<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended March 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10602
MID-AMERICA BANCORP
(Exact name of registrant as specified in its charter)
KENTUCKY 61-1012933
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 West Broadway, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip Code)
(502) 589-3351
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for a shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
April 24, 1995: 8,815,932 shares of common stock, no par value
<PAGE>
MID-AMERICA BANCORP
PART I. FINANCIAL INFORMATION
The consolidated financial statements of Mid-America Bancorp
and subsidiaries (Company) submitted herewith are unaudited.
However, in the opinion of management, all adjustments (consisting
only of adjustments of a normal recurring nature) necessary for a
fair presentation of the results for the interim periods have been
made.
ITEM 1. FINANCIAL STATEMENTS
The following consolidated financial statements of Mid-America
Bancorp and subsidiaries are submitted herewith:
Consolidated balance sheets - March 31, 1995 and December 31,
1994
Consolidated statements of income - three months ended March
31, 1995 and 1994
Consolidated statements of changes in shareholders' equity -
three months ended March 31, 1995 and 1994
Consolidated statements of cash flows - three months ended
March 31, 1995 and 1994
Notes to consolidated financial statements
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data) (Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
----------- -------------
1995 1994
----------- -------------
<S> <C> <C>
ASSETS
Cash and due from banks $50,645 $64,215
Federal funds sold 27,000 5,300
Securities purchased under agreements to resell 35,000 65,000
Securities available for sale, amortized cost of $129,423 (1995)
and $134,656 (1994) (Note 4) 127,875 131,482
Securities held to maturity, market value of $189,756 (1995)
and $209,374 (1994) (Note 4) 191,977 214,313
Loans, net of unearned income of $29,046 (1995) and $29,642 (1994) 695,085 699,396
Allowance for loan losses (Note 5) (7,097) (7,045)
----------- -------------
Loans, net 687,988 692,351
Premises and equipment 19,504 19,098
Other assets 26,457 22,231
----------- -------------
TOTAL ASSETS $1,166,446 $1,213,990
=========== =============
LIABILITIES
Deposits:
Non-interest bearing $85,338 $96,590
Interest bearing 637,063 636,030
----------- -------------
Total deposits 722,401 732,620
Securities sold under agreements to repurchase 169,057 213,101
Federal funds purchased 3,000 5,800
Advances from the Federal Home Loan Bank 79,909 81,504
Money orders and similar payment instruments outstanding 50,111 47,818
Accrued expenses and other liabilities 14,219 8,095
----------- -------------
TOTAL LIABILITIES 1,038,697 1,088,938
SHAREHOLDERS' EQUITY
Preferred stock, no par value;
authorized - 750,000 shares; none issued -- --
Common stock, no par value, stated value $2.77 per
share; authorized - 12,000,000 shares; issued and outstanding -
8,814,258 shares (1995) and 8,803,759 shares (1994) 24,450 24,421
Additional paid-in capital 95,721 95,608
Retained earnings 8,584 7,086
Net unrealized securities losses (Note 4) (1,006) (2,063)
----------- -------------
TOTAL SHAREHOLDERS' EQUITY 127,749 125,052
----------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,166,446 $1,213,990
=========== =============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data) (Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $16,987 $14,156
Interest on securities:
U.S.Treasury and agencies 3,203 2,688
States and political subdivisions 129 61
Corporate and other 688 773
Interest on federal funds sold 663 181
Interest on securities purchased under agreements to resell 434 451
----------- -----------
Total interest income 22,104 18,310
----------- -----------
INTEREST EXPENSE:
Interest on deposits 6,970 5,609
Interest on federal funds purchased and
securities sold under agreements to repurchase 2,258 1,099
Interest on Federal Home Loan Bank advances 1,230 1,173
----------- -----------
Total interest expense 10,458 7,881
----------- -----------
Net interest income before provision for loan losses 11,646 10,429
Provision for loan losses (Note 5) 102 100
----------- -----------
Net interest income after provision for loan losses 11,544 10,329
----------- -----------
</TABLE>
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Cont'd)
(In thousands except per share data) (Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
NON-INTEREST INCOME:
Income from trust department 231 383
Service charges on deposit accounts 1,110 1,042
Money order fees 855 692
Securities gains 25 --
Other 541 574
----------- -----------
Total non-interest income 2,762 2,691
----------- -----------
OTHER OPERATING EXPENSES:
Salaries and employee benefits 5,477 5,121
Occupancy expense 740 662
Furniture and equipment expenses 1,242 1,072
Other (Note 6) 2,749 2,429
----------- -----------
Total other operating expenses 10,208 9,284
----------- -----------
Income before income taxes 4,098 3,736
Income tax expense 1,278 1,089
----------- -----------
NET INCOME $2,820 $2,647
=========== ===========
NET INCOME PER COMMON SHARE (Note 2) $0.32 $0.30
=========== ===========
Weighted Average Number of Shares Outstanding 8,865 8,909
=========== ===========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
<TABLE>
<CAPTION> Three months ended
March 31
--------------------------
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,820 $2,647
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation, amortization and accretion, net 1,251 1,351
Provision for loan losses 102 100
Gain on sales of securities (25) --
Deferred taxes 638 131
Decrease (increase) in interest receivable 675 (794)
Decrease (increase) in other assets (4,847) 1,717
Increase in money orders and similar payment instruments outstanding 2,293 9,310
Increase (decrease) in accrued expenses and other liabilities 1,794 (18,375)
----------- -----------
Net cash provided by (used in) operating activities 4,701 (3,913)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available for sale (17,099) (4,032)
Proceeds from maturities of securities available for sale 17,463 81
Proceeds from sales of securities available for sale 4,629 --
Purchases of securities held to maturity (23,600) (16,792)
Proceeds from maturities of securities held to maturity 48,788 36,499
Net decrease (increase) in customer loans 4,199 (16,591)
Proceeds from sales of premises and equipment 130 18
Payments for purchases of premises and equipment (1,242) (1,605)
----------- -----------
Net cash provided by (used in) investing activities 33,268 (2,422)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits (10,218) (17,645)
Net decrease in securities sold under agreements to repurchase (44,045) (473)
Net decrease in federal funds purchased (2,800) (5,300)
Advances from the Federal Home Loan Bank -- 4,000
Repayment of advances from the Federal Home Loan Bank (1,595) (5,114)
Stock options exercised 141 375
Dividends paid (1,322) (1,278)
----------- -----------
Net cash used in by financing activities (59,839) (25,435)
----------- -----------
Net decrease in cash and cash equivalents (21,870) (31,770)
Cash and cash equivalents at January 1 134,515 146,937
----------- -----------
Cash and cash equivalents at March 31 $112,645 $115,167
=========== ===========
</TABLE>
Non-cash transactions during the three months ended March 31, 1994 included
a transfer of securities held to maturity to securities available for sale
of $13,848.
