**EXHIBIT3.2**

 

** **

 

 

**THECINCINNATI GAS & ELECTRIC COMPANY**

 

 

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**REGULATIONS**

 

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**ADOPTEDBY SHAREHOLDERS, APRIL 28, 1948**

**ASAMENDED, APRIL 23, 1975**

**ASAMENDED, APRIL 23, 1980**

**ASAMENDED, APRIL 17, 1986**

**ASAMENDED, APRIL 16, 1987**

**ASAMENDED, OCTOBER 24, 1994**

**ASAMENDED, MARCH 3, 1995**

**ASAMENDED, JUNE 16, 1995**

**ASAMENDED, APRIL 25, 1996**

**ASAMENDED, JULY 23, 2003**

 

 

 

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**TABLEOF CONTENTS**

**REGULATIONS**

**THECINCINNATI GAS & ELECTRIC COMPANY**

 
| ARTICLE I                    |
|------------------------------|
| Offices                      |
|                         |
| Section                      | 1. | Offices |
|                         |
| ARTICLE II                   |
| Shareholders’  Meetings |
|                         |
| Section                      | 1. | Annual Meeting |
|                         | 2. | Notice of Annual  Meeting |
|                         | 3. | Special Meetings |
|                         | 4. | Notice of  Special Meeting |
|                         | 5. | Waiver of Notice |
|                         | 6. | Quorum |
|                         | 7. | Voting |
|                         | 8. | Written  Consent of Shareholders in Lieu of Meeting |
|                         |   |   |
| ARTICLE III                  |
| Board of Directors           |
|                         |
| Section                      | 1. | Number of Directors, Tenure,  Vacancies, Nomination |
|                         | 2. | Annual  Organization Meeting |
|                         | 3. | Regular Meetings |
|                         | 4. | Special Meetings |
|                         | 5. | Notice of Meetings |
|                         | 6. | Quorum |
|                         | 7. | Compensation of  Directors |
|                         | 8. | Executive Committee |
|                         | 9. | Other Committees |
|                         | 10. | Actions of Board |
|                         |   |   |
| ARTICLE IV                   |
| Officers                     |
|                         |
| Section                      | 1. | Officers |
|                         | 2. | Subordinate Officers |
|                         | 3. | Chairman of the Board |
|                         | 4. | Vice Chairman |
|                         | 5. | Chief Executive Officer |
|                         | 6. | Chief Operating  Officer |

 

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|                                                            | 7.     | President                                                      |
|-----------------------------------------------------------------|--------|----------------------------------------------------------------|
|                                                            | 8.     | Vice Presidents                                                |
|                                                            | 9.     | (a).                                                           | Secretary |
|                                                            |   | (b).                                                           | Assistant Secretaries |
|                                                            | 10.    | (a).                                                           | Treasurer |
|                                                            |   | (b).                                                           | Assistant Treasurers |
|                                                            | 11.    | (a).                                                           | Controller |
|                                                            |   | (b).                                                           | Assistant Controllers. |
|                                                            |   |                                                           |
| ARTICLE V                                                       |
| Indemnification  of Directors, Officers,  Employees, and Agents |
|                                                            |
| Section                                                         | 1.     | Indemnification of Directors,  Officers, Employees, and Agents |
|                                                            | 2.     | Advances for Litigation  Expenses may be Made                  |
|                                                            | 3.     | Indemnification  Nonexclusive                                  |
|                                                            | 4.     | Indemnity Insurance                                            |
|                                                            | 5.     | Payment of Expenses Not Limited                                |
|                                                            | 6.     | Survival of Indemnification                                    |
|                                                            |
| ARTICLE VI                                                      |
| Capital Stock                                                   |
|                                                            |
| Section                                                         | 1.     | Form and Execution of Certificates                             |
|                                                            | 2.     | Transfer of Shares                                             |
|                                                            | 3.     | Appointment of Transfer Agents and  Registrars                 |
|                                                            | 4.     | Closing of Transfer Books or Taking  Record of Shareholders    |
|                                                            | 5.     | Lost Stock Certificates                                        |
|                                                            |
| ARTICLE VII                                                     |
| Dividends                                                       |
|                                                            |
| Section                                                         | 1.     | Dividends                                                      |
|                                                            |   |                                                           |
| ARTICLE VIII                                                    |
| Fiscal Year                                                     |
|                                                            |
| Section                                                         | 1.     | Fiscal Year                                                    |
|                                                            |
| ARTICLE IX                                                      |
| Contracts, Checks, Notes, etc.                                  |
|                                                            |
| Section                                                         | 1.     | Contracts, Checks, Notes, etc.                                 |

 

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| ARTICLE XNotice and Waiver of Notice |
|--------------------------------------|
|                                 |
| Section                              | 1. | Notice and Waiver of Notice |
|                                 |   |   |
| ARTICLE XI                           |
| Corporate Seal                       |
|                                 |
| Section                              | 1. | Corporate Seal |
|                                 |
| ARTICLE XII                          |
| Amendment                            |
|                                 |
| Section                              | 1. | Amendment |

 

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**REGULATIONSOFTHE CINCINNATI GAS & ELECTRIC COMPANY**

 

ARTICLE I

 

Offices

 

*Section 1.  Offices*. The location of the Corporation’s principal office shall be in the Cityof Cincinnati, County of Hamilton, State of Ohio.  The Corporation may, in addition to its principal office in theState of Ohio, establish and maintain an office or offices elsewhere in Ohioand in such other states and places as the Board of Directors may from time totime find necessary of desirable, at which the books, documents and papers ofthe Corporation may be kept.

