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TRI-STATE IMPROVEMENT COMPANY
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REGULATIONS
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Adopted by Shareholders, January 22, 1964
Amended by Shareholders, May 2, 1984
Amended by Shareholders, May 6, 1987
Amended by Shareholders, May 3, 1989
Amended by Shareholders, June 16, 1995
Amended by Shareholders, May 8, 1996
Amended by Shareholders, May 28, 1999
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TABLE OF CONTENTS
REGULATIONS
TRI-STATE IMPROVEMENT COMPANY
ARTICLE I
Offices
Page
Section 1. Offices ..................................................1
ARTICLE II
Shareholders' Meetings
Section 1. Annual Meeting ...........................................1
2. Notice of Annual Meeting .................................1
3. Special Meetings .........................................1
4. Notice of Special Meeting.................................1
5. Waiver of Notice..........................................1
6. Quorum....................................................1
7. Voting....................................................2
8. Written Consent of Shareholders in Lieu of Meeting........2
ARTICLE III
Board of Directors
Section 1. Number of Directors, Tenure, Vacancies....................2
2. Annual Organization Meeting...............................3
3. Regular Meetings..........................................3
4. Special Meetings..........................................3
5. Notice of Meetings........................................3
6. Quorum....................................................3
7. Compensation of Directors.................................3
8. Executive Committee.......................................3
9. Other Committees..........................................4
10. Actions of Board..........................................4
ARTICLE IV
Officers
Section 1. Officers..................................................4
2. Subordinate Officers......................................4
3. Chairman of the Board.....................................4
4. Vice Chairman.............................................5
5. Chief Executive Officer...................................5
6. Chief Operating Officer...................................5
7. President.................................................5
8. Vice Presidents...........................................5
9.(a). Secretary.................................................5
(b). Assistant Secretaries.....................................6
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Page
10.(a). Treasurer ................................................6
(b). Assistant Treasurers......................................6
11.(a). Comptroller...............................................6
(b). Assistant Comptrollers....................................6
ARTICLE V
Indemnification of Directors, Officers,
Employees, and Agents
Section 1. Indemnification of Directors, Officers,
Employees, and Agents.....................................7
2. Advances for Litigation Expenses may be Made..............8
3. Indemnification Nonexclusive..............................8
4. Indemnity Insurance.......................................8
5. Payments of Expenses Not Limited..........................9
6. Survival of Indemnification...............................9
ARTICLE VI
Capital Stock
Section 1. Form and Execution of Certificates........................9
2. Transfer of Shares........................................9
3. Closing of Transfer Books or Taking Record
of Shareholders...........................................9
4. Lost Stock Certificates...................................9
ARTICLE VII
Dividends
Section 1. Dividends ...............................................10
ARTICLE VIII
Fiscal Year
Section 1. Fiscal Year .............................................10
ARTICLE IX
Contracts, Checks, Notes, etc.
Section 1. Contracts, Checks, Notes, etc. .........................10
ARTICLE X
Notice and Waiver of Notice
Section 1. Notice and Waiver of Notice .............................11
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Page
ARTICLE XI
Amendment
Section 1. Amendment ...............................................11
iii
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REGULATIONS
OF
TRI-STATE IMPROVEMENT COMPANY
ARTICLE I
Offices
SECTION 1. OFFICES. The location of the Corporation's principal office
shall be in the City of Cincinnati, County of Hamilton, State of Ohio. The
Corporation may, in addition to its principal office in the State of Ohio,
establish and maintain an office or offices elsewhere in Ohio and in such other
states and places as the Board of Directors may from time to time find necessary
or desirable, at which the books, documents and papers of the Corporation may be
kept.
ARTICLE II
Shareholders' Meetings
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders may be
held either within or without the state of Ohio, at such place, time, and date
designated by the Board of Directors, for the election of directors, the
consideration of the reports to be laid before the meeting and the transaction
of such other business as may be brought before the meeting.
SECTION 2. NOTICE OF ANNUAL MEETING. Notice of the annual meeting shall be
given in writing to each shareholder entitled to vote thereat, at such address
as appears on the records of the Corporation at least ten (10) days and not more
than forty-five (45) days prior to the meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time by the Chairman, Vice Chairman, Chief Executive Officer,
Chief Operating Officer, or President, or by a majority of the members of the
Board of Directors acting with or without a meeting or by the persons who hold
in the aggregate twenty-five (25) percent of all the shares outstanding and
entitled to vote thereat, upon notice in writing, stating the time, place and
purpose of the meeting. Business transacted at all special meetings shall be
confined to the objects stated in the call.
