ARTICLES OF INCORPORATION
OF
VECTREN UTILITY HOLDINGS, INC.
The undersigned Incorporator, desiring to form a corporation (hereinafter
referred to as the "Corporation") pursuant to the provisions of the Indiana
Business Corporation Law, as the same may, from time to time, be amended
(hereinafter referred to as the "Act"), executes the following Articles of
Incorporation.
ARTICLE 1
IDENTIFICATION
SECTION 1.01. Name of Corporation. The name of the Corporation is Vectren
Utility Holdings, Inc.
ARTICLE 2
PURPOSES AND POWERS
SECTION 2.01. Purposes. The purposes for which the Corporation is formed
are the transaction of any or all lawful business for which corporations may be
incorporated under the "Act".
SECTION 2.02. Powers. The Corporation, subject to any limitations or
restrictions imposed by the Act, other law or these Articles of Incorporation
(these "Articles"), shall have the following general rights, privileges and
powers:
CLAUSE (a). Personal Property. To acquire (by purchase, grant,
exchange, lease, hire or otherwise), hold, own, use, lease, mortgage,
pledge, give as security, sell, convey, exchange or otherwise deal in and
dispose of, either alone or in conjunction with others, personal property,
tangible or intangible, and commodities of every kind, character and
description whatsoever and any interests therein.
CLAUSE (b). Real Estate. To acquire (by purchase, grant, exchange,
lease hire or otherwise), hold, own, use, lease, mortgage, sell, convey,
exchange or otherwise deal in and dispose of, either alone or in
conjunction with others, real estate of every kind, character and
description whatsoever and any interests therein, and any improvements
thereon or appurtenances thereto.
CLAUSE (c). Operating Rights. To acquire (by application, grant,
purchase, exchange, lease or otherwise) permits, concessions, grants,
franchises, indeterminate permits, licenses, rights and privileges of every
kind and nature; to hold, own, use, develop, operate under, lease,
mortgage, pledge, sell, convey, exchange or otherwise deal with and dispose
of the same to the extent permitted by law.
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CLAUSE (d). Patents and Similar Rights. To acquire (by application,
purchase, exchange, lease, hire or otherwise), hold, own, use, lease,
mortgage, pledge, sell, convey, exchange, and grant licenses or sublicenses
in respect of, or otherwise deal with and dispose of, letters patent of the
United States of America or any foreign country, patent rights, licenses,
privileges, inventions, discoveries, improvements, processes, formulae,
copyrights, trademarks, trade names and intellectual property of any kind
or character.
CLAUSE (e). Acquisition of Assets, Properties, Business, and Goodwill.
To acquire (by purchase, exchange, lease, hire or otherwise) all or any
part of the assets, properties, business or goodwill of any corporation,
unincorporated association, business trust, estate, partnership, trust,
joint venture, individual or other legal entity (collectively, "Legal
Entities," and individually, a "Legal Entity"); to pay for the same in
cash, shares or obligations of the Corporation or otherwise; to assume in
connection therewith any liabilities of any such transferor; and to hold,
own, use, develop, operate and in any manner dispose of the whole, or any
part of the assets, properties, business or goodwill so acquired.
CLAUSE (f). Securities. To purchase, take, receive, subscribe for or
otherwise acquire, guarantee, own, hold, vote, use, employ, sell, mortgage,
lend, pledge or otherwise deal in and dispose of shares or other interests
in, or obligations of, any one or more Legal Entities, including direct or
indirect obligations or other securities of the United States of America or
of any other government, State, territory, governmental district or
municipality or of any agency or instrumentality thereof.
CLAUSE (g). Arrangements with Others. To enter into any lawful
arrangement for sharing profits, union of interest, joint venture,
reciprocal association, or cooperative association or partnership with any
one or more Legal Entities.
CLAUSE (h). Agency. To act as agent of or representative for any one
or more Legal Entities.
