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Exhibit 3.2
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
METROPOLITAN FINANCIAL CORP.
(JANUARY 19, 1999)
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meeting. All meetings of the shareholders of the
Corporation shall be held at the office of the Corporation or at such other
places, within or without the State of Ohio, as may from time to time be
determined by the Board of Directors, the Chairman of the Board, or the
President and specified in the notice of such meeting.
SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors, the consideration of reports to
be laid before such meeting, and the transaction of such other business as may
properly come before the meeting shall be held on the date from time to time
determined by the Board of Directors of the Corporation that is not a legal
holiday under the laws of the place where the meeting is to be held, and, if a
legal holiday, then on the next succeeding day not a legal holiday under the
laws of such place, or such other date, and at such hour as may from time to
time be determined by the Chairman of the Board, or the President and specified
in the notice of such meeting. If no determination is made as to the date of the
annual meeting of shareholders by the Board of Directors, the Chairman of the
Board of the President, then the annual meeting of the Corporation's
shareholders shall be held on the fourth Tuesday of May, unless such date is a
legal holiday under the laws of the place where the meeting is to be held, in
which case, the meeting shall be held on the next succeeding day that is not a
legal holiday.
SECTION 3. Special Meetings. Except as otherwise required by law and
subject to the rights of the holders of any class or series of preferred stock
of the Corporation, special meetings of the shareholders for any purpose or
purposes may be called only by (i) the Chairman of the Board, (ii) the
President, or, in the case of the President's absence, death, or disability, the
vice-president authorized to exercise the authority of the President, (iii) the
Board of Directors by action at a meeting, or a majority of the entire
authorized Board of Directors acting without a meeting, or (iv) the persons who
hold 50% of all shares outstanding and entitled to vote at the special meeting.
Upon request in writing delivered either in person or by registered
mail to the President or the Secretary, by any persons entitled to call a
meeting of shareholders, such officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a date not less
than seven nor more than 60 days after the receipt of such request, as such
officer may fix. If such notice is not given within 30 days after the delivery
or mailing of such request, the persons calling the meeting may fix the time of
the meeting and give notice thereof in the manner provided by law or as provided
in these Regulations, or cause such notice to be given by any designated
representative.
SECTION 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of the shareholders, whether annual or special,
shall be
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given, either by personal delivery or by mail, not less than seven nor more than
60 days before the date of the meeting to each shareholder of record entitled to
notice of the meeting, by or at the direction of the Chairman of the Board,
President or Secretary or any other person or persons required or permitted by
these Regulations to give such notice. If mailed, such notice shall be deemed
given when deposited in the United States mail, postage prepaid, directed to the
shareholder at such shareholder's address as it appears on the records of the
Corporation. Each such notice shall state the place, date, and hour of the
meeting, and the purpose or purposes for which the meeting is called. Notice of
adjournment of a meeting of shareholders need not be given if the time and place
to which it is adjourned are fixed and announced at such meeting.
SECTION 5. Quorum. Except as otherwise provided by law or by the
Articles of Incorporation of the Corporation, the holders of shares entitled to
exercise a majority of the voting power of the Corporation at the meeting shall
constitute a quorum for the transaction of business at any meeting of the
shareholders; provided, however, that no action required by law, by the Articles
of Incorporation of the Corporation, or by these Regulations to be authorized or
taken by the holders of a designated proportion of the shares of any particular
class or of each class of the Corporation may be authorized or taken by a lesser
proportion.
SECTION 6. Adjournments. The holders of a majority of the voting
shares represented at a meeting, whether or not a quorum is present, may adjourn
such meeting from time to time.
