Exhibit 3.2
AMENDED AND RESTATED CODE OF REGULATIONS
OF
PROCENTURY CORPORATION
SECTION 1.
MEETINGS OF SHAREHOLDERS
1.01 ANNUAL MEETINGS.
(a) An annual meeting of shareholders, for the election of directors, for
the consideration of any reports and for the transaction of such other
business as may be brought before the meeting, shall be held on the
first Wednesday of the fifth month following the close of the
Corporation's fiscal year or on such other date as may be designated
by the Board of Directors, provided that no annual meeting shall be
held after the adoption of this Amended and Restated Code of
Regulations in 2004 if an annual meeting was held (or action in
writing taken in lieu thereof) in 2004 prior to such adoption. The
Board of Directors may postpone any previously scheduled annual
meeting of the shareholders upon notice given prior to the scheduled
annual meeting date.
(b) If the annual meeting is not held or if directors are not elected at
the meeting, the directors may be elected at any special meeting
called and held for that purpose.
1.02 SPECIAL MEETINGS.
(a) A special meeting of shareholders may be called (i) by the President;
or (ii) by any other officer or assistant officer then authorized
pursuant to this Code of Regulations or otherwise by the Board of
Directors to call such meetings; or (iii) by a majority of the members
of the Board of Directors acting with or without a meeting; or (iv) by
any persons holding fifty percent (50%) or more of the shares then
outstanding and entitled to vote at a meeting of shareholders.
(b) Upon the request in writing being delivered to the President or to the
Secretary by any person or persons entitled to call a meeting of
shareholders, the person to whom the request is delivered shall give
notice to shareholders of the meeting. If the request is refused, the
person or persons making the request may call a meeting of
shareholders by giving notice in the manner hereinafter provided in
Section 1.04.
1.03 PLACE OF MEETINGS.
(a) The annual and all other meetings of the shareholders shall be held at
such places as may from time to time be designated by the Board of
Directors within or without the State of Ohio.
(b) If authorized by the directors, the shareholders and proxyholders who
are not physically present at a meeting of shareholders may attend a
meeting of shareholders by use of communications equipment that
enables the shareholder or proxyholder an opportunity to participate
in the meeting and to vote on matters submitted to the shareholders,
including an opportunity to read or hear the proceedings of the
meeting and to speak or otherwise participate in the proceedings
contemporaneously with those physically present. Any shareholder using
communications equipment will be deemed present in person at the
meeting whether the meeting is to be held at a designated place or
solely by means of communications equipment. The Directors may adopt
guidelines and procedures for the use of communications equipment in
connection with a meeting of shareholders to permit the Corporation to
verify that a person is a shareholder or proxyholder and to maintain a
record of any vote or other action.
(c) If another place has not been designated by the Board of Directors,
all meetings shall be held at the principal office of the Corporation.
1.04 NOTICE OF MEETINGS.
(a) Each shareholder shall furnish the Secretary with an address to which
notices of meetings and other notices or correspondence may be
addressed.
(b) Written notices stating the time, place, if any, and purposes of a
meeting of shareholders, and the means, if any, by which shareholders
can be present and vote at the meeting through the use of
communications equipment, shall be given to each shareholder of record
entitled to vote at such meeting by the Chairman of the Board, the
President or by the Secretary or, in the event of their failure to do
so, by the person or persons entitled to call such meeting.
(c) Except as otherwise required by the laws of the State of Ohio, notice
of any meeting of shareholders shall be given not more than sixty (60)
days nor less than seven (7) days before the day upon which the
meeting is to be held, either by personal delivery or by mail,
overnight delivery service, or any other means of communication
authorized by the shareholder to whom the notice is given. If mailed
or sent by overnight delivery service, the notice shall be sent to the
address of each shareholder as last shown upon the records of the
Corporation. If sent by another means of communication authorized by
the shareholder, the notice shall be sent to the address furnished by
the shareholder for such transmissions.
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(d) Except as otherwise required by the laws of the State of Ohio, no
publication of any notice of any meeting of shareholders shall be
required.
(e) In the event of any transfer of shares after notice has been given,
but prior to the day upon which the meeting is to be held, it shall
not be necessary to give any additional notice to the transferee.
