EXHIBIT 3
BYLAWS
OF
MAINSOURCE FINANCIAL GROUP, INC.
ARTICLE I
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of MainSource Financial
Group, Inc. (the "Corporation") shall be located in Greensburg, Indiana.
The Corporation may have such other offices, either within or outside the
State of Indiana, as the business of the Corporation may require from time to
time.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held at such time, place and on such date as the Board of Directors shall
designate and as stated in the notice of the meeting, said date to be no later
than six months following the end of the Corporation's fiscal year. The purpose
of such meeting shall be the election of directors and the transaction of such
other business as may properly come before it. If the election of directors
shall not be held on the day designated for an annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders to be held as soon thereafter as may be
practicable. Failure to hold the annual meeting at or within the designated
time, or to elect directors at or within such time, shall not work any
forfeiture or a dissolution of the Corporation, and shall not otherwise affect
valid corporate acts.
2.2 SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called by the Chairman of the Board or the Chief
Executive Officer of the Corporation, and shall be called by the Chairman of the
Board at the written request of a majority of the members of the Board of
Directors, or upon delivery to the Corporation's Secretary of a signed and dated
written demand for a special meeting from the holders of at least 25% of all the
votes entitled to be cast on any issue proposed to be considered at the proposed
special meeting.
2.3 PLACE OF SPECIAL MEETINGS. The Board of Directors may designate any
place within or outside the State of Indiana as the place for any special
meeting of shareholders called by the Board of Directors. If no designation is
properly made, or if a special meeting is otherwise called, the place of meeting
shall be at the principal office of the Corporation in the State of Indiana.
2.4 NOTICE OF ANNUAL OR SPECIAL MEETINGS. The Corporation shall give
notice to shareholders of record entitled to vote at the annual or special
meeting of the date, time and place of each annual or special shareholders
meeting to be held, and, in case of a special meeting, the purpose or purposes
for which the meeting is called, no less than 10 days nor more than 60 days
before the date of the meeting. Notice shall be given in written form, delivered
personally or by telegraph, teletype, any other form of wire or wireless written
communication or by mail or private carrier, by or at the direction of the
Chairman of the Board or the Secretary. If notice is given by mail, such notice
shall be deemed to be delivered when deposited in the United States mail
correctly addressed to the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage prepaid. If notice is given by
private carrier, such notice shall be deemed to be delivered upon delivery of
such notice to a private carrier, in any envelope required by such private
carrier for delivery without charge to the shareholder, correctly addressed to
the shareholder at his address as it appears on the stock transfer books of the
Corporation. If notice is given by telegraph, teletype or any other form of wire
or wireless written communication, notice shall be deemed to be delivered upon
proper transmission of such written communication in a manner authorized by
Indiana law that the Corporation reasonably believes will result in the receipt
of such written communication (or all material information as to its contents)
by the shareholder. An affidavit (a) of mailing of notice of a meeting of
shareholders, executed by the Secretary, any Assistant Secretary or any transfer
agent of the Corporation, (b) of delivery of notice, executed by any private
carrier or any independent company engaged in the transmission and delivery of
telegraphs, and (c) of proper transmission of notice by teletype or any other
form of wire or wireless written communication, executed by any officer of the
Corporation, shall be prima facie evidence of the giving of such notice.
