FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAY 2, 2002
Date of Report (Date of Earliest Event Reported)
DIAMOND HILL INVESTMENT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
COMMISSION FILE NO. 000-24498
FLORIDA 65-0190407
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1105 SCHROCK ROAD
STE. 437
COLUMBUS, OHIO 43229
(Address of principal executive offices) (Zip code)
(614) 848-5100
(Registrant's telephone number, including area code)
-------------------------------
(Former Name or Former Address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 2, 2002, at the annual meeting of the shareholders of Diamond Hill Investment Group, Inc. ("DHIG"), the shareholders of DHIG approved the reincorporation of DHIG under the laws of the state of Ohio. The reincorporation was accomplished by merging DHIG with and into its wholly-owned Ohio subsidiary, DHO, Inc., with DHO, Inc. being the surviving corporation. DHO, Inc., pursuant to its Amended and Restated Articles of Incorporation, as amended pursuant to the terms of the Agreement and Plan of Merger between DHIG and DHO, Inc., effective May 2, 2002 (the "Merger Agreement"), changed its name to Diamond Hill Investment Group, Inc.
On May 2, 2002, a Certificate of Merger was filed with the Ohio Secretary of State and Articles of Merger were filed with the Florida Department of State, each effectuating the date of merger as May 2, 2002.
Management of DHIG desired to change its state of incorporation to Ohio for a number of reasons. First, DHIG's principal executive offices and operations are in Ohio, and DHIG had no offices, employees or assets in Florida. In addition, reincorporating DHIG in Ohio simplifies corporate administration and reduces costs, in part, by eliminating DHIG's obligation to file certain reports and other documents with the state of Florida.
The reincorporation did not result in any change in the business or the assets, liabilities or net worth of DHIG.
Following the completion of the merger, the board of directors of the surviving corporation ("Diamond Hill Ohio") is comprised of nine directors; each director serving a one year term of office with no staggered terms.
Pursuant to the terms of the Merger Agreement, each outstanding share of Common Stock of DHIG (a "Share") was automatically converted into one common share, without par value, of Diamond Hill Ohio ("Diamond Hill Ohio Share"), and each outstanding fractional Share was automatically converted into that fractional Diamond Hill Ohio Share. Each outstanding certificate representing a Share or Shares continued to represent the same number of Diamond Hill Ohio Shares.
The following paragraphs summarize the material terms of the Diamond Hill Ohio Shares and are brief summaries of the provisions of the Articles of Incorporation of Diamond Hill Ohio (the "Articles"). The following statements are qualified in their entirety by reference to the Articles and the Code of Regulations of Diamond Hill Ohio, each of which are filed as exhibits to this Form 8-K.
The Articles authorize 8,000,000 shares of Diamond Hill Ohio, consisting of 7,000,000 Diamond Hill Ohio Shares and 1,000,000 preferred shares, each without par value. Each Diamond Hill Ohio Share entitles the holder thereof to one vote for the election of directors and for all other matters submitted to the shareholders for their consideration. The Diamond Hill Ohio Shares are designated as Nasdaq Small Cap securities.
The Articles provide that no shareholder of Diamond Hill Ohio shall have, as a matter of right, the pre-emptive right to purchase or subscribe for shares of any class, now or hereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any such share.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Diamond Hill Ohio Shares are deemed to be registered under Section 12(g) of the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit 2 Agreement and Plan of Merger dated May 2, 2002 by and
between Diamond Hill Investment Group, Inc. and DHO,
Inc.
Exhibit 3(i) Amended and Restated Articles of Incorporation of
Diamond Hill Investment Group, Inc., an Ohio
corporation: see Exhibit A to Exhibit 2
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Exhibit 3(ii) Code of Regulations of Diamond Hill Investment Group, Inc., an Ohio corporation
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.
Date: May 2, 2002 DIAMOND HILL INVESTMENT GROUP, INC.
(Registrant)
/s/ R.H. Dillon
---------------------------------------
R.H. Dillon
President
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This Agreement and Plan of Merger (this "Agreement"), dated as of May 2, 2002, is made by and between Diamond Hill Investment Group, Inc., a Florida corporation ("Diamond Hill-Florida"), and DHO, Inc., an Ohio corporation and a wholly-owned subsidiary of Diamond Hill-Florida ("DHO").
