SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 1998
(October 30, 1998)
ILLINI CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 0-13343 37-1135429
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)
Identification No.)
3200 West Iles Avenue, Springfield, Illinois 62707
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: 217-787-5111
Not Applicable
(Former name or former address, if changed since last report.)
Page 1 of 28
The Exhibit Index is on Page 4<PAGE>
ITEM 5. OTHER EVENTS
On October 30, 1998, the Board of Directors of Illini Corporation (the
"Company") amended and restated the Company's Bylaws. Specifically,
Section 3.2 of the Bylaws concerning "Number, Tenure and Qualifications"
and Section 3.14 of the Bylaws concerning "Advance Notice of Nominations
for Directors" were amended and restated.
A copy of the Amended and Restated Bylaws of the Company is attached
hereto as an exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99 Amended and Restated Bylaws of Illini Corporation
Page 2<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 hereunto duly authorized.
ILLINI CORPORATION
Dated: October 30, 1998 By: /s/ BURNARD K. MCHONE
________________________________________
Burnard K. McHone
President
Page 3<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99 Amended and Restated Bylaws of Illini Corporation
Page 4
EXHIBIT 99
AMENDED AND RESTATED
BYLAWS
OF
ILLINI CORPORATION
As Adopted on October 30, 1998
Page 5<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I OFFICES 1
Section 1.1 Principal Office 1
Section 1.2 Registered Office 1
ARTICLE II SHAREHOLDERS 1
Section 2.1 Annual Meeting 1
Section 2.2 Special Meetings 1
Section 2.3 Place of Meeting 1
Section 2.4 Notice of Meetings 2
Section 2.5 Meeting of all Shareholders 2
Section 2.6 Advance Notice of Shareholder Proposals 2
Section 2.7 Fixing of Record Date 3
Section 2.8 Voting Lists 3
Section 2.9 Quorum 4
Section 2.10 Proxies 4
Section 2.11 Voting of Shares 4
Section 2.12 Voting of Shares by Certain Holders 4
Section 2.13 Inspectors 5
Section 2.14 Informal Action by Shareholders 5
Section 2.15 Voting by Ballot 5
ARTICLE III DIRECTORS 6
Section 3.1 General Powers 6
Section 3.2 Number, Tenure and Qualifications 6
Section 3.3 Regular Meeting 7
Section 3.4 Special Meetings 8
Section 3.5 Notice 8
Section 3.6 Quorum 8
Section 3.7 Manner of Acting 8
Section 3.8 Resignations 8
Section 3.9 Vacancies 9
Section 3.10 Informal Action by Directors 9
Section 3.11 Committees 9
Section 3.12 Compensation 11
Section 3.13 Presumption of Assent 11
Section 3.14 Advance Notice of Nominations for Directors 11
ARTICLE IVOFFICERS 13
Section 4.1 Number 13
Section 4.2 Election and Term of Office 13
Page 6<PAGE>
Section 4.3 Removal 14
Section 4.4 Vacancies 14
Section 4.5 Chairman and Vice-Chairman of the Board 14
Section 4.6 President 14
Section 4.7 The Vice Presidents 15
Section 4.8 The Treasurer 15
Section 4.9 The Secretary 15
Section 4.10 Assistant Treasurers and Assistant Secretaries 16
ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS 16
Section 5.1 Contracts 16
Section 5.2 Loans 16
Section 5.3 Checks, Drafts, Etc 16
Section 5.4 Deposits 16
ARTICLE VICERTIFICATES FOR SHARES AND THEIR TRANSFER 16
Section 6.1 Certificates for Shares 16
Section 6.2 Lost Certificates 17
Section 6.3 Transfers of Shares 17
ARTICLE VIIVOTING OF SECURITIES 17
ARTICLE VIIIINDEMNIFICATION 17
ARTICLE IXFISCAL YEAR 20
ARTICLE X DIVIDENDS 20
ARTICLE XISEAL 20
ARTICLE XIIWAIVER OF NOTICE 21
ARTICLE XIIIAMENDMENTS 21
Page 7<PAGE>
BYLAWS
OF
ILLINI CORPORATION
ARTICLE I
OFFICES
Section 1.1 Principal Office. The principal office of the Corporation in
the State of Illinois shall be located in the City of Springfield and County of
Sangamon. The Corporation may have such other offices, either within or
without the State of Illinois, as the business of the Corporation may require
from time to time.
Section 1.2 Registered Office. The registered office of the Corporation
required by the Illinois Business Corporation Act of 1983 to be maintained in
the State of Illinois may be, but need not be, identical with the principal
office in the State of Illinois.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Meeting. The annual meeting of the shareholders shall
be held on the third Thursday in April in each year beginning in 1993, at the
hour of 10:00 a.m., for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of Directors shall
not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as may be convenient.
