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EXHIBIT 3. AMENDED AND RESTATED BYLAWS OF CITIZENS FIRST CORPORATION
AMENDED AND RESTATED BYLAWS
OF
CITIZENS FIRST CORPORATION
(as amended as of February 16, 2006)
ARTICLE 1. -- MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders for the
election of directors and the transaction of such other business as may properly
come before it shall be held at the principal office of the Corporation as
designated herein or at such other place within or without the Commonwealth of
Kentucky, as shall be set forth in the notice of meeting. The annual meeting of
this Corporation shall be held on the third Thursday in May of each year. If the
annual meeting is not held on or before the date designated, it may be held as
soon thereafter as convenient and shall be called the annual meeting.
SECTION 2. NOTICE. The Secretary shall give notice of all annual and
special meetings of the shareholders no fewer than ten (10) nor more than sixty
(60) days before the date of such meeting to each shareholder entitled to vote
at such meeting as of the record date established by Article IX of these Bylaws,
such notice stating the place, date and hour of the meeting. Notices for special
meetings of the shareholders shall include a description of the purpose or
purposes for which the meeting is called. Such notice shall be in writing
addressed to each shareholder entitled to vote at such meeting and transmitted
by regular United States mail, postage prepaid, to the address of the
shareholder as it appears on the records of the Corporation (which shall be
irrebuttably presumed to be correct unless such shareholder shall have filed
with the Secretary of the Corporation a written notice of change of address).
Any and all notices for annual or special meetings may be waived by the
shareholders by submitting a signed waiver either before or after the meeting,
or by attendance at the meeting unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.
SECTION 3. SPECIAL MEETING. Special meetings of the shareholders may be
called at any time by a majority of the directors or by the holders of at least
33 1/3 percent of all votes entitled to be cast on the issue proposed to be
considered at the proposed special meeting, provided that such holders of stock
sign, date and deliver to the Corporation's Secretary one (1) or more written
demands for the meeting describing the purpose or purposes for which it is to be
held. Within twenty (20) days thereafter, the Board of Directors shall fix a
date, time and place for such meeting, either within or without the Commonwealth
of Kentucky, and shall give notice of such meeting in accordance with these
Bylaws. Only business within the purpose or purposes described in the meeting
notice required by these Bylaws may be conducted at a special meeting of the
shareholders.
SECTION 4. QUORUM. The presence, in person or by proxy of the holders of
a majority of the issued and outstanding shares entitled to vote thereon shall
be necessary to constitute a quorum for the transaction of business at all
meetings of the shareholders.
SECTION. VOTING. A shareholder entitled to vote at a meeting may vote
at such meeting in person or by proxy. Each outstanding share shall be entitled
to one (1) vote on each matter voted on at a shareholders' meeting.
Notwithstanding the foregoing, at each election for directors, each shareholder
entitled to vote at such election shall have the right to cast as many votes in
the aggregate as the shareholder shall be entitled to vote multiplied by the
number of directors to be elected at such election, each shareholder may cast
the whole number of votes for one (1) candidate, or distribute such votes among
two (2) or more candidates.
SECTION 6. PROXIES. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. A telegram or cablegram appearing to have been transmitted
by the proper person, or a photographic, photostatic, facsimile or equivalent
reproduction of a writing appointing a proxy shall be deemed to be a sufficient,
signed appointment form. Appointment of a proxy
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shall be effective when the appointment form is received by the Secretary of the
Corporation. An appointment shall be valid for eleven (11) months unless a
longer period is expressly provided in the appointment form. An appointment of a
proxy shall be revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest. Appointments coupled with an interest include the appointment of a
pledgee, a person who purchased or agreed to purchase the shares, a creditor of
the Corporation who extended it credit under terms requiring the appointment, an
employee of the Corporation whose employment contract requires the appointment,
or a party to a voting agreement created under the provisions of KRS 271B.7-310.
The death or incapacity of the shareholder appointing a proxy
shall not affect the right of the Corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the Secretary of the
Corporation before the proxy exercises his authority under the appointment.
SECTION 7. ACTION WITHOUT A MEETING. Action required or permitted to be
taken by the shareholders at a shareholders' meeting may be taken without a
meeting and without prior notice, if the action is taken by all shareholders
entitled to vote on the action. Action taken under this section shall be
evidenced by one (1) or more written consents describing the action taken,
signed by the shareholder or his proxy taking the action, and delivered to the
Corporation for inclusion in the minutes for filing with the corporate records.
