Exhibit 3.5
Amended and Restated as of May 22, 2013
F
ERRO
C
ORPORATION
C
ODE
OF
R
EGULATIONS
Article I.
Meetings of Shareholders
Section 1.
Annual Meeting
. The annual meeting of shareholders of the Corporation shall be held at such place (within or without the State of Ohio) and on such date and at such time as the
Board of Directors of the Corporation (the “Board”) may determine. At each annual meeting of shareholders, the directors shall be elected as provided in Section 2 of Article II, and such other business transacted as may be specified
in the notice of the meeting. The Board may postpone and reschedule any previously scheduled annual meeting of shareholders.
Section 2.
Special Meetings
.
(a) Special meetings of shareholders may be called at any time only (i) by the Chairman of the Board, the President, or a majority of the directors then in office acting with or without a meeting, or
(ii) by shareholder(s) of record holding twenty-five percent or more of the outstanding shares entitled to vote at such meeting who properly request the call of such special meeting in proper written form pursuant to Section 2(b) and
Section 2(c) of this Article I.
(b) To properly request the call of a special meeting of shareholders, the requesting
shareholder(s) must deliver either in person or by registered mail to the President or the Secretary of the Corporation at the principal executive offices of the Corporation a request in proper written form signed by each requesting shareholder.
(c) For a request for a call of a special meeting to be in proper written form, the request must set forth: (A) as to
each matter the shareholder(s) propose to bring before the special meeting: (1) a description in reasonable detail of the business or proposal proposed to be brought before the special meeting; (2) the text of the proposal (including the
text of any related resolutions and the language of the proposed amendment(s) to the Amended Articles of Incorporation, as amended from time to time (the “Articles”) or this Code of Regulations, as amended from time to time (these
“Regulations”), if any; and (3) the reasons for conducting the business or proposals at the special meeting, and the reasons why the business or proposals could not be addressed at an annual meeting of shareholders; (B) as to
each requesting shareholder and any shareholder associate (as defined in this Section 2(c)): (1) the name and address of the shareholder and any shareholder associate; (2) a representation that the shareholder is a holder of record of
securities of the Corporation entitled to vote at the meeting and that the shareholder, or the beneficial owner on whose behalf the request is made, intends to remain so through the date of the meeting and to present the business or proposal at the
meeting; (3) the class, series and number of any securities of the Corporation that are owned of record or beneficially by each of these persons as of the date of the request, and, if the shareholder is not the record holder of such securities,
a written statement from the record holder of the securities verifying such ownership as of the date of the request; (4) a description of any material interests of any of these persons in the business or proposal proposed and of all
arrangements between these persons and any other person in connection with the business or proposal, including any proxy, contract or other arrangement, understanding or relationship
pursuant to which any of these persons has a right to vote any securities of the Corporation; (5) a description of (i) any derivative positions related to any class or series of
securities of the Corporation owned of record or beneficially by the shareholder or any shareholder associate and (ii) any hedging or other transaction or series of transactions, agreement, arrangement or understanding with respect to any of
the Corporation’s securities entered into or made by such shareholder or any shareholder associate; and (C) a representation as to whether the shareholder or any shareholder associate intends, or intends to be part of a group that intends,
to deliver a proxy statement and/or form of proxy to holders of the Corporation’s outstanding capital stock and/or otherwise to solicit proxies from shareholders in support of the business or proposal. For purposes of these Regulations,
“shareholder associate” of any shareholder means (1) any person controlling, directly or indirectly, or acting in concert with, the shareholder; (2) any beneficial owner of securities of the Corporation owned of record or
beneficially by the shareholder; and (3) any person controlling, controlled by or under common control with the shareholder associate.
(d) Upon request in writing delivered either in person or by registered mail to the President or the Secretary of the Corporation by any persons entitled to call a special meeting of shareholders, the
Board shall fix a record date for such special meeting, which may not be a date earlier than the date on which the record date is fixed and may not be longer than sixty days preceding the date of the special meeting, and the President or the
Secretary, as the case may be, will cause notice to be given to the shareholders of the Corporation entitled to notice of the meeting to be held on a date not less than seven nor more than sixty days after the receipt of the request, as the officer
may fix, in accordance with Section 3 of this Article I. If the notice is not given within fifteen days after the delivery or mailing of the request, the persons calling the meeting may fix the time of meeting and give notice of the meeting not
less than seven nor more than sixty days before the date of such meeting, or cause the notice to be given by any designated representative, in each case in accordance with Section 3 of this Article I, and may fix the record date for the special
meeting, which shall not be a date earlier than the date on which the record date is fixed and shall not be more than sixty days preceding the date of the special meeting.
