Exhibit 3.3
**CODE OF BY-LAWS**
**IRWIN FINANCIAL CORPORATION**
ARTICLE 1
Definitions
     1.01. Corporation. As used in this Code of By-Laws, the term“Corporation” means IRWIN FINANCIAL CORPORATION.
     1.02. Act. As used in this Code of By-Laws, the term “Act” means TheIndiana Business Corporation Law, as amended from time to time.
     1.03. Articles of Incorporation. As used in this Code of By-Laws, theterm “Articles of Incorporation” means the Articles of Incorporation of theCorporation, as amended from time to time.
     1.04. By-Laws. As used in this Code of By-Laws, the term “By-Laws” meansthe Code of By-Laws of the Corporation, as amended from time to time.
ARTICLE 2
Identification
     2.01. Name. The name of the Corporation is IRWIN FINANCIAL CORPORATION.
     2.02. Principal Office and Resident Agent — Power to Change. Thepostoffice address of the principal office of the Corporation is 500 WashingtonStreet, Columbus, Indiana 47201, and the postoffice address of its ResidentAgent in charge of such office is John A. Nash, 500 Washington Street,Columbus, Indiana 47201. The location of its principal office, or thedesignation of its Resident Agent, or both, may be changed at any time or fromtime to time, when authorized by the Board of Directors, by filing with theSecretary of State of the State of Indiana, on or before the day any suchchange is to take effect, or within five (5) days after the death of theResident Agent or other unforeseen termination of his agency, a certificatesigned by the President or a Vice President, and the Secretary or an AssistantSecretary, of the Corporation, and verified under oath by one of such officerssigning the same, stating the change to be made and reciting that such changeis made pursuant to authorization by the Board of Directors.
 

 

     2.03. Seal. The seal of the Corporation shall be circular in form andmounted upon a metal die, suitable for impressing the same upon paper. Aboutthe upper periphery of the seal shall appear the name of the Corporation, andabout the lower periphery thereof the word “Indiana”. In the center of theseal shall appear the words “Seal” or “Corporate Seal”.
     2.04. Fiscal Year. The fiscal year of the Corporation shall be thecalendar year.
ARTICLE 3
Shares
     3.01. Consideration for Shares. The Board of Directors shall cause theCorporation to issue the Shares of the Corporation for such consideration asmay be fixed by such Board pursuant to the provisions of the Articles ofIncorporation.
     3.02. Subscription for Shares. Subscriptions for Shares of theCorporation shall be paid to the Treasurer at such time or times, in suchinstallments or calls, and upon such terms, as shall be determined, from timeto time, by the Board of Directors. Any call made by the Board of Directorsfor payment on subscriptions shall be uniform as to all Shares of the sameclass or to all 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 Corporationmay be paid, in whole or in part, in money, in other property, tangible orintangible, or in labor actually performed for, or services actually renderedto, the Corporation; provided, however, that the part of the surplus of theCorporation which is transferred to stated capital upon the issuance of Sharesas a Share dividend shall be deemed to be the consideration for the issuance ofsuch Shares. When payment of the consideration for which a Share wasauthorized to be issued shall have been received by the Corporation, or whensurplus shall have been transferred to stated capital upon the issuance of aShare 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 beliable for any further payments thereon. In the absence of actual fraud in thetransaction, the judgment of the Board of Directors as to the value of suchproperty, labor, or services received as consideration, or the value placed bythe Board of Directors upon the corporate assets in the event of a Sharedivided, shall be conclusive. Promissory notes, uncertified checks, or futureservices shall not be accepted in payment or part payment of any of the capitalstock of the Corporation.
     3.04. Certificates for Shares. Each Shareholder of the Corporation shallbe entitled to a certificate, signed by the President or a Vice-President, andthe Secretary or an Assistant Secretary of the Corporation stating the name ofthe registered holder, the number of Shares represented thereby and the kindand class thereof, the par value of each Share or a statement that such Shareshave no par value, and whether such Shares
 

 

have been fully paid and are nonassessable. If such certificate iscountersigned by the written signature of a registrar other than theCorporation or its employee, the signatures of the transfer agent and theofficers of the Corporation may be facsimiles. In case any officer, transferagent, or registrar who has signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer, transfer agent, orregistrar before such certificate is issued, it may be issued by theCorporation with the same effect as if he were such officer, transfer agent orregistrar at the date of its issue. Such certificates shall be in such form asthe Board of Directors may, from time to time, by resolution approve.
     3.05. Transfer of Shares. The Shares of the Corporation shall betransferable only on the books of the Corporation upon surrender of thecertificate or certificates representing the same, provided:
          3.051. Endorsement. The certificate is properly endorsed by theregistered holder or his duly authorized attorney;
          3.052. Witnessing. The endorsement or endorsements are witnessedby one witness unless this requirement is waived in writing upon the formof endorsement by the President, a Vice President, or the Secretary ofthe Corporation;
          3.053. Adverse Claims. The Corporation has no notice of anyadverse claims or has discharged any duty to inquire into any suchclaims; and
          3.054. Collection of Taxes. Any applicable law relating to thecollection of taxes has been complied with.
     3.06. Lost, Stolen or Destroyed Certificates. The Corporation may issuea new certificate for Shares of the Corporation in the place of any certificatetheretofore issued where the 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 certificatebefore the Corporation has notice that the certificate has been acquiredby a purchaser for value in good faith and without notice of any adverseclaim;
          3.063. Bond. Gives a bond in such form, and with such surety orsureties, with fixed or open penalty, as the Corporation may direct, toindemnify the Corporation against any claim that may be made on accountof the alleged loss, destruction, or theft of the certificates; and
 

