Exhibit 3.1
AGILYSYS, INC.
AMENDED CODE OF REGULATIONS
ARTICLE I - MEETINGS OF SHAREHOLDERS
Annual Meetings
Section 1. The annual meeting of the shareholders of the Corporation
shall be held in the principal office of the Corporation or at such other place
within or without the State of Ohio as the Directors shall determine, at such
date and time during the month of June or July of each year as shall be
designated by the Board of Directors. If no other date is designated by the
Board of Directors, the annual meeting shall be held at 2:00 p.m. on the last
Thursday in June of each year, or if such date shall fall upon a legal holiday,
the annual meeting shall be held upon the next succeeding day which is not a
legal holiday, at the same hour. Upon due notice, there may also be considered
and acted upon at an annual meeting any matter which could properly be
considered and acted upon at a special meeting.
Special Meetings
Section 2. Special meetings of the shareholders shall be called by
the Chairman of the Board; the President; the Secretary; pursuant to a
resolution of the Board of Directors; or upon the written request of two (2)
Directors, and shall be held at such times and places, within or outside of the
State of Ohio, as shall be specified in the call thereof.
Notice of Meetings
Section 3. A written notice of each annual and special meeting,
stating the time, place and purposes thereof, shall be given to each shareholder
of record entitled to notice of the meeting in writing by personal delivery or
by mail not less than seven (7) days, and not more than sixty (60) days before
any such meeting, by or at the direction of the President, Chairman of the Board
or Secretary, directed to the last known address of each such shareholder
aforesaid as it appears on the records of the Corporation. All notices with
respect to any shares to which persons are jointly entitled may be given to that
one of such persons who is named first upon the books of the Corporation, and
notice so given shall be sufficient notice to all other persons jointly entitled
to said shares. Notice may be waived in writing by any shareholder either before
or after such meeting, and shall be waived by the attendance of any shareholder
at any such meeting without protesting, prior to or at the commencement of the
meeting, the lack of proper notice.
Quorum
Section 4. Except as otherwise provided by law, the Articles of
Incorporation, or these Regulations, a quorum at all meetings of shareholders
shall consist of the holders of record of a majority of shares entitled to vote
thereat, present in person or by proxy.
Adjournment
Section 5. If less than a quorum shall be in attendance at the time
for which any meeting of the shareholders shall have been called, the meeting
may be adjourned from time to time by a majority of the voting shares present in
person or by proxy and entitled to vote, without any notice other than by
announcement at the meeting of the time and place to which it adjourned, until a
quorum shall attend. At any adjourned meeting at which a quorum shall attend,
any business may be transacted which might have been transacted if the meeting
had been held as originally called.
Proxies
Section 6. Any person entitled to attend a shareholders' meeting, to
vote thereat, or to execute consents, waivers, or releases, may be represented
at such meeting or an adjourned meeting thereof and vote thereat, and execute
consents, waivers and releases, and exercise any of his other rights by proxy or
proxies appointed by a writing signed by such person, providing the writing has
been filed with the Secretary prior to the action to be taken.
ARTICLE II - DIRECTORS
Number, Classification, Term of Office
Section 1. The Board of Directors shall be divided into three
classes to be known as Class A, Class B and Class C. The number of Directors in
each class may be fixed or changed by the Board of Directors of the Company;
provided, however, that the total number of Directors shall not be less than
nine (9) or more than eleven (11) members, and no class shall consist of less
than three (3) directors. Unless and until otherwise so fixed or changed, there
shall be three (3) Class A Directors, three (3) Class B Directors and three (3)
Class C Directors. One class of Directors shall be elected each year and the
Directors in each class shall hold office for a term of three years and until
their respective successors are elected and qualified. In case of any increase
in the authorized number of Directors of any class, any additional Directors
provided for and elected to such class shall hold office for a term which shall
coincide with the full term or the remainder of the term, as the case may be, of
such class.
Annual Meetings
Section 2. The Board of Directors shall meet immediately following
the adjournment of the annual meeting of shareholders at the place of the annual
shareholders' meeting or at such time and place as may be designated in writing
by a majority of all the Directors, for the purpose of electing officers or
otherwise, and no notice of such meeting need
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be given to the Directors in order legally to constitute the meeting; provided,
that a majority of the whole Board shall be present.