CLAUSE (i). To Raise Funds. To borrow or raise monies from time to
time, without limit as to amount; to issue, execute, accept, endorse and
deliver, as evidence of such borrowing, all kinds of securities, including,
without limitation, promissory notes, drafts, bills of exchange, bonds,
debentures and other negotiable or non-negotiable instruments and evidences
of indebtedness; and to secure the payment and performance of the
obligations thereunder, by mortgage on, pledge of, or other security
interest in the whole or any part of the assets, properties, business or
goodwill of the Corporation, whether owned at the time or thereafter
acquired.
CLAUSE (j). To Loan Funds. To lend money to any one or more Legal
Entities, including employees of the Corporation or its affiliates; to take
and hold any property as security for the payment of funds so loaned; but
to make no loan of money or property to, and no guarantee of any obligation
of, any of the Directors of the Corporation (collectively, the "Directors",
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and individually, a "Director"), except in the manner and upon the terms
provided by the Act.
CLAUSE (k). Contracts. To enter into, perform, modify, terminate and
rescind contracts and other agreements.
CLAUSE (l). Guarantees. To make any guarantee respecting the shares,
dividends, securities, indebtedness, interest, contracts or other
obligations created by any one or more Legal Entities.
CLAUSE (m). Dealing in Its Own Shares. To purchase, take, receive or
otherwise acquire, hold, own, use, pledge, cancel, sell, transfer or
otherwise dispose of shares of the Corporation (collectively "Shares," and
individually, a "Share") to the extent permitted by the Act and these
Articles, as the same may, from time to time, be amended.
CLAUSE (n). Contributions. To make payments or donations for the
public welfare or for charitable, scientific, or educational purposes.
CLAUSE (o). Capacity to Act. To have the capacity to act possessed by
natural persons, but to have authority to perform only such acts as are
necessary or convenient to carry out its business and affairs.
CLAUSE (p). Officers, Agents, and Employees. To elect Officers of the
Corporation (collectively, "Officers," and individually, an "Officer"), to
appoint agents and to hire employees of the Corporation; to define their
duties, to determine their compensation; and to pay pensions and establish
and administer pension plans, pension trusts, profit sharing plans, stock
bonus plans, stock option plans, welfare plans, qualified and non-qualified
retirement plans, and benefit or incentive plans for any or all of its
current or former Directors, Officers and employees.
CLAUSE (q). Indemnification. To indemnify persons to the extent, upon
the terms and in the manner permitted by the Act, and as provided in
Section 8.08 hereof.
CLAUSE (r). Statutory Powers. To have and exercise all the general
rights, privileges and powers set forth in the Act.
CLAUSE (s). Ancillary Powers. To do all acts and things that are
necessary or convenient to carry out its business and affairs.
SECTION 2.03. Construction of Powers as Purposes. The powers enumerated in
Section 2.02 shall be construed as purposes as well as powers, and the matters
expressed in each Clause thereof shall be in no way limited by reference to, or
inference from, the terms of any other Clause, each of such Clauses being
regarded as creating independent powers and purposes. Enumeration of specific
additional powers in the Clauses of Section 2.02 shall not be construed as
limiting or restricting in any manner, either the meaning of general terms used
in this Article 2 or the scope of powers of the Corporation created thereby; nor
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shall the expression of one thing be deemed to exclude another not expressed
although it be of like nature.
SECTION 2.04. Carrying Out of Purposes and Exercise of Powers in Any
Jurisdiction. The Corporation may carry out its purposes and exercise its powers
in any State, territory, district or possession of the United States of America,
or in any foreign country (collectively, "Governmental Jurisdictions," or
individually, a "Governmental Jurisdiction"), to the extent that such purposes
and powers are not forbidden by the respective laws of such Governmental
Jurisdictions; and, in the case of any Governmental Jurisdiction in which one or
more of such purposes or powers are forbidden by law, to limit, in any
application to do business in such Governmental Jurisdiction, the purpose or
purposes that the Corporation proposes to carry on or the powers it proposes to
exercise in such Governmental Jurisdiction to such purpose or purposes or powers
as are not forbidden by the law thereof.
