -------
by proxy executed in writing by the shareholder or a duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution, unless a longer time is expressly provided therein.
Clause 3.053. Quorum. Unless otherwise provided by the Articles of
------------ ------
Incorporation, at any meeting of the shareholders, a majority of the shares of
the stock outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum.
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ARTICLE IV
----------
The Board of Directors
----------------------
Section 4.01. Annual Meeting. The Board of Directors shall meet each year
------------ --------------
immediately after the annual meeting of the shareholders, at the place where
such meeting of the shareholders has been held, for the purpose of
organization, election of officers and consideration of any other business that
may be brought before the meeting. No notice shall be necessary for the holding
of this annual meeting. If such meeting is not held as above provided, the
election of officers may be had at any subsequent meeting of the Board
specifically called in the manner provided in Section 4.02 of this Article and
such officers of the Corporation shall hold office until their successors are
elected and qualified at such subsequent meeting.
Section 4.02. Other Meetings. Other meetings of the Board of Directors
------------ --------------
may be held upon the call of the President, or of two or more members of the
Board of Directors, at any place within or without the State of Indiana, upon
forty-eight (48) hours notice, specifying the time, place, and general purposes
of the meeting, given to each director, either personally, by mailing or by
telegram. At any meeting at which all directors are present, notice of the time,
place and purpose thereof shall be deemed waived; and similar notice may
likewise be waived by absent directors, either by written instrument or by
telegram.
Section 4.03. Quorum. At any meeting of the Board of Directors, the
------------ ------
presence of a majority of the members of the Board of Directors then qualified
and acting shall constitute a quorum for the transaction of any business except
the filling of vacancies in the Board of Directors.
Section 4.04. Removal. Any director may be removed, either for or without
------------ -------
cause, at any special meeting of shareholders called for that purpose by the
affirmative vote of a majority in number of shares of the shareholders of record
present in person or by proxy and entitled to vote for the election of such
director, if notice of the intention to act upon such matter shall have been
given in the notice calling such meeting. If the notice calling such meeting
shall so provide, the vacancy caused by such removal may be filled at such
meeting by vote of a majority of the shareholders present and entitled to vote
for the election of directors.
Section 4.05. Compensation of Directors. The Board of Directors is
------------ -------------------------
empowered and authorized to fix and determine the compensation of directors for
attendance at meetings of the Board and additional compensation for such
additional services any of such directors may perform for the Corporation.
-4-
ARTICLE V
---------
The Officers of the Corporation
-------------------------------
Section 5.01. Officers. The officers of the Corporation shall consist of
------------ --------
a President, a Secretary and a Treasurer. In addition, the Corporation may have
as officers one or more Vice Presidents, Assistant Secretaries or Assistant
Treasurers. Any two or more offices may be held by the same person. The Board of
Directors by resolution may create and define the duties of other offices in the
Corporation, and may elect or appoint persons to fill such offices.
Section 5.02. Vacancies. Whenever any vacancies shall occur in any office
------------ ---------
by death, resignation, increase in the number of offices of the Corporation or
otherwise, the same shall be filled by the Board of Directors, and the officer
so elected shall hold office until his successor is chosen and qualified.
Section 5.03. The President. The President shall be chosen from among the
------------ -------------
Board of Directors and shall be responsible for the active executive management
of the operations of the Corporation subject to the control of the Board of
Directors; shall preside at all meetings of the shareholders and the directors;
shall discharge all the duties which devolve upon a presiding officer; and shall
perform such other duties as this Code of By-Laws provides or the Board of
Directors may prescribe.
The President shall have full authority to execute proxies on behalf of the
Corporation, vote stock owned by it in any other corporation and execute, with
the Secretary, powers of attorney appointing other corporations, partnerships or
individuals the agent of the Corporation, all subject to the provisions of The
Indiana General Corporation Act of 1929, as amended, the Articles of
Incorporation of the Corporation, and this Code of By-Laws.