2.5 ADVANCE NOTICE OF SHAREHOLDER BUSINESS. At any annual meeting of
the shareholders, 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
shareholder. For business to be properly brought before an annual meeting by a
shareholder, 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 60 nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder 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 annual meeting was mailed or such public disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder 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 stock transfer books, 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 material interest of
the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.5. 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 2.5, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
2.6 FIXING OF A RECORD DATE. The Board of Directors of the Corporation
may fix in advance a date, not exceeding 70 days prior to the date of any
meeting of shareholders, or to the date for the payment of any dividend or for
the allotment of rights, or to the date when any exchange or reclassification of
shares shall be effective, as the record date for the determination of
shareholders entitled to notice of, or to vote at, such meeting, or shareholders
entitled to receive payment of any such dividend or to receive any such
allotment of rights, or to exercise rights in respect of any exchange or
reclassification of shares. The shareholders of record on such record date shall
be the shareholders entitled to notice of, and to vote at, such meeting, or to
receive payment of such dividend or to receive such allotment of rights, or to
exercise such rights, in the event of an exchange or reclassification of shares,
as the case may be. If no record date is fixed by the Board of Directors, the
date on which notice of the meeting is mailed, or the date on which the
resolution of the Board of Directors declaring such dividend is adopted or such
other action is taken, as the case may be, shall be deemed to be the record date
for the determination of the shareholders of the Corporation and the number of
shares owned by them for all of the purposes set forth in the immediately
preceding sentence. When a record date has been established as provided herein,
such record date shall be effective for any adjournment of the meeting for which
such record date was established, unless the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting, in which case the
Board of Directors shall establish a new record date in accordance with these
Bylaws.
2.7 VOTING RECORD. The officer or agent having charge of the
Corporation's stock transfer books shall make, at least 5 business days before
every meeting of shareholders, a list of the shareholders entitled to notice of
the shareholders' meeting, arranged in alphabetical order. The list shall be
further arranged by voting group (and within each voting group by class or
series of shares) and show the address of and number of shares held by each
shareholder. Such shareholders' list shall be available for inspection by any
shareholder, beginning 5 business days before the meeting for which the list was
prepared and continuing through the meeting, at the Corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder, his agent or attorney may on written demand
inspect and copy the list during regular business hours and at the shareholder's
expense, during the period it is available for inspection, subject to the
provisions of the Indiana Business Corporation Law (including, without
limitation, provisions concerning the Corporation's ability to refuse to permit
such inspection or copying without a court order). The Corporation shall make
the shareholders' list available at the meeting, and any shareholder, his agent
or attorney shall be entitled to inspect the list at any time during the meeting
or any adjournment.
2.8 QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
of the shareholders for all purposes unless a greater or lesser quorum shall be
provided by law or the Corporation's Articles of Incorporation and in such case
the representation of the number so required shall constitute a quorum. Once a
share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting, unless a new record date is or must be set for that adjourned
meeting. In the absence of a quorum, the shareholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided in
Section 2.9 of these Bylaws.
2.9 ADJOURNMENTS. Any meeting of shareholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof is announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
2.10 ORGANIZATION. The Chairman of the Board, or such other person as
may have been designated for the purpose by the Board of Directors, or if no
such designation shall have been made, a chairman elected by the shareholders
present, shall act as chairman of meetings of shareholders. The Secretary of the
Corporation shall act as secretary of meetings of shareholders, but in the
absence of the Secretary the chairman of the meeting may appoint any person to
act as secretary of the meeting.
2.11 VOTING. Unless otherwise required by the Indiana Business
Corporation Law, the Corporation's Articles of Incorporation or these Bylaws,
(a) any question brought before any meeting of shareholders shall be decided by
the vote of the holders of a majority of the shares represented and entitled to
vote on the matter and (b) each shareholder represented at a meeting of
shareholders shall be entitled to cast one vote for each share entitled to vote
on the matter held by such shareholder. The Board of Directors, in its
discretion, or the chairman presiding at a meeting of shareholders, in his
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.
2.12 PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution, unless otherwise expressly provided in
the proxy. A proxy may be revoked in writing at any time unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest. The effective time of such revocation shall be the time the
Secretary of the Corporation receives the written notice of revocation.
2.13 VOTING BY CORPORATION. Neither treasury shares of its own stock
held by the Corporation, nor shares held by another corporation if a majority of
the shares entitled to vote for the election of directors of such other
corporation is held by the Corporation, shall be voted at any meeting or counted
in determining the total number of outstanding shares at any given time.
