EXHIBIT 3.2
BYLAWS
OF GERMAN AMERICAN BANCORP
(Restated as of March 14, 1989, and amended through April 27, 2000)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meetings. Annual meetings of the shareholders of
the Corporation shall be held at such hour and at such place within or without
the State of Indiana as shall be designated by the Board of Directors.
Section 1.2. Special Meetings. Special meetings of the shareholders of
the Corporation may be called at any time by the Board of Directors or the
President and shall be called by the Board of Directors if the Secretary
receives written, dated, and signed demands for a special meeting, describing in
reasonable detail the purpose or purposes for which it is to be held, from the
holders of shares representing at least 25 percent of all votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting. If
the Secretary receives one or more proper written demands for a special meeting
of shareholders, the Board of Directors may set a record date for determining
shareholders entitled to make such demand. The Board of Directors or the
President, as the case may be, calling a special meeting of shareholders shall
set the date, time, and place of such meeting, which may be held within or
without the State of Indiana.
Section 1.3. Notices. A written notice, stating the date, time and
place of any meeting of the shareholders, and in the case of a special meeting
the purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting no fewer than 10
nor more than 60 days before the date of the meeting, or as otherwise provided
by the Corporation Law. In the event of a special meeting of shareholders
required to be called as the result of a demand therefore made by shareholders,
such notice shall be given no later than the sixtieth day after the
Corporation's receipt of the demand requiring the meeting to be called. Notice
of shareholders' meetings, if mailed, shall be mailed, postage prepaid, to each
shareholder at his address shown in the Corporation's current record of
shareholders.
A shareholder or his proxy may at any time waive notice of a meeting if
the waiver is in writing and is delivered to the Corporation for inclusion in
the minutes or filing with the Corporation's records. A shareholder's attendance
at a meeting, whether in person or by proxy, (a) waives objection to lack of
notice or defective notice of the meeting, unless the shareholders or his proxy
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (b) waives objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder or his proxy objects to
considering the matter when it is presented. Each shareholder who has in the
manner above provided waived notice or objection to notice of the shareholders'
meeting shall be conclusively presumed to have been given due notice of such
meeting, including the purpose or purposes thereof.
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If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment, unless a new record date is or must be established for the
adjourned meeting.
Section 1.4. Voting. Except as otherwise provided by the Corporation
Law or the Corporation's Articles of Incorporation, each capital share of any
class of the Corporation that is outstanding at the record date and represented
in person or by proxy at the annual or special meeting shall entitle the record
holder thereof, or his proxy, to one vote on each matter voted on at the
meeting.
Section 1.5. Quorum. Unless the Corporation's Articles of Incorporation
or the Corporation Law provide otherwise, at all meetings of shareholders a
majority of the votes entitled to be cast on a matter, represented in person or
by proxy, constitutes a quorum for action on the matter. Action may be taken at
a shareholders' meeting only on matters with respect to which a quorum exists;
provided, however, that any meeting of shareholders, including annual and
special meetings and any adjournments thereof, may be adjourned to a later date
although less than a quorum is present. Once a share is represented for any
purpose at a meeting, it is deemed present for any quorum purposes for the
remainder of the meeting and for any meeting held pursuant to an adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.
Section 1.6. Vote Required to Take Action. If a quorum exists as to a
matter to be considered at a meeting of shareholders, action on such matter
(other than the election of Directors) is approved if the votes properly cast
favoring the action exceed the votes properly cast opposing the action, unless
the Corporation's Articles of Incorporation or the Corporation Law requires a
greater number of affirmative votes. Directors shall be elected by a plurality
of the votes properly cast.
Section 1.7. Record Date. Only such persons shall be entitled to notice
of or to vote, in person or by proxy, at any shareholders' meeting as shall
appear as shareholders upon the books of the Corporation as of such record date
as the Board of Directors shall determine, which date may not be earlier than
the date 70 days immediately preceding the meeting unless otherwise permitted by
the Corporation Law. In the absence of such determination, the record date shall
be the fiftieth day immediately preceding the date of such meeting. Unless
otherwise provided by the Board of Directors, shareholders shall be determined
as of the close of business on the record date.