 

          3.064. Other Requirements. Satisfies any other reasonablerequirements imposed by the Corporation.
When a certificate has been lost, apparently destroyed, or wrongfully taken andthe holder of record fails to notify the Corporation within a reasonable timeafter he has notice of it, and the Corporation registers a transfer of theShares represented by the Certificate before receiving such notification, theholder of record is precluded from making any claim against the Corporation forthe transfer or for a new certificate.
     3.07. Closing of Books or Fixing of Record Dates. For the purpose ofdetermining Shareholders entitled to receive payment of any dividend or inorder to make a determination of Shareholders for any other proper purpose,except as otherwise provided in section 4.069 of these By-Laws, the Board ofDirectors may provide that the share transfer books shall be closed for astated period, but not to exceed, in any case, fifty (50) days, or may fix inadvance a record date for such purpose, such date in any case not to be morethan fifty (50) days prior to the date on which the action requiring suchdetermination of Shareholders, is to be taken. If the share transfer books arenot closed and no record date is fixed for the determination of Shareholdersentitled to receive payment of a dividend, the end of the day on which theresolution of the Board of Directors declaring such dividend is adopted shallbe the record date for such determination.
ARTICLE 4
Meetings of Shareholders
     4.01. Place of Meetings. All meetings of Shareholders of the Corporationshall be held at such place, within or without the State of Indiana, as may bespecified in the respective notices or waivers of notice thereof, or proxies torepresent Shareholders thereat.
     4.02. Annual Meeting. The annual meeting of the Shareholders for theelection of Directors and for the transaction of such other business as mayproperly come before the meeting, shall be on or before the last day of May ofeach year, the date to be set by the Board of Directors of the Corporation.Failure to hold the annual meeting at the designated time shall not work anyforfeiture or a dissolution of the Corporation.
     4.03. Special Meeting. Special meetings of the Shareholders may becalled by the President, by the Board of Directors, or by Shareholders holdingof record not less than one-fourth (1/4) of all of the Shares outstanding andentitled by the Articles of Incorporation to vote on the business proposed tobe transacted thereat.
     4.04. Notice of Meetings. A written or printed notice, stating theplace, day and hour of the meeting, and in case of a special meeting, or whenrequired by any other provision of the Act, or the Articles of theIncorporation, or By-Laws, the purpose or
 

 

purposes for which the meeting is called, shall be delivered or mailed by theSecretary, or by the officers or persons calling the meeting, to eachShareholder of record entitled by the Articles of Incorporation and by the Actto vote at such meeting, at such address as appears upon the records of theCorporation, at least ten (10) days before the date of the meeting. Notice ofany such meeting may be waived in writing by any Shareholder, if the waiversets forth in reasonable detail the purpose or purposes for which the meetingis called, and the time and place thereof. Attendance at any meeting inperson, or by proxy when the instrument of proxy sets forth in reasonabledetail the purpose or purposes for which the meeting is called, shallconstitute a waiver of notice of such meeting. Each Shareholder, who has inthe manner above provided waived notice of a Shareholders’ meeting, or whopersonally attends a Shareholders’ meeting, or is represented thereat by aproxy authorized to appear by an instrument of proxy complying with therequirements above set forth, shall be conclusively presumed to have been givendue notice of such meeting.
     4.05. Addresses of Shareholders. The address of any Shareholderappearing upon the records of the Corporation shall be deemed to be (i) thelatest address of such Shareholder appearing on the records maintained by thetransfer agent or registrar, as the case may be, for the class of Shares heldby such Shareholder, if the Corporation has a transfer agent or registrar forsuch class of Shares and the Board of Directors has provided in the resolutionsappointing the transfer agent or registrar that notices of change of addressshall be given to one of such agents by Shareholders of such class; or (ii) thelatest address of such Shareholder appearing on the records maintained by theSecretary for the class of Shares held by such Shareholder, if the Corporationhas no transfer agent or registrar for such class of Shares or if it has atransfer agent or registrar for such class of Shares but the resolutionsappointing the transfer agent or registrar do not provide that notice of changeof address shall be given to one of such agents by Shareholders of such classof Shares.
     4.06. Voting at Meetings.
          4.061. Common Shares. Except as otherwise provided by law or bytheProvisions of the Articles of Incorporation, every holder of CommonShares of the Corporation shall have the right, at every Shareholders’meeting, to one vote for each Common Share standing in his name on thebooks of the Corporation. Cumulative voting shall not be permitted.
          4.062. Prohibition Against Voting Certain Shares. No share shallbe voted at any meeting upon which any installment is due and unpaid orwhich belongs to the Corporation.
          4.063. Voting of Shares Owned by Other Corporations. Shares of theCorporation standing in the name of another corporation may be voted bysuch officer, agent or proxy as the board of directors of such othercorporation may appoint, or as the by-laws of such other corporation mayprescribe.
 

