Exhibit 3.01
RESTATED CODE OF REGULATIONS
OF
CARDINAL HEALTH, INC.
ADOPTED JUNE 14, 1983
AMENDED SEPTEMBER 14, 1984
AMENDED JANUARY 27, 1994
AMENDED NOVEMBER 23, 1998
AMENDED NOVEMBER 7, 2001
AMENDED NOVEMBER 2, 2005
TABLE OF CONTENTS
Page
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ARTICLE 1 Meetings of Shareholders....................................... 1
Section 1.1 Annual Meeting.......................................... 1
Section 1.2 Special Meetings........................................ 1
Section 1.3 Place of Meetings....................................... 1
Section 1.4 Notice of Meetings...................................... 1
Section 1.5 [Reserved].............................................. 1
Section 1.6 Waiver of Notice........................................ 1
Section 1.7 Quorum.................................................. 2
Section 1.8 Organization............................................ 2
Section 1.9 Order of Business....................................... 2
Section 1.10 Voting.................................................. 2
Section 1.11 Proxies................................................. 2
Section 1.12 Inspectors of Elections................................. 2
Section 1.13 Record Date............................................. 3
Section 1.14 List of Shareholders at Meeting......................... 3
Section 1.15 Action in Writing in Lieu of Meeting.................... 3
ARTICLE 2 Board of Directors............................................. 3
Section 2.1 General Powers of Board................................. 3
Section 2.2 Number of Directors..................................... 3
Section 2.3 Compensation and Expenses............................... 3
Section 2.4 Election of Directors................................... 4
Section 2.5 Term of Office.......................................... 4
Section 2.6 Resignations............................................ 4
Section 2.7 Removal of Directors.................................... 4
Section 2.8 Vacancies............................................... 4
Section 2.9 Organization of Meetings................................ 5
Section 2.10 Place of Meetings....................................... 5
Section 2.11 Regular Meetings........................................ 5
Section 2.12 Special Meetings........................................ 5
Section 2.13 Notices of Meetings..................................... 5
Section 2.14 Notice of Adjournment of Meeting........................ 5
Section 2.15 Quorum and Manner of Acting............................. 6
Section 2.16 Order of Business....................................... 6
Section 2.17 Action in Writing in Lieu of Meeting.................... 6
Section 2.18 Executive and Other Committees.......................... 6
ARTICLE 3 Officers....................................................... 7
Section 3.1 Number and Titles....................................... 7
Section 3.2 Election, Terms of Office, Qualifications,
and Compensation........................................ 7
Section 3.3 Additional Officers, Agents, Etc........................ 7
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Section 3.4 Removal................................................. 7
Section 3.5 Resignations............................................ 7
Section 3.6 Vacancies............................................... 8
Section 3.7 Powers, Authority, and Duties of Officers............... 8
ARTICLE 4 Shares and Their Transfer...................................... 8
Section 4.1 Certificates for Shares................................. 8
Section 4.2 Transfer of Shares...................................... 8
Section 4.3 Regulations............................................. 9
Section 4.4 Lost, Destroyed or Stolen Certificates.................. 9
ARTICLE 5 Examination of Books by Shareholders........................... 9
ARTICLE 6 Indemnification and Insurance.................................. 10
Section 6.1 Costs Incurred.......................................... 10
Section 6.2 Indemnification Procedure............................... 10
Section 6.3 Advance Payment of Costs................................ 10
Section 6.4 Non-Exclusive........................................... 11
Section 6.5 Insurance............................................... 11
Section 6.6 Survival................................................ 11
Section 6.7 Successors.............................................. 11
ARTICLE 7 Seal........................................................... 11
ARTICLE 8 Fiscal Year.................................................... 11
ARTICLE 9 Control Share Acquisitions..................................... 11
ARTICLE 10 Amendment of Regulations...................................... 12
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ARTICLE 1
Meetings of Shareholders
Section 1.1 Annual Meeting. The annual meeting of the shareholders, for the
purpose of electing directors and transacting such other business as may come
before the meeting, shall be held on such date and at such time during the first
six months of each fiscal year of the Company as may be fixed by the board of
directors and stated in the notice of the meeting.
