ARTICLE 3Shares     3.01. Consideration for Shares. The Board of Directors shall cause the Corporationto issue the Shares of the Corporation for such consideration as may be fixed by such Boardpursuant to the provisions of the Articles of Incorporation.     3.02. Subscription for Shares. Subscriptions for Shares of the Corporation shall bepaid to the Treasurer at such time or times, in such installments or calls, and upon such terms, asshall be determined, from time to time, by the Board of Directors. Any call made by the Board ofDirectors for payment on subscriptions shall be uniform as to all Shares of the same class or toall Shares of the same series, as the case may be.     3.03. Payment for Shares. Subject to the provisions of the Articles ofIncorporation, the consideration for the issuance of Shares of the Corporation may be paid, inwhole or in part, in money, in other property, tangible or intangible, or in labor actuallyperformed for, or services actually rendered to, the Corporation; provided, however, that the partof the surplus of the Corporation which is transferred to stated capital upon the issuance ofShares as a Share dividend shall be deemed to be the consideration for the issuance of such Shares.When payment of the consideration for which a Share was authorized to be issued shall have beenreceived by the Corporation, or when surplus shall have been transferred to stated capital upon theissuance of a Share dividend, such Share shall be declared and taken to be fully paid and notliable to any further call or assessment, and the holder thereof shall not be liable for anyfurther payments thereon. In the absence of actual fraud in the transaction, the judgment of theBoard of Directors as to the value of such property, labor, or services received as consideration,or the value placed by the Board of Directors upon the corporate assets in the event of a Sharedivided, shall be conclusive. Promissory notes, uncertified checks, or future services shall notbe accepted in payment or part payment of any of the capital stock of the Corporation.     3.04. Certificates for Shares. Each Shareholder of the Corporation shall be entitledto a certificate, signed by the President or a Vice-President, and the Secretary or an AssistantSecretary of the Corporation stating the name of the registered holder, the number of Sharesrepresented thereby and the kind and class thereof, the par value of each Share or a statement thatsuch Shares have no par value, and whether such Shares have been fully paid and are nonassessable.If such certificate is countersigned by the written signature of a registrar other than theCorporation or its employee, the signatures of the transfer agent and the officers of theCorporation may be facsimiles. In case any officer, transfer agent, or registrar who has signed orwhose facsimile signature has been placed upon a certificate shall have ceased to be such officer,transfer agent, or registrar before such certificate is issued, it may be issued by the Corporationwith the same effect as if he were such officer, transfer agent or registrar at the date of itsissue. Such certificates shall be in such form as the Board of Directors may, from time to time,by resolution approve.
 

 
     Notwithstanding the foregoing, any shares of the Corporation of any class or series may beissued without a certificate, if so authorized or directed by the Board of Directors, or ifrequested by a shareholder and authorized by the Secretary. The Secretary shall ensure thatrecords of issuance of all uncertificated shares and the transfer, exchange, conversion, surrenderor redemption thereof, shall be maintained at all times by the duly appointed transfer agent oragents of the Corporation, through a direct registration system or other book-entry record keepingsystem as the Secretary may approve. Any direction of the Board of Directors that any shares ofany class or series shall be issued in uncertificated form shall not affect shares alreadyrepresented by certificates until they are surrendered to the Corporation.     3.05. Transfer of Shares. The Shares of the Corporation shall be transferable onlyon the books of the Corporation upon surrender of the certificate or certificates representing thesame, provided:     3.051. Endorsement. The certificate is properly endorsed by the registeredholder or his duly authorized attorney;     3.052. Witnessing. The endorsement or endorsements are witnessed by onewitness unless this requirement is waived in writing upon the form of endorsement by thePresident, a Vice President, or the Secretary of the Corporation;     3.053. Adverse Claims. The Corporation has no notice of any adverse claimsor has discharged any duty to inquire into any such claims; and     3.054. Collection of Taxes. Any applicable law relating to the collection oftaxes has been complied with.     3.06. Lost, Stolen or Destroyed Certificates. The Corporation may issue a newcertificate for Shares of the Corporation in the place of any certificate theretofore issued wherethe holder of record of the certificate:     3.061. Claim. Makes proof in affidavit form that it has been lost,destroyed, or wrongfully taken;     3.062. Timely Request. Requests the issue of a new certificate before theCorporation has notice that the certificate has been acquired by a purchaser for value ingood faith and without notice of any adverse claim;     3.063. Bond. Gives a bond in such form, and with such surety or sureties,with fixed or open penalty, as the Corporation may direct, to indemnify theCorporation against any claim that may be made on account of the alleged loss, destruction,or theft of the certificates; and
 

