|
Section 2. The power to make, alter, amend, and repeal the Corporation's Bylaws
<br />shall be vested in the Board of Directors.
<br />Section 3. No director of the Corporation shall be liable for any of its obligations.
<br />Section 4. Meetings of the Board of Directors may be held at any location, either
<br />inside the State of Indiana or elsewhere.
<br />Section 5. All parties dealing with the Corporation shall have the right to rely upon
<br />any action taken by the Corporation pursuant to authorization by the Board of Directors by resolution
<br />duly adopted in accordance with the Corporation's Articles of Incorporation, Bylaws, and applicable
<br />law.
<br />Section 6. (a) To the extent not inconsistent with applicable law, every person (and
<br />the heirs and personal representatives of such person) who is or was a director or officer of the
<br />Corporation shall be indemnified by the Corporation against all liability and reasonable expense that
<br />may be incurred by her or him in connection with or resulting from any claim, action, suit or
<br />proceeding (i) if such person is wholly successful with respect thereof or, (ii) if not wholly
<br />successful, then if such person is determined as provided in paragraph (e) of this Section 6 to have
<br />acted in good faith, in what he or she reasonably believed to be the best interests of the Corporation
<br />(or, in any case not involving the person's official capacity with the Corporation, in what he or she
<br />reasonably believed to be not opposed to the best interests of the Corporation) and, in addition, with
<br />respect to any criminal action or proceeding, is determined to have had reasonable cause to believe
<br />that the conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The
<br />termination of any claim, action, suit, or proceeding, by judgment, settlement (whether with or
<br />without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its
<br />equivalent, shall not create a presumption that a person did not meet the standards of conduct set
<br />forth in this Section 6.
<br />(b) As used in this Section 6, the terms "claim, action, suit or proceeding" shall
<br />include any threatened, pending, or completed claim, action, suit, or proceeding and all appeals
<br />thereof (whether brought by or in the right of this Corporation, any other corporation or otherwise),
<br />civil, criminal, administrative, or investigative, whether formal or informal, in which a person (or
<br />her or his heirs or personal representatives) may become involved, as a party or otherwise:
<br />(i) By reason of her or his being or having been a director
<br />or officer of the Corporation or of any corporation where he or she
<br />served as such at the request of the Corporation, or
<br />(ii) By reason of her or his acting or having acted in any
<br />capacity in a corporation, partnership, joint venture, association, trust
<br />or other organization or entity where he or she served as such at the
<br />request of the Corporation, or
<br />-5-
<br />::oDMMA1HDDMAL9a1MAN1;J 1140,2
<br />
|