UNIVERSAL TOOL & STAMPING COMPANY, INC.
Incorporated Under the Laws of the State of Indiana
BY-LAWS
As Amended Through May 20, 1999
ARTICLE I
OFFICES
Section 1. Principal Office. The Corporation shall continuously
maintain in the State of Indiana a principal office and shall designate a
resident agent in the State.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Indiana as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. All meetings of the shareholders for
the election of directors and for any other purposes shall be held at the
principal office of the Corporation or at such other place either within or
without the State of Indiana as may be authorized by the Board of Directors
and stated in the notice of the meeting.
Section 2. Annual Meeting. An annual meeting of the shareholders of the
Corporation shall be held on the fourth Thursday of April of each year if not a
legal holiday, and, if a legal holiday, then on the next succeeding business day
at 10 o'clock A.M., or on such other date and at such other time as shall be
fixed by the Board of Directors, when the shareholders shall elect a Board of
Directors and transact such other business as may properly came before the
meeting.
Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes prescribed in the notice of the meeting, may be called
by the Board of Director the Chairman and Chief Executive Officer, the Secretary
or by the holders of not less than one-forth of all the outstanding shares of
the Corporation entitled by the Articles of Incorporation to vote an the
business proposed to be transacted thereat, and shall be held at such place, an
such date, and at such time as they or he shall fix.
Section 4. Notice. Written notice of every meeting of shareholders,
stating the place date, and hour where it is to be held, and, in case of a
special meeting, the purpose or purposes for which it is called, shall be
delivered either personally or by mail, postage prepaid, by the Secretary
or the officer or persons calling the meeting, to each shareholder of the
Corporation entitled to vote at such meeting not less than ten nor move than
sixty days before the date fixed for such meeting, except as otherwise
provided herein or required by law (meaning herein, as required from time to
time by the Indiana Business Corporation Law from time to time in effect or
the Articles of Incorporation). If Mailed such notice shall be deemed to have
been given when deposited in the United States mail with postage prepaid,
addressed to each shareholder at his address as it appears on the books of
the Corporation. When a meeting is adjourned to another place, date, or time,
written notice need, not be given of the adjourned meeting if the Place,
date, and time thereof are announced at the meeting 'at which the adjournment
is taken. At any adjourned meeting, any business may be transacted which
might have been transacted at the original meeting.
Section 5. Voting Lists. The officer or agent having charge of the
stock ledger of the Corporation shall make at least rive days before each
meeting of shareholders a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order with the
address of and the number of shares registered in the name of each which list
shall be open to the examination of any such shareholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
five days prior to the meeting, either at a place where the meeting is to be
held, which place shall be specified in the Notice of Meeting, or if not so
specified, at the place where the meeting is to be held. The stock list shall
also be kept at the place of the meeting during the whole time thereof and shall
be open to the examination of any such shareholder who is present. This list
shall presumptively determine the identity of the shareholders entitled to vote
at the meeting and the number of shares held by each or them.
Section 6. Fixing Record Date. For the purpose of determining
shareholders entitled to receive payment of any dividend or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a record date for such purpose, such date in any
case not to be more than seventy days prior to the date on which the action
requiring such determination of shareholders is to be taken. If no record date
is fixed for the determination of shareholders entitled to receive payment of a,
dividend, the end of the day on which the resolution of the Board of Directors
declaring such dividend is adopted shall be the record date for such
determination.
Section 7. Quorum. At all meetings of shareholders, in order to
constitute a Quorum for the transaction of business, there shall be present in
person or represented by proxy holders of record of a majority of the shares of
the class or classes of the capital stock or the Corporation entitled to vote at
such meeting, except that as to any action to be taken by shareholders voting
separately as a class or classes, the holders of a majority of the shares
entitled to vote separately as one class shall constitute a quorum of that class
and may act separately with respect to such action whether or not a quorum of
another class or classes be present, unless a larger number may be required by
law. At any 'meeting of shareholders, if less than a quorum be present, the
holders of record of a majority of the shares present and entitled to vote may
adjourn the meeting from time to time until a quorum shall be present. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders -to leave less
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than a quorum.
Section 8. Vote Required. All elections shall be determined by a
plurality of the votes cast, and except as otherwise required by law or the
Corporation's Articles of Incorporation, all other matters shall be
determined by a majority of the votes cast.