See notes to consolidated financial statements.
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands except per share data) (Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31
------------------------------
1995 1994
-------------- -------------
<S> <C> <C>
Balance, January 1 $125,052 $119,590
Net income 2,820 2,647
Cash dividends declared ($.15 per share) (1,322) (1,278)
Stock options exercised, including related tax benefits 142 375
Unrealized appreciation (depreciation) on securities 1,057 (833)
-------------- -------------
Balance, March 31 $127,749 $120,501
============== =============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited)
1. The accounting and reporting policies of Mid-America Bancorp and
its subsidiaries (the Company) conform with generally accepted
accounting principles and general practices within the banking
industry. The accompanying unaudited consolidated financial statements
should be read in conjunction with the Summary of Significant Accounting
Policies footnote which appears in the Company's 1994 Annual Report and
Form 10-K filed with the Securities and Exchange Commission.
2. All per share information in the consolidated financial statements
has been adjusted for the 3% stock dividend of November, 1994.
3. On January 1, 1995, the Company adopted FASB Statement
No. 114, "Accounting By Creditors for Impairment of a Loan," as
amended by FASB No. 118, "Accounting By Creditors for Impairment
of a Loan - Income Recognition and Disclosures." When adopted,
applying provisions of these new accounting standards did not require
an increase in the allowance for loan losses. The recorded investment in
impaired loans at March 31, 1995 was approximately $3.2 million. Of these
impaired loans, loans aggregating $2.5 million had a valuation allowance of
$994,000.
4. The amortized cost and market value of securities available for
sale are summarized as follows:
<TABLE>
<CAPTION>
March 31, 1995 December 31, 1994
------------------------ ------------------------
Amortized Market Amortized Market
Cost Value Cost Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury and agencies $99,671 $98,123 $110,213 $107,039
Corporate obligations 15,000 15,000 9,915 9,915
Equity securities 14,752 14,752 14,528 14,528
----------- ----------- ----------- -----------
$129,423 $127,875 $134,656 $131,482
=========== =========== =========== ===========
</TABLE>
The book value and market value of securities held to maturity are
summarized as follows:
<TABLE>
<CAPTION>
March 31, 1995 December 31, 1994
------------------------ ------------------------
Book Market Book Market
Value Value Value Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury and agencies $166,944 $164,965 $189,223 $184,865
Obligations of states and political subdivisions 11,946 11,897 7,877 7,665
Corporate obligations 12,737 12,544 16,863 16,495
Equity securities and other 350 350 350 349
----------- ----------- ----------- -----------
$191,977 $189,756 $214,313 $209,374
=========== =========== =========== ===========
</TABLE>
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited)
5. Allowance for Loan Losses - Changes in the allowance for loan losses
are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
----------- -----------
<S> <C> <C>
Balance, January 1 $7,045 $6,578
Provision for loan losses 102 712
Recoveries 56 248
Loans charged off (106) (493)
----------- -----------
Balance, end of period $7,097 $7,045
=========== ===========
</TABLE>
6. Other operating expense consists of the following:
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Operating supplies $537 $447
Professional fees 201 119
Taxes - Bank shares, property and other 355 324
Deposit insurance 404 401
Other 1,252 1,138
----------- -----------
$2,749 $2,429
=========== ===========
</TABLE>
<PAGE>
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This item discusses the results of operations for Mid-America
Bancorp and its subsidiaries for the three months ended March 31,
1995 and compares this period with the same period of the previous
year. In addition, the discussion describes the significant
changes in the financial condition of the Company that have
occurred during the first three months of 1995 compared to December
31, 1994. This discussion should be read in conjunction with the
consolidated financial statements and accompanying notes presented
in Part I, Item 1 of this report.
