SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 20, 1997
(Date of earliest event reported)
CHICAGO RIVET & MACHINE CO.
(Exact Name of Registrant as Specified in its Charter)
Illinois 0-1227 36-0904920
(State or Other (Commission File (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
901 Frontenac Road, Naperville, IL 60563
(Address of Principal Offices, including zip code)
(630) 357-8500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On January 20, 1997 the Board of Directors of
Chicago Rivet & Machine Co. (the "Corporation") approved
amendments to the Corporation's existing By-Laws. The
amendments to the By-Laws are summarized below.
Article II of the By-Laws was amended to add
Section 15(a), which provides that persons may be
nominated to stand for election as a director of the
Corporation only (i) by or at the direction of the Board
of Directors of the Corporation or (ii) by any
shareholder of the Corporation (A) who is a shareholder
of record on the date notice to the Corporation of the
person to be nominated to stand for election as a
director was given by such shareholder (as provided in
clause (B) below) and on the record date for the
determination of shareholders entitled to vote at the
annual meeting and (B) who submits to the Corporation
notice of the person to be nominated to stand for
election as a director, in proper written form as
provided in the amended By-Laws, not less than ninety
(90) days nor more than one hundred twenty (120) days
prior to the anniversary date of the immediately
preceding annual meeting or, if the annual meeting is
called for a date that is not within thirty (30) days
before or after such anniversary date, not later than the
close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was
mailed or public announcement of the date of the annual
meeting was made, whichever first occurs. Such notice
must be accompanied by a written consent of each proposed
nominee to be named as a nominee and to serve as a
director if elected. Notwithstanding anything in clause
(B) (above) to the contrary, if the number of directors
to be elected to the Board of Directors of the
Corporation is increased and there is no public
announcement by the Corporation naming all of the
nominees for director or specifying the size of the
increased Board of Directors at least one hundred (100)
days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by
the By-Laws shall also be considered timely, but only
with respect to nominees for any new positions created by
such increase, if it is delivered to the Secretary at the
principal executive offices of the Corporation not later
than the close of business on the tenth (10th) day
following the day on which such public announcement is
first made by the Corporation.
Article II of the By-Laws was further amended
to add Section 15(b), which provides that no business may
be transacted at an annual meeting of shareholders of the
Corporation other than business that is (i) specified in
the notice of meeting given by the Board of Directors of
the Corporation, (ii) otherwise properly brought before
the annual meeting by the Board of Directors of the
Corporation or (iii) otherwise properly brought before
the annual meeting by any shareholder of the Corporation
(A) who is a shareholder of record on the date notice to
the Corporation of the business to be transacted was
given by such shareholder (as provided in clause (B)
below) and on the record date for the determination of
shareholders entitled to vote at the annual meeting and
(B) who submits to the Corporation the shareholder
proposal to be considered, in proper written form as
provided in the amended By-Laws, not less than ninety
(90) days nor more than one hundred twenty (120) days
prior to the anniversary date of the immediately
preceding annual meeting or, if the annual meeting is
called for a date that is not within thirty (30) days
before or after such anniversary date, not later than the
close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was
mailed or public announcement of the date of the annual
meeting was made, whichever first occurs.
Article II of the By-Laws was also amended to
add Section 15(c) which provides that, for the purposes
of Article II, Section 15 of the By-Laws, a "public
announcement" is an announcement in a press release
reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document
publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Securities Exchange Act of 1934.
Article III, Section 14 of the By-Laws was
amended and restated in its entirety to provide
indemnification under the By-Laws to the fullest extent
provided under the Illinois Business Corporation Act of
1983 (the "IBCA"), as the IBCA existed as of January 1,
1997. The amended By-Laws also provide that future
amendments to the IBCA will be incorporated into the By-
Laws only to the extent that such amendments broaden the
indemnification rights previously granted under the By-
Laws. Further, the Corporation must pay in advance to
any person defending an action for which indemnification
under the By-Laws is available any expenses incurred by
such person during such defense, provided that such
person undertakes to reimburse the Corporation for all
advanced expenses in the event that it shall ultimately
be determined that such person is not entitled to
indemnification. Article III, Section 14 of the By-Laws
was also amended to provide that rights to
indemnification may not be retroactively reduced by
subsequent amendment to the IBCA or the By-Laws. In
addition, procedures for seeking indemnification from the
Corporation following a Change in Control of the
Corporation (as defined in the amended By-Laws) were
added to the By-Laws.
The foregoing description of the amendments to
the By-Laws does not purport to be complete and is
qualified in its entirety by reference to the amended and
restated By-Laws, a copy of which is incorporated by
reference herein to Exhibit 3.4 to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits:
3.4 Amended and Restated By-Laws of Chicago Rivet &
Machine Co., dated January 20, 1997.