 

ARTICLE II

 

Shareholders’ Meetings

 

*Section 1.  Annual Meeting.*  The annual meeting of the shareholders may be held either withinor without the State of Ohio, at such place, time, and date designated by theBoard of Directors, or if not so designated, and so long as Cinergy Corp. isthe holder of a majority of the Corporation’s outstanding common stock, on thebusiness day next preceding Cinergy Corp.’s annual meeting of shareholders, forthe election of directors, the consideration of the reports to be laid beforethe meeting and the transaction of such other business as may be brought beforethe meeting.

 

*Section 2.  Notice of Annual Meeting.*  Notice of the annual meeting shall be givenin writing to each shareholder entitled to vote thereat, at such address asappears on the records of the Corporation at least ten (10) days and not morethan forty-five (45) days prior to the meeting.

 

*Section 3.  Special Meetings.*  Special meetings of the shareholders may be called at any time bythe Chairman, Vice Chairman, Chief Executive Officer, Chief Operating Officer,or President, or by a majority of the members of the Board of Directors actingwith or without a meeting, or by the persons who hold in the aggregate fifty(50) percent of all the shares outstanding and entitled to vote thereat, uponnotice in writing, stating the time, place and purpose of the meeting.  Business transacted at all special meetingsshall be confined to the objects stated in the call.

 

*Section 4.  Notice of Special Meeting.*  Notice of a special meeting, in writing,stating the time, place and purpose thereof, shall be given to each shareholderentitled to vote thereat, at least twenty (20) days and not more thanforty-five (45) days prior to the meeting.

 

*Section 5.  Waiver of Notice.*  Notice of the time, place and purpose of any meeting ofshareholders may be waived by the written assent of every shareholder entitledto notice, filed with or entered upon the records of the meeting, either beforeor after the holding thereof.

 

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*Section 6.  Quorum.* The holders of shares entitling them to exercise a majority of thevoting power, or, if the vote is to be taken by classes, the holders of sharesof each class entitling them to exercise a majority of the voting power of thatclass, present in person or by proxy at any meeting of the shareholders, unlessotherwise specified by law, shall constitute a quorum.

 

If, however, at any meeting of the shareholders, aquorum shall fail to attend in person or by proxy, a majority in interest ofthe shareholders attending in person or by proxy at the time and place of suchmeeting may adjourn the meeting from time to time without further notice, other than by announcement at themeeting at which such adjournment is taken, until a quorum is present.  At any such adjourned meeting at which aquorum shall be present, any business may be transacted which might have beentransacted at the meeting originally called.

 

*Section 7.  Voting.* At each meeting of the shareholders, except as otherwise provided bystatute or the Articles of Incorporation, every holder of record of stock ofthe class or classes entitled to vote at such meeting shall be entitled to votein person or by proxy appointed by an instrument in writing subscribed by suchshareholder and bearing a date not more than eleven (11) months prior to saidmeeting unless some other definite period of validity shall be expresslyprovided therein.

 

Each shareholder shall have one (1) vote for eachshare of stock having voting power, registered in his or her name on the booksof the Corporation, at the date fixed for determination of persons entitled tovote at the meeting or, if no date has been fixed, then at the date nextpreceding the day of the meeting. Cumulative voting shall be permitted only as expressly required bystatute.

 

At any meeting of shareholders, a list of shareholdersentitled to vote, alphabetically arranged, showing the number and classes ofshares held by each on the date fixed for closing the books against transfersor the record date fixed as hereinbefore provided shall be produced on therequest of any shareholder, and such list shall be prima facie evidence of theownership of shares and of the right of shareholders to vote, when certified bythe Secretary or by the agent of the Corporation having charge of the transferof shares.

 

*Section 8.  Written Consent of Shareholders in Lieu of Meeting.*  Any action required or permitted by statute,the Amended Articles of Incorporation of the Corporation, or these Regulations,to be taken at any annual or special meeting of shareholders of theCorporation, may be taken without a meeting, without prior notice, and withouta vote, if a written consent in lieu of a meeting, setting forth the actions sotaken, shall be signed by all the shareholders entitled to vote thereon.  Any such written consent may be given by oneor any number of substantially concurrent written instruments of substantiallysimilar tenor signed by such shareholders, in person or by attorney or proxyduly appointed in writing, and filed with the records of the Corporation.  Any such written consent shall be effectiveas of the effective date thereof as specified therein.