A. RESULTS OF OPERATIONS
Net income for the quarter ended March 31, 1995 was $2,820,000
or $0.32 per share compared to $2,647,000 or $0.30 per share for
the same period last year.
The results for the first three months of 1995 compared to the
comparable period in 1994 reflected increased net interest income,
as a result of higher interest rates and to a lesser extent,
increases in earning assets, and an increase in other operating
expenses, primarily salaries and employee benefits and equipment
related expenses.
Net interest income
Net interest income is the difference between interest earned
on earning assets and interest expensed on interest bearing
liabilities. The net interest spread is the difference between the
average rate of interest earned on earning assets and the average
rate of interest expensed on interest bearing liabilities. The net
yield on earning assets (interest margin) is net interest income
divided by average earning assets. The following table summarizes
the above for the three months ending March 31, 1995 and 1994.
<PAGE>
In thousands except percentages
Three Months Ended
March 31
1995 1994
---------- ----------
Total interest income $ 22,104 $ 18,310
Tax equivalent adjustment 318 191
Tax equivalent interest incom 22,422 18,501
Total interest expense 10,458 7,881
Tax equivalent net interest income $ 11,964 $ 10,620
Average rate on earning assets 8.30% 7.10%
Average rate on interest bearing
liabilities 4.73% 3.66%
Net interest spread 3.57% 3.44%
Net interest margin, annualized 4.43% 4.08%
Average earning assets $1,093,073 $1,056,502
Average interest bearing
liabilities $ 897,587 $ 873,120
Net interest income and net interest spread and margin have
increased for the three months ended March 31, 1995 compared to the
comparable period in 1994. The increases for the three month
period of 1995 compared to 1994 are primarily attributed to the
effect of rising interest rates. Over the last year, the Company's
loan portfolio, a significant portion of which is variable rate in
nature, and the short-term portion of the securities portfolio has
repriced faster than interest bearing liabilities.
Provision for Loan Losses
The allowance for loan losses is maintained at a level
adequate to absorb estimated potential credit losses. Management
determines the adequacy of the allowance based upon reviews of
individual credits, evaluation of the risk characteristics of the
loan portfolio, including the impact of current economic conditions
on the borrowers' ability to repay, past collection and loss
experience and such other factors, which, in management's
judgement, deserve current recognition. The allowance for loan
losses is established by changes to operating earnings and reduced
by charge-offs, net of recoveries.
<PAGE>
An analysis of the changes in the allowance for loan losses
and selected ratios follows:
Dollars In thousands
Three Months Ended
March 31
1995 1994
-------- ---------
Balance at January 1 $ 7,045 $ 6,578
Provision for loan losses 102 100
Loan charge-offs, net of recoveries (50) (21)
Balance March 31 $ 7,097 $ 6,657
Average loans, net of unearned income $695,767 $662,292
Provision for loan losses to average loans * 0.06% 0.06%
Net loan charge-offs to average loans * 0.03% 0.01%
Allowance for loan losses to average loans 1.02% 1.01%
Allowance for loan losses to period-end
loans 1.02% 0.99%
* Amounts annualized
On January 1, 1995, the Company adopted FASB Statement No.
114, "Accounting By Creditors for Impairment of a Loan," as amended
by FASB No. 118, "Accounting By Creditors for Impairment of a Loan
- - Income Recognition and Disclosures." When adopted, applying
provisions of these new accounting standards did not require an
increase in the allowance for loan losses and was otherwise not
significant. As of March 31, 1995 the amount of impaired loans was
approximately $3.2 million.
<PAGE>
Non-interest Income and Other Operating Expenses
The following table sets forth the major components of non-
interest income and other operating expenses for the three months
ending March 31, 1995 and 1994:
Three Months Ended
In thousands March 31
1995 1994
------- -------
Non-Interest Income:
Income from trust department $ 231 $ 383
Service charges on deposit
accounts 1,110 1,042
Money order fees 855 692
Securities gains 25 ---
Other 541 574
Total non-interest income $ 2,762 $ 2,691
Other Operating Expenses:
Salaries and employee benefits $ 5,477 $ 5,121
Occupancy expenses 740 662
Furniture and equipment expenses 1,242 1,072
Operating supplies 537 447
Professional fees 201 119
Taxes-Bank shares, property and
other 355 324
Deposit insurance 404 401
Other 1,252 1,138
Total other operating expenses $10,208 $ 9,284
Non-interest income increased $71,000 or 2.6% for the three
months ended March 31, 1995 compared to the same period in 1994.
A favorable change for the three month period is attributed to a
23% increase in money order fees related to continued expansion of
the money order subsidiary's agent base. Trust department income
decreased $152,000 or 40% primarily as a result of reduced stock
transfer volume. The Company's stock transfer customer base has
contracted and the level of special transaction volume decreased
since 1994.
Other operating expenses increased $924,000 or approximately
10% for the three month period ended March 31, 1995 compared to the
same period in 1994. The most significant portion of the change is
attributed to the increases in salaries and benefits and equipment
related expenses. The approximate 7% increase in salaries and
benefits is attributed to an increase in average full-time
equivalent employees of 22, and an annual salary adjustment of
approximately 7.25% that was effective at the beginning of 1995.
Furniture and equipment related expenses increased $170,000 or
approximately 16%. This increase relates primarily to increased
depreciation and routine maintenance associated with technology
equipment and money order equipment additions. Occupancy expenses
increased approximately 12% and reflected additional rent
associated with expanded space at the Company's main office
facility and at the money order subsidiary's office location.