Section 9. Voting of Shares; Proxies. Except as otherwise provided by
law, each shareholder of record having the right to vote shall be entitled at
every meeting Of the shareholders of the Corporation to one vote for each share
of stock having voting power standing in the name of such shareholder on the
books of the Corporation and such votes may be cast either in person or by
written proxy. Every proxy must be executed in writing by the shareholder or by
his duly authorized attorney. Such proxy shall be filed with the Secretary of
the Corporation or other officer or authorized agent to tabulate votes before or
at the time of the meeting. All voting. except on the election of directors and
where otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefor by a shareholder entitled to vote or his proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the shareholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
Section 10. Waiver of Notice. Except as otherwise required by law, any
shareholder may at any time waive any or all notice to him of any meeting of
shareholder by delivering to the Corporation a writing to that effect signed by
him either before or after such meeting, and the presence of any shareholder in
person or by proxy at any meeting of shareholders shall constitute waiver by him
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting-is not lawfully called or
convened.
Section 11. Informal Action By Shareholders. Any action required to be
taken it a meeting of the shareholders of the Corporation, or any action which
may be taken at a meeting of the shareholders, may be taken without a meeting
if, prior to such action, a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof, and such written consent is filed with the
minutes of the proceedings of the shareholders. Such consent shall have the same
effect as a unanimous vote of shareholders, and may be stated as such in any
articles or document filed with the Secretary of State.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors which may exercise all
the powers of the Corporation and do all such lawful acts and things as arc
not by law or by these By-Laws required to be exercised or done
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by the shareholders.
Section 2. Number and Term of Office. The number of directors shall be
fixed from time to time by the Board of Directors, but shall not be less than
two nor more than seven. Each director shall hold office until the next annual
meeting of shareholders and until his successor is elected and qualified, or
until his earlier resignation, death or removal from office.
Section 3. Vacancies. Any director may resign his office at any time by
delivering his resignation in Writing to the Corporation, and the acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make such resignation effective. Any vacancy occurring in the Board of
Directors, caused by death, resignation, increase in number of directors, or
otherwise, shall be filled by a majority vote of the remaining members of the
Board, and such directors so elected shall hold office for the unexpired portion
of the term of the director whose place is filled and/or until the next annual
meeting of the shareholders.
Section 4. Rules. The Board of Directors may adopt such special
rules and regulations for the conduct of their meetings and the management of
the affairs of the Corporation as they may deem proper, not inconsistent with
law or these By-Laws.
Section 5. Place of Meetings. The directors may hold their meetings
at the general office of the Corporation or at such other places as may be
stated in the notice of such meeting.
Section 6. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such date, time and place as shall
from time to time be determined by resolution of the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of
Directors may be called at any time for any purpose by the Chairman and Chief
Executive Officer or the President, and shall be called by the Secretary when
and as he shall be so requested in writing by the Chairman of the Board, the
President or any three directors.
Section 8. Notice of Special Meetings. Notice of every special meeting
of the Board of Directors stating the date, time and place of such meeting shall
be delivered at least two full days prior to the meeting, as hereinafter set
forth, to each director at his business address or such other address as he
shall have previously specified in writing directed to the Secretary. Such
notice shall be deemed to be given when deposited in the United States mail duly
addressed with postage thereon prepaid. Notice, if by telegram. cable, telex or
similar communication, shall be deemed to be given when delivered to the
telegraph or cable company or, in the case of a telex or similar communication
when transmitted. Notice may also be given in person or by telephone. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
Section 9. Quorum. At all meetings of the Board of Directors a
majority of the entire
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Board in office shall constitute a Quorum and be sufficient for the
transaction of business, and any act of a majority of the directors present
at a meeting at which there is a Quorum shall be the act or the Board or
Directors, except as may be otherwise specifically provided by law or by
these By-Laws. If a quorum shall not be present at any meeting of directors,
a majority of the directors present thereat may adjourn the meeting from time
to time without notice other than announcement at the meeting of the time and
place of such adjourned meeting.
Section 10. Committees The Board of Directors by resolution adopted by
a majority of the entire Board in office may designate from among its members an
Executive Committee and other committees, each consisting of three or more
directors. Each such committee shall serve at the pleasure of the Board of
Directors.
Section 11. Compensation. The compensation of directors shall be set
from time to time by resolution of the Board of Directors. Directors who are
officers or employees of the Corporation shall receive no compensation for their
duties as directors. Directors shall be reimbursed for expenses incurred in
connection with their attendance at meetings of the Board or Directors or any
committees thereof.