SIGNATURE
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.
CHICAGO RIVET & MACHINE CO.
By: /s/ JOHN C. OSTERMAN
Name: John C. Osterman
Title: President, Chief
Operating Officer and
Treasurer
Dated: January 23, 1997
EXHIBIT INDEX
Exhibit Description
3.4 Amended and Restated By-Laws of Chicago
Rivet & Machine Co., dated January 20,
1997.
EXHIBIT 3.4
AMENDED AND RESTATED BY-LAWS
(AS OF JANUARY 20, 1997)
OF
CHICAGO RIVET & MACHINE CO.,
an Illinois corporation
(the "Corporation")
ARTICLE I
OFFICES
The principal office of the Corporation shall be in the
City of Naperville, County of DuPage and State of Illinois. The
Corporation may also have offices at such other places, either
within or without the State of Illinois, as the Board of
Directors may from time to time appoint or as the business may
require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. THE ANNUAL MEETING. The annual meeting of
the shareholders shall be held at the principal office of the
Corporation at 10:00 o'clock A. M. (Chicago time) on the second
Tuesday in May of each year, or if such day be a holiday, then
upon the next succeeding secular day. A written or printed
notice stating the place, day and hour of the meeting shall be
mailed by the Secretary or an Assistant Secretary of the
Corporation at least ten days before such meeting to each
shareholder to his, her or its last known post-office address,
as appears on the books of the Corporation. A majority of the
capital stock outstanding represented in person or by proxy shall
constitute a quorum at all shareholders' meetings.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called either by the president, by the board
of directors or by the holders of not less than one-fifth of all
the outstanding shares of the Corporation, for the purpose or
purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETING. The board of directors
may designate any place, as the place of meeting for any annual
meeting or for any special meeting called by the board of
directors. If no designation is made or if a special meeting be
otherwise called, the place of meeting shall be at the principal
office of the Company in Naperville, Illinois.
SECTION 4. TIME OF ELECTING DIRECTORS. Directors
shall be elected at the regular annual meeting of the
shareholders. If the election of directors is not held on the
day of the annual meeting, the directors shall cause the election
to be held as soon thereafter as conveniently may be. No failure
to elect directors or to hold the annual meeting at the
designated time shall work any forfeiture or dissolution of the
Corporation.
SECTION 5. NOTICE OF MEETINGS. Written notice stating
the place, date, and hour of the meeting, and in the case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than forty
days before the date of the meeting, or in the case of a merger
or consolidation not less than twenty nor more than forty days
before the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notices shall
be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears
on the records of the Corporation, with postage thereon prepaid.
When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of
determining the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or to receive payment of any dividend, or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of shares or for the purpose
of any other lawful action, the board of directors of the
Corporation may fix in advance a record date which shall not be
more than sixty days and, for a meeting of shareholders, not less
than ten days, or in the case of a merger or consolidation not
less than twenty days, before the date of such meeting. If no
record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the date on which notice of the meeting is
mailed, and the record date for the determination of shareholders
for any other purpose shall be the date on which the board of
directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any
adjournment of the meeting.
SECTION 7. VOTING LISTS. The officer or agent having
charge of the transfer books for shares of the Corporation shall
make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, showing the address of
and the number of shares registered in the name of the
shareholder, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the
Corporation and shall be open to inspection by any shareholder
for any purpose germane to the meeting, at any time during usual
business hours. Such list shall also be produced and kept open
at the time and place of the meeting and may be inspected by any
shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in
this State, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.
SECTION 8. QUORUM. The holders of a majority of the
outstanding shares of the Corporation, present in person or
represented by proxy, shall constitute a quorum at any meeting of
shareholders; provided that if less than a majority of the
outstanding shares are represented at said meeting, a majority of
the shares so represented may adjourn the meeting at any time
without further notice. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting
shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by The Business
Corporation Act, the articles of incorporation or these by-laws.
At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at
the original meeting. Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at
that meeting.
SECTION 9. VOTING BY BALLOT. Voting on any question
or in any election may be by voice unless the presiding officer
shall order or any shareholder shall demand that voting be by
ballot.
SECTION 10. PROXIES. Each shareholder shall have one
vote for each share of stock having voting power and entitled to
vote, registered in his name on the books of the Corporation, and
at all meetings of the shareholders, shareholders may vote either
in person or by proxy executed in writing by the shareholders, or
by a duly authorized attorney. No proxy shall be valid after
eleven months from the date of its execution, except where the
stock is pledged as security for a debt to the person holding the
proxy.