ARTICLE 3
REGISTERED OFFICE AND REGISTERED AGENT
SECTION 3.01. Identification of Registered Office. The street address of
the registered office of the Corporation is:
20-24 N.W. Fourth Street
Evansville, Indiana 47741
SECTION 3.02. Identification of Registered Agent. The name and business
office of the registered agent of the Corporation are:
Ronald E. Christian
20-24 N.W. Fourth Street
Evansville, Indiana 47741
ARTICLE 4
PROVISIONS REGARDING SHARES OF THE CORPORATION
SECTION 4.01. Amount and Par Value. The Corporation shall have authority to
issue a total of one thousand (1,000) shares without par value.
SECTION 4.02. Designation of Classes and Relative Rights of Shares. All
shares of the Corporation shall be of one class and shall be known as shares of
Common Stock. All shares of Common Stock shall have the same relative rights,
preferences, limitations, and restrictions.
SECTION 4.03. Issue and Consideration for Common Stock. Shares of Common
Stock may be issued by the Corporation for such an amount of consideration as
may be fixed from time to time by the Board of Directors and may be paid, in
whole or in part, in money, in other property, tangible or intangible, or in
labor actually performed for or service actually rendered to the Corporation.
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SECTION 4.04. Dividends. The Board of Directors shall have the power to
declare and pay dividends on the outstanding shares of Common Stock out of the
unreserved and unrestricted earned and/or capital surplus available therefor and
payable in cash, in property or in shares of the Corporation, but no dividend
shall be paid (i) out of surplus due to or arising from unrealized appreciation
in value, or from a revaluation of assets; (ii) if the Corporation is, or is
thereby rendered, insolvent; or (iii) if the stated capital of the Corporation
is thereby impaired.
SECTION 4.05. Redemption. The Corporation shall have the power to acquire,
hold and dispose of (but not to vote) its own shares to the extent permitted by
the Act, but purchases of its own shares, whether direct or indirect, shall be
made only to the extent of unreserved and unrestricted earned and/or capital
surplus available therefor provided that no purchase of or payment for its own
shares shall be made at a time when the Corporation is insolvent or when such
purchase or payment would make it insolvent.
SECTION 4.06. Liquidation, Etc. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation, the
holders of the shares of Common Stock shall be entitled, after due payment or
provision for payment of the debts and other liabilities of the Corporation, to
share ratably in the remaining net assets of the Corporation.
SECTION 4.07. No Preemptive Rights. Shareholders shall have no preemptive
rights to subscribe to or purchase any shares of Common Stock or other
securities of the Corporation.
SECTION 4.08. 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 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 on the
part of any other person, whether or not the Corporation shall have notice
thereof.
ARTICLE 5
VOTING RIGHTS OF SHARES OF THE CORPORATION
SECTION 5.01. Holders of Common Stock. Every holder of shares of Common
Stock of the Corporation shall have the right, at every Shareholders' meeting,
to one vote for each share of Common Stock standing in his name on the books of
the Corporation, except as otherwise provided in the Act.
ARTICLE 6
CAPITAL
SECTION 6.01. Amount. The Corporation shall not transact any business or
incur any indebtedness, except such business or indebtedness as shall be
incidental to its organization or to obtaining subscriptions to or payment for
the shares of the Corporation, until consideration of the value of at least One
Thousand Dollars ($1,000) has been received for the issuance of shares and
allocated to the stated capital of the Corporation.
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ARTICLE 7
DIRECTORS
SECTION 7.01. Number and Qualification. The initial Board of Directors
shall consist of five (5) Directors. The number of Directors of the Corporation
shall be specified, from time to time, by the Code of By-Laws ("By-Laws") of the
Corporation or by amendment to the Code of By-Laws of the Corporation adopted by
a majority vote of the Directors then in office. If and whenever the Code of
By-Laws of the Corporation does not contain a provision specifying the number of
Directors, the number shall be not less than one (1) nor more than eight (8).