Income Taxes
The Company had income tax expense of $1,278,000 for the first
quarter of 1995 compared to $1,089,000 for the same period in 1994
which yielded effective tax rates of 31.2% for 1995 and 29.1% for
1994.
B. FINANCIAL CONDITION
Total Assets
Total assets decreased approximately $48 million from December
31, 1994 to March 31, 1995, while average assets increased
$35,607,000 or 3.1% to $1,173,116,000 for the first quarter of 1995
compared to the last quarter of 1994. During the first three
months of 1995 there were minor changes in average loans and
securities, with the most significant asset increase in short-term
liquid assets. Also during this period there was a shift from
transaction accounts to time deposits and sweep repurchase
agreements, which contributed to the overall increase in interest
bearing liabilities.
Nonperforming Loans and Assets
Nonperforming loans, which include nonaccrual and loans past
due over 90 days, totaled $6,478,000 at March 31, 1995 and
$3,511,000 at December 31, 1994. Impaired loans aggregated
approximately $3.2 million at March 31, 1995, including
approximately $250,000 of loans not on a nonaccrual basis.
Nonperforming loans represent .93% of total loans at March 31, 1995
compared to .50% at December 31, 1994. The increase in
nonperforming loans relates primarily to 3 loans over 90 days past
due at March 31, 1995 that are being monitored by Senior Management,
which are not expected to result in losses to the Company.
Nonperforming assets, which include nonperforming loans and
other real estate owned, totaled $8,754,000 at March 31, 1995 and
$5,896,000 at December 31, 1994. This represents 0.75% of total
assets at March 31, 1995 compared to 0.49% at December 31, 1994.
The Company considers the level of nonperforming loans in its
evaluation of the adequacy of the allowance for loan losses.
C. LIQUIDITY
Liquidity represents the Company's ability to generate cash or
otherwise obtain funds at a reasonable price to satisfy commitments
to borrowers as well as demands of depositors. The loan and
securities portfolios are managed to provide liquidity through
maturity or payments related to such assets.
Interest rate sensitivity management is managing the
difference or gap between rate sensitive assets and rate sensitive
liabilities to minimize the impact of changing interest rates on
profitability and allow for adequate liquidity.
The Company's adjusted one year cumulative interest
sensitivity gap was 16.89% at March 31, 1995 compared to 15.92% at
December 31, 1994. The cumulative interest sensitivity gap through
90 days was 14.00% at March 31, 1995 compared to 11.70% at December
31, 1994. The asset and liability structure and related interest
sensitivity position the Company favorably for a rising interest
rate environment.
The parent Company's liquidity depends primarily on the
dividends paid to it as the sole shareholder of the Mid-America
Bank of Louisville and Trust Company.
<PAGE>
D. CAPITAL RESOURCES
At March 31, 1995 shareholders' equity totaled $127,749,000,
an increase of $2,697,000 or 2.2% since December 31, 1994.
The Company's capital ratios exceed minimum regulatory
requirements and are as follows:
Company Company Minimum
March 31, December Required
1995 31, 1994
--------- -------- --------
Leverage Ratio 11.01% 10.45% 3.00%
Tier I risk based capital ratio 18.21% 17.76% 4.00%
Total risk based capital ratio 19.22% 18.75% 8.00%
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. (ii) By-laws
27 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Mid-America Bancorp
(Registrant)
Date: May 12, 1995 By: /s/ Steven Small
Steven Small
Executive Vice President
and Chief Financial Officer
Date: May 12, 1995 By: /s/ Orson Oliver
Orson Oliver
President
<PAGE>
INDEX EXHIBITS
Exhibits
3. (ii) By-laws
27. Financial Data Schedule
<PAGE>
Exhibit 3(ii)
BY-LAWS
OF
MID-AMERICA BANCORP
ARTICLE I
Offices
1.1 Principal Office. The principal office of the
Corporation in the Commonwealth of Kentucky shall be located in
the City of Louisville. The Corporation may have such other
offices, either within or without the Commonwealth of Kentucky,
as the business of the Corporation may require from time to time.
1.2 Registered Office. The registered office of the
Corporation may be, but need not be, identical with its principal
office in the Commonwealth of Kentucky. The address of the
registered office may be changed from time to time by the Board
of Directors.
ARTICLE II
Shareholders
2.1 Annual Meetings. The annual meeting of the shareholders
shall be held at such time, place and on such date as the chief
executive officer may designate, said date to be no later than
six months following the end of the Corporation's fiscal year.
The purpose of such meetings shall be the election of directors
and the transaction of such other business as may properly come
before it. If the election of directors shall not be held on the
day designated for an annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders to be held as soon
thereafter as may be practicable.
2.2 Special Meetings. Special meetings of the shareholders
may be called by the chief executive officer or by a majority of
the members of the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares of the
Corporation entitled to vote at such meeting.
2.3 Place of Special Meetings. The Board of Directors may
designate any place within or without the Commonwealth of
Kentucky as the place for any special meeting of shareholders
called by the Board of Directors. A waiver of notice signed by
all shareholders may include a designation of any place, either
within or without the Commonwealth of Kentucky, as the place for
the holding of such meeting. If no designation is properly made,
or if a special meeting be otherwise called, the place of meeting
shall be at the registered office of the Corporation in the
Commonwealth of Kentucky.
