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EXHIBIT 3-B
BY-LAWS
OF
BINDLEY WESTERN INDUSTRIES, INC.
(As last amended effective February 8, 1996)
ARTICLE I
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Meetings of Shareholders
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Section 1.1. Annual Meetings. Annual meetings of the
shareholders of the Corporation shall be held on the third Thursday of May of
each year, at such hour and at such place within or without the State of
Indiana as shall be designated by the Board of Directors. In the absence of
designation, the meeting shall be held at the principal office of the
Corporation at 10:00 a.m. (local time). The Board of Directors may, by
resolution, change the date or time of such annual meeting. If the day fixed
for any annual meeting of shareholders shall fall on a legal holiday, then such
annual meeting shall be held on the first following day that is not a legal
holiday.
Section 1.2. Special Meetings. Special meetings of the
shareholders of the Corporation may be called at any time by the Board of
Directors or the Chairman of the Board and shall be called by the Board of
Directors if the Secretary received written, dated and signed demands for a
special meeting, describing in reasonable detail the purpose or purposes for
which it is to be held, from the holders of shares representing at least
twenty-five percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting. If the Secretary
received one (1) or more proper written demands for a special meeting of
shareholders, the Board of Directors may set a record date for determining
shareholders entitled to make such demand. The Board of Directors or the
Chairman of the Board, as the case may be, calling a special meeting of
shareholders shall set the date, time and place of such meeting, which may be
held within or without the State of Indiana.
Section 1.3. Notices. A written notice, stating the date,
time and place of any meeting of the shareholders, and in the case of a special
meeting the purpose or purposes for which such meeting is called, shall be
delivered or mailed by the Secretary of the Corporation, to each shareholder of
record of the Corporation entitled to notice of or to vote at such meeting no
fewer than ten (10) nor more than sixty (60) days before the date of the
meeting. In the event of a special meeting of shareholders required to be
called as the result of a demand therefor made by shareholders, such notice
shall be given no later than the sixtieth (60th) day after the Corporation's
receipt of the demand requiring the meeting to be called. Notice of
shareholders' meetings, if mailed, shall be mailed, postage
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prepaid, to each shareholder at his address shown in the Corporation's current
record of shareholders.
Notice of a meeting of shareholders shall be given to
shareholders not entitled to vote, but only if a purpose for the meeting is to
vote on any amendment to the Corporation's Restated Articles of Incorporation,
merger or share exchange to which the Corporation would be a party, sale of the
Corporation's assets, dissolution of the Corporation, or consideration of
voting rights to be accorded to shares acquired or to be acquired in a "control
share acquisition" (as such term is defined in the Indiana Business Corporation
Law). Except as required by the foregoing sentence or as otherwise required by
the Indiana Business Corporation Law or the Corporation's Restated Articles of
Incorporation, notice of a meeting of shareholders is required to be given only
to shareholders entitled to vote at the meeting.
A shareholder or his proxy may at any time waive notice of a meeting if
the waiver is in writing and is delivered to the corporation for inclusion in
the minutes or filing with the Corporation's records. A shareholder's
attendance at a meeting, whether in person or by proxy, (a) waives objection to
lack of notice or defective notice of the meeting, unless the shareholder or
his proxy at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) waives objection to consideration
of a particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless the shareholder or his proxy
objects to considering the matter when it is presented. Each shareholder who
has in the manner above provided waived notice or objection to notice of a
shareholders' meeting shall be conclusively presumed to have been given due
notice of such meeting, including the purpose or purposes thereof.
If an annual or special shareholders' meeting is adjourned to
a different date, time or place, notice need not be given of the new date, time
or place if the new date, time or place is announced at the meeting before
adjournment, unless a new record date is or must be established for the
adjourned meeting.
Section 1.4. Voting. Except as otherwise provided by the
Indiana Business Corporation Law or the Corporation's Restated Articles of
Incorporation, each share of the capital stock of any class of the Corporation
that is outstanding at the record date established for any annual or special
meeting of shareholders and is outstanding at the time of and represented in
person or by proxy at the annual or special meeting, shall entitle the record
holder thereof, or his proxy, to one (1) vote on each matter voted on at the
meeting.