 

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ARTICLE III

 

Board of Directors

 

*Section 1.  Number**ofDirectors, Tenure, Vacancies, Nomination.*  Except where the law, the Articles, or these Regulations requireaction to be authorized or taken by shareholders, all of the authority of theCorporation shall be exercised by or under the direction of a Board ofDirectors.  Subject to any special rightof the holders of any capital stock having a preference over Common Stock as todividends or upon liquidation issued under the Articles of Incorporation, theBoard of Directors shall consist of not less than three (3) directors and notmore than seven (7) directors.  If thenumber of directors is three (3) or four (4), at least one (1) director shallalso be serving as an officer or director of Cinergy Corp.  If the number of directors is five (5) orsix (6), at least two (2) directors shall also be serving as an officer ordirector of Cinergy Corp.  If the numberof directors is seven (7), at least three (3) directors shall also be servingas an officer or director of Cinergy Corp. The number of directors may be determined by the affirmative vote ofthree-fourths of the directors in office. Any such determination made by the Board of Directors shall continue ineffect unless and until changed by the Board of Directors, but no such changeshall affect the term of any director then in office.

 

Subject to any special right of the holders of anycapital stock having a preference over Common Stock as to dividends or uponliquidation issued under the Articles of Incorporation, only persons who arenominated in accordance with the following procedures shall be eligible forelection as directors.  Nominations ofpersons as candidates for election as directors of the Corporation may be madeat a meeting of shareholders (i) by or at the direction of the Board ofDirectors or by any committee or person appointed by the Board of Directors or(ii) by any shareholder of the Corporation entitled to vote for the election ofdirectors at such meeting who complies with the notice procedures set forthherein.  Any nomination other than thosegoverned by clause (i) of the preceding sentence shall be made pursuant totimely notice in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice shallbe delivered to or mailed and received at the principal office of theCorporation not less than 50 days prior to the meeting; provided, however, thatif less than 60 day’s notice or prior public disclosure of the date of themeeting is given to shareholders or made public, notice by the shareholder tobe timely must be so received not later than the close of business on the 10thday following the day on which such notice of the date of the meeting wasmailed or such public disclosure was made. Such shareholder’s notice to the Secretary shall set forth (a) as toeach person whom the shareholder proposes to nominate for election as director(i) the name, age, business address, and residence address of such person, (ii)the principal occupation or employment of such person, (iii) the class andnumber of any shares of capital stock of the Corporation which are beneficiallyowned by such person, and (iv) any other information relating to such personthat is required to be disclosed in solicitations for proxies for election ofdirectors pursuant to any then existing rule or regulation promulgated underthe Securities Exchange Act of 1934, as amended; and (b) as to the shareholdergiving the notice (i) the name and record address of such shareholder, (ii) theclass and number of shares of capital stock of the Corporation which arebeneficially owned by such shareholder, and (iii) the period of time suchshareholder held such shares.  TheCorporation may require any proposed nominee to furnish such other informationas may reasonably be required by the Corporation to determine the eligibilityof such proposed nominee to serve as a director.  No person shall be eligible for election as a director unlessnominated as set forth herein.

 

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Commencing at the annual meeting of shareholders heldin 1995, the term of office of the Board of Directors shall be one year.

 

Subject to any special right of the holders of anycapital stock having a preference over Common Stock as to dividends or uponliquidation issued under the Articles of Incorporation and notwithstanding theprovisions of Article III, Section 6 of these Regulations, the remainingdirectors, whether or not constituting a majority of the whole authorizednumber of directors, may, by the vote of a majority of their number, fill anyvacancy in the Board, however arising, for the unexpired term thereof.  Subject to any special right of the holdersof any capital stock having a preference over Common Stock as to dividends orupon liquidation issued under the Articles of Incorporation, any person electedto fill a vacancy in the Board shall hold office until the expiration of theterm of office and until his successor is elected and qualified.

 

Notwithstanding the foregoing, whenever the holders ofthe Cumulative Preferred Stock of all series, voting separately as a class andregardless of series, shall have the right to elect a majority of the Board ofDirectors as provided in the Articles of Incorporation, the election, term of office,filling of vacancies and other features of all directorships shall be governedby the terms of the Articles of Incorporation, and whenever the holders of anyother capital stock having a preference over Common Stock as to dividends orupon liquidation issued under the Articles of Incorporation shall have theright, voting separately by class or series, to elect certain directors at anannual or special meeting of shareholders, the election, term of office,filling of vacancies and other features of such directorships shall be governedby the terms of the Articles of Incorporation creating such capital stock.

 

Subject to any special right of the holders of anycapital stock having a preference over Common Stock as to dividends or uponliquidation issued under the Articles of Incorporation and to applicable law,any director or directors of the Corporation may be removed without assigningany cause only by an affirmative vote of the holders of at least 80% of theoutstanding shares of all classes of capital stock of the Corporation entitledto vote for directors at the annual meeting of shareholders or at any specialmeeting of shareholders called for this purpose.