2.14 INSPECTORS OF ELECTIONS. The Board of Directors or the chairman of
the meeting may appoint two or more inspectors to tally and certify each vote
required to be tallied and certified by them as provided in the resolution of
the Board of Directors appointing them or in their appointment by the chairman
of the meeting, and to perform such other acts or duties as may be requested by
the chairman of the meeting or required by law. On request of the chairman of
the meeting or as otherwise required by law, the inspectors shall make and
execute a written report to the chairman of the meeting certifying any facts
found by them and matters determined by them. The report shall be prima facie
evidence of the facts stated and of the vote certified by the inspectors.
2.15 ATTENDANCE AT MEETING AS WAIVER. Attendance by a shareholder at a
meeting of shareholders (a) 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 business at the meeting; and (b)
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.
ARTICLE III
DIRECTORS
3.1 GENERAL POWERS. The business affairs of the Corporation shall be
managed by its Board of Directors.
3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
Corporation shall be not less than five (5) and no more than fifteen (15), as
fixed by resolution of the Board of Directors from time to time. Each director
shall hold office for the term for which he was elected and until his successor
shall be elected and qualified, whichever period is longer, or until his death
or until he shall resign or shall have been removed in the manner hereinafter
provided.
3.3 REMOVAL AND RESIGNATIONS. Subject to the rights of the holders of
any series of Preferred Shares then outstanding, at a meeting of shareholders
called expressly for the purpose of removing one or more directors, any director
or the entire Board of Directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors. Whenever any voting group is entitled to elect one or
more directors by the provisions of the Articles of Incorporation, the
provisions of this Section shall apply, in respect to the removal of a director
or directors so elected by such voting group, to the vote of the voting group
and not to the vote of the outstanding shares as a whole. Any member of the
Board of Directors may resign from the Board of Directors at any time by giving
written notice to the Chairman of the Board or Secretary of the Corporation, and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
3.4 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide by resolution the time and place, either within or outside
the State of Indiana, for the holding of regular meetings without other notice
than such resolution.
3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by, or at the request of, the Chairman of the Board, the President of the
Corporation, or by any two directors. All special meetings of the Board of
Directors shall be held at the principal office of the Corporation unless some
other place shall be specified in the notice of the meeting.
3.6 NOTICE. Notice of any special meeting shall be given at least 24
hours prior thereto, either in person or by telephone, or in written form
delivered personally or by any form of wire or wireless written communication or
by mail, to each director. Any director may waive notice of any meeting. The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director at the beginning of the meeting (or
promptly upon the director's 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. 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.
3.7 QUORUM. A majority of the number of directors determined in
accordance with Section 3.2 of these Bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, provided, if
less than a majority of the directors are present at said meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
3.8 ORGANIZATION. Meetings of the Board of Directors shall be presided
over by the Chairman of the Board, or in his absence the Vice-Chairman, if any,
or in the absence of the Vice Chairman, if any, the President, or in his absence
by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.
3.9 MANNER OF ACTING. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless otherwise required by the Articles of Incorporation.
3.10 PARTICIPATION BY TELEPHONIC MEANS. Members of the Board of
Directors, or of any committee designated by the Board of Directors, 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 and speak to each other at the same time,
and participation in a meeting pursuant to this provision shall constitute
presence in person at the meeting.
3.11 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights
of the holders of any series of Preferred Shares then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
shall, and any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may, be filled by a majority of the remaining directors then in office, and
directors so chosen shall serve for a term expiring at the next annual meeting
of shareholders and until his successor shall have been duly elected and
qualified, or until his earlier resignation or removal. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
3.12 COMPENSATION. Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a stated
salary as director, a fixed sum for attendance at each meeting of the Board of
Directors or some combination thereof. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may also be
allowed compensation for attending committee meetings.