(f) In addition to stating the time and the place of the meeting, every
notice of a special meeting of shareholders shall state briefly the
purpose specified by the person or persons calling such meeting. Any
business other than that stated in the notice shall be taken up at
such meeting only with the unanimous written consent of the holders of
all the shares entitled to vote at such meeting. Any telegram,
cablegram, electronic mail, or an electronic or other transmission
capable of authentication that appears to have been sent by a
shareholder entitled to notice of such a meeting and that contains an
affirmative vote or approval of that shareholder is a signed written
consent for the purposes of this Section.
1.05 WAIVER OF NOTICE OF MEETING.
(a) Any shareholder may, either before or after any meeting, waive any
notice required to be given by law or under this Code of Regulations.
Attendance at a meeting, without protesting prior to the commencement
of the meeting the lack of proper notice, shall be deemed to be a
waiver of notice of such meeting.
(b) Any waiver of notice must be in writing and filed with or entered upon
the records of the meeting. Any telegram, cablegram, electronic mail,
or an electronic or other transmission capable of authentication that
appears to have been sent by a shareholder entitled to notice of the
meeting and that contains a waiver by that shareholder is a writing
for the purposes of this Section.
1.06 QUORUM.
(a) Those shareholders present in person, by proxy or by the use of
communications equipment entitling them to exercise a majority of the
voting power shall constitute a quorum for any meeting of
shareholders. To approve a proposal at a meeting, except for the
election of directors which requires a plurality of the quorum, the
required shareholder vote shall be not less than a majority of the
shares present and entitled to vote at the meeting.
(b) In the event of an absence of a quorum at any meeting or at any
adjournment thereof, a majority of those present in person or by proxy
and entitled to vote may adjourn such meeting from time to time. At
any adjourned meeting at which a quorum may be present, any business
may be transacted which might have been transacted at the meeting as
originally called.
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1.07 ACTION WITHOUT MEETING.
(a) Any action which may be authorized or taken at a meeting of
shareholders, may be taken without a meeting if authorized by a
writing signed by all shareholders who would be entitled to notice of
a meeting called for such purpose.
(b) Any telegram, cablegram, electronic mail, or an electronic or other
transmission capable of authentication that appears to have been sent
by a shareholder entitled to notice of such a meeting and that
contains an affirmative vote or approval of that shareholder is a
signed written consent for the purposes of this Section.
1.08 ORGANIZATION.
At any meeting of shareholders, the order of business shall be established
by the Chairman of the Board or such other officer as may be designated by
the Board of Directors, unless changed by affirmative vote of a majority of
the shareholders present in person or by proxy entitled to vote at such
meeting.
1.09 VOTING.
(a) Unless otherwise provided in the Articles of Incorporation, each
shareholder of any class of the Corporation entitled to vote on any
matter shall be entitled in person or by proxy to one vote on each
matter for each share registered in the shareholder's name on the
books of the Corporation.
(b) Persons holding voting shares in a fiduciary capacity shall be
entitled to vote the shares so held. Persons voting pledged shares
shall be entitled to vote such shares unless the pledgee shall have
been expressly empowered by the shareholder to vote such shares in
which case only the pledgee or his proxy may vote such share.
1.10 PROCEDURES FOR PROPOSING CONSIDERATION OF BUSINESS.
Unless proposed by a majority of the directors, no business shall be
eligible for consideration at an annual or special meeting of shareholders
unless a written statement setting forth the business and the purpose
therefor is delivered to the Board of Directors by one or more shareholders
entitled to vote thereon not less than ninety (90) days prior to a special
meeting at which such business is to be considered or, in the case of an
annual meeting, ninety (90) days prior to the anniversary date of the last
annual meeting.
1.11 PROCEDURES FOR NOMINATION OF DIRECTORS.
(a) Unless nominated by the Board of Directors, no nomination of any
candidate for election by shareholders as a director shall be eligible
for consideration unless a written statement setting forth such
candidate's name, qualifications (which must be consistent with the
qualifications set forth in the Company's Corporate
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Governance Guidelines) and background is delivered to the Board of
Directors by one or more shareholders entitled to vote in the election
of directors; in the case of an annual meeting, not less than ninety
(90) days prior to the anniversary date of the last annual meeting;
or, in the case of a special meeting, not less than ninety (90) days
prior to the date of a special meeting at which an election for
directors is to occur.
