April 14, 2000
Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Gentlemen:
We are transmitting herewith Vectren Corporation's
Current Report on Form 8-K for the period ended
March 31, 2000, pursuant to the requirements
of the Securities Exchange Act of 1934.
Very truly yours,
/s/James A.Hummel, II
James A.Hummel, II
JH:tmw
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of
15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 31, 2000
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 1-15467 35-2086905
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification
No.)
20 N.W. Fourth Street
Evansville, Indiana 47741
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812)465-5300
N/A
(Former name or address, if changed since last report.)
Item 1. Acquisition or Disposition of Assets
Vectren Corporation (Vectren), the registrant, is an Indiana
corporation organized on June 10, 1999 solely for the
purpose of effecting the merger of Indiana Energy, Inc.
(Indiana Energy) and SIGCORP, Inc. (SIGCORP) with and into
Vectren and carrying on the combined business of Indiana
Energy and SIGCORP. On March 31, 2000 the merger of Indiana
Energy with SIGCORP and into Vectren was completed. The merger
was a tax-free exchange of stock and is being accounted for
as a pooling of interests. Each outstanding common share,
no par value of Indiana Energy was converted into one share
of the common stock, no par value, of Vectren, and each
outstanding common share of SIGCORP was converted into 1.333
common shares of Vectren.
Indiana Energy was a public utility holding company with
subsidiaries and affiliates engaged in natural gas
distribution, gas portfolio administrative services and
marketing of natural gas, electric power and related
services. As a result of the merger, each of Indiana
Energy's 14 former subsidiaries is now a subsidiary of
Vectren.
SIGCORP was a public utility holding company with
subsidiaries engaged in the production, transmission and
distribution of electric energy, the distribution and sale
of natural gas and related services. As a result of the
merger, each of SIGCORP's 11 former subsidiaries is now a
subsidiary of Vectren.
Indiana Gas Company, Inc. (Indiana Gas) and Southern Indiana
Gas and Electric Company (SIGECO) are the primary subsidiaries
of Vectren. Both are operating public utilities. Indiana
Gas provides gas utility service in central and southern
Indiana. In 1999 Indiana Gas supplied gas to 500,000
residential, small commercial and contract (large commercial
and industrial) customers in 311 communities in 49 of 92
counties in the state of Indiana. SIGECO provides
generation, transmission, distribution and sale of electric
power and the distribution and sale of natural gas in
southwestern Indiana. In 1999 SIGECO supplied electric
power to approximately 125,000 customers in Evansville,
Indiana and 74 other cities, towns, communities and adjacent
rural areas. Wholesale electric power was supplied to five
communities. Gas was supplied to approximately 108,000
customers in Evansville, Indiana and 64 nearby communities
and their environs.
Item 7. Financial Statements and Exhibits
7(a) and 7(b). The financial statements and pro forma
financial information required by Items 7(a) and 7(b) have
been previously reported (as defined in Rule 12b-2 under the
Securities and Exchange Act of 1934).
Exhibit Description
Number
2.1 Agreement and Plan of Merger dated June 11, 1999,
among Indiana Energy, Inc., SIGCORP, Inc. and Vectren
Corporation (Incorporated by reference to Exhibit 2
to the Current Report on Form 8-K of Indiana Energy,
Inc. (Commission file number 1-09091) filed June 15,
1999).
4.1 Amended and Restated Articles of Incorporation of
Vectren Corporation effective March 31, 2000.
4.2 Amended and Restated Bylaws of Vectren effective
March 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
VECTREN CORPORATION
April 14, 2000
By: /s/ Ronald E. Christian
Ronald E. Christian
Senior Vice President,
General Counsel and Secretary
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VECTREN CORPORATION
ARTICLE 1
Name
The name of the Corporation is Vectren Corporation.
ARTICLE 2
Registered Office and Registered Agent
The street address of the Corporation=s registered office in
Indiana and the name of its registered agent at that office are
20 N. W. Fourth Street, Evansville, Indiana 47741-001 and Ronald
E. Christian, Esquire.
ARTICLE 3
Purpose
The Corporation is formed for the purpose of engaging in any
lawful business.