Action taken under this section shall be effective when consents representing
the votes necessary to take the action under this section are delivered to the
Corporation, or upon delivery of the consents representing the necessary votes,
as of a different date if specified in the consent. Any shareholder giving a
consent under this section may revoke the consent by writing received by the
Corporation prior to the time that consents representing the votes required to
take the action under this section have been delivered to the Corporation but
may not do so thereafter. A consent signed under this section shall have the
effect of a meeting vote and may be described as such in any document.
SECTION 8. LIST OF SHAREHOLDERS. At least five (5) business days before
every meeting, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of and the
number of shares registered in the name of each shareholder, shall be prepared
by the Secretary. Such list shall be open for examination by any shareholder as
required by the laws of the Commonwealth of Kentucky.
SECTION 9.ADVANCE NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the date on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 9. The Chairman of the
annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the provisions of this Section 9, and if the Chairman should so determine, he or
she shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
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ARTICLE II-- DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS. The entire Board of Directors shall
consist of no less than seven (7) nor more than fifteen (15) persons. A Director
need not be a shareholder. Only persons who are nominated in accordance with the
procedures set forth in this Article II, Section 1 shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Article II, Section 1. Such nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the meeting; provided, however, that in the
event that less than 60 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposed to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such persons' written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such stockholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such stockholder. No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Article II,
Section 1. The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if the Chairman should so determine, he
or she shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 2. TERM OF OFFICE. The directors shall be divided into three
classes with each class being as nearly equal in number as possible. The term of
office of the first class of directors shall be one (1) year and shall expire at
the first annual meeting of the shareholders of the Company (or until their
successors are elected and qualified) after their election; the term of office
of the second class of directors shall be two (2) years and shall expire at the
second annual meeting of the shareholders of the Company (or until their
successors are elected and qualified) after their election; and the term of
office of the third class of directors shall be three (3) years and shall expire
at the third annual meeting of the shareholders of the Company (or until their
successors are elected and qualified) after their election. Beginning with the
first annual meeting of shareholders of the company after the election of
directors of the three classes described above, the term of office of each class
of directors elected or re-elected to the board of directors shall be three (3)
years and shall expire at the third succeeding annual meeting following their
election or re-election (or until their successors are elected and qualified).
SECTION 3. DUTIES AND POWERS. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation
managed under the direction of its Board of Directors. The directors shall, in
all cases, transact the business of the Corporation by a majority present at the
meeting.
SECTION 4. MEETINGS. The Board of Directors shall meet for the election
or appointment of officers and for the transaction of any other business of the
Corporation as soon as practicable after the adjournment of the annual meeting
of the shareholders. Regular meetings of the Board of Directors shall be held at
such times as the Board of Directors may from time to time determine.
Special meetings of the Board of Directors may be called by
the Chairman of the Board or upon written request of eighty percent (80%) of the
total number of directors of the Corporation. In the event of the call of a
special meeting of the Board of Directors by eighty percent (80%) of the total
number of directors, the Secretary shall give notice of such meeting no more
than ten (10) days after receipt of such request.
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Any or all directors may participate in any meeting, whether a
regular or special meeting, or conduct the meeting through the use of any means
of communication by which all directors participating may simultaneously hear
each other during this meeting. A director participating in a meeting by this
means shall be deemed to be present in person at the meeting.
SECTION 5. NOTICE OF MEETINGS. No notice need be given of any regular
meeting of the Board of Directors. Notice of special meetings shall be served
upon each director in person or by mail addressed to the director at his last
known post office address, at least five (5) days prior to the date of such
meeting. Notices of special meetings shall contain the date, time and place of
the meeting but shall not require a description of the purpose of such special
meeting.
SECTION 6. PLACE OF MEETING. The Board of Directors shall hold its
meetings at the main offices of the Corporation, unless such other place may be
designated in the notice of such meeting. Meetings of the Board of Directors,
upon proper notice, may be held either within or without the Commonwealth of
Kentucky at such place as may be designated in the notice of such meeting.
