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THE UNION LIGHT, HEAT AND POWER COMPANY
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BY-LAWS
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ADOPTED BY SHAREHOLDERS, APRIL 27, 1948
AMENDED BY BOARD OF DIRECTORS, MAY 3, 1950
AMENDED BY SHAREHOLDERS, MAY 2, 1984
AMENDED BY SHAREHOLDERS, MAY 3, 1989
AMENDED BY SHAREHOLDERS, JUNE 16, 1995
AMENDED BY SHAREHOLDERS, MAY 8, 1996
AMENDED EFFECTIVE JULY 24, 1997
AMENDED BY SHAREHOLDERS, MAY 26, 1999
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TABLE OF CONTENTS
BY-LAWS
THE UNION LIGHT, HEAT AND POWER 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
i
Page
8. Vice Presidents....................................5
9.(a). Secretary..........................................5
9.(b). Assistant Secretaries..............................6
10.(a). Treasurer..........................................6
10.(b). Assistant Treasurers...............................6
11.(a). Comptroller........................................6
11.(b). Assistant Comptrollers.............................6
ARTICLE V
Indemnification of Directors, Officers,
Employees, and Agents
Section 1. Definitions........................................7
2. Indemnification....................................8
3. Mandatory Indemnification..........................8
4. Advance for Expenses...............................9
5. Determination and Authorization
of Indemnification.................................9
6. Indemnification of Officers,
Employees, and Agents..............................10
7. Insurance..........................................10
8. Application of this Article........................10
ARTICLE VI
Capital Stock
Section 1. Form and Execution of Certificates.................11
2. Transfer of Shares.................................11
3. Appointment of Transfer Agents and Registrars......11
4. Closing of Transfer Books or Taking Record
of Shareholders....................................11
5. Lost Stock Certificates............................11
ARTICLE VII
Dividends
Section 1. Dividends..........................................12
ARTICLE VIII
Fiscal Year
Section 1. Fiscal Year........................................12
ii
Page
ARTICLE IX
Contracts, Checks, Notes, etc.
Section 1. Contracts, Checks, Notes, etc......................12
ARTICLE X
Notice and Waiver of Notice
Section 1. Notice and Waiver of Notice........................13
ARTICLE XI
Corporate Seal
Section 1. Corporate Seal.....................................13
ARTICLE XII
Amendment
Section 1. Amendment..........................................13
iii
BY-LAWS
OF
THE UNION LIGHT, HEAT AND POWER COMPANY
ARTICLE I
OFFICES
SECTION 1. OFFICES. The registered office of the Corporation shall be
located in the City of Louisville, Jefferson County, Commonwealth of Kentucky.
The Corporation may establish branch offices and conduct and carry on business
at such other places within or without the Commonwealth of Kentucky as the Board
of Directors may from time to time fix or designate, and any business conducted
or carried on at such other place or places shall be as binding and effectual as
if transacted at the registered office of the Corporation.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders may be
held either within or without the Commonwealth of Kentucky, 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 MEETINIG. 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 (40) 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 one-fifth 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 a special meeting, in
writing, stating the time, place and purpose thereof, shall be given to each
shareholder entitled to vote thereat, not less than ten (10) nor more than
thirty-five (35) days after the receipt of said request.
SECTION 5. Waiver of Notice. Notice of any shareholders' meeting may be
waived in writing by any shareholder at any time before or after the meeting.
SECTION 6. Quorum. At any meeting of the shareholders, the holders of a
majority of the shares of stock of the Corporation, issued and outstanding, and
entitled to vote, present in person or by proxy, shall constitute a quorum for
all purposes, unless otherwise specified by law or the Articles of
Incorporation.
If, however, such majority shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote, present in
person or by proxy, shall have power to adjourn the meeting from time to time
without further notice, other than by announcement at the meeting, until the
requisite amount of voting stock 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 any meeting of the shareholders, every shareholder
having the right to vote 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 of the meeting. Cumulative voting
shall be permitted only as expressly required by statute.