Section 2.2 Special Meetings. Special meetings of the shareholders may
be called by the President, by the Board of Directors or by the holders of not
less than one-fifth of all the outstanding shares of the Corporation.
Section 2.3 Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called,
Page 8<PAGE>
the place of meeting shall be the registered office of the Corporation in the
State of Illinois, except as otherwise provided in Section , Meeting of all
Shareholders.
Section 2.4 Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the
meeting, or in the case of a merger, consolidation, share exchange, dissolution
or sale, lease or exchange of assets not less than twenty (20) nor more than
sixty (60) days before the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address as it appears
on the records of the Corporation, with postage thereon prepaid. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.
Section 2.5 Meeting of all Shareholders. If all of the shareholders
shall meet at any time and place, either within or without the State of
Illinois, and consent to the holding of a meeting at such time and place, such
meeting shall be valid without call or notice, and at such meeting any
corporate action may be taken.
Section 2.6 Advance Notice of Shareholder Proposals. (a) Business to be
considered by the shareholders shall be brought before an annual meeting
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of the
Corporation who was a shareholder of record at the time of giving of notice
provided for in this Section , who is entitled to vote with respect
thereto and who complies with the notice procedures set forth in this
Section . For business to be properly brought before an annual meeting
by a shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such proposed business must
otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice must be delivered to or mailed to and received by the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the 60th day nor earlier than the close of business on
the 90th day prior to the first anniversary of the preceding year's annual
meeting. In no event shall the public or other announcement of an adjournment
of an annual meeting or the adjournment thereof commence a new time period for
the giving of a shareholder's notice as described above. Such shareholder's
notice to the Secretary shall set forth (i) as to any business the shareholder
proposes to bring before the annual meeting, (A) a brief description of the
business desired to be brought before the annual meeting, (B) the reasons for
conducting such business at the annual meeting, (C) any material interest in
such business of such shareholder and (D) the beneficial owner, if any, on
whose behalf the proposal is made, and (ii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the proposed business
is to be brought, (A) the name and address of such shareholder, as they appear
on the Corporation's books, and the name and address of such beneficial owner
and
Page 9<PAGE>
(B) the class and number of shares of the Corporation's capital stock that are
owned beneficially and of record by such shareholder and such beneficial owner.
(b) At any special meeting of the shareholders, only such business shall
be conducted as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.
(c) Notwithstanding anything in these Bylaws of the Corporation to the
contrary, only such business shall be brought before or conducted at a meeting
of shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section . The officer of the
Corporation or other person presiding over the meeting shall, if the facts so
warrant, determine and declare to the meeting that business was not brought
before the meeting in accordance with the provisions of this Section and,
if such person should so determine, such person shall so declare to the meeting
and any such business so determined not to be properly before the meeting shall
be disregarded.
Section 2.7 Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than sixty (60) days and, for a meeting of shareholders, not less than ten (10)
days, or in the case of a merger, consolidation, share exchange, dissolution or
sale, lease or exchange of assets, not less than twenty (20) days, immediately
preceding the date of such meeting. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, 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, as the
case may be, shall be, the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof.
Section 2.8 Voting Lists. The officer or agent having charge of the
transfer books for shares of the Corporation shall make, within twenty (20)
days after the record date for a meeting of shareholders or ten (10) days
before such meeting, whichever is earlier, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of the shareholder.
For a period of ten (10) days prior to such meeting, such list shall be kept on
file at the registered office of the Corporation and shall be open to
inspection by any shareholder, and to copying at the shareholder's expense, at
any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and may be inspected by any
shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in the State of Illinois, shall be
prima facie evidence as to the shareholders who are entitled to examine such
list, share ledger or transfer book or to vote at any meeting of shareholders.
Page 10<PAGE>
Section 2.9 Quorum. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at
any meeting of shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by the Illinois
Business Corporation Act of 1983, the Articles of Incorporation or these
Bylaws. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the original
meeting. Withdrawal of shareholders from any meeting shall not cause failure
of a duly constituted quorum at that meeting.
Section 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 eleven months from the date of its execution, unless otherwise provided
in the proxy.
Section 2.11 Voting of Shares. Unless otherwise provided in the Articles
of Incorporation, each outstanding share shall be entitled to one (1) vote upon
each matter submitted to vote at a meeting of shareholders, and in all
elections for directors, every shareholder shall have the right to vote the
number of shares owned by such shareholder for as many persons as there are
directors to be elected, or to cumulate such votes and give one candidate as
many votes as shall equal the number of directors multiplied by the number of
such shares or to distribute such cumulative votes in any proportion among any
number of candidates.