 

*Section2.  Annual Organization Meeting.*  Immediately after each annual election, thenewly elected directors may meet forthwith (either within or without the Stateof Ohio) for the purpose of organization, the election of officers and thetransaction of other business.  If amajority of the directors be then present no prior notice of such meeting shallbe required to be given.  The place andtime of such first meeting may, however, be fixed by written consent of alldirectors, or by three (3) days written notice given by the Secretary of theCorporation.

 

*Section 3.  Regular Meetings.*  Regular meetings of the Board of Directors may be held at anyreasonable time and place (either within or without the State of Ohio), andupon such notice, as the Board of Directors may from time to time determine.

 

*Section 4.  Special Meetings.*  Special meetings of the Board of Directors may be called by theChairman, Vice Chairman, Chief Executive Officer, Chief Operating Officer, orPresident, or by the written request of three-fourths of the members of theBoard of Directors.

 

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*Section 5.  Notice of Meetings.*  Notice of meetings shall be given to eachdirector in accordance with Article X, Section 1, of these Regulations.

 

*Section 6.  Qu**orum.*  A majority of the Board of Directors shallconstitute a quorum for the transaction of business, but a majority of thosepresent at the time and place of any meeting, although less than a quorum, mayadjourn the same from time to time, without notice, until a quorum be had.  The act of a majority of the directorspresent at any such meeting at which a quorum is present shall be the act ofthe Board of Directors.

 

*Section 7.  Compensation of Directors.*  Each director of the Corporation (other thandirectors who are salaried officers of the Corporation or any of its affiliates)shall be entitled to receive as compensation for services such amounts as maybe determined from time to time by the Board of Directors in form either infees for attendance at the meeting of the Board of Directors, or by payment atthe rate of a fixed sum per month, or both. The same payment may also be made to anyone other than a directorofficially called to attend any such meeting.

 

*Section 8.  Executive Committee**.* The Board of Directors shall, by resolution adopted by the affirmativevote of a majority of the whole Board, designate three (3) or more directorswho are serving as officers of the Corporation or Cinergy Corp. at the time oftheir appointment to the Executive Committee, to constitute an ExecutiveCommittee.  Once established, the Boardof Directors may abolish the Executive Committee by the affirmative vote ofthree-fourths of the whole Board.  TheBoard of Directors may, by the affirmative vote of a majority of the wholeBoard, to the extent not prohibited by law, delegate to such committee thepower to authorize the seal of the Corporation to be affixed to all paperswhich may require it, to declare dividends or make distributions of profits,and to exercise in the intervals between the meetings of the Board of Directorsthe powers of the Board in the management of the business and affairs of theCorporation.  Once delegated, the powersof the Executive Committee may be eliminated or restricted by the affirmativevote of three-fourths of the whole Board. Any member of the Executive Committee may be removed, with or withoutcause, upon the affirmative vote of three-fourths of the whole Board.  Any vacancies on the Executive Committeeshall be filled by the affirmative vote of three-fourths of the whole Board.

 

The Executive Committee may act by a majority of itsmembers at a meeting or by a writing signed by all of its members.

 

Non-employee members of such Executive Committee shallbe entitled to receive such fees and compensation as the Board of Directors maydetermine.

 

*Section 9.  Other Committees**.*  By the affirmativevote of three-fourths of the whole Board, the Board of Directors may alsoappoint such other standing or temporary committees from time to time as theymay see fit, delegating to such committees all or any part of their ownpowers.  The members of such committeesshall be entitled to receive such fees as the Board may determine.

 

*Section 10.  Actions of Board**.* Unless otherwise provided by the Amended Articles of Incorporation ofthe Corporation or these Regulations, any action required or permitted to betaken at any meeting of the Board of Directors of the Corporation, or of anycommittee(s) thereof, may be taken without a meeting, if all the members of theBoard of Directors, or of such committee(s), as the case may be, consentthereto in writing, and such writing(s) is filed with the minutes ofproceedings of the Board of Directors, or of such committee(s), of theCorporation.

 

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Any such written consent to action of the Board of Directors, or ofsuch committee(s), shall be effectuated by the signature of the member lastlyconsenting thereto in writing, unless the consent otherwise specifies a prioror subsequent effective date.

 

Article IV

 

Officers

 

*Section 1.  Officers.* The officers of the Corporationshall consist of a Chairman of the Board, a Chief Executive Officer, aPresident, a Secretary, a Treasurer, a Controller, and may consist of a ViceChairman, a Chief Operating Officer, one or more Vice Presidents, one or moreAssistant Secretaries, one or more Assistant Treasurers, or one or moreAssistant Controllers, all of whom shall be elected by the Board of Directors,and shall  hold office for one year anduntil their successors are chosen and qualified.

 

Any two of the offices of Vice President, Secretaryand Treasurer may be combined in one person. All vacancies occurring among any of the above offices shall be filledby the Board of Directors.  Any officermay be removed with or without cause by the affirmative vote of a majority ofthe number of Directors at any meeting of the Board of Directors.