WHEREAS, Diamond Hill-Florida, as the sole shareholder of DHO, desires to effect a merger of Diamond Hill-Florida with and into DHO (the "Merger") pursuant to the provisions of the Florida Business Corporation Act (the "FBCA") and the Ohio General Corporation Law (the "OGCL"); and
WHEREAS, Diamond Hill-Florida and DHO intend that the Merger qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended; and
WHEREAS, the respective Boards of Directors of Diamond Hill-Florida and DHO have determined that the Merger is desirable and in the best interests of each corporation and that the Merger be consummated in accordance with the terms and subject to the conditions set forth in this Agreement. The sole shareholder and the Board of Directors of DHO have adopted and approved this Agreement. The Board of Directors of Diamond Hill-Florida has adopted and approved this Agreement and directed that it be submitted for approval by the shareholders of Diamond Hill-Florida.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. THE MERGER. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the FBCA and the OGCL, at the Effective Time (as defined in Section 6 below), Diamond Hill-Florida shall be merged with and into DHO. DHO shall be the surviving corporation and shall continue its corporate existence under the laws of the State of Ohio. At the Effective Time, the separate corporate existence of Diamond Hill-Florida shall cease. DHO, in its capacity as the corporation surviving the merger, is sometimes referred to in this Agreement as the "Surviving Corporation."
SECTION 2. EFFECT OF THE MERGER. At the Effective Time, the Merger shall have the effects provided for in this Agreement and in Sections 607.1106 and 607.1107 of the FBCA and Section 1701.82 of the OGCL.
SECTION 3. ARTICLES OF INCORPORATION; CODE OF REGULATIONS. The Articles of
Incorporation of the Surviving Corporation shall be the Articles of
Incorporation attached as Exhibit A to this Agreement (the "Articles of
Incorporation"). The Articles of Incorporation
shall be filed with the Ohio Secretary of State as an exhibit to the Certificate of Merger filed with that office. The Code of Regulations of the Surviving Corporation shall be the Code of Regulations of DHO in effect immediately prior to the Effective Time.
SECTION 4. DIRECTORS OF THE SURVIVING CORPORATION. At and after the Effective Time, and until changed in the manner provided in the Code of Regulations or the Articles of Incorporation of the Surviving Corporation or as otherwise provided by law, the number of directors of the Surviving Corporation shall be the same number of directors of DHO in effect immediately prior to the Effective Time. At the Effective Time, each person who is a director of DHO immediately prior to the Effective Time shall be a director of the Surviving Corporation. Each such person shall serve as a director of the Surviving Corporation for the balance of the term for which such person was elected a director of DHO and until his or her successor is duly elected and qualified in the manner provided in the Code of Regulations or the Articles of Incorporation of the Surviving Corporation or as otherwise provided by law or until his or her earlier death, resignation or removal in the manner provided in the Code of Regulations or the Articles of Incorporation of the Surviving Corporation or as otherwise provided by law.
SECTION 5. OFFICERS OF THE SURVIVING CORPORATION. At the Effective Time, each person who is an officer of DHO immediately prior to the Effective Time shall be an officer of the Surviving Corporation in accordance with the Code of Regulations of the Surviving Corporation holding the same office as he or she held in DHO immediately prior to the Effective Time.
SECTION 6. EFFECTIVE TIME. The Merger shall become effective at 3:00 p.m. on May 2, 2002 (the "Effective Time").
SECTION 7. CANCELLATION AND CONVERSION OF SHARES. At the Effective Time, each common share, without par value, of DHO issued and outstanding immediately prior to the Effective Time (the "DHO Shares") shall, by virtue of the Merger and without any action on the part of the holder of the DHO Shares, be cancelled. Further, by virtue of the Merger and without any action on the part of the holder of the shares of Common Stock, without par value, of Diamond-Hill Florida (the "Diamond Hill-Florida Shares"), each Diamond Hill-Florida share issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable common share, without par value, of the Surviving Corporation (the "Surviving Corporation Shares"), and each fractional Diamond Hill-Florida Share shall be converted into such fractional Surviving Corporation Share, which such Surviving Corporation Shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.
SECTION 8. EFFECT OF CONVERSION. At and after the Effective Time, each share certificate which, immediately prior to the Effective Time, represented outstanding Diamond Hill-Florida Shares (a "Diamond Hill-Florida Certificate") shall be deemed for all purposes to evidence ownership of, and to represent, the number of Surviving Corporation Shares into which the Diamond Hill-Florida Shares represented by such Diamond Hill-Florida Certificate immediately prior to the Effective Time have been converted pursuant to Section 7 of this Agreement. The registered owner of any Diamond Hill-Florida Certificate outstanding immediately prior to the Effective Time, as such owner appears in the books and records of
Diamond Hill-Florida or its transfer agent immediately prior to the Effective time, shall, until such Diamond Hill-Florida Certificate is surrendered for transfer or exchange, have and be entitled to exercise any voting and other rights with respect to and to receive any dividends or other distributions on the Surviving Corporation Shares into which the Diamond Hill-Florida Shares represented by any such Diamond Hill-Florida Certificate have been converted pursuant to Section 7 of this Agreement.