2.4 Notice of Annual or Special Meeting . Written notice
stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than 10 days nor more than 50
days before the date of the meeting, either personally or by
mail, by or at the direction of the chief executive officer or
the Secretary, or the person calling the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope
addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage prepaid.
2.5 Meetings by Consent of All Shareholders. If all the
shareholders shall meet at any time and place and consent in
writing to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting, any corporate action
may be taken.
2.6 Waiver and Consent to Meetings of Less Than All
Shareholders. If a shareholder meeting shall occur without all
shareholders in attendance, a prior or subsequent written waiver
of notice or consent to the holding of such meeting by the absent
shareholders shall be equivalent to the call and giving of any
requisite notice, and such meeting shall be valid without call or
notice, and any corporate action may be taken at such meeting.
2.7 Closing Transfer Books and Fixing of a Record Date. The
Board of Directors of the Corporation may close its stock
transfer books for a period not exceeding 50 days nor less than
10 days, immediately prior to the date of any meeting of
shareholders, or the date for the payment of any dividend or for
the allotment of rights, or the date when any exchange or
reclassification of shares shall be effective; or in lieu
thereof, may fix in advance a date, not exceeding 50 days and not
Less than 10 days prior to the date of any meeting of
shareholders, or to the date for the payment of any dividend or
for the allotment of rights, or to the date when any exchange or
reclassification of shares shall be effective, as the record date
for the determination of shareholders entitled to notice of, or
to vote at, such meeting, or shareholders entitled to receive
payment of any such dividend or to receive any such allotment of
rights, or to exercise rights in respect of any exchange or
reclassification of shares. The shareholders of record on such
record date shall be the shareholders entitled to notice of, and
to vote at, such meeting, or to receive payment of such dividend
or to receive such allotment of rights, or to exercise such
rights, in the event of an exchange or reclassification of
shares, as the case may be. If the transfer books are not closed
and no record date is fixed by the Board of Directors, the date
on which notice of the meeting is mailed, or the date on which
the resolution of the Board of Directors declaring such dividend
is adopted or such other action is taken, as the case may be,
shall be deemed to be the record date for the determination of
the shareholders of the Corporation and the number of shares
owned by them for all of the purposes set forth in the
immediately preceding sentence. When a determination of
shareholders has been made as provided herein, such determination
shall apply to any adjournment of the meeting for which such
determination was made.
2.8 Voting Record. The officer or agent having charge of
the Corporation's stock transfer books shall make a complete list
of the shareholders entitled to vote at each meeting, arranged in
alphabetical order, with the address of, and the number of shares
held by, each shareholder. Such list shall be produced and kept
open at the time and place of the meeting and shall be subject to
the inspection of any shareholder during the whole course of the
meeting.
2.9 Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of shareholders. If a
quorum of shareholders is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is
required by the Kentucky Business Corporation Act or by the
Articles of Incorporation or these By-Laws. The shareholders
present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
2.10 Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of
the meeting. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provide in the proxy, but
in no event shall a proxy, unless coupled with an interest, be
voted on after three years from the date of its execution. A
proxy, unless coupled with an interest, may be revoked in writing
at any time. The effective time of such revocation shall be the
time the Secretary of the Corporation receives the written notice
of revocation.
2.11 Voting of Shares. Subject to the provisions of Section
2.13 and any provisions of the Articles of Incorporation to the
contrary, each outstanding share of common stock authorized by
the Corporation's Articles of Incorporation to have voting power
shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders. The voting rights, if any, of
classes of shares other than voting common stock shall be as set
forth in the Corporation's Articles of Incorporation or by
appropriate legal action of the Board of Directors.
2.12 Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be
voted by that corporation's president or by proxy appointed by
him or by such other 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 other corporation
may determine.
(b) Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
(c) 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.
(d) Where shares are held jointly by two or more fiduciaries,
unless the Secretary of the Corporation is given written notice
to the contrary by any of such fiduciaries, the vote of one or
more of such fiduciaries shall be presumed to be the vote of all
such fiduciaries. Where shares are held jointly by two or more
fiduciaries, the will of the majority (or both in the case of two
fiduciaries) of such fiduciaries shall control the manner of
voting or the giving of a proxy unless the instrument or order
appointing the fiduciaries otherwise directs. Where, in any case,
fiduciaries are equally divided upon the manner of voting shares
jointly held by them, any court of competent jurisdiction may,
upon petition filed by any of the fiduciaries, or by any
beneficiary, appoint an additional person to act with the
fiduciaries in determining the manner in which the shares shall
be voted upon the particular questions as to which the
fiduciaries are divided.
(e) 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.
(f) Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation if a majority
of the shares entitled to vote for the election of directors of
such other corporation is held by the Corporation, shall be voted
at any meeting or counted in determining the total number of
outstanding shares at any given time.
(g) The Secretary or any shareholder may demand written proof
that the person asserting the right to vote shares pursuant to
this Section 2.12 holds the position he claims to hold and has
been properly authorized to vote the shares he represents. Such
proof, if demanded, shall be presented prior to the voting of
such shares by such person.
