CODE OF BY-LAWS
OF
VECTREN CORPORATION
ARTICLE 1
Identification
Section 1.1. Name. The name of the Corporation is Vectren
Corporation (the "Corporation").
Section 1.2. Fiscal Year. The fiscal year of the
Corporation shall begin at the beginning of the first day of
January in each year and end at the close of the last day of
December next succeeding.
ARTICLE 2
Shares
Section 2.1. Certificates for Shares. Pursuant to Ind.
Code 23-1-26-7, the board of directors (the "Board") is
authorized to issue shares without certificates. If the Board
issues share certificates, such certificates shall be in such
form as the Board may prescribe from time to time signed (either
manually or in facsimile) by the Chief Executive Officer of the
Corporation and either the Secretary or an Assistant Secretary of
the Corporation.
Section 2.2. Transfer of Shares. The shares of the
Corporation shall be transferable on the books of the Corpora
tion. If certificates are issued, the transfer of the shares
shall occur upon surrender of the certificate or certificates
representing the same, properly endorsed by the registered holder
or by his duly authorized attorney, such endorsement or endorse
ments to be witnessed by one witness. The requirement for such
witnessing may be waived in writing upon the form of endorsement
by the President of the Corporation.
Section 2.3. Record Ownership of Shares or Rights. The
Corporation, to the extent permitted by law, shall be entitled to
treat the person in whose name any share or right of the
Corporation (a "Right") is registered on the books of the
Corporation as the owner thereof, for all purposes, and shall not
be bound to recognize any equitable or other claim to, or
interest in, such share or Right on the part of any other person,
whether or not the Corporation shall have notice thereof.
ARTICLE 3
Meetings of Shareholders
Section 3.1. Place of Meetings. All meetings of
shareholders of the Corporation shall be held at such place,
within or without the State of Indiana, as may be specified in
the respective notices or waivers of notice thereof.
Section 3.2. Annual Meeting. An annual meeting of the
shareholders shall be held at such hour and on such date as the
Board may select in each year for the purpose of electing
directors for the terms hereinafter provided and for the
transaction of such other business as may properly come before
the meeting. The Board may postpone an annual meeting for which
notice has been given in accordance with Section 3.4 of this
Article 3. Failure to hold the annual meeting shall not work any
forfeiture or a dissolution of the Corporation or affect the
validity of any corporate action.
Section 3.3. Special Meetings. Special meetings of the
shareholders may be called by the Chief Executive Officer or the
Board. Only business within the purpose or purposes described in
the meeting notice may be conducted at a special shareholders
meeting. The Board may postpone a special meeting for which
notice has been given in accordance with Section 3.4 of this
Article 3.
Section 3.4. Notice and Waiver. A written or printed
notice, stating the place, day and hour of the annual meeting,
and additionally, in case of a special meeting the purpose or
purposes for which the meeting is called, shall be delivered or
mailed by the Secretary or by the officers or persons calling the
meeting, to each shareholder of the Corporation at the time
entitled to vote, at such address as appears upon the records of
the Corporation, no fewer than ten nor more than sixty days
before the date of the meeting. Notice of any such meeting may
be waived in writing by any shareholder, before or after the date
and time stated in the notice, if the waiver is delivered to the
Corporation for inclusion in the minutes for filing with the
corporate records. Attendance at a meeting, in person or by
proxy, waives objection to lack of notice or defective notice of
the meeting unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting the
business at the meeting. Further, a shareholder's attendance at
a meeting waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes
described in the meeting notice unless the shareholder objects to
considering the matter when it is presented.