Section 1.2 Special Meetings. A special meeting of the shareholders may be
called by the chairman of the board, or the president, or a majority of the
directors acting with or without a meeting, or the holders of shares entitling
them to exercise twenty-five percent of the voting power of the Company entitled
to be voted at the meeting. Upon delivery to the chairman, president, or
secretary of a request in writing for a shareholders' meeting by any persons
entitled to call such meeting, the officer to whom the request is delivered
shall give notice to the shareholders of such meeting. Any such request shall
specify the purposes and the date and hour for such meeting. The date shall be
at least 14 and not more than 65 days after delivery of the request. If such
officer does not call the meeting within five days after any such request, the
persons making the request may call the meeting by giving notice as provided
in Section 1.4 or by causing it to be given by their designated representative.
Section 1.3 Place of Meetings. All meetings of shareholders shall be held
at such place or places, within or without the State of Ohio, as may be fixed by
the board of directors or, if not so fixed, as shall be specified in the notice
of the meeting.
Section 1.4 Notice of Meetings. A notice of each annual or special meeting
of shareholders shall be given to shareholders in accordance with and to the
extent required by applicable law by the chairman, president or secretary, or,
in case of their refusal or failure to do so, by the person or persons entitled
to call such meeting. Except when expressly required by law, no publication of
any notice of a shareholders meeting shall be required. If shares are
transferred after notice has been given, notice need not be given to the
transferee. A record date may be fixed for determining the shareholders entitled
to notice of any meeting of shareholders, in accordance with the provisions of
Section 1.13. Only the business provided for in such notice shall be considered
at the meeting. Notice of the adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at the meeting.
Section 1.5 [Reserved]
Section 1.6 Waiver of Notice. Any shareholder, either before or after any
meeting, may waive any notice required by law, the articles, or these
regulations. Waivers must be in writing and filed with or entered upon the
records of the meeting. Notice of a meeting will be deemed to have been waived
by any shareholder who attends the meeting either in person or by proxy, and who
does not, before or at the commencement of the meeting, protest the lack of
proper notice.
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Section 1.7 Quorum. The holders of shares entitling them to exercise a
majority of the voting power of the Company entitled to vote at a meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business, except when a greater number is required by law, the articles of
incorporation, or these regulations. In the absence of a quorum at any meeting
or any adjournment of the meeting, the holders of shares entitling them to
exercise a majority of the voting power of the shareholders present in person or
by proxy and entitled to vote may adjourn the meeting from time to time. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.
Section 1.8 Organization. At each shareholders meeting the chairman of the
board, or, in the chairman's absence, the president, or, in the absence of both
of them, any vice president, or, in the absence of any vice president, a
chairman chosen by the holders of shares entitling them to exercise a majority
of the voting power of the shareholders present in person or by proxy and
entitled to vote, shall act as chairman, and the secretary of the Company, or,
in the secretary's absence, any assistant secretary, or, in the absence of all
of them, any person whom the chairman of the meeting appoints, shall act as
secretary of the meeting.
Section 1.9 Order of Business. The order of business at each shareholders
meeting shall be fixed by the chairman of the meeting at the beginning of the
meeting but may be changed by the vote of the holders of shares entitling them
to exercise a majority of the voting power of the shareholders present in person
or by proxy and entitled to vote.
Section 1.10 Voting. Each holder of a share or shares of the class or
classes entitled to vote by law or the articles of incorporation shall be
entitled to one vote in person or by proxy for each such share registered in the
holder's name on the books of the Company. As provided in Section 1.12, a record
date for determining which shareholders are entitled to vote at any meeting may
be fixed. Shares of its own stock belonging to the Company shall not be voted
directly or indirectly. Persons holding voting shares in a fiduciary capacity
shall be entitled to vote the shares so held. A shareholder whose shares are
pledged shall be entitled to vote the shares standing in his or her name on the
books of the Company. Upon a demand by any shareholder present in person or by
proxy at any meeting and entitled to vote, any vote shall be by ballot. Each
ballot shall be signed by the shareholder or such shareholder's proxy and shall
state the number of shares voted by such shareholder. Otherwise, votes shall be
made orally.