(b) The Board of Directors may from time to time specify the information
to appear in the written statement and shall provide any such
specifications to any shareholder requesting the same within ten (10)
days following receipt of written request therefor.
1.12 PROXIES.
(a) At any meeting of shareholders, any person who is entitled to attend,
or to vote thereat, or to execute consents, waivers or releases, may
be represented at such meeting or vote thereat, and execute consents,
waivers and releases, and exercise any of his other rights, by proxy
or proxies appointed by writing signed by such person or appointed by
a verifiable communication authorized by such person.
(b) Voting by proxy or proxies shall be governed by all of the provisions
of the laws of the State of Ohio, including the provisions relating to
the sufficiency of the writing, the duration of the validity of the
proxy or proxies, and the power of substitution and revocation.
1.13 ADJOURNMENT.
(a) The Chairman of any meeting of the shareholders may adjourn such
meeting from time to time, regardless of whether a quorum is present
at such meeting.
SECTION 2.
BOARD OF DIRECTORS
2.01 GENERAL POWERS.
The powers of the Corporation shall be exercised, its business and affairs
conducted, and its property managed under the direction of the Board of
Directors, except as otherwise provided by the laws of the State of Ohio,
by the Articles of Incorporation, or by this Code of Regulations.
2.02 BYLAWS.
The Board of Directors may adopt Bylaws to govern its own proceedings and
its transaction of business, as well as the administration of the
Corporation, the conduct of the Corporation's business, meetings and other
affairs, management of the Corporation's property, and any other matters
properly within the authority or discretion of the Board of
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Directors so long as consistent with the laws of the State of Ohio, the
Articles of Incorporation and the Code of Regulations.
2.03 NUMBER.
(a) The Board of Directors shall consist of not less than three (3) nor
more than fifteen (15) directors, except that if all outstanding
shares of all classes of capital stock of the Corporation are held of
record by less than three (3) persons, the number of directors may be
less than three (3) but not less than the number of shareholders of
record.
(b) Without amendment of this Code of Regulations, the number of
directors, subject to the foregoing limitations, may be fixed or
changed by resolution adopted by the Board of Directors.
(c) No reduction of the number of directors shall have the effect of
removing any director prior to the expiration of his or her term of
office.
2.04 CLASSIFICATION AND TERM.
Unless the Board of Directors is divided into classes as provided in the
Articles of Incorporation or this Code of Regulations, the term of office
of each director shall be until adjournment of the next succeeding annual
meeting of shareholders, or an action in lieu thereof, at which directors
are elected or until a successor is elected as director.
2.05 NOTICE OF MEETING.
(a) Meetings of the Directors may be called by the Chairman of the Board,
the President or any two Directors.
(b) Written notice of the time and place of each meeting of the Board of
Directors shall be given to each director either by personal delivery,
or by mail, telegram, overnight delivery service, fax, electronic
mail, or any other means of communication authorized by the director
at least two (2) days before each meeting.
(c) Any director may waive notice of the time and place of any meeting of
the Board of Directors, either before or after the holding of the
meeting.
2.06 PLACE OF AND QUORUM AND MANNER OF ACTING AT MEETINGS.
(a) Unless another place is designated in the notice of meeting, the place
of all meetings shall be the principal office of the Corporation;
provided, however, that any meeting may be held through any
communications equipment if all directors participating can hear each
other.
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(b) Except as otherwise provided in this Code of Regulations, a majority
of the number of directors fixed pursuant to Section 2.03 shall be
present in person or by communications equipment at any meeting of the
Board of Directors in order to constitute a quorum for the transaction
of business at such meeting.
(c) Except as otherwise provided in this Code of Regulations, the act of
the majority of the directors present at any meeting of the Board of
Directors at which a quorum is present shall be the act of the Board
of Directors.