Section 3.5. Notice of Shareholder Business. At any
meeting of the shareholders, only such business may be conducted
as shall have been properly brought before the meeting, and as
shall have been determined to be lawful and appropriate for
consideration by shareholders at the meeting. To be properly
brought before an annual meeting, business must be (a) specified
in the notice of meeting given in accordance with Section 3.4 of
this Article 3, (b) otherwise properly brought before the meeting
by or at the direction of the Board or the Chief Executive
Officer, or (c) otherwise properly brought before the meeting by
a shareholder. For business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) above, the
shareholder must have given timely notice thereof in writing to
the secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the
principal office of the Corporation, not less than ninety days
nor more than one hundred twenty days prior to the first
anniversary date of the annual meeting for the preceding year;
provided, however, if and only if the annual meeting is not
scheduled to be held within a period that commences thirty days
before such anniversary date and ends thirty days after such
anniversary date (an annual meeting date outside such period
being referred to herein as an "Other Annual Meeting Date"), such
shareholder notice shall be given in the manner provided herein
by the close of business on the later of (i) the date ninety days
prior to such Other Annual Meeting Date or (ii) the tenth day
following the date such Other Annual Meeting Date is first
publicly announced or disclosed. A shareholder's notice to the
secretary shall set forth as to each matter the shareholder
proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting, including
the text of any proposal to be presented, (b) the name and
address, as they appear on the corporation's stock records, of
the shareholder proposing such business, (c) the class and number
of shares of the corporation which are beneficially owned by the
shareholder, and (d) any interest of the shareholder in such
business. Only such business shall be brought before a special
meeting of shareholders as shall have been specified in the
notice of meeting given in accordance with Section 3.4 of this
Article 3. In no event shall the adjournment of an annual
meeting or special meeting, or any announcement thereof, commence
a new period for the giving of a shareholder's notice as provided
in this Section 3.5. Notwithstanding anything in these By-Laws
to the contrary, no business shall be conducted at a meeting
except in accordance with the procedures set forth in this
Section 3.5. The person presiding at the meeting shall, if the
facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with
the By-Laws, or that business was not lawful or appropriate for
consideration by shareholders at the meeting, and if he should so
determine, he shall so declare to the meeting and any such
business shall not be transacted.
Section 3.6. Notice of Shareholder Nominees. Nominations
of persons for election to the Board of the corporation may be
made at any annual meeting of shareholders by or at the direction
of the Board or by any shareholder of the corporation entitled to
vote for the election of directors at the meeting. Such
shareholder nominations shall be made pursuant to timely notice
given in writing to the secretary of the corporation in
accordance with Section 3.5 of this Article 3. Such
shareholder's notice shall set forth, in addition to the
information required by Section 3.5 as to each person whom the
shareholder proposes 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,
(iv) any other information relating to such person that is
required to be disclosed in solicitation 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 person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected), and (v) the qualifications of
the nominee to serve as a director of the corporation. In the
event the Board or Chief Executive Officer calls a special
meeting of shareholders for the purpose of electing one or more
directors to the Board, any shareholder may nominate a person or
persons (as the case may be) for election to such position(s) as
specified in the notice of meeting, if the shareholder's notice
of such nomination contains the information specified in this
Section 3.6 and shall be delivered to the secretary of the
Corporation not later than the close of business on the tenth day
following the day on which the date of the special meeting and
either the names of the nominees proposed by the Board to be
elected at such meeting or the number of directors to be elected
are publicly announced or disclosed. In no event shall the
adjournment of an annual meeting or special meeting, or any
announcement thereof, commence a new period for the giving of a
shareholder's notice as provided in this Section 3.6. No
shareholder nomination shall be effective unless made in
accordance with the procedures set forth in this Section 3.6.
The person presiding at the meeting shall, if the facts warrant,
determine and declare to the meeting that a shareholder
nomination was not made in accordance with the By-Laws, and if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
Section 3.7. Voting at Meetings.
(a) Voting Rights. Except as otherwise provided by
law or by the provisions of the Articles of Incorporation, every
holder of the Common Stock of the Corporation shall have the
right at all meetings of the shareholders of the Corporation to
one vote for each share of stock standing in his name on the
books of the Corporation.
(b) Proxies. A shareholder may vote, either in person
or by proxy executed as provided by the Indiana Business
Corporation Law (the "Act") by the shareholder or a duly
authorized attorney-in-fact. No proxy shall be valid after
eleven (11) months, unless a shorter or longer time is expressly
provided in the appointment form.
