EX-4(B)



 








Exhibit 4(b)




AMENDED AND RESTATED CODE OF REGULATIONS




OF

BRUSH ENGINEERED MATERIALS INC.




Shareholder Meetings




     1. Time And Place Of Meetings. All meetings of the shareholders for the election of directors
or for any other purpose will be held at such time and place, within or without the State of Ohio,
as may be designated by the Board of Directors or, in the absence of a designation by the Board of
Directors, the Chairman of the Board of Directors, if any (the ‘Chairman”), the President, the
Secretary or any other individual entitled to give notice pursuant to Regulation 4. The time of the
meeting shall be stated in the notice of meeting. The Board of Director may postpone and reschedule
any previously scheduled annual or special meeting of the shareholders.



     2. Annual Meeting. An annual meeting of the shareholders will be held at such time and place
as may be designated pursuant to Regulation 1, at which meeting the shareholders will elect
directors to succeed those directors whose terms expire at such meeting and will transact such
other business as may be brought properly before the meeting in accordance with Regulation 9. If
the annual meeting is not held or if the number of directors elected thereat is not sufficient to
replace the directors whose terms expire at that meeting and to fill all other vacancies, directors
may be elected at a special meeting called for the purpose of electing directors.



     3. Special Meetings. (a) Special meetings of shareholders maybe called by the Chairman, by the
President, by a Vice President, by a majority of the Board of Directors acting with or without a
meeting or by any person or persons who hold not less than 50% of all the shares outstanding and
entitled to be voted on any proposal to be submitted at the meeting to be called. Special meetings
of the holders of shares that are entitled to call a special meeting by virtue of any Preferred
Stock Designation may call such meetings in the manner and for the purposes provided in the
applicable terms of such Preferred Stock Designation. For purposes of this Amended and Restated
Code of Regulations, “Preferred Stock Designation” means the express terms of shares of any class
or series of capital stock of the Corporation, whether now or hereafter issued, with rights to
distributions senior to those of the Common Stock including, without limitation, any relative,
participating, optional or other special rights and privileges of, and any qualifications or
restrictions on, such shares.



     (b) Upon written request by any person or persons entitled to call a meeting of shareholders
delivered in person or by registered mail to the President or the Secretary, such officer shall
forthwith cause notice of the meeting to be given to the shareholders entitled to notice of such
meeting in accordance with Regulation 4. If such notice shall not be given within 60 days after the
delivery or mailing of such request, the person or persons requesting the meeting may fix the time
of the meeting and give, or cause to be given, notice in the manner provided in Regulation 4.



     4. Notice Of Meetings. Written notice of every meeting of the shareholders called in
accordance with these Regulations (including any postponed and rescheduled meeting), stating the
time, place and purposes for which the meeting is called, will be given by or at the direction of
the President, a Vice President, the Secretary or an Assistant Secretary (or in case of their
refusal to give notice by the person or persons entitled to call the meeting under Regulation 3).
Such notice twill be given by personal delivery, by mail or by electronic medium not fewer than 7
nor more than 60 calendar days before the date of the meeting to each shareholder of record
entitled to notice of such meeting. If such notice is mailed, it shall be addressed to the
shareholders at their respective addresses as they appear on the records of the Corporation, and
notice shall be deemed to have been given on the day so mailed. 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.



     5. Inspectors. Inspectors of election may be appointed to act at any meeting of shareholders
in accordance with Ohio law.



 









 





     6. Shareholder Lists. At any meeting of shareholders, an alphabetically arranged list, or
classified lists, of the shareholders of record as of the applicable record date who are entitled
to vote, showing their respective addresses and the number and classes of shares held by each,
shall be produced on the request of any shareholder.



     7. Quorum. To constitute a quorum at any meeting of shareholders, there shall be present, in
person or by proxy, shareholders of record entitled to exercise not less than a majority of the
voting power of the Corporation in respect of any one of the purposes for which the meeting is
called, unless a greater or lesser number is expressly provided for with respect to a particular
class or series of capital stock by the terms of any applicable Preferred Stock Designation. Except
as may be otherwise provided in any Preferred Stock Designation, the holders of a majority of the
voting power of the Corporation represented in person or by proxy at a meeting of shareholders,
whether or not a quorum be present, may adjourn the meeting from time to time. For purposes of this
Amended and Restated Code of Regulations, “voting power of the Corporation” means the aggregate
voting power of (a) all the outstanding shares of Common Stock of the Corporation and (b) all the
outstanding shares of any class or series of capital stock of the Corporation that has (i) rights
to distributions senior to those of the Common Stock including, without limitation, any relative,
participating, optional or other special rights and privileges of, and any qualifications or
restrictions on, such shares and (ii) voting rights entitling such shares to vote generally in the
election of directors.