Section 2.12 Voting of Shares by Certain Holders. Shares of the
Corporation held by the Corporation in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares entitled
to vote at any given time.
Shares registered in the name of another corporation, domestic or foreign,
may be voted by any officer, agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation. The Corporation may treat the president and other person holding
the position of chief executive officer of such other corporation as authorized
to vote such shares, together with any other person indicated and any other
holder of any office indicated by the corporate shareholder to the corporation
as a person or an officer authorized to vote such shares. Such persons and
officers indicated shall be registered by the Corporation on the transfer books
for shares and included in any voting list prepared in accordance with
Section , Voting Lists, of these Bylaws.
Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator,
Page 11<PAGE>
executor, or court appointed guardian, either in person or by proxy, without a
transfer of such shares into the name of such administrator, executor, or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed. A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Section 2.13 Inspectors. At any meeting of shareholders, the chairperson
of the meeting may, or upon the request of any shareholder shall, appoint one
or more persons as inspectors for such meeting. Such inspectors shall
ascertain and report the number of shares represented at the meeting based upon
their determination of the validity and effect of proxies, count all votes and
report the results, and do such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or by a
majority of the inspectors if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall
be the report of the inspectors. The report of the inspector or inspectors on
the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.
Section 2.14 Informal Action by Shareholders. Unless otherwise provided
in the Articles of Incorporation or Section 12.10 of the Illinois Business
Corporation Act of 1983, any action required to be taken at any annual or
special meeting of the shareholders, or any other action which may be taken at
a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed (a) by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voting or (b) by all of the shareholders entitled to vote with respect to
the subject matter thereof. If such consent is signed by less than all of the
shareholders entitled to vote, then such consent shall become effective only if
at least five days prior to the execution of the consent a notice in writing is
delivered to all the shareholders entitled to vote with respect to the subject
matter thereof and, after the effective date of the consent, prompt notice of
the taking of the corporation action without a meeting by less than unanimous
written consent shall be delivered in writing to those shareholders who have
not consented in writing.
Section 2.15 Voting by Ballot. Voting on any question or in any election
may be by voice unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
Page 12<PAGE>
ARTICLE III
DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction its Board of Directors.
Section 3.2 Number, Tenure and Qualifications. (a) The number of
Directors of the Corporation shall be not less than nine (9) nor more than
fourteen (14), with the exact number of directors to be fixed from time to time
pursuant to a resolution adopted by a majority of the Board of Directors then
in office. No amendment or change of these Bylaws shall act to change the
election of or term of or class of any member of the Board of Directors who is
properly elected and serving at the time of such amendment or change.
(b) The Board of Directors of the Corporation shall be divided into three
classes, the classes to be as nearly equal in number as possible. The class of
each member of the first Board of Directors shall be designated by resolution
of the incorporators. At each annual meeting of shareholders, directors chosen
to succeed those whose terms expire shall be elected for a term expiring at the
third succeeding annual meeting of shareholders following their election so
that the term of office of one class of directors shall expire in each year.
(c) In order to be eligible for nomination, election, appointment or
service as a member of the Board of Directors, an individual must meet the
following qualifications:
(i)Directors must be at least twenty-one years of age;
(ii)Directors need not be residents of Illinois;
(iii)Directors must be shareholders of Illini Corporation;
(iv)Directors must meet any and all qualifications established
for
Directors of bank holding companies and banks by the Federal
Reserve Board, Federal Deposit Insurance Corporation, Illinois
Office of Banks and Real Estate, or any other Federal or State
Banking Agency having regulatory authority over or concerning
Illini Corporation or any of its subsidiaries;
(v)Directors shall not be a principal, officer, director or
employee of any corporation, unincorporated association or
partnership, primarily engaged in the issue, underwriting,
public sale or distribution at wholesale or retail, of stocks,
bonds or other similar securities;
(vi)Directors shall not be officers, directors or employees of
any
depository institution or depository institution holding company
other than the corporation or its subsidiary, or other
institutions or companies in which the corporation may own
stock: and
Page 13<PAGE>
(vii)Directors shall not be persons who have been removed or
disqualified by operation of law or regulation from being
or serving as a shareholder, director, officer or employee
of an insured financial institution.