A complete list of shareholders entitled to vote at the shareholders'
meetings, arranged in alphabetical order, with the address and the number of
voting shares held by each, 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 Restated Articles of Incorporation of the
Corporation, or these By-Laws, 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. The business and affairs
of the C0rporation shall be managed 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 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; provided,
however, that the board may be subject to certain limitations as expressly
provided for under and pursuant to Kentucky Revised Statutes I271B.8-030(2), or
such similar successor governing statute. Directors shall be elected annually by
the shareholders at the annual meeting, and each director shall hold office
until his successor shall have been elected and qualified. Any director may
resign at any time. Vacancies occurring in the Board of Directors shall be
filled by the remaining members of the board. 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 xxxxxxxxx (either within or
without the State of Kentucky) 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 such time and place (either within or without the State of Kentucky),
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 By-Laws.
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 of The
Cincinnati Gas & Electric Company 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 anyone other than a
director officially called to attend any such meeting.
SECTION 8. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate annually three (3) of their
number to constitute an Executive Committee, who to the extent provided in the
resolution, shall 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.
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 Restated
Articles of Incorporation of the Corporation or these By-Laws, 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 or more offices may be held by the same person, except that the
duties of the President and Secretary shall not be performed by the same 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 a 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 keep in safe custody the seal of the Corporation, and,
whenever authorized by the Board of Directors or the Executive Committee, affix
the seal to any instrument requiring the same.
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.
SECTION 9(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.
SECTION 10(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.
SECTION 11(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. DEFINITIONS. As used in this Article:
A. "Corporation" includes any domestic or foreign predecessor entity of the
Corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
B. "Director" means an individual who is or was a Director of the
Corporation or an individual who, while a Director of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A Director
shall be considered to be serving an employee benefit plan at the Corporation's
request if his or her duties to the Corporation also impose duties on, or
otherwise involve services by, him or her to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a Director.
C. "Expenses" include counsel fees.
D. "Liability" means the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit
plan), or reasonable expenses incurred with respect to a proceeding.
E. "Official capacity" means:
(1) When used with respect to a Director, the office of Director in
the Corporation, and
(2) When used with respect to an individual other than a Director, as
contemplated in Section 6, the office in the Corporation held by the
officer or the employment or agency relationship undertaken by the employee
or agent on behalf of the Corporation. "Official capacity" shall not
include service for any other foreign or domestic corporation or any
partnership, joint venture, trust, employee benefit plan, or other
enterprise.
F. "Party" includes an individual who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
G. "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.
SECTION 2. INDEMNIFICATION.
A. Except as provided in subsection (D) of this Section, the Corporation
shall indemnify an individual made a party to a proceeding because he or she is
or was a Director against liability incurred in the proceeding if:
(1) He or she conducted himself or herself in good faith; and
(2) He or she reasonably believed:
(a) In the case of conduct in his or her official capacity with
the Corporation, that his or her conduct was in its best interest; and
(b) In all other cases, that his or her conduct was at least not
opposed to its best interests; and
(3) In the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.
B. A Director's conduct with respect to an employee benefit plan for a
purpose he or she reasonably believed to be in the interests of the participants
in and beneficiaries of the plan shall be conduct that satisfies the requirement
of subsection A(2)(b) of this Section.
C. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not be, of
itself, determinative that the Director did not meet the standard of conduct
described in this Section.
D. The Corporation may not indemnify a Director under this
Section:
(1) In connection with a proceeding by or in the right of the
Corporation in which the Director was adjudged liable to the Corporation;
or
(2) In connection with any other proceeding charging improper personal
benefit to him or her, whether or not involving action in his or her
official capacity, in which he or she was adjudged liable on the basis that
personal benefit was improperly received by him or her.
E. Indemnification permitted under this Section in connection with a
proceeding by or in the right of the Corporation shall be limited to reasonable
expenses incurred in connection with the proceeding.
SECTION 3. MANDATORY INDEMNIFICATION. Unless limited by the Articles of
Incorporation, the Corporation shall indemnify a Director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he or she was a party because he or she is or was a Director of the
Corporation against reasonable expenses incurred by him or her in connection
with the proceeding.
SECTION 4. ADVANCE FOR EXPENSES.