 

          4.064. Voting of Shares Owned by Fiduciaries. Shares held byfiduciaries may be voted by the fiduciaries in such manner as theinstrument or order appointing such fiduciaries may direct. In theabsence of such direction or the inability of the fiduciaries to act inaccordance therewith, the following provisions shall apply:
               4.0641. Joint Fiduciaries. Where Shares are held jointlyby three (3) or more fiduciaries, such Shares shall be voted inaccordance with the will of the majority.
               4.0642. Equally Divided Fiduciaries. Where thefiduciaries, or a majority of them, cannot agree, or where theyare equally divided, upon the question of voting such Shares, anycourt of general equity jurisdiction may, upon petition filed byany of such fiduciaries, or by any part in interest, direct thevoting of such Shares as it may deem for the best interests of thebeneficiaries, and such Shares shall be voted in accordance withsuch direction.
               4.0643. Proxy of Fiduciary. The general proxy of afiduciary shall be given the same weight and effect as the generalproxy of an individual or corporation.
          4.065. Voting of Pledged Shares. Shares that are pledged may,unless otherwise provided in the agreement of pledge, be voted by theShareholder pledging the same until the Shares shall have beentransferred to the pledgee on the books of the Corporation, andthereafter they may be voted by the pledgee.
          4.066. Proxies. A Shareholder may vote, either in person or byproxy executed in writing by the Shareholder, or a duly authorizedattorney-in-fact. No proxy shall be valid after eleven (11) months fromthe date of its execution, unless a longer time is expressly providedtherein.
          4.067. Quorum. At any meeting of the Shareholders, a majority ofthe Common Shares outstanding and entitled to vote, represented in personor by proxy, shall constitute a quorum. 
          4.068. Voting Lists. The officer or agent having charge of theshare transfer books shall make, at least five (5) days before eachelection of directors, a complete list of the Shareholders entitled bythe Articles of Incorporation to vote at such election, arranged inalphabetical order, with the address and number of Shares so entitled tovote held by each, which list shall be on file at the principal office ofthe Corporation and subject to inspection by any Shareholder. Such listshall be produced and kept open at the time and place of election andsubject to the inspection of any Shareholder during the holding of suchelection. The
 

 

original share register or transfer book or a duplicate thereof, kept inthe State of Indiana, shall be the only evidence as to who are theShareholders entitled to examine such list, or share register or transferbook, or to vote at any meeting of the Shareholders. 
          4.069. Fixing of Record Date to Determine Shareholders Entitled toVote. For the purpose of determining Shareholders entitled to vote atany meeting of Shareholders or any adjournment thereof, the Board ofDirectors, may fix in advance a date as the record date for any suchdetermination of Shareholders, such date in any case to be not more thanfifty (50) days prior to the date of such meeting. In the absence ofsuch a determination by the Board of Directors, such date shall be ten(10) days prior to the date of such meeting. Any person who acquirestitle to a Share after the record date shall upon written request to theShareholder of record be entitled to receive from the Shareholder ofrecord a proxy, with power of substitution, to vote that Share.
     4.07 Taking Action by Consent. Any action which may be taken at ameeting of the Shareholders, may be taken without a meeting if, prior to suchaction, a consent in writing, setting forth the action so taken, shall besigned by all of the Shareholders entitled to vote with respect to the subjectmatter 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 sofar as practicable, at all other meetings of Shareholders shall be: Proof of due notice of meeting;Reading and disposal of any unapproved minutes;Annual reports of officers and committees;Election of directors;New business;Adjournment
ARTICLE 5
The Board of Directors
     5.01. Election and Qualification. The number of directors shall bebetween eight (8) and twelve (12). The number may be increased or decreasedfrom time to time by amendment of this Section except as otherwise provided forin the Restated Articles of Incorporation and no decrease shall have the effectof shortening the term of any incumbent director. Commencing with the annualmeeting of shareholders held in 2001, the directors shall be divided into three(3) classes, as nearly equal in number as possible, with the term of office ofthe first class to expire at the 2002 annual meeting of shareholders, the termof office of the second class to expire at the 2003 annual meeting ofshareholders, and the term of the third class expiring at the 2004 