SECTION 11. VOTING OF SHARES. Each outstanding share,
regardless of class, shall be entitled to one vote upon each
matter submitted to vote at a meeting of shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the by-
laws of such corporation may prescribe, or, in the absence of
such provision, as the board of directors of such corporation may
determine.
Shares standing in the name of a deceased person, a
minor ward, or an incompetent person, may be voted by his
administrator, executor, court appointed guardian, or conservator
or custodian under a Gift to Minors Act, either in person or by
proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian, or
conservator. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust
for the purpose of conferring upon a trustee or trustees the
right to vote or otherwise represent their share, for a period
not to exceed ten years, by entering into a written voting trust
agreement specifying the terms and conditions of the voting
trust, and by transferring their shares to such trustee or
trustees for the purpose of the agreement. Any such trust
agreement shall not become effective until a counterpart of the
agreement is deposited with the Corporation at its registered
office. The counterpart of the voting trust agreement so
deposited with the Corporation shall be subject to the same right
of examination by a shareholder of the Corporation, in person or
by agent or attorney, as are the books and records of the
Corporation, and shall be subject to examination by any holder of
a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.
Shares of its own stock belonging to this Corporation
shall not be voted, directly or indirectly, at any meeting and
shall not be counted in determining the total number of
outstanding shares at any given time, but shares of its own stock
held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at
any given time.
SECTION 13. CUMULATIVE VOTING. In all elections for
directors, every shareholder shall have the right to vote, in
person or by proxy, the number of shares owned by him, for as
many persons as there are directors to be elected, or to cumulate
said shares, and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall equal,
or to distribute them on the same principle among as many
candidates as he shall see fit.
SECTION 14. INSPECTORS. At any meeting of
shareholders, the presiding officer may, or upon the request of
any shareholder shall appoint one or more persons as inspectors
for such meeting.
Such inspectors shall ascertain and report the number
of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all
votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and
fairness to all the shareholders.
Each report of an inspector shall be in writing and
signed by him or by a majority of them if there be more than one
inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.
SECTION 15. NOTICE OF SHAREHOLDER NOMINATIONS AND
BUSINESS PROPOSALS. (a) Shareholder Nominations. Only persons
who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation,
except as may be otherwise provided in the Articles of
Incorporation of the Corporation. Nominations of persons for
election to the board of directors may be made at any annual
meeting of shareholders (i) by or at the direction of the board
of directors (or any duly authorized committee thereof) or (ii)
by any shareholder of the Corporation (A) who is a shareholder of
record on the date of the giving of the notice provided for in
this Section 15(a) and on the record date for the determination
of shareholders entitled to vote at such annual meeting and (B)
who complies with the notice procedures set forth in this Section
15(a).
In addition to any other applicable requirements, for a
nomination to be made by a shareholder, such shareholder must
have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a shareholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
shareholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was mailed
or public announcement of the date of the annual meeting was
made, whichever first occurs. In no event shall the public
announcement of an adjournment of an annual meeting commence a
new time period for the giving of a shareholder's notice as
described above.
To be in proper written form, a shareholder's notice to
the Secretary must set forth (i) as to each person whom the
shareholder proposes to nominate for election as a director (A)
the name, age, business address and residence address of the
person, (B) the principal occupation or employment of the person,
(C) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the
person and (D) any other information relating to the person that
would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of
proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder; and (ii) as
to the shareholder giving the notice (A) the name and record
address of such shareholder, (B) the class or series and number
of shares of capital stock of the Corporation which are owned
beneficially or of record by such shareholder, (C) a description
of all arrangements or understandings between such shareholder
and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are
to be made by such shareholder, (D) a representation that such
shareholder intends to appear in person or by proxy at the
meeting to nominate the persons named in its notice and (E) any
other information relating to such shareholder that would be
required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed
nominee to being named as a nominee and to serve as a director if
elected.
No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the
procedures set forth in this Section 15(a). If the Chairman of
the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.
Notwithstanding anything in the third paragraph of this
Section 15(a) to the contrary, in the event that the number of
directors to be elected to the board of directors of the
Corporation is increased and there is no public announcement by
the Corporation naming all of the nominees for director or
specifying the size of the increased board of directors at least
one hundred (100) days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required
by this Section 15(a) shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the tenth (10th) day following the day on
which such public announcement is first made by the Corporation.
(b) Shareholder Business Proposals. No business may
be transacted at an annual meeting of shareholders, other than
business that is either (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
board of directors (or any duly authorized committee thereof),
(ii) otherwise properly brought before the annual meeting by or
at the direction of the board of directors (or any duly
authorized committee thereof) or (iii) otherwise properly brought
before the annual meeting by any shareholder of the Corporation
(A) who is a shareholder of record on the date of the giving of
the notice provided for in this Section 15(b) and on the record
date for the determination of shareholders entitled to vote at
such annual meeting and (B) who complies with the notice
procedures set forth in this Section 15(b).