SECTION 7. WAIVER OF NOTICE OF MEETINGS. A director may waive any notice
of such meeting as required by these Bylaws before or after the date and time of
the meeting stated in the notice. The waiver shall be in writing signed by the
director entitled to the notice and filed with the minutes of such meetings. A
director's attendance at or participation in a meeting shall waive any required
notice to him of the meeting, unless the director at the beginning of the
meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
SECTION 8.ACTION WITHOUT MEETING. Action to be taken at a Board of
Directors' meeting may be taken without a meeting if the action is taken by all
members of the Board. The action shall be evidenced by one (1) or more written
consents describing the action taken, signed by each director and included in
the minutes or filed with the corporate records reflecting the action taken. Any
action taken under this section shall be effective when the last director signs
the consent, unless the consent specifies a different effective date. A consent
signed under this section shall have the effect of a meeting vote and may be
described as such in any document.
SECTION 9. QUORUM. At any meeting of the Board of Directors, the presence
of a majority of the elected and qualified members of the Board of Directors
shall be necessary to constitute a quorum for the transaction of business.
SECTION 10. VOTING. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present shall be the act of the
Board of Directors.
SECTION 11. COMPENSATION. Each director shall be entitled to receive
compensation for his services to the Corporation such compensation as fixed from
time to time by the Board of Directors.
ARTICLE III -- COMMITTEES OF THE BOARD
SECTION 1. Committees of the Board shall be standing or special. One
standing committee shall be the Executive Committee. Other committees shall be
those as the Board shall authorize. The Chairmen of these committees shall be
appointed by the President at the Board's annual meeting, which shall be the
first meeting following the shareholders' annual meeting, and shall serve for
one (1) year. At a committee meeting, a quorum shall be one-half (1/2) the
number of members of the committee. Each committee shall keep and submit minutes
of its meeting to the Board.
SECTION 2. The Executive Committee shall consist of the officers, one of
whom may also serve as Chairman of the Executive Committee, and any additional
members of the Board to be selected by a majority of the Board in order that the
Executive Committee shall consist of five (5) members and shall serve for a
period of one (1) year.
SECTION 3. The Executive Committee, when the Board of Directors is not in
session, shall have and may exercise all of the authority of the Board of
Directors except that it shall not amend the Articles or Bylaws or
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incur debt in the aggregate amount in excess of fifty thousand dollars
($50,000.00) or elect any officer of the Board herein provided for other than
for a temporary period to fill a vacancy or as such authority may otherwise be
limited by the resolution appointing the Executive Committee. The Executive
Committee shall further not have the authority in reference to recommending to
the members the sale, lease or other disposition of all or substantially all of
the property and assets of the Corporation otherwise than in the usual and
regular course of its business, recommending to the members a voluntary
dissolution of the Corporation or a revocation thereof, or amending the Bylaws
of the Corporation.
SECTION 4. Each member of the Executive Committee shall hold office until
the next regular annual meeting of the Board of Directors following his
designation and until his successor is designated as a member of the Executive
Committee and is elected and qualified.
SECTION 5. Regular meetings of the Executive Committee may be held
without notice at such times and places as the Executive Committee may fix from
time to time by resolution. Special meetings of the Executive Committee may be
called by any member thereof upon not less than one (1) day's notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the Executive Committee at his business address. Any
member of the Executive Committee may waive notice of any meeting, and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.
SECTION 6. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business at any meeting thereof and
action of the Executive Committee must be authorized by the affirmative vote of
a majority of the members present at a meeting at which a quorum is present.
SECTION 7. Any action required or permitted to be taken by the Executive
Committee at a meeting may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the members of the
Executive Committee.
SECTION 8. Any vacancy in the Executive Committee may be filled by a
resolution adopted by a majority of the full Board of Directors.
SECTION 9. Any member of the Executive Committee may be removed at any
time with or without cause by resolution adopted by a majority of the full Board
of Directors. Any member of the Executive Committee may resign from the
Executive Committee at any time by giving written notice to the Chairman or
Secretary of the Corporation; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 10. The Executive Committee shall elect a presiding officer from
its members and may fix its own rules or procedure which shall not be
inconsistent with these Bylaws. It shall keep regular minutes of its proceedings
and report the same to the Board of Directors for its information either by mail
within ten (10) days of a proceeding or at the meeting of the Board held next
after the proceedings shall have been taken.
SECTION 11. Special committees may be appointed by the President for such
special tasks as circumstances warrant. A special committee shall limit its
activities to the accomplishment of the task for which it is appointed and shall
have no power to act except as specifically conferred by action of the Board.
Upon completion of the task for which created such special committee shall stand
discharged.