In managing the business and affairs of the Corporation, the
Board of
Directors oversees the practices and conditions of the Corporation's affiliate
financial institutions to assure that they engage in safe and sound practices
and that they remain in a safe and sound condition and that they operate in
accordance with applicable laws and regulations all in order to maintain public
confidence and protect the public interest and the interest of depositors,
creditors and shareholders. Therefore, in addition to the foregoing
qualifications, in order for any nominee to be eligible to be elected to or to
serve on the Board of Directors, the nominee must have a history of conducting
his or her own personal and business affairs in a safe and sound manner, in a
safe and sound condition, in accordance with applicable laws and regulations,
and without substantial conflicts of interests. Prior to their nomination, all
potential director nominees shall complete under oath a director qualification,
eligibility and disclosure questionnaire, as shall be approved by the Board of
Directors (hereafter "Director Qualification, Eligibility and Disclosure
Questionnaire"), which Director Qualification, Eligibility and Disclosure
Questionnaire shall be reviewed by the Nominating Committee to determine
whether each such nominee is eligible to serve pursuant to the foregoing
criteria. The Nominating Committee shall, within thirty (30) days after
receipt by the Secretary of the Corporation of a shareholder's notice of intent
to make a nomination for election of directors satisfying the requirements of
Section hereof, determine whether the proposed nominee is qualified to
serve, and, within such period, the Secretary of the Corporation shall mail
written notice of the Committee's determination to the proposing shareholder.
In the event that the Committee determines that any such nominee is not
qualified to serve, the Secretary's notice to the shareholder shall contain a
brief description of the reasons for the Committee's decision and the
shareholder shall have ten (10) days from the date the Secretary's notice was
mailed to deliver personally to or otherwise cause the Secretary to receive
either: (i) a request that the Board of Directors of the Corporation reverse
the Committee's decision (with a statement detailing the reasons why the Board
of Directors should take such action); or (ii) a notice of the shareholder's
intent to propose an alternative nominee (any such notice shall include all of
the information required by Section hereof). The Board of Directors shall
consider any such request for reversal of the Committee's decision at the first
regularly scheduled meeting of the Board of Directors following the date on
which the shareholder's request for such action is received by the Secretary.
The Secretary shall mail written notice to the shareholder of the Board of
Directors' decision concerning any such request within five (5) days after the
date of the Board of Directors meeting at which such request was considered.
The Secretary shall mail written notice to the shareholder of the Committee's
decision concerning the eligibility to serve of any such alternative nominee
within ten (10) days after the Secretary's receipt of a shareholder's notice of
intent to propose an alternative nominee. All determinations as to eligibility
to serve made by the Nominating Committee, unless reversed by the Board of
Directors as provided herein, shall be binding and conclusive.
Section 3.3 Regular Meeting. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after, and at
the same place as, the annual
Page 14<PAGE>
meeting of shareholders. The Board of Directors may provide, by resolution,
the time and place, either within or without the State of Illinois, for the
holding of additional regular meetings without other notice than such
resolution.
Section 3.4 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any Director. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Illinois, as the place
for holding any special meeting of the Board of Directors called by them.
Section 3.5 Notice. Notice of any special meeting of the Board of
Directors shall be given at least two (2) days before the meeting or within
such shorter period before the meeting as the person or persons calling such
meeting deem appropriate in the circumstances. Such notice shall be delivered
to each director personally, by mail to each director at his or her business
address, by telegram, by telephone or by facsimile. 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.
Section 3.6 Quorum. Unless otherwise provided in the Articles of
Incorporation, a majority of the number of Directors fixed by these Bylaws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, provided, that if less than a majority of such number of
Directors are present at said meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice. Unless
specifically prohibited by the Articles of Incorporation, members of the Board
of Directors or of any committee of the Board of Directors may participate in
and act at any meeting of such board or committee through the use of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in
such meeting shall constitute attendance and presence in person at the meeting
of the person or persons so participating.
Section 3.7 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 the act of a greater number is required by statute, these
Bylaws or the Articles of Incorporation.
Section 3.8 Resignations. A Director may resign at any time by giving
written notice to the Board of Directors, its Chairperson, if any, or to the
President or Secretary of the Corporation. A resignation shall be effective
when the notice is given unless the notice specifies a future date. Acceptance
of such resignation shall not be necessary to make it effective. The pending
vacancy may be filled before the effective date, but the successor shall not
take office until the effective date.
Page 15<PAGE>
Section 3.9 Vacancies. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
Directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose or by appointment by a majority
vote of the Directors then in office, though less than quorum. A Director
elected by shareholders to fill a vacancy shall hold office for the balance of
the term for which he or she is elected. A Director appointed by the Board of
Directors to fill a vacancy shall serve until the next meeting of shareholders
at which Directors are to be elected.
Section 3.10 Informal Action by Directors. Unless specifically
prohibited by the Articles of Incorporation or by other provisions of these
Bylaws, any action required to be taken at a meeting of the Board of Directors,
or any other action which may be taken at a meeting of the Board of Directors,
or of any committee thereof, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
Directors entitled to vote with respect to the subject matter thereof, or by
all the members of such committee, as the case may be. Any such consent signed
by all the Directors or all the members of the committee shall have the same
effect as a unanimous vote, and may be stated as such in any document filed
with the Secretary of State of the State of Illinois or with anyone else.