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the
Corporation.
To be timely, a shareholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
shareholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was mailed
or public announcement of the date of the annual meeting was
made, whichever first occurs. In no event shall the public
announcement of an adjournment of an annual meeting commence a
new time period for the giving of a shareholder's notice as
described above.
To be in proper written form, a shareholder's notice to
the Secretary must set forth as to each matter such shareholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of such
shareholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any
other person or persons (including their names) in connection
with the proposal of such business by such shareholder and any
material interest of such shareholder in such business and (v) a
representation that such shareholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
No business shall be conducted at the annual meeting of
shareholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 15(b);
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 15(b) shall be deemed to preclude
discussion by any shareholder of any such business. If the
Chairman of an annual meeting determines that business was not
properly brought before the annual meeting in accordance with the
foregoing procedures, the Chairman shall declare to the meeting
that the business was not properly brought before the meeting and
such business shall not be transacted.
(c) For purposes of this Section 15, "public
announcement" shall mean an announcement in a press release
reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed
by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business of the
Corporation shall be managed by its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The
number of directors of the Corporation shall be six (6). Each
director shall hold office until the next annual meeting of
shareholders or until his successor shall have been elected and
qualified. Directors need not be residents of Illinois or
shareholders of the Corporation. The number of directors may be
increased or decreased from time to time by the amendment of this
section; but no decreases shall have the effect of shortening the
term of any incumbent director.
SECTION 3. REGULAR MEETINGS. Immediately after the
adjournment of the annual meeting of the shareholders of the
Corporation, the newly elected Directors shall meet for the
purpose of organization, the election of officers and the
transaction of such other business as may properly come before
the meeting. Other regular meetings shall be held at such time
as shall from time to time be determined by the Board.
SECTION 4. SPECIAL MEETINGS. Special meetings of the
Board of Directors shall be held whenever called by the President
or by a majority of the directors.
SECTION 5. NOTICE. Notice of any special meeting
shall be given at least five days previous thereto by written
notice to each director at his business address. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegram company.
The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 6. PLACE OF MEETINGS. Regular and Special
Meetings of the board of directors shall be held at the
Registered Office of the Corporation, or any such other place,
either within or without the State of Illinois, as may from time
to time be determined by the board of directors.
SECTION 7. QUORUM OF DIRECTORS - MANNER OF ACTING. A
majority of the number of directors fixed by the by-laws, or in
the absence of a by-law fixing the number of directors, then of
the number stated in the articles of incorporation, shall
constitute a quorum for the transaction of business unless the
greater number is required by the articles of incorporation or
the by-laws. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is
required by statute, these by-laws, or the articles or
incorporation.
SECTION 8. VACANCIES. Any vacancy occurring in the
board of directors and any directorship to be filled by reason of
an increase in the number of directors, may be filled by election
at an annual meeting or at a special meeting of shareholders
called for that purpose. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in
office.
SECTION 9. ACTION WITHOUT A MEETING. Unless
specifically prohibited by the articles of incorporation or by-
laws, any action required to be taken at a meeting of the board
of directors, or any other action which may be taken at a meeting
of the board of directors, or of any committee thereof may be
taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all the directors
entitled to vote with respect to the subject matter thereof, or
by all the members of such committee, as the case may be. Any
such consent signed by all the directors or all the members of
the committee shall have the same effect as a unanimous vote, and
may be stated as such in any document filed with the Secretary of
State or with anyone else.
SECTION 10. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors
at which action on any corporate matter is taken shall be
conclusively presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
SECTION 11. EXECUTIVE COMMITTEE. The board of
directors, by resolution adopted by a majority of the number of
directors fixed by the by-laws or otherwise, may appoint an
executive committee, which committee, to the extent provided in
such resolution, shall have and exercise all of the authority of
the board of directors in the management of the Corporation,
except as otherwise required by law. Vacancies in the membership
of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The
executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.
SECTION 12. COMMITTEES. The board of directors may
from its membership appoint other committees as it may from time
to time by resolution determine and fix the number of members
thereof, and the board may delegate to such committees such of
the powers vested in it as it may by the resolution of
appointment determine. Such committees so appointed shall
observe such rules and regulations for their conduct and keep
such records as the board may from time to time by resolution
determine.