Section 1.11 Proxies. Any shareholder who is entitled to attend or vote at
a shareholders meeting shall be entitled to exercise such right and any other of
his or her rights by proxy or proxies appointed by a writing signed by such
shareholder, which need not be witnessed or acknowledged. Except as otherwise
specifically provided in these regulations, actions taken by proxy shall be
governed by the provisions of Section 1701.48, Ohio Revised Code, or any future
statute of like tenor or effect, including the provisions relating to the
sufficiency of the writing, duration of the validity of the proxy, power of
substitution, revocation, and all other provisions.
Section 1.12 Inspectors of Elections. Inspectors of elections may be
appointed and act as provided in Section 1701.50, Ohio Revised Code, or any
future statute of like tenor or effect.
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Section 1.13 Record Date. The board of directors may fix a record date for
any lawful purpose, including without limitation the determination of
shareholders entitled to: (a) receive notice of or to vote at any meeting, (b)
receive payment of any dividend or other distribution, (c) receive or exercise
rights of purchase of, subscription for, or exchange or conversion of, shares or
other securities, subject to any contract right with respect thereto, or (d)
participate in the execution of written consents, waivers, or releases. Any such
record date shall not be more than sixty days preceding the date of such
meeting, the date fixed for the payment of any dividend or other distribution,
or the date fixed for the receipt or the exercise of rights, as the case may be.
Section 1.14 List of Shareholders at Meeting. Upon request of any
shareholder at any meeting of shareholders, there shall be produced at the
meeting an alphabetically arranged list, or classified lists, of the
shareholders of record as of the applicable record date who are entitled to
vote, showing their respective addresses and the number and classes of shares
held by them.
Section 1.15 Action in Writing in Lieu of Meeting. Any action which may be
authorized or be taken at a meeting of the shareholders may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all the shareholders who would be entitled to
notice of a meeting of the shareholders held for that purpose.
ARTICLE 2
Board of Directors
Section 2.1 General Powers of Board. The powers of the Company shall be
exercised, its business and affairs shall be conducted, and its property shall
be controlled by the board of directors, except as otherwise provided by law of
Ohio, the articles, or these regulations.
Section 2.2 Number of Directors. The number of directors of the Company
shall be thirteen (13). The number of directors may be increased or decreased by
action of the board of directors upon the vote of a majority of the board;
provided, however, that in no case shall the number of directors be fewer than
nine (9) or more than sixteen (16) without an amendment to this Section 2.2
approved in the manner specified in Article 10 of these regulations; and
provided further that no decrease in the number of directors shall have the
effect of removing any director prior to the expiration of his or her term of
office.
Section 2.3 Compensation and Expenses. The directors shall be entitled to
such compensation, on a monthly or annual basis, or on the basis of meetings
attended, or on both bases, as the board of directors may from time to time
determine and establish. No director shall be precluded from serving the Company
as an officer or in any other capacity, or from receiving compensation for so
serving. Directors may be reimbursed for their reasonable expenses incurred in
the performance of their duties, including the expense of traveling to and from
meetings of the board, if such reimbursement is authorized by the board of
directors.
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Section 2.4 Election of Directors. At each meeting of the shareholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes shall be deemed elected the directors of the
Company. Any shareholder may cumulate his or her votes at an election of
directors upon fulfillment of the conditions prescribed in Section 1701.55, Ohio
Revised Code, or any future statute of like tenor or effect.
Section 2.5 Term of Office. At the 2006 annual meeting of shareholders, the
successors of the directors whose terms expire at that meeting shall be elected
for a term expiring at the 2007 annual meeting of shareholders; at the 2007
annual meeting of shareholders, the successors of the directors whose terms
expire at that meeting shall be elected for a term expiring at the 2008 annual
meeting of shareholders; and at each annual meeting of shareholders thereafter,
the directors shall be elected for terms expiring at the next annual meeting of
shareholders; or, in each case, if the election of directors shall not be held
at that annual meeting, until a special meeting of the shareholders for the
purpose of electing directors is held as provided in Section 1.2, or the taking
of action by all the shareholders in writing in lieu of either such meetings,
and in any case until his or her successor is elected and qualified or until his
or her earlier resignation, removal from office, or death.
Section 2.6 Resignations. Any director may resign by giving written notice
to the chairman, the president, or the secretary of the Company. Such
resignation shall take effect at the time specified therein. Unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to
make it effective.