 

*Section 2.  Subordinate Officers**.* The Board of Directors may appoint such other officers and agents withsuch powers and duties as they shall deem necessary.

 

*Section 3.  The Chairman**of the Board.*  TheChairman of the Board shall be a director and shall preside at all meetings ofthe Board of Directors and, in the absence or inability to act of the ChiefExecutive Officer, meetings of shareholders and shall, subject to the Board’sdirection and control, be the Board’s representative and medium ofcommunication, and shall perform such other duties as may from time to time beassigned to the Chairman of the Board by the Board of Directors.  The Chairman of the Board shall direct thelong-term strategic planning process of the Corporation and shall also lend hisor her expertise to such other officers as may be requested from time to timeby such officers.  The Chairman shall bea member of the Executive Committee.

 

*Section 4.  The Vice**Chairman.* The Vice Chairman of the Board, if there be one, shall be a director andshall preside at meetings of the Board of Directors in the absence or inabilityto act of the Chairman of the Board or meetings of shareholders in the absenceor inability to act of the Chief Executive Officer and the Chairman of theBoard.  The Vice Chairman shall performsuch other duties as may from time to time be assigned to him or her by theBoard of Directors.  The Vice Chairmanshall be a member of the Executive Committee.

 

*Section 5.  The Chief**ExecutiveOfficer.*  The Chief ExecutiveOfficer shall be a director and shall preside at all meetings of theshareholders, and, in the absence or inability to act of the Chairman of theBoard and the Vice Chairman, at all meetings of the Board of Directors.  The Chief Executive Officer shall from timeto time report to the Board of Directors all matters within his or herknowledge which the interests of the Corporation may require be brought totheir notice. The Chief Executive Officer shall be the chairman of theExecutive Committee and ex officio a member of all standing committees.

 

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*Section 6.  The Chief Operating**Officer.* The Chief Operating Officer of the Corporation, if there be one, shallhave general and active management and direction of the affairs of theCorporation, shall have supervision of all departments and of all officers ofthe Corporation, shall see that the orders and resolutions of the Board of Directorsand of the Executive Committee are carried into effect, and shall have thegeneral powers and duties of supervision and management usually vested in theoffice of chief operating officer of a corporation.  Unless otherwise provided, all corporate officers and functionsshall report directly to the Chief Operating Officer, if there be one, or, ifnot, to the Chief Executive Officer.

 

*Section 7.  The President**.*  The Presidentshall have such duties as may be delegated by the Board of Directors, Chief ExecutiveOfficer or Chief Operating Officer.

 

*Section 8.  The Vice Pres**idents.*  The VicePresidents shall perform such duties as the Board of Directors shall, from timeto time, require.  In the absence orincapacity of the President, the Vice President designated by the Board ofDirectors or Executive Committee, Chief Executive Officer, Chief OperatingOfficer, or President shall exercise the powers and duties of the President.

 

*Section 9(a).  The Secret**ary.* The Secretary shall attend all meetings of the Board of Directors, ofthe Executive Committee and of the shareholders and act as clerk thereof andrecord all votes and the minutes of all proceedings in a book to be kept forthat purpose, and shall perform like duties for the standing committees when required.

 

The Secretary shall keep in safe custody the seal ofthe Corporation, and, whenever authorized by the Board of Directors or theExecutive Committee, affix the seal to any instrument requiring the same.

 

The Secretary shall see that proper notice is given ofall meetings of the shareholders of the Corporation and of the Board ofDirectors and shall perform such other duties as may be prescribed from time totime by the Board of Directors, Chief Executive Officer, Chief OperatingOfficer or President.

 

*(b) Assistant Secretarie**s.*  At the request ofthe Secretary, or in his or her absence or inability to act, the AssistantSecretary or, if there be more than one, the Assistant Secretary designated bythe Secretary, shall perform the duties of the Secretary and when so actingshall have all the powers of and be subject to all the restrictions of theSecretary.  The Assistant Secretariesshall perform such other duties as may from time to time be assigned to them bythe Board of Directors, Chief Executive Officer, Chief Operating Officer,President, or Secretary.

 

*Section 10(a).  The Tre**asurer.* The Treasurer shall be the financial officer of the Corporation, shallkeep full and accurate accounts of all collections, receipts and disbursementsin books belonging to the Corporation, shall deposit all moneys and othervaluables in the name and to the credit of the Corporation, in suchdepositories as may be directed by the Board of Directors, shall disburse thefunds of the Corporation as may be ordered by the Board of Directors, ChiefExecutive Officer, Chief  OperatingOfficer, or President, taking proper vouchers therefor, and shall render to theChief Executive Officer, Chief Operating Officer, or President, and directorsat all regular meetings of the Board, or whenever they may require it, and tothe annual meeting of the

 

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shareholders, an account of all his or her transactions as Treasurerand of the financial condition of the Corporation.

 

The Treasurer shall also perform such other duties asthe Board of Directors may from time to time require.