Section 12. Waiver of Notice. Except as otherwise required by law, any
director may at any time waive any or all notice to him of any meeting of the
Board of Directors or the Executive Committee by delivering to the Corporation a
writing to that effect signed by him either before or after such meeting, and
the presence of any director at any meeting of the Board of Directors or the
Executive Committee shall constitute a waiver by him of notice or such meeting
ir such director does not protest, prior to the meeting or at its commencement,
the lack of notice.
Section 13. Informal Action By Director. Unless specifically prohibited
by the Articles of Incorporation. any action required to be taken at a meeting
of the Board of Directors of the Corporation. or any other action which may be
taken at a meeting of the Board of Directors or a committee thereof, may be
taken without a meeting if prior to such action a written consent to such action
is signed by all of the directors entitled to vote with respect to the subject
matter thereof, or by all the members of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or committee.
Section 14. Participation in Meetings by Conference. Telephone Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or 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 shall constitute presence in
person at such meeting.
Section 15. Amendment or Repeat of By-Laws. Except as otherwise
provided by law the By-Laws may be amended or revealed by the affirmative
vote of a majority of the Board of Directors in office at any meeting of the
Board of Directors.
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Section 16. Removal of Directors. One or more of the directors may be
removed, with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at in election of directors.
Section 17. Resignation of Directors. A director may resign at any time
by giving written notice to the Board of Directors, the Chairman and Chief
Executive Officer or to the Secretary of the Corporation. A resignation is
effective when the notice is given unless the notice specifies a future date.
The pending vacancy may be filled before the effective date, but the successor
shall not take office until the effective date.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. Appointment. The Executive Committee shall consist of the
Chairman and Chief Executive Officer, the Vice Chairman, the President and one
other member of the Board or Directors or, if the offices of Chairman of the
Board of Directors and President are held by one individual, the Executive
Committee shall consist of such individual, the Vice Chairman and two other
members of the Board of Directors. Vacancies in the Executive Committee may be
filled at any meeting of the Board of Directors. All dir ectors who are not
members of the Executive Committee shall be alternate members of the Executive
Committee. Alternate members of the Executive Committee may from time to time be
designated by the Chairman and Chief Executive Officer to take the place of any
absent member or members at any meeting of the Executive Committee, and any
alternate member of the Executive Committee when so designated shall be deemed a
member of the Executive Committee at such meeting.
Section 2. Powers. The Executive Committee shall have and may exercise
all the powers of the Board of Directors with reference to the conduct of the
business and affairs of the Corporation in the interim between meetings of the
Board of Directors including, but not limited to, the authority to issue and
sell or approve any contract to issue and sell, securities or shares of the
Corporation or designate the terms of a series of a class of securities or
shares. However, no committee has the authority to: (1) authorize distributions;
(2) approve or propose to shareholders any action required by, law to be
approved by shareholders; (3) fill vacancies on the Board of Directors or on any
of its committees; (4) amend the Articles of Incorporation, (5) adopt, amend or
repeal By-Laws, (6) approve a plan of merger not requiring shareholder approval;
or (7) amend or repeal any resolution of the Board of Directors which by its
terms may not be so amended or repealed. The minutes of each meeting of the
Executive Committee shall be presented for approval at the next succeeding
meeting of the Board of Directors.
Section 3. Place of Meetings. Meetings of the Executive Committee
may be held at the general office of the Corporation or at such other places
as may be stated in the notice of the meeting, and may be called by the
Chairman and Chief Executive Officer or by any other member of the Executive
Committee.
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Section 4. Quorum. At any meeting of the Executive Committee, two
members or designated alternate members shall constitute a quorum for the
transaction of business. Any action of the Executive Committee to be effective
must be authorized by the affirmative vote of a majority of the members or
designated alternate members present, and in any event shall require not less
than two affirmative votes.
Section 5. Notice. Notice of every meeting of the Executive Committee
stating the date, time and place of such' meeting shall be delivered at least
two full days prior to the meeting to each member of the Executive Committee and
to each alternate member of the Executive Committee who may be designated to
take the place of any absent member at any meeting of the Executive Committee.
Notice shall be given to each such person in the manner hereinafter set forth at
his business address or such other address as he shall have previously specified
in writing directed to the Secretary, Notice, if by mail, shall be deemed to be
given when deposited in the United States mail duly addressed with postage
thereon prepaid. Notice, if by telegram, cable, telex or similar communication,
shall be deemed to be given when delivered to the telegraph or cable company or,
in the case of a telex or similar communication, when transmitted. Neither the
business to be transacted at, nor the purpose of, any meeting of the Executive
Committee need be specified in the notice or waiver of notice of such meeting.