ARTICLE 4
Shares
Section 4.1. Amount. The Corporation has authority to
issue Five Hundred Million (500,000,000) shares of capital stock
("Stock").
Section 4.2. Preferred Stock. The Corporation has the
authority to issue up to Twenty Million (20,000,000) of the Five
Hundred Million (500,000,000) shares as a separate and single
class of shares known as Preferred Stock, which may be issued in
one or more series. The Board of Directors of the Corporation
("Board") is vested with authority to determine and state the
designations and the preferences, limitations, relative rights
and voting rights, if any, of each such series by the adoption
and filing in accordance with the Indiana Business Corporation
Law (the "Act"), before the issuance of any shares of such
series, of an amendment or amendments to these Amended and
Restated Articles of Incorporation ("Articles") determining the
terms of such series, which amendment need not be approved by the
shareholders or the holders of any class or series of shares
except as provided by law. All shares of Preferred Stock of the
same series shall be identical with each other in all respects
and the Board shall designate each series to distinguish it from
all other series of stock.
Section 4.3. Common Stock. Of the Five Hundred Million
(500,000,000) shares the Corporation has authority to issue, Four
Hundred Eighty Million (480,000,000) shares which constitute a
separate class of shares known as Common Stock, which shall have
no par value and may be issued in one or more series. The class
of Common Stock authorized hereby has unlimited voting rights and
is entitled to receive the net assets of the Corporation upon
dissolution. The holders of shares of Common Stock have the
right, voting separately by class, to cast one vote for each duly
authorized, issued and outstanding share of Common Stock held by
them upon each question or matter in respect of which, under the
Act, such holders are entitled to vote by class. Such holders
also have the right to cast one vote for each duly authorized,
issued and outstanding share of Common Stock held by them upon
each question or matter submitted generally to the holders of
shares of the Corporation in respect of which, under the Act,
voting by class or by series is not required.
Section 4.4. Distributions. The Board has authority to
authorize and direct in respect of the issued and outstanding
shares of Preferred Stock and Common Stock (i) the payment of
dividends and the making of other distributions by the
Corporation at such times, in such amounts and forms, from such
sources and upon such terms and conditions as it may, from time
to time with respect to each class of stock, determine subject
only to the restrictions, limitations, conditions and
requirements imposed by the Act, other applicable laws and these
Articles, as the same may, from time to time, be amended, and
(ii) the making by the Corporation of share dividends and share
splits, pro rata and without consideration, in shares of the same
class or series or in shares of any other class or series without
obtaining the affirmative vote or the written consent of the
holders of the shares of the class or series in which the payment
or distribution is to be made.
Section 4.5. Acquisition of Shares. The Board has
authority to authorize and direct the acquisition by the
Corporation of the issued and outstanding shares of Preferred
Stock and Common Stock at such times, in such amounts, from such
persons, for such considerations, from such sources and upon such
terms and conditions as it may, from time to time, determine,
subject only to the restrictions, limitations, conditions and
requirements imposed by the Act, other applicable laws and these
Articles, as the same may, from time to time, be amended.
Section 4.6. 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 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 5
Board of Directors
Section 5.1. Number. The number of directors of the
Corporation shall not be less than one (1) nor more than sixteen
(16), as may be specified in the initial Code of By-Laws of the
Corporation ("By-Laws") or by amendment to the By-Laws. The Code
of By-Laws may provide for a classified board of directors. The
number of initial directors of the Corporation shall be two (2).
Directors need not be shareholders of the Corporation. Subject
to express limitations contained in these Articles, (i) the
business and affairs of the corporation shall be managed under
the direction of the Board, and (ii) the Board shall have full,
exclusive and absolute power, control and authority over any and
all property of the Corporation. The Board may take any action
as in its sole judgment and discretion is necessary or
appropriate to conduct the business and affairs of the
Corporation without any action by shareholders of the
Corporation, on behalf of the Corporation.
Section 5.2. Vacancies. Except as may be expressly
provided by law, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies
in the Board resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled by a majority vote of the directors then in office.
Section 5.3. Removal. Subject to the rights, if any, of
holders of one or more classes or series of Preferred Stock to
elect one or more directors, any director, or the entire Board,
may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of at least 80% of
the voting power of all of the shares of the Corporation entitled
to vote generally in the election of directors, voting together
as a single class.