ARTICLE IV -- OFFICERS
SECTION 1. TITLES AND ELECTION. The officers of the Corporation shall be
the President, a Secretary, and a Treasurer, who shall initially be elected as
soon as convenient by the Board of Directors, and thereafter, in the absence of
earlier resignations or removals, shall be elected at the first meeting of the
Board following any annual shareholders' meeting, each of who shall hold office
at the pleasure of the Board except as may otherwise by approved by the Board or
until his earlier resignation, removal under these Bylaws or other termination
of his
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employment. Any person may hold more than one office if the duties can be
consistently performed by the same person, to the extent permitted by the laws
of the Commonwealth of Kentucky.
The Board of Directors, in its discretion, may also at any
time elect or appoint a Chairman of the Board of Directors, who shall be a
director, and one or more Vice Presidents, Assistant Secretaries, and Assistant
Treasurers, and such other officers as it may deem advisable, each of who shall
hold office at the pleasure of the Board, except as may otherwise be approved by
the Board until his earlier resignation, removal or other termination of
employment, and shall
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have such authority and shall perform such duties as shall be prescribed or
determined from time to time by the Board, or in case of officers other than the
Chairman of the Board, if not so prescribed or determined by the Board, as the
President or the then senior executive officer may prescribe or determine. The
Board of Directors may require any officer or other employee or agent to give
bond for the faithful performance of his duties in such form anal with such
sureties as the Board may require.
SECTION 2. DUTIES. Subject to such extension, limitations, and other
provisions as the Board of Directors or these Bylaws may from time to time
prescribe or determine, the following officers shall have the following powers
and duties:
(a) CHAIRMAN OF THE BOARD. The Chairman of the Board,
when present, shall preside at all meetings of the shareholders and of
the Board of Directors and shall be charged with general supervision of
the management and policy of the Corporation, and shall have such other
powers and perform such other duties as the Board of Directors may
prescribe from time to time.
(b) PRESIDENT. Subject to the Board of Directors and the
provisions of these Bylaws, the President shall be the Chief Executive
Officer of the Corporation, shall exercise the powers and authority and
perform all of the duties commonly incident to this office, shall in
the absence of the Chairman of the Board preside at all meetings of the
shareholders and of the Board of Directors if he or she is a Director,
and shall perform such other duties as the Board of Directors shall
specify from time to tine. The President or a Vice President, unless
some other person is thereunto specifically authorized by the Board of
Directors, shall sign all bonds, debentures, promissory notes, deeds,
and contracts of the Corporation.
(c) VICE PRESIDENT. The Vice President or Vice Presidents
shall perform such duties as may be assigned to them from time to time
by the Board of Directors or by the President if the Board does not do
so. In the absence or disability of the President, the Vice Presidents,
in order of seniority, may, unless otherwise determined by the Board,
exercise the powers and perform the duties pertaining to the office of
President.
(d) SECRETARY. The Secretary, or in his absence, an
Assistant Secretary, shall keep the minutes of all meetings of
shareholders and of the Board of Directors, give and serve all notices,
attend to such correspondence as may be assigned to him, keep in safe
custody the seal of the Corporation, and affix such seal to all such
instruments properly executed as may require it, and shall have such
other duties and powers as may be prescribed or determined from time to
time by the Board of Directors or by the President if the Board does
not do so.
(e) TREASURER.The Treasurer, subject to the order of the
Board of Directors, shall have the care and custody of the moneys,
funds, valuable papers and documents of the Corporation (other than his
own bond, if any, which shall be in the custody of the President), and
shall have, under the supervision of the Board of Directors, all the
powers and duties commonly incident to his office. He shall deposit all
funds of the Corporation in such bank or banks, trust company or trust
companies, or with such firm or firms doing a banking business as may
be designated by the Board of Directors or by the President if the
Board does not do so. He may endorse for deposit or collection all
checks, notes, and similar instruments payable to the Corporation or to
its order. He shall keep accurate books of account of the Corporation's
transactions, which shall be the property of the Corporation, and
together with all of the property of the Corporation in his possession,
shall be subject at all times to the inspection and control of the
Board of Directors. The Treasurer shall be subject in every way to the
order of the Board of Directors, and shall render to the Board of
Directors and/or the President of the
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Corporation, whenever they may require it, an account of all his
transactions and of the financial condition of the Corporation. In
addition to the foregoing, the Treasurer shall have such duties as may
be prescribed or determined from time to time by the Board of Directors
or by the President if the Board does not do so.