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Section 1.5. Quorum. Unless the Corporation's Restated
Articles of Incorporation or the Indiana Business Corporation Law provide
otherwise, at all meetings of shareholders a majority of the votes entitled to
be cast on a matter, represented in person or by proxy, constitutes a quorum
for action on the matter. Action may be taken at a shareholders' meeting only
on matters with respect to which a quorum exists; provided, however, that any
meeting of shareholders, including annual and special meetings and any
adjournments thereof, may be adjourned to a later date although less than a
quorum is present. Once a share is represented for any purpose at a meeting,
it is deemed present for quorum purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is or must be set
for that adjourned meeting.
Section 1.6. Vote Required to Take Action. If a quorum exists
as to a matter to be considered at a meeting of shareholders, action on such
matter (other than the election of Directors) is approved if the votes properly
cast favoring the action exceed the votes properly cast opposing the action,
except as the Corporation's Restated Articles of Incorporation or the Indiana
Business Corporation Law require a greater number of affirmative votes.
Directors shall be elected by a plurality of the votes properly cast.
Section 1.7. Record Date. Only such persons shall be
entitled to notice of or to vote, in person or by proxy, at any shareholders'
meeting as shall appear as shareholders upon the books of the Corporation as of
such record date as the Board of Directors shall determine, which date may not
be earlier than the date seventy (70) days immediately preceding the meeting.
In the absence of such determination, the record date shall be the fiftieth
(50th) day immediately preceding the date of such meeting. Unless otherwise
provided by the Board of Directors, shareholders shall be determined as of the
close of business on the record date.
Section 1.8. Proxies. A shareholder may vote his shares
either in person or by proxy. A shareholder may appoint a proxy to vote
or otherwise act for the shareholder (including authorizing the proxy to
receive, or to waive, notice of any shareholders' meetings within the effective
Period of such proxy) by signing an appointment form, either personally or by
the shareholder's attorney-in-fact. An appointment of a proxy is effective
when received by the Secretary or other officer or agent authorized to tabulate
votes and is effective for eleven (11) months unless a shorter or longer period
is expressly provided in the appointment form. The proxy's authority may be
limited to a particular meeting or may be general and authorize the proxy to
represent the shareholder at any meeting of shareholders held within the time
provided in the appointment
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form. Subject to the Indiana Business Corporation Law and to any
express limitation on the proxy's authority appearing on the face of the
appointment form, the Corporation is entitled to accept the proxy's vote or
other action as that of the shareholder making the appointment.
Section 1.9 Removal of Directors. Any or all of the members
of the Board of Directors may be removed, with or without cause, only at a
meeting of the shareholders called expressly for that purpose, by a vote of the
holders of shares representing a majority of the votes then entitled to be cast
at an election of Directors.
Section 1.10. Participation by Conference Telephone. The
Chairman of the Board or the Board of Directors may permit any or all
shareholders to participate in an annual or special meeting of shareholders by,
or through the use of, any means of communication, such as conference
telephone, by which all shareholders participating may simultaneously hear each
other during the meeting. A shareholder participating in a meeting by such
means shall be deemed to be present in person at the meeting.
ARTICLE II
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Directors
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Section 2.1. Number and Terms. The business and affairs of
the Corporation shall be managed under the direction of a Board of Directors
consisting of eleven (11) Directors. Each Director shall be elected for a term
of office to expire at the annual meeting of shareholders next following his
election.
Despite the expiration of a Director's term, the Director
shall continue to serve until his successor is elected and qualified, or until
the earlier of his death, resignation, disqualification or removal, or until
there is a decrease in the number of Directors. Any vacancy occurring in the
Board of Directors, from whatever cause arising, shall be filled by selection
of a successor by a majority vote of the remaining members of the Board of
Directors (although less than a quorum); provided, however, that if such
vacancy or vacancies leave the Board of Directors with no members or if the
remaining members of the Board are unable to agree upon a successor or
determine not to select a successor, such vacancy may be filled by a vote of
the shareholders at a special meeting called for that purpose or at the next
annual meeting of shareholders. The term of a Director elected or selected to
fill a vacancy shall expire at the end of the term for which such Director's
predecessor was elected.
