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 ss.
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 Corporation. 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 endorsements 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 Board shall consist of sixteen (16) members, who shall be divided
into three (3) classes as provided below and shall serve until the respective
shareholder's meetings at which such classes of 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 Corporation. 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 shareholders 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 interested, or between the Corporation and any corporation or
association of which one or more of its directors are shareholders, members,
directors, officers, or employees, or in which they are interested, shall be
valid for all purposes, notwithstanding 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.
CODEss.ss.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. CODEss.ss.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.