ARTICLE V
OFFICERS
Section 1. Number The officers of the Corporation shall be a Chairman
and Chief Executive Officer, a Vice Chairman, a President, one or more Vice
Presidents (the number thereof to be determined by the Board of Directors), a
Secretary, a Treasurer, a Controller and such assistants thereto as shall be
determined by the Board of Directors. Any two of the aforesaid offices except
those of Chairman and Chief Executive Officer and-Secretary may be held by the
same person.
Section 2. Election. The Board of Directors, immediately after each
annual meeting of shareholders, shall, by majority vote, elect the officers of
the Corporation. The Board of Directors may also elect or appoint such other
officers, agents and employees 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 of Directors or the Executive Committee.
Section 3. Term of Office. The officers of the Corporation shall hold
office for a term of one year and until their successors are chosen and qualify
in their stead. Any officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the directors.
If the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors f or the unexpired portion of the term.
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Section 4. Chairman and Chief Executive Officer. The Chairman of the
Board shall be the Chief Executive Officer of the Corporation. He shall
preside at all meetings of the shareholders and the Board of Directors and
shall have such other duties as may be prescribed from time to time, by the
Board of Directors or the Executive Committee. The Chairman and Chief
Executive Officer need not be an employee of the Corporation. He shall have
charge of the business and operations of the Corporation, subject to the
control of the Board of Directors; shall in general supervise and see that
all orders and resolutions of the Board of Directors and of the Executive
Committee are carried into effect; shall do and perform all acts and things
incident to the position of Chairman and Chief Executive Officer; and, shall
have such other duties as may be prescribed from time to time by the Board of
Directors or the Executive Committee. He shall preside as Chairman at all
meetings of the Executive Committee.
Section 5. Execution of Documents. The Chairman and Chief Executive
Officer shall have, and is hereby given, full power and authority to execute
all duly authorized contracts, agreements, deeds, conveyances or other
obligations of the Corporation, applications, consents proxies and other
powers of attorney, and other documents and instruments, including those
requiring a seal under the seal of the Corporation, except where required or
permitted by law to be otherwise executed and except where the execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. In addition, the Chairman and Chief
Executive Officer may delegate to other officers, employees and agents of the
Corporation the power and authority to execute, on behalf of the Corporation,
duly authorized contracts, agreements, deeds, conveyances, or other
obligations of the Corporation, applications, consents, proxies and other
powers of attorney, and other documents and instruments, with such
limitations as the Chairman and Chief Executive Officer may specify; such
authority so delegated by the Chairman and Chief Executive Officer shall not
be redelegated by the person to whom such execution authority has been
delegated.
Section 6. Vice Chairman. The Vice Chairman shall, under the
direction of the Board of Directors and the supervision of the Chairman and
Chief Executive Officer, assist the Chairman and Chief Executive Officer in
the performance of his responsibilities and shall perform such other
functions as may be assigned to him from time to time by the Board of
Directors, the Executive Committee or the Chairman and Chief Executive
Officer. In the absence, death, or inability to act of the Chairman and Chief
Executive Officer, the Vice Chairman shall, in addition to his other powers
and duties, have and exercise all Powers and duties of the Chairman and Chief
Executive Officer, however, the Vice Chairman shall not preside at a meeting
of the shareholders or of the board of Directors or Executive Committee
unless he is a director of the Corporation.
Section 7. President. The President shall be the Chief Operating
Officer of the Corporation and, under the direction of the Board of Directors
and supervision of the Chairman and chief Executive officer, shall direct and be
responsible-for operations of the Corporation's business and such other
functions as may be assigned to him from time to time by the Board of Directors,
the Executive Committee, the Chairman and Chief Executive officer or the Vice
Chairman. In the absence, death or inability to act of the Vice Chairman, the
President shall, in addition to his other
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powers and duties, have and exercise all powers and duties of the Vice
Chairman.
Section 8. The Vice Presidents. Vice President, in the order determined
by the Board of Directors shall in the absence or disability of the President
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe, except that no Vice President shall have the power and
authority to delegate execution authority reserved to the Chairman and Chief
Executive Officer under Section 5 of this Article V.
