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Exhibit 2.07
BY-LAWS
OF
BINDLEY WESTERN INDUSTRIES, INC.
(As last amended effective December 2, 2000)
ARTICLE I
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Meetings of Shareholders
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Section 1.1. Annual Meetings.
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(a) Annual meetings of the shareholders of the Corporation shall be
held on the third Thursday of May of each year, at such hour and at such
place within or without the State of Indiana as shall be designated by the
Board of Directors. In the absence of designation, the meeting shall be
held at the principal office of the Corporation at 11:00 a.m. (local time).
The Board of Directors may, by resolution, change the date or time of such
annual meeting. If the day fixed for any annual meeting of shareholders
shall fall on a legal holiday, then such annual meeting shall be held on
the first following day that is not a legal holiday.
(b) At each annual meeting, the shareholders shall elect the
Directors. At any such annual meeting any business properly brought before
the meeting may also be transacted.
(c) To be properly brought before an annual meeting, business must be
(i) specified in the notice of the meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or (iii) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting
by a shareholder, the shareholder must have given written notice thereof,
either by personal delivery or by United States mail, postage prepaid, to
the Secretary, at the principal executive offices of the Corporation, not
less than 70 days nor more than 90 days prior to the anniversary date of
the immediately preceding annual meeting; provided, however, that in the
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event that the date of the annual meeting is more than 30 days earlier or
more than 60 days later than such anniversary date, notice by the
shareholder must be so delivered or received not earlier than the 90th day
prior to such annual meeting and not later than the close of business on
the later of the 70th day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting
is first made. Any such notice shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting and in the event
that such
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business includes a proposal to amend the Restated Articles of
Incorporation of the Corporation, the language of the proposed amendment,
(ii) the name and address of the shareholder proposing such business, (iii)
a representation that the shareholder is a holder of record of shares of
the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business, (iv) any
material interest of the shareholder in such business, and (v) if the
shareholder intends to solicit proxies in support of such shareholder's
proposal, a representation to that effect. The foregoing notice
requirements shall be deemed satisfied by a shareholder if the shareholder
has notified the Corporation of his or her intention to present a proposal
at an annual meeting and such shareholder's proposal has been included in a
proxy statement that has been prepared by management of the Corporation to
solicit proxies for such annual meeting; provided, however, that if such
shareholder does not appear or send a qualified representative to present
such proposal at such annual meeting, the Corporation need not present such
proposal for a vote at such meeting, notwithstanding that proxies in
respect of such vote may have been received by the Corporation. No
business shall be conducted at an annual meeting of shareholders except in
accordance with this Section 1.1(c), and the chairman of any annual meeting
of shareholders may refuse to permit any business to be brought before an
annual meeting without compliance with the foregoing procedures or if the
shareholder solicits proxies in support of such shareholder's proposal
without such shareholder having made the representation required by clause
(v) of the preceding sentence.
Section 1.2. Special Meetings. Special meetings of the shareholders
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of the Corporation may be called at any time by the Board of Directors or the
Chairman of the Board and shall be called by the Board of Directors if the
Secretary received 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 twenty-five percent (25%)
of all votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. If the Secretary received one (1) 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 Chairman of the Board, 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
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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 ten
(10) nor more than sixty (60) days before the date of the meeting. In the event
of a special meeting of shareholders required to be called as the result of a
demand therefor made by shareholders, such notice shall be given no later than
the sixtieth (60th) 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.
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Notice of a meeting of shareholders shall be given to shareholders not
entitled to vote, but only if a purpose for the meeting is to vote on any
amendment to the Corporation's Restated Articles of Incorporation, merger or
share exchange to which the Corporation would be a party, sale of the
Corporation's assets, dissolution of the Corporation, or consideration of voting
rights to be accorded to shares acquired or to be acquired in a "control share
acquisition" (as such term is defined in the Indiana Business Corporation Law).
Except as required by the foregoing sentence or as otherwise required by the
Indiana Business Corporation Law or the Corporation's Restated Articles of
Incorporation, notice of a meeting of shareholders is required to be given only
to shareholders entitled to vote at the meeting.
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 shareholder 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 a shareholders' meeting shall
be conclusively presumed to have been given due notice of such meeting,
including the purpose or purposes thereof.
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 Indiana
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Business Corporation Law or the Corporation's Restated Articles of
Incorporation, each share of the capital stock of any class of the Corporation
that is outstanding at the record date established for any annual or special
meeting of shareholders and is outstanding at the time of and represented in
person or by proxy at the annual or special meeting, shall entitle the record
holder thereof, or his proxy, to one (1) vote on each matter voted on at the
meeting.