SECTION 9. EXCHANGE OF CERTIFICATES. Each holder of a Diamond Hill-Florida Certificate may, but shall not be required to, surrender such Diamond Hill-Florida Certificate to the Surviving Corporation or its transfer agent for cancellation after the Effective Time, and upon such surrender, shall be entitled to receive from the Surviving Corporation or its transfer agent a certificate (a "Surviving Corporation Certificate") representing the number of Surviving Corporation Shares into which the Diamond Hill-Florida Shares represented by such Diamond Hill-Florida Certificate have been converted pursuant to Section 7 of this Agreement. If any such Surviving Corporation Certificate is to be issued in a name other than that in which the Diamond Hill-Florida Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Diamond Hill-Florida Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall either pay any transfer or other taxes required by reason of the issuance of the Surviving Corporation Certificate in a name other than that of the registered holder of the Diamond Hill-Florida Certificate surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable.
SECTION 10. STOCK OPTION PLAN. Each option to purchase Diamond Hill-Florida Shares granted under the Diamond Hill-Florida 1993 Non-Qualified and Incentive Stock Option Plan (the "Stock Option Plan") that is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder of any such option, be converted into and become an option to purchase the same number of Surviving Corporation Shares as the number of Diamond Hill-Florida Shares that were subject to such option immediately prior to the Effective Time at the same option price per share and upon the same terms and subject to the same conditions as are in effect at the Effective Time. The Surviving Corporation shall reserve for purposes of the Stock Option Plan a number of Surviving Corporation Shares equal to the number of Diamond Hill-Florida Shares reserved by Diamond Hill-Florida for issuance under the Stock Option Plan as of the Effective Time. As of the Effective Time, the Surviving Corporation shall automatically assume the Stock Option Plan and all obligations of Diamond Hill-Florida under the Stock Option Plan, including the outstanding options granted or awarded pursuant thereto.
SECTION 11. APPROVAL. This Agreement shall be submitted for approval by the shareholders of Diamond Hill-Florida prior to the Effective Time. The obligations of the parties to consummate the Merger shall be subject to the approval of the Merger and this Agreement by the Shareholders of Diamond Hill-Florida on or prior to the Effective Time.
SECTION 12. DISSENTERS' RIGHTS. Shareholders of Diamond Hill-Florida who dissent from the Merger pursuant to Section 607.1320 of the FBCA may be entitled, if they comply with
the provisions of the FBCA regarding the rights of dissenting shareholders, to be paid the fair value of their Diamond Hill-Florida Shares if the Merger is effectuated.
SECTION 13. FILING OF MERGER DOCUMENTS. Prior to the Effective Time, DHO shall file a certificate of merger with the Secretary of State of the State of Ohio and Diamond Hill-Florida shall file articles of merger with the Florida Department of State.
SECTION 14. AMENDMENT. Subject to applicable law, this Agreement may be amended, modified or supplemented by written agreement of Diamond Hill-Florida and DHO, after authorization of such action by their respective Boards of Directors, at any time prior to the Effective Time, except that after the approval contemplated by Section 11 of this Agreement, no amendment shall (a) alter or change the amount or kind of shares to be received in the Merger by the holders of shares of either Diamond Hill-Florida or DHO, (b) alter or change any term of the Articles of Incorporation or the Code of Regulations of DHO, or (c) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of shares of either Diamond Hill-Florida or DHO.
SECTION 15. ABANDONMENT. At any time prior to the Effective Time, the Board of Directors of either Diamond Hill-Florida or DHO, or both, may terminate this Agreement notwithstanding approval of this Agreement by the sole shareholder of DHO or by the shareholders of Diamond Hill-Florida, or by both.
SECTION 16. MISCELLANEOUS.
(a) COUNTERPARTS. This Agreement and any amendments hereto may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which taken together shall constitute one and the same instrument.
(b) CAPTIONS. The captions contained in this Agreement are for convenience of reference only, do not form a substantive part of this Agreement and shall not restrict or enlarge any substantive provision of this Agreement.