Section 3.11 Committees. (a) A majority of the Directors fixed by these
Bylaws may, by resolution, create one or more committees and appoint members of
the Board to serve on any one or more of such committees. Each committee shall
have two (2) or more members who shall serve at the pleasure of the Board. A
majority of any committee shall constitute a quorum and a majority of a quorum
is necessary for committee action. Each committee, to the extent provided by
the Board of Directors in such resolution, shall have and exercise all of the
authority of the Board of Directors in the management of the Corporation,
except that a committee may not authorize distributions; approve or recommend
to shareholders any act required by statute to be approved by shareholders;
fill vacancies on the Board or on any of its committees; elect or remove
officers or fix the compensation of any member of the committee; adopt, amend
or repeal the Bylaws; approve a plan of merger not requiring shareholder
approval; authorize or approve the reacquisition of shares, except according to
a general formula or method prescribed by the Board; authorize or approve the
issuance or sale, or contract for sale, of shares or determine the designation
and relative rights, preferences, and limitations of a series of shares, except
that the Board may direct a committee to fix the specific terms of issuance or
sale or contract for sale or the number of shares to be allocated to particular
employees under an employee benefit plan; or amend, alter, repeal, or take
action inconsistent with any resolution or action of the Board of Directors
when the resolution or action of the Board of Directors provides by its terms
that it shall not be amended, altered or repealed by action of a committee.
Vacancies in the membership of any committee shall be filled by the Board of
Directors. Each committee shall keep regular minutes of its proceedings and
report the same to the Board when required. A committee may act by unanimous
consent in writing without a meeting and, subject to action by the Board of
Directors, each committee, by a majority vote of its members, shall determine
the time and place of meetings and the notice therefor.
Page 16<PAGE>
(b) The Board of Directors shall establish, as permanent or standing
committees, an Executive Committee, an Audit Committee, a Compensation
Committee and a Nominating Committee. Other standing and ad hoc committees may
be established by the Board of Directors in the normal course of business. The
Chairman of the Board of the Corporation shall be an ex officio member of all
committees. Except for the Audit Committee, the President of the Corporation
will also be an ex officio member of all committees.
(c) The Executive Committee shall be composed of the Chairman of the
Board, the President, and at least one other director who is not an active
officer at the time of his appointment, and shall be appointed at the
Corporation's annual organizational meeting. The Executive Committee shall
have the authority to function as the management of the Corporation (subject to
subsection (a) above) and is empowered to act directly on behalf of the Board
of Directors during interim periods between Board of Directors' meetings and
during emergencies.
(d) The Audit Committee shall be composed of members of the Board of
Directors appointed by the Board at its annual organizational meeting. The
membership of the Audit Committee so appointed or otherwise designated by the
Board shall be comprised of members none of whom may be an officer or employee
of the Corporation or any of its subsidiaries and all of whom shall, in the
opinion of the Board of Directors, be free from any relationship which would
interfere with the exercise of their independent judgment in exercising their
duty as a member of the Committee. This Committee shall review and make
recommendations to the Board of Directors with respect to the following matters
as they relate to the Corporation and its subsidiaries: (1) the engagement or
re-engagement of an independent accounting firm to perform audits and report on
the Corporation's financial statements and provide other audit related
services; (2) the engagement of an independent accounting firm to provide
non-audit services; (3) the accounting policies, procedures, and principles
adopted or continued by the operating management of the Corporation which will
conform to the required accounting standards; (4) the adequate implementation
of the internal audit function, including a general audit plan, and the
competence of the personnel engaged in such function; (5) the procedures to
provide and encourage access to the Committee, and to require such access by a
duly authorized representative of the independent accounting firms retained;
(6) to determine at least quarterly the adequacy of the Corporation's or
subsidiaries' separate or consolidated allowance for loan losses, including any
other valuation accounts which may become required by banking regulations; and
(7) the conduct of such investigations relating to financial affairs, records,
accounts and reports as the Committee may deem desirable from time to time, or
as the Board of Directors requests. This Committee shall also employ such
experts as deemed necessary in its judgment to perform its duties and satisfy
its responsibilities.
(e) The Compensation Committee shall be composed of members who are
appointed annually at the annual organizational meeting and shall include the
Chairman of the Board, the President, and at least one other director who is
not an active officer of the Corporation or a subsidiary thereof. This
Committee shall have sole responsibility for any matters directly or indirectly
related to compensation of employees of the Corporation or its subsidiaries
(including the number of positions created or existing, job descriptions,
annual raises and salary ranges)
Page 17<PAGE>
employee benefits, and general personnel policies and related issues.