SECTION 7. Advance Notice of Shareholder Proposals. No proposal made by
a shareholder of the Corporation shall be eligible to be submitted to the
shareholders for their approval or adoption at any annual or special meeting of
shareholders unless all of the following requirements are met:
(1) the shareholder submitting the proposal (the "proponent")
submits the proposal to the Corporation in writing at the Corporation's
principal executive offices;
(2) at the time the proponent submits such proposal the
proponent is a shareholder of record of the Corporation and continues
to be a shareholder of record of the Corporation as of the close of
business on the record date for determining shareholders entitled to
notice of and to vote at such annual or special meeting of
shareholders, in both instances as reflected in the shareholder records
of the Corporation;
(3) at the time the proponent submits such proposal the
proponent provides the Corporation in writing with the proponent's
name, address, the number of and class of all shares of each class of
stock of the Corporation beneficially owned (within the meaning of Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as
amended), by such shareholder, the date upon which the proponent
acquired such securities, any material interest of the proponent in the
proposal (other than as a shareholder), a brief written statement of
the reasons why the proponent favors the proposal, and a list of all
other proposals submitted by the proponent to the Corporation during
the preceding five years; and
(4) the proposal is received at the Corporation's principal
executive offices (A) in the case of a proposal to be acted upon at an
annual meeting of shareholders, not less than 120 calendar days in
advance of the date of the Corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting of
shareholders, or, if no annual meeting was held in the previous year, a
reasonable time (as determined by the Corporation in its sole
discretion) before the current year's annual meeting; and (B) in the
case of a proposal to be acted upon at a special meeting of
shareholders, a reasonable time (as determined by the Corporation in
its sole discretion) before the special meeting.
Notwithstanding the foregoing provisions of this Section 7, in the case
of any proposal that the Corporation is required to include in its proxy
statement and form
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of proxy under the provisions of Rule 14a-8 (as from time to time amended)
promulgated under the Securities Exchange Act of 1934, as amended (or any
similar or successor rule or regulation under that or any successor act),
compliance by the proponent with all of the requirements of such rule shall be
deemed to constitute compliance with the provisions of this Section 7.
The person presiding at the meeting, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall
determine whether such notice under this Section 7 or under Section 2(b) of
Article II, as applicable, has been duly given and shall direct that proposals
and nominees not be considered if such notice (together with all required
information to be submitted by such shareholder under this Section 7 or under
Section 2(b) of Article II, as applicable) has not been given.
ARTICLE II
DIRECTORS
SECTION 1. Number, Classification, and Term of Office. The Board of
Directors shall be divided into three classes. The respective terms of the three
classes of directors are staggered so that at any time the term of one class
will expire at the next annual meeting of shareholders thereafter occurring, the
term of a second class will expire at the second annual meeting of shareholders
thereafter occurring, and the term of a third class will expire at the third
annual meeting of shareholders thereafter occurring. At each annual meeting of
shareholders of the Corporation, the successors to the directors of the class
whose term will expire in that year shall be elected to hold office for a term
expiring at the annual meeting of shareholders occurring in the third year after
the date of their election. In each instance directors shall hold office until
their successors are chosen and qualified, or until the earlier death,
retirement, resignation, or removal of any such director as provided in Sections
11 and 12 of this Article II.
At the Effective Time (as defined below), the number of directors of
the Corporation shall be 11, divided into three classes as follows: one class of
three directors whose term will expire at the next annual meeting of
shareholders occurring after the Effective Time, one class of four directors
whose term will expire at the second annual meeting of shareholders occurring
after the Effective Time, and one class of four directors whose term will expire
at the third annual meeting of shareholders occurring after the Effective Time.
"Effective Time" shall mean the date of the closing of the initial public
offering of shares of Common Stock of the Corporation.
The Board of Directors or the shareholders may from time to time fix or
change the size of the Board of Directors to a total number of not fewer than 8
directors and no more than 14 directors. The Board of Directors may fix or
change the number of directors by the affirmative vote of a majority of the
entire authorized Board. The shareholders may, subject to the limitations
contained in the first sentence of this paragraph regarding the number of
directors, fix or change the number of directors at a meeting of the
shareholders called for the purpose of electing directors (i) by the affirmative
vote of the holders of shares entitling them to exercise three-quarters of the
voting power of the Corporation represented at the meeting and entitled to elect
directors or (ii) if the proposed change in the number of directors is
recommended by a majority of the entire authorized Board of Directors, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation represented at the meeting and entitled
to elect directors. If the Board of Directors or the shareholders change the
number of directors, the three classes of the Board of Directors shall be
divided into as equal a number of directors as possible, with the Board of
Directors or the shareholders, as the case may be, fixing or determining the
adjustment to be made in each class. No reduction in the number of directors
shall of itself have the effect of shortening the term of an incumbent director.
In the event that the Board of Directors increases the number of directors, it
may fill the vacancy or vacancies created by the increase in the number of
directors for the respective unexpired terms in accordance with the provisions
of Section 13 of this Article II. In the event the shareholders increase the
number of directors and fail to fill the vacancy or vacancies created thereby,
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the Board of Directors may fill such vacancy or vacancies for the respective
unexpired terms in accordance with the provisions of Section 13 of this Article
II.