Section 1.5. Quorum. Unless the Corporation's Restated Articles of
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Incorporation or the Indiana Business 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 quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
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Section 1.6. Vote Required to Take Action. If a quorum exists as to a
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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, except
as the Corporation's Restated Articles of Incorporation or the Indiana Business
Corporation Law require 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
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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 seventy (70) days immediately preceding the meeting. In the
absence of such determination, the record date shall be the fiftieth (50th) 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
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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 eleven (11) months unless a shorter or 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 Indiana Business 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.
Section 1.9 Removal of Directors. Any or all of the members of the
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Board of Directors may be removed, with or without cause, only at a meeting of
the shareholders called expressly for that purpose, by a vote of the holders of
shares representing a majority of the votes then entitled to be cast at an
election of Directors.
Section 1.10. Participation by Conference Telephone. The Chairman of
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the Board or the Board of Directors may permit any or all shareholders to
participate in an annual or special meeting of shareholders by, or through the
use of, any means of communication, such as conference telephone, by which all
shareholders participating may simultaneously hear each other during the
meeting. A shareholder participating in a meeting by such means shall be deemed
to be present in person at the meeting.
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ARTICLE II
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Directors
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Section 2.1. Number and Terms. The business and affairs of the
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Corporation shall be managed under the direction of a Board of Directors
consisting of eleven (11) Directors. Each Director shall be elected for a term
of office to expire at the annual meeting of shareholders next following his
election.
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. Any vacancy occurring in the Board of
Directors, from whatever cause arising, shall be filled by selection of a
successor by a majority vote of the remaining members of the Board of Directors
(although less than a quorum); provided, however, that if such vacancy or
vacancies leave the Board of Directors with no members or if the remaining
members of the Board are unable to agree upon a successor or determine not to
select a successor, such vacancy may be filled by a vote of the shareholders at
a special meeting called for that purpose or at the next annual meeting of
shareholders. The term of a Director elected or selected to fill a vacancy
shall expire at the end of the term for which such Director's predecessor was
elected.
Nominations of persons for election as Directors may be made by the
Board or by any shareholder who is a shareholder of record at the time of giving
of the notice of nomination provided for in this Section 2.1 and who is entitled
to vote for the election of Directors. Any shareholder of record entitled to
vote for the election of Directors at a meeting may nominate a person or persons
for election as Directors only if written notice of such shareholder's intent to
make such nomination is given in accordance with the procedures for bringing
business before the meeting set forth in Section 1.1(c) of these By-Laws, either
by personal delivery or by United States mail, postage prepaid, to the Secretary
not later than (i) with respect to an election to be held at an annual meeting
of shareholders, not less than 70 nor more than 90 days in advance of the
anniversary date of the immediately preceding annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
earlier or more than 60 days later than such anniversary date, notice by the
shareholder must be so delivered or received not earlier than the 90th day prior
to such annual meeting and not later than the close of business on the later of
the 70th day prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made, and (ii)
with respect to an election to be held at a special meeting of shareholders for
the election of Directors, not earlier than the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement of the date of the special meeting is first made and of the
nominees to be elected at such meeting. Each such notice shall set forth: (a)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person
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or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board; (e) the
consent of each nominee to serve as a Director if so elected; and (f) if the
shareholder intends to solicit proxies in support of such shareholder's
nominee(s), a representation to that effect. The chairman of any meeting of
shareholders to elect Directors and the Board may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure or
if the shareholder solicits proxies in support of such shareholder's nominee(s)
without such shareholder having made the representation required by clause (f)
of the preceding sentence.
The Directors and each of them shall have no authority to bind the
Corporation except when acting as a Board.
Section 2.2. Quorum and Vote Required to Take Action. A majority of
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the whole Board 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 Indiana Business Corporation Law, the
Corporation's Restated Articles of Incorporation or these By-Laws.
Section 2.3. Annual and Regular Meetings. The Board of Directors
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shall meet annually, without notice, immediately following 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
and specified in a notice of each such regular meeting, 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.
Section 2.4. Special Meetings. Special meetings of the Board of
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Directors may be called by any member of the Board of Directors upon not less
than twenty-four (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 (5) 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 or
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
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be taken at any meeting of the Board of Directors may be taken without a meeting
if the action is taken by
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all members of the Board. The action must be evidenced by one (1) 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 cases the action is effective on or as of
the specified date. A consent signed under this Section 2.5 shall have the same
effect as a unanimous vote of all members of the Board and may be described as
such in any document.
Section 2.6. Participation by Conference Telephone. The Board of
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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.
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(a) The Board of Directors may create one (1) 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 (1) 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
resolution 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, except a
committee (or an executive officer of the Corporation designated by
the Board of Directors) may authorize or approve a reacquisition of
shares or other distribution if done according to a formula or method,
or within a range, prescribed by the Board of Directors;
(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 Restated Articles of Incorporation
under IC 23-1-38-2;
(5) adopt, amend, repeal, or waive provisions of these By-Laws;
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(6) approve a plan of merger not requiring shareholder approval;
or
(7) authorize or approve the issuance or sale or a contract for
sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except the
Board of Directors may authorize a committee (or an executive officer
of the Corporation designated by the Board of Directors) to take
action described in this subdivision within limits prescribed by the
Board of Directors.