Section 2.7 Removal of Directors. All the directors or any individual
director may be removed from office, without assigning any cause, by the
affirmative vote of the holders of record of not less than 75 percent of the
shares having voting power of the Company with respect to the election of
directors, provided that unless all the directors are removed, no individual
director shall be removed in case the votes of a sufficient number of shares are
cast against his or her removal which, if cumulatively voted at an election of
all the directors, would be sufficient to elect at least one director. In case
of any such removal, a new director may be elected at the same meeting for the
unexpired term of each director removed. Any director may also be removed by the
board of directors for any of the causes specified in Section 1701.58(B), Ohio
Revised Code, or any future statute of like tenor or effect.
Section 2.8 Vacancies. A vacancy in the board of directors may be filled by
majority vote of the remaining directors, even though they are less than a
quorum. Shareholders entitled to elect directors may elect a director to fill
any vacancy in the board (whether or not the vacancy has previously been
temporarily filled by the remaining directors) at any shareholders meeting
called for that purpose. Any directors chosen by the board of directors or the
shareholders to fill a vacancy that does not result from a newly created
directorship shall hold office until the expiration of the term of office of the
directors whom they replaced or until their successors are elected and qualified
or until his or her earlier resignation, removal from office, or death. Any
directors chosen by the board of directors or the shareholders to fill a vacancy
resulting from a newly created directorship shall hold office until the annual
meeting of shareholders in the year of the expiration of his or her term of
office, or, if the election of directors shall not be held at that annual
meeting, until a special meeting of the shareholders for the purpose of electing
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directors is held as provided in Section 1.2, or the taking of action by all the
shareholders in writing in lieu of either or until their successors are elected
and qualified or until his or her earlier resignation, removal from office, or
death.
Section 2.9 Organization of Meetings. At each meeting of the board of
directors, the chairman of the board, or, in his or her absence, the president,
or, in his or her absence, a chairman chosen by a majority of the directors
present, shall act as chairman. The secretary of the Company, or, if the
secretary shall not be present, any person whom the chairman of the meeting
shall appoint, shall act as secretary of the meeting.
Section 2.10 Place of Meetings. Meetings of the board shall be held at such
place or places, within or without the State of Ohio, as may from time to time
be fixed by the board of directors or as shall be specified or fixed in the
notice of the meeting.
Section 2.11 Regular Meetings. Regular meetings of the board will not be
held unless this code of regulations shall be amended to provide therefor.
Section 2.12 Special Meetings. Special meetings of the board of directors
shall be held whenever called by the chairman of the board, if any, or by the
president, or by a number of directors equal to one-third of the total number of
directors.
Section 2.13 Notices of Meetings. Unless waived before, at or after the
meeting as hereinafter provided, notice of each board of directors meeting shall
be given to each director in accordance with and to the extent required by
applicable law by the chairman, the president, the secretary, an assistant
secretary, or the persons calling such meeting in any of the following ways:
(a) By orally informing him of the meeting in person or by telephone
not later than twelve hours before the date and time of the meeting.
(b) By delivering notice in writing, electronically or by other
legally sufficient means not later than one day before the date of the
meeting.
(c) By mail, telegram or cablegram at least two days before the
meeting addressed to him at the address furnished by him to the secretary
of the Company, or to such other address as the person sending the notice
shall know to be correct.
Unless otherwise required by the articles of incorporation, this code of
regulations, or the laws of the State of Ohio, the notice of any meeting need
not specify the purposes of the meeting. Notice of any meeting of the board may
be waived by any director, either before, at, or after the meeting, in writing
or by any other legally sufficient means.
Section 2.14 Notice of Adjournment of Meeting. Notice of adjournment of a
meeting need not be given if the time and place to which it is adjourned are
fixed and announced at the meeting.
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Section 2.15 Quorum and Manner of Acting. A majority of the number of
directors fixed or established pursuant to Section 2.2 as of the time of any
meeting of the board of directors must be present in person at such meeting in
order to constitute a quorum for the transaction of business, provided that
meetings of the directors may include participation by directors through any
communications equipment if all directors participating can hear each other, and
such participation in a meeting shall constitute presence at such meeting. The
act of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the board of directors. In the absence of a quorum,
a majority of those present may adjourn a meeting from time to time until a
quorum is present. Notice of an adjourned meeting need not be given. The
directors shall act only as a board. Individual directors shall have no power as
such.