The foregoing provisions of this Section 1 are subject to the automatic
increase by two in the authorized number of directors and the right of the
holders of any class or series of preferred stock of the Corporation to elect
two directors of the Corporation during any time when dividends payable on such
shares are in arrears, all as set forth in the Articles of Incorporation of the
Corporation and/or the express terms of the preferred stock of the Corporation.
SECTION 2. Nominations. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Subject to the rights of the holders of any class or series of preferred stock
of the Corporation, nominations for the election of directors may be made only:
(a) by the affirmative vote of a majority of the entire
authorized Board of Directors, or
(b) by any shareholder of the Corporation entitled to vote for
the election of directors at a meeting, but only if written notice of
such shareholder's intent to make such nomination is given to the
Secretary of the Corporation, delivered to or mailed and received at
the Corporation's principal executive offices, not less than 60 nor
more than 90 days prior to the meeting; provided, however, that in the
event that less than 75 days' notice to the shareholders or prior
public disclosure of the date of the meeting is given or made, the
written notice of such shareholder's intent to make such nomination
must be given to the Secretary not later than the close of business on
the fifteenth day following the earlier of the day on which such notice
of the date of the meeting was mailed or such public disclosure was
made. Each such notice of a shareholder's intent to make a nomination
shall set forth: (A) as to each person who is not an incumbent director
when the shareholder proposes to nominate such person for election as a
director: (1) the name, age, business address, and residence address of
such person, (2) the principal occupation or employment of such person
for the last five years, (3) the class and number of shares of capital
stock of the Corporation which are beneficially owned by such person,
(4) all positions of such person as a director, officer, partner,
employee, or controlling shareholder of any corporation or other
business entity, (5) any prior position as a director, officer, or
employee of a depository institution or any company controlling a
depository institution, (6) any other information regarding such person
that would be required pursuant to paragraphs (a), (d), (e) and (f) of
Item 401 of Regulation S-K adopted by the Securities and Exchange
Commission (or the corresponding provisions of any regulations
subsequently adopted by the Securities and Exchange Commission
applicable to the Corporation) to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange
Commission had such person been nominated, or intended to be nominated,
by the Board of Directors, and (7) the written consent of each nominee
to serve as a director of the Corporation if so elected, and (B) as to
the shareholder giving the notice: (1) the name and record address of
such shareholder, (2) a representation that the shareholder is a holder
of record of shares of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice, (3) a description of all
arrangements or understandings between the shareholder and each nominee
and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder, and (4) the class and number of shares of capital stock of
the Corporation which are beneficially owned (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) by such shareholder.
No person shall be eligible for election as a director unless nominated
in compliance with the forgoing procedure.
SECTION 3. Place of Meeting. The Board of Directors may hold its
meetings at such place or places within or without the State of Ohio as the
Board may from time
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to time determine or as shall be specified or fixed in the respective notices or
waivers of notice thereof.
SECTION 4. Regular Meetings of the Board. Regular meetings of the Board
of Directors shall be held at such times and places as the Board shall from time
to time determine. If any day fixed for a regular meeting shall be a legal
holiday under the laws of the place where the meeting is to be held, the meeting
which would otherwise be held on that day shall be held at the same hour on the
next succeeding business day or at such other time and place as the Board shall
determine.
SECTION 5. Special Meetings of the Board. Special meetings of the Board
of Directors shall be held whenever called by the Chairman of the Board or the
President or by a majority of the directors then in office.
SECTION 6. Notice of Meetings. Notice of regular meetings of the Board
of Directors or any adjourned meeting thereof need not be given. Notice of each
special meeting of the Board shall be mailed to each director, addressed to such
director at such director's residence or usual place of business, at least two
days before the day on which the meeting is to be held or shall be sent to such
director at such place by telegraph, telex or telecopier (or similar facsimile
transmission), or be given personally or by telephone, not later than the day
before the meeting is to be held, but notice need not be given to any director
who shall, either before or after the meeting, submit a signed waiver of such
notice or who shall attend such meeting without protesting prior to or at its
commencement, the lack of notice to such director. Every such notice shall state
the time and place but need not state the purpose of the meeting.
SECTION 7. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof 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 or all the
committee members, which writing or writings are filed with or entered upon the
records of the Corporation.