Section 1.8. Proxies. A shareholder may vote his shares either in
person or by proxy. A shareholder may appoint a proxy to vote or otherwise act
for the shareholder (including authorizing the proxy to receive, or to waive,
notice of any shareholders' meetings within the effective period of such proxy)
by signing an appointment form, either personally or by the shareholder's
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate votes and is
effective for 11 months unless a longer period is expressly provided in the
appointment form. The proxy's authority may be limited to a particular meeting
or may be general and authorize the proxy to represent the shareholder at any
meeting of shareholders held within the time provided in the appointment form.
Subject to the Corporation Law and to any express limitation on the proxy's
authority appearing on the face of the appointment form, the Corporation is
entitled to accept the proxy's vote or other action as that of the shareholder
making the appointment.
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ARTICLE II
Directors
Section 2.1. Number and Term. The business of the Corporation shall be
managed by a Board of Directors consisting of at least 9 Directors and no more
than 14 Directors. The exact number of Directors of the Corporation shall be
fixed by the Board of Directors within the range established by the preceding
sentence, and may be changed within that range from time to time by the Board of
Directors. The Directors shall be divided into two equal (or as nearly equal as
possible) classes with only one class of Directors being elected at any annual
meeting. The term of each class of Directors elected shall be two years. Despite
the expiration of a Director's term, the Director shall continue to serve until
his successor is elected and qualified, or until the earlier of his death,
resignation, disqualification, or removal, or until there is a decrease in the
number of Directors. No Director shall be elected after reaching the age of 65
years, unless such Director for the year preceding his election has (a) worked
an average of 30 hours per week in his principal occupation, and (b) resided in
the State of Indiana for nine months. No Director shall be elected after
reaching the age of 69 years. Vacancies caused by an increase in the number of
Directors shall be apportioned so as to make the classes as nearly equal as
possible. The Directors and each of them shall have no authority to bind the
Corporation except when acting as a Board or as a committee established by the
Board and granted authority to bind the Corporation.
Section 2.2. Quorum and Vote Required to Take Action. A majority of the
members of the Board of Directors (the size of which shall be determined in
accordance with the latest action of the Board of Directors fixing the number of
Directors) shall be necessary to constitute a quorum for the transaction of any
business, except the filling of vacancies. If a quorum is present when a vote is
taken, the affirmative vote of a majority of the Directors present shall be the
act of the Board of Directors, unless the act of a greater number is required by
the Corporation Law, the Corporation's Articles of Incorporation or these
Bylaws.
Section 2.3. Annual and Regular Meetings. The Board of Directors shall
meet annually, without notice, on the same day as the annual meeting of the
shareholders, for the purpose of transacting such business as properly may come
before the meeting. Other regular meetings of the Board of Directors, in
addition to said annual meeting, shall be held on such dates, at such times, and
at such places as shall be fixed by resolution adopted by the Board of Directors
or otherwise communicated to the Directors. The Board of Directors may at any
time alter the date for the next regular meeting of the Board of Directors.
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Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be called by the President or by a majority of the Board of
Directors upon not less than 24 hours' notice given to each Director of the
date, time and place of the meeting, which notice need not specify the purpose
or purposes of the special meeting. Such notice may be communicated in person
(either in writing or orally), by telephone, telegraph, teletype or other form
of wire or wireless communication or by mail, and shall be effective at the
earlier of the time of its receipt or, if mailed, five days after its mailing.
Notice of any meeting of the Board may be waived in writing at any time if the
waiver is signed by the Director entitled to the notice and is filed with the
minutes of Corporate records. A Director's attendance at or participation in a
meeting waives any required notice to the Director of the meeting, unless the
Director at the beginning of the meeting (or promptly upon the Director's
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
Section 2.5. Written Consents. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents describing the action taken, signed by each
Director, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this Section 2.5 is effective
when the last Director signs the consent, unless the consent specifies a
different prior or subsequent effective date, in which case the action is
effective on or as of the specified date. A consent signed under this Section
2.5 has the effect of a meeting vote and may be described as such in any
document.