3.13 ACTION BY WRITTEN CONSENT. Any action required or permitted to be
taken by the Board of Directors at a meeting may be taken without a meeting if
the action is taken by all directors. Any such 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.
3.14 NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated
in accordance with the procedures set forth in this Section 3.14 shall be
eligible for election as directors. The Board of Directors shall appoint at
least two members of the Board who satisfy the requirements to be considered an
"independent director" under the rules of the National Association of Securities
Dealers, Inc., to a nominating committee for selecting the management nominees
for election as directors. Shareholders of the Corporation may also nominate
directors for election, provided such nominations are made pursuant to timely
notice in writing to the nominating committee, care of the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal office 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 70 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholder 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 shareholders' notice shall set forth such
information as the nominating committee shall determine.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
4.1 APPOINTMENT. The Board of Directors may, by resolution passed by a
majority of the full Board of Directors, designate the Chairman, the Vice
Chairman, the President and one or more of the other directors to constitute an
Executive Committee.
4.2 AUTHORITY. The Executive Committee, when the Board is not in
session, shall have and may exercise all of the authority of the Board except to
the extent, if any, that such authority shall be limited by the resolution
appointing the Executive Committee, or as otherwise expressly provided by law,
the Articles of Incorporation or these Bylaws.
4.3 TENURE. Subject to the provisions of Section 4.8 of this Article
IV, each member of the Executive Committee shall hold office until the next
annual meeting of the Board following his designation and until a successor is
designated as a member of the Executive Committee.
4.4 MEETINGS. 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. Special meetings of the Executive Committee may be called by the
Chairman of the Executive Committee, or if absent or disabled, the Chairman, or
if absent or disabled, the President, or in the absence or disability of all of
them, by a majority of the remaining members of the Executive Committee 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. 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.
Regular or special meetings may be held by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can communicate with each other.
4.5 QUORUM. 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.
4.6 ACTION WITHOUT A MEETING. 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.
4.7 VACANCIES. Any vacancy in the Executive Committee may be filled by
a resolution adopted by a majority of the Board.
4.8 RESIGNATIONS AND REMOVAL. Any member of the Executive Committee may
be removed at any time with or without cause by resolution adopted by a majority
of the Board. Any member of the Executive Committee may resign from the
Executive Committee at any time by giving written notice to the Chairman of the
Executive Committee, the Chairman, or the President. Unless otherwise specified
thereon, such resignation shall take effect upon receipt. The acceptance of such
resignation shall not be necessary to make it effective.
4.9 PROCEDURE. The Chairman of the Executive Committee shall be the
presiding officer of the Executive Committee, or, if absent or disabled, the
Chairman, or if absent or disabled, the President, or in the absence or
disability of all three of them, such other person as may be elected by a
majority of the members present. The Executive Committee may fix its own rules
of procedure which shall not be inconsistent with these Bylaws. It shall keep
regular minutes of its proceedings and report the same to the Board for its
information at the meeting thereof held next after its proceedings shall have
been taken.
4.10 OTHER COMMITTEES. The Board may by resolution establish an audit
committee or other committees composed of directors as they may determine to be
necessary or appropriate for the conduct of the business of the Corporation and
may prescribe the duties, constitution and procedures thereof.
ARTICLE V
OFFICERS
5.1 OFFICERS. The officers of the Corporation shall be chosen by the
Board of Directors and shall consist of a Chairman of the Board of Directors, a
Chief Executive Officer, a President, a Secretary and a Treasurer. Further, the
Board of Directors may elect or appoint a Vice Chairman (which position the
Board of Directors may designate by resolution as a non-officer, honorary
position), one or more Vice Presidents (whose titles may be modified by one or
more words such as "Executive," "Senior," "Finance," "Operations" or words of
similar ranking or descriptive import), a Principal Accounting Officer, a
Controller, Assistant Secretaries, Assistant Treasurers and such other officers
and assistants to offices as it from time to time deems necessary. Any two or
more offices may be held by the same person.