Section 9. Vice President-Finance. The Vice President-Finance shall be
the chief financial and administrative officer of the Corporation. He shall be
in charge of the financial affairs of the Corporation under the direction of the
Board of Directors and the supervision of the President. He shall supervise the
activities of the Treasurer and the Controller and shall report periodically to
the Board of Directors or the Executive Committee concerning the financial
condition of the Corporation and shall perform such other duties as shall be
ordered by the Board of Directors, the Executive Committee, the Chairman and
Chief Executive Officer, the Vice Chairman, or the President.
Section 10. Secretary. The Secretary shall attend all meetings of
the Board of Directors, the Executive Committee, and of the shareholders, and
record all the proceedings of the meetings of the Board of Directors, the
Executive Committee and of the shareholders in books to be kept for that
purpose and shall perform like duties for other committees of the Board of
Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors
and shall perform such other duties as may be prescribed by the Board of
Directors or the Chairman and Chief Executive Officer or the President. He
shall have custody of the corporate seal of the Corporation and he or any
Assistant Secretary shall have the authority to affix the same to any
instrument requiring it and, when so affixed, it may be attested by his
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the sell
of the Corporation and to attest the affixing by his signature.
Section 11. The Treasurer. Under the supervision of the Vice
President-Finance, 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 way be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Vice President-Finance, an account of all his transactions as Treasurer and
of the financial condition of the Corporation. In addition, he shall perforim
such other acts as are usually performed by the Treasurer of a corporation or
assigned to him by the Board of Directors, the Executive Committee, the Chairman
and Chief Executive Officer, the Vice Chairman, the President or the Vice
President- Finance.
Section 12. Controller. Under the supervision of the Vice
PrC3ident-Finance, the
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Controller shall be the chief accounting officer of the Corporation. He
shall, when proper, approve all bills for purchases, payrolls, and similar
instruments providing for disbursement of money by the Corporation for
payment by the Treasurer. He shall be in charge of and maintain books of
account and accounting records of the Corporation and shall render to the
Vice President-Finance an account of all his transactions as Controller. In
addition, he shall perform such other acts as are usually performed by the
Controller of a corporation or assigned to him by the Board of Directors, the
Executive Committee, the Chairman and Chief Executive Officer, the Vice
Chairman, the President or the Vice President-Finance.
Section 13. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretary and the Assistant Treasurer, or, if there shall be more than
one, the Assistant Secretaries and Assistant Treasurers in the order determined
by the Board of Directors, shall, in the absence or disability of the Secretary
or Treasurer as the case may be, perform the duties and exercise the powers of
the Secretary or Treasurer as the case way be shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHER
Section 1. The Corporation may 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 (other than in action or suit by or in the right of the
Corporation) or proceeding, whether civil, criminal, administrative or
investigative in nature, 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if such person 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 Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement
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 Corporation, or, with respect to any criminal action or
proceeding that the person had reasonable cause to believe that hit or her
conduct was unlawful.
Section 2. The Corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by of in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person 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 or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
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incurred by such person in connection with the defense or settlement of such
action or suit if such person 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
Corporation, provided that no indemnification shall be made in respect of any
claim, issue or matter as to which such Person shall have been finally
adjudged to be liable for negligence or misconduct in the Performance of his
or her duty to the Corporation unless and only to the extent that the court
in which the action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled to indemnify for
such expenses which such court shall deem proper. Notwithstanding the
foregoing, the Corporation shall not be required to indemnify any such person
in connection with & proceeding voluntarily initiated by such person unless
the proceeding was authorized by a majority of the entire Board of Directors.
Section 3. To the extent that a present or former director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any actual action, suit or proceeding referred to in
Sections 1 and 2 of this Article VI or in defense of any claim or issue or
matter therein, such person shall be indemnified against that portion of his
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with such claim, issue or matter.
Section 4. Any indemnification under Sections I and 2 of this
Article VI (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, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Sections I and 2 of this Article VI and upon receipt of his or her written
affirmation of good faith belief that he or she has met such standard of
conduct Such determination shall be made (a) by the Board of Directors by a
majority vote of a disinterested quorum or (b) if such a quorum is not
obtainable, or even where such a, quorum is obtainable, if that quorum so
directs by the written opinion of independent legal counsel selected by the
Board of Directors in good faith, or (c) by the shareholders.
Section 5. Expenses incurred in defending a civil or criminal action or
suit, or in the course, of a proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in Section 4 of this Article VI, upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall be ultimately determined t at he or she is
entitled to be indemnified by the Corporation as now or hereafter authorized by
law and this Article VI.
Section 6. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a person may be entitled under any
By-Law, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office; shall continue its to a person who has ceased to be a
director, officer, employee or agent of the Corporation; and shall inure to the
benefit of the heirs, executors and administrators of such a person.