Meetings
Section 3. Meetings of the Board of Directors may be called by the
Chairman of the Board, the President (or in his absence by a Vice President) or
any two (2) Directors on written notice to each Director, given by personal
delivery or by mail, cablegram or telegram, at least two (2) days before the
time of such meeting. Notice of any such meeting may be waived by any Director,
however, before or after the meeting by writing and shall be deemed to be waived
by any Director who shall attend such meeting in person without protesting,
prior to or at the commencement of the meeting, the lack of proper notice. Any
meeting of the Board of Directors shall be a legal meeting without notice having
been given, if attended by all the members of the Board.
Quorum
Section 4. At all meetings of the Board of Directors, a majority of
the whole authorized number of Directors shall constitute a quorum for the
transaction of business, except that a majority of the Directors then in office
shall constitute a quorum for purposes of filling a vacancy in the Board.
Telephone Conferences
Section 5. Meetings of the Board of Directors or any committee
thereof may be held through any communications equipment if all persons
participating can hear each other, and participation in such a meeting shall
constitute presence at such meeting.
Resignation
Section 6. Any Director may resign at any time by delivering a
signed written notice thereof to the Secretary of the Corporation, which
resignation shall take effect at the time of said delivery or at such other time
as may be specified in said notice.
Removal
Section 7. All the Directors or all the Directors of a particular
class or any individual Director may be removed from office, with or without
cause, by the vote of the holders of two-thirds of the voting power entitled to
elect Directors in place of those to be removed; provided, that unless all the
Directors or all the Directors of a particular class are to be removed, no
Director shall be removed without cause if the number of shares voted against
his removal would be sufficient to elect at least one Director if cumulatively
voted at an election of all the Directors, or all the Directors of a particular
class, as the case may be.
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Vacancies
Section 8. Vacancies in the Board of Directors, whether caused by
the death or resignation or removal of a Director, or by an increase in the
authorized number of Directors, or otherwise, may be filled for the unexpired
term by a vote of a majority of the remaining Directors, though less than a
majority of the whole authorized number of Directors.
Board Committees
Section 9. (a) The Board of Directors may from time to time appoint
certain of its members (but not less than three (3)) to act as a Committee or
Committees of Directors, and, subject to the provisions of this Section, may
delegate to any such Committee any of the authority of the Board, however
conferred, other than that of filling vacancies among the Directors or in any
Committee of Directors. The Board of Directors may likewise appoint one or more
Directors as alternate members of any such Committee, who may take the place of
any absent member or members at any meeting of such Committee. Each such member
and each such alternate shall serve in such capacity at the pleasure of the
Board of Directors.
(b) In particular, the Board of Directors may create an Executive
Committee in accordance with the provisions of this Section. if created, the
Executive Committee shall possess and may exercise all of the powers of the
Board in the management and control of the business of the Corporation during
the intervals between meetings of the Board subject to provisions of this
Section. The chairman of the Executive Committee shall be determined by the
Board of Directors from time to time. All action taken by the Executive
Committee shall be reported in writing to the Board of Directors at its first
meeting thereafter.
(c) Each such Committee shall serve at the pleasure of the Board of
Directors, shall act only in the intervals between meetings of the Board and
shall be subject to the control and direction of the Board. Each Committee shall
keep regular minutes of its proceedings and shall report the same to the Board
when required.
(d) An act or authorization of any act by any such Committee within
the authority delegated to it shall be effective for all purposes as the act or
authorization of the Board of Directors. In every case the affirmative vote of a
majority of its members at a meeting, or the written consent of all of the
members of any such Committee without a meeting, shall be necessary for the
taking or approval of any action.
(e) Each such Committee may prescribe such rules as it shall
determine for calling and holding meetings and its method of procedure, subject
to the provisions of this Section and any rules prescribed by the Board of
Directors.
Compensation
Section 10. The compensation of the Directors shall be such as the
Board of Directors may from time to time determine. On resolution of the Board
of Directors, a fixed sum for expenses of attendance may be allowed for
attendance at each meeting. Members of the
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Executive Committee or other Committee of the Board may be allowed such
compensation and such expenses for attending committee meetings as the Board of
Directors may determine.