SECTION 3. DELEGATION OF AUTHORITY. The Board of Directors may at any
time delegate the powers and duties of any officer for the time being to any
other officer, director or employee.
ARTICLE V -- RESIGNATIONS, VACANCIES & REMOVALS
SECTION 1. RESIGNATIONS. Any Director or officer may resign at any time
by giving written notice thereof to the Board of Directors, the President or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if the time be not specified, upon receipt thereof, and unless otherwise
specified therein, the acceptance of any resignation shall not be necessary to
make it effective. If a resignation of an officer or director is made effective
at a later date and the Corporation accepts the future effective date, the Board
of Directors may fill the pending vacancy before the effective date if the Board
of Directors provides that the successor shall not take office until the
effective date.
SECTION 2. VACANCIES.
(a) DIRECTORS. When the office of any director becomes
vacant or unfilled, whether by reason of death, resignation, removal,
increase in the authorized number of directors or otherwise, such
vacancy or vacancies shall be filled by the remaining director or
directors, although less than a quorum, until the next meeting of
shareholders, whether special or regular. Any director so elected by
the Board shall serve until the election and qualification of his
successor or until his earlier resignation or removal as provided in
these Bylaws.
(b) OFFICERS. The Board of Directors may at any time or
from time to time fill any vacancy among the officers of the
Corporation.
SECTION 3, REMOVALS.
(a). DIRECTORS. Except as may otherwise be prohibited or
restricted under the laws of the Commonwealth of Kentucky, the
shareholders may, at any meeting called for the purpose, remove any
director from office, with or without cause, and may elect his
successor.
(b). OFFICERS. The Board of Directors may at any meeting
remove from office any officer, with or without cause, and may elect or
appoint a successor.
ARTICLE VI -- STOCK OF THE CORPORATION
SECTION 1. CERTIFICATES. The stock of the Corporation shall be
represented by certificates as approved by the Board of Directors. The
certificates shall be numbered consecutively and in the order in which they are
issued, and each certificate shall state the registered holder's name, the
number of shares represented thereby and the date of issuance of such stock
certificate. All certificates representing shares issued by the Corporation
shall have noted conspicuously thereon reference to the restrictions of sale or
transfer which may be from time to time enacted by the Board of Directors.
SECTION 2. TRANSFER OF SHARES. The shares of the Corporation shall be
assignable and transferable only on the books and records of the Corporation by
the registered owner, or by his duly authorized attorney-in-fact, upon surrender
of the certificate duly and properly endorsed with a proper evidence of
authority to transfer. The Corporation shall issue a new certificate, for the
shares surrendered, to the person or persons entitled thereto.
SECTION 3.RETURNED CERTIFICATES. All certificates for shares returned to
the Corporation for transfer shall be marked "CANCELED" or "VOID" with the date
of cancellation, and the transaction shall be immediately
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noted in the stock transfer book of the Corporation. The returned certificate
may be inserted in the certificate book or may be destroyed.
SECTION 4.LOST CERTIFICATES. In case of loss, mutilation or destruction
of a stock certificate, a duplicate certificate may be issued upon such terms as
may be determined or authorized by the Board of Directors or by the President if
the Board does not do so.
ARTICLE VII -- DIVIDENDS
The Board of Directors may authorize and the Corporation may
pay dividends to its shareholders subject to the limitations of this Article. No
dividend shall be paid if, after giving it effect: (a) the Corporation would not
be able to pay its debts as they become due in the usual course of business; or
(b) the Corporation's total assets would be less than the sum of its total
liabilities. The Board of Directors may base a determination that dividends are
not prohibited under this Article either on financial statements prepared on the
basis of accounting practices and principals that are reasonable in the
circumstances, on a fair valuation or any other method that is reasonable in the
circumstances.
ARTICLE VIII -- SEAL OF THE CORPORATION
The seal of the Corporation shall be adopted by the Board of
Directors and may be changed from time to time in the discretion of the
directors. The presence or absence of the seal on or from a writing shall
neither add to nor detract from the legality thereof nor effect its validity in
any manner or respect.
ARTICLE IX -- RECORD DATE
The record date for the determination of shareholders entitled
to notice of and to vote at any annual or special meeting of the shareholders or
for determining shareholders entitled to a distribution, shall be the date as
from time to time established by the directors as the "record date", provided,
however, that no such record date shall be more than seventy (70) days before
the meeting or action requiring a determination of shareholders.