(d) In the absence of a quorum at any meeting of the Board of Directors, a
majority of those present may adjourn the meeting from time to time
until a quorum shall be present and notice of any adjourned meeting
need not be given.
(e) The directors shall act only as a board. Individual directors shall
have no power as such.
2.07 ACTION WITHOUT MEETING.
Any action which may be authorized or taken at a meeting of the Board of
Directors, may be taken without a meeting if authorized by a writing signed
by all directors. A telegram, cablegram, electronic mail, or an electronic
or other transmission capable of authentication that is sent by a director
and that contains an affirmative vote is a signed writing for the purposes
of this section.
2.08 RESIGNATIONS.
(a) Any director of the corporation may resign at any time by giving
written notice to the President or Secretary of the Corporation.
(b) A resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, shall become effective upon
delivery. The acceptance of any resignation shall not be necessary to
make it effective unless so specified in the resignation.
2.09 REMOVAL OF DIRECTORS.
(a) Subject to any limitations set forth in the Articles of Incorporation
of the Corporation, a director, or the entire Board of Directors, may
be removed from office, with cause, but only by the affirmative vote
of the holders of record of outstanding shares representing at least
75% of the votes entitled to be cast by the holders of all then
outstanding shares of capital stock of this Corporation entitled to
vote generally in the election of directors, voting together as a
single class, and entitled to vote in respect thereof.
(b) Any vacancy in the Board of Directors caused by any removal may be
filled by the shareholders at the same meeting.
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2.10 VACANCIES.
(a) Subject to the right of the shareholders to fill a vacancy caused by
the removal of a director as provided in Section 2.09 above, and
subject further to any limitations set forth in the Articles of
Incorporation of the Corporation, any vacancy or vacancies in the
Board of Directors may be filled by the directors then in office,
though less than a quorum, by the majority vote of the directors then
in office.
(b) Any director elected to fill a vacancy shall be elected for the term
remaining for the directors of the class to which he is elected.
2.11 COMPENSATION AND EXPENSES.
(a) The directors, by the affirmative vote of a majority of those in
office, and irrespective of any financial or personal interest of any
of them, shall have authority to establish reasonable compensation,
that may include pension, disability, and death benefits, for services
to the Corporation by directors and officers and reasonable
reimbursement procedures for expenses incurred in performing their
duties hereunder, or to delegate such authority to one or more
officers or directors.
(b) No director shall be precluded from serving the Corporation as an
officer or in any other capacity, or from receiving compensation
therefor.
SECTION 3.
EXECUTIVE AND OTHER COMMITTEES
3.01 CREATION.
(a) The Board of Directors may create an Executive Committee or any other
committee of directors consisting of not less than three (3)
directors, and may delegate to each such committee any of the
authority of the Board of Directors other than the filling of
vacancies on the Board of Directors or in any committee of directors.
(b) Each such committee shall serve at the pleasure of the Directors,
shall act only in the intervals between meetings of the Directors, and
shall be subject to the control and direction of the Directors.
(c) Each such committee may have a charter setting forth the purpose of
the committee as well as the governance of the committee's
proceedings.
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3.02 ALTERNATE AND EX OFFICIO MEMBERS.
(a) The Board of Directors may appoint one or more Directors as alternate
members of any committee, which alternate member or members may take
the place of any absent member or members at any meeting of such
committee.
(b) The Board of Directors may appoint any one or more persons (including
persons who are not directors) as ex officio members of any committee,
which ex officio member or members shall be entitled to be present in
person, to present matters for consideration and to take part in
consideration of any business by the committee at any meeting of the
committee (except as prohibited by the applicable committee charter),
but which ex officio member or members shall not be counted for
purposes of a quorum nor for purposes of voting or otherwise in any
way for purposes of authorizing any act or other transaction of
business by such committee.
3.03 AUTHORITY AND MANNER OF ACTING.
(a) Unless otherwise provided in this Code of Regulations or in the
committee's charter, or unless otherwise ordered by the Board of
Directors, any such committee may act by majority of its members
(excluding ex officio members) at a meeting or by a writing or
writings signed by all of its members (excluding ex officio members).