SECTION 8. Quorum, Adjournments, and Manner of Acting. Except as
otherwise provided by law, the Articles of Incorporation of the Corporation, or
these Regulations, a majority of the entire authorized Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board.
Except as otherwise provided by law, the Articles of Incorporation of the
Corporation, or these Regulations, the affirmative vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board. In the absence of a quorum, a majority of the directors present at
a meeting duly held may adjourn the meeting to another time and place. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the originally called meeting.
Notwithstanding the foregoing provisions of this Section 8, the
affirmative vote of at least two-thirds of the entire authorized Board of
Directors shall be required for the approval of any of the following
transactions: (a) any merger or consolidation of the Corporation (i) with any
interested shareholder, as such term is defined in Chapter 1704 of the Ohio
Revised Code, or (ii) with any other corporation if the merger or consolidation
is caused by any interested shareholder, (b) any recommendation or approval of
any transaction as a result of which any person will become an interested
shareholder, (c) any merger or consolidation involving the Corporation and any
other corporation with assets having an aggregate book value equal to 50% or
more of the aggregate book value of all the assets of the Corporation determined
on a consolidated basis, (d) any liquidation or dissolution of the Corporation,
(e) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition
(in one transaction or a series of transactions) to or with an interested
shareholder of assets of the Corporation which assets have an aggregate book
value equal to 10% or more of the aggregate book value of all the assets of the
Corporation determined on a consolidated basis, (f) any sale, lease, exchange,
mortgage, pledge, transfer, or other disposition (in one transaction or a series
of transactions) to or with any person of assets of the Corporation which assets
have an aggregate book value equal to 25% or more of the aggregate book value of
all the assets of the Corporation determined on a consolidated basis, (g) any
transaction which results in
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the issuance or transfer by the Corporation of more than 15% of the voting
stock of the Corporation to any person, (h) any transaction involving the
Corporation which has the effect, directly or indirectly, of increasing the
proportionate share of the stock or securities of any class or series of the
Corporation which is owned by an interested shareholder, (i) any transaction
requiring the amendment of any provision of the Articles of Incorporation of the
Corporation if to amend such provision otherwise would require an affirmative
vote of at least two-thirds of the entire authorized Board of Directors or any
transaction requiring the amendment of any provision of these Regulations if to
amend such provision otherwise would require an affirmative vote of at least
two-thirds of the entire authorized Board of Directors of the Corporation
(provided, however, if the amendment of any provision of these Regulations
requires an affirmative vote of more than two-thirds of the entire authorized
Board of Directors, any transactions having the same effect may only be
authorized by the vote required to amend such provision of these Regulations),
and (j) any receipt by an interested shareholder, other than proportionately as
a shareholder of the Corporation, of the benefit, directly or indirectly, of any
loans, advances, guarantees, pledges, or other financial benefits provided
through the Corporation.
SECTION 9. Committees. The Board of Directors may at any time appoint
from its members an Executive, Audit, or other committee or committees,
consisting of such number of members, not less than three, as the Board of
Directors may deem advisable, together with such alternates as the Board of
Directors may deem advisable, to take the place of any absent member or members
at any meeting of the committee. Each member and each alternate shall hold
office at the direction of the Board of Directors. Any committee shall act only
in the intervals between meetings of the Board of Directors and shall have such
authority of the Board of Directors as may, from time to time, be delegated by
the Board of Directors, except the authority to fill vacancies in the Board of
Directors or in any committee of the Board of Directors. Subject to these
exceptions, any person dealing with the Corporation shall be entitled to rely
upon any act or authorization of any act by any committee to the same extent as
an act or authorization of the Board of Directors. Each committee shall keep
full and complete records of all meetings and actions, which shall be open to
inspection by the directors. Unless otherwise ordered by the Board of Directors,
any committee may prescribe its own rules for calling and holding meetings,
including telephone meetings, and for its own method of procedure, and may act
at a meeting, including a telephone meeting, by a majority of its members or
without a meeting by a writing or writings signed by all of its members.
SECTION 10. Participation in Meeting by Means of Communications
Equipment. Any one or more members of the Board of Directors or any committee
thereof may participate in any meeting of the Board or of any committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.