ARTICLE X -- MISCELLANEOUS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or execute mad deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. No loans shall be made in the
name of the Corporation and no evidence of such indebtedness shall be issued in
the name of the Corporation unless authorized by the Board of Directors.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall commence
or end at such time as the Board of Directors may designate.
SECTION 3. BANK DEPOSITS, CHECKS, ETC. The funds of the Corporation shall
be deposited in the name of the Corporation or any division thereof in such
banks or trust companies in the United States of America or elsewhere as may be
designated from time to time by the Board of Directors or by such officer or
officers as the Board may authorize to make such designations.
All checks, drafts or other orders for the withdrawal of funds
from any bank account shall be signed by such person or persons as may be
designated from time to time by the Board of Directors. The signatures on
checks, drafts of other orders for the withdrawal of funds may be in facsimile
if authorized in the designation.
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ARTICLE XI-- BOOKS AND RECORDS
SECTION 1. PLACE OF KEEPING BOOKS. Unless otherwise expressly required by
the laws of the Commonwealth of Kentucky, the books and records of the
Corporation may be kept outside of the Commonwealth of Kentucky.
SECTION2. EXAMINATION OF BOOKS. Except as may otherwise by provided by
the laws of the Commonwealth of Kentucky, the Articles of Incorporation or these
Bylaws, the Board of Directors shall have power to determine from time to lime
whether, to what extent, at what times and places, and under what conditions,
any of the accounts, records and books of the Corporation are to be open to the
inspection of any shareholder. No shareholder shall have any right to inspect
any account, book or document of the Corporation except as prescribed by statute
or authorized by express resolution of the shareholders or of the Board of
Directors.
ARTICL XII-- NOTICES
SECTION 1. REQUIREMENTS OF NOTICE. Whenever notice is required to be
given by statute, the Articles of Incorporation or these Bylaws, it shall not
mean personal notice unless so specified, but such notice may be given ire
writing by depositing the same in a post office, letter box or mail chute,
postpaid and addressed to the person to whom such notice is directed at the
address of such person on the records of the Corporation, and such notice shall
be deemed given at the time when the same shall be thus mailed.
SECTION 2. WAIVERS. Any shareholder, director or officer may, in writing
or by telegram or cable, at any time waive any notice or other formality
required by statute, the Articles of Incorporation or these Bylaws. Such waiver
of notice, whether given before or after any meeting or action, shall be deemed
equivalent to notice. Presence of a shareholder, either in person or by proxy,
at any shareholders' meeting, and presence of any director at any meeting of the
Board of Directors, shall constitute a waiver of such notice as may be required
by any statute, the Articles of Incorporation or these Bylaws.
ARTICLE XIII -- INDEMNIFICATION OF DIRECTORS & OFFICERS
SECTION 1. DEFINITIONS. As used in this article, the term "person" means
any past, present or future director or officer of the Corporation.
SECTION 2. INDEMNIFICATION GRANTED. The Corporation shall indemnify, to
the full extent and under the circumstances permitted by the Kentucky Business
Corporation Act in effect, from time to time, any person as defined above, 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 is or was a director, officer of
the Corporation, or designated officer of an operating division of the
Corporation, or is or was an employee or agent of the Corporation, or is or was
serving at the specific request of the Corporation as a director, officer,
employee or agent of another company or other enterprise in which the
Corporation should own, directly or indirectly, an equity interest or of which
it may be a creditor.
This right of indemnification shall not be deemed exclusive of
any other rights to which a person indemnified herein may be entitled by bylaw,
agreement, vote of shareholders or disinterested directors, the Kentucky
Business Corporation Act, or otherwise, and shall continue as to a person who
has ceased to be a director, officer, designated officer, employee or agent, and
shall inure to tile benefit of the heirs, executors, administrators and other
legal representatives of such person. It is not intended that the provisions of
this Article be applicable to, and they are not to be construed as granting
indemnity with respect to, matters as to which indemnification would be in
contravention of the laws of Kentucky or the United States of America, whether
as a matter of public policy or pursuant to statutory provision.
ARTICLE XIV-- AMENDMENTS
These Bylaws may be altered, amended, repealed or restated by
a majority of the Board of Directors or by the shareholders of the Corporation.
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