SECTION 4. NOTICE OF SPECIAL MEETING. Notice of special meeting, in
writing, stating the time, place and purpose thereof, shall be given to each
shareholder entitled to vote thereat, at least ten (10) days and not more than
forty-five (45) days prior to the meeting.
SECTION 5. WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of shareholders may be waived by the written assent of every shareholder
entitled to notice, filed with or entered upon the records of the meeting,
either before or after the holding thereof.
SECTION 6. QUORUM. The holders of shares entitling them to exercise a
majority of the voting power, present in person or by proxy at any meeting of
the shareholders, unless otherwise specified by law, shall constitute a quorum.
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If, however, at any meeting of the shareholders, a quorum shall fail to
attend in person or by proxy, a majority in interest of the shareholders
attending in person or by proxy at the time and place of such meeting may
adjourn the meeting from time to time without further notice, other than by
announcement at the meeting at which such adjournment is taken, until a quorum
shall be present. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally called.
SECTION 7. VOTING. At each meeting of the shareholders, except as otherwise
provided by statute or the Articles of Incorporation, every holder of record of
stock entitled to vote at such meeting shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such shareholder and
bearing a date not more than eleven (11) months prior to said meeting unless
some other definite period of validity shall be expressly provided therein.
Each shareholder shall have one (1) vote for each share of stock having
voting power, registered in his or her name on the books of the Corporation, at
the date fixed for determination of persons entitled to vote at the meeting or,
if no date has been fixed, then at the date next preceding the day of the
meeting. Cumulative voting shall be permitted only as expressly required by
statute.
At any meeting of shareholders, a list of shareholders entitled to vote,
alphabetically arranged, showing the number and classes of shares held by each
on the date fixed for closing the books against transfers or the record date
fixed as hereinbefore provided shall be produced on the request of any
shareholder, and such list shall be prima facie evidence of the ownership of
shares and of the right of shareholders to vote, when certified by the Secretary
or by the agent of the Corporation having charge of the transfer of shares.
SECTION 8. WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Any action
required or permitted by statute, the Articles of Incorporation of the
Corporation, or these Regulations, to be taken at any annual or special meeting
of shareholders of the Corporation, may be taken without a meeting, without
prior notice, and without a vote, if a written consent in lieu of a meeting,
setting forth the actions so taken, shall be signed by all the shareholders
entitled to vote thereon. Any such written consent may be given by one or any
number of substantially concurrent written instruments of substantially similar
tenor signed by such shareholders, in person or by attorney or proxy duly
appointed in writing, and filed with the records of the Corporation. Any such
written consent shall be effective as of the effective date thereof as specified
therein.
ARTICLE III
Board of Directors
SECTION 1. NUMBER OF DIRECTORS, TENURE, VACANCIES. Except as otherwise
provided by statute, all the corporate powers, business and property of the
Corporation shall be exercised, conducted and controlled by a Board of Directors
(who need not be shareholders) consisting of not less than three (3) persons and
not more than seven (7), the exact number of which may be fixed or changed
either by the affirmative vote of the holders of a majority of the shares
represented and entitled to vote at any meeting of the shareholders called for
the purpose of electing directors, or by the affirmative vote of the majority of
the directors then in office at any stated or special meeting of the Board of
Directors.
The directors shall be elected annually and each director shall continue in
office until the annual meeting held next after his election, and until his
successor shall have been elected and qualified.
Any member of the Board of Directors may resign at any time by giving
written notice to the President or to the Secretary of the Corporation.
All vacancies occurring in the Board of Directors, may be filled by the
remaining directors at any stated or special meeting. A director thus elected to
fill any vacancy shall hold office for the unexpired term of his predecessor and
until his successor is elected and qualifies.
Any director may be removed at any time by the affirmative vote of a
majority of the stock then issued and entitled to vote at a special meeting of
shareholders called for the purpose.
SECTION 2. ANNUAL ORGANIZATION MEETING. Immediately after each annual
election, the newly elected directors may meet forthwith (either within or
without the State of Ohio) for the purpose of organization, the election of
officers and the transaction of other business. If a majority of the directors
be then present no prior notice of such meeting shall be required to be given.