Section 5.04. Vice President. A Vice President shall perform all duties
------------ --------------
incumbent upon the President during any absence or disability of the President,
and perform such other duties as this Code of By-Laws may require or the Board
of Directors may prescribe.
Section 5.05. The Secretary and Assistant Secretary. The Secretary shall
------------ -------------------------------------
have the custody and care of the corporate seal, records, minutes and stock
books of the Corporation. He shall attend all meetings of the shareholders and
of the Board of Directors, and shall keep, or cause to be kept in a book
provided for the purpose, a true and complete record of the proceedings of such
meetings, and shall perform a like duty for all standing committees appointed by
the Board of Directors, when required. He shall attend to the giving and serving
of all notices of the Corporation, shall file and take charge of all papers and
documents belonging to the Corporation, and shall perform such
-5-
other duties as this Code of By-Laws may require or the Board of Directors may
prescribe.
The Assistant Secretary shall perform all duties incumbent upon the
Secretary during any absence or disability of the Secretary, and perform such
other duties as this Code of By-Laws may require or the Board of Directors may
prescribe.
SECTION 5.06. The Treasurer and Assistant Treasurer. The Treasurer shall
------------ -------------------------------------
keep correct and complete records of account, showing accurately at all times
the financial condition of the Corporation. He shall be the legal custodian of
all moneys, notes, securities and other valuables which may from time to time
come into the possession of the Corporation. He shall immediately deposit all
funds of the Corporation coming into his hands in some reliable bank or other
depositary to be designated by the Board of Directors, and shall keep such bank
account in the name of the Corporation. He shall furnish at meetings of the
Board of Directors, or whenever requested, a statement of the financial
condition of the Corporation, and shall perform such other duties as this Code
of By-Laws may require or the Board of Directors may prescribe. The Treasurer
may be required to furnish bond in such amount as shall be determined by the
Board of Directors.
The Assistant Treasurer shall perform all duties incumbent upon the
Treasurer during any absence or disability of the Treasurer, and perform such
other duties as this Code of By-Laws may require or the Board of Directors may
prescribe.
Section 5.07. Delegation of Authority. In case of the absence of any
------------ -----------------------
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may delegate the powers duties of
such officer to any other officer or to any director, for the time being,
provided a majority of the entire Board of Directors concurs therein.
ARTICLE VI
----------
Corporate Books
---------------
Section 6.01. Place of Keeping, in General. Except as otherwise provided
------------ ----------------------------
by the laws of the State of Indiana, by the Articles of Incorporation of the
Corporation or by these By-Laws, the books and records of the Corporation may be
kept at such place or places, within or without the State of Indiana, as the
Board of Directors may from time to time by resolution determine.
Section 6.02. Stock Register or Transfer Book. The Corporation shall keep
------------ -------------------------------
at its principal office an original or duplicate stock register or transfer
book, or, in case the
-6-
Corporation employs a stock registrar or transfer agent in this or any other
state, the Corporation shall keep at its principal office a complete and
accurate shareholders' list, alphabetically arranged, giving the names and
addresses of all shareholders and the number and classes of shares held by each.
ARTICLE VII
-----------
Contracts, Checks, Notes, Etc.
------------------------------
Section 7.01. In General. All contracts and agreements authorized by the
------------ ----------
Board of Directors, and all checks, drafts, notes, bonds, bills of exchange and
orders for the payment of money, shall, unless otherwise directed by the Board
of Directors or unless otherwise required by law, be signed by any two of the
following officers who are different persons: President, Vice President,
Treasurer or Secretary. The Board of Directors may, however, authorize any one
of such officers to sign checks, drafts and orders for the payment of money
singly and without necessity of countersignature, and may designate employees of
the Corporation, other than those named above who may, in the name of the
Corporation, execute drafts, checks and orders for the payment of money in its
behalf.
ARTICLE VIII
------------
Amendments
----------
Section 8.01. In General. The powers to make, alter, amend or repeal this
------------ ----------
Code of By-Laws is vested in the Board of Directors but such action shall be
taken only at a meeting of the Board of Directors specifically called for that
purpose.
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