(e) Special meetings of shareholders may be held within or without the State of Ohio at such time and place as may be specified in the notice thereof. The Board may postpone and reschedule any previously
scheduled special meeting of shareholders.
Section 3.
Notice of Meetings
. Written notice of each annual or
special meeting stating the time, place, and the purposes thereof, and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment, shall be given by personal delivery, by mail, by
overnight delivery service or by any other means of communication authorized by the shareholder to whom the notice is given, to each shareholder of record entitled to vote at or entitled to notice of the meeting, not less than seven or more than
sixty days before any such meeting. If mailed or sent by overnight delivery service, such notice shall be directed to the shareholder at such shareholder’s address as the same appears upon the records of the Corporation. If sent by any other
means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Any shareholder, either before or after any meeting, may waive any notice required to be given by law
or under these Regulations.
Section 4.
Persons Becoming Entitled by Operation of Law
. Every person who by
operation of law, by transfer, or by any other means whatsoever, shall become entitled to any share, or right or interest therein, shall be bound by every notice in respect of such share, which, prior to the entering of such person’s name and
address upon the books of the Corporation, shall have been duly given to the record holder from whom such person derived his, her or its title to such share.
2
Section 5.
Quorum and Adjournments
. Except as may be otherwise required by law
or by the Articles, the holders of shares entitling them to exercise a majority of the voting power of the Corporation shall constitute a quorum to hold a shareholders’ meeting. Any meeting, whether or not a quorum is present, may be adjourned
from time to time and from place to place (i) by vote of the holders of a majority of the voting shares represented thereat, without notice other than by announcement at such meeting or (ii) as provided in Section 6(a) of this Article
I.
Section 6.
Order of Business
.
(a) The Chairman of the Board, or such other officer of the Corporation designated by a majority of the directors then in office, will call meetings of the shareholders to order, will determine the order
of business and will act as the presiding officer thereof, and will have the authority in his or her sole discretion to determine the rules of procedure of the meeting and regulate the conduct of the meeting, including without limitation (i) by
imposing restrictions on the persons (other than shareholders of the Corporation or their duly appointed proxies) who may attend the meeting; (ii) by ascertaining whether any shareholder or his or her proxy may be excluded from such meeting
based upon any determination by the presiding officer, in his or her sole discretion, that any such person has unduly disrupted the proceedings thereat; (iii) by determining the circumstances in which any person may make a statement or ask
questions at such meeting; (iv) by ruling on all procedural questions that may arise during or in connection with the meeting; (v) by determining whether any nomination of a director nominee or any business or proposal proposed to be
brought before the meeting has been properly brought before the meeting in accordance with these Regulations; and (vi) by adjourning the meeting.
(b) At an annual meeting of the shareholders, only such business or proposals (other than the nomination of candidates for election as directors of the Corporation, which is governed by Section 3 of
Article II) will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business or proposals must be (i) specified in the notice of meeting (or any supplement thereto) given in
accordance with Section 3 of this Article I; (ii) otherwise properly brought before the meeting by the presiding officer of the meeting or by or at the direction of a majority of the directors then in office; or (iii) properly
requested to be brought before the meeting by a shareholder of the Corporation pursuant to Section (6)(c), Section 6(d) and Section 6(e) of this Article I.
(c) For business to be properly requested by a shareholder to be brought before an annual meeting of shareholders, the shareholder must (i) be a shareholder of the Corporation of record at the time
of the giving of the notice for such annual meeting provided for in these Regulations and at the time of such annual meeting, (ii) be entitled to vote at such meeting, and (iii) have given timely notice in proper written form thereof in
writing to the Secretary.