     8. Voting. Except as otherwise expressly required by law, the Amended and Restated Articles of
Incorporation or this Amended and Restated Code of Regulations, at any meeting of shareholders at
which a quorum is present, a majority of the votes cast, whether in person or by proxy, on any
matter properly brought before such meeting in accordance with Regulation 9 will be the act of the
shareholders. An abstention shall not represent a vote cast. A shareholder may revoke any proxy
that is not irrevocable by attending the meeting and voting in person or by filing with the
Secretary written notice of revocation or a later appointment. The vote upon any question brought
before a meeting of the shareholders may be by voice vote, unless otherwise required by law, the
Amended and Restated Articles of Incorporation or this Amended and Restated Code of Regulations or
unless the presiding officer otherwise determines. Every vote taken by written ballot will be
counted by the inspectors of election, if inspectors of election are appointed.



     9. Order Of Business. (a) The Chairman, or such other officer of the Corporation as is
designated by a majority of the total number of directors that the Corporation would have if there
were no vacancies on the Board of Directors (such number being referred to as the “Whole Board”),
will call meetings of shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the presiding officer of the
meeting of shareholders will also determine the order of business and have the authority in his or
her sole discretion to regulate the conduct of any such 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 any such shareholders’ meeting, (ii) by ascertaining whether any
shareholder or his proxy may be excluded from any meeting of shareholders based upon the presiding
officer’s determination that any such person has unduly disrupted or is likely to disrupt the
proceedings of the meeting and (iii) by determining the circumstances in which and time at which
any person may make a statement or ask questions at any meeting of shareholders.



     (b) At an annual meeting of the shareholders, only such business will be conducted or
considered as is properly brought before the meeting. To be properly brought before an annual
meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the President, a Vice President, the Secretary or an Assistant Secretary
in accordance with Regulation 4, (ii) otherwise properly brought before the meeting by the
presiding officer or by or at the direction of a majority of the Whole Board or (iii) otherwise
properly requested to be brought before the meeting by a shareholder of the Corporation in
accordance with Regulation 9(c).



     (c) For business to be properly requested by a shareholder to be brought before an annual
meeting, 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 as provided for in this Amended and Restated Code of
Regulations, (ii) be entitled to vote at such meeting and (iii) have given timely written notice of
the request to the Secretary. To be timely, a shareholder’s notice must be delivered to or mailed
and received at the principal executive offices of the



 









 







Corporation not fewer than 60 nor more than 90 calendar days prior to the annual meeting;
provided, however, that in the event public announcement of the date of the annual meeting is not
made at least 75 calendar days prior to the date of the annual meeting and the annual meeting is
held on a date more than ten calendar days before or after the first anniversary of the date on
which the prior year’s annual meeting was held, notice by the shareholder, to be timely, must be so
received not later than the close of business on the 10th calendar day following the day on which
public announcement is first made of the date of the annual meeting. A shareholder’s notice to the
Secretary must set forth as to each matter the shareholder proposes to bring before the annual
meeting (A) a description in reasonable detail of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and
address, as they appear on the Corporation’s books, of the shareholder proposing such business and
of the beneficial owner, if other than the shareholder, on whose behalf the proposal is made, (C)
the class and number of shares of the Corporation that are owned beneficially and of record by the
shareholder proposing such business and by the beneficial owner, if other than the shareholder, on
whose behalf the proposal is made and (D) any material interest of the shareholder proposing such
business and the beneficial owner, if other than the shareholder, on whose behalf the proposal is
made in such business. Notwithstanding the foregoing provisions of this Amended and Restated Code
of Regulations, a shareholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Regulation 9(c). For purposes of this Regulation 9(c) and Regulation 14,
“public announcement” means disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, or publicly filed by the Corporation with any national
securities exchange or quotation service through which the Corporation’s stock is listed or traded,
or furnished by the Corporation to its shareholders. Nothing in this Regulation 9(c) 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 Securities Exchange Act of 1934, as amended.