5.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall
be elected by the Board of Directors at its first meeting held after the Annual
Meeting of Shareholders. If the election of officers is not held at any such
meeting, such election shall be held as soon thereafter as is practicable.
Vacancies may be filled or new offices created and filled at any time by the
Chief Executive Officer or the Board of Directors. Each officer shall hold
office until his successor is duly elected or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
5.3 REMOVAL AND RESIGNATIONS. Any officer or agent elected or appointed
by the Board of Directors or the Chief Executive Officer may be removed by the
Board of Directors or the Chief Executive Officer whenever, in its judgment, the
best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights. Any officer of the Corporation may resign at any time by
giving written notice to the President or Secretary of the Corporation, and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
5.4 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
5.5 CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board shall
be a director and shall preside at meetings of the Board of Directors and
meetings of shareholders. The Chairman of the Board shall be responsible for (a)
board and shareholder governance, and (b) corporate wide business management.
The Chairman of the Board shall share with the Chief Executive Officer
responsibility for (a) setting the agenda for all meetings of the Board of
Directors and (b) enterprise support. The Chairman of the Board shall be a
member of any Executive Committee of the Board.
5.6 VICE-CHAIRMAN. The Vice Chairman, if any, shall have such duties
and powers as from time to time may be assigned by these Bylaws or the Board of
Directors.
5.7 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be a
director, shall report on the operations of the Company for the fiscal year to
the shareholders at their annual meeting and from time to time shall report to
the Board of Directors all matters within his knowledge that the interests of
the Company may require be brought to their notice. The Chief Executive Officer
shall be responsible for (a) the strategic direction, development and oversight
of the Company, (b) the growth of the Company and (c) the deployment of
strategic assets of the Company (including executive management and other
personnel employed by the Corporation (excluding personnel employed solely by
any subsidiary of the Corporation)). The Chief Executive Officer shall be
responsible for (a) external relations with the financial community, (b)
internal corporate governance, and (c) enterprise support. The Chief Executive
Officer shall be a member of any Executive Committee of the Board. The Chief
Executive Officer will report directly to the Board of Directors and shall share
the responsibility of setting the agenda for all meetings of the Board of
Directors with the Chairman of the Board.
5.8 PRESIDENT. The President shall be the Chief Operating Officer of
the Corporation. Subject to the direction of the Board of Directors and the
Chief Executive Officer of the Corporation, the President shall have general
supervision over the administration and business operations of the Corporation
as conducted through its operating subsidiaries.
5.9 VICE-PRESIDENTS. Any Vice-President shall have such duties and
powers as shall be designated from time to time by the Chief Executive Officer
or the Board of Directors.
5.10 SECRETARY. The Secretary shall (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings and (unless
otherwise directed) all committees thereof in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal, if any, of the Corporation; (d) keep a
register of the mailing address of each shareholder; (e) sign certificates for
shares of stock of the Corporation; (f) have general charge of the stock
transfer books of the Corporation (which may, however, be kept by any transfer
agent or agents of the Corporation); and, (g) in general, perform all duties
incident to the office of Secretary, and have such other duties and powers as
may be designated from time to time by the Chairman of the Board (provided he is
the Chief Executive Officer) or the President.
5.11 TREASURER. The Treasurer shall be the Chief Financial Officer of
the Corporation unless the Board of Directors expressly designates another
officer as such by resolution. The Treasurer shall supervise and conduct the
routine financial business of the Corporation and shall have care and custody of
its funds, securities and property subject to the supervision of the President.
The Treasurer shall keep permanent records of the funds and property of the
Corporation and shall have authority to receive all monies and to pay out and
disburse such monies under the direction and control of the Board of Directors.