(c) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws, and not the conflicts laws, of the State of Ohio.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.
(e) OTHER INSTRUMENTS. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by each of the parties hereto as of the day and year first set forth above.
DIAMOND HILL INVESTMENT GROUP, INC.
By: /s/ R. H. Dillon
------------------------------------------
Its: President
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DHO, INC.
By: /s/ R. H. Dillon
-------------------------------------------
Its: President
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AMENDED AND RESTATED ARTICLES OF INCORPORATION
FIRST: The name of the corporation shall be Diamond Hill Investment Group, Inc.
SECOND: The place in Ohio where the principal office of the corporation is to be located is in the City of Columbus, County of Franklin.
THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 of the Ohio Revised Code.
FOURTH: The authorized number of shares of the corporation shall be Eight Million (8,000,000), consisting of Seven Million (7,000,000) common shares, each without par value, and One Million (1,000,000) preferred shares, each without par value.
The directors of the corporation are authorized to adopt amendments to the Articles in respect to any unissued preferred shares and thereby to fix or change, to the fullest extent now or hereafter permitted by Ohio law: the division of such shares into series and the designation and authorized number of shares of each series; the dividend or distribution rights, which may be cumulative or noncumulative; the dividend rate, amount or proportion; the dividend participation rights and preferences; the liquidation rights, preferences and price; the redemption rights and price; the sinking fund requirements; the voting rights; the pre-emptive rights; the conversion rights; the restrictions on issuance of shares; the rights of alteration of express terms; and such other rights, preferences and limitations as shall not be inconsistent with this Article FOURTH or Ohio law.
FIFTH: The directors of the corporation shall have the power to cause the corporation from time to time and at any time to purchase, hold, sell, transfer or otherwise deal with (A) shares of any class or series issued by it, (B) any security or other obligation of the corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the articles of the corporation, and (C) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the articles of the corporation. The corporation shall have the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the corporation. The authority granted in this Article Fifth of these articles shall not limit the plenary authority of the directors to purchase, hold, sell, transfer or otherwise deal with shares of any class or series, securities, or other obligations issued by the corporation or authorized by its articles.
SIXTH: No shareholder of the corporation shall have, as a matter of right, the pre-emptive right to purchase or subscribe for shares of any class, now or hereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any such share.
SEVENTH: Notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the holders of shares of the corporation entitling them to exercise two-thirds or any other proportion of the voting power of the corporation or of any class or classes of shares thereof, such action, unless expressly provided otherwise by statute, may be taken by the vote, consent, waiver or release of the holders of shares
entitling them to exercise not less than a majority of the voting power of the corporation or of such class or classes.
EIGHTH: These amended and restated articles of incorporation supersede the articles of the corporation existing at the effective date of these amended and restated articles.
EXHIBIT 3(i)
See Exhibit A to Exhibit 2.
REGULATIONS
OF
DHO, INC.
INDEX
ARTICLE ONE................................................1
MEETINGS OF SHAREHOLDERS...................................1
SECTION 1.01. ANNUAL MEETINGS...............................................1
SECTION 1.02. CALLING OF MEETINGS...........................................1
SECTION 1.03. PLACE OF MEETINGS.............................................1
SECTION 1.04. NOTICE OF MEETINGS............................................1
SECTION 1.05. WAIVER OF NOTICE..............................................2
SECTION 1.06. QUORUM........................................................3
SECTION 1.07. VOTES REQUIRED................................................3
SECTION 1.08. ORDER OF BUSINESS.............................................3
SECTION 1.09. SHAREHOLDERS ENTITLED TO VOTE.................................3
SECTION 1.10. CUMULATIVE VOTING.............................................4
SECTION 1.11. PROXIES.......................................................4
SECTION 1.12. INSPECTORS OF ELECTION........................................4
ARTICLE TWO................................................5
DIRECTORS..................................................5
SECTION 2.01. AUTHORITY AND QUALIFICATIONS..................................5
SECTION 2.02. NUMBER OF DIRECTORS AND TERM OF OFFICE........................5
SECTION 2.03. ELECTION......................................................6
SECTION 2.04. REMOVAL.......................................................6
SECTION 2.05. VACANCIES.....................................................6
SECTION 2.06. MEETINGS......................................................7
SECTION 2.07. NOTICE OF MEETINGS............................................7
SECTION 2.08. WAIVER OF NOTICE..............................................8
SECTION 2.09. QUORUM........................................................8
SECTION 2.10. EXECUTIVE COMMITTEE...........................................8
SECTION 2.11. COMPENSATION..................................................9