Section 2.6. Participation by Conference Telephone. The Board of
Directors may permit any or all Directors to participate in a regular or special
meeting by, or through the use of, any means of communication, such as
conference telephone, by which all Directors participating may simultaneously
hear each other during the meeting. A Director participating in a meeting by
such means shall be deemed to be present in person at the meeting.
Section 2.7. Committees.
(a) The Board of Directors may create one or more committees and
appoint members of the Board of Directors to serve on them, by
resolution of the Board of Directors adopted by a majority of all the
Directors in office when the resolution is adopted. Each committee may
have one or more members, and all the members of a committee shall
serve at the pleasure of the Board of Directors.
(b) To the extent specified by the Board of Directors in the
resolutions creating a committee, each committee may exercise all of
the authority of the Board of Directors; provided, however, that a
committee may not:
(1) authorize dividends or other distributions as defined by
the Corporation Law, except a committee may authorize or approve
a reacquisition of shares if done according to a formula or
method prescribed by the Board of Directors;
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(2) approve or propose to shareholders action that is
required to be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of
its committees;
(4) amend the Corporation's Articles of Incorporation;
(5) adopt, amend, repeal or waive any provision of these
Bylaws; or
(6) approve a plan of merger not requiring shareholder
approval.
(c) Except to the extent inconsistent with the resolutions
creating a committee, Sections 2.2 through 2.6 of these Bylaws, which
govern meetings, action without meetings, notice and waiver of notice,
quorum and voting requirements, and telephone participation in
meetings of the Board of Directors, apply to the committee and its
members as well.
ARTICLE III
Officers
Section 3.1. Designation, Selection and Terms. The officers of the
Corporation shall consist of the Chairman of the Board, the President and the
Secretary. The Board of Directors may also elect Vice Presidents, Assistant
Secretaries and such other officers or assistant officers as it may from time to
time determine by resolution creating the office and defining the duties
thereof. In defining the duties of officers, the Board of Directors may
designate a chief executive officer, a chief operating officer, a chief
administrative officer, a chief financial officer, a chief accounting officer or
similar functional titles. The officers of the Corporation shall be elected by
the Board of Directors and need not be selected from among the members of the
Board of Directors, except for the Chairman of the Board, who shall be a member
of the Board of Directors. Any two or more offices may be held by the same
person. All officers shall serve at the pleasure of the Board of Directors. The
election or appointment of an officer does not itself create contract rights.
Section 3.2. Removal. The Board of Directors may remove any officer at
any time with or without cause, except that a two-thirds affirmative vote of all
other members of said Board shall be required to remove the Chairman of the
Board and/or the President. Vacancies in such offices, however occurring, may be
filled by the Board of Directors at any meeting of the Board of Directors,
except that two-thirds affirmative vote of all remaining members of said Board
shall be required to fill any vacancy created by the removal of the Chairman of
the Board and/or the President.
Section 3.3. Chairman of the Board. The Chairman of the Board shall be
selected from among the members of the Board of Directors. He shall preside at
all meetings of the shareholders and the Board of Directors at which he shall be
present, and shall perform the duties and have the powers of the President in
his absence or in the event of the inability or refusal of the President to act.
The Chairman of the Board shall serve the Corporation in such other capacities
and perform such other duties as are incident to his office or may from time to
time be delegated to him by the Board of Directors or defined in these Bylaws.
Section 3.4. President. The President shall have and may exercise all
of the powers and duties as are incident to his office or may from time to time
be delegated to him by the Board of Directors or defined in these Bylaws.
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Section 3.5. Secretary. The Secretary shall be the custodian of the
books, papers and records of the Corporation and of its corporate seal, if any,
and shall be responsible for seeing that the Corporation maintains the records
required by the Corporation Law (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by the Corporation Law. The Secretary shall be responsible for preparing minutes
of the meetings of the shareholders and of the Board of Directors and for
authenticating records of the Corporation, and he shall perform all of the other
duties usual in the office of the Secretary of a Corporation.