Notwithstanding the membership stated above, any serving member of the
Committee who is an active officer in any capacity whatsoever, including the
President, shall abstain from voting on any compensation issue or question in
which that person has an economic conflict of interest however direct or
indirect that interest might be.
(f) The Nominating Committee shall be composed of members of the Board of
Directors appointed by the Board at its annual organizational meeting. The
duties of the Nominating Committee are to: nominate individuals to stand for
election to the Board of Directors of the Corporation, which nomination shall
be subject to approval of the Board of Directors; recommend procedures for the
orderly and fair nomination and election of Directors (subject to Section
below), which procedures are subject to approval of the Board of Directors; and
review and evaluate the qualifications of and eligibility of any and all
nominees for election to the Board regardless of how such nominee is nominated.
Section 3.12 Compensation. The Board of Directors, by the affirmative
vote of a majority of Directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to establish
reasonable compensation of all Directors for services to the Corporation as
Directors, officers or otherwise. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board. No such payment previously mentioned in this Section shall preclude
any Director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 3.13 Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file a written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or
forward such dissent by registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Section 3.14 Advance Notice of Nominations for Directors.
(a) Nominations of persons for election to the Board of Directors shall be
brought before an annual meeting (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii) by any
shareholder of the Corporation who was a shareholder of record at the time of
giving of notice provided for in this Section , who is entitled to vote
with respect thereto and who complies with the notice procedures set forth in
this Section . Nominations by the Board of Directors to fill any vacancy,
or for election to the Board for which proxies will be solicited by the Board,
shall be made by the Board after consideration of recommendations of the
Nominating Committee of the Board. In order to facilitate that Committee's
review, recommendations to the Board of Directors by any shareholder for the
nomination for election as director of any one or more persons for which
written proxy solicitation by the Board of Directors is sought shall be made in
writing (which shall, upon request of the Nominating
Page 18<PAGE>
Committee, include a Director Qualification, Eligibility and Disclosure
Questionnaire completed by the proposed nominee) and be delivered or mailed to
the Secretary of the Corporation not later than the close of business on
January 31 of the year in which the nomination is proposed. For nominations to
be properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to or
mailed to and received by the Secretary at the principal executive offices of
the Corporation not later than the close of business on the 60th day nor
earlier than the close of business on the 90th day prior to the first
anniversary of the preceding year's annual meeting. In no event shall the
public or other announcement of an adjournment of an annual meeting or the
adjournment thereof commence a new time period for the giving of a
shareholder's notice as described above. Such shareholder's notice to the
Secretary shall contain a representation that: (i) the shareholder is, and
will be on the record date, a beneficial owner or a holder of record of stock
of the Corporation entitled to vote at such meeting; (ii) the shareholder has,
and will have on the record date, full voting power with respect to such
shares; and (iii) the shareholder intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice.
Additionally, each such notice shall include: (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 description of all arrangements or understandings between
the shareholder and each proposed nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder; (c) the number and kinds of securities of
the Corporation held beneficially or of record by each proposed nominee; (d)
such other information regarding each proposed nominee as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission for the initial election of such proposed
nominee for director (including such person's written consent to be named in
the proxy statement as a nominee); (e) the consent of each proposed nominee to
serve as a director if so elected; and (f) a completed Director Qualification,
Eligibility and Disclosure Questionnaire. Any such notice of shareholder's
intent, and any nomination based thereon, which is not fully in compliance with
the requirements of this Section , or which contains any information which
is false or misleading, shall be void and of no effect.
Notwithstanding anything in the fifth sentence of the preceding paragraph
of this Section to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public disclosure by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting,
a shareholder's notice required by this Section shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to or mailed to and received by the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which such public
disclosure is first made by the Corporation.
Page 19<PAGE>
(b) Nominations of persons for election to the Board of Directors of the
Corporation may be made at a special meeting of shareholders at which Directors
are to be elected (i) pursuant to the Corporation's notice of meeting (ii) by
or at the direction of the Board of Directors or, (iii) provided that the Board
of Directors has determined that Directors shall be elected at such special
meeting, by any shareholder of the Corporation who is a shareholder of record
at the time of the giving of notice provided for in this Section , who is
entitled to vote for the election of Directors at the meeting and who complies
with the notice procedures set forth in this Section . In the event the
Corporation calls a special meeting of shareholders for the purpose of electing
one or more Directors to the Board, any such shareholder may nominate a person
or persons (as the case may be) for election to such position(s) as specified
in the Corporation's notice of meeting if the shareholder's notice required by
Section shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 14th day
following (i) the date on which public disclosure of the date of such meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting is first made by the Corporation or (ii) the date on which notice of
such meeting is mailed to the shareholders, whichever is earlier; provided,
however, that if such public disclosure is not made by the Corporation or
notice of such meeting is not mailed to the shareholders more than 21 days
before the date of such special meeting, the shareholder's notice required by
Section shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 7th day
following the date on which such public disclosure is first made by the
Corporation or notice of such meeting is mailed to the shareholders, whichever
is earlier. In no event shall the public or other announcement of an
adjournment of a special meeting or the adjournment thereof commence a new time
period for the giving of a shareholder's notice as described above.