ARTICLE III - OFFICERS
Composition
Section 1. The officers of the Corporation shall include a Chairman
of the Board (who shall be a Director), a President, one or more Vice Presidents
(including a Financial Vice President), a Secretary, a Treasurer, and such other
officers as the Board of Directors may determine to be necessary or appropriate,
including, but not limited to, a Vice Chairman of the Board, a Controller, one
or more Executive Vice Presidents, one or more Assistant Secretaries, and one or
more Assistant Treasurers. The Board of Directors may also appoint such other
subordinate officers, employees and agents as it shall deem necessary, who shall
have such authority and shall perform such duties as from time to time shall be
prescribed by the Board.
Election and Term of Office
Section 2. The said officers shall be elected by the Board of
Directors by a majority ballot and shall hold office for one (1) year and until
their respective successors are elected and qualified, but shall be subject to
the power of removal hereinafter provided.
Removal
Section 3. Any officer elected or appointed by the Board of
Directors may be removed at any time either with or without cause by the
affirmative vote of two-thirds of the Board of Directors. Any other officer or
employee of the Corporation may be removed at any time by vote of the Board of
Directors, or by any committee or superior officer upon whom such power of
removal may be conferred by the Board of Directors.
Compensation
Section 4. The compensation of the officers of the Corporation shall
be fixed from time to time by the Board of Directors.
Bond
Section 5. All or any of said officers shall, if the Board of
Directors so determines, furnish bonds for the faithful performance of their
duties in such amount or amounts as the Board of Directors may require, upon
terms, provisions and conditions and with surety or sureties to the satisfaction
of the said Board.
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ARTICLE IV - DUTIES OF OFFICERS
The Chairman of the Board
Section 1. The Chairman of the Board shall preside at all meetings
of the Board of Directors. The Chairman of the Board or the President shall sign
the minutes of the shareholders' and Directors' meetings. The Chairman of the
Board shall perform the duties and exercise the powers of the President in case
of the President's disability or absence from the office of the Corporation. The
Chairman of the Board shall have such other powers and duties as may be
prescribed by the Board of Directors.
The President
Section 2. The President shall exercise, subject to the control of
the Board of Directors, general supervision over the affairs of the Corporation
and shall perform generally, subject to the control of the Board, all duties
customarily incident to the office and such other duties as may be assigned to
him from time to time by the Board of Directors. He shall see that all orders
and resolutions of the Board are carried into effect, subject, however, to the
right of the Board to delegate to any officer or officers of the Corporation
specific powers, other than those that may be by law conferred upon the
President. He shall sign all the certificates of stock, bonds, contracts, notes,
mortgages and other documents authorized by the Board of Directors and execute
for or in the name of the Corporation all endorsements, assignments, transfers,
share powers or other instruments of transfer of securities except in cases
where the execution thereof shall be expressly delegated by the Board or these
Regulations or by law to some other officer or agent of the Corporation. In case
of the disability or absence from office of the Chairman of the Board, the
President shall also perform the duties and exercise the powers of that office.
The President or Chairman of the Board shall sign the records of the
shareholders' and Directors' meetings.
Chief Executive and Chief Operating Officers
Section 3. The Board of Directors may designate one or more persons
as either Chief Executive Officer or Chief Operating Officer or both and may
specify the duties, authority and responsibilities of each of said officers.
Vice Presidents
Section 4. The Vice President (or if there be more than one, the
Vice President designated by the Board of Directors) shall perform the duties
and exercise the powers of the President in case of his disability or absence
from the office of the Corporation and in case of the disability or absence from
the office of the Corporation of the Chairman of the Board. The signature of the
Corporation by any Vice President to any deed, contract or other instrument in
writing, purporting to be the act of the Corporation, shall be taken, received
and accepted as the authorized and binding act of the Corporation and with like
effect as if made by the President. The Financial Vice President shall be the
Chief Financial Officer of the Corporation. Any Vice President shall have such
further powers, and perform such further duties, as may be from time to time
granted or imposed by the Board of Directors.