Each Director shall hold office until his successor is qualified and elected.
Directors need not be Shareholders of the Corporation.
SECTION 7.02. Initial Board of Directors. The names and post office
addresses of the initial Directors of the Corporation are as follows:
Name Post Office Address
Jerome A. Benkert, Jr. 20-24 N.W. Fourth Street
Evansville, Indiana 47741
Ronald E. Christian 20-24 N.W. Fourth Street
Evansville, Indiana 47741
Niel C. Ellerbrook 20-24 N.W. Fourth Street
Evansville, Indiana 47741
Andrew E. Goebel 20-24 N.W. Fourth Street
Evansville, Indiana 47741
J. Gordon Hurst 20-24 N.W. Fourth Street
Evansville, Indiana 47741
SECTION 7.03. 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 of Directors 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, and
Directors so chosen shall hold office for a term expiring at the Annual Meeting
of Shareholders.
SECTION 7.04. Removal. Any Director, or the entire Board of Directors, 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 percent of the voting power of
all of the shares of the Corporation entitled to vote generally in the election
of Directors.
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SECTION 7.05. Amendment, Repeal. Notwithstanding anything contained in
these Articles to the contrary, the affirmative vote of the holders of at least
80 percent of the voting power of all of the shares of the Corporation entitled
to vote generally in the election of Directors shall be required to alter, amend
or repeal this Article 7.
ARTICLE 8
PROVISIONS FOR REGULATION OF BUSINESS AND
CONDUCT OF AFFAIRS OF CORPORATION
SECTION 8.01. Action by Shareholders. Meetings of the Shareholders shall be
held at such place, within or without the State of Indiana, as may be specified
in or fixed in accordance with the By-Laws or in the respective notices, or
waivers of notice, thereof. Any action required or permitted to be taken at any
meeting of the Shareholders may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by all the Shareholders
entitled to vote with respect thereto, and such written consent is filed with
the minutes of the proceedings of the Shareholders.
SECTION 8.02. Action by Directors. Meetings of the Board or any committees
thereof (collectively, "Committees," and individually, a "Committee") shall be
held at such place, within or without the State of Indiana, as may be specified
in or fixed in accordance with the By-Laws or in the respective notices, or
waivers of notice, thereof and shall be conducted in such manner as may be
specified in the By-Laws or permitted by the Act. Any action required or
permitted to be taken at any meeting of the Board or a Committee may be taken
without a meeting if a consent in writing setting forth the action so taken is
signed by all members of the Board or such Committee, and such written consent
is filed with the minutes of the proceedings of the Board or such Committee.
SECTION 8.03. Code of By-Laws. The Board shall have the power, without the
assent or vote of the Shareholders, to make, alter, amend or repeal the By-Laws
by the affirmative vote of a number of Directors equal to a majority of the
number who would constitute a full Board at the time of such action. If the
Shareholders are or become entitled by law to alter, amend or repeal the
By-Laws, notwithstanding anything contained in these Articles or the By-Laws to
the contrary, the affirmative vote of the holders of at least 80 percent of the
voting power of all of the Shares entitled to vote generally in the election of
Directors shall be required to alter, amend or repeal the By-Laws.
SECTION 8.04. Board Committees. Unless the By-Laws otherwise provide, the
Board may, by resolution adopted by a majority of the actual number of Directors
elected and qualified, from time to time, designate from among its members one
or more Committees, each of which shall, to the extent provided in the
resolution or By-Laws and not prohibited by the Act and other applicable laws,
have and exercise all of the authority of the Board in the management of the
Corporation.