SECTION 11. Resignations. Any director of the Corporation may resign at
any time by oral statement to that effect made at a meeting of the Board of
Directors or any committee thereof or by giving written notice to the Board of
Directors, the Chairman of the Board, the President, or the Secretary of the
Corporation. Such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 12. Removal of Directors. The Board of Directors may remove any
director and thereby create a vacancy on the Board: (a) if by order of court the
director has been found to be of unsound mind or has been adjudicated a bankrupt
or (b) if within 60 days from the date of the director's election he or she does
not qualify by accepting in writing the election to such office or by acting at
a meeting of directors.
All the directors, or all of the directors of a particular class, or
any individual director, may be removed from office, without assigning any
cause, by the affirmative vote of the holders of shares entitling them to
exercise three-quarters of the voting power of the Corporation entitled to elect
directors in place of those
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to be removed. In case of any such removal, a new director nominated in
accordance with Section 2 of this Article II may be elected at the same meeting
for the unexpired term of each director removed. Failure to elect a director to
fill the unexpired term of any director removed shall be deemed to create a
vacancy on the Board.
SECTION 13. Vacancies. Any vacancies on the Board of Directors
resulting from death, resignation, removal, or other cause shall only be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director. Newly created directorships resulting from any increase in the number
of directors by action of the Board of Directors shall be filled by the
affirmative vote of a majority of the directors then in office, or if not so
filled, by the shareholders at the next annual meeting thereof or at a special
meeting called for that purpose in accordance with Section 4 of Article I of
these Regulations. In the event the shareholders increase the authorized number
of directors in accordance with these Regulations but fail at the meeting at
which such increase is authorized, or an adjournment of that meeting, to elect
the additional directors provided for, or if the shareholders fail at any
meeting to elect the whole authorized number of directors, such vacancies may be
filled by the affirmative vote of a majority of the directors then in office.
Any director elected in accordance with the three preceding sentences of this
Section 13 shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified. The
provisions of this Section 13 shall not restrict the rights of the holders of
any class or series of preferred stock of the Corporation to fill vacancies in
directors elected by such holders as provided by the express terms of the
preferred stock.
ARTICLE III
OFFICERS
SECTION 1. Designations. The Board of Directors shall elect a Chairman
of the Board, a President, such number of Executive Vice-Presidents, Senior
Vice-Presidents and Vice-Presidents as the Board may from time to time
determine, a Secretary and a Treasurer. The Board of Directors may from time to
time create such offices and appoint such other officers, subordinate officers
and assistant officers as it may determine. The Chairman of the Board of
Directors shall be, but the other officers need not be, chosen from among the
members of the Board of Directors.
SECTION 2. Term and Removal. The officers of the Corporation shall hold
office until their successors are chosen and have qualified, or until any such
officer has resigned or is removed. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 3. Chairman of the Board. The Chairman of the Board shall serve
as chairman of all executive committees of the Corporation and preside at all
meetings of the Board of Directors, and shall have such other powers and duties
as may be prescribed by the Board of Directors.
SECTION 4. President. The President shall have general and active
management of the business of the Corporation. The President shall preside at
all meetings of the shareholders of the Corporation, and shall see that all
orders and resolutions of the Board of Directors are carried into effect. If the
Corporation has no Chairman of the Board, the President shall have all of the
duties and responsibilities previously enumerated for the Chairman of the Board.
In the absence or disability of the President, the Board of Directors shall
designate the appropriate officer to perform the duties and responsibilities of
the President.
SECTION 5. Secretary. The Secretary shall attend all meetings of the
Board, of the shareholders, and of the Executive Committee when required, and
record all the votes of the Corporation and the minutes of all its transactions
in a book to be kept for that purpose. The Secretary shall give, or cause to be
given, notice of all
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meetings of the shareholders and of special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision the Secretary shall act. The
Secretary shall keep in safe custody the corporate seal of the Corporation, if
any, and, when authorized by the Board, affix the same to any instrument
requiring it, and when so affixed it shall be attested by his or her signature
or by the signature of the Treasurer or an Assistant Secretary. The Secretary
shall perform such other duties as shall from time to time be imposed upon him
or her by the Board of Directors, Chairman of the Board, or President.
SECTION 6. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as shall be designated by the Board. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation. The Treasurer shall perform such
other duties as shall from time to time be imposed upon him or her by the Board
of Directors, Chairman of the Board, or President.
SECTION 7. Assistant Secretaries and Assistant Treasurers. In the
absence or disability of the Secretary or Treasurer, the Assistant Secretaries
or Assistant Treasurers, as the case may be, in the order designated by the
Board, shall perform the duties of the Secretary or Treasurer, as the case may
be, and shall have the full powers thereof.