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Secretary
Section 5. The Secretary shall attend all meetings of the Board and
all meetings of the shareholders held at the office of the Corporation, shall
keep minutes of all of the proceedings thereof, and shall record all votes and
the minutes of all of the proceedings in a book to be kept for that purpose. He
shall perform like duties for committees of the Corporation when so required. He
shall give, or cause to be given, notice of all meetings of the shareholders and
of the Board of Directors, and shall attest the seal of the Corporation when
required. The Secretary shall have custody of the seal of the Corporation, and
either he or the Treasurer shall attest the seal and see that it is affixed to
all authorized documents requiring a seal. The Secretary or the Treasurer shall
sign all certificates of shares in the Corporation and execute for or in the
name of the Corporation all endorsements, assignments, transfers, share powers
or other instruments of transfer of securities. The Secretary shall perform such
other duties usually incident to the office of Secretary, and such further
duties as shall from time to time be prescribed by the Board of Directors,
Chairman of the Board or President. At any meeting of the shareholders or Board
of Directors at which the Secretary is not present, a secretary pro tempore may
be appointed.
Assistant Secretary
Section 6. In case of the Secretary's sickness, disability or
temporary absence from the office of the Corporation, one or more Assistant
Secretaries, if any, shall perform his duties. The Assistant Secretary or
Secretaries, if any, shall perform such further duties as from time to time may
be prescribed by the Board of Directors, Chairman of the Board, President or
Secretary.
Treasurer
Section 7. The Treasurer shall, subject to the direction of the
Board of Directors, have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation. He shall deposit all moneys and other valuable effects in
the name of and to the credit of the Corporation, in such depositories as may be
designated by the Board of Directors. The Treasurer or the Secretary shall
attest the seal of the Corporation and see that it is affixed to all authorized
documents requiring a seal. The Treasurer or Secretary shall sign all
certificates for shares in the Corporation and execute for or in the name of the
Corporation all endorsements, assignments, transfers, share powers or other
instruments of transfer of securities. The Treasurer shall perform such other
duties usually incident to the office of Treasurer and such other duties as may
be prescribed by the Board of Directors, Chairman of the Board or President.
Assistant Treasurer
Section 8. In case of the Treasurer's sickness, disability or
temporary absence from the office of the Corporation, one or more Assistant
Treasurers, if any, shall perform his duties. The Assistant Treasurer or
Treasurers, if any, shall perform such further duties as from time to time shall
be prescribed by the Board of Directors, Chairman of the Board, President or
Treasurer.
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Controller
Section 9. The Controller, if one is elected, shall be the Chief
Accounting Officer of the Corporation, and shall have such duties and
responsibilities as are normally incident to that office.
ARTICLE V - SEAL
Section 1. The Seal of the Corporation shall be circular, with the
words and figures "SEAL, AGILYSYS, INC., OHIO," or words and figures of similar
import inscribed thereon.
ARTICLE VI - SHARES
Certificates
Section 1. Certificates evidencing the ownership of shares of the
Corporation shall be issued to those entitled to them by transfer or otherwise.
Each certificate for shares shall bear a distinguishing number, the signature of
the President and of the Secretary or the Treasurer, and such recitals as may be
required by law. The certificates for shares shall be of such tenor and design
as the Board of Directors from time to time may adopt.
Transfers
Section 2. The shares may be transferred on the books of the
Corporation by the registered holders thereof, or by their attorneys legally
constituted in writing or their legal representatives, by surrender of the
certificate or certificates therefor for cancellation and a written assignment
of the shares evidenced thereby. The Board of Directors may, from time to time,
appoint such Transfer Agents or Registrars of shares as it may deem advisable,
and may define their powers and duties. The Board of Directors shall have
authority to make such other rules and regulations as it deems expedient
concerning the issuance, registration and transfer of certificates for shares.
Substituted Certificates
Section 3. The Board of Directors may order a new certificate or
certificates for shares to be issued in place of any certificate or certificates
alleged to have been lost, stolen or destroyed, but in every such case the owner
of the lost, stolen or destroyed certificate or certificates shall first make an
affirmation of that fact and cause to be given to the Corporation, if so
requested, a bond, with surety or sureties satisfactory to the Corporation in
such sum as said Board of Directors may in its discretion deem sufficient, as
indemnity against any loss or liability that the Corporation may incur by reason
of the issuance of such new certificates; provided, the Board of Directors may,
in its discretion, refuse to issue such new certificate save upon the order of
some court having jurisdiction in such matters.