Section 2.16 Order of Business. The order of business at meetings of the
board shall be such as the chairman of the meeting may prescribe or follow,
subject, however, to his or her being overruled with respect thereto by a
majority of the members of the board present.
Section 2.17 Action in Writing in Lieu of Meeting. Any action which may be
authorized or taken at a meeting of the directors may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by, all the directors.
Section 2.18 Executive and Other Committees. The directors may create and
from time to time abolish or reconstitute an executive committee and any other
committee or committees of directors each to consist of not less than three
directors, and may delegate to any such committee or committees any or all of
the authority of the directors, however conferred, other than that of filling
vacancies in the board of directors or in any committee of directors. Each such
committee shall serve at the pleasure of the directors, and shall act only in
the intervals between meetings of the board of directors, and shall be subject
to the control and direction of the board of directors. The directors may adopt
or authorize the committees to adopt provisions with respect to the government
of any such committee or committees which are not inconsistent with applicable
law, the articles of incorporation of the Company, or these regulations. An act
or authorization of any act by any such committee within the authority properly
delegated to it by the directors shall be as effective for all purposes as the
act or authorization of the directors. Any right, power, or authority conferred
in these regulations to the "directors" or to the "board of directors" shall
also be deemed conferred upon each committee or committees of directors to which
any such right, power, or authority is delegated (expressly, or by general
delegation, or by necessary implication) by the board of directors.
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ARTICLE 3
Officers
Section 3.1 Number and Titles. The officers of the Company shall be a
chairman of the board, a president, one or more vice presidents, if needed, a
secretary, one or more assistant secretaries, if needed, a treasurer, one or
more assistant treasurers, if needed, and such other officers and assistant
officers as the board may deem necessary. The board shall have the discretion to
determine from time to time the number of vice presidents, if any, the Company
shall have, whether or not assistant secretaries and assistant treasurers are
needed, and, if so, the number of assistant secretaries and assistant treasurers
the Company shall have. Furthermore, if there is more than one vice president,
the board may, in its discretion, establish designations for the vice
presidencies so as to distinguish among them as to their functions or their
order, or both. Any two or more offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instrument in more than one
capacity if such instrument is required by law, the articles, or these
regulations to be executed, acknowledged, or verified by two or more officers.
Section 3.2 Election, Terms of Office, Qualifications, and Compensation.
The officers shall be elected by the board of directors. Each shall be elected
for an indeterminate term and shall hold office during the pleasure of the board
of directors. The board of directors may hold annual elections of officers; in
that event, each such officer shall hold office until his or her successor is
elected and qualified unless he or she is removed earlier by the board of
directors. The chairman of the board shall be a director, but no other officer
need be a director. The other qualifications of all officers shall be such as
the board of directors may establish. The board of directors shall fix the
compensation, if any, of each officer.
Section 3.3 Additional Officers, Agents, Etc. In addition to the officers
mentioned in Section 3.1, the Company may have such other officers, agents, and
committees as the board of directors may deem necessary and may appoint, each of
whom or each member of which shall hold office for such period, have such
authority, and perform such duties as may be provided in these regulations or as
may, from time to time, be determined by the board. The board of directors may
delegate to any officer or committee the power to appoint any subordinate
officer, agents, or committees. In the absence of any officer, or for any other
reason the board of directors may deem sufficient, the board of directors may
delegate, for the time being, the powers and duties, or any of them, of such
officer to any other officer, or to any director.
Section 3.4 Removal. Any officer may be removed, either with or without
cause, at any time, by the board of directors at any meeting, the notices (or
waivers of notices) of which shall have specified that such removal action was
to be considered. Any officer appointed by an officer or committee to which the
board shall have delegated the power of appointment may be removed, either with
or without cause, by the committee or superior officer (including successors)
who made the appointment, or by any committee or officer upon whom such power of
removal may be conferred by the board of directors.