SECTION 8.05. Place of Keeping of Corporate Records. The Corporation shall
keep at its registered office a copy of: (1) these Articles, and all amendments
thereto currently in effect; (2) the By-Laws, and all amendments thereto
currently in effect; (3) minutes of all meetings of the Shareholders and records
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of all actions taken by the Shareholders without a meeting (collectively,
"Shareholders Minutes") for the prior three years; (4) all written
communications by the Corporation to the Shareholders including the financial
statements furnished by the Corporation to the Shareholders for the prior three
years; (5) a list of names and business addresses of the current Directors and
the current Officers; and (6) the most recent Annual Report of the Corporation
as filed with the Secretary of State of Indiana. The Corporation shall also keep
and maintain at its registered office, or at such other place or places within
or without the State of Indiana as may be provided, from time to time, in the
By-Laws: (1) minutes of all meetings of the Board and of each Committee, and
records of all actions taken by the Board and by each Committee without a
meeting; (2) appropriate accounting records of the Corporation; (3) a record of
the Shareholders in a form that permits preparation of a list of the names and
addresses of all the Shareholders, in alphabetical order, stating the number of
Shares held by each Shareholder; and (4) Shareholders Minutes for periods
preceding the prior three years. All of the records of the Corporation described
in this Section (collectively, the "Corporate Records") shall be maintained in
written form or in another form capable of conversion into written form within a
reasonable time.
SECTION 8.06. Provisions for Working Capital. The Board shall have the
power, from time to time, to fix and determine and to vary the amount to be
reserved as working capital of the Corporation and, before the payment of any
dividends, it may set aside out of the net profits of the Corporation such sum
or sums as it may from time to time in its absolute discretion determine to be
proper, whether as a reserve fund to meet contingencies or for the equalizing of
dividends, or for repairing or maintaining any property of the Corporation, or
for any corporate purposes that the Board shall think conducive to the best
interest of the Corporation, subject only to such limitations as the By-Laws may
from time to time impose.
SECTION 8.07. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and (i) any Director, or (ii) any Legal
Entity (A) in which any Director has a material financial interest or is a
general partner, or (B) of which any Director is a director, officer or trustee
(collectively, a "Conflict Transaction"), shall be valid for all purposes, if
the material facts of the Conflict Transaction and the Director's interest were
disclosed or known to the Board, a Committee with authority to act thereon, or
the Shareholders entitled to vote thereon, and the Board, such Committee or such
Shareholders authorized, approved or ratified the Conflict Transaction. A
Conflict Transaction is authorized, approved, or ratified:
(1) By the Board or such Committee, if it receives the affirmative
vote of a majority of the Directors who have no interest in the Conflict
Transaction, notwithstanding the fact that such majority may not constitute
a quorum or a majority of the Board or such Committee or a majority of the
Directors present at the meeting, and notwithstanding the presence or vote
of any Director who does have such an interest; provided, however, that no
Conflict Transaction may be authorized, approved or ratified by a single
Director; and
(2) By such Shareholders, if it receives the vote of a majority of the
Shares entitled to be counted, in which vote Shares owned or voted under
the control of any Director who, or of any Legal Entity that, has an
interest in the Conflict Transaction may be counted.
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This Section shall not be construed to require authorization, ratification or
approval by the Shareholders of any Conflict Transaction, or to invalidate any
Conflict Transaction that would otherwise be valid under the common and
statutory law applicable thereto.
SECTION 8.08. Limitation of Liability and Indemnification of Directors,
Officers and Others.
CLAUSE (a). Limitation of Liability. The following provisions apply
with respect to liability on the part of a Director, a member of any
Committee or of another committee appointed by the Board (an "Appointed
Committee"), Officer, employee or agent of the Corporation (collectively,
"Corporate Persons," and individually, a "Corporate Person") for any loss
or damage suffered on account of any action taken or omitted to be taken by
a Corporate Person:
(i) General Limitation. No Corporate Person shall be liable for
any loss or damage if, in taking or omitting to take any action
causing such loss or damage, either (1) such Corporate Person acted
(A) in good faith, (B) with the care an ordinary prudent person in a
like position would have exercised under similar circumstances, and
(C) in a manner such Corporate Person reasonably believed was in the
best interests of the Corporation, or (2) such Corporate Person's
breach of or failure to act in accordance with the standards of
conduct set forth in Clause (a)(i)(1) above (the "Standards of
Conduct") did not constitute willful misconduct or recklessness.