(d) For a shareholder’s notice of business to be brought before an annual meeting to be timely,
the notice must be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not less than 90 nor more than 120 calendar days prior to the first anniversary of the date of the preceding year’s
annual meeting of shareholders; provided, however, that if the date of the annual meeting is advanced or delayed by more than 30 calendar days from the first anniversary of the preceding year’s annual meeting, then notice by the shareholder to
be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such meeting or the 10th calendar day following the day on which public announcement of the date of such meeting is first made. In no
event shall the public announcement of any postponement or adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. For purposes of these Regulations, “public
announcement” means disclosure in a press release reported by the Dow Jones News Service or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14, or 15(d) of the Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, or otherwise furnished to shareholders.
3
(e) For a shareholder’s notice of business to be brought before an annual meeting to be
in proper written form, a shareholder’s notice must set forth: (A) as to each matter the shareholder proposes to bring before the annual meeting: (1) a description in reasonable detail of the business or proposal proposed to be
brought before the annual meeting; (2) the text of the proposal (including the text of any related resolutions and the language of the proposed amendment(s) to the Articles or these Regulations, if any; and (3) the reasons for conducting
the business or proposal at the annual meeting; (B) as to each shareholder proposing such business or proposal and any shareholder associate: (1) the name and address of the shareholder and any shareholder associate; (2) a
representation that the shareholder is a holder of record of securities of the Corporation entitled to vote at the meeting and that the shareholder, or the beneficial owner on whose behalf the proposal or business is to be brought before the annual
meeting, intends to remain so through the date of the meeting and to present the business or proposal at the meeting; (3) the class, series and number of any securities of the Corporation that are owned of record or beneficially by each of
these persons as of the date of the shareholder’s notice and, if the shareholder is not the record holder of such securities, a written statement from the record holder of the securities verifying such ownership as of the date of the
shareholder’s notice; (4) a description of any material interests of any of these persons in the business or proposal proposed and of all arrangements between these persons and any other person in connection with the business or proposal,
including any proxy, contract or other arrangement, understanding or relationship pursuant to which any of these persons has a right to vote any securities of the Corporation; and (5) a description of (i) any derivative positions related
to any class or series of securities of the Corporation owned of record or beneficially by the shareholder or any shareholder associate and (ii) any hedging or other transaction or series of transactions, agreement, arrangement or understanding
with respect to any of the Corporation’s securities entered into or made by such shareholder or any shareholder associate; and (C) a representation as to whether the shareholder or any shareholder associate intends, or intends to be part
of a group that intends, to deliver a proxy statement and/or form of proxy to holders of the Corporation’s outstanding capital stock and/or otherwise to solicit proxies from shareholders in support of the business or proposal. Notwithstanding
the foregoing provisions of these Regulations, in order to include information regarding a shareholder proposal in the Corporation’s proxy statement for an annual meeting of shareholders, a shareholder must also comply with all applicable
requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in this Section 6(e). Nothing in this Section 6(e) will be deemed to affect any rights of shareholders to request inclusion of
proposals in the Corporation’s proxy statement pursuant to Rule
14a-8
under the Exchange Act.
(f) At a special meeting of shareholders, only such business and proposals may be conducted or considered as are properly brought before the special meeting. To be properly brought before a special
meeting, the business or proposal must be (i) specified in the notice of the meeting (or any supplement thereto) given in accordance with Section 3 of Article I, and in the case of a special meeting called by shareholders of the
Corporation pursuant to Section 2 of Article I, specified in the written request for the call of the special meeting, or (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of
the directors then in office.
4
(g) If the presiding officer of a meeting of shareholders determines that any business or
proposal has not been timely and properly brought before such meeting in accordance with the provisions of this Section 6, he or she will so declare to the meeting and any such business or proposal will not be conducted or considered.
Article II.
Directors
Section 1.
Number
. The number of directors shall be
not less than nine nor more than fifteen as may be determined by the vote of the shareholders entitling them to exercise a majority of the voting power of the Corporation at any annual meeting, and when so fixed such number shall continue to be the
authorized number of directors until changed by the shareholders by vote as aforesaid or by the directors as hereinafter provided. In addition to the authority of the shareholders to fix or change the number of directors, the directors, by majority
vote of the directors then in office, (i) may change the number of directors, provided that in no event may the directors fix the number of directors at less than nine nor more than fifteen and (ii) may fill any director’s office that
is created by an increase in the number of directors.