(c) Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.1 through 2.6 of these By-Laws, 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 each committee and its members as well.
ARTICLE III
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Officers
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Section 3.1. Designation, Selection and Terms. The officers of the
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Corporation shall consist of the Chairman of the Board, the President, the
Executive Vice President and Chief Financial Officer, the Executive Vice
President and General Counsel, the Executive Vice President, the Treasurer, the
Secretary and the Controller. The Board of Directors may also elect other Vice
Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers,
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
addition, the Chairman of the Board or the President may, by a certificate of
appointment creating the office and defining the duties thereof delivered to the
Secretary for inclusion with the corporate records, from time to time create and
appoint such assistant officers as they deem desirable. The officers of the
Corporation shall be elected by the Board of Directors (or appointed by the
Chairman of the Board or the President as provided above) and need not be
selected from among the members of the Board of Directors, except for the
Chairman of the Board and the President who shall be members of the Board of
Directors. Any two (2) or more offices may be held by the same person. All
officers shall serve at the pleasure of the Board of Directors and, with respect
to officers appointed by the Chairman of the Board or the President, also at the
pleasure of such officers. 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
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at any time with or without cause. An officer appointed by the Chairman of the
Board or the President may also be removed at any time, with or without cause,
by either of such officers. Vacancies in such offices, however occurring, may
be filled by the Board of Directors at any meeting of the Board of Directors (or
by appointment by the Chairman of the Board or the President, to the extent
provided in Section 3.1 of these By-Laws).
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Section 3.3. Chairman of the Board. The Chairman of the Board shall
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be the chief executive and principal policy-making officer of the Corporation.
Subject to the authority of the Board of Directors, he shall formulate the major
policies to be pursued in the administration of the Corporation's affairs. He
shall study and make reports and recommendations to the Board of Directors with
respect to major problems and activities of the Corporation and shall see that
the established policies are placed into effect and carried out under the
direction of the President. The Chairman of the Board shall, if present,
preside at all meetings of the shareholders and of the Board of Directors.
Section 3.4. President. Subject to the provisions of Section 3.3,
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the President shall be the chief operating officer of the Corporation, shall
exercise the powers and perform the duties which ordinarily appertain to that
office and shall manage and operate the business and affairs of the Corporation
in conformity with the policies established by the Board of Directors and by the
Chairman of the Board, or as may be provided for in these By-Laws. In
connection with the performance of his duties, he shall keep the Chairman of the
Board fully informed as to all phases of the Corporation's activities. In the
absence of the Chairman of the Board, the President shall preside at meetings of
the shareholders and of the Board of Directors.
Section 3.5. Executive Vice President and Chief Financial Officer.
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The Executive Vice President and Chief Financial Officer shall be the chief
financial officer of the Corporation and shall be responsible for the
Corporation's banking relations, cash management, investments, financing,
including short and long term debt, and capital expenditures and shall also be
the chief accounting officer of the Corporation and be responsible for
maintaining the Corporation's accounting books and records and preparing its
financial statements, all subject to the supervision and direction of the
Chairman of the Board or the President of the Corporation.
Section 3.6. Executive Vice President and General Counsel. The
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Executive Vice President and General Counsel shall be responsible for all of the
legal and administrative affairs and ethics and compliance programs of the
Corporation and shall perform such further duties as the Chairman of the Board
or the President may, from time to time, prescribe or delegate.
Section 3.7. Executive Vice President. The Executive Vice President
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shall be the chief operating officer of the Corporation's Bindley Western Drug
Company division and shall perform such additional duties as are assigned or
delegated to him by the Chairman of the Board or the President.
Section 3.8. Treasurer. The Treasurer shall be responsible for the
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treasury function of the Corporation, including responsibility for the
Corporation's taxes, subject to the supervision and direction of the Executive
Vice President and Chief Financial Officer and shall have and perform such
further powers and duties as the Executive Vice President and Chief Financial
Officer may, from time to time, assign or delegate to him.
Section 3.9. Assistant Treasurer. In the absence or inability of the
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Treasurer, the Assistant Treasurer, if any, shall perform only such duties as
are specifically assigned to him, in
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writing, by the Board of Directors, the Chairman of the Board, the President,
the Executive Vice President and Chief Financial Officer or the Treasurer.
Section 3.10. Secretary. The Secretary shall be the custodian of the
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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 IC 23-1-52-1 (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by IC 23-1-53-3. 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 secretary of a corporation.
Section 3.11. Assistant Secretary. In the absence or inability of
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the Secretary, the Assistant Secretary, if any, shall perform only such duties
as are provided herein or specifically assigned to him, in writing, by the Board
of Directors, the Chairman of the Board, the President or the Secretary.