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Section 7. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, of is of was serving at the request of the Corporation as a
director, officer, employee of agent of another corporation, partnership,
joint venture, trust of other enterprise, against any liability asserted
against such person incurred by such person in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have
the power to indemnify such person against liability under the provisions of
this Article.
Section 8. It a corporation has paid indemnity or has advance expenses
to a director, officer, employee or agent, the Corporation shall report the
indemnification or advance in writing to the shareholders -with or before the
notice of the next shareholders meeting.
Section 9. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the surviving Corporation, any
merging Corporation (including any Corporation having merged with a merging
Corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, employees or agents, so that any person who is or was a director,
officer, employee or agent of such merging Corporation, or is or was serving at
the request of such merging Corporation as a director, officer, employee or
agent of another corporation, partnership, venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article VI with
respect to the surviving Corporation as such person would have with respect to
such merging Corporation if its separate existence had continued.
Section 10. For purposes of this Article VI references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by such director,
officer, employee, or agent with respect to an employee benefit plan, its
participations, or beneficiaries. A person who acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interest of the Corporation" as
referred to in this Article.
ARTICLE VII
CAPITAL STOCK
Section 1. Stock Certificates. Certificates representing shares of
stock of the Corporation shall be in such form as shall be determined by the
Board of Directors and as required by law. They shall be numbered and entered
in the books of the Corporation as they are issued, shall exhibit the
holder's name and the number of shares and shall be signed by the Chairman
and Chief Executive Officer or the President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
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Treasurer of the Corporation and shall bear the corporate seal. Where any
such certificate is countersigned by a transfer agent or a register other
than the Corporation or its employee, the signatures of any such officers and
the seal of the Corporation upon such certificates may be facsimiles,
engraved or printed.
Section 2. 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 alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates the Board of
Directors 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 legal representative, to give the Corporation a bond in
such sum and with such surety or sureties as it may direct as indemnity against
any claims that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed. Worn, defaced and
mutilated certificates of stock may be surrendered and canceled and a new
certificate in lieu of the same may be issued
Section 3. Transfer Agents and Registrars. Whenever the Board of
Directors shall so determine, it shall appoint one or more transfer agents and
one or more registrars. Upon surrender to the Corporation or to a transfer agent
of the Corporation of a certificate of stock duly endorsed or accompanied by
proper evidence of succession, assignment of authority to transfer, it shall be
the duty of the Corporation to issue a new certificate and every such transfer
of stock shall be entered on the stock books of the Corporation. The stock books
of the Corporation shall contain the names and addresses of all shareholders of
the Corporation shall contain the names and addresses of all shareholders of the
Corporation shall contain the names and address of all shareholders of the
Corporation, the number and class of shares held by each and the dates when they
respectively became the owners of record thereof.
Section 4. Holder of Record. The Corporation shall be entitled to treat
the holder of record of any share or shares as the holder in fact thereof and,
accordingly, shall not be found to recognize any equitable or other claim to or
interest in such share on the part Of any other person whether or not it shall
have express or other notice thereof, except as expressly provided by law.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Fixing of Record Date For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend or to receive any other distribution, or for the allotment of any
rights, or for the delivery of evidence of rights or evidences of interests out
of any change, conversion or exchange of capital stock, or for the purpose of
any other lawful action, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders,
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such date in any case to be not more than seventy days and, in case of a
meeting of shareholders, not less than ten days prior to the date of such
meeting. If no record date is fixed, the record date for determining
shareholders (i) entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held; (ii)
entitled to express consent to the corporate action in writing without a
meeting when no prior action by the Board of Directors is necessary, if such
action by written consent is permitted by the Corporation's Articles of
Incorporation, shall be the day on which the first written consent is
expressed; and (iii) for ally other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.
Section 2. Dividends. The Board of Directors may from time to time declare
and the Corporation may pay dividends upon its outstanding shares of capital
stock, in the manner and upon the terms and conditions provided by law.
Section 3. Corporate Seal. The corporate seal of the Corporation shall
consist of two concentric circles between which shall be the name of the
Corporation and the word "Indiana" and in the center of which shall be the word
"Seal." The seal can be used by causing it or a facsimile thereof, to be
impressed, affixed, or in any other manner reproduced.
Section 4. Checks. Drafts All checks, drafts at other, orders for the
payment of money, notes or other evidence of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors or the Executive Committee may from time to
time designate.
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