The Treasurer shall deposit daily to the credit of the Corporation all monies
not required for the convenience of the Corporation's business, in such banks,
trust companies or other depositories as the Board of Directors may from time to
time direct. The Treasurer shall in general perform all the duties incident to
the office of Treasurer, and have such other duties and powers as may be
designated from time to time by the Chairman of the Board (provided he is the
Chief Executive Officer), the President or any officer who is designated the
Chief Financial Officer of the Corporation.
5.12 PRINCIPAL ACCOUNTING OFFICER. The Principal Accounting Officer
shall be the person responsible for all SEC reporting including the filing of
the Company's 10-k, 10-Q, 8-ks and all other SEC documents. He shall have such
other duties and powers as may be designated from time to time by the Chief
Executive Officer or the President.
5.13 CONTROLLER. The controller shall be the Chief Accounting Officer
of the Corporation and shall be in charge of its books of account, accounting
records and accounting procedures. He shall have such other duties and powers as
may be designated from time to time by the Chief Executive Officer or the
President.
5.14 OTHER OFFICERS; ASSISTANT OFFICERS. If the Board of Directors
elects or appoints (i) other officers or (ii) assistants to any other officers,
such officers and assistant officers shall exercise such powers and perform such
duties as pertain to their respective offices, or as may be conferred upon, or
assigned to, them by the Chief Executive Officer or the President and, in the
case of assistant officers, the respective officer to whom they are assistants.
5.15 COMPENSATION. The compensation of the Board and Executive Officers
shall be fixed from time to time by the compensation committee of the Board of
Directors, if any, or the Board of Directors.
ARTICLE VI
CLERKS, AGENTS AND EMPLOYEES
The Board of Directors may appoint, from time to time, such clerks,
agents and employees as it may deem advisable for the prompt and orderly
transaction of the business of the Corporation, define their duties, fix the
salaries to be paid them and dismiss them. Subject to the authority of the Board
of Directors, the President, or any other officer of the Corporation authorized
by him, may appoint and dismiss all or any of such clerks, agents and employees
and prescribe their duties and the conditions of their employment, and from time
to time fix their compensation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
7.1 CONTRACTS. To the extent permitted by applicable law, the Articles
of Incorporation or these Bylaws, the Board of Directors may authorize any
officer or officers, or agent or agents, to enter into any contract and execute
and deliver any instruments in the name of and on behalf of the Corporation.
Such authority may be general or confined to specific instances.
7.2 LOANS AND EVIDENCES OF INDEBTEDNESS. No loan shall be contracted on
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors. Such authorization may be
general or confined to specific instances.
7.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, issued in the name of the Corporation, shall be signed by such
person or persons and in such manner as may from time to time be designated by
the Board of Directors. Such designations may be general or confined to specific
instances.
7.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited, from time to time, to the credit of the Corporation in such banks,
trust companies and other depositories as the Board of Directors may authorize.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
8.1 CERTIFICATES FOR SHARES. Every shareholder shall be entitled to
have a certificate certifying the number and type of shares of the Corporation
owned by him, signed by, or in the name of the Corporation by the Chairman of
the Board, or Vice-Chairman, President or a Vice-President and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation (except that when any such certificate is countersigned by a
transfer agent other than the Corporation or its employee or by a registrar
other than the Corporation or its employee the signature of any such officers
may be facsimiles). Such certificates shall be in such form as may be determined
by the Board of Directors and by the laws of the State of Indiana. If the
Corporation shall be authorized to issue more than one class of shares or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate that the Corporation shall issue to represent such
class or series of shares, provided that, except in the case of restrictions on
transfer of securities which are required to be noted on the certificate, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate that the Corporation shall issue to represent such class or
series of shares, a statement that the Corporation will furnish without charge
to each shareholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
8.2 TRANSFER OF SHARES. Transfer of shares of the Corporation shall be
made only on the books of the Corporation by the registered holder thereof, or
by his legal representative who shall furnish proper evidence of authority to
transfer, or by his attorney-in-fact thereunto authorized by power of attorney
duly executed and filed with the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.