(c) Quorum. Unless otherwise provided by the Articles
of Incorporation or these By-Laws, at any meeting of shareholders
the majority of the outstanding shares entitled to vote at such
meeting, represented in person or by proxy, shall constitute a
quorum. If less than a majority of such shares are represented
at a meeting, the person presiding at the meeting may adjourn the
meeting from time to time. At any meeting at which a quorum is
present, the person presiding at the meeting may adjourn the
meeting from time to time. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 3.8. Action By Shareholders Without Meeting. Any
action required or permitted to be taken at any meeting of the
shareholders may be taken without a meeting if the action is
taken by all shareholders entitled to vote on the action and is
evidenced by one or more written consents describing the action
taken, signed by all shareholders entitled to vote on the action
and delivered to the Corporation for inclusion in the minutes for
filing with the Corporation's records.
Section 3.9. Participation in Meetings by Means of
Conference or Other Similar Communications Equipment. Any
shareholder may participate in an annual or special meeting of
the shareholders by, or through the use of, any means of
communication by which all shareholders participating may
simultaneously hear each other during the meeting. A shareholder
participating in such a meeting by this means is deemed to be
present in person at the meeting.
ARTICLE 4
Board of Directors
Section 4.1. Number and Election. The Board shall consist
of a minimum of one (1) and a maximum of sixteen (16) members.
The actual number of directors shall be fixed from time to time
by amendment to the By-Laws adopted by a majority vote of the
directors then in office. The initial number of directors is two
(2). Initial directors shall serve until the first
shareholder's meeting at which directors are elected. Each
director shall hold office until his successor is elected and
qualified. Directors need not be shareholders.
The Board may elect or appoint, from among its members, a
Chairman of the Board (the "Chairman"), who need not be an
officer or employee of the Corporation. The Chairman shall
preside at all shareholder meetings and Board meetings and shall
have such other powers and perform such other duties as are
incident to such position and as may be assigned by the Board.
The Board shall be divided into three (3) classes, each
class to consist, as nearly as may be, of one-third of the number
of directors then constituting the whole Board, with one class to
be elected annually by shareholders for a term of three years, to
hold office until their respective successors are elected and
qualified; except that:
(a) the terms of directors in the first group will
expire at the first annual meeting of shareholders' after
their election, the terms of the second group will expire at
the second annual meeting of shareholders after their
election and the terms of the third class, if any, will
expire at the third annual meeting of shareholders after
their election;
(b) the term of office of a director who is elected by
either the directors or shareholders to fill a vacancy in
the Board shall expire at the end of the term of office of
the succeeded director's class or at the end of the term of
office of such other class as determined by the Board to be
necessary or desirable to equalize the number of directors
among the classes;
(c) the Board may adopt a policy limiting the time
beyond which certain directors are not to continue to serve,
the effect of which may be to produce classes of unequal
size or to cause certain directors either to be nominated
for election for a term of less than three years or to cease
to be a director before expiration of the term of the
director's class.
In case of any increase in the number of directors, the
additional directors shall be distributed among the several
classes to make the size of the classes as equal as possible. A
decrease in the number of directors shall not shorten an
incumbent director's term.
Section 4.2. Annual Meeting. The Board shall meet each
year immediately after the annual meeting of the shareholders at
the place established by resolution of the Board, for the purpose
of organization, election of officers, and consideration of any
other business that may be brought before the meeting. If the
Board does not establish a place for such meeting by resolution,
the meeting will be held at the place where the shareholders
meeting was held. No notice shall be necessary for the holding
of this annual meeting. If such meeting is not held as above
provided, the election of officers may be had at any subsequent
meeting of the Board specifically called in the manner provided
in Section 4.3 of this Article.
Section 4.3. Other Meetings. Regular meetings of the
Board may be held as provided for in a Board resolution, without
notice of the date, time, place or purpose of the meeting.
Special meetings of the Board may be held upon the call of the
Chief Executive Officer, or of any member of the Board, at any
place within or without the State of Indiana, upon forty-eight
hours' notice, specifying the time, place and general purposes of
the meeting, given to each director, either personally, by
mailing, or by facsimile. Such notice may be waived in writing
by any director, before or after the date stated in the notice,
if the waiver is signed by the director and filed with the
Corporation's minutes or records. In addition, a director's
attendance at or participation in a meeting waives any required
notice 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 4.4. Quorum. At any meeting of the Board, the
presence of a majority of the members of the Board shall
constitute a quorum for the transaction of any business except
the filling of vacancies in the Board. In the filling of
vacancies, if the directors remaining in office constitute fewer
than a quorum of the Board, they may fill a vacancy by the
affirmative vote of a majority of all directors remaining in
office.