(ii) Reliance on Corporate Records and Other Information. Any
Corporate Person shall be fully protected, and shall be deemed to have
complied with the Standards of Conduct, in relying in good faith, with
respect to any information contained therein, upon (1) the Corporate
Records, or (2) information, opinions, reports or statements
(including financial statements and other financial data) prepared or
presented by (A) one or more other Corporate Persons whom such
Corporate Person reasonably believes to be competent in the matters
presented, (B) legal counsel, public accountants or other persons as
to matters that such Corporate Person reasonably believes are within
such person's professional or expert competence, (C) a Committee or an
Appointed Committee, of which such Corporate Person is not a member,
if such Corporate Person reasonably believes such Committee or
Appointed Committee merits confidence, or (D) the Board, if such
Corporate Person is not a Director and reasonably believes that the
Board merits confidence.
CLAUSE (b). Indemnification of Corporate Persons and Related Matters. The
following provisions apply to the indemnification by the Corporation of
Corporate Persons and matters related thereto:
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(i) Indemnification Standards. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative or investigative, formal or
informal (an "Action"), by reason of the fact that he is or was a
Corporate Person of the Corporation or is or was serving at the
request of the Corporation as a Corporate Person, partner, trustee or
member or in another authorized capacity (collectively, an "Authorized
Capacity") of or for another Legal Entity, whether or not organized or
formed for profit (collectively, "Another Entity"), against expenses
(including attorneys' fees) ("Expenses") and judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such Action, if such person (1) acted in
good faith, (2) acted in a manner he reasonably believed (A) with
respect to actions as a Corporate Person of the Corporation, to be in
the best interests of the Corporation, or (B) with respect to actions
in an Authorized Capacity of or for Another Entity, was not opposed to
the best interests of the Corporation, and (3) with respect to any
criminal action, either (A) had reasonable cause to believe his
conduct was lawful, or (B) had no reasonable cause to believe his
conduct was unlawful. The termination of any Action by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, be determinative that the person
did not meet the standards for indemnification set forth in this
Clause (b)(i) (the "Indemnification Standards").
(ii) Indemnification in Successfully Defended Actions. To the
extent that a person who is or was a Corporate Person of the
Corporation, or is or was serving at the request of the Corporation in
an Authorized Capacity of or for Another Entity, has been successful
on the merits or otherwise in the defense of any Action referred to in
Clause (b)(i) above, or in the defense of any claim, issue or matter
in any such Action, the Corporation shall indemnify him against
Expenses actually and reasonably incurred by him in connection
therewith.
(iii) Indemnification Procedure. Unless ordered by a court, any
indemnification of any person under Clause (b)(i) above shall be made
by the Corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the
circumstances because he met the Indemnification Standards. Such
determination shall be made (1) by the Board, by a majority vote of a
quorum consisting of Directors who are not at the time parties to the
Action involved ("Parties"); or (2) if a quorum cannot be obtained
under Subparagraph (1), by a majority vote of a Committee duly
designated by the Board (in which designation Directors who are
Parties may participate), consisting solely of two or more Directors
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who are not at the time Parties; or (3) by written opinion of
independent legal counsel (A) selected by the Board or Committee in
the manner prescribed in Subparagraphs (1) or (2), respectively, or
(B) if a quorum cannot be obtained and a Committee cannot be
designated under Subparagraphs (1) and (2), respectively, selected by
a majority of the full Board, in which selection Directors who are
Parties may participate; or (4) by the Shareholders who are not at the
time Parties.