2.13 Cumulative Voting. At each election for directors, each
shareholder entitled to vote at such election shall have the
right to cast, in person or by proxy, as many votes in the
aggregate as he shall be entitled to vote under the Corporation's
Articles of Incorporation, multiplied by the number of directors
to be elected at such election; and each shareholder may cast the
whole number of votes for one candidate or distribute such votes
in whole numbers among two or more candidates. Directors shall
not be elected in any other manner.
2.14 Action by Consent of Shareholders. Any action required
to be taken, or which may be taken, at a meeting of the
shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III
Directors
3.1 General Powers. The business affairs of the Corporation
shall be managed by its Board of Directors.
3.2 Number and Tenure. The Board of Directors shall consist
of not fewer than 10 nor more than 21 individuals, with the exact
number of individuals within such range to be determined by
resolution of the Board of Directors from time to time. Each
director shall hold office until the next annual meeting or
shareholders or until removed. Despite the expiration of a
director's term, such director shall continue to serve until (a)
the director's successor is elected and qualifies, (b) there is a
decrease in the number of directors, or (c) the director is
removed. A decrease in the number of directors shall not shorten
an incumbent director's term.
3.3 Removal and Resignations. At a meeting of shareholders
called expressly for that purpose, any director or the entire
Board of Directors may be removed, with or with- out cause, by a
vote of the holders of a majority of the shares then entitled to
vote at an election of directors. If less than the entire Board
is to be removed, no one of the directors may be removed if the
votes cast against his removal be sufficient to elect him if then
cumulatively voted at an election of the entire Board of
Directors or, if there be classes of directors, at an election of
the class of directors of which he is a part. Whenever the
holders of the shares of any class are entitled to elect one or
more directors by the provisions of the Articles of
Incorporation, the provisions of this Section shall apply, in
respect to the removal of a director or directors so elected, to
the vote of the holders of the outstanding shares of that class
and not to the vote of the outstanding shares as a whole. Any
member of the Board of Directors may resign from the Board of
Directors at any time by giving written notice to the President
or Secretary of the Corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
3.4 Annual and Regular Meetings. An annual meeting of the
Board of Directors shall be held without other notice than this
By-Law immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide by
resolution the time and place, either within or without the
Commonwealth of Kentucky, for the holding of regular meetings
without other notice than such resolution.
3.5 Special Meetings. Special meetings of the Board of
Directors may be called by, or at the request of, the chief
executive officer or, if the Corporation has more than one
director, any two directors. All special meetings of the Board of
Directors shall be held at the principal office of the
Corporation or such other place as may be specified in the notice
of the meeting.
3.6 Notice. Notice of any special meeting shall be given at
least two days prior thereto by written notice delivered
personally or mailed to each director at his business address, or
by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed
envelope so addressed, with postage prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may
waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting,
except where a director 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.
3.7 Quorum. A majority of the number of directors fixed by,
or determined in accordance with, the Articles of Incorporation
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided, if less than a
majority of the directors are present at said meeting, a majority
of the directors present may adjourn the meeting from time to
time without further notice.
3.8 Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors, unless otherwise required
by the Articles of Incorporation.
3.9 Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number
of directors may be filled by the Board of Directors for a term
of office continuing only until the next election of directors by
the shareholders.
3.10 Compensation. By resolution of the Board of Directors
each director may be paid his expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a stated
annual stipend as director or a fixed sum for attendance at each
meeting of the Board of Directors. No such payment shall preclude
any director from serving the Corporation in any other capacity
and receiving compensation therefor.
3.11 Action by Written Consent. Any action required to be
taken by the Board of Directors at a meeting may be taken without
a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors.
3.12 Chairman and Vice-Chairman of the Board. The Board of
Directors may appoint one of its members Chairman of the Board of
Directors. The Board of Directors may also appoint one of its
members as Vice-Chairman of the Board of Directors, and such
individual shall serve in the absence of the Chairman and perform
such additional duties as may be assigned to him by the Board of
Directors.
ARTICLE IV
OFFICERS
4.1 Classes. The officers of the Corporation shall be a
President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may
be held by the same person, except the offices of President and
Secretary may not be held by the same person if the Corporation
has more than one stockholder.
4.2 Election and Term of Office. The officers of the
Corporation shall be elected by the Board of Directors at the
first, and thereafter at each annual, meeting of the Board of
Directors. If the election of officers shall not be held at any
such meeting, such election shall be held as soon there after as
is practicable. Vacancies may be filled or new offices created
and filled at any meeting of the Board of Directors. Each officer
shall hold office until his successor shall be duly elected or
until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.
4.3 Removal and Resignations. Any officer or agent elected
or appointed by the Board of Directors may be removed by the
Board of Directors whenever, in its judgment, the best interests
of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights. Any officer of the
Corporation may resign at any time by giving written notice to
the President or Secretary of the Corporation, and unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled
by the Board of Directors for the unexpired portion of the term.
4.5 Chairman of the Board of Directors. The Chairman of the
Board of Directors, if that office be created and filled, may, at
the discretion of the Board of Directors, be the chief executive
officer of the Corporation and, if such, shall, in general,
supervise and control the affairs and business of the
Corporation, subject to control by the Board of Directors. The
Chairman of the Board shall preside at all meetings of the
shareholders and Board of Directors.