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The Directors and each of them shall have no authority to bind
the Corporation except when acting as a Board.
Section 2.2. Quorum and Vote Required to Take Action. A
majority of the whole Board of Directors shall be necessary to constitute a
quorum for the transaction of any business, except the filling of vacancies.
If a quorum is present when a vote is taken, the affirmative vote of a majority
of the Directors present shall be the act of the Board of Directors, unless the
act of a greater number is required by the Indiana Business Corporation Law,
the Corporation's Restated Articles of Incorporation or these By-Laws.
Section 2.3. Annual and Regular Meetings. The Board of
Directors shall meet annually, without notice, immediately following the annual
meeting of the shareholders, for the purpose of transacting such business as
properly may come before the meeting. Other regular meetings of the Board of
Directors, in addition to said annual meeting, shall be held on such dates, at
such times and at such places as shall be fixed by resolution adopted by the
Board of Directors and specified in a notice of each such regular meeting, or
otherwise communicated to the Directors. The Board of Directors may at any
time alter the date for the next regular meeting of the Board of Directors.
Section 2.4. Special Meetings. Special meetings of the Board
of Directors may be called by any member of the Board of Directors upon not
less than twenty-four (24) hours' notice given to each Director of the date,
time and place of the meeting, which notice need not specify the purpose or
purposes of the special meeting. Such notice may be communicated in person
(either in writing or orally), by telephone, telegraph, teletype or other form
of wire or wireless communication, or by mail, and shall be effective at the
earlier of the time of its receipt or, if mailed, five (5) days after its
mailing. Notice of any meeting of the Board may be waived in writing at any
time if the waiver is signed by the Director entitled to the notice and is
filed with the minutes or corporate records. A Director's attendance at or
participation in a meeting waives any required notice to the Director of the
meeting, unless the Director at the beginning of the meeting (or promptly upon
the Director's arrival) objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to action taken at
the meeting.
Section 2.5. Written Consents. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if the action is taken by all members of the Board. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by each Director, and included in the minutes or filed
with the corporate
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records reflecting the action taken. Action taken under this Section 2.5 is
effective when the last Director signs the consent, unless the consent
specifies a different prior or subsequent effective date, in which cases the
action is effective on or as of the specified date. A consent signed under
this Section 2.5 shall have the same effect as a unanimous vote of all members
of the Board and may be described as such in any document.
Section 2.6. Participation by Conference Telephone. The
Board of Directors may permit any or all Directors to participate in a regular
or special meeting by, or through the use of, any means of communication, such
as conference telephone, by which all Directors participating may
simultaneously hear each other during the meeting. A Director participating in
a meeting by such means shall be deemed to be present in person at the meeting.
Section 2.7. Committees.
(a) The Board of Directors may create one (1) or more
committees and appoint members of the Board of Directors to serve on
them, by resolution of the Board of Directors adopted by a majority of
all the Directors in office when the resolution is adopted. Each
committee may have one (1) or more members, and all the members of a
committee shall serve at the pleasure of the Board of Directors.
(b) To the extent specified by the Board of Directors in
the resolution creating a committee, each committee may exercise all
of the authority of the Board of Directors; provided, however, that a
committee may not:
(1) authorize dividends or other distributions,
except a committee (or an executive officer of the
Corporation designated by the Board of Directors) may
authorize or approve a reacquisition of shares or other
distribution if done according to a formula or method, or
within a range, prescribed by the Board of Directors;
(2) approve or propose to shareholders action that
is required to be approved by shareholders;
(3) fill vacancies on the Board of Directors or on
any of its committees;
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(4) amend the Corporation's Restated Articles of
Incorporation under IC 23-1-38-2;
(5) adopt, amend, repeal, or waive provisions of
these By-Laws;
(6) approve a plan of merger not requiring
shareholder approval; or
(7) authorize or approve the issuance or sale or a
contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class
or series of shares, except the Board of Directors may
authorize a committee (or an executive officer of the
Corporation designated by the Board of Directors) to take
action described in this subdivision within limits
prescribed by the Board of Directors.
(c) Except to the extent inconsistent with the resolutions
creating a committee, Sections 2.1 through 2.6 of these By-Laws, which
govern meetings, action without meetings, notice and waiver of notice,
quorum and voting requirements and telephone participation in meetings
of the Board of Directors, apply to each committee and its members as
well.