(b) Any act or authorization of an act or transaction of business by any
such committee within the authority delegated to it shall be as
effective for all purposes as the act or authorization of the Board of
Directors.
SECTION 4.
OFFICERS
4.01 OFFICERS.
The officers of this Corporation shall be a President, a Treasurer and a
Secretary and such Vice Presidents and other officers or assistant officers
as the Board of Directors may from time to time deem necessary and appoint.
In addition, the Board of Directors may elect a Chairman of the Board from
among themselves. More than one office may be held by the same person, but
only a director may serve as Chairman of the Board.
4.02 APPOINTMENT AND TERM OF OFFICE.
The officers of the Corporation shall be appointed from time to time by the
Board of Directors as it shall determine, and new offices may be created
and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been appointed.
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4.03 RESIGNATION.
(a) Any officer or assistant officer may resign at any time by giving
written notice to the Board of Directors or the Chairman of the Board,
if any, or to the President or Secretary of the Corporation.
(b) A resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, shall become effective upon
delivery. The acceptance of such resignation shall not be necessary to
make it effective unless so specified in the resignation.
4.04 REMOVAL.
Any officer or assistant officer may be removed by the Board of Directors
with or without cause whenever in its judgment the best interests of the
corporation would be served thereby.
4.05 DUTIES OF OFFICERS.
(a) The Chairman of the Board, if any, shall preside at all meetings of
shareholders and all meetings of the Board of Directors.
(b) The President shall be the chief executive officer of the Corporation,
and shall, in the absence of a Chairman of the Board, preside at all
meetings of shareholders and, unless another person is designated by
the Board of Directors, all meetings of the Board of Directors.
(c) The Treasurer shall have such authorities and duties as are delegated
by this Code of Regulations or as may be delegated from time to time
by the Board of Directors or the Chairman of the Board.
(d) The Secretary shall take or cause to be taken minutes of all meetings
of the Board of Directors. The Secretary shall be the custodian of all
records and reports of the Board of Directors. The Secretary shall
have such other authorities and duties as are delegated by this Code
of Regulations or as may be delegated from time to time by the Board
of Directors or the Chairman of the Board.
(e) Each of the following officers -- the Chairman of the Board, if any,
the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, and any Assistant Treasurer -- jointly or
any one of them individually, shall have the authority to sign,
execute and deliver in the name of the Corporation any deed, mortgage,
bond, instrument, agreement or other document evidencing any
transaction authorized by the Board of Directors, except where the
signing or execution thereof shall have been expressly delegated to
another officer or person on the Corporation's behalf.
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(f) In the absence of any officer or assistant officer or for any other
reason which the Board of Directors may deem sufficient, the Board of
Directors may delegate the authorities and duties of any officer, or
any assistant officer to any other officer, assistant officer or to
any director.
(g) In addition to the foregoing, each officer or assistant officer shall
perform all duties as may from time to time be delegated to each of
them by this Code of Regulations or by the Board of Directors or any
committee of directors as provided herein.
SECTION 5.
TRANSFER OF SHARES
5.01 CERTIFICATE FOR SHARES.
(a) Every owner of any share of any class of the Corporation shall be
entitled to a certificate which shall be in such form as the Board of
Directors shall prescribe, certifying the number of shares in the
Corporation owned by him.
(b) The certificates for the respective classes of shares shall be
numbered in the order in which they shall be issued and shall be
signed in the name of the Corporation by the Chairman of the Board or
the President and by the Secretary or the Treasurer.
(c) A record shall be kept by the Secretary of the name of each person
owning the shares represented by each certificate, the number of
shares represented thereby, the date thereof and, in case of
cancellation, the date of cancellation.
(d) Every certificate surrendered to the Corporation for exchange or
transfer shall be canceled and no new certificate or certificates
shall be issued in exchange for any existing certificate until the
existing certificate shall have been so canceled, except in the cases
provided for in Section 5.03.
5.02 TRANSFERS.
(a) Transfer of shares in the Corporation shall be made only on the books
of the Corporation by the registered holder, an executor or
administrator or other legal representative of the registered holder,
or by an attorney authorized by a power of attorney duly executed and
filed with the Secretary of the Corporation or with a transfer agent
appointed by the Board of Directors.