ARTICLE IV
Indemnification of Officers,
Directors and Other Eligible Persons
Section 4.1. General. To the extent not inconsistent with applicable
law, every Eligible Person shall be indemnified by the Corporation against all
Liability and reasonable Expense that may be incurred by him in connection with
or resulting from any Claim:
(a) if such Eligible Person is Wholly Successful with respect to
the Claim, or
(b) if not Wholly Successful, then if such Eligible Person is
determined, as provided in either Section 4.3(a) or 4.3(b) of this
Article IV, to have:
(1) conducted himself in good faith; and
(2) reasonably believed:
(i) in the case of conduct in his official capacity
with the Corporation, that his conduct was in its best
interest; and
(ii) all other cases, that his conduct was at least not
opposed to its best interest; and
(3) in the case of any criminal proceeding, either.
(i) had reasonable cause to believe his conduct was
lawful; or
(ii) had no reasonable cause to believe his conduct was
unlawful.
The termination of any Claim, by judgment, order, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that an Eligible
Person did not meet the standards of conduct set forth in clause (b) of this
Section 4.1. The actions of an Eligible Person with respect to an employee
benefit plan subject the Employee Retirement Income Security Act of 1974 shall
be deemed to have been taken in what the Eligible Person reasonably believed to
be the best interests of the Corporation or at least not opposed to its best
interests if the Eligible Person reasonable believed he was acting in conformity
with the requirements of such Act or he reasonable believed his actions to be in
the interests of the participants in or beneficiaries of the plan.
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Section 4.2. Definitions.
(a) The term "Claim" as used in this Article IV shall include
every pending, threatened, or completed claim, action, suit, or
proceeding and all appeals thereof (whether brought by or in the right
of this Corporation or any other corporation or otherwise), civil,
criminal, administrative, or investigative, formal or informal, in
which an Eligible Person may become involved, as a party or otherwise:
(i) by reason of his being or having been an Eligible Person, or (ii)
by reason of any action taken or not taken by him in his capacity as
an Eligible Person, whether or not he continued in such capacity at
the time such Liability or Expense shall have been incurred.
(b) The term "Eligible Person" as used in this Article IV shall
mean every person (and the estate, heirs and personal representatives
of such person) who is or was a Director, officer, employee or agent
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, agent, or fiduciary of
another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other organization or entity, whether
for profit or not. An Eligible Person shall also be considered to have
been serving an employee benefit plan at the request of the
Corporation if his duties to the Corporation also imposed duties on,
or otherwise involved services by, him to the plan or to participants
in or beneficiaries of the plan.
(c) The terms "Liability" and "Expense" as used in this Article
IV shall include, but shall not be limited to, counsel fees and
disbursements and amounts of judgments, fines, or penalties against
(including excise taxes assessed with respect to an employee benefit
plan), and amounts paid in settlement by or on behalf of, and Eligible
Person.
(d) The term "Wholly Successful" as used in this Article IV shall
mean (i) termination of any Claim against the Eligible Person in
question without any finding of liability or guilt against him, (ii)
approval by a court, with knowledge of the indemnity herein provided,
of a settlement of any Claim, or (iii) the expiration of a reasonable
period of time after making or threatened making of any Claim without
the institution of the same, without any payment or promise made to
induce a settlement.
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Section 4.3. Procedure.
(a) Every Eligible Person claiming indemnification hereunder
(other than one who has been Wholly Successful with respect to any
Claim) shall be entitled to indemnification (i) if special independent
legal counsel, which may be regular counsel of the Corporation or
other disinterested person or persons, in either case selected by the
Board of Directors, whether or not a disinterested quorum exists (such
counsel or person or persons being hereinafter called the "Referee"),
shall deliver to the Corporation a written finding that such Eligible
Person has met the standards of conduct set forth in clause (b) of
Section 4.1, and (ii) if the Board of Directors, acting upon such
written finding, so determines. The Board of Directors shall, if an
Eligible Person is found to be entitled to indemnification pursuant to
the preceding sentence, also determine the reasonableness of the
Eligible Person's Expenses. The Eligible Person claiming
indemnification shall, if requested, appear before the Referee, answer
questions that the Referee deems relevant, and shall be given ample
opportunity to present to the Referee evidence upon which he relies
for indemnification. The Corporation shall, at the request of the
Referee, make available facts, opinions or other evidence in any way
relevant to the Referee's finding that are within the possession or
control of the Corporation.