Section 3.12. Controller. The Controller shall be the assistant
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chief accounting officer and shall assist the Executive Vice President and Chief
Financial Officer in maintaining the Corporation's accounting books and records
and preparing its financial statements, subject to the direction of the
Executive Vice President and Chief Financial Officer.
Section 3.13. Salary. The Board of Directors may, at its discretion,
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from time to time, fix the salary of any officer by resolution included in the
minute book of the Corporation.
ARTICLE IV
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Checks
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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; and in the absence of such
designation, such checks, drafts or other orders for payment shall be signed by
either the President or the Treasurer.
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ARTICLE V
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Loans
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Such of the officers of the Corporation 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 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 notes, 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 VI
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Execution of Documents
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The Chairman of the Board or the President 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.
ARTICLE VII
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Stock
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Section 7.1. Execution. Certificates for shares of the capital stock
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of the Corporation shall be signed by the Chairman of the Board or the President
and by the Secretary 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 7.2. Contents. Each certificate shall state on its face the
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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
of shares and the designation of the series, if any, the certificate represents,
and shall 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 the variations in rights, preferences and limitations determined
for each series (and the authority of the Board of Directors to determine
variations for future series).
Section 7.3. Transfers. Except as otherwise provided by law or by
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resolution of the Board of Directors, transfers of shares of the capital stock
of the Corporation shall be made
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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 7.4. Stock Transfer Records. There shall be entered upon the
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stock 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 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 stock 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 names 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 7.5. Transfer Agents and Registrars. The Board of Directors
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may appoint one or more transfer agents and one or more registrars and may
require each stock certificate to bear the signature of either or both.
Section 7.6. Loss, Destruction, or Mutilation of Certificates. The
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holder of any of the capital stock of the Corporation shall immediately notify
the Corporation of any loss, destruction, or mutilation of the certificate
therefor, and the Board of Directors may, in its discretion, cause to be issued
to him a new certificate or certificates of stock, 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 registrars, if any, against any claim that may be made
against them or any of them with respect to the capital stock 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 7.7. Form of Certificates. The form of the certificates for
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shares of the capital stock of the Corporation shall conform to the requirements
of Section 7.2 of these By-Laws and be in such printed form as shall from time
to time be approved by resolution of the Board of Directors.
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<PAGE>
ARTICLE VIII
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Seal
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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 and
"INDIANA" on the periphery thereof and the word "SEAL" in the center.
ARTICLE IX
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Miscellaneous
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Section 9.1. Indiana Business Corporation Law. The provisions of the
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Indiana Business Corporation law, as amended, applicable to all matters relevant
to, but not specifically covered by, these By-Laws are hereby, by reference,
incorporated in and made a part of these By-Laws.
Section 9.2. Fiscal Year. The fiscal year of the Corporation shall
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end on the 31st of December of each year.
Section 9.3. Election to be Governed by Indiana Code 23-1-43.
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Effective October 23, 1992, the Corporation shall be governed by the provisions
of IC 23-1-43 regarding business combinations.
Section 9.4. Control Share Acquisition Statute. Effective at 12:01
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a.m. on December 2, 2000, the provisions of IC 23-1-42 shall not apply to shares
of the Corporation.
Section 9.5. Redemption of Shares Acquired in Control Share
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Acquisitions. If and whenever the provisions of IC 23-1-42 apply to the
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Corporation, any or all control shares acquired in a control share acquisition
shall be subject to redemption by the Corporation, if either:
(a) no acquiring person statement has been filed with the Corporation
with respect to such control share acquisition in accordance with IC 23-1-
42-6, or
(b) the control shares are not accorded full voting rights by the
Corporation's shareholders as provided in IC 23-1-42-9.
A redemption pursuant to Section 9.5(a) may be made at any time during
the period ending sixty (60) days after the last acquisition of control shares
by the acquiring person. A redemption pursuant to Section 9.5(b) may be made at
any time during the period ending two (2) years after the shareholder vote with
respect to the granting of voting rights to such control shares. Any redemption
pursuant to this Section 9.5 shall be made at the fair value of the control
shares and pursuant to such procedures for such redemption as may be set forth
in these By-Laws or adopted by resolution of the Board of Directors.
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<PAGE>
As used in this Section 9.5, the terms "control shares", "control
share acquisition", "acquiring person statement" and "acquiring person" shall
have the meanings ascribed to such terms in IC 23-1-42.
Section 9.6. Amendments. These By-Laws may be rescinded, changed or
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amended, and provisions hereof may be waived, at any meeting of the Board of
Directors by the affirmative vote of a majority of the entire number of
Directors at the time, except as otherwise required by the Corporation's
Restated Articles of Incorporation or by the Indiana Business Corporation Law.
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