ARTICLE III
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Officers
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Section 3.1. Designation, Selection and Terms. The officers
of the Corporation shall consist of the Chairman of the Board, the President,
the Senior Vice President, the Treasurer, the Secretary and the Controller.
The Board of Directors may also elect other Vice Presidents, Assistant
Secretaries, Assistant Treasurers, Assistant Controllers, and such other
officers or assistant officers as it may from time to time determine by
resolution creating the office and defining the duties thereof. In addition,
the Chairman of the Board or the President may, by a certificate of appointment
creating the office and defining the duties thereof delivered to the Secretary
for inclusion with the corporate records, from time to time create and appoint
such assistant officers as they deem desirable. The officers of the
Corporation shall be elected by the Board of Directors (or appointed by the
Chairman of the Board or the President as provided above) and need not be
selected from among the members of the Board of Directors, except for the
Chairman of the Board and the President who shall be members of
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the Board of Directors. Any two (2) or more offices may be held by the same
person. All officers shall serve at the pleasure of the Board of Directors
and, with respect to officers appointed by the Chairman of the Board or the
President, also at the pleasure of such officers. The election or appointment
of an officer does not itself create contract rights.
Section 3.2. Removal. The Board of Directors may remove any
officer at any time with or without cause. An officer appointed by the
Chairman of the Board or the President may also be removed at any time, with or
without cause, by either of such officers. Vacancies in such offices, however
occurring, may be filled by the Board of Directors at any meeting of the Board
of Directors (or by appointment by the Chairman of the Board or the President,
to the extent provided in Section 3.1 of these By-Laws).
Section 3.3. Chairman of the Board. The Chairman of the
Board shall be the chief executive and principal policy-making officer of the
Corporation. Subject to the authority of the Board of Directors, he shall
formulate the major policies to be pursued in the administration of the
Corporation's affairs. He shall study and make reports and recommendations to
the Board of Directors with respect to major problems and activities of the
Corporation and shall see that the established policies are placed into effect
and carried out under the direction of the President. The Chairman of the
Board shall, if present, preside at all meetings of the shareholders and of the
Board of Directors.
Section 3.4. President. Subject to the provisions of Section
3.3, the President shall be the chief operating officer of the Corporation,
shall exercise the powers and perform the duties which ordinarily appertain to
that office and shall manage and operate the business and affairs of the
Corporation in conformity with the policies established by the Board of
Directors and by the Chairman of the Board, or as may be provided for in these
By-Laws. In connection with the performance of his duties, he shall keep the
Chairman of the Board fully informed as to all phases of the Corporation's
activities. In the absence of the Chairman of the Board, the President shall
preside at meetings of the shareholders and of the Board of Directors.
Section 3.5. Senior Vice President - Treasurer. The Senior
Vice President - Treasurer shall be the chief treasury officer of the
Corporation and shall be responsible for the handling of the Corporation's
cash; property, plant and equipment; short and long-term debt, banking
relations; capital expenditures; and investment and portfolio management,
subject to the supervision and direction of the Chairman of the Board or the
President, and shall have and perform such further powers and
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duties as the Board of Directors may, from time to time, prescribe and as the
Chairman of the Board or the President may, from time to time, delegate to him.
Section 3.6. Vice Presidents. Each Vice President shall have
such powers and perform such duties as the Board of Directors may, from time to
time, prescribe and as the Chairman of the Board or the President may, from
time to time, delegate to him.
Section 3.7. Assistant Treasurer. In the absence or
inability of the Treasurer, the Assistant Treasurer, if any, shall perform only
such duties as are specifically assigned to him, in writing, by the Board of
Directors, the Chairman of the Board, the President, the Senior Vice President
or the Treasurer.
Section 3.8. Secretary. The Secretary shall be the custodian
of the books, papers and records of the Corporation and of its corporate seal,
if any, and shall be responsible for seeing that the Corporation maintains the
records required by IC 23-1-52-1 (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report
required by IC 23-1-53-3. The Secretary shall be responsible for preparing
minutes of the meetings of the shareholders and of the Board of Directors and
for authenticating records of the Corporation, and he shall perform all of the
other duties usual in the office of secretary of a corporation.