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Closing of Transfer Books
Section 4. The share transfer books of the Corporation may be closed
by order of the Board of Directors for a period not exceeding sixty (60) days
prior to any meeting of the shareholders, and for a period not exceeding sixty
(60) days prior to the payment of any dividend. The times during which the books
may be closed shall, from time to time, be fixed by the Board of Directors.
ARTICLE VII - NOTICES
Notice by Mail
Section 1. Whenever, under the provisions of these Regulations,
notice is permitted to be given to any shareholder or Director by mail, it may
be given by depositing the same in the post office or letter box, in a postpaid
sealed wrapper, addressed to the shareholder or Director, at such address as
appears on the books of the Corporation; and such notice shall be deemed to be
given at the time when the same shall be thus deposited in the mail.
Notice by Telegraph
Section 2. Whenever, under the provisions of these Regulations,
notice is permitted to be given to any Director by telegraph, it may be given by
a prepaid telegram addressed to such Director at such address as appears on the
books of the Corporation, or in default of other address, at his place of
residence or usual place of business, last known to the Corporation, and such
notice shall be deemed to be given at the time such telegram shall be delivered
to the telegraph company for transmittal.
ARTICLE VIII - INDEMNIFICATION
Section 1. Each person who is or was a Director, Officer, Employee
or Agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Officer, Employee, Trustee or Agent of another
corporation, domestic or foreign, non-profit or for profit, partnership, joint
venture, trust or other enterprise, shall be indemnified by the Corporation as
follows:
(a) If such person was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an
action by or in the right of the Corporation, by reason of his being or
having been such Director, Officer, Trustee, Agent or Employee, such
person shall be indemnified against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful; provided the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo
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contenders or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding shall also not
create a presumption that the person had reasonable cause to believe that
his conduct was unlawful; or
(b) If such person was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of
his having been such Director, Officer, Trustee, Agent or Employee, such
person shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made
in respect of either (i) any claim, issue or matter to which such person
is adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless, and only to the extent that, the
Court of Common Pleas or the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the Court
of Common Pleas or such other court shall deem proper or (ii) any action
or suit involving a Director in which the only liability asserted against
such director is pursuant to Section 1701.95 of the Ohio Revised Code.
Section 2. To the extent that such a Director, Officer, Trustee,
Agent or Employee has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Paragraph (a) or (b) of Section 1
of this Article, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit or proceeding.
Section 3. In all cases in which the Director, Officer, Trustee,
Agent or Employee may be entitled to indemnification under Paragraphs (a) or (b)
of Section 1 of this Article, any indemnification, unless ordered by a court,
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, Officer, Trustee, Employee
or Agent is proper in the circumstances because he has met the standards of
conduct set forth in Paragraph (a) or (b) of Section I of this Article,
whichever is applicable. Such determination shall be made as follows:
(a) By a majority vote of a quorum of the Corporation's Directors
who were not and are not parties to or threatened with any such action,
suit or proceeding; or
(b) if such a quorum is not obtainable or if a majority of a quorum
of disinterested Directors so directs, in a written opinion by independent
legal counsel other than an attorney or a firm having associated with it
an attorney who has been retained by or who has performed services for the
Corporation or any person to be indemnified within the past five (5)
years; or
(c) By the shareholders; or
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(d) By the Court of Common Pleas or the court in which such action,
suit or proceeding was brought.
Any determination made by the disinterested Directors under Paragraph (a) or by
independent legal counsel under Paragraph (b) of Section 3 of this Article shall
be promptly communicated to the person who threatened or brought the action or
suit by or in the right of the Corporation, if the expenses for which
indemnification has been sought were incurred in an action or suit by or in the
right of the Corporation.