SECTION 2.12. BY-LAWS.......................................................9
ARTICLE THREE.............................................10
OFFICERS..................................................10
SECTION 3.01. OFFICERS.....................................................10
SECTION 3.02. TENURE OF OFFICE.............................................10
SECTION 3.03. DUTIES OF THE CHAIRMAN OF THE BOARD..........................10
SECTION 3.04. DUTIES OF THE PRESIDENT......................................10
SECTION 3.05. DUTIES OF THE VICE PRESIDENTS................................11
SECTION 3.06. DUTIES OF THE SECRETARY......................................11
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SECTION 3.07. DUTIES OF THE TREASURER......................................11
ARTICLE FOUR..............................................12
SHARES....................................................12
SECTION 4.01. CERTIFICATES.................................................12
SECTION 4.02. TRANSFERS....................................................12
SECTION 4.03. TRANSFER AGENTS AND REGISTRARS...............................13
SECTION 4.04. LOST, WRONGFULLY TAKEN OR DESTROYED CERTIFICATES.............13
SECTION 4.05. UNCERTIFICATED SHARES........................................14
ARTICLE FIVE..............................................14
INDEMNIFICATION AND INSURANCE.............................14
SECTION 5.01. INDEMNIFICATION..............................................14
SECTION 5.02. COURT-APPROVED INDEMNIFICATION...............................15
SECTION 5.03. INDEMNIFICATION FOR EXPENSES.................................16
SECTION 5.04. DETERMINATION REQUIRED.......................................16
SECTION 5.05. ADVANCES FOR EXPENSES........................................17
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE...................................18
SECTION 5.07. INSURANCE....................................................18
SECTION 5.08. CERTAIN DEFINITIONS..........................................19
SECTION 5.09. VENUE........................................................20
ARTICLE SIX...............................................20
MISCELLANEOUS.............................................20
SECTION 6.01. AMENDMENTS...................................................20
SECTION 6.02. ACTION BY SHAREHOLDERS OR DIRECTORS WITHOUT A MEETING........20
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CODE OF REGULATIONS
OF
DHO, INC.
ARTICLE ONE
MEETINGS OF SHAREHOLDERS
SECTION 1.01. ANNUAL MEETINGS. The annual meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on the first Monday in the fourth month following the close of the corporation's tax year each year or on such other date as may be fixed from time to time by the directors.
SECTION 1.02. CALLING OF MEETINGS. Meetings of the shareholders may be called only by the chairman of the board, the president, or, in case of the president's absence, death, or disability, the vice president authorized to exercise the authority of the president; the secretary; the directors by action at a meeting, or a majority of the directors acting without a meeting; or the holders of at least twenty-five percent of all shares outstanding and entitled to vote thereat.
SECTION 1.03. PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal office of the corporation, unless otherwise provided by action of the directors. Meetings of shareholders may be held at any place within or without the State of Ohio.
SECTION 1.04. NOTICE OF MEETINGS. (A) Written notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by mail not less than seven nor more than sixty days before the date of the meeting, (1) to each
shareholder of record entitled to notice of the meeting, (2) by or at the direction of the president or the secretary. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.
(B) Following receipt by the president or the secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen days after the receipt of such request by the president or the secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Regulations.
SECTION 1.05. WAIVER OF NOTICE. Notice of the time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholders, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person or by proxy, at any
such meeting without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such shareholder of notice of such meeting.
SECTION 1.06. QUORUM. At any meeting of shareholders, the holders of a majority of the voting shares of the corporation then outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum for such meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the chairman of the board, the president, or the officer of the corporation acting as chairman of the meeting, may adjourn such meeting from time to time, and if a quorum is present at such adjourned meeting any business may be transacted as if the meeting had been held as originally called.
SECTION 1.07. VOTES REQUIRED. At all elections of directors the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Regulations.
SECTION 1.08. ORDER OF BUSINESS. The order of business at any meeting of shareholders shall be determined by the officer of the corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the corporation then outstanding, present in person or by proxy, and entitled to vote at such meeting.
SECTION 1.09. SHAREHOLDERS ENTITLED TO VOTE. Each shareholder of record on the books of the corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of the corporation standing in his name on the books of the corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to
receive notice of and to vote at a meeting of shareholders, which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of sixty days preceding the date of the meeting of shareholders.
SECTION 1.10. CUMULATIVE VOTING. If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.