Section 5.4. Amendment, Repeal. Notwithstanding anything
contained in these Articles to the contrary, the affirmative vote
of the holders of at least 80% of the voting power of all of the
shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall
be required to alter, amend or repeal this Article 5.
ARTICLE 6
Meetings of the Shareholders
Section 6.1. Place of Meetings. All meetings of share
holders 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 6.2. Annual Meeting. The annual meeting of share
holders for the purpose of electing directors and transacting
such other business as may properly come before the meeting shall
be set each year by resolution of the Board. 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 6.3. Special Meetings. Special meetings of the
shareholders may be called by the Chief Executive Officer or by
the Board.
Section 6.4. Notice of Meetings and Waiver. A written or
printed notice, stating the place, day and hour of the meeting,
and 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 Chief Executive Officer 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 6.5. Voting at Meetings.
Clause (a). Voting Rights. Except as otherwise
provided by law or by the provisions of the Articles, every
holder of 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 Common Stock standing in his
name on the books of the Corporation.
Clause (b). Proxies. A shareholder may vote, either
in person or by proxy executed as provided by 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.
Clause (c). Quorum. At any meeting of shareholders,
a majority of the shares outstanding and entitled to vote on
the business to be transacted at such meeting, represented
in person or by proxy, shall constitute a quorum.
Section 6.6. 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 6.7. Participation in Meetings by Means of Con
ference 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 7
Indemnification
Section 7.1. 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 they have in such chapter of the Indiana Business
Corporation Law.
Section 7.2. 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 investiga
tive, 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 affirma
tion 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.
Section 7.3. 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 hereinabove 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.
Section 7.4. Nonexclusive Provision. The indemnification
authorized under this Article 7 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
Provisions for Certain Business Combinations
Section 8.1 Vote Required.
Clause (a). Higher Vote for Certain Business
Combinations. In addition to any affirmative vote required
by law or these Articles, and except as otherwise expressly
provided in Section 8.2 of this Article 8:
(1) Any merger or consolidation or any similar
transaction of the Corporation or any Subsidiary (as
hereinafter defined) with (A) any Interested
Shareholder (as hereinafter defined), or (B) any other
corporation (whether or not itself an Interested
Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder;
(2) Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a
series of transactions) to or with any Interested
Shareholder or any Affiliate of any Interested
Shareholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value of Ten
Million Dollars ($10,000,000) or more;
(3) The issuance or transfer by the Corporation
or any Subsidiary (in one transaction or a series of
transactions) of any securities of the Corporation or
any Subsidiary to any Interested Shareholder or any
Affiliate of any Interested Shareholder in exchange for
cash, securities or other property (or a combination
thereof) having an aggregate Fair Market Value of Ten
Million Dollars ($10,000,000) or more;
(4) The adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed
by or on behalf of an Interested Shareholder or any
Affiliate of any Interested Shareholder; or
(5) Any reclassification of securities (including
any reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise
involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any
class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Shareholder or any
Affiliate of any Interested Shareholder;
shall require the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding shares
of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that
for purposes of this Article 8, each share of the Voting
Stock shall have the number of votes granted to it pursuant
to Article 4 of these Articles). Such affirmative vote
shall be required, notwithstanding the fact that no vote may
be required, or that a lesser percentage may be specified,
by law or in any agreement with any national securities
exchange or otherwise.
Clause (b). Definition of "Business Combination."
The term "Business Combination" as used in this Article 8
shall mean any transaction which is referred to in any one
or more of paragraphs (1) through (5) of Clause (a) of this
Section 8.1.
Section 8.2. When Higher Vote is Not Required. The
provisions of Section 8.1 of this Article 8 shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as
is required by law and any other provision of these Articles, if
all of the conditions specified in either of the following
Clauses (a) and (b) are met:
Clause (a). Approval by Continuing Directors. The
Business Combination shall have been approved by a majority
of the Continuing Directors (as hereinafter defined).