Section 4. In the case of an action, suit or proceeding involving a
Director, unless the only liability asserted against such Director in a
proceeding referred to in paragraphs (a) or (b) of Section I of this Article is
pursuant to Section 1701.95 of the Ohio Revised Code, the Corporation shall pay
expenses, including attorney's fees, incurred by a Director in defending such an
action, suit or proceeding as they are incurred in advance of the final
disposition of such action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the Director in which such Director agrees to both (i) repay
such amount if it is proven by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the Corporation or
undertaken with reckless disregard to the best interests of the Corporation, and
(ii) reasonably cooperate with the Corporation concerning the action, suit or
proceeding.
Section 5. The Corporation may pay expenses, including attorney's
fees incurred in defending any action, suit or proceeding referred to in
Paragraph (a) or (b) of Section 1 of this Article as they are incurred in
advance of the final disposition of such action, suit or proceeding, as
authorized by the Directors in the specific case upon receipt of an undertaking
by or on behalf of the Trustee, Director, Officer, Employee or Agent to repay
such amount if it ultimately is determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article.
Section 6. The rights of indemnification herein authorized shall be
severable, shall not be deemed exclusive of, and shall be in addition to, any
other rights granted to those seeking indemnification under the Articles of
Incorporation or any agreement, vote of shareholders or disinterested Directors,
or otherwise, both as to actions in the official capacity of the person seeking
indemnity, and as to actions in another capacity while holding such office and
shall continue as to a person who has ceased to be a Director, Officer, Trustee,
Agent or Employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7. The Corporation may purchase and maintain insurance or
furnish similar protection, including but not limited to, trust funds, letters
of credit or self-insurance, on behalf of or for any person who is or was a
Director, Officer, Employee or Agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Officer, Trustee, Employee or
Agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under this Article. Insurance may be
purchased from or maintained with a person in which the Corporation has a
financial interest.
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Section 8. The Corporation's authority to indemnify persons pursuant
to paragraphs (a) and (b) of Section 1 of this Article does not limit the
payment of expenses as they are incurred, indemnification, insurance or other
protection that may be provided pursuant to Sections 5, 6, and 7 of this
Article; paragraphs (a) and (b) of Section I of this Article do not create any
obligation to repay or return payments made by the Corporation pursuant to
Sections 5, 6, or 7 or this Article.
Section 9. As used in this Article, references to "Corporation"
include all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a Director, Officer,
Employee or Agent of such a constituent corporation, or is or was serving at the
request of such constituent corporation as a Director, Officer, Trustee,
Employee or Agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust or other enterprise shall stand in the
same position under this Article with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in the
same capacity.
Section 10. The provisions of this Article shall apply to actions,
suits and proceedings, whether civil (including, but not limited to, actions by
or in the right of the Corporation), criminal, administrative or investigative,
commenced or threatened after the adoption of this Article, whether arising from
acts or omissions to act occurring before or after its adoption.
Section 11. Notwithstanding the foregoing, the Corporation shall, to
the extent permitted by the Ohio Revised Code, as amended from time to time,
indemnify and reimburse all persons whom it may indemnify and reimburse pursuant
thereto. The indemnification provided for in this Article shall not be deemed
exclusive of any other rights to which those entitled to receive indemnification
or reimbursement hereunder may be entitled under the Articles of the
Corporation, agreement, vote of shareholders or disinterested directors or
otherwise.
ARTICLE IX - FISCAL YEAR
The fiscal year of the Corporation shall be determined by the
Directors of the Corporation.
ARTICLE X - AMENDMENTS
These Regulations may be amended or repealed or new Regulations
adopted at any meeting of shareholders by the affirmative vote of the holders of
record of shares entitling them to exercise two-thirds of the voting power of
the Corporation on such proposal, or may be adopted without a meeting by the
written consent of the holders of shares entitling them to exercise two-thirds
of the voting power on such proposal; provided, however, that if the Regulations
are amended or new Regulations are adopted at any meeting of shareholders,
notice of the proposed new Regulations, or the proposed amendment or repeal,
shall be included in the notice of such meeting, or if the Regulations are
amended or new Regulations are adopted without a meeting of the shareholders,
the Secretary of the Corporation shall mail a copy of the amendment or the new
Regulations to each shareholder who would have been entitled to vote thereon and
did not participate in the adoption thereof.
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