8.3 LOST, STOLEN OR DESTROYED CERTIFICATES. A new certificate or
certificates may 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 shares to be lost, stolen or destroyed. When issuing a new
certificate or certificates, the Corporation, acting through its officers or
agents, including any transfer agent or registrar, 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 as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
8.4 REGULATIONS. The Board of Directors shall have the power and
authority to take such action and make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation, including, without limitation, the appointment of a
transfer agent and registrar for the Corporation.
ARTICLE IX
EMERGENCY BYLAWS
The Board of Directors may adopt, either before or during an emergency,
as that term is defined by the Indiana Business Corporation Law, any emergency
regulations permitted by the Indiana Business Corporation Law which shall be
operative only during such emergency. In the event the Board of Directors does
not adopt any such emergency regulations the special rules provided in the
Indiana Business Corporation Law shall be applicable during such emergency.
ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
10.1 GENERAL. The Corporation shall, to the fullest extent permitted
by, and in accordance with the provisions of, the Indiana Business Corporation
Law, as it presently exists or may hereafter be amended, indemnify each director
and officer of the Corporation against expenses (including attorneys' fees),
judgments, taxes, fines, and amounts paid in settlement, incurred by him in
connection with, and shall advance expenses (including attorneys' fees) incurred
by him in defending, any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or investigative) to which
he is, or is threatened to be made, a party by reason of the fact that he 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, employee, or agent
of another domestic or foreign corporation, partnership, joint venture, trust or
other enterprise. Advancement of expenses shall be made upon receipt of an
undertaking, with such security, if any, as the Board of Directors or
shareholders may reasonably require, by or on behalf of the person seeking
indemnification to repay amounts advanced if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized
herein.
10.2 NON-EXCLUSIVE RIGHT. The indemnification provided for by Section
10.1 shall not be deemed exclusive of any other rights to which directors or
officers of the Corporation may be entitled under any statute, provision in the
Corporation's Articles of Incorporation, agreement or action of the Board of
Directors or shareholders of the Corporation, or otherwise, and shall continue
as to a person who has ceased to be a director or officer of the Corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
such a person.
10.3 INSURANCE. Without in any way limiting the Corporation's power to
purchase and maintain insurance for any other purpose or on behalf of any other
person, 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,
or is or was serving at the request of the Corporation as a director, officer,
partner, employee, or agent of another domestic or foreign corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in such capacity or arising out of his
status as such, whether or not the Corporation would have the power or be
obligated to indemnify him against such liability under the provisions of
Section 10.1 of these Bylaws or the Indiana Business Corporation Law.
ARTICLE XI
MISCELLANEOUS
11.1 AMENDMENTS. The Board of Directors shall have the power and
authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the
vote of a majority of the entire Board of Directors.
11.2 FISCAL YEAR. The Board of Directors shall have the power to fix,
and from time to time change, the fiscal year of the Corporation.
11.3 SEAL. The Board of Directors may, but need not, adopt a corporate
seal which shall be circular in form and shall have inscribed thereon the name
of the Corporation, the state of incorporation, and the word "SEAL".
11.4 WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of these Bylaws, the Articles of Incorporation, or the
Indiana Business Corporation Law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.
11.5 VOTING OF SHARES HELD BY CORPORATION. Unless otherwise ordered by
the Board of Directors, the Chief Executive Officer of the Corporation may from
time to time appoint an attorney or attorneys, or any agent or agents, to
exercise in the name and on behalf of the Corporation the powers and rights that
the Corporation may have, as the holder of shares or other securities in any
other corporation, to vote or to consent in respect of such shares or other
securities; and the Chief Executive Officer may instruct the person or persons
so appointed as to the manner of exercising such powers and rights; and the
Chief Executive Officer may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal or otherwise, all such
written proxies, powers of attorney or other written instruments as he may deem
necessary in order that the Corporation may exercise such powers and rights.