(iv) Advances for Expenses. Expenses reasonably incurred in
defending an Action by any person who may be entitled to
indemnification under Clause (b)(1) above may be paid by the
Corporation in advance of the final disposition of such Action if (1)
such person furnishes the Corporation with (A) a written affirmation
of his good faith belief that he has met, and (B) a written
undertaking, executed personally or on his behalf, to repay the
advance (an "Undertaking") if it is ultimately determined that he did
not meet, the Indemnification Standards; and (2) a determination is
made, under the procedure set forth in Clause (b)(iii) above, that the
facts then known to those making the determination would not preclude
indemnification under Clause (b)(i) above. An Undertaking must be an
unlimited general obligation of the person making it, but need not be
secured and may be accepted by the Corporation without reference to
such person's financial ability to make repayment.
(v) Rights Not Exclusive. The indemnification provided in these
Articles (1) shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under (A) any
law, (B) the By-Laws, (C) any resolution of the Board or of the
Shareholders, (D) any other authorization, whenever adopted, after
notice, by a majority vote of all Shares entitled to vote, or (E) the
articles of incorporation, code of by-laws or other governing
documents, or any resolution of or other authorization by the
directors, shareholders, partners, trustees, members, owners or
governing body, of Another Entity; (2) shall inure to the benefit of
the heirs, executors and administrators of such person; and (3) shall
continue as to any such person who has ceased to be a Corporate Person
of the Corporation or to be serving in an Authorized Capacity for
Another Entity.
(vi) Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Corporate
Person of the Corporation, or is or was serving at the request of the
Corporation in an Authorized Capacity of or for Another Entity,
against any liability asserted against and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of this Clause (b).
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(vii) Definition of Corporation. For the purposes of this Clause
(b), references to "the Corporation" include any constituent
corporation absorbed in a consolidation or merger (a "Constituent") as
well as the resulting or surviving corporation (the "Survivor"), such
that any person who is or was a Corporate Person of such a
Constituent, or is or was serving at the request of such Constituent
in an Authorized Capacity of or for Another Entity, shall stand in the
same position under the provisions of this Clause (b) with respect to
the Survivor as he would if he had served the Survivor, or at its
request, in the same capacity.
SECTION 8.09. Compensation of Directors. The Board is hereby specifically
authorized, in and by the By-Laws, or by resolution duly adopted by the Board,
to make provisions for reasonable compensation to its members for their services
as Directors, and to fix the basis and conditions upon which such compensation
shall be paid. Any Director may also serve the Corporation in any other capacity
and receive compensation therefor in any form.
SECTION 8.10. Direction of Purposes and Exercise of Powers by Directors.
The Board, subject to any specific limitations or restrictions imposed by the
Act or these Articles, shall direct the carrying out of the purposes and
exercise the powers of the Corporation, without previous authorization or
subsequent approval by the Shareholders.
SECTION 8.11. Amendments of Articles of Incorporation. Except as otherwise
expressly provided in Article 7, the Corporation reserves the right to increase
or decrease the number of its authorized shares, and to amend, alter, change or
repeal any provision contained in these Articles, or in any amendment hereto, or
to add any provision to these Articles or to any amendment hereto, in any manner
now or hereafter prescribed or permitted by the Act or by any other applicable
laws; and all rights conferred upon the Shareholders in these Articles or any
amendment hereto are granted subject to this reservation. No Shareholder has a
vested property right resulting from any provision in these Articles, or
authorized to be in the By-Laws by the Act or these Articles, including, without
limitation, provisions relating to management, control, capital structure,
dividend entitlement, or purpose or duration of the Corporation.
ARTICLE 9
INCORPORATORS
SECTION 9.01. Identification of Incorporator. The name and post office
address of the Incorporator of the Corporation is as follows:
12
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Name Post Office Address
Ronald E. Christian 20-24 N.W. Fourth Street
Evansville, Indiana 47741
IN WITNESS WHEREOF, the undersigned, being the Incorporator designated in
Article 9, executes these Articles of Incorporation and verifies and affirms,
subject to penalties for perjury, that the facts herein stated are true,
effective as of 8:00 p.m. (E.S.T.) this 31st day of March, 2000.
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Ronald E. Christian