(c) Notwithstanding anything in the Bylaws to the contrary, only such
persons who are nominated in accordance with the procedures set forth in this
Section shall be eligible for election as Directors. The officer of the
Corporation or other person presiding over the meeting shall, if the facts so
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section and, if such person should
so determine, such person shall so declare to the meeting and any such
defective nomination shall be disregarded.
ARTICLE IV
OFFICERS
Section 4.1 Number. The officers of the Corporation shall be a Chairman
of the Board, a Vice-Chairman, a President, a Treasurer, and a Secretary, and
such Vice Presidents, Assistant Treasurers, Assistant Secretaries or other
officers as may be elected or appointed by the Board of Directors. Any two (2)
or more offices may be held by the same person.
Section 4.2 Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such
Page 20<PAGE>
meeting, such election shall be held as soon thereafter as may be convenient.
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
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any officer may resign at any time by giving notice to the
Board of Directors or to the President or the Secretary. A resignation of an
officer need not be accepted in order to be effective.
Section 4.3 Removal. Any officer or agent 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.
Section 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.
Section 4.5 Chairman and Vice-Chairman of the Board. (a) The Chairman of
the Board shall preside at all annual, regular and special meetings of the
Board of Directors. He may sign, with the President or any other proper
officer of the Corporation thereunto authorized by the Board of Directors,
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 Bylaws to some other
officer, or shall be required by law to be otherwise signed or executed; and in
general shall perform all duties incident to the office of Chairman of the
Board and such other duties as may be prescribed by the Board of Directors from
time to time. The Chairman of the Board is the senior corporate officer of the
Corporation and all other officers are subordinate.
(b) The Vice-Chairman shall serve as Chairman and perform those duties as
enumerated thereunder provided the duly elected and serving Chairman is absent
for known reasons, or at the direction of the Chairman, or upon the event the
Chairman is temporarily incapable of serving due to health, and upon the
condition that the latter circumstance is acknowledged in the corporate minutes
by a majority of the Board of Directors.
Section 4.6 President. The President shall be the principal executive
officer of the Corporation and shall, in general, supervise and control all of
the business and affairs of the Corporation. In the absence of the Chairman of
the Board and the Vice-Chairman, the President shall preside at all meetings of
the shareholders and of the Board of Directors. The President may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation and any deeds, mortgages, bond, 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 Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed,
and in general, shall perform
Page 21<PAGE>
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors.
Section 4.7 The Vice Presidents. The Vice President (or in the event
there be more than one Vice President, each of the Vice Presidents) shall
assist the President in the discharge of the President's duties as the
President may direct and shall perform such other duties as from time to time
may be assigned by the President or by the Board of Directors. In the absence
of the President or in the event of the President's inability or refusal to
act, the Vice President (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Board of Directors, or by
the President if the Board of Directors has not made such a designation, or in
the absence of any designation, then in the order of seniority of tenure as
Vice President) 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. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of Directors
or these Bylaws, the Vice President (or each of them if there are more than
one) may execute for the Corporation certificates for its shares and any
contracts, deeds, mortgages, bonds or other instruments which the Board of
Directors has authorized to be executed, and the Vice President may accomplish
such execution either under or without the seal of the Corporation and either
individually or with the Secretary, any Assistant Secretary, or any other
officer thereunto authorized by the Board of Directors, according to the
requirements of the form of the instrument.
Section 4.8 The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
The Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Section , Deposits, of these Bylaws; and (c) 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 President or by the
Board of Directors.
Section 4.9 The Secretary. The Secretary shall: (a) keep the minutes of
the meetings of the shareholders, the Board of Directors and committee of
Directors, in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed to all
certificates for shares prior to the issue thereof and to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these Bylaws; (d) keep a
register of the post-office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) sign with the President, or
a Vice President, certificates for shares of the Corporation, the issue of
which shall have been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the
Page 22<PAGE>
Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
President or by the Board of Directors.
Section 4.10 Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine. The Assistant
Secretaries as thereunto authorized by the Board of Directors may sign with the
President or a Vice President certificates for shares of the Corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers and Assistant Secretaries, in general,
shall perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President or the Board of Directors.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 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.