 

If required by the Board of Directors, the Treasurershall give the Corporation a bond in a form and in a sum with suretysatisfactory to the Board of Directors for the faithful performance of theduties of his or her office and the restoration to the Corporation in the caseof his or her death, resignation or removal from office of all books, papers,vouchers, money and other property of whatever kind in his or her possessionbelonging to the Corporation.

 

*(b) Assistant Treasure**rs.* At the request of the Treasurer, or in his or her absence or inabilityto act, the Assistant Treasurer or, if there be more than one, the AssistantTreasurer designated by the Treasurer, shall perform the duties of theTreasurer and when so acting shall have all the powers of and be subject to allthe restrictions of the Treasurer.  TheAssistant Treasurers shall perform such other duties as may from time to timebe assigned to them by the Board of Directors, Chief Executive Officer, ChiefOperating Officer, President, or Treasurer.

 

*Section 11(a).  The C**ontroller.*  The Controller shall have control over all accounts and recordsof the Corporation pertaining to moneys, properties, materials andsupplies.  He or she shall haveexecutive direction over the bookkeeping and accounting departments and shallhave general supervision over the records in all other departments pertainingto moneys, properties, materials and supplies. He or she shall have such other powers and duties as are incident to theoffice of Controller of a corporation and shall be subject at all times to thedirection and control of the Board of Directors, Chief Executive Officer, ChiefOperating Officer, President and a Vice President.

 

*(b) Assistant Contro**llers.* At the request of the Controller, or in his or her absence or inabilityto act, the Assistant Controller or, if there be more than one, the AssistantController designated by the Controller, shall perform the duties of theController and when so acting shall have all the powers of and be subject toall the restrictions of the Controller. The Assistant Controllers shall perform such other duties as may fromtime to time be assigned to them by the Board of Directors, Chief ExecutiveOfficer, Chief Operating Officer, President, or Controller.

 

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ARTICLE V

 

Indemnification of Directors,Officers, Employees, and Agents

 

*Section 1.  Indemnif**icationof Directors, Officers, Employees, and Agents.*

 

(A)  TheCorporation shall indemnify or agree to indemnify any person who was or is aparty or is threatened to be made a party, to any threatened, pending, orcompleted action, suit, or proceeding, whether civil, criminal, administrative,or investigative, other than an action by or in the right of the Corporation,by reason of the fact that he is or was a director, officer, employee, or agentof the Corporation, or is or was serving at the request of the Corporation as adirector, trustee, officer, employee, or agent of another corporation, domesticor foreign, nonprofit or for profit, partnership, joint venture, trust, orother enterprise, against expenses, including attorney’s fees, judgments,fines, and amounts paid in settlement actually and reasonably incurred by himin connection with such action, suit, or proceeding if he acted in good faithand in a manner he reasonably believed to be in or not opposed to the bestinterests of the Corporation and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, orproceeding by judgment, order, settlement, or conviction, or upon a plea ofnolo contendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner he reasonablybelieved to be in or not opposed to the best interests of the Corporation and,with respect to any criminal action or proceeding, he had reasonable cause to believethat his conduct was lawful.

 

(B)  TheCorporation shall indemnify or agree to indemnify any person who was or is aparty, or is threatened to be made a party, to any threatened, pending, orcompleted action or suit by or in the right of the Corporation to procure ajudgment in its favor by reason of the fact that he is or was a director,officer, employee, or agent of the Corporation, or is or was serving at therequest of the Corporation as a director, trustee, officer, employee, or agentof another corporation, domestic or foreign, nonprofit or for profit,partnership, joint venture, trust, or other enterprise, against expenses,including attorney’s fees, actually and reasonably incurred by him inconnection with the defense or settlement of such action or suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, except that no indemnification shall bemade in respect of any of the following:

 

(1)  Any claim,issue, or matter as to which such person is adjudged to be liable fornegligence or misconduct in the performance of his duty to the Corporationunless, and only to the extent that the court of common pleas, or the court inwhich such action or suit was brought determines upon application that, despitethe adjudication of liability, but in view of all the circumstances of thecase, such person is fairly and reasonably entitled to indemnity for suchexpenses as the court of common pleas or such other court shall deem proper.

 

(2)  Any actionor suit in which the only liability asserted against a director is pursuant toSection 1701.95 of the Ohio Revised Code.

 

(C)  To theextent that a director, trustee, officer, employee, or agent has beensuccessful on the merits or otherwise in defense of any action, suit, orproceeding referred to in the foregoing paragraphs of this Article, or indefense of any claim, issue, or matter therein, he shall be indemnified againstexpenses, including attorney’s fees, actually and reasonably incurred by him inconnection with the action, suit, or proceeding.