4.6 President. The President, unless a Chairman is
appointed and designated chief executive officer pursuant to
Section 4.5, shall be the chief executive officer of the
Corporation. If no Chairman has been appointed or, in the absence
of the Chairman, the President shall preside at all meetings of
the shareholders and of the Board of Directors. He may sign
certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of
Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-Laws to some other officer
or agent of the Corporation, or shall be required by law to be
otherwise signed or executed. The President shall, in general,
perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from
time to time. Unless otherwise ordered by the Board of Directors,
the President shall have full power and authority on behalf of
the Corporation to attend, act and vote at any meetings of
shareholders of any corporation in which the Corporation may hold
stock, and at any such meeting shall hold and may exercise all
rights incident to the ownership of such stock which the
Corporation, as owner, would have had and exercised if present.
The Board of Directors may confer like powers on any other person
or persons.
4.7 Vice-President. In the absence of the President, or in
the event of his inability or refusal to act, the Vice-President
(or, in the event there be more than one Vice-President, the
Vice-Presidents in order designated at the time of their
election, or in the absence of any designation, then in the order
of their election), if that office be created and filled, shall
perform the duties of the President and when so acting shall have
all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an
assistant secretary, certificates for shares of the Corporation;
and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
4.8 Treasurer. The Treasurer shall have charge and custody
of and be responsible for all funds and securities of the
Corporation; receive and give receipts for monies due and payable
to the Corporation from any source whatsoever, and deposit all
such monies in the name of the Corporation in such banks, trust
companies and other depositories as shall be selected in
accordance with the provisions of Section 5.4; and, in general,
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 Chairman of the Board, the President or 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 shall determine.
4.9 Secretary. The Secretary shall (a) keep the minutes of
the shareholders' meetings 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, if any, of the Corporation;
(d) keep a register of the mailing address of each shareholder;
(e) sign with the President or Vice-President certificates for
shares of stock of the Corporation; (f) have general charge of
the stock transfer books of the Corporation; and, in general,
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
Chairman of the Board, the President or by the Board of
Directors.
4.10 Assistant Treasurers and Assistant Secretaries.
(a) The Assistant Treasurer, if that office be created and
filled, shall, if required by the Board of Directors, give bond
for the faithful discharge of his duty in such sum and with such
surety as the Board of Directors shall determine.
(b) The Assistant Secretary, if that office be created and
filled, and if authorized by the Board of Directors, may sign,
with the President or Vice-President, certificates for shares of
the Corporation.
(c) The Assistant Treasurers and Assistant Secretaries, in
general, shall perform such additional duties as shall be
assigned to them by the Treasurer or the Secretary, respectively,
or by the Chairman of the Board, the President or the Board of
Directors.
4.11 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from receiving such
compensation by reason of the fact that he is also a director of
the Corporation.
ARTICLE V
Contracts, Loans, Checks and Deposits
5.1 Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract
and execute and deliver any instruments in the name of and on
behalf of the Corporation. Such authority may be general or
confined to specific instances.
5.2 Loans. No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in
its name, unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.
5.3 Checks, Drafts, Etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, or agent or agents, of the
Corporation and in such manner as shall, from time to time, be
determined by resolution of the Board of Directors.
5.4 Deposits. All funds of the Corporation not otherwise
employed shall be deposited, from time to time, to the credit of
the Corporation in such banks, trust companies and other
depositories as the Board of Directors may select.
ARTICLE VI
Certificates for Shares and Their Transfer
6.1 Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as may be
determined by the Board of Directors and by the laws of the
Commonwealth of Kentucky. Such certificates shall be signed by
the President or a Vice-President and by the Secretary or an
Assistant Secretary, and, if a seal has been adopted, shall be
sealed with such seal. The signature of such officers upon such
certificates may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or registrar for the
Corporation. All certificates for shares shall be consecutively
numbered. The name of the person owning the shares represented
thereby, with the number of shares and date of issue, shall be
entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled and
no new certificates shall be issued until the former certificates
for a like number of shares shall have been surrendered and
canceled, except that, in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may
prescribe.
6.2 Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the books of the Corporation by
the registered holder thereof, or by his legal representative who
shall furnish proper evidence of authority to transfer, or by his
attorney-in-fact thereunto authorized by the power of attorney
duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.
ARTICLE VII
Executive and Other Committees
7.1 Executive Committee. The Board of Directors, by
resolution adopted by a majority of the full Board, may designate
from among its members an Executive Committee.
(a) Authority. When the Board of Directors is not in session,
the Executive Committee shall have and may exercise all of the
authority of the Board of Directors, except to the extent, if
any, that such authority shall be limited by the resolution
appointing the Executive Committee, and except also that the
Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation,
adopting a plan of merger or consolidation, recommending to the
shareholders the sale, lease or other disposition of all or
substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof, or amending these By-Laws.
(b) Tenure and Qualifications. Each member of the Executive
Committee shall hold office until the next regular meeting of the
Board of Directors following his designation and until his
successor shall be duly designated and qualified.
(c) Meetings. Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive
Committee may fix from time to time by resolution. Special
meetings of the Executive Committee may be called by any member
thereof upon not less than one days notice stating the place,
date and hour of the meeting, which notice may be written or
oral, and if mailed, shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, and
addressed to the member at his business address. Any member of
the Executive Committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the Executive
Committee need not state the business proposed to be transacted
at the meeting.