SECTION 1.11. PROXIES. At meetings of the shareholders any shareholder of record entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by an instrument in writing signed by such shareholder, but such instrument shall be filed with the secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder. No proxy shall be valid after the expiration of eleven months after the date of its execution, unless the shareholder executing it shall have specified therein the length of time it is to continue in force.
SECTION 1.12. INSPECTORS OF ELECTION. In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any
adjournment thereof; if inspectors are not so appointed, the officer of the corporation acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the corporation acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.
ARTICLE TWO
DIRECTORS
SECTION 2.01. AUTHORITY AND QUALIFICATIONS. Except where the law, the Articles or the Regulations otherwise provide, all authority of the corporation shall be vested in and exercised by its directors. Directors need not be shareholders of the corporation.
SECTION 2.02. NUMBER OF DIRECTORS AND TERM OF OFFICE. (A) Until changed in accordance with the provisions of the Regulations, the number of directors of the corporation shall be nine. Each director shall be elected to serve until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier resignation, removal from office, or death.
(B) The number of directors may be fixed or changed at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, only by the affirmative vote of the holders of not less than a majority of the voting shares which are represented at the meeting, in person or by proxy, and entitled to vote on such proposal.
(C) The directors may fix or change the number of directors and may fill any director's office that is created by an increase in the number of directors; provided, however,
that the directors may not increase the number of directors to more than fifteen nor reduce the number of directors to less than five.
(D) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.
SECTION 2.03. ELECTION. At each annual meeting of shareholders for the election of directors, the successors to the directors whose term shall expire in that year shall be elected, but if the annual meeting is not held or if one or more of such directors are not elected thereat, they may be elected at a special meeting called for that purpose. The election of directors shall be by ballot whenever requested by the presiding officer of the meeting or by the holders of a majority of the voting shares outstanding, entitled to vote at such meeting and present in person or by proxy, but unless such request is made, the election shall be viva voce.
SECTION 2.04. REMOVAL. A director or directors may be removed from office, with or without assigning any cause, only by the vote of the holders of a majority of the voting power of the corporation entitling them to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class (if the directors of the corporation are divided into classes), are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal that, if cumulatively voted at an election of all directors, or all the directors of a particular class, as the case may be, would be sufficient to elect at least one director. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.
SECTION 2.05. VACANCIES. The remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their
number, fill any vacancy in the board for the unexpired term. A vacancy in the board exists within the meaning of this Section 2.05 in case the shareholders increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the shareholders fail at any time to elect the whole authorized number of directors.
SECTION 2.06. MEETINGS. A meeting of the directors shall be held immediately following the adjournment of each annual meeting of shareholders at which directors are elected, and notice of such meeting need not be given. The directors shall hold such other meetings as may from time to time be called, and such other meetings of directors may be called only by the chairman of the board, the president, or any two directors. All meetings of directors shall be held at the principal office of the corporation in Columbus, Ohio or at such other place within or without the State of Ohio, as the directors may from time to time determine by a resolution. Meetings of the directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this provision shall constitute presence at such meeting.
SECTION 2.07. NOTICE OF MEETINGS. Notice of the time and place of each meeting of directors for which such notice is required by law, the Articles, the Regulations or the By-Laws shall be given to each of the directors by at least one of the following methods:
(A) In a writing mailed not less than two days before such meeting and addressed to the residence or usual place of business of a director, as such address appears on the records of the corporation; or
(B) By telegraph, cable, radio, wireless, or a writing sent or delivered to the residence or usual place of business of a director as the same
appears on the records of the corporation, not later than the day before the date on which such meeting is to be held; or
(C) Personally or by telephone not later than the day before the date on which such meeting is to be held.
Notice given to a director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all directors need not be uniform. Notice of any meeting of directors may be given only by the chairman of the board, the president or the secretary of the corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.
SECTION 2.08. WAIVER OF NOTICE. Notice of any meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.
SECTION 2.09. QUORUM. A majority of the whole authorized number of directors shall be necessary to constitute a quorum for a meeting of directors, except that a majority of the directors in office shall constitute a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, except as otherwise provided by law, the Articles or the Regulations.
SECTION 2.10. EXECUTIVE COMMITTEE. The directors may create an executive committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such executive committee or other committees of any of the
authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors.
Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.