Clause (b). Price and Procedure Requirements. All
of the following conditions shall have been met:
(1) The aggregate amount of the cash and the Fair
Market Value (as hereinafter defined) as of the date of
the consummation of the Business Combination of
consideration other than cash to be received per share
by holders of Common Stock in such Business Combination
shall be at least equal to the highest of the
following:
(A) The highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested
Shareholders for any shares of Common Stock
acquired by it (i) within the two-year period
immediately prior to the first public announcement
of the proposal of the Business Combination (the
"Announcement Date") or (ii) in the transaction in
which it became an Interested Shareholder,
whichever is higher;
(B) The Fair Market Value Per Share of
Common Stock on the Announcement Date or on the
date on which the Interested Shareholder became an
Interested Shareholder (such latter date is
referred to in this Article 7 as the
"Determination Date"), whichever is higher; and
(C) The price per share equal to the Fair
Market Value per share of Common Stock determined
pursuant to Clause (b)(1)(B) above, multiplied by
the ratio of (i) the highest per share price
(including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the
Interested Shareholder for any shares of Common
Stock acquired by it within the two-year period
immediately prior to the Announcement Date to (ii)
the Fair Market Value per share of Common Stock on
the first day in such two-year period upon which
the Interested Shareholder acquired any shares of
Common Stock.
(2) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination of consideration other than cash
to be received per share by holders of shares of any
other class or series of outstanding Voting Stock shall
be at least equal to the highest of the following (it
being intended that the requirements of this Clause
(b)(2) shall be required to be met with respect to
every class of outstanding Voting Stock whether or not
the Interested Shareholder has previously acquired any
Shares of a particular class of Voting Stock):
(A) The highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested
Shareholder for any shares of such class of Voting
Stock acquired by it (i) within the two-year
period immediately prior to the Announcement Date
or (ii) in the transaction in which it became an
Interested Shareholder, whichever is higher;
(B) The highest preferential amount per
share to which the holders of shares of such class
of Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;
(C) The Fair Market Value per share of such
class of Voting Stock on the Announcement Date or
on the Determination Date, whichever is higher;
and
(D) The price per share equal to the Fair
Market Value per share of such class of Voting
Stock determined pursuant to Clause (b)(2)(C)
above, multiplied by the ratio of (i) the highest
per share price (including any brokerage
commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Shareholder
for any shares of such class of Voting Stock
acquired by it within the two-year period
immediately prior to the Announcement Date or (ii)
the Fair Market Value per share of such class of
Voting Stock on the first day in such two-year
period upon which the Interested Shareholder
acquired any shares of such class of Voting Stock;
(3) The consideration to be received by holders
of a particular class of outstanding Voting Stock
(including Common Stock) shall be in cash or in the
same form as the Interested Shareholder has previously
paid for shares of such class of Voting Stock. If the
Interested Shareholder has paid for shares of any class
of Voting Stock with varying forms of consideration,
the form of consideration for such class of Voting
Stock shall be either cash or the form used to acquire
the largest number of shares of such class of Voting
Stock previously acquired by it.
(4) After such Interested Shareholder has become
an Interested Shareholder and prior to the consummation
of such Business Combination:
(A) except as approved by a majority of the
Continuing Directors, there shall have been no
failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or
not cumulative) on any outstanding Preferred
Stock;
(B) there shall have been (i) no reduction
in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any
subdivision of the Common Stock), except as
approved by a majority of the Continuing
Directors, and (ii) an increase in such annual
rate of dividends as necessary to reflect any
reclassification (including any reverse stock
split), recapitalization, reorganization or any
similar transaction which has the effect of
reducing the number of outstanding shares of the
Common Stock, unless the failure so to increase
such annual rate is approved by a majority of the
Continuing Directors; and
(C) such Interested Shareholder shall have
not become the beneficial owner of any additional
shares of Voting Stock except as part of the
transaction which results in such Interested
Shareholder becoming an Interested Shareholder.
(5) After such Interested Shareholder has become
an Interested Shareholder, such Interested Shareholder
shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder),
of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax
advantages provided by the Corporation, whether in
anticipation of or in connection with such Business
Combination or otherwise.
(6) A proxy or information statement describing
the proposed Business Combination and complying with
the requirements of the Securities Exchange Act of 1934
and the rules and regulations thereunder (or any
subsequent provisions replacing such act, rules or
regulations) shall be mailed to shareholders of the
Corporation at least 30 days prior to the consummation
of such Business Combination (whether or not such proxy
or information statement is required to be mailed
pursuant to such act or subsequent provisions).