(b) If an Eligible Person claiming indemnification pursuant to
Section 4.3(a) of this Article IV is found not to be entitled thereto,
or if the Board of Directors fails to select a Referee under Section
4.3(a) within a reasonable amount of time following a written request
of an Eligible Person for the selection of a Referee, or if the
Referee or the Board of Directors fails to make a determination under
Section 4.3(a) within a reasonable amount of time following the
selection of a Referee, the Eligible Person may apply for
indemnification with respect to a Claim to a court of competent
jurisdiction, including a court in which the Claim is pending against
the Eligible Person. On receipt of an application, the Court, after
giving notice to the Corporation and giving the Corporation ample
opportunity to present to the court any information or evidence
relating to the claim for indemnification that the Corporation deems
appropriate, may order indemnification if it determines that the
Eligible Person is entitled to indemnification with respect to the
Claim because such Eligible Person met the standards of conduct set
forth in clause (b) of Section 4.1 of this Article IV. If the court
determines that the Eligible Person is entitled to indemnification,
the court shall also determine the reasonableness of the Eligible
Person's Expenses.
Section 4.4. Nonexclusive Rights. The right of indemnification provided
in this Article IV shall be in addition to any rights to which any Eligible
Person may otherwise be entitled. Irrespective of the provisions of this Article
IV, the Board of Directors may, at any time and from time to time, (a) approve
indemnification of any Eligible Person to the full extent permitted by the
provisions of applicable law at the time in effect, whether on account of past
or future transactions, and (b) authorize the Corporation to purchase and
maintain insurance on behalf of any Eligible Person against any Liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability.
Section 4.5. Expenses. Expenses incurred by an Eligible Person with
respect to any Claim may be advanced by the Corporation (by action of the Board
of Directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of any undertaking by or on behalf of the
recipient to repay such amount unless he is determined to be entitled to
indemnification.
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Section 4.6. Contract. The provisions of this Article IV shall be
deemed to be a contract between the Corporation and each Eligible Person, and an
Eligible Person's rights hereunder with respect to a Claim shall not be
diminished or otherwise adversely affected by any repeal, amendment, or
modification of this Article IV that occurs subsequent to the date of any action
taken or not taken by reason of which such Eligible Person becomes involved in a
Claim. Notwithstanding anything in this Article IV to the contrary, whenever the
Corporation files a registration statement with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, that includes a promise
or undertaking that in any way limits or conditions the Corporation's
obligations under this Article IV to an Eligible Person with respect to a Claim
arising under that registration statement, then such promise or undertaking
shall be considered to be applicable law in respect of the Corporation's
indemnification obligations hereunder, and the Corporation may comply with those
limits or conditions to the extent required by its promise or undertaking
without thereby being deemed to be in violation of its contract obligations to
any Eligible Person under this Article IV.
Section 4.7. Effective Date. The provisions of this Article IV shall be
applicable to Claims made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
ARTICLE V
Checks
All checks, drafts, or other orders for payment of money shall be
signed in the name of the Corporation by such officers or persons as shall be
designated from time to time by resolution adopted by the Board of Directors and
included in the minute book of the Corporation.
ARTICLE VI
Loans
Such of the officers of the Corporation as shall be designated from
time to time by any resolution adopted by the Board of Directors and included in
the minute book of the Corporation shall have the power, with such limitations
thereon as may be fixed by the Board of Directors, to borrow money in the
Corporation's behalf, to establish credit, to discount bills and papers, to
pledge collateral, and to execute such notices, bonds, debentures, or other
evidences of indebtedness, and such mortgages, trust indentures, and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.
ARTICLE VII
Execution of Documents
The Chairman of the Board, the President or any officer designated by
either of them, may, in the Corporation's name, sign all deeds, leases,
contracts or similar documents that may be authorized by the Board of Directors
unless otherwise directed by the Board of Directors or otherwise provided herein
or in the Corporation's Restated Articles of Incorporation, or as otherwise
required by law.