Any act or authorization of any act by the executive committee or any other committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. No notice of a meeting of the executive committee or of any other committee of directors shall be required. A meeting of the executive committee or of any other committee of directors may be called only by the president or by a member of such executive or other committee of directors. Meetings of the executive committee or of any other committee of directors may be held through any communications equipment if all persons participating can hear each other and participation in such a meeting shall constitute presence thereat.
SECTION 2.11. COMPENSATION. Directors shall be entitled to receive as compensation for services rendered and expenses incurred as directors, such amounts as the directors may determine.
SECTION 2.12. BY-LAWS. The directors may adopt, and amend from time to time, By-Laws for their own government, which By-Laws shall not be inconsistent with the law, the Articles or the Regulations.
ARTICLE THREE
OFFICERS
SECTION 3.01. OFFICERS. The officers of the corporation to be elected by the directors shall be a president, a secretary, a treasurer, and, if desired, one or more vice presidents and such other officers and assistant officers as the directors may from time to time elect. The directors may elect a chairman of the board, who must be a director. Officers need not be shareholders of the corporation, and may be paid such compensation as the board of directors may determine. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Regulations or the By-Laws to be executed, acknowledged, or verified by two or more officers.
SECTION 3.02. TENURE OF OFFICE. The officers of the corporation shall hold office at the pleasure of the directors. Any officer of the corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the directors then in office; such removal, however, shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 3.03. DUTIES OF THE CHAIRMAN OF THE BOARD. The chairman of the board, if any, shall preside at all meetings of the directors. He shall have such other powers and duties as the directors shall from time to time assign to him.
SECTION 3.04. DUTIES OF THE PRESIDENT. The president shall be the chief executive officer of the corporation and shall exercise supervision over the business of the corporation and shall have, among such additional powers and duties as the directors may from time to time assign to him, the power and authority to sign all certificates evidencing shares of
the corporation and all deeds, mortgages, bonds, contracts, notes and other instruments requiring the signature of the president of the corporation. It shall be the duty of the president to preside at all meetings of shareholders.
SECTION 3.05. DUTIES OF THE VICE PRESIDENTS. In the absence of the president or in the event of his inability or refusal to act, the vice president, if any (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election), shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the directors may from time to time prescribe.
SECTION 3.06. DUTIES OF THE SECRETARY. It shall be the duty of the secretary, or of an assistant secretary, if any, in case of the absence or inability to act of the secretary, to keep minutes of all the proceedings of the shareholders and the directors and to make a proper record of the same; to perform such other duties as may be required by law, the Articles or the Regulations; to perform such other and further duties as may from time to time be assigned to him by the directors or the president; and to deliver all books, paper and property of the corporation in his possession to his successor, or to the president.
SECTION 3.07. DUTIES OF THE TREASURER. The treasurer, or an assistant treasurer, if any, in case of the absence or inability to act of the treasurer, shall receive and safely keep in charge all money, bills, notes, choses in action, securities and similar property belonging to the corporation, and shall do with or disburse the same as directed by the president or the directors; shall keep an accurate account of the finances and business of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required and hold the same open for inspection and
examination by the directors; shall give bond in such sum with such security as the directors may require for the faithful performance of his duties; shall, upon the expiration of his term of office, deliver all money and other property of the corporation in his possession or custody to his successor or the president; and shall perform such other duties as from time to time may be assigned to him by the directors.
ARTICLE FOUR
SHARES
SECTION 4.01. CERTIFICATES. Certificates evidencing ownership of shares of the corporation shall be issued to those entitled to them. Each certificate evidencing shares of the corporation shall bear a distinguishing number; the signatures of the chairman of the board, the president, or a vice president, and of the secretary, an assistant secretary, the treasurer, or an assistant treasurer (except that when any such certificate is countersigned by an incorporated transfer agent or registrar, such signatures may be facsimile, engraved, stamped or printed); and such recitals as may be required by law. Certificates evidencing shares of the corporation shall be of such tenor and design as the directors may from time to time adopt and may bear such recitals as are permitted by law.
SECTION 4.02. TRANSFERS. Where a certificate evidencing a share or shares of the corporation is presented to the corporation or its proper agents with a request to register transfer, the transfer shall be registered as requested if:
(1) An appropriate person signs on each certificate so presented or signs on a separate document an assignment or transfer of shares evidenced by each such certificate, or
signs a power to assign or transfer such shares, or when the signature of an appropriate person is written without more on the back of each such certificate; and
(2) Reasonable assurance is given that the endorsement of each appropriate person is genuine and effective; the corporation or its agents may refuse to register a transfer of shares unless the signature of each appropriate person is guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 or any successor rule or regulation; and
(3) All applicable laws relating to the collection of transfer or other taxes have been complied with; and
(4) The corporation or its agents are not otherwise required or permitted to refuse to register such transfer.