SECTION 13. COMPENSATION. The board of directors, by
the affirmative vote of a majority of the acting and qualified
directors, and notwithstanding any personal interest of any
director, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as
directors, officers or otherwise. By resolution of the board of
directors, the directors may be paid their expenses of attending
each meeting of the board.
SECTION 14. INDEMNIFICATION. (a) Generally. Each
person who was or is made a party or is threatened to be made a
party to or is involved in or called as a witness in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, and any appeal therefrom (hereinafter,
collectively a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative,
is, was or had agreed to become a director of the Corporation or
is, was or had agreed to become an officer of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall
be indemnified and held harmless by the Corporation to the
fullest extent permitted under the Illinois Business Corporation
Act of 1983 (the "IBCA"), as the same now exists or may hereafter
be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than the IBCA permitted the
Corporation to provide prior to such amendment), against all
expenses, liabilities and losses (including attorneys' fees,
judgments, fines, excise taxes or penalties pursuant to the
Employee Retirement Income Security Act of 1974, as amended, and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith; provided that,
except as explicitly provided herein, prior to a Change in
Control of the Corporation, as defined herein, a person seeking
indemnity in connection with a proceeding (or part thereof)
initiated by such person against the Corporation or any director,
officer, employee or agent of the Corporation shall not be
entitled thereto unless the Corporation has joined in or
consented to such proceeding (or part thereof). For purposes of
this Section 14, a "Change in Control of the Corporation" shall
be deemed to have occurred if the conditions set forth in any one
of the following clauses shall have been satisfied: (i) any
"person" (as such term is used in Section 13(d) and 14(d) of the
Exchange Act) other than (A) the Corporation, (B) a trustee or
other fiduciary holding securities under an employee benefit plan
of the Corporation, (C) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (D) a
corporation owned, directly or indirectly, by the shareholders of
the Corporation in substantially the same proportions as their
ownership of shares of the Corporation (any such person is
hereinafter referred to as a "Person"), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation
representing more than 50% of the combined voting power of the
Corporation's then outstanding securities (not including in the
securities beneficially owned by such Person any securities
acquired directly from the Corporation); (ii) there is
consummated a merger or consolidation of the Corporation with or
into any other corporation, other than a merger or consolidation
which would result in the holders of the voting securities of the
Corporation outstanding immediately prior thereto holding
securities which represent, in combination with the ownership of
any trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation, immediately after such
merger or consolidation, more than 70% of the combined voting
power of the voting securities of either the Corporation or the
other entity which survives such merger or consolidation or the
parent of the entity which survives such merger or consolidation;
(iii) the shareholders of the Corporation approve any plan or
proposal for the liquidation or dissolution of the Corporation or
an agreement for the sale or disposition by the Corporation of
all or substantially all the Corporation's assets; or (iv) during
any period of two consecutive years (not including any period
prior to January 1, 1997), individuals who at the beginning of
such period constitute the board of directors and any new
director (other than a director designated by a Person who has
entered into an agreement with the Corporation to effect a
transaction described in clause (i), (ii) or (iii) of this
paragraph) whose election by the board or nomination for election
by the Corporation's shareholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof. For
purposes of this Section 14, where a Change in Control of the
Corporation results from a series of related transactions, the
Change in Control of the Corporation shall be deemed to have
occurred on the date of the consummation of the first such
transaction. For purposes of clause (i) of this paragraph, the
shareholders of another corporation (other than this Corporation
or a corporation described in clause (i)(D) of this paragraph),
in the aggregate, shall be deemed to constitute a Person.
Prior to a Change in Control of the Corporation, any
indemnification under this Section 14(a) (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard
of conduct set forth in the IBCA. Such determination shall be
made (i) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (ii) if such quorum is not obtainable, or, even
if obtainable, if a quorum of disinterested directors so directs,
by independent legal counsel (who may be the regular counsel of
the Corporation) in a written opinion or (iii) by the
shareholders.
Following a Change in Control of the Corporation, any
indemnification under this Section 14(a) (unless ordered by a
court) shall be paid by the Corporation unless within 60 days of
such request for indemnification a determination is made, in a
written opinion, by special independent counsel selected by the
person requesting indemnification and approved by the Corporation
(which approval shall not be unreasonably withheld), which
counsel has not otherwise performed services (other than in
connection with similar matters) within the five years preceding
its engagement to render such opinion for such person or for the
Corporation or any affiliates (as such term is defined in Rule
405 under the Securities Act of 1933, as amended) of the
Corporation (whether or not they were affiliates when services
were so performed) ("Independent Counsel"), that indemnification
of such person is not proper under the circumstances because such
person has not met the necessary standard of conduct under the
IBCA. Unless such person has theretofore selected Independent
Counsel pursuant to this Section 14(a) and such Independent
Counsel has been approved by the Corporation, legal counsel
approved by a resolution or resolutions of the board of directors
prior to a Change in Control of the Corporation shall be deemed
to have been approved by the Corporation as required. Such
Independent Counsel shall determine as promptly as practicable
whether and to what extent such person would be permitted to be
indemnified under applicable law and shall render its written
opinion to the Corporation and such person to such effect. The
Corporation agrees to pay the reasonable fees of the Independent
Counsel referred to above and to fully indemnify such Independent
Counsel against any and all expenses, claims, liabilities and
damages arising out of or relating to this Section 14 or its
engagement pursuant hereto. In making a determination under this
Section 14(a), the Independent Counsel referred to above shall
determine that indemnification is permissible unless clearly
precluded by this Section 14 or the applicable provisions of the
IBCA.