Section 2.
Classification and Election of Directors
. The
directors shall be divided into three classes each consisting of not less than three nor more than five directors. At each annual meeting of shareholders, successors to the class of directors whose term expires in that year will be elected to hold
office for a three-year term and until their respective successors are elected and qualified or until their prior resignation, death or removal. At such time as shareholders or directors fix or change the total number of directors comprising the
Board, they shall also fix, or determine the adjustment to be made to, the number of directors comprising the three classes of directors,
provided
,
however
, that no reduction in the number of directors shall of itself result in the
removal of or shorten the term of any incumbent director. In case of any increase in the number of directors of any class, any additional directors elected to such class shall hold office for a term which shall coincide with the terms of such class.
Except at a special meeting called for the purpose of removing directors, if permitted, or expanding the number of directors
,
directors may be elected only at an annual meeting of shareholders. Election of directors at a meeting of the
shareholders shall be by ballot whenever requested by any person entitled to vote at the meeting; but unless so requested, such election may be conducted in any way approved at such meeting.
Section 3.
Nominations
.
(a) Only individuals who are nominated in accordance with the procedures of this Section 3 shall be eligible for election as directors of the Corporation. Nominations for the election of directors
may be made only at an annual meeting of shareholders and only (i) by the affirmative vote of a majority of the directors then in office or (ii) by any shareholder who is a shareholder of record at the time of giving of notice of a meeting
of shareholders who is entitled to vote for the election of directors at such meeting and who makes the nomination pursuant to timely notice in proper written form to the Secretary in compliance with the procedures set forth in this Section 3.
5
(b) For nominations of persons for election as directors at an annual meeting to be timely,
a shareholder’s notice must be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not less than 90 nor more than 120 calendar days prior to the first anniversary of the date of the
preceding year’s annual meeting of shareholders; provided, however, that if the date of the annual meeting is advanced or delayed by more than 30 calendar days from the first anniversary of the preceding year’s annual meeting, then notice
by the shareholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such meeting or the 10th calendar day following the day on which public announcement of the date of
such meeting is first made. In no event shall the public announcement of any postponement or adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above.
(c) For a shareholder’s nomination to be in proper written form, a shareholder’s notice must set forth: (A) as to each
person who is not an incumbent director of the Corporation whom the shareholder proposes to nominate for election as a director, (1) the name, age, business address and residence address of such person; (2) the principal occupation or
employment of such person; (3) the class, series and number of any securities of the Corporation that are owned of record or beneficially by such person as of the date of the notice, and, if the shareholder is not the record holder of such
securities, a written statement from the record holder of the securities verifying such ownership as of the date of the notice; (4) any other information relating to such person that is required to be disclosed in solicitations for proxies for
elections of directors pursuant to Regulation 14A under the Exchange Act (or any comparable successor rule or regulation under the Exchange Act); and (5) any other information relating to such person that the Board or any nominating committee
of the Board reviews in considering any person for nomination as a director, as will be provided by the Secretary of the Corporation upon request; (B) as to the shareholder giving the notice and any shareholder associate, (1) the name and
address of the shareholder and any shareholder associate; (2) a representation that the shareholder is a holder of record of securities of the Corporation entitled to vote at the meeting and that the shareholder, or the beneficial owner on
whose behalf the nomination is made, intends to remain so through the date of the meeting and to nominate at the meeting the person(s) specified in the notice; (3) the class, series and number of any securities of the Corporation that are owned
of record or beneficially by each of these persons as of the date of the shareholder’s notice, if the shareholder is not the record holder of such securities, a written statement from the record holder of the securities verifying such ownership
as of the date of the notice; (4) a description of all arrangements between these persons and any other person in connection with the nomination, including any proxy, contract or other arrangement, understanding or relationship pursuant to
which any of these persons has a right to vote any securities of the Corporation; and (5) a description of (i) any derivative positions related to any class or series of securities of the Corporation owned of record or beneficially by the
shareholder or any shareholder associate and (ii) any hedging or other transaction or series of transactions, agreement, arrangement or understanding with respect to any of the Corporation’s securities entered into or made by such
shareholder or any shareholder associate; (C) a representation as to whether the shareholder or any shareholder associate intends, or intends to be part of a group that intends, to deliver a proxy statement and/or form of proxy to holders of
the Corporation’s outstanding capital stock and/or otherwise to solicit proxies from shareholders in support of the election of the proposed nominee; and (D) a written consent of each proposed nominee to serve as a director of the
Corporation, if elected, and a representation that the proposed nominee (i) does not or will not have any undisclosed voting commitments or other arrangements with respect to his or her actions as a director and (ii) will comply with these
Regulations and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies, principles and guidelines of the Corporation.