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ARTICLE VIII
Shares
Section 8.1. Execution. Certificates for capital shares of the
Corporation shall be signed by the President and the Secretary or by two
officers designated from time to time by the Board of Directors and the seal of
the Corporation (or a facsimile thereof), if any, may be thereto affixed. Where
any such certificate is also signed by a transfer agent or a registrar, or both,
the signatures of the officers of the Corporation may be facsimiles. The
Corporation may issue and deliver any such certificate notwithstanding that any
such officer who shall have signed, or whose facsimile signature shall have been
imprinted on, such certificate shall have ceased to be such officer.
Section 8.2. Contents. Each certificate shall state on its face the
name of the Corporation and that it is organized under the laws of the State of
Indiana, the name of the person to whom it is issued, and the number and class
and the designation of the series, if any, of shares the certificate represents,
and, whenever the Corporation is authorized to issue more than one class of
shares or different series within a class, each certificate issued after the
effectiveness of such authorization shall further state conspicuously on its
front or back that the Corporation will furnish the shareholder, upon his
written request and without charge, a summary of the designations, relative
rights, preferences and limitations applicable to each class and series and the
authority of the Board of Directors to determine variations in rights,
preferences and limitations for future series.
Section 8.3. Transfers. Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder thereof in
person or by duly authorized attorney, on payment of all taxes thereon and
surrender for cancellation of the certificate or certificates for such shares
(except as hereinafter provided in the case of loss, destruction or mutilation
of certificates) properly endorsed by the holder thereof or accompanied by the
proper evidence of succession, assignment or authority to transfer and delivered
to the Secretary or an Assistant Secretary.
Section 8.4. Share Transfer Records. There shall be entered upon the
share records of the Corporation the number of each certificate issued; the name
and address of the registered holder of such certificate; the number, kind and
class or series of shares represented by such certificate; the date of issue;
whether the shares are originally issued or transferred; the registered holder
from whom transferred; and such other information as is commonly required to be
shown by such records. The share records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation shall keep at its principal office a complete and
accurate shareholders' list giving the name and addresses of all shareholders
and the number and class of shares held by each. If a transfer agent is
appointed by the Corporation, shareholders shall give written notice of any
changes in their addresses from time to time to the transfer agent.
Section 8.5. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars and may require
each share certificate to bear the signature of either or both.
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Section 8.6. Loss, Destruction or Mutilation of Certificates. The
holder of any of the shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate therefore,
and the Board of Directors may, in its discretion, cause to be issued to him a
new certificate or certificates of shares upon the surrender of the mutilated
certificate or, in the case of loss or destruction, upon satisfactory proof of
such loss or destruction. The Board of Directors may, in its discretion, require
the holder of the lost or destroyed certificate or his legal representative to
give the Corporation a bond in such sum and in such form, and with such surety
or sureties as it may direct, to indemnify the Corporation, its transfer agents
and its registrars, if any, against any claim that may be made against them or
any of them with respect to the shares represented by the certificate or
certificates alleged to have been lost or destroyed, but the Board of Directors
may, in its discretion, refuse to issue a new certificate or certificates, save
upon the order of a court having jurisdiction in such matters.
Section 8.7. Form of Certificates. The form of the certificates for
shares of the Corporation shall conform to the requirements of Section 8.2 of
these Bylaws and be in such printed form as shall from time to time be approved
by resolution of the Board of Directors.
ARTICLE IX
Seal
The corporate seal of the Corporation shall, if the Corporation elects
to have one, be in the form of a disc, with the name of the Corporation on the
periphery thereof and the word "SEAL" in the center.
ARTICLE X
Miscellaneous
Section 10.1. Corporation Law. The provisions of the Corporation Law,
as it may from time to time be amended, applicable to all matters relevant to,
but not specifically covered by, these Bylaws are hereby, by reference,
incorporated in and made a part of these Bylaws. The term "Corporation Law" as
used in these Bylaws means the Indiana Business Corporation Law, as amended from
time to time.
Section 10.2. Fiscal Year. The fiscal year of the Corporation shall end
on the thirty first day of December of each year.
Section 10.3. Control Share Acquisition and Business Combination
Chapters.