A. The Corporation may pay for or reimburse the reasonable expenses
incurred by a Director who is a party to a proceeding in advance of final
disposition of the proceeding if:
(1) The Director furnishes the Corporation a written affirmation of
his or her good faith belief that he or she has met the standard of conduct
described in Section 2;
(2) The Director furnishes the Corporation a written undertaking,
executed personally or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct;
and
(3) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this article.
B. The undertaking required by subsection A(2) of this Section shall be an
unlimited general obligation of the Director but shall not be required to be
secured and may be accepted without reference to financial ability to make
repayment.
C. Determinations and authorizations of payments under this Section shall
be made in the manner specified in Section 5.
SECTION 5. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
A. The Corporation shall not indemnify a Director under Section 2 of this
Article unless authorized in the specific case after a determination has been
made that indemnification of the Director is permissible in the circumstances
because he or she has met the standard of conduct set forth in Section 2.
B. The determination shall be made:
(1) By the Board of Directors by majority vote of a quorum consisting
of Directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subsection B(1) of this
Section, by majority vote of a committee duly designated by the Board of
Directors (in which designation Directors who are parties may participate),
consisting solely of two or more Directors not at the time parties to the
proceeding;
(3) By special legal counsel:
(a) Selected by the Board of Directors or its committee in the
manner prescribed in subsection B(1) and (2) of this Section; or
(b) If a quorum of the Board of Directors cannot be obtained
under subsection B(1) of this Section and a committee cannot be
designated under subsection B(2) of this Section, selected by majority
vote of the full Board of Directors (in which selection Directors who
are parties may participate); or
(4) By the shareholders, but shares owned by or voted under the
control of Directors who are at the time parties to the proceeding shall
not be voted on the determination.
C. Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection B(3)
of this Section to select counsel.
SECTION 6. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Unless the
Corporation's Articles of Incorporation provide otherwise:
A. An officer of the Corporation who is not a Director shall be entitled to
mandatory indemnification under Section 3, and is entitled to apply for
court-ordered indemnification under the Kentucky Business Corporation Act, in
each case to the same extent as a Director;
B. The Corporation may indemnify and advance expenses under this Article to
an officer, employee, or agent of the Corporation who is not a Director to the
same extent as to a Director; and
C. The Corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a Director to the extent, consistent with public
policy, that may be provided by the Articles of Incorporation, By-Laws, general
or specific action of the Board of Directors, or contract.
SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of an individual who is or was a Director, officer, employee, or agent
of the Corporation, or who, while a Director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a Director, officer, employee, or
agent, whether or not the Corporation would have power to indemnify him or her
against the same liability under Section 2 or Section 3.
SECTION 8. APPLICATION OF THIS ARTICLE.
A. 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 the By-Laws, any 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.
B. This Article shall not limit the Corporation's power to pay or reimburse
expenses incurred by a Director in connection with his or her appearance as a
witness at a proceeding at a time when he or she has not been made a named
defendant or respondent to the proceeding.
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. APPOINTMENT OF TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one or more transfer agents or one or more registrars or
both, and may require all stock certificates to bear the signature of either or
both. When any such certificate is signed, by a transfer agent or registrar, the
signatures of the corporate officers and the corporate seal, if any, upon such
certificate may be facsimiles, engraved or printed.
In case any officer designated for the purpose, who has signed or whose
facsimile signature has been used on any such certificate, shall, from any
cause, cease to be such officer before the certificate has been delivered by the
Corporation, the certificate may nevertheless be adopted by the Corporation and
be issued and delivered as though the person had not ceased to be such officer.
SECTION 4. CLOSING OF TRANSFER BOOKS OR TAKING RECORD OF SHAREHOLDERS. The
Board of Directors may fix a time not exceeding forty (40) 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 5. 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 the state 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.
ARTICLE X
NOTICE AND WAIVER OF NOTICE
SECTION 1. NOTICE AND WAIVER OF NOTICE. Any notice required to be given by
these By-Laws 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 By-Laws
may be waived by the person entitled to such notice.
ARTICLE XI
CORPORATE SEAL
SECTION 1. CORPORATE SEAL. The corporate seal of the Corporation shall
consist of a metallic stamp, circular in form, bearing in its center the word
"Seal", and on the outer edge the name of the Corporation.
ARTICLE XII
AMENDMENT
SECTION 1. AMENDMENT. These By-Laws 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.
