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): May 20, 1999 (May 17, 1999)
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.
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ITEM 5. OTHER EVENTS
On May 17, 1999, the Board of Directors of Illini Corporation (the
"Company") amended and restated the Company's Bylaws.
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
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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: May 19, 1999 By: /s/Burnard K. McHone
-----------------------------------------
Burnard K. McHone
President
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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 May 17, 1999
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TABLE OF CONTENTS
<TABLE>
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Page
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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...........................................................................-3-
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..................................................................................-5-
Section 3.1 General Powers...................................................................-5-
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........................................................................-8-
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 IV OFFICERS...................................................................................-13-
Section 4.1 Number..........................................................................-13-
Section 4.2 Election and Term of Office.....................................................-13-
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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 VI CERTIFICATES 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 VII VOTING OF SECURITIES......................................................................-17-
ARTICLE VIII INDEMNIFICATION..........................................................................-17-
ARTICLE IX FISCAL YEAR................................................................................-20-
ARTICLE X DIVIDENDS...................................................................................-20-
ARTICLE XI SEAL.......................................................................................-20-
ARTICLE XII WAIVER OF NOTICE..........................................................................-21-
ARTICLE XIII AMENDMENTS...............................................................................-21-
</TABLE>
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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 May in each year beginning in 1999, 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, 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.
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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 (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.
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(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.
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;
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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,
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.
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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.
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.
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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.
(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. Nothing contained herein shall restrict the ability of the
shareholders or the Board of Directors to remove a Director as permitted by law.
(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
(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.
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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 on the fourth
Thursday following the annual meeting of shareholders at 5:30 p.m. at the office
of the Corporation, 3200 West Iles Avenue, Springfield, Illinois. The Board of
Directors shall provide, by resolution, the time and place, either within or
without the State of Illinois, for the holding of three (3) additional regular
meetings each year without other notice than such resolution.
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SECTION 3.4 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or by any three
(3) Directors. 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.
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
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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.
(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
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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. The Executive Committee shall also be responsible for reviewing all
litigation pending or threatened by or against the Corporation or its
subsidiaries and, except where settlement of any such litigation will involve an
aggregate expenditure in excess of $1 million, the Executive Committee shall
have authority to authorize settlement or compromise of any such litigation.
Such Executive Committee shall prepare an annual summary of litigation for
presentation to the Board of Directors.
(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
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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) 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. Each member of the Board, excepting officers
and employees of the Corporation or its affiliates receiving salaries, shall
receive an annual retainer for their service on the Board or any Committee
thereof with the amount of such annual retainer to be fixed from time to time by
the Board. Such retainer shall be payable in equal quarterly installments.
Directors shall not be paid additional fees for attendance at meetings of the
Board or Committees.
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
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Directors is sought shall be made in writing (which shall, upon request of the
Nominating 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.
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(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
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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
shareholders and 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
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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
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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
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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,
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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.
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(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
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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.
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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.
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