Section 4.5. Action By Directors Without Meeting. Any
action required or permitted to be taken at any meeting of the
Board, or any committee thereof, may be taken without a meeting
if the action is taken by all members of the Board and is
evidenced by one or more written consents describing the action
taken, signed by each director, and is included in the minutes or
filed with the corporate records reflecting the action taken.
Section 4.6. Compensation of Directors. The Board is
empowered and authorized to fix and determine the compensation of
directors for attendance at meetings of the Board, and additional
compensation for any additional services that the directors may
perform for the Corporation.
Section 4.7. Participation in Meetings by Means of
Conference or Other Similar Communications Equipment. A member
of the Board or of a committee designated by the Board may
participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which
all directors participating may simultaneously hear each other
during the meeting. A director participating in such a meeting
by this means is deemed to be present in person at the meeting.
Section 4.8. Executive Committee. The Board shall, by
resolution adopted by a majority of the full Board, designate an
Executive Committee having as its standing members the Chairman
of the Board and Chief Executive Officer and the President and
Chief Operating Officer. The remaining positions on the
Executive Committee shall be filled by other Board members on a
rotating basis with membership equally divided, as nearly as
practicable, between Board members who are former board members
of Indiana Energy, Inc., or their successors, and Board members
who are former board members of SIGCORP, Inc., or their
successors. Meetings of the Executive Committee shall be held on
call of the Chairman of the Board and Chief Executive Officer and
are intended to be held when it is necessary or desirable to have
Board involvement in actions of the Corporation, but it is
impracticable to convene a meeting of the full Board. The
Executive Committee shall have all of the authority of the Board
allowed by the Act.
Section 4.9. Audit, Compensation and Other Committees of
the Board. The Board shall, by resolution adopted by a majority
of the full Board, designate an Audit Committee and a
Compensation Committee comprising, in each case, two or more
Directors, which shall have such authority and exercise such
duties as shall be provided by resolution of the Board. The
Board may, by resolution adopted by a majority of the full Board,
also designate other regular or special committees of the Board
("Committees"), in each case comprising two or more Directors,
with such powers and duties as shall be provided by resolution of
the Board.
Section 4.10. Resignations. A director may resign at any
time by delivering notice to the Board or the Secretary of the
Corporation. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date. If
a resignation is made effective at a later date and the
Corporation accepts the future effective date, the Board may fill
the pending vacancy before the effective date if the Board
provides that the successor does not take office until the
effective date.
Section 4.11. Retirement Policy. Unless otherwise waived
or directed by the Board, each director shall retire at the end
of the month during which he or she reaches the age of seventy
(70) years.
ARTICLE 5
Officers
Section 5.1. Number. The officers of the Corporation
shall consist of a Chairman and Chief Executive Officer, Chief
Operating Officer and President, Chief Financial Officer,
Secretary, and such other officers as may be chosen by the Board
at such time and in such manner and for such terms as the Board
may prescribe. The Chairman and Chief Executive Officer may
appoint one or more officers as he may deem necessary or
advisable to carry on the operations of the Corporation. The
Board may appoint one or more assistant officers as it may deem
necessary or advisable to carry on the operations of the Corpora
tion. Such appointed officer(s) or assistant officer(s) shall
hold office until the next annual meeting of the Board unless
removed by resolution of the Board prior to such meeting date.
Any two or more offices may be held by the same person.
Section 5.2. Election and Term of Office. The officers
shall be chosen annually by the Board. Each officer shall hold
office until his successor is chosen, or until his death, or
until he shall have resigned or shall have been removed in the
manner hereinafter provided.
Section 5.3. Removal. Any officer may be removed, either
with or without cause, at any time, by a majority vote of the
Board.
Section 5.4. Resignations. An officer may resign at any
time by delivering notice to the Board or the Secretary of the
Corporation. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date. If
a resignation is made effective at a later date and the
Corporation accepts the future effective date, the Board may fill
the pending vacancy before the effective date if the Board
provides that the successor does not take office until the
effective date.