Section 3.9. Assistant Secretary. In the absence or
inability of the Secretary, the Assistant Secretary, if any, shall perform only
such duties as are provided herein or specifically assigned to him, in writing,
by the Board of Directors, the Chairman of the Board, the President or the
Secretary.
Section 3.10. Vice President - Finance. The Vice President -
Finance shall be the chief accounting officer of the Corporation and shall be
responsible for maintaining the Corporation's accounting books and records,
preparing its financial statements, and for causing the Corporation to furnish
financial statements to its shareholders pursuant to IC 23-1-53-1, subject to
the supervision and direction of the Chairman of the Board or the President of
the Corporation.
Section 3.11. Controller. The Controller shall be the
assistant chief accounting officer and shall assist the Vice President -
Finance in maintaining the Corporation's accounting books and records and
preparing its financial statements, subject to the direction of the Vice
President - Finance and Chief Accounting Officer.
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Section 3.12. Salary. The Board of Directors may, at its
discretion, from time to time, fix the salary of any officer by resolution
included in the minute book of the Corporation.
ARTICLE IV
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Checks
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All checks, drafts or other orders for payment of money shall
be signed in the name of the Corporation by such officers or persons as shall
be designated from time to time by resolution adopted by the Board of Directors
and included in the minute book of the Corporation; and in the absence of such
designation, such checks, drafts or other orders for payment shall be signed by
either the President or the Treasurer.
ARTICLE V
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Loans
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Such of the officers of the Corporation as shall be designated
from time to time by resolution adopted by the Board of Directors and included
in the minute book of the Corporation shall have the power, with such
limitations thereon as may be fixed by the Board of Directors, to borrow money
in the Corporation's behalf, to establish credit, to discount bills and papers,
to pledge collateral and to execute such notes, bonds, debentures or other
evidences of indebtedness, and such mortgages, trust indentures and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.
ARTICLE VI
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Execution of Documents
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The Chairman of the Board or the President may, in the
Corporation's name, sign all deeds, leases, contracts or similar documents that
may be authorized by the Board of Directors unless otherwise directed by the
Board of Directors or otherwise provided herein or in the Corporation's
Restated Articles of Incorporation, or as otherwise required by law.
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ARTICLE VII
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Stock
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Section 7.1. Execution. Certificates for shares of the
capital stock of the Corporation shall be signed by the Chairman of the Board
or the President and by the Secretary and the seal of the Corporation (or a
facsimile thereof), if any, may be thereto affixed. Where any such certificate
is also signed by a transfer agent or a registrar, or both, the signatures of
the officers of the Corporation may be facsimiles. The Corporation may issue
and deliver any such certificate notwithstanding that any such officer who
shall have signed, or whose facsimile signature shall have been imprinted on,
such certificate shall have ceased to be such officer.
Section 7.2. Contents. Each certificate shall state on its
face the name of the Corporation and that it is organized under the laws of the
State of Indiana, the name of the person to whom it is issued, and the number
and class of shares and the designation of the series, if any, the certificate
represents, and shall state conspicuously on its front or back that the
Corporation will furnish the shareholder, upon his written request and without
charge, a summary of the designations, relative rights, preferences and
limitations applicable to each class and the variations in rights, preferences
and limitations determined for each series (and the authority of the Board of
Directors to determine variations for future series).
Section 7.3. Transfers. Except as otherwise provided by law
or by resolution of the Board of Directors, transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the holder thereof in person or by duly authorized attorney, on payment of all
taxes thereon and surrender for cancellation of the certificate or certificates
for such shares (except as hereinafter provided in the case of loss,
destruction or mutilation of certificates) properly endorsed by the holder
thereof or accompanied by the proper evidence of succession, assignment or
authority to transfer, and delivered to the Secretary or an Assistant
Secretary.