(a) The provisions of I.C. 23-1-42 of the Corporation Law are
applicable to the Corporation as of and after March 14, 1989. The
provisions of LC. 23-1-43 of the Corporation Law are not applicable to
the Corporation.
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(b) In the event (i) that no acquiring person statement complying
with I.C. 23-1-42-6 has been delivered to the Corporation with respect
to a control share acquisition on or before the date of mailing a
notice of redemption of control shares pursuant to Section 10.3(c), or
(ii) that control shares are not accorded full voting rights by the
shareholders pursuant to I.C. 23-1-42-9, the Corporation shall have
the power, at its option, to redeem any or all control shares at the
fair value thereof, in accordance with the time and other requirements
specified by I.C. 23-1-42-10 and this Section 10.3. "Fair Value" for
purposes of the preceding sentence shall be deemed to be equal to the
fair market value per share of the class or series of which the
control shares are part immediately prior to the first public
announcement of the intent or plan of the acquiring person to make a
control share acquisition ("Announcement Date"). Such fair market
value shall be determined by (i) the highest reported closing sale
price during the thirty-day period immediately preceding the
Announcement Date if such shares are listed on a securities exchange
registered under the Securities Exchange Act of 1934 or if closing
sales prices are reported on the National Market of the National
Association of Securities Dealers, Inc. Automatic Quotation System
("NASDAQ"), or any similar system of automated dissemination of
quotations of securities prices then in common use, or (ii) if such
shares are not listed on any such exchange or such closing sales
prices are not reported on the National Market, the highest closing
bid quotation with respect to such shares during the thirty-day period
immediately preceding the Announcement Date as reported on NASDAQ or
any similar system then in use, or (iii) if no such quotations are
available, the fair market value of such shares immediately prior to
the Announcement Date as determined by the Board of Directors in good
faith by such other reasonable method as the Board of Directors of the
Corporation shall, in its discretion, select and apply.
(c) In case the Corporation shall desire to exercise its right to
redeem control shares pursuant to Section 10.3(b), notice of such
redemption shall be given to the holders of the control shares to be
redeemed by mailing to such holders, within the time period, if any,
specified by I.C. 23-1-42-10, a notice of such redemption by first
class mail, postage prepaid, not less than thirty (30) days prior to
the redemption date, to their last addresses as they shall appear upon
the stock transfer records of the Corporation. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the holder receives the notice,
as of the date of mailing of the notice. In any case, failure to give
due notice by mail to the holder of any control share, or any defect
in such notice, shall not affect the validity of the proceedings for
the redemption of any other control share. Each such notice shall
specify the redemption date, the number of control shares to be
redeemed held by such holder, the place of redemption and the
redemptive price at which the control shares are to be redeemed. Such
notice shall further state that payment of the redemption price will
be made upon presentation and surrender of the certificate(s)
representing the control shares (with such instruments of transfer and
other assurances as the Corporation may reasonably request) and that
from and after the redemption date such holder shall have no rights
with respect to such control shares (including no rights to vote or to
receive distributions in respect thereof with respect to matters for
which the record date shall fall on or after the redemption date)
except the right to receive the redemption price (without interest)
upon compliance with the procedures specified by this Section 10.3.
(d) The Board of Directors may by resolution specify such other
procedures as may in its discretion be deemed necessary or advisable
for the purpose of implementing this Section 10.3 and is hereby
empowered to determine, on the basis of the information known to it,
all matters with respect to which a determination is required under
I.C. 23-1-42 in connection with redemption of control shares.
(e) Terms used in this Section 10.3 not otherwise defined shall,
unless the context otherwise requires, have the meanings assigned to
them by I.C. 23-1-42.
<PAGE>
Section 10.4. Definition of Articles of Incorporation. The term
"Articles of Incorporation" as used in these Bylaws means the Articles of
Incorporation of the Corporation, as amended and restated from time to time.
Section 10.5. Amendments. These Bylaws may be rescinded, changed or
amended, and provisions hereof may be waived, at any annual, regular or special
meeting of the Board of Directors by the affirmative vote of a majority of the
number of Directors then in office, except as otherwise required by the
Corporation's Articles of Incorporation or by the Corporation Law.