(b) Payment of Expenses in Advance. Expenses,
including attorneys' fees, incurred by a person referred to in
Subsection (a) of this Section 14 in defending a proceeding shall
be paid by the Corporation in advance of the final disposition of
such proceeding, including any appeal therefrom, upon receipt of
an undertaking (the "Undertaking") by or on behalf of such person
to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the Corporation.
(c) Right of Claimant to Bring Suit. If a claim under
Subsection (a) of this Section 14 is not paid in full by the
Corporation within 60 days after a written claim has been
received by the Corporation or if expenses pursuant to Subsection
(b) of this Section 14 hereof have not been advanced within 10
days after a written request for such advancement, accompanied by
the Undertaking, has been received by the Corporation, the
claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim or the
advancement of expenses. (If the claimant is successful, in
whole or in part, in such suit or any other suit to enforce a
right for expenses or indemnification against the Corporation or
any other party under any other agreement, such claimant shall
also be entitled to be paid the reasonable expense of prosecuting
such claim.) It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition
where the required Undertaking has been tendered to the
Corporation) that the claimant has not met the standards of
conduct which make it permissible under the IBCA for the
Corporation to indemnify the claimant for the amount claimed.
After a Change in Control of the Corporation, the burden of
proving such defense shall be on the Corporation, and any
determination by the Corporation (including its board of
directors, independent legal counsel or its shareholders) that
the claimant had not met the applicable standard of conduct
required under the IBCA shall not be a defense to the action nor
create a presumption that claimant had not met such applicable
standard of conduct.
(d) Indemnity Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the
other Subsections of this Section 14 shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any statute, by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or
her official capacity and as to action in another capacity while
holding such office. The board of directors shall have the
authority, by resolution, to provide for such other
indemnification of directors, officers, employees or agents as it
shall deem appropriate.
(e) Insurance. The Corporation shall have power to
purchase and maintain insurance to protect itself and any
director, officer, employee or agent of this Corporation or
another Corporation, partnership, joint venture, trust or other
enterprise, against any expenses, liabilities or losses, whether
or not the Corporation would have the power to indemnify such
person against such expenses, liabilities or losses under the
provisions of this Section 14 or the IBCA.
(f) Continuation of Indemnification; Enforceability.
The provisions of this Section 14 shall be applicable to all
proceedings commenced after its adoption, whether such
proceedings arise out of events, acts, omissions or circumstances
which occurred or existed prior or subsequent to such adoption,
and shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. This Section 14
shall be deemed to grant each person who, at any time that this
Section 14 is in effect, serves or agrees to serve in any
capacity which entitles him to indemnification hereunder rights
against the Corporation to enforce the provisions of this Section
14, and any repeal or other modification of this Section 14 or
any repeal or modification of the IBCA or any other applicable
law shall not limit any rights of indemnification then existing
or arising out of events, acts, omissions or circumstances
occurring or existing prior to such repeal or modification,
including, without limitation, the right to indemnification for
proceedings commenced after such repeal or modification to
enforce this Section 14 with regard to acts, omissions, events or
circumstances occurring or existing prior to such repeal or
modification.
(g) Severability. If this Section 14 or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each director and officer of the Corporation as to
costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to
any proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable
portion of this Section 14 that shall not have been invalidated
and to the full extent permitted by applicable law.
ARTICLE IV
OFFICERS AND DEFINITION OF DUTIES
SECTION 1. OFFICERS - REMOVAL. The officers of this
Corporation shall consist of a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary and a
Treasurer, and such other officers, including one or more
Assistant Secretaries and one or more Assistant Treasurers, as
the board of directors may from time to time determine. In
addition, the board of directors may from time to time elect a
Vice Chairman and an Executive Vice President if it so
determines. Such officers, when elected, shall hold office for
the period of one year and thereafter until their respective
successors shall have been duly elected, and shall have
qualified; provided, however, that all officers, agents and
employees of the Corporation shall be subject to removal at any
time by the affirmative vote by a majority of the Board. Any one
person may hold two offices at the same time, except that the
same person shall not hold at the same time the office of
Chairman of the Board and Secretary, President and Vice
President, President and Secretary, Treasurer and Assistant
Treasurer, or Secretary and Assistant Secretary.