6
(d) If the presiding officer of a meeting of shareholders determines that any nomination has
not been timely and properly brought before such meeting in accordance with the provisions of this Section 3, he or she will so declare to the meeting and such defective nomination will be disregarded.
Section 4.
Vacancies
. Whenever any vacancy shall occur among the directors, the remaining directors shall constitute the
directors of the Corporation until such vacancy is filled or until the number of directors is changed as above provided. The remaining directors, though less than a majority of the authorized number of directors, may, by a vote of a majority of the
directors, fill any vacancy for the unexpired term.
Section 5.
Removal
. All the directors, all the directors of a
particular class, or any individual director may be removed from office by the shareholders only for cause by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed.
Section 6.
Organization Meeting
. After each annual meeting of the shareholders, or special meeting held in lieu thereof, the
newly elected directors, if a quorum thereof be present, shall hold an organization meeting at the same place or at such other time and place as may be fixed by the shareholders at their meeting or determined by the directors, for the purpose of
electing officers and transacting any other business. Notice of such meeting need not be given. If for any reason said organization meeting is not held at such time, a special meeting for such purpose shall be held as soon thereafter as practicable.
Section 7.
Regular Meetings
. Regular meetings of the directors may be held at such time and places within or
without the State of Ohio as the Board may determine from time to time.
Section 8.
Special Meetings
. Special
meetings of the directors may be held at any time within or without the State of Ohio, upon call by the Chairman of the Board, the President, or upon the written request of not less than one-third of the authorized number of directors.
Section 9.
Notice of Meetings
. Notice of each organization, regular or special meeting of directors shall be given to each
director not less than twenty-four hours prior to such meeting either personally or by mail, telephone, facsimile, electronic mail or similar medium of communication. Unless otherwise indicated in the notice thereof, any business may be transacted
at any organization, regular, or special meeting.
Section 10.
Action by Written Consent
. Any action that may be
authorized or taken at a meeting of the directors 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 directors, which writing or writings shall be filed with or
entered upon the records of the Corporation. A facsimile, electronic mail, or any other electronic or other transmission capable of authentication that appears to have been sent by or on behalf of a director and that contains an affirmative vote or
approval of such director is a signed writing for the purposes of this Section 10.
7
Section 11.
Quorum and Adjournments
. A majority of the directors then in office
shall constitute a quorum. Any meeting, whether or not a quorum is present, may be adjourned from time to time and place to place within or without the State of Ohio by vote of a majority of the directors present without notice other than by
announcement at the meeting. At any meeting at which a quorum is present, all questions and business shall be determined by the affirmative vote of not less than a majority of the directors present.
Section 12.
Compensation
. The directors are authorized to fix a reasonable retainer for directors or a reasonable fee for
attendance at any meeting of the directors, the Executive Committee, or other committees elected under
Article III
, or any combination of retainer and attendance fee,
provided
that no compensation as director shall be paid to any
director who is an employee of the Corporation or of a subsidiary. In addition to such compensation or fees provided for directors, they shall be reimbursed for any expenses incurred by them in traveling to and from such meetings.
Section 13.
Emergency By-Laws
. The directors are authorized to adopt emergency by-laws, subject to repeal or change by action
of the shareholders, which shall be operative only during an emergency as defined in Section 1701.01 (U) of the Ohio Revised Code. Such emergency by-laws may make such provisions and have such effect as are permitted by
Section 1701.11 of the Ohio Revised Code.
Article III.
Committees
Section 1.
Membership and Organization of Executive Committee
.