Section 3.5 Resignations. Any officer may resign at any time by giving
written notice to the board of directors, the chairman, the president, or the
secretary. Any such resignation shall take
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effect at the time specified therein. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 3.6 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise shall be filled in the
manner prescribed for regular appointments or elections to such office.
Section 3.7 Powers, Authority, and Duties of Officers. Officers of the
Company shall have the powers and authority conferred and the duties prescribed
by law, in addition to those specified or provided for in these regulations and
such other powers, authority, and duties as may be determined by the board of
directors from time to time.
ARTICLE 4
Shares and Their Transfer
Section 4.1 Certificates for Shares. Every owner of one or more shares in
the Company shall be entitled to a certificate or certificates, which shall be
in such form as may be approved by the board of directors, certifying the number
and class of shares in the Company owned by him. The certificates for the
respective classes of such shares shall be numbered in the order in which they
are issued and shall be signed in the name of the Company by the chairman or the
president and the secretary; provided that, if such certificates are
countersigned by a transfer agent or registrar, the signatures of such officers
upon such certificates may be facsimiles, stamped, or printed. If an officer who
has signed or whose facsimile signature has been used, stamped, or printed on
any certificates ceases to be such officer because of death, resignation or
other reason before such certificates are delivered by the Company, such
certificates shall nevertheless be conclusively deemed to be valid if
countersigned by any such transfer agent or registrar. A record shall be kept of
the name of the owner or owners of the shares represented by each such
certificate and the number of shares represented thereby, the date thereof, and
in case of cancellation, the date of cancellation. Every certificate surrendered
to the Company for exchange or transfer shall be cancelled and no new
certificate or certificates shall be issued in exchange for any existing
certificates until such existing certificates shall have been so cancelled,
except in cases provided for in Section 4.4.
Section 4.2 Transfer of Shares. Any certificate for shares of the Company
shall be transferable in person or by attorney upon the surrender of the
certificate to the Company or any transfer agent for the Company (for the class
of shares represented by the certificate surrendered) properly endorsed for
transfer and accompanied by such assurances as the Company or its transfer agent
may require as to the genuineness and effectiveness of each necessary
endorsement. The person in whose name any shares stand on the books of the
Company shall, to the full extent permitted by law, be conclusively deemed to be
the unqualified owner and holder of the shares and entitled to exercise all
rights of ownership for all purposes relating to the Company. Neither the
Company nor any transfer agent of the Company shall be required to recognize any
equitable interest in, or any claim to, any such shares on the part of any other
person, whether disclosed on
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the certificate or any other way, nor shall they be required to see to the
performance of any trust or other obligation.
Section 4.3 Regulations. The board of directors may make such rules and
regulations as it may deem expedient or advisable, not inconsistent with these
regulations, concerning the issue, transfer, and registration of certificates
for shares. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.
Section 4.4 Lost, Destroyed or Stolen Certificates. A new share certificate
or certificates may be issued in place of any certificate theretofore issued by
the Company which is alleged to have been lost, destroyed, or wrongfully taken
upon: (a) the execution and delivery to the Company by the person claiming the
certificate to have been lost, destroyed, or wrongfully taken of an affidavit of
that fact in form satisfactory to the Company, specifying whether or not the
certificate was endorsed at the time of such alleged loss, destruction or
taking, and (b) the receipt by the Company of a surety bond, indemnity
agreement, or any other assurances satisfactory to the Company and to all
transfer agents and registrars of the class of shares represented by the
certificate against any and all losses, damages, costs, expenses, liabilities or
claims to which they or any of them may be subjected by reason of the issue and
delivery of such new certificate or certificates or with respect to the original
certificate.
ARTICLE 5
Examination of Books by Shareholders
The board of directors may make reasonable rules and regulations
prescribing under what conditions the books, records, accounts, and documents of
the Company, or any of them, shall be open to the inspection of the
shareholders. No shareholder shall be denied any right which is conferred by
Section 1701.37, Ohio Revised Code, or any other applicable law to inspect any
book, record, account, or document of the Company. An original or duplicate
stock ledger showing the names and addresses of the shareholders and the number
and class of shares issued or transferred of record to or by them from time to
time shall at all times during the usual hours for business be open to the
examination of every shareholder at the principal office or place of business of
the Company in the State of Ohio.