 

(D)  Anyindemnification under Paragraphs (A) and (B) of Section 1 of this Article,unless ordered by a court, shall be made by the Corporation only as authorizedin the specific case upon a

 

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determination that indemnification of the director, trustee, officer,employee, or agent is proper in the circumstances because he has met theapplicable standard of conduct set forth in such Paragraphs (A) and (B).  Such determination shall be made as follows:(1) by a majority vote of a quorum consisting of directors of the indemnifyingCorporation who were not and are not parties to or threatened with  any such action, suit, or proceeding; (2) ifthe quorum described in (D)(1) of this Section is not obtainable or if amajority vote of a quorum of disinterested directors so directs, in a writtenopinion by independent legal counsel other than an attorney, or a firm havingassociated with it an attorney, who has been retained by or who has performedservices for the Corporation or any person to be indemnified within the pastfive years; (3) by the shareholders; or (4) by the court of common pleas or thecourt in which such action, suit, or proceeding was brought.

 

Any determination made by the disinterested directorsunder (D)(1) of this Section or by independent legal counsel under (D)(2) ofthis Section shall be promptly communicated to the person who threatened orbrought the action or suit by or in the right of the Corporation under (B) ofthis Section, and within 10 days after receipt of such notification, suchperson shall have the right to petition the court of common pleas or the courtin which such action or suit was brought to review the reasonableness of suchdetermination.

 

*Section 2.  Advances for**Litigation Expenses may be Made.*  Expenses, including attorney’s fees, incurred by a director,trustee, officer, employee, or agent in defending any action, suit, orproceeding referred to in Section 1 of this Article, may be paid by theCorporation as they are incurred in advance of the final disposition of theaction, suit, or proceeding as authorized by the directors in the specific caseupon receipt of an undertaking by or on behalf of the director, trustee,officer, employee, or agent to repay such amount, if it ultimately isdetermined that he is not entitled to be indemnified by the Corporation.

 

*Section 3.  Indemnification**Nonexclusive.*  Theindemnification provided by this Article shall not be exclusive of and shall bein addition to any other rights granted to those seeking indemnification underthese Regulations, any agreement, vote of shareholders or disinteresteddirectors, or otherwise, both as to action in his official capacity and as toaction in another capacity while holding such office, and shall continue as toa person who had ceased to be a director, trustee, officer, employee, or agentand shall inure to the benefit of the heirs, executors, and administrators ofsuch a person.

 

*Section 4.  Indemnity**Insurance.*  The Corporation may purchase and maintaininsurance or furnish similar protection, including but not limited to trustfunds, letters of credit, or self-insurance, on behalf of or for any person whois or was a director, officer, employee, or agent of the Corporation, or is orwas serving at the request of the Corporation as a director, trustee, officer,employee, or agent of another corporation, domestic or foreign, nonprofit orfor profit, partnership, joint venture, trust, or other enterprise, against anyliability asserted against him and incurred by him in any such capacity, orarising out of his status as such, whether or not the Corporation would havethe power to indemnify him against such liability under this Section. Insurancemay be purchased from or maintained with a person in which the Corporation hasa financial interest.

 

*Section 5.  Payment**ofExpenses Not Limited.*  Theindemnification provided by Sections 1 (A) and (B) of this Article does notlimit the payment of expenses as they are incurred, indemnification, insurance,or other protection that may be provided pursuant to Sections 2, 3, and

 

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4 of this Article.  Sections 1(A) and (B) of this Article do not create any obligation to repay or returnpayments made by the Corporation pursuant to Sections 2, 3, or 4 of thisArticle.

 

*Section 6.  Survival**ofIndemnification.*  As used inthis Article, references to “Corporation” include all constituent corporations ina consolidation or merger and the new or surviving corporation, so that anyperson who is or was a director, officer, employee, or agent of such aconstituent corporation, or is or was serving at the request of suchconstituent corporation as a director, trustee, officer, employee, or agent ofanother corporation, domestic or foreign, nonprofit or for profit, partnership,joint venture, trust, or other enterprise, shall stand in the same positionunder this Article with respect to the new or surviving corporation as he wouldif he had served the new or surviving corporation in the same capacity.

 

ARTICLE VI

 

Capital Stock

 

*Section 1.  Form an**dExecution of Certificates.* The certificates for shares of the capital stock of the Corporationshall be of such form and content, not inconsistent with the law and theArticles of Incorporation, as shall be approved by the Board of Directors.  The certificates shall be signed by (1)either the Chairman, Chief Executive Officer, President or a Vice President,and (2) any one of the following officers: Secretary or Assistant Secretary, Treasurer or Assistant Treasurer.  All certificates shall be consecutivelynumbered in each class of shares.  Thename and address of the person owning the shares represented thereby, with thenumber of shares and the date of issue, shall be entered on the Corporation’sbooks.

 

*Section 2.  Transfer**of Shares.*  Transfer ofshares shall be made upon the books of the Corporation or respective TransferAgents designated to transfer each class of stock, and before a new certificateis issued the old certificates shall be surrendered for cancellation.

 

*Section 3.  Appoint**mentof Transfer Agents and Registrars.* The Board of Directors may appoint one or more transfer agents  or one or more registrars or both, and mayrequire all stock certificates to bear the signature of either or both.  When any such certificate is signed, by atransfer agent or registrar, the signatures of the corporate officers and thecorporate seal, if any, upon such certificate may be facsimiles, engraved orprinted.