Section 5.5. Chairman and Chief Executive Officer. The
Chairman and Chief Executive Officer shall be, subject to the
control of the Board, in general charge of the affairs of the
Corporation and perform such other duties as the Code of By-Laws
or the Board may prescribe. He shall also preside at all
meetings of shareholders and directors, discharge all the duties
which devolve upon a presiding officer, and shall perform such
other duties as the Code of By-Laws or Board may prescribe.
Section 5.6. Chief Operating Officer and President. The
Chief Operating Officer and President shall be, subject to the
control of the Board, in charge of the daily affairs of the
Corporation and shall have such powers and duties as may be
determined by the Board. If no Chairman of the Board is elected
or appointed, the Chief Operating Officer shall preside at all
meetings of shareholders, discharge all the duties which devolve
upon a presiding officer, and shall perform such other duties as
the Code of By-Laws or Board may prescribe.
Section 5.7. Chief Financial Officer. The Chief Financial
Officer shall be the financial officer of the Corporation; shall
have charge and custody of, and be responsible for, all funds of
the Corporation, and deposit all such funds in the name of the
Corporation in such banks, trust companies or other depositories
as shall be selected by the Board; shall receive, and give
receipts for, monies due and payable to the Corporation from any
source whatsoever; and, in general, shall perform all the duties
incident to the office of Treasurer and such other duties as this
Code of By-Laws provides or as may, from time to time, be
assigned by the Board.
Section 5.8. The Vice-Presidents. Each Vice-President (if
one or more Vice-Presidents be elected or appointed) shall have
such powers and perform such duties as this Code of By-Laws
provides or as the Chairman and Chief Executive Officer, from
time to time, prescribe or delegate to him or her.
Section 5.9. The Secretary. The Secretary shall prepare
or cause to be prepared the minutes of the meetings of the share
holders and of the Board; shall see that all notices are duly
given in accordance with the provisions of the Code of By-Laws
and as required by law; shall be custodian and responsible for
the authentication of the records; and, in general, shall perform
all duties incident to the office of Secretary and such other
duties as this Code of By-Laws provides or as may, from time to
time, be assigned by the Board.
Section 5.10. Delegation of Authority. In case of the
absence of any officer of the Corporation, or for any other
reason that the Board may deem sufficient, the Board may delegate
the powers or duties of such officer to any other officer, for
the time being, provided a majority of the entire Board concurs
therein.
Section 5.11. Salaries. The salaries of the officers shall
be fixed, from time to time, by the Board. No officer shall be
prevented from receiving such salary by reason of the fact he is
also a director of the Corporation.
ARTICLE 6
Negotiable Instruments, Deeds, Contracts and Shares
Section 6.1. Execution of Negotiable Instruments. All
checks, drafts, notes, bonds, bills of exchange and orders for
the payment of money of the Corporation shall, unless otherwise
directed by the Board, or unless otherwise required by law, be
signed by the Treasurer and one other officer, or such other
officers or employees as may be directed by the Chief Executive
Officer.
Section 6.2. Execution of Deeds, Contracts, Etc. All
deeds and mortgages made by the Corporation and other material
written contracts and agreements into which the Corporation
enters other than transactions in the ordinary course of business
shall, unless otherwise directed by the Board or required by law,
be executed in its name by any authorized officer of the
Corporation, signing singly, and, when necessary or required,
shall be duly attested by the Secretary or Assistant Secretary.
Written contracts and agreements in the ordinary course of
business operations may be executed by any officer or employee of
the Corporation designated by the Chief Financial Officer to
execute such contracts and agreements.
Section 6.3. Endorsement of Stock Certificates. Subject
always to the further orders and directions of the Board, any
share or shares of stock issued by any other corporation and
owned by the Corporation (including retired shares of stock of
the Corporation) may, for sale or transfer, be endorsed in the
name of the Corporation by the Chief Operating Officer and
President and the Secretary.
Section 6.4. Voting of Stock Owned by Corporation.