The place and time of such first meeting may, however, be fixed by written
consent of all the directors, or by three (3) days written notice given by the
Secretary of the Corporation.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held at any reasonable time and place (either within or without the State of
Ohio), and upon such notice, as the Board of Directors may from time to time
determine.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman, Vice Chairman, Chief Executive Officer, Chief
Operating Officer, or President, or may be called by the written request of two
(2) members of the Board of Directors.
SECTION 5. NOTICE OF MEETINGS. Notice of meetings shall be given to each
director in accordance with Article X, Section 1, of these Regulations.
SECTION 6. QUORUM. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but a majority of those present at the
time and place of any meeting, although less than a quorum, may adjourn the same
from time to time, without notice, until a quorum be had. The act of a majority
of the directors present at any such meeting, at which a quorum is present shall
be the act of the Board of Directors.
SECTION 7. COMPENSATION OF DIRECTORS. Each director of the Corporation
(other than directors who are salaried officers of the Corporation or any of its
affiliates) shall be entitled to receive as compensation for services such
amounts as may be determined from time to time by the Board of Directors in form
either in fees for attendance at the meeting of the Board of Directors, or by
payment at the rate of a fixed sum per month, or both. The same payment may also
be made to any one other than a director officially called to attend any such
meeting.
SECTION 8. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
adopted by a majority of the whole board, designate annually three (3) or more
of their number, to constitute an Executive Committee, and may delegate to such
committee power to exercise in the intervals between the meetings of the Board
of Directors the powers of the board in the management of the business and
affairs of the Corporation. Each member of the Executive Committee shall
continue to be a member thereof only during the pleasure of a majority of the
whole board.
The Executive Committee may act by a majority of its members at a meeting
or by a writing signed by all of its members.
All action by the Executive Committee shall be reported to the Board of
Directors at its meeting next succeeding such action.
Non-employee members of such Executive Committee shall be entitled to
receive such fees and compensation as the Board of Directors may determine.
SECTION 9. OTHER COMMITTEES. The Board of Directors may also appoint such
other standing or temporary committees from time to time as they may see fit,
delegating to such committees all or any part of their own powers. The members
of such committees shall be entitled to receive such fees as the board may
determine.
SECTION 10. ACTIONS OF BOARD. Unless otherwise provided by the Articles of
Incorporation of the Corporation or these Regulations, any action required or
permitted to be taken at any meeting of the Board of Directors of the
Corporation, or of any committee(s) thereof, may be taken without a meeting, if
all the members of the Board of Directors, or of such committee(s), as the case
may be, consent thereto in writing, and such writing(s) is filed with the
minutes of proceedings of the Board of Directors, or of such committee(s), of
the Corporation. Any such written consent to action of the Board of Directors,
or of such committee(s), shall be effectuated by the signature of the member
lastly consenting thereto in writing, unless the consent otherwise specifies a
prior or subsequent effective date.
ARTICLE IV
Officers
SECTION 1. OFFICERS. The officers of the Corporation shall consist of a
Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a
Treasurer, a Comptroller, and may consist of a Vice Chairman, a Chief Operating
Officer, one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, or one or more Assistant Comptrollers, all of whom
shall be elected by the Board of Directors, and shall hold office for one year
and until their successors are chosen and qualified.
Any two of the offices of Vice President, Secretary and Treasurer may be
combined in one person. All vacancies occurring among any of the above offices
shall be filled by the Board of Directors. Any officer may be removed with or
without cause by the affirmative vote of a majority of the number of Directors
at any meeting of the Board of Directors.
SECTION 2. SUBORDINATE OFFICERS. The Board of Directors may appoint such
other officers and agents with such powers and duties as they shall deem
necessary.
SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a
director and shall preside at all meetings of the Board of Directors and, in the
absence or inability to act of the Chief Executive Officer, meetings of
shareholders and shall, subject to the board's direction and control, be the
board's representative and medium of communication, and shall perform such other
duties as may from time to time be assigned to the Chairman of the Board by the
Board of Directors. The Chairman of the Board shall direct the long-term
strategic planning process of the Corporation and shall also lend his or her
expertise to such other officers as may be requested from time to time by such
officers. The Chairman shall be a member of the Executive Committee.