(a) The directors may, at any time, elect from their number an Executive Committee which shall consist of not less than three members and
which shall include in any event the President, each of whom shall hold office during the pleasure of the directors and may be removed at any time, with or without cause, by vote thereof. The directors may elect one or more directors as alternate
members of the Committee, who may take the place of any absent member or members at any meeting of the Committee.
(b)
Vacancies occurring in the Committee may be filled by the directors.
(c) The Committee may appoint one of its own number as
Chairman who shall preside at all meetings and may also appoint a Secretary (who need not be a member of the Committee) who shall keep its records and who shall hold office during the pleasure of the Committee.
Section 2.
Meetings of Executive Committee
.
(a) Stated meetings of the Committee may be held without notice of the time, place, or objects thereof and shall be held at such times and places within or without the State of Ohio as the Committee may
from time to time determine.
(b) Special meetings may be held at any place within or without the State of Ohio and until
otherwise ordered by the Committee shall be held at any time and place at the call of the Chairman or any two members thereof, upon such notice as the Committee may from time to time determine.
8
(c) The Committee may act without a meeting, by writing or writings signed by all its
members. A facsimile, electronic mail, or any other electronic or other transmission capable of authentication that appears to have been sent by a member of the Committee and that contains an affirmative vote or approval of such member is a signed
writing for the purposes of this Section 2(c).
(d) A majority of the members of the Committee shall be necessary for the
transaction of any business, and at any meeting the Committee may exercise any or all of its powers and any business which shall come before any meeting may be transacted thereat,
provided
a majority of the Committee is present, but in every
case the affirmative vote of a majority of all of the members of the Committee shall be necessary to any action by it taken.
Section 3.
Powers of Executive Committee
. Except as its powers, duties, and functions may be limited or prescribed by the
directors, during the intervals between the meetings of the directors the Committee shall possess and may exercise all the powers of the directors in the management and control of the business of the Corporation;
provided
, that the Committee
shall not be empowered to declare dividends, elect officers, or fill vacancies among the directors or Executive Committee. All actions of the Committee shall be reported to the directors at their meeting next succeeding such action and shall be
subject to revision or alteration by the directors,
provided
that no rights of any third person shall be affected thereby.
Section 4.
Other Committees
. The directors may elect other committees from among the directors in addition to or in lieu of the Executive Committee and give to them any of the powers that
under the foregoing provisions could be vested in an Executive Committee.
Sections 1 and 2 of this Article III
and the reporting requirements of
Section 3 of this Article III
shall be applicable to such other committees, except
that the President need not be a member of any such committee.
Article IV.
Officers
Section 1.
Officers Designated
. The directors at their organization meeting or special meeting held in lieu thereof shall
elect a President, one or more Vice Presidents, a Secretary, and a Treasurer, and, in their discretion, a Chairman of the Board and such other officers as the directors may deem necessary. The Chairman of the Board and the President shall, and the
other officers may, but need not, be chosen from among the directors. Any two or more of such offices, other than that of President and Vice President, Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.
Section 2.
Tenure of Office
. The officers of the Corporation shall hold office until the next annual meeting of the directors and until their successors are chosen and qualified, except in case of resignation, death, or removal. The directors may remove
any officer at any time with or without cause by a majority vote of the directors then in office. A vacancy, however created, in any office may be filled by election by the directors.
Section 3.
Chairman of the Board
. The Chairman of the Board, if any, shall preside at meetings of the shareholders and of the
directors, and shall have such other powers and duties as from time to time may be prescribed by the directors.
Section 4.
President
. In the absence of the Chairman of the Board, the President shall preside at meetings of the
shareholders and of the directors. He may execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Corporation and shall have such other powers and duties as may be prescribed by the directors.
9
Section 5.
Chief Executive Officer
. Either the Chairman of the Board or the
President shall be designated by the directors as the chief executive officer of the Corporation and the one so designated shall have general supervision over its property, business, and affairs and shall perform all duties incident to such office,
subject to the directions of the directors.
Section 6.