SECTION 2. VACANCIES. If any vacancy shall occur
among the officers of the Corporation, by resignation or
otherwise, such vacancy may be filled by the board of directors.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the
Board shall supervise and control the officers, policies and
programs of the Corporation. The Chairman shall preside at all
meetings of the Board of Directors and shareholders. The
Chairman shall initiate acquisition, merger and investment
banking activities. The Chairman shall recommend to the Board of
Directors the nominees for the position of Director. The
Chairman, from time to time, may delegate powers and duties to
the Vice-Chairman, President and other officers. The Chairman
shall possess the power to sign all certificates, contracts and
other instruments of the Corporation as authorized by the Board
of Directors. In the event of the absence, inability to act or
disability of the President, the Chairman shall exercise all
powers and discharge all duties of the President. The Chairman
shall possess such other duties and powers as may be prescribed
from time to time by the board of directors and the by-laws.
SECTION 4. VICE-CHAIRMAN OF THE BOARD. The Vice
Chairman of the Board, if elected, and in the event of the
absence, inability to act or disability of the Chairman, shall
carry out the responsibilities of the Chairman. The Vice-
Chairman when so acting shall exercise the powers and discharge
the duties of the Chairman, including presiding at meetings of
Shareholders and the Board of Directors. The Vice-Chairman shall
possess such other duties and powers as may be prescribed from
time to time by the Board of Directors, Chairman and By-Laws. In
the event of the absence, inability to act or disability of the
Chairman and Vice-Chairman, the Board of Directors shall elect an
acting Chairman.
SECTION 5. PRESIDENT. The President shall be the
chief operating officer of the Corporation. The President shall
conduct the daily business and affairs of the Corporation as so
authorized by the by-laws. The President may delegate powers and
duties to the Vice-Presidents or other officers. The President
shall have the power to sign all certificates, contracts, and
other instruments of the Corporation as authorized by the Board
of Directors. The President shall perform such other duties as
may be prescribed from time to time by the Board of Directors,
Chairman and by-laws. In the event of the absence, inability to
act or disability of the Chairman, Vice-Chairman and acting
Chairman, the President shall preside at meetings of shareholders
and the Board of Directors.
SECTION 6. THE EXECUTIVE VICE PRESIDENT. In the
absence of, or in the case of the inability of the Chairman of
the Board of the Vice Chairman (in the absence of the Chairman),
and the President to act, the Executive Vice President, if one be
elected by the Board, shall perform all duties and have the
powers of the President. The Executive Vice President shall, in
addition, perform such other duties and have such other powers as
the Board of Directors may, from time to time, by resolution
determine.
SECTION 7. OTHER VICE PRESIDENTS. Other Vice
Presidents, including one or more Senior Vice Presidents, if such
officers shall have been elected, shall perform such duties and
have such duties and powers as the Board of Directors may from
time to time by resolution determine, or, in the absence of such
determination, as the President, with the consent of the Chairman
or Vice Chairman, shall determine.
SECTION 8. THE TREASURER. The treasurer shall be the
principal accounting and financial officer of the Corporation.
He shall: (a) have charge of and be responsible for the
maintenance of adequate books of account for the Corporation; (b)
have charge and custody of all funds and securities of the
Corporation; and be responsible therefor and for the receipt and
disbursement thereof; and (c) perform all the duties incident to
the office of treasurer and such other duties as from time to
time may be assigned to him by the president or by the board of
directors. If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his duties in
such sum and with such surety or sureties as the board of
directors may determine.
SECTION 9. THE SECRETARY. The secretary shall: (a)
record the minutes of the shareholders' and of the board of
directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c)
be custodian of the corporate records and of the seal of the
Corporation; (d) keep a register of the post-office address of
each shareholder which shall be furnished to the secretary by
such shareholder; (e) sign with the president, or a vice-
president, or any other officer thereunto authorized by the board
of directors, certificates for shares of the Corporation, the
issue of which shall have been authorized by the board of
directors, and any contracts, deeds, mortgages, bonds, or other
instruments which the board of directors has authorized to be
executed, according to the requirement of the form of the
instrument, except when a different mode of execution is
expressly prescribed by the board of directors or these by-laws;
(f) have general charge of the stock transfer books of the
Corporation and (g) perform all duties incident to the office of
secretary and such other duties as from time to time may be
assigned to him by the president or by the board of directors.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES. The assistant treasurers and assistant secretaries
shall perform such duties as shall be assigned to them by the
treasurer or the secretary, respectively, or by the president or
the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer
thereunto authorized by the board of directors, certificates for
shares of the Corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds,
mortgages, bonds or other instruments which the board of
directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the board
of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds
for the faithful discharge of their duties in such sums and with
sureties as the board of directors shall determine.