     (d) At a special meeting of shareholders, only such business may be conducted or considered as
is properly brought before the meeting. To be properly brought before a special meeting, business
must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the
direction of the President, a Vice President, the Secretary or an Assistant Secretary (or in case
of their failure to give any required notice, the other persons entitled to give notice) in
accordance with Regulation 4 or (ii) otherwise brought before the meeting by the presiding officer
or by or at the direction of a majority of the Whole Board.



     (e) The determination of whether any business sought to be brought before any annual or
special meeting of the shareholders is properly brought before such meeting in accordance with this
Regulation 9 will be made by the presiding officer of such meeting. If the presiding officer
determines that any business is not properly brought before such meeting, he or she will so declare
to the meeting and any such business will not be conducted or considered.



     10. Report To Shareholders. At the annual meeting, or at the meeting held in lieu thereof, the
officers of the Corporation shall lay before the shareholders a financial statement as required by
statute.



     11. Action Without A Meeting. Any action that may be authorized or taken at a meeting of the
shareholders may be authorized or taken without a meeting in a writing or writings signed by all of
the shareholders who would be entitled to notice of a meeting for such purpose, which writing or
writings shall be filed with or entered upon the records of the Corporation.



     12. Function. Except where the law, the Amended and Restated Articles of Incorporation or this
Amended and Restated Code of Regulations requires action to be authorized or taken by the
shareholders, all of the authority of the Corporation shall be exercised by or under the direction
of the Board of Directors.



     13. Number, Terms And Election Of Directors. (a) The directors of the corporation, other than
those who may be expressly elected by virtue of the terms of any Preferred Stock Designation, shall
be classified with respect to the time for which they severally hold office into three classes.
Except as may be otherwise provided in any Preferred Stock Designation, each class will consist of
not less than three directors, unless and until the



 









 







number of directors of any such class is changed in accordance with this Regulation 13. The
number of directors of any class will be determined from time to time by (i) the affirmative vote
of the holders of a majority of the voting power of the Corporation, voting together as a single
class, or (ii) a vote of a majority of the Whole Board, provided that the number of directors of
any class changed by a vote of a majority of the Whole Board shall not differ by more than one from
the number of directors of such class as last fixed by the shareholders.



     (b) The directors first appointed to Class I will hold office for a term expiring at the
annual meeting of shareholders to be held in 2001; the directors first appointed to Class II will
hold office for a term expiring at the annual meeting of shareholders to be held in 2002; and the
directors first appointed to Class 111 will hold office for a term expiring at the annual meeting
of shareholders to be held in 2003. The members of each class will hold office until their
successors are elected. At each annual meeting beginning in 2001, directors will be elected for a
term of three years from the date of their election and until the election of their successors.



     (c) At each annual meeting of the shareholders of the Corporation, the successors to the
directors whose terms expire at that meeting shall be elected by a plurality of all the votes cast
at such meeting. Cumulative voting in the election of directors shall be permitted as provided by
statute. Election of directors of the Corporation need not be by written ballot unless requested by
the presiding officer or by the holders of a majority of the voting power of the Corporation
present in person or represented by proxy at a meeting of the shareholders at which directors are
to be elected. Directors may also be elected by a majority of the votes cast at a special meeting
called for the purpose of electing directors or as may otherwise be provided by any Preferred Stock
Designation.



     14. Newly Created Directorships And Vacancies. Except as may be otherwise provided in any
Preferred Stock Designation, any vacancy (including newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal, or other cause) may be filled by (i) the affirmative
vote of a majority of the remaining directors then in office, even though less than a quorum of the
Board of Directors, (ii) sole remaining director or (iii) the affirmative vote of the holders of a
majority of the Voting Power of the Corporation, voting together as a single class, after a vote to
increase the number of directors at a meeting called for that purpose in accordance with this
Amended and Restated Code of Regulations. Any director elected in accordance with this Regulation
14, any Preferred Stock Designation or applicable statute will hold office for the remainder of the
full term of the class of directors in which the new directorship was created or the vacancy
occurred and until such director’s successor has been elected.