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ARTICLE 6
Indemnification and Insurance
Section 6.1 Costs Incurred. The Company shall indemnify any person who 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, by reason of the fact that he or she is or was a director,
officer, employee, or agent of the Company, or is or was serving at the request
of the Company as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding provided
that: (a) he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company; (b) with
respect to any criminal action or proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful; and (c) in any action or suit by or
in the right of the Company, no indemnification shall be made with respect to
any amounts paid in settlement or with respect to any claim, issue, or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the Company unless and only
to the extent that the Court of Common Pleas or the court in which such action
or suit was brought shall determine 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. The termination of
any action, suit, or proceeding by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent, shall not of itself create
a presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, that he or she
had reasonable cause to believe that his or her conduct was unlawful.
Section 6.2 Indemnification Procedure. Any indemnification under Section
6.1 shall be made by the Company only if and as authorized in the specific case
upon a determination that indemnification of the director, trustee, officer,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 6.1. Such determination
shall be made by one of the following methods: (a) by a majority vote of a
quorum consisting of directors of the Company 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 vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel retained
by the Company, 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 Company
or any person to be indemnified within the past five years; or (c) by the
shareholders; or (d) by the Court of Common Pleas of Franklin County, Ohio, or
the court in which such action, suit, or proceeding was brought.
Section 6.3 Advance Payment of Costs. Expenses, including attorneys' fees,
incurred in defending any action, suit, or proceeding referred to in Section 6.1
may be paid by the Company 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 director, trustee, officer,
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employee, or agent to repay such amount unless it shall ultimately be determined
that he or she is entitled to be indemnified by the Company as authorized in
this Article.
Section 6.4 Non-Exclusive. The indemnification authorized in this Article
shall not be deemed exclusive of any other rights to which persons seeking
indemnification may be entitled under any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
Section 6.5 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a director,
trustee, officer, 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 or her and incurred by him
or her in any such capacity or arising out of his or her status as such, whether
or not the Company would have the power to indemnify him or her against such
liability under this Article or under Chapter 1701, Ohio Revised Code.
Section 6.6 Survival. The indemnification authorized in this Article shall
continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent.
Section 6.7 Successors. The indemnification authorized in this Article
shall inure to the benefit of the heirs, executors, and administrators of any
person entitled to indemnification under this Article.
ARTICLE 7
Seal
The board of directors may adopt and alter a corporate seal and use the
same or a facsimile thereof, but failure to affix the corporate seal, if any,
shall not affect the validity of any instrument.
ARTICLE 8
Fiscal Year
The fiscal year of the Company shall be fixed and may be changed from time
to time by the board of directors.
ARTICLE 9
Control Share Acquisitions
Section 1701.831, Ohio Revised Code, shall not apply to control share
acquisitions of shares of the Company.
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ARTICLE 10
Amendment of Regulations
These regulations may be amended or new regulations may be adopted: (a) at
any meeting of the shareholders held for such purpose by the affirmative vote of
the holders of record of shares entitling them to exercise a majority of the
voting power on such proposal, except that the affirmative vote of the holders
of record of not less than 75 percent of the shares having voting power with
respect to any such proposal shall be required to amend, change, adopt any
provision inconsistent with, or repeal Sections 2.2, 2.5, or 2.7 or to amend,
change, or repeal the provisions of this Article 10 establishing the voting
requirements for amending, changing, adopting any provision inconsistent with,
or repealing Sections 2.2, 2.5, or 2.7; or (b) without a meeting of the
shareholders, by the written consent of the holders of record of shares
entitling them to exercise a majority of the voting power on such proposal,
except that the written consent of the holders of record of not less than 75
percent of the shares having voting power with respect to any such proposal
shall be required to amend, change, adopt any provision inconsistent with, or
repeal Sections 2.2, 2.5, or 2.7 or to amend, change, or repeal the provisions
of this Article 10 establishing the consent requirements for amending, changing,
adopting any provisions inconsistent with, or repealing Sections 2.2, 2.5, or
2.7. If any amendment or new regulations are adopted without a meeting of the
shareholders, the secretary shall mail a copy of the amendment or new
regulations to each shareholder who would have been entitled to vote on the
proposal but who did not participate in the adoption of the amendment or new
regulations.
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