SECTION 4. THE VICE CHAIRMAN. The Vice Chairman of the Board, if there be
one, shall be a director and shall preside at meetings of the Board of Directors
in the absence or inability to act of the Chairman of the Board or meetings of
shareholders in the absence or inability to act of the Chief Executive Officer
and the Chairman of the Board. The Vice Chairman shall perform such other duties
as may from time to time be assigned to him or her by the Board of Directors.
The Vice Chairman shall be a member of the Executive Committee.
SECTION 5. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be a director and shall preside at all meetings of the shareholders, and, in the
absence or inability to act of the Chairman of the Board and the Vice Chairman,
at all meetings of the Board of Directors. The Chief Executive Officer shall
from time to time report to the Board of Directors all matters within his or her
knowledge which the interests of the Corporation may require be brought to their
notice. The Chief Executive Officer shall be the chairman of the Executive
Committee and ex officio a member of all standing committees.
SECTION 6. THE CHIEF OPERATING OFFICER. The Chief Operating Officer of the
Corporation, if there be one, shall have general and active management and
direction of the affairs of the Corporation, shall have supervision of all
departments and of all officers of the Corporation, shall see that the orders
and resolutions of the Board of Directors and of the Executive Committee are
carried into effect, and shall have the general powers and duties of supervision
and management usually vested in the office of chief operating officer of a
corporation. Unless otherwise provided, all corporate officers and functions
shall report directly to the Chief Operating Officer, if there be one, or, if
not, to the Chief Executive Officer.
SECTION 7. THE PRESIDENT. The President shall have such duties as may be
delegated by the Board of Directors, Chief Executive Officer, or Chief Operating
Officer.
SECTION 8. THE VICE PRESIDENTS. The Vice Presidents shall perform such
duties as the Board of Directors shall from time to time require. In the absence
or incapacity of the President, the Vice President designated by the Board of
Directors or Executive Committee, Chief Executive Officer, Chief Operating
Officer, or President shall exercise the powers and duties of the President.
SECTION 9(a). THE SECRETARY. The Secretary shall attend all meetings of the
Board of Directors, of the Executive Committee and of the shareholders and act
as clerk thereof and record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform like duties for the standing
committees when required.
The Secretary shall see that proper notice is given of all meetings of the
shareholders of the Corporation and of the Board of Directors and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors, Chief Executive Officer, Chief Operating Officer, or President.
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(b) ASSISTANT SECRETARIES. At the request of the Secretary, or in his or
her absence or inability to act, the Assistant Secretary or, if there be more
than one, the Assistant Secretary designated by the Secretary, shall perform the
duties of the Secretary and when so acting shall have all the powers of and be
subject to all the restrictions of the Secretary. The Assistant Secretaries
shall perform such other duties as may from time to time be assigned to them by
the Board of Directors, Chief Executive Officer, Chief Operating Officer,
President, or Secretary.
SECTION 10(a). THE TREASURER. The Treasurer shall be the financial officer
of the Corporation, shall keep full and accurate accounts of all collections,
receipts and disbursements in books belonging to the Corporation, shall deposit
all moneys and other valuables in the name and to the credit of the Corporation,
in such depositories as may be directed by the Board of Directors, shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, Chief Executive Officer, Chief Operating Officer, or President,
taking proper vouchers therefor, and shall render to the Chief Executive
Officer, Chief Operating Officer, or President, and directors at all regular
meetings of the board, or whenever they may require it, and to the annual
meeting of the shareholders, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.
The Treasurer shall also perform such other duties as the Board of
Directors may from time to time require.
If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in a form and in a sum with surety satisfactory to the Board
of Directors for the faithful performance of the duties of his or her office and
the restoration to the Corporation in the case of his or her death, resignation
or removal from office of all books, papers, vouchers, money and other property
of whatever kind in his or her possession belonging to the Corporation.
(b) ASSISTANT TREASURERS. At the request of the Treasurer, or in his or her
absence or inability to act, the Assistant Treasurer or, if there be more than
one, the Assistant Treasurer designated by the Treasurer, shall perform the
duties of the Treasurer and when so acting shall have all the powers of and be
subject to all the restrictions of the Treasurer. The Assistant Treasurers shall
perform such other duties as may from time to time be assigned to them by the
Board of Directors, Chief Executive Officer, Chief Operating Officer, President,
or Treasurer.