SECTION 11. SALARIES. The salaries of the officers
shall be fixed from time to time by the board of directors and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
ARTICLE V
SHARES OF CAPITAL STOCK AND THEIR TRANSFER
SECTION 1. STOCK ISSUE. Whenever stock, not
previously reported to the Secretary of State as issued, has been
issued within the authorized limit fixed by the statement of
incorporation of a certificate of increase in capital stock, a
statement subscribed and sworn to by the President or any Vice-
President, and attested by the Secretary or by an Assistant
Secretary shall be filed in the office of the Secretary of State
within ninety days after the issuance of such additional stock
pursuant to authorization thereof by the Board of Directors in
the form prescribed by the General Corporation Act of the State
of Illinois.
Promissory notes shall not be accepted for payment or
part payment of stock issued by this Corporation.
SECTION 2. CERTIFICATES. Each shareholder shall be
entitled to a certificate of stock, executed by the President or
Vice-President and the Secretary or Assistant Secretary, and
under the corporate seal, certifying the number of shares owned
by him in such Corporation. When such certificate is
countersigned by a transfer agent other than the Corporation
itself, or an employee of the Corporation, or by a transfer clerk
and registered by a registrar, the signatures of the President or
Vice-President and the Secretary or Assistant Secretary upon such
certificates may be facsimiles, engraved or printed.
SECTION 3. TRANSFERS. Transfers of shares of capital
stock shall be made only upon the books of the Corporation by the
holder in person or by power of attorney, duly executed, and
filed with the Secretary, and on surrender of a certificate or
certificates for such shares.
SECTION 4. ADDRESSES. Every shareholder shall furnish
the Secretary with his address, at which notice of meetings and
all other notices may be served upon, or mailed to him. In
default thereof, notices may be addressed to him at the principal
office of the Corporation.
SECTION 5. LOST CERTIFICATES. The Chairman or
President, as officers of the Company, acting, singly, may direct
new certificates of stock to be issued in the place of
certificates theretofore issued, alleged to have been lost or
destroyed, and may, in their discretion, require the owner of
such certificate or certificates, or his legal representative,
to give the Corporation a bond in such sum as they may direct, as
indemnity against any claim that may be made against the
Corporation. Said officers may issue instructions to the
Transfer Agents and Registrars of the capital stock of the
Company, may enter into such agreements and may sign such
documents as may be necessary to effectuate the issuance of said
certificates. Said officers, however, may refuse to issue or
direct the issuance of any new certificates except upon
institution of legal proceedings as required by statute, in such
case made and provided.
ARTICLE VI
DIVIDENDS
SECTION 1. DECLARATION. Dividends may be declared by
the Board of Directors from time to time out of the surplus or
net profits of the Corporation, and shall be payable at such
times as the Board of Directors may determine.
SECTION 2. RESERVES. Before payment of any dividend
or making any distribution of profits, there may be set aside out
of the surplus or net profits of the Corporation such sum or sums
as the Directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes as the
Directors shall think conducive to the interests of the
Corporation.
ARTICLE VII
SEAL
The corporate seal is and until otherwise ordered by
the Board of Directors, shall be, an impression bearing the
corporate name and the words "corporate seal" and "Illinois."
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first day of January and end on the 31st day of December of each
year.
ARTICLE IX
INSPECTION OF BOOKS
The books kept for transferring stock and the names and
addresses of the shareholders, during the usual business hours
shall be open to examination for all proper purposes by every
shareholder, at its principal office or place of business in the
State of Illinois. Each shareholder of the Corporation shall have
the right, at all reasonable times, by himself or by his
attorney, to examine the records and books of account.
ARTICLE X
WAIVER OF NOTICE
Whenever any action is to be taken after notice either
to the shareholders or directors, or after the lapse of a
prescribed period of time, such action may be taken without
notice and without the lapse of such prescribed period of time,
if such action be taken while all persons interested are present,
and consenting thereto or be authorized or approved or such
requirement be waived in writing by each person interested and
entitled to notice, or by his attorney thereto authorized.
ARTICLE XI
AMENDMENTS
These By-Laws may be altered, amended or repealed by
the affirmative vote of a majority of the Board of Directors at
any regular or special meeting of the Board.