 

In case any officer designated for the purpose, whohas signed or whose facsimile signature has been used on any such certificate,shall, from any cause, cease to be such officer before the certificate has beendelivered by the Corporation, the certificate may nevertheless be adopted bythe Corporation and be issued and delivered as though the person had not ceasedto be such officer.

 

*Section 4.  Closing**of Transfer Books or Taking Record of Shareholders.*  The Board of Directors may fix a time notexceeding sixty (60) days preceding the date of any meeting of shareholders orforty-five (45) days preceding the date of any dividend payment date or anydate for the allotment of rights as a record date for the determination of theshareholders entitled to notice of such meeting or to vote thereat or toreceive such dividends or rights as the case may be; or the Board of Directorsmay close the books of the Corporation against transfer of shares during thewhole or any part of such period.

 

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*Section 5.  Lost Sto**ckCertificates.*  In the case ofa lost stock certificate, a new stock certificate may be issued in its placeupon proof of such loss, destruction or mutilation and upon the giving of asatisfactory bond of indemnity to the Corporation and/or to the transfer agentand registrar of such stock, if any, in such sum and under such terms as theBoard of Directors may provide.

 

ARTICLE VII

 

Dividends

 

*Section 1.  Dividends.* Dividends may be declared by the Board of Directors (or the ExecutiveCommittee if authority to declare dividends is delegated to the ExecutiveCommittee by the Board of Directors) and paid in cash, shares, or otherproperty out of the annual net income to the Corporation or out of its netassets in excess of its capital, computed in accordance with applicable statuteand subject to the conditions and limitations imposed by the Articles ofIncorporation.

 

No dividends shall be paid to the holders of any classof shares in violation of the rights of the holders of any other class ofshares.

 

Before payment of any dividends or making distributionof any profits, there may be set apart out of the excess of assets availablefor dividends such sum or sums as the Board of Directors (or ExecutiveCommittee if the authority to declare dividends or make distributions isdelegated to the Executive Committee) from time to time in its absolute discretion thinks proper as a reservefund for any purpose.

 

ARTICLE VIII

 

Fiscal Year

 

*Section 1.  Fiscal Yea**r.*  The fiscal year of the Corporation shallbegin on the first day of January and terminate onthe thirty-first day of December in each year.

 

ARTICLE IX

 

Contracts, Checks, Notes, etc.

 

*Section 1.  Contra**cts,Checks, Notes, Etc.*  Allcontracts and agreements authorized by the Board of Directors and all bonds andnotes shall, unless otherwise directed by the Board of Directors or unlessotherwise required by law, be signed by (1) either the Chairman, Vice Chairman,Chief Executive Officer, Chief Operating Officer, President, or a VicePresident, and (2) any one of the following officers:  Secretary or Assistant Secretary, Treasurer or AssistantTreasurer.  The Board of Directors mayby resolution adopted at any meeting designate officers of the Corporation whomay in the name of the Corporation execute checks, drafts and orders for thepayment of money in its behalf and, in the discretion of the Board ofDirectors, such officers may be so authorized to sign such checks singlywithout necessity for counter-signature.

 

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ARTICLE X

 

Notice and Waiver of Notice

 

*Section 1.  Notice**and Waiver of Notice.*  Anynotice required to be given by these Regulations to a director or officer maybe given in writing, personally served or through the United States Mail, or bytelephone, telegram, cablegram or radiogram, and such notice shall be deemed tobe given at the time when the same shall be thus transmitted.  Any notice required to be given by theseRegulations may be waived by the person entitled to such notice.

 

ARTICLE XI

 

Corporate Seal

 

*Section 1.  Corpo**rateSeal.*  The corporate seal ofthe Corporation shall consist of a metallic stamp, circular in form, bearing inits center the figures “1837” and the words “Seal” and “Ohio” and on the outeredge the name of the Corporation.

 

ARTICLE XII

 

Amendment

 

*Section 1.  Amendment.* These Regulations may be amended or repealed at any meeting of theshareholders of the Corporation by the affirmative vote of the holders ofrecord of shares entitling them to exercise a majority of the voting power onsuch proposal, or, without a meeting, by the written consent of the holders ofrecord of shares entitling them to exercise a two-thirds majority of the votingpower on such proposal.

 

Notwithstanding the foregoing paragraph, theaffirmative vote of the holders of at least 80% of the outstanding shares ofcapital stock of the Corporation entitled to vote thereon shall be required toamend, alter or repeal, or adopt any provision inconsistent with, therequirements of Article II, Section 3, Article III, Section I, or thisparagraph of Article XII, Section 1 of these Regulations, in addition to anyrequirements of law and any provisions of the Articles of Incorporation, anyRegulations, or any resolution of the Board of Directors adopted pursuant tothe Articles of Incorporation (and notwithstanding that a lesser percentage maybe specified  by law, the Articles ofIncorporation, these Regulations, such resolution, or otherwise).

 

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