Vice Presidents
. The Vice Presidents shall have such
powers and duties as may be prescribed by the directors or as may be delegated by the President. In the case of absence or disability of the President or when circumstances prevent the President from acting, the Vice Presidents, in the order
designated by the directors, shall perform the President’s duties. In case the President and the Vice President or Vice Presidents are absent or unable to perform their duties, the directors may appoint a President pro tempore.
Section 7.
Secretary
. The Secretary shall keep the minutes of all meetings of the shareholders and of the directors. He shall
keep such records as may be required by the directors, shall have charge of the seal of the Corporation, shall give all notices of shareholders’ and directors’ meetings required by law or by these Regulations or otherwise,
provided
that any person or persons entitled to call a shareholders’ or directors’ meeting may give such notice. The Secretary shall have such other powers and duties as the directors may prescribe.
Section 8.
Treasurer
. The Treasurer shall receive and have in charge all moneys, bills, notes, bonds, stocks and securities
in other corporations, and similar property belonging to the Corporation and shall do with the same as may be ordered by the directors. He shall keep accurate financial accounts and hold the same open for inspection and examination of the directors.
On the expiration of his term of office, he shall turn over to his successor or to the directors all property, books, papers, and moneys of the Corporation in his hands. The Treasurer shall have such other powers and duties as the directors may
prescribe.
Section 9.
Other Officers
. Any Assistant Secretary or Assistant Treasurer and any other officer the
directors may elect shall have such powers and duties as the directors may prescribe.
Section 10.
Authority to
Execute Documents
. The authority of each Vice President, the Secretary, and the Treasurer to execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Corporation shall be coordinate with the like powers
of the President, and any such instrument so executed by any Vice President, the Secretary, or the Treasurer shall be as valid and binding as though executed by the President.
Section 11.
Delegation of Duties
. The directors are authorized to delegate the duties of any officer to any other officer and generally to control the action of the officers and to require the
performance of duties in addition to those mentioned herein.
Section 12.
Compensation
. The directors are
authorized to determine or to provide the method of determining the compensation of all officers.
Section 13.
Bond
. Any officer or employee, if required by the directors, shall give bond in such sum and with such security as the directors may require for the faithful performance of his duties.
10
Section 14.
Signing Checks and other Instruments
. The directors are authorized
to determine or provide the method of determining the manner in which checks, notes, bills of exchange, and other obligations and instruments of the Corporation shall be signed, countersigned, or endorsed.
Article V.
Indemnification
The Corporation shall indemnify any director or officer and any former director or officer of the Corporation and any such director or officer who is or has served at the request of the Corporation as a
director, officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (and his heirs, executors and administrators) against expenses, including attorney’s fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him by reason of the fact that he is or was such director, officer or trustee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative to the full extent permitted by applicable law. The indemnification provided for herein shall not be deemed to restrict the power of the Corporation (i) to indemnify employees, agents and others to the extent not prohibited by
law; (ii) to purchase and maintain insurance or furnish similar protection on behalf of or for any person who is or was a director, officer or employee of the Corporation, or any person who is or was serving at the request of the Corporation as
a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such;
and (iii) to enter into agreements with persons of the class identified in clause (ii) above indemnifying them against any and all liabilities (or such lesser indemnification as may be provided in such agreements) asserted against or
incurred by them in such capacities. Any repeal or modification of this Article V will not adversely affect any indemnification rights of any director or officer relating to any action that occurred prior to such amendment.
Article VI.
Corporate Seal
The corporate seal of the Corporation shall be circular in form and contain the name of the Corporation.
Article VII.
Control Share Acquisitions
Section 1701.831 of the Ohio Revised Code does not apply to “control share acquisitions” of shares of capital stock of the
Corporation.
Article VIII.
Amendments
These Regulations may be altered, changed, or amended in any
respect or superseded by new regulations in whole or in part (i) by the Board, to the extent permitted by the Ohio Revised Code; (ii) by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the
voting power of the Corporation on such proposal at any annual or special meeting called for such purpose; or (iii) without a meeting by the written consent of the holders of record of shares entitling them to exercise two-thirds of the voting
power of the Corporation. In case of adoption of any regulation or amendment by such written consent of shareholders, the Secretary shall enter the same in his records and mail a copy thereof to each shareholder entitled to vote who did not
participate in the adoption thereof.
11