Section 8.3. Certain Definitions. For the purposes of
this Article 8:
Clause (a). A "person" shall include any individual,
firm, corporation or other entity. When two or more persons
act as a partnership, limited partnership, syndicate, or
other group for the purpose of acquiring voting stock of the
Company, such partnership, syndicate or group shall be
deemed a "person."
Clause (b). "Interested Shareholder" shall mean any
person (other than the Corporation or any Subsidiary) who or
which:
(1) is the beneficial owner, directly or
indirectly, of more than 10% of the voting power of the
outstanding Voting Stock;
(2) is an Affiliate of the Corporation and at any
time within the two-year period immediately prior to
the date in question was the beneficial owner, directly
or indirectly, of 10% or more of the voting power of
the then outstanding Voting Stock; or
(3) Is an assignee of or has otherwise succeeded
to any shares of Voting Stock which were at any time
within the two-year period immediately prior to the
date in question beneficially owned by any Interested
Shareholder, if such assignment or succession shall
have occurred in the course of a transaction or series
of transactions not involving a public offering within
the meaning of the Securities Act of 1933.
Clause (c). A person shall be a "beneficial owner"
of any Voting Stock:
(1) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly;
(2) which such person or any of its Affiliates or
Associates has (A) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise, or (B) the right to vote
pursuant to any agreement, arrangement or
understanding; or
(3) which are beneficially owned, directly or
indirectly, by any other person with which such person
or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any
shares of Voting Stock.
Clause (d). For the purpose of determining whether a
person is an Interested Shareholder pursuant to Clause (b)
of this Section 8.3, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned
through application of Clause (c) of this Section 8.3, but
shall not include any other shares of Voting Stock which may
be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
Clause (e). "Affiliate" or "Associate" shall have
the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
Clause (f). "Subsidiary" means any corporation of
which a majority of any class of equity security is owned,
directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of
Interested Shareholders set forth in Clause (b) of this
Section 8.3, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the
Corporation.
Clause (g). "Continuing Director" means any member
of the Board of the Corporation who is unaffiliated with the
Interested Shareholder and was a member of the Board prior
to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Continuing
Director who is unaffiliated with the Interested Shareholder
and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the Board.
Clause (h). "Fair Market Value" means:
(1) In the case of stock, the highest closing
sale price during the 30-day period immediately
preceding the date in question of a share of such stock
on the Composite Tape for New York Stock Exchange
listed stock, or if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the
principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which such
stock is listed, or, if such stock is not listed on any
such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day
period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quota
tions System or any system then in use, or if no such
quotation of a share of such stock as determined by the
Board in good faith; and
(2) In the case of property other than cash or
stock, the fair market value of such property on the
date in question as determined by the Board in good
faith.
Clause (i). In the event of any Business Combination
in which the Corporation survives, the phrase "other
consideration to be received" as used in Clauses (b)(1) and
(2) of Section 8.2 of this Article 8 shall include the
shares of Common Stock and/or the shares of any other class
of outstanding Voting Stock by the holders of such shares.
Section 8.4. Powers of the Board. A majority of the
directors of the Corporation shall have the power and duty to
determine for the purposes of this Article 8, on the basis of
information known to them after reasonable inquiry, (a) whether a
person is an Interested Shareholder, (b) the number of shares of
Voting Stock beneficially owned by any person, (c) whether a
person is an Affiliate or Associate of another and (d) whether
the assets which are the subject of any Business Combination
have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in
any Business Combination has, an aggregate Fair Market Value of
Ten Million Dollars ($10,000,000) or more.
Section 8.5. No Effect on Fiduciary Obligations of
Interested Shareholders. Nothing contained in this Article 8
shall be construed to relieve any Interested Shareholder from any
fiduciary obligation imposed by law.
Section 8.6. Amendment, Repeal, etc. Notwithstanding any
other provisions of these Articles or the By-Laws of the
Corporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles or the By-Laws
of the Corporation), the affirmative vote of the holders of 80%
or more of the voting power of the shares of the then outstanding
Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt provisions inconsistent
with, this Article 8 of these Articles.
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.