ARTICLE IV
INDEMNIFICATION
The Corporation shall indemnify, to the full extent permitted by the
Ohio General Corporation Law as it may be amended, any person made or 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 Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee, member, manager, or agent of another
corporation, bank, limited liability company, partnership, joint venture, trust
or other enterprise. The indemnification provided by this Article IV shall not
be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled by statute, the Articles of Incorporation of the
Corporation, these Regulations, or 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, and
shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
ARTICLE V
CAPITAL STOCK
SECTION 1. Certificates for Shares. Certificates representing shares of
stock of each class of the Corporation, whenever authorized by the Board of
Directors, shall be in such form as shall be approved by the Board or by the
Chairman of the Board or President and the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer. Every share certificate shall be
signed by, or in the name of, the Corporation by the Chairman of the Board or
the President and by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer of the Corporation. Any or all signatures may be
facsimiles, engraved, stamped, or printed if countersigned by an incorporated
transfer agent or registrar. Although an officer, transfer agent or registrar
whose manual or facsimile signature is affixed to such a certificate ceases to
be such officer, transfer agent, or registrar before such
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certificate has been delivered, such certificate nevertheless shall be effective
in all respects when delivered.
SECTION 2. Transfers of Shares. Transfers of shares of stock of each
class of the Corporation shall be made only on the books of the Corporation by
the holder thereof, or by such holder's attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation or a
transfer agent for such stock, if any, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. The person in whose
name shares stand on the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation. No transfer of shares shall
be valid as against the Corporation and its shareholders and creditors for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.
SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation and
alleged to have been lost, stolen or destroyed, upon receiving an affidavit of
that fact made by the person claiming that the share certificate has been lost,
stolen or destroyed. When authorizing such issuance of a new certificate or
certificates, the Board may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his or her legal representative, to provide the
Corporation a bond in such sum and with such surety or sureties as it may direct
to indemnify the Corporation and such transfer agents and registrars against any
claim that may be made on account of the alleged loss, theft, or destruction of
any such certificate or certificates or the issuance of such new certificate or
certificates.
ARTICLE VI
RECORD DATES
For any lawful purpose, including the determination of the shareholders
who are entitled to receive notice of or to vote at a meeting of the
shareholders, the Board of Directors may fix a record date in accordance with
the provisions of the Ohio General Corporation Law. The record date for the
purpose of the determination of the shareholders who are entitled to receive
notice of or to vote at a meeting of the shareholders shall continue to be the
record date for all adjournments of the meeting unless the Board of Directors or
the persons who shall have fixed the original record date shall, subject to the
limitations set forth in the Ohio General Corporation Law, fix another date and
shall cause notice thereof and of the date to which the meeting shall have been
adjourned to be given to shareholders of record as of the newly fixed date in
accordance with the same requirements as those applying to a meeting newly
called. The Board of Directors may close the share transfer books against
transfers of shares during the whole or any part of the period provided for in
this Article VI, including the date of the meeting of the shareholders and the
period ending with the date, if any, to which adjourned. If no record date is
fixed therefor, the record date for determining the shareholders who are
entitled to receive notice of a meeting of the shareholders shall be the date
next preceding the day on which notice is given, and the record date for
determining the shareholders who are entitled to vote at a meeting of the
shareholders shall be the date next preceding the day on which the meeting is
held.
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ARTICLE VII
CORPORATE SEAL
The Board of Directors may provide a suitable seal, containing the name
of the Corporation, to be kept by the Secretary. If deemed advisable by the
Board of Directors, duplicate seals may be kept and used by other officers of
the Corporation, or by any transfer agent or registrar of its shares.
ARTICLE VIII
AMENDMENTS
These Regulations may be amended, or new regulations may be adopted, by
the shareholders at a meeting held for that purpose, by the affirmative vote of
the holders of shares entitling them to exercise a majority of the voting power
on that proposal. Notwithstanding anything to the contrary contained in these
Regulations or in this Article VIII, to amend or repeal Article I - Section 7,
Article II - Sections 1, 2, 12 and 13 and this Article VIII shall require the
affirmative vote at a meeting of holders of shares entitled to exercise
three-fourths of the voting power on such proposal, unless such action is
recommended by two-thirds of the members of the Board of Directors.
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