Section 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, 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.
Section 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 or other depositaries as the Board of Directors
may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Certificates for Shares. The issued shares of the
Corporation shall be represented by certificates or shall be uncertificated
shares. The certificates shall be in such form as shall be determined by the
Board of Directors, and shall be numbered and entered in the books of the
Corporation as they are issued. Each certificate shall exhibit the registered
holder's name and the number and class of shares, and the designation of any
series, that it evidences, shall set forth such other statements as may be
required by statute, and shall be signed by the chief executive officer or a
vice president and by the treasurer or an assistant treasurer or by the
secretary or an assistant secretary, any or all of whose signatures may be
Page 23<PAGE>
facsimile if such certificate is countersigned by a transfer agent or
registered by a registrar. In case any one (1) or more of the officers who
have signed or whose facsimile signatures appear on any such certificate shall
cease to be such officer or officers of the Corporation, or an officer of the
transfer agent or registrar, before such certificate is issued and delivered,
it may nonetheless be issued and delivered with the same effect as if such
officer or officers had continued in office.
Section 6.2 Lost Certificates. If a certificate representing shares has
allegedly been lost or destroyed, the Board of Directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.
Section 6.3 Transfers of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.
ARTICLE VII
VOTING OF SECURITIES
The President shall have full authority, in the name and on behalf of the
Corporation, to attend, act and vote at any meeting of security holders of any
corporation in which the Corporation may hold securities, and at any such
meeting shall possess and may exercise any and all rights and powers incident
to the ownership of such securities and which, as the holder thereof, the
Corporation might possess and exercise if personally present, and may exercise
such power and authority through the execution of proxies or may delegate such
power and authority to any other officer, agent or employee of this
Corporation.
ARTICLE VIII
INDEMNIFICATION
(a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he or she is or was a director or officer of the
Corporation or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if such person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
Page 24<PAGE>
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, that the person had reasonable cause to believe
that his or her conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation,
provided that no indemnification shall be made with respect to any claim, issue
or matter as to which such person has been adjudged to have been liable to the
Corporation unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
(c) The Corporation may indemnify any person who is or was an employee or
agent of the Corporation, or is or was an employee or agent of the Corporation
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise to the extent and under the circumstances provided by subsections
(a) and (b) of this Article VIII with respect to a person who is or was a
director or officer of the Corporation. To the extent that an employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a), (b)
and (c) of this Article , or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
(d) Any indemnification under subsections (a), (b) and (c) of this
Article (unless ordered by the court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth therein. Such determination shall be made (i) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or
even if obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (iii) by the shareholders.
Page 25<PAGE>
(e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article . Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
(g) The Corporation may purchase and maintain insurance on behalf of any
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 or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article .
(h) If the Corporation has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
(i) For purposes of this Article , references to "the Corporation"
shall include, in addition to the resulting corporation, any merging
corporation (including any entity having merged with a merging corporation)
absorbed in a merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer, employee or agent
of such merging corporation, or is or was serving at the request of such
merging corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he or she would have with respect to
such merging corporation if its separate existence had continued.
(j) For purposes of this Article , references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of
Page 26<PAGE>
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article .
(k) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of that person.
(l) The provisions of this Article shall be deemed to be a contract
between the Corporation and each person who serves as such officer or director
in any such capacity at any time while this Article and the relevant
provisions of the Illinois Business Corporation Act or other applicable laws,
if any, are in effect, and any repeal or modification of any such law or of
this Article shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought or threatened based in whole or
in part upon any such state of facts."
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
in each year and end on the last day of December in each year.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and the Articles of Incorporation.
ARTICLE XI
SEAL
The Corporation may have, but shall not be required to have, a corporate
seal as shall be determined by the Secretary of the Corporation in the
Secretary's discretion. If a corporate seal is obtained, the seal shall
contain the name of the Corporation and the words "Corporate Seal, Illinois",
and the use thereof shall be determined from time to time by the officer or
officers executing and delivering instruments on behalf of the Corporation,
provided that the affixing of a corporate seal to an instrument shall not give
the instrument additional force or effect or change the construction thereof.
The seal, if any, may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
Page 27<PAGE>
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these Bylaws or under the provisions of the Articles of Incorporation or
under the provisions of the Illinois Business Corporation Act of 1983, 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 deemed equivalent to
the giving of such notice. Attendance by a person at any meeting shall
constitute waiver of notice thereof unless at the meeting such person objects
to the holding of the meeting because proper notice was not given.
ARTICLE XIII
AMENDMENTS
Unless otherwise provided in the Articles of Incorporation, these Bylaws
may be ]made, altered, amended or repealed by the shareholders or the Board of
Directors.
Page 28