 
     3.064. Other Requirements. Satisfies any other reasonable requirementsimposed by the Corporation.When a certificate has been lost, apparently destroyed, or wrongfully taken and the holder ofrecord fails to notify the Corporation within a reasonable time after he has notice of it, and theCorporation registers a transfer of the Shares represented by the Certificate before receiving suchnotification, the holder of record is precluded from making any claim against the Corporation forthe transfer or for a new certificate.     3.07. Fixing of Record Date for Distributions. For the purpose of determiningShareholders entitled to receive payment of any dividend or other distribution, the Board ofDirectors may fix a record date. If the Board of Directors does not fix a record date with respectto any dividend or other distribution (other than one involving a repurchase or reacquisition ofshares), it is the date the Board of Directors authorizes the distribution.ARTICLE 4Meetings of Shareholders     4.01. Place and Time of Meetings. All meetings of Shareholders of the Corporationshall be held at such time of day and place, within or without the State of Indiana, as shall bedetermined by the Board of Directors or by the Chairman in consultation with the director selectedby the Board of Directors as its lead director from time to time (the “Lead Director”).     4.02. Annual Meeting.     4.021. Date. The annual meeting of the Shareholders for the election ofDirectors and for the transaction of such other business as may properly come before themeeting, shall be on or before the last day of June of each year, the date to be set by theBoard of Directors of the Corporation. Failure to hold the annual meeting at thedesignated time shall not work any forfeiture or a dissolution of the Corporation, andshall not affect the validity of any corporate action.     4.022. Method of Participation. Any or all shareholders may participate inan annual meeting by, or through the use of, any means of communication by which allshareholders participating may simultaneously hear each other during the meeting. Ashareholder participating in a meeting by this means is deemed to be present in person atthe meeting.     4.03. Special Meeting. Special meetings of the Shareholders may be called by theChairman, by the President, by the Board of Directors, or by Shareholders holding ofrecord not less than one-fourth (1/4) of all of the Shares outstanding and entitled by the Articlesof Incorporation to vote on the business proposed to be transacted thereat.
 

 
     4.04. Notice of Meetings. The Secretary, or other officer or person calling themeeting, shall notify by any means permitted by the Act each Shareholder of record entitled to voteat the meeting, at such address as appears upon the records of the Corporation, of the place, dayand hour of the meeting, at least ten (10) but no more than sixty (60) days before the meetingdate. In case of a special meeting, or when required by any other provision of the Act, or theArticles of the Incorporation, or By-Laws, the purpose or purposes for which the meeting is called,shall be included in the notice. Notice of any such meeting may be waived by any Shareholder bydelivering a written waiver to the Secretary before or after such meeting. Attendance at anymeeting in person, or by proxy when the instrument of proxy sets forth in reasonable detail thepurpose or purposes for which the meeting is called, shall constitute a waiver of notice of suchmeeting. Each Shareholder, who has in the manner above provided waived notice of a Shareholders’meeting, or who personally attends a Shareholders’ meeting, or is represented thereat by a proxyauthorized to appear by an instrument of proxy complying with the requirements above set forth,shall be conclusively presumed to have been given due notice of such meeting.     4.05. Addresses of Shareholders. The address of any Shareholder appearing upon therecords of the Corporation shall be deemed to be (i) the latest address of such Shareholderappearing on the records maintained by the transfer agent or registrar, as the case may be, for theclass of Shares held by such Shareholder, if the Corporation has a transfer agent or registrar forsuch class of Shares and the Board of Directors has provided in the resolutions appointing thetransfer agent or registrar that notices of change of address shall be given to one of such agentsby Shareholders of such class; or (ii) the latest address of such Shareholder appearing on therecords maintained by the Secretary for the class of Shares held by such Shareholder, if theCorporation has no transfer agent or registrar for such class of Shares or if it has a transferagent or registrar for such class of Shares but the resolutions appointing the transfer agent orregistrar do not provide that notice of change of address shall be given to one of such agents byShareholders of such class of Shares.     4.06. Voting at Meetings.     4.061. Common Shares. Except as otherwise provided by law or by theProvisions of the Articles of Incorporation, every holder of Common Shares of theCorporation shall have the right, at every Shareholders’ meeting, to one vote for eachCommon Share standing in his name on the books of the Corporation. Cumulative voting shallnot be permitted.     4.062. Prohibition Against Voting Certain Shares. No share shall be voted atany meeting upon which any installment is due and unpaid or which belongs to theCorporation.     4.063. Voting of Shares Owned by Other Corporations. Shares of theCorporation standing in the name of another corporation may be voted by such
 