     15. Removal. Except as may otherwise be provided by any Preferred Stock Designation, all
Directors, for whatever terms elected, shall hold office subject to applicable statutory provisions
as to the creation of vacancies and removal. No decrease in the number of directors constituting
the Board of Directors may shorten the term of any incumbent director.



     16. Nominations Of Directors; Election. (a) Except as maybe otherwise provided in any
Preferred Stock Designation, only persons who are nominated in accordance with this Regulation 16
will be eligible for election at a meeting of shareholders to be members of the Board of Directors
of the Corporation.



     (b) Nominations of persons for election as directors of the Corporation may be made only at a
meeting of shareholders (i) by or at the direction of the Board of Directors or a committee thereof
or (ii) by any shareholder who is a shareholder of record at the time of giving of notice provided
for in this Regulation 16, who is entitled to — vote for the election of directors at such meeting,
and who complies with the procedures set forth in this Regulation 16. All nominations by
shareholders must be made to the Secretary in proper written form and must be timely.



     (c) To be timely, a shareholder’s notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, in the case of a special meeting of the
shareholders, at the time the meeting request is made in accordance with Regulation 3, or, in the
case of an annual meeting, not fewer than 60 nor more than 90 calendar days prior to such annual
meeting; provided, however, that in the event that public announcement of the date of the annual
meeting is not made at least 75 calendar days prior to the date of the annual meeting and the
annual meeting is held on a date more than one week before or after the first



 









 







anniversary of the date on which the prior year’s annual meeting was held, notice by the
shareholder to be timely must be so received not later than the close of business on the 10th
calendar day following the day on which public announcement is first made of the date of the annual
meeting.



     (d) To be in proper written form, such shareholder’s notice must set forth or include:




     (i) the name and address, as they appear on the Corporation’s books, of the shareholder
giving the notice and of the beneficial owner, if any, on whose behalf the nomination is
made;




     (ii) a representation that the shareholder giving the notice is a holder of record of
stock of the Corporation entitled to vote at such annual meeting and intends to appear in
person or by proxy at the annual meeting to nominate the person or persons specified in the
notice;




     (iii) the class and number of shares of stock of the Corporation owned beneficially and
of record by the shareholder giving the notice and by the beneficial owner, if any, on whose
behalf the nomination is made;




     (iv) a description of all arrangements or understandings between or among any of (A)
the shareholder giving the notice, (B) the beneficial owner on whose behalf the notice is
given, (C) each nominee and (D) any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the shareholder giving the
notice;




     (v) such other information regarding each nominee proposed by the shareholder giving
the notice as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and




     (vi) the signed consent of each nominee to serve as a director of the Corporation if so
elected.



     (e) The presiding officer of any annual meeting may, if the facts warrant, determine that a
nomination was not made in accordance with this Regulation 16, and if he or she should so
determine, he or she will so declare to the meeting, and the defective nomination will be
disregarded. Notwithstanding the foregoing provisions of this Regulation 16, a shareholder must
also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth in this Regulation
16.



     17. Resignation. Any director may resign at any time by giving written notice of his
resignation to the Chairman or the Secretary. Any resignation will be effective upon actual receipt
by any such person or, if later, as of the date and time specified in such written notice.



     18. Regular Meetings. Regular meetings of the Board of Directors shall be held immediately
after the annual meeting of the shareholders and at such other time and place either within or
without the State of Ohio as may from time to time be determined by a majority of the Whole Board.
Notice of regular meetings of the Board of Directors need not be given.



     19. Special Meetings. Special meetings of the Board of Directors maybe called by the Chairman,
by the President, by a Vice President, by the Secretary or by any two directors. Notice of special
meetings, stating the place, date and hour, shall be given to each director by whom such notice is
not waived. Notice must be given either personally or by mail, telephone, telegram, telex,
facsimile or similar medium of communication not less than twenty- four hours before the designated
hour for such meeting. Special meetings of the Board of Directors may be held at such time and
place either within or without the State of Ohio as is determined by a majority of the Whole Board
or specified in the notice of any such meeting.