SECTION 11(a). THE COMPTROLLER. The Comptroller shall have control over all
accounts and records of the Corporation pertaining to moneys, properties,
materials and supplies. He or she shall have executive direction over the
bookkeeping and accounting departments and shall have general supervision over
the records in all other departments pertaining to moneys, properties, materials
and supplies. He or she shall have such other powers and duties as are incident
to the office of comptroller of a corporation and shall be subject at all times
to the direction and control of the Board of Directors, Chief Executive Officer,
Chief Operating Officer, President, and a Vice President.
(b) ASSISTANT COMPTROLLERS. At the request of the Comptroller, or in his or
her absence or inability to act, the Assistant Comptroller or, if there be more
than one, the Assistant Comptroller designated by the Comptroller, shall perform
the duties of the Comptroller and when so acting shall have all the powers of
and be subject to all the restrictions of the Comptroller. The Assistant
Comptrollers shall perform such other duties as may from time to time be
assigned to them by the Board of Directors, Chief Executive Officer, Chief
Operating Officer, President, or Comptroller.
ARTICLE V
Indemnification of Directors,
Officers, Employees, and Agents
SECTION 1. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS.
(A) The Corporation shall indemnify or agree to 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 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, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
or 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 he reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(B) The Corporation shall indemnify or agree to 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 he 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, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any of the following:
(1) Any claim, issue, or matter as to which such person is adjudged to
be liable for negligence or misconduct in the performance of his duty to
the Corporation unless, and only to the extent that the court of common
pleas, or the court in which such action or suit was brought determines
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 as the court of common pleas or
such other court shall deem proper.
(2) Any action or suit in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Revised Code.
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(C) To the extent that a director, trustee, officer, employee, or agent has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in the foregoing paragraphs of this Article, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(D) Any indemnification under Paragraphs (A) and (B) of Section 1 of this
Article, unless ordered by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, trustee, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in such
Paragraphs (A) and (B). Such determination shall be made as follows: (1) by a
majority vote of a quorum consisting of directors of the indemnifying
Corporation who were not and are not parties to or threatened with any such
action, suit, or proceeding; (2) if the quorum described in (D)(1) of this
Section is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the Corporation or any person to
be indemnified within the past five years; (3) by the shareholders; or (4) by
the court of common pleas or the court in which such action, suit, or proceeding
was brought.
Any determination made by the disinterested directors under (D)(1) of this
Section or by independent legal counsel under (D)(2) of this Section shall be
promptly communicated to the person who threatened or brought the action or suit
by or in the right of the Corporation under (B) of this Section, and within 10
days after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.
SECTION 2. ADVANCES FOR LITIGATION EXPENSES MAY BE MADE. Expenses,
including attorney's fees, incurred by a director, trustee, officer, employee,
or agent in defending any action, suit, or proceeding referred to in Section 1
of this Article, may be paid by the Corporation as they are incurred in advance
of the final disposition of the action, suit, or proceeding as authorized by the
directors in the specific case upon receipt of an undertaking by or on behalf of
the director, trustee, officer, employee, or agent to repay such amount, if it
ultimately is determined that he is not entitled to be indemnified by the
Corporation.
SECTION 3. INDEMNIFICATION NONEXCLUSIVE. The indemnification provided by
this Article shall not be exclusive of and shall be in addition to any other
rights granted to those seeking indemnification under these Regulations, any
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
SECTION 4. INDEMNITY INSURANCE. The Corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit, or self-insurance, on behalf of or for 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, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under this Section. Insurance may
be purchased from or maintained with a person in which the Corporation has a
financial interest.
SECTION 5. PAYMENTS OF EXPENSES NOT LIMITED. The indemnification provided
by Sections 1(A) and (B) of this Article does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to Sections 2, 3, and 4 of this Article. Sections 1(A) and
(B) of this Article do not create any obligation to repay or return payments
made by the Corporation pursuant to Sections 2, 3, or 4 of this Article.