Section 7.4. Stock Transfer Records. There shall be entered
upon the stock records of the Corporation the number of each certificate
issued, the name and address of the registered holder of such certificate, the
number, kind and class of shares represented by such certificate, the date of
issue, whether the shares are originally issued or transferred, the registered
holder from whom transferred and such other information as is commonly required
to be shown by such records. The stock records of the Corporation shall be
kept at its principal office, unless the Corporation appoints a transfer agent
or registrar, in which
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case the Corporation shall keep at its principal office a complete and accurate
shareholders' list giving the names and addresses of all shareholders and the
number and class of shares held by each. If a transfer agent is appointed by
the Corporation, shareholders shall give written notice of any changes in their
addresses from time to time to the transfer agent.
Section 7.5. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and one or more registrars
and may require each stock certificate to bear the signature of either or both.
Section 7.6. Loss, Destruction, or Mutilation of
Certificates. The holder of any of the capital stock of the Corporation shall
immediately notify the Corporation of any loss, destruction, or mutilation of
the certificate therefor, and the Board of Directors may, in its discretion,
cause to be issued to him a new certificate or certificates of stock, upon the
surrender of the mutilated certificate, or, in the case of loss or destruction,
upon satisfactory proof of such loss or destruction. The Board of Directors
may, in its discretion, require the holder of the lost or destroyed certificate
or his legal representative to give the Corporation a bond in such sum and in
such form, and with such surety or sureties as it may direct, to indemnify the
Corporation, its transfer agents, and registrars, if any, against any claim
that may be made against them or any of them with respect to the capital stock
represented by the certificate or certificates alleged to have been lost or
destroyed, but the Board of Directors may, in its discretion, refuse to issue a
new certificate or certificates, save upon the order of a court having
jurisdiction in such matters.
Section 7.7. Form of Certificates. The form of the
certificates for shares of the capital stock of the Corporation shall conform
to the requirements of Section 7.2 of these By-Laws and be in such printed form
as shall from time to time be approved by resolution of the Board of Directors.
ARTICLE VIII
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Seal
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The corporate seal of the Corporation shall, if the
Corporation elects to have one, be in the form of a disc, with the name of the
Corporation and "INDIANA" on the periphery thereof and the word "SEAL" in the
center.
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ARTICLE IX
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Miscellaneous
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Section 9.1. Indiana Business Corporation Law. The
provisions of the Indiana Business Corporation law, as amended, applicable to
all matters relevant to, but not specifically covered by, these By-Laws are
hereby, by reference, incorporated in and made a part of these By-Laws.
Section 9.2. Fiscal Year. The fiscal year of the Corporation
shall end on the 31st of December of each year.
Section 9.3. Election to be Governed by Indiana Code 23-1-43.
Effective October 23, 1992, the Corporation shall be governed by the provisions
of IC 23-1-43 regarding business combinations.
Section 9.4. Control Share Acquisition Statute. Effective
October 23, 1992, the provisions of IC 23-1-42 shall apply to the acquisition
of shares of the Corporation.
Section 9.5. Redemption of Shares Acquired in Control Share
Acquisitions. If and whenever the provisions of IC 23-1-42 apply to the
Corporation, any or all control shares acquired in a control share acquisition
shall be subject to redemption by the Corporation, if either:
(a) no acquiring person statement has been filed with the
Corporation with respect to such control share acquisition in
accordance with IC 23-1-42-6, or
(b) the control shares are not accorded full voting rights
by the Corporation's shareholders as provided in IC 23-1-42-9.
A redemption pursuant to Section 9.5(a) may be made at any
time during the period ending sixty (60) days after the last acquisition of
control shares by the acquiring person. A redemption pursuant to Section
9.5(b) may be made at any time during the period ending two (2) years after the
shareholder vote with respect to the granting of voting rights to such control
shares. Any redemption pursuant to this Section 9.5 shall be made at the fair
value of the control shares and pursuant to such procedures for such redemption
as may be set forth in these By-Laws or adopted by resolution of the Board of
Directors.
As used in this Section 9.5, the terms "control shares",
"control share acquisition", "acquiring person statement" and "acquiring
person" shall have the meanings ascribed to such terms in IC 23-1-42.
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Section 9.6. Amendments. These By-Laws may be rescinded,
changed or amended, and provisions hereof may be waived, at any meeting of the
Board of Directors by the affirmative vote of a majority of the entire number
of Directors at the time, except as otherwise required by the Corporation's
Restated Articles of Incorporation or by the Indiana Business Corporation Law.
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