(b) The person in whose name shares stand on the books of the Corporation
shall, to the full extent permitted by the laws of the State of Ohio,
be deemed the owner thereof for all purposes.
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5.03 LOST, STOLEN OR DESTROYED CERTIFICATES.
(a) The holder of any shares in the Corporation shall immediately notify
the Secretary of any lost, stolen or destroyed certificate, and the
Corporation may issue a new certificate in the place of any
certificate alleged to have been lost, stolen or destroyed.
(b) The Board of Directors may, at its discretion, require the owner of a
lost, stolen or destroyed certificate or his legal representative to
give the Corporation a bond on such terms and with such sureties as it
may direct, to indemnify the Corporation against any claim that may be
made against it on account of the alleged lost, stolen or destroyed
certificate.
(c) The Board of Directors may, however, at its discretion, refuse to
issue any such new certificate except pursuant to legal proceedings in
accordance with Section 1701.24 or other applicable sections of the
Ohio Revised Code.
5.04 RECORD DATE.
(a) The Board of Directors may, by resolution, fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of
shareholders or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion
or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote
at, any such meeting, or entitled to receive payment of any such
dividend or to any such allotment or rights, or to exercise the rights
in respect to any such change, conversion or exchange.
(b) Only such shareholders of record on the date so fixed shall be
entitled to receive notice of, and to vote at such meeting, or to
receive payment of such dividend or to receive such allotment or
rights or to exercise such rights, as the case may be, notwithstanding
any transfer of any share on the books of the Corporation after such
record date.
SECTION 6.
INDEMNIFICATION AND INSURANCE
6.01 INDEMNIFICATION.
(a) Directors and Officers. To the fullest extent not prohibited by
applicable law, the Corporation shall indemnify each person against
any and all costs and expenses (including attorney fees, judgments,
fines, penalties, amounts paid in settlement, and other disbursements)
actually and reasonably incurred by or imposed upon such person in
connection with any action, suit, investigation or proceeding (or any
claim or other matter therein), whether civil, criminal,
administrative or otherwise in nature, including any settlements
thereof or any appeals therein, with
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respect to which such person is named or otherwise becomes or is
threatened to be made a party by reason of being or at any time having
been a director or officer of the Corporation, or by reason of being
or at any time having been, while such a director or officer, an
employee or other agent of the Corporation or, at the direction or
request of the Corporation, a director, trustee, officer,
administrator, manager, employee, member, advisor or other agent of or
fiduciary for any other corporation, partnership, trust, venture or
other entity or enterprise including any employee benefit plan.
(b) Employees and Agents. The Corporation shall indemnify any other person
to the extent such person shall be entitled to indemnification under
the laws of the State of Ohio by reason of being successful on the
merits or otherwise in defense of an action to which such person is
named a party by reason of being an employee or other agent of the
Corporation, and the Corporation may further indemnify any such person
if it is determined on a case by case basis by the Board of Directors
that indemnification is proper in the specific case.
(c) General. Notwithstanding anything to the contrary in this Code of
Regulations, no person shall be indemnified to the extent, if any, it
is determined by the Board of Directors or by written opinion of legal
counsel designated by the Board of Directors for such purpose that
indemnification is contrary to applicable law.
6.02 INSURANCE.
The Corporation may, as the Board of Directors may direct, purchase and
maintain such insurance on behalf of any person who is or at any time has
been a director, officer, employee or other agent of or in a similar
capacity with the Corporation, or who is or at any time has been, at the
direction or request of the Corporation, a director, trustee, officer,
administrator, manager, employee, member, advisor or other agent of or
fiduciary for any other corporation, partnership, trust, venture or other
entity or enterprise including any employee benefit plan against any
liability asserted against and incurred by such person.
SECTION 7.
MISCELLANEOUS
7.01 NO SEAL.
The Corporation shall have no seal.
7.02 AMENDMENT.
This Amended and Restated Code of Regulations may only be amended in whole
or part pursuant to the terms of Article 12 of the Articles of
Incorporation.
This Amended and Restated Code of Regulations is effective as of April 26, 2004.
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