SECTION 6. SURVIVAL OF INDEMNIFICATION. As used in this Article, references
to "Corporation" include all constituent corporations in a consolidation or
merger and the new or surviving corporation, so that any person who is or was a
director, officer, employee, or agent of such a constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
trustee, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this Article with respect to
the new or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
ARTICLE VI
Capital Stock
SECTION 1. FORM AND EXECUTION OF CERTIFICATES. The certificates for shares
of the capital stock of the Corporation shall be of such form and content, not
inconsistent with the law and the Articles of Incorporation, as shall be
approved by the Board of Directors. The certificates shall be signed by (1)
either the Chairman, Chief Executive Officer, President, or a Vice President,
and (2) any one of the following officers: Secretary or Assistant Secretary,
Treasurer or Assistant Treasurer. All certificates shall be consecutively
numbered in each class of shares. The name and address of the person owning the
shares represented thereby, with the number of shares and the date of issue,
shall be entered on the Corporation's books.
SECTION 2. TRANSFER OF SHARES. Transfer of shares shall be made upon the
books of the Corporation or respective Transfer Agents designated to transfer
each class of stock, and before a new certificate is issued the old certificates
shall be surrendered for cancellation.
SECTION 3. CLOSING OF TRANSFER BOOKS OR TAKING RECORD OF SHAREHOLDERS. The
Board of Directors may fix a time not exceeding forty-five (45) days preceding
the date of any meeting of shareholders or any dividend payment date or any date
for the allotment of rights as a record date for the determination of the
shareholders entitled to notice of such meeting or to vote thereat or to receive
such dividends or rights as the case may be; or the Board of Directors may close
the books of the Corporation against transfer of shares during the whole or any
part of such period.
SECTION 4. LOST STOCK CERTIFICATES. In the case of a lost stock
certificate, a new stock certificate may be issued in its place upon proof of
such loss, destruction or mutilation and upon the giving of a satisfactory bond
of indemnity to the Corporation and/or to the transfer agent and registrar of
such stock, if any, in such sum and under such terms as the Board of Directors
may provide.
ARTICLE VII
Dividends
SECTION 1. DIVIDENDS. Dividends may be declared by the Board of Directors
(or the Executive Committee, if there be one and the authority to declare
dividends is delegated to the Executive Committee by the Board of Directors) and
paid in cash, shares, or other property out of the annual net income to the
Corporation or out of its net assets in excess of its capital, computed in
accordance with applicable statute and subject to the conditions and limitations
imposed by the Articles of Incorporation.
No dividends shall be paid to the holders of any class of shares in
violation of the rights of the holders of any other class of shares.
Before payment of any dividends or making distribution of any profits,
there may be set apart out of the excess of assets available for dividends such
sum or sums as the Board of Directors (or Executive Committee, if there be one
and the authority to declare dividends or make distributions is delegated to the
Executive Committee) from time to time in its absolute discretion thinks proper
as a reserve fund for any purpose.
ARTICLE VIII
Fiscal Year
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall begin on
the first day of January and terminate on the thirty-first day of December in
each year.
ARTICLE IX
Contracts, Checks, Notes, etc.
SECTION 1. CONTRACTS, CHECKS, NOTES, ETC. All contracts and agreements
authorized by the Board of Directors and all bonds and notes shall, unless
otherwise directed by the Board of Directors or unless otherwise required by
law, be signed by (1) either the Chairman, Vice Chairman, Chief Executive
Officer, Chief Operating Officer, President, or a Vice President, and (2) any
one of the following officers: Secretary or Assistant Secretary, Treasurer or
Assistant Treasurer. The Board of Directors may by resolution adopted at any
meeting designate officers of the Corporation who may in the name of the
Corporation execute checks, drafts and orders for the payment of money in its
behalf and, in the discretion of the Board of Directors, such officers may be so
authorized to sign such checks singly without necessity for counter-signature.
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ARTICLE X
Notice and Waiver of Notice
SECTION 1. NOTICE AND WAIVER OF NOTICE. Any notice required to be given by
these Regulations to a director or officer may be given in writing, personally
served or through the United States Mail, or by telephone, telegram, cablegram
or radiogram, and such notice shall be deemed to be given at the time when the
same shall be thus transmitted. Any notice required to be given by these
Regulations may be waived by the person entitled to such notice.
ARTICLE XI
Amendment
SECTION 1. AMENDMENT. These Regulations may be amended or repealed at any
meeting of the shareholders of the Corporation by the affirmative vote of the
holders of record of shares entitling them to exercise a majority of the voting
power on such proposal, or, without a meeting, by the written consent of the
holders of record of shares entitling them to exercise a two-thirds majority of
the voting power on such proposal.