 
officer, agentor proxy as the board of directors of such other corporation may appoint, or as the by-lawsof such other corporation may prescribe.     4.064. Voting of Shares Owned by Fiduciaries. Shares held by fiduciaries maybe voted by the fiduciaries in such manner as the instrument or order appointing suchfiduciaries may direct. In the absence of such direction or the inability of thefiduciaries to act in accordance therewith, the following provisions shall apply:     4.0641. Joint Fiduciaries. Where Shares are held jointly by three(3) or more fiduciaries, such Shares shall be voted in accordance with the will ofthe majority.     4.0642. Equally Divided Fiduciaries. Where the fiduciaries, or amajority of them, cannot agree, or where they are equally divided, upon thequestion of voting such Shares, any court of general equity jurisdiction may, uponpetition filed by any of such fiduciaries, or by any part in interest, direct thevoting of such Shares as it may deem for the best interests of the beneficiaries,and such Shares shall be voted in accordance with such direction.     4.0643. Proxy of Fiduciary. The general proxy of a fiduciary shallbe given the same weight and effect as the general proxy of an individual orcorporation.     4.065. Voting of Pledged Shares. Shares that are pledged may, unlessotherwise provided in the agreement of pledge, be voted by the Shareholder pledging thesame until the Shares shall have been transferred to the pledgee on the books of theCorporation, and thereafter they may be voted by the pledgee.     4.066. Proxies. A Shareholder may vote, either in person or by proxyexecuted in writing or transmitted by any method permitted by the Act by the Shareholder,or a duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) monthsfrom the date of its execution, unless a longer time is expressly provided therein.     4.067. Quorum. At any meeting of the Shareholders, a majority of the CommonShares outstanding and entitled to vote, represented in person or by proxy, shallconstitute a quorum.     4.068. Voting Lists. The officer or agent having charge of the sharetransfer books shall make, at least five (5) days before each election of directors, acomplete list of the Shareholders entitled by the Articles of Incorporation to vote at suchelection, arranged in alphabetical order, with the address and number of Shares so entitledto vote held by each, which list shall be on file at the principal office of theCorporation and subject to inspection by any Shareholder. Such list
 

 
shall be produced andkept open at the time and place of election and subject to the inspection of anyShareholder during the holding of such election. The original share register or transferbook or a duplicate thereof, kept in the State of Indiana, shall be the only evidence as towho are the Shareholders entitled to examine such list, or share register or transfer book,or to vote at any meeting of the Shareholders.     4.069. Fixing of Record Date to Determine Shareholders Entitled to Vote. Forthe purpose of determining Shareholders entitled to vote at any meeting of Shareholders orany adjournment thereof, the Board of Directors, may fix in advance a date as the recorddate for any such determination of Shareholders, such date in any case to be not more thanseventy (70) days prior to the date of such meeting. In the absence of such adetermination by the Board of Directors, such date shall be ten (10) days prior to the dateof such meeting.     4.07 Taking Action by Consent. Any action which may be taken at a meeting of theShareholders, may be taken without a meeting if, prior to such action, a consent in writing,setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote withrespect to the subject matter thereof, and such written consent is filed with the minutes of theproceedings of the Shareholders.     4.08 Order of Business. The order of business at annual meetings, and so far aspracticable, at all other meetings of Shareholders shall be:Proof of due notice of meeting;