SECTION 4.03. TRANSFER AGENTS AND REGISTRARS. The directors may appoint one or more agents to transfer or to register shares of the corporation, or both.
SECTION 4.04. LOST, WRONGFULLY TAKEN OR DESTROYED CERTIFICATES. Except as otherwise provided by law, where the owner of a certificate evidencing shares of the corporation claims that such certificate has been lost, destroyed or wrongfully taken, the directors must cause the corporation to issue a new certificate in place of the original certificate if the owner:
(1) So requests before the corporation has notice that such original certificate has been acquired by a bona fide purchaser; and
(2) Files with the corporation, unless waived by the directors, an indemnity bond, with surety or sureties satisfactory to the corporation, in such sums as the directors may, in their discretion, deem reasonably sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of each such new certificate; and
(3) Satisfies any other reasonable requirements which may be imposed by the directors, in their discretion.
SECTION 4.05. UNCERTIFICATED SHARES. Anything contained in this Article Four to the contrary notwithstanding, the directors may provide by resolution that some or all of any or all classes and series of shares of the corporation shall be uncertificated shares, provided that such resolution shall not apply to (A) shares of the corporation represented by a certificate until such certificate is surrendered to the corporation in accordance with applicable provisions of Ohio law or (B) any certificated security of the corporation issued in exchange for an uncertificated security in accordance with applicable provisions of Ohio law. The rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical, except as otherwise expressly provided by law.
ARTICLE FIVE
INDEMNIFICATION AND INSURANCE
SECTION 5.01. INDEMNIFICATION. The corporation shall indemnify any officer or director of the corporation 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 (including, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company,
partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if his act or omission giving rise to any claim for indemnification under this Section 5.01 was not occasioned by his intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, and in respect of any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification under this Section 5.01 that gives rise to such claim was occasioned by an intent to cause injury to the corporation or by a reckless disregard for the best interests of the corporation and, in respect of any criminal matter, that such person had no reasonable cause to believe his conduct was unlawful; the presumption recited in this Section 5.01 can be rebutted only by clear and convincing evidence, and 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, rebut such presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted 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, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter
asserted in such action or suit as to which he shall have been adjudged to be liable for an act or omission occasioned by his deliberate intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by this
Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith.
SECTION 5.04. DETERMINATION REQUIRED. Any indemnification required under Section 5.01 and not precluded under Section 5.02 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 5.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority 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, or (C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.04 at any time [including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04 shall be evidence in rebuttal of the presumption recited in Section 5.01. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.
SECTION 5.05. ADVANCES FOR EXPENSES. The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the corporation. Expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.01 shall be paid by the
corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, his relevant action or failure to act was occasioned by his deliberate intent to cause injury to the corporation or his reckless disregard for the best interests of the corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification provided by this Article Five shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the Articles, the Regulations, any agreement, a vote of 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 an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.
SECTION 5.07. 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, for or on behalf of any person who is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation
(domestic or foreign, nonprofit or for profit), limited liability company, 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 obligation or the power to indemnify him against such liability under the provisions of this Article Five. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.
SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article Five, and as an example and not by way of limitation:
(A) A person claiming indemnification under this Article Five shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him).
(B) References to an "other enterprise" shall include employee tax benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an 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.
SECTION 5.09. VENUE. Any action, suit or proceeding to determine a claim for, or for repayment to the corporation of, indemnification under this Article Five may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The corporation and (by claiming or accepting such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding.
ARTICLE SIX
MISCELLANEOUS
SECTION 6.01. AMENDMENTS. The Regulations may be amended, or new regulations may be adopted, at a meeting of shareholders held for such purpose, only by the affirmative vote of the holders of shares entitling them to exercise not less than a majority of the voting power of the corporation on such proposal, or without a meeting by the written consent of the holders of shares entitling them to exercise not less than a majority of the voting power of the corporation on such proposal.
SECTION 6.02. ACTION BY SHAREHOLDERS OR DIRECTORS WITHOUT A MEETING. Anything contained in the Regulations to the contrary notwithstanding, except as provided in Section 6.01, any action which may be authorized or taken at a meeting of the shareholders or of the directors or of a committee of the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, or all the directors, or all the members of such committee of the directors, respectively, which writings shall be filed with or entered upon the records of the corporation.