(d) Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any
meeting thereof. Action of the Executive Committee must be
authorized by an affirmative vote of a majority of the members
present at a meeting at which a quorum is present.
(e) Action Without a Meeting. Any action required or permitted
to be taken by the Executive Committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the members of the
Executive Committee.
(f) Vacancies. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of
Directors.
(g) Resignations and Removal. Any member of the Executive
Committee may be removed at any time, with or without cause, by
resolution adopted by a majority of the full Board of Directors.
Any member of the Executive Committee may resign from the
Executive Committee at any time by giving written notice to the
President or Secretary of the Corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
7.2 Other Committees. The Board of Directors, by resolution
adopted by a majority of the full Board, may designate from among
its members such other committees as from time to time it may
consider necessary or appropriate to conduct the affairs of the
Corporation. Each such committee shall have such power and
authority as the Board of Directors may, from time to time,
legally establish for it. The tenure and qualifications of the
members of each committee; the time, place and organization of
such committee's meetings; the notice required to call any such
meeting; the number of members of each such committee that shall
constitute a quorum; the affirmative vote of the committee
members required effectively to take action at any meeting at
which a quorum is present; the action that any such committee can
take without a meeting; the method in which a vacancy among the
members of such committee can be filled and the procedures by
which resignations and removals of members of such committee
shall be acted upon or accomplished shall be fixed by the
resolution adopted by the Board of Directors relative to such
matters.
ARTICLE VIII
Emergency By-Laws
8.1 Adoption of Emergency By-Laws. The provisions of
Section 8.2 shall be operative during any emergency in the
conduct of the business of the Corporation resulting from an
attack on the United States or on a locality in which the
Corporation conducts its business or customarily holds meetings
of its Board of Directors or its stockholders, or during any
nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of
which a quorum of the Board of Directors, or a standing committee
thereof, cannot readily be convened for action, notwithstanding
any different provision of these By-Laws or in the Articles of
Incorporation or Kentucky Business Corporation Act. To the extent
not inconsistent with the provisions of this Article, the By-Laws
provided in the other Articles hereof shall remain in effect
during such emergency and upon its termination, the Emergency
By-Laws shall cease to be operative.
8.2 Provisions of Emergency By-Laws.
(a) A meeting of the Board of Directors may be called by any
officer or director of the Corporation. Notice of the time and
place of the meeting shall be given by the person calling the
meeting to such of the directors as it may be feasible to reach
by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances
permit in the judgment of the person calling the meeting.
(b) The director or directors in attendance at the meeting shall
constitute a quorum.
(c) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency, any or all
officers or agents of the Corporation shall, for any reason, be
rendered incapable of discharging their duties.
(d) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the head
office or designate several alternative head offices or regional
offices, or authorize the officers to do so .
(e) No officer, director or employee acting in accordance with
these Emergency By-Laws shall be liable for such action, except
for willful misconduct. No officer director or employee shall be
liable for any action taken by him in good faith in such an
emergency in furtherance of the ordinary business affairs of the
Corporation, even though not authorized by the By-Laws then in
effect.
8.3 Changes in Emergency By-Laws. These Emergency By-Laws
shall be subject to repeal or change by further action of the
Board of Directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of Section 8.2 with
regard to action taken prior to the time of such repeal or
change. Any amendment of these Emergency By-Laws may make any
further or different provision that may be practical and
necessary for the circumstances of the emergency.
ARTICLE IX
Miscellaneous
9.1 Amendments. The Board of Directors shall have the power
and authority to alter, amend or repeal these By-Laws by the vote
of a majority of the entire Board of Directors, subject always to
the power of the shareholders to change or repeal such By-Laws.
9.2 Fiscal Year. The Board of Directors shall have the
power to fix, and from time to time change, the fiscal year of
the Corporation.
9.3 Dividends. The Board of Directors may from time to time
declare, and the Corporation shall pay, dividends on its
outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
9.4 Seal. The Board of Directors may adopt a corporate seal
which shall be circular in form and shall have inscribed thereon
the name of the Corporation, the state of incorporation, and the
word "SEAL."
9.5 Waiver of Notice. Whenever any notice is required to be
given under the provisions of these By-Laws the Articles of
incorporation, or the Kentucky Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be equivalent to the giving of such notice.
9.6 Inspection of Books. Any person who has been a holder
of record of shares of the Corporation for at least six months
prior to the date of his demand, or who shall hold of record at
least five percent of all outstanding shares of the Corporation,
upon 10 business days prior written demand stating the purpose
thereof, may examine, in person or through his agent, at any
reasonable time and for any proper purpose, the relevant books
and records of the Corporation and may make copies thereof. Such
inspection may be denied to any shareholder or his agent if he
refuses to furnish to the Corporation an affidavit that his
inspection is for a proper purpose, that he has not, within a
period of five years prior to the date thereof, sold or offered
to sell any list of shareholders or holders of voting trust
certificates for any corporation, that he has not aided any
person in procuring any such list for such purpose, and that he
has not improperly used any information secured through any prior
examination of the books and records of any corporation.
9.7 Construction. Unless the context specifically requires
otherwise, any reference in these By-Laws to any gender shall
include all other genders; any reference to the singular shall
include the plural; and any reference to the plural shall include
the singular.
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<TABLE> <S> <C>
<ARTICLE> 9
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0
0
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