Subject always to the further orders and directions of the Board,
any share or shares of stock issued by any other corporation and
owned or controlled by the Corporation may be voted at any
shareholder's meeting of such other corporation by the Chief
Operating Officer of the Corporation or, in his absence, by the
Secretary of the Corporation. Whenever, in the judgment of the
Chief Operating Officer, it is desirable for the Corporation to
execute a proxy or give a shareholder's consent in respect to any
share or shares of stock issued by any other corporation and
owned by the Corporation, such proxy or consent shall be executed
in the name of the Corporation and shall be attested by the
Secretary of the Corporation. Any person or persons designated
in the manner above stated as the proxy or proxies of the
Corporation shall have the full right, power, and authority to
vote the share or shares of stock issued by such other
corporation and owned by the Corporation the same as such share
or shares might be voted by the Corporation.
ARTICLE 7
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 7.1. Contracts. Any contract or other transaction
between the Corporation and one or more of its directors, or
between the Corporation and any firm of which one or more of its
directors are members or employees, or in which they are inter
ested, or between the Corporation and any corporation or
association of which one or more of its directors are share
holders, members, directors, officers, or employees, or in which
they are interested, shall be valid for all purposes, notwith
standing the presence of such director or directors at the
meeting of the Board of the Corporation which acts upon, or in
reference to, such contract or transaction, and notwithstanding
his or their participation in such action, if the fact of such
interest shall be disclosed or known to the Board and the Board
shall, nevertheless, authorize, approve, and ratify such contract
or transaction by a vote of a majority of the directors on the
Board who have no direct or indirect interest in the contract or
transaction or, if all directors have such an interest, then by a
vote of a majority of the directors. If a majority of such
directors vote to authorize, approve or ratify such contract or
transaction, a quorum is deemed to be present for purposes of
taking such action. This Section shall not be construed to
invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable
thereto.
Section 7.2. Indemnification.
(a) Definitions. Terms defined in Chapter 37 of the
Act (IND. CODE 23-1-37, et seq.) which are used in this
Article 7 shall have the same definitions for purposes of
this Article 7 as they have in such chapter of the Act.
(b) Indemnification of Directors and Officers. The
Corporation shall indemnify any individual who is or was a
director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
partner or trustee of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise whether or not for profit,
against liability and expenses, including attorneys fees,
incurred by him in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and
whether formal or informal, in which he is made or
threatened to be made a party by reason of being or having
been in any such capacity, or arising out of his status as
such, except (i) in the case of any action, suit, or
proceeding terminated by judgment, order, or conviction, in
relation to matters as to which he is adjudged to have
breached or failed to perform the duties of his office and
the breach or failure to perform constituted willful
misconduct or recklessness; and (ii) in any other situation,
in relation to matters as to which it is found by a majority
of a committee composed of all directors not involved in the
matter in controversy (whether or not a quorum) that the
person breached or failed to perform the duties of his
office and the breach or failure to perform constituted
willful misconduct or recklessness. The Corporation may pay
for or reimburse reasonable expenses incurred by a director
or officer in defending any action, suit, or proceeding in
advance of the final disposition thereof upon receipt of (i)
a written affirmation of the director's or officer's good
faith belief that such director or officer has met the
standard of conduct prescribed by Indiana law; and (ii) an
undertaking of the director or officer to repay the amount
paid by the Corporation if it is ultimately determined that
the director or officer is not entitled to indemnification
by the Corporation.
(c) Other Employees or Agents of the Corporation. The
Corporation may, in the discretion of the Board, fully or
partially provide the same rights of indemnification and
reimbursement as herein above provided for directors and
officers of the Corporation to other individuals who are or
were employees or agents of the Corporation or who are or
were serving at the request of the Corporation as employees
or agents of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise whether or not for profit.
(d) Non-exclusive Provision. The indemnification
authorized under this Section 7.2 is in addition to all
rights to indemnification granted by Chapter 37 of the Act
(IND. CODE 23-1-37, et seq.) and in no way limits the
indemnification provisions of such Chapter.
ARTICLE 8
Amendments
Section 8.1. In General. The powers to make, alter, amend
or repeal this Code of Bylaws is vested exclusively in the Board,
but an affirmative vote of a majority of the number of directors
in office at the time of such vote shall be necessary to effect
any alteration, amendment or repeal of this Code of Bylaws.