     20. Quorum And Vote. At all meetings of the Board of Directors, a majority of the total number
of directors then in office will constitute a quorum for the transaction of business. Except as may
be otherwise provided in any Preferred Stock Designation or by this Amended and Restated Code of
Regulations, the act of a



 









 







majority of the directors present at any meeting at which a quorum is present will be the act
of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time to another time or place,
without notice other than announcement at the meeting, until a quorum is present.



     21. Action Without A Meeting. Any action that may be authorized or taken at a meeting of the
Board of Directors may be authorized or taken without a meeting 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.



     22. Participation In Meetings By Communications Equipment. Meetings of the Board of Directors
or of any committee of the Board of Directors may be held through any means of communications
equipment if all persons participating can hear each other, and such participation will constitute
presence in person at such meeting.



     23. Committees. The Board of Directors may from time to time create an executive committee or
any other committee or committees of directors to act in the intervals between meetings of the
Board of Directors and may delegate to such committee or committees any of its authority other than
that of filling vacancies among the Board of Directors or in any committee of the Board of
Directors. Each committee shall consist of one or more directors. The Board of Directors may
appoint one or more directors as alternate members of any such committee to take the place of
absent committee members at meetings of such committee. Unless otherwise ordered by the Board of
Directors, a majority of the members of any committee appointed by the Board of Directors pursuant
to this Regulation 23 shall constitute a quorum at any meeting thereof, and the act of a majority
of the members present at a meeting at which a quorum is present shall be the act of such
committee. Action may be taken by any such committee without a meeting by a writing or writings
signed by all of its members. Any such committee shall prescribe its own rules for calling and
holding meetings and its method of procedure, subject to any rules prescribed by the Board of
Directors, and will keep a written record of all action taken by it.



     24. Compensation. The Board of Directors may establish the compensation and expense
reimbursement policies for directors in exchange for service on the Board of Directors and on
committees of the Board of Directors, for attendance at meetings of the Board of Directors or
committees of the Board of Directors, and for other services by directors to the Corporation or any
of its subsidiaries.



     25. Bylaws. The Board of Directors may adopt Bylaws for the conduct of its meetings and those
of any committees of the Board of Directors that are not inconsistent with the Amended and Restated
Articles of Incorporation or this Amended and Restated Code of Regulations.



OFFICERS




     26. Generally. The Corporation may have a Chairman, elected by the directors from among their
number, and shall have a President, who shall also be a director, a Secretary and a Treasurer. The
Corporation may also have one or more Vice Presidents and such other officers and assistant
officers as the Board of Directors may deem appropriate. If the Board of Directors so desires, it
may elect a Chief Executive Officer to manage the affairs of the Corporation, subject to the
direction and control of the Board of Directors. All of the officers shall be elected by the Board
of Directors. Notwithstanding the foregoing, by specific action, the Board of Directors may
authorize the Chairman or the President to appoint any person to any office other than Chairman,
President, Secretary or Treasurer. Any number of offices may be held by the same person, and no two
offices must be held by the same person. Any of the offices, other than the office of President,
Secretary and Treasurer, may be left vacant from time to time as the Board of Directors may
determine. In case of the absence or disability of any officer of the Corporation or for any other
reason deemed sufficient by a majority of the Board of Directors, the Board of Directors may
delegate the absent or disabled officer’s powers or duties to any other officer or to any director.



     27. Authority And Duties Of Officers. The officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their respective offices, or
as may be specified from time to



 









 







time by the Board of Directors, regardless of whether such authority and duties are
customarily incident to such office.



     28. Compensation. The compensation of all officers and agents of the Corporation who are also
members of the Board of Directors of the Corporation will be fixed by the Board of Directors or by
a committee of the Board of Directors. The Board of Directors may fix the compensation of the other
officers and agents of the Corporation, or delegate the power to fix such compensation, to the
Chief Executive Officer or any other officer of the Corporation.



     29. Succession. The officers of the Corporation will hold office until their successors are
elected pursuant to Regulation 26. Any officer may be removed at any time by the affirmative vote
of a majority of the Whole Board. Any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors or by the Chairman or President as provided in Regulation 26.



STOCK




     30. Transfer And Registration Of Certificates. The Board of Directors shall have authority to
make such rules and regulations as it deems expedient concerning the issuance, transfer and
registration of certificates for shares and the shares represented thereby and may appoint transfer
agents and registrars thereof.



     31. Substituted Certificates. Any person claiming a certificate for shares to have been lost,
stolen or destroyed (i) shall make an affidavit or affirmation of that fact, (ii) shall give the
Corporation and its registrar or registrars and its transfer agent or agents a bond of indemnity
satisfactory to the Board of Directors or a committee thereof or to the President or a Vice
President and the Secretary or the Treasurer and (iii) shall, if required by the Board of Directors
or a committee thereof or the officers named in this Regulation 31, advertise the fact that the
certificate has been lost, stolen or destroyed, whereupon a new certificate may be executed and
delivered of the same tenor and for the same number of shares as the one alleged to have been lost,
stolen or destroyed.



     32. Voting Of Shares Held By The Corporation. Unless otherwise ordered by the Board of
Directors, the President, in person or by proxy or proxies appointed by him, shall have full power
and authority on behalf of the Corporation to vote, act and consent with respect to any shares
issued by other corporations and owned by the Corporation.



     33. Record Dates And Owners. (a) In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to
designate an agent to act on behalf of the shareholders to call a special meeting of shareholders,
or to take any other collective action on behalf of the shareholders, the Board of Directors may
fix a record date, which will not be fewer than 7 nor more than 60 calendar days before the date of
such meeting. If no record date is fixed by the Board of Directors, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders will be the date next
preceding the day on which notice is given, or, if notice is waived, the date next preceding the
day on which the meeting is held.



     (b) The Corporation will be entitled to treat the person in whose name shares are registered
on the books of the Corporation as the absolute owner thereof, and will not be bound to recognize
any equitable or other claim to, or interest in, such share on the part of any other person,
whether or not the Corporation has knowledge or notice of the claim or interest, except as
expressly provided by applicable law.



     34. Indemnification.



     (a) The Corporation shall indemnify, to the full extent then permitted by law, any director or
officer or former director or officer 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, by reason of the fact that he is or was a member of the
Board of Directors or an officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The Corporation



 









 







shall pay, to the full extent then required by law, expenses, including attorney’s fees,
incurred by a member of the Board of Directors in defending any such action, suit or proceeding as
they are incurred, in advance of the final disposition thereof.



     (b) To the full extent then permitted by law, the Corporation may indemnify employees, agents
and other persons and may pay expenses, including attorney’s fees, incurred by any employee, agent
or other person in defending any action, suit or proceeding as such expenses are incurred, in
advance of the final disposition thereof.



     (c) The indemnification and payment of expenses provided by this Regulation 34 shall not be
exclusive of, and shall be in addition to, any other rights granted to any person seeking
indemnification under any law, the Amended and Restated Articles of Incorporation, any agreement,
vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to
action in official capacities and as to action in another capacity while he or she is a member of
the Board of Directors or an officer, employee or agent of the Corporation, and shall continue as
to a person who has ceased to be a member of the Board of Directors, trustee, officer, employee or
agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.



     35. Insurance. The Corporation may, to the full extent then permitted by law and authorized by
the Board of Directors, purchase and maintain insurance or furnish similar protection, including
but not limited to trust funds, letters of credit or self-insurance, on behalf of or for any
persons described in Regulation 34 against any liability asserted against and incurred by any such
person in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability. Insurance may be purchased
from or maintained with a person in which the Corporation has a financial interest.



     36. Agreements. The Corporation, upon approval by the Board of Directors, may enter into
agreements with any persons who the Corporation may indemnify under this Amended and Restated Code
of Regulations or under law and may undertake thereby to indemnify such persons and to pay the
expenses incurred by them in defending any action, suit or proceeding against them, whether or not
the Corporation would have the power under law or this Amended and Restated Code of Regulations to
indemnify any such person.



GENERAL




     37. Fiscal Year. The fiscal year of the Corporation will end on the thirty-first day of
December in each calendar year or such other date as maybe fixed from time to time by the Board of
Directors.



     38. Seal. The seal of the Corporation shall be circular in form with the name of the
Corporation stamped around the margin and the word “Seal” stamped across the center.



     39. Amendments. Except as otherwise provided by law or by the Amended and Restated Articles of
Incorporation or this Amended and Restated Code of Regulations, these Regulations or any of them
may be amended in any respect or repealed at any time by the affirmative vote of the holders of a
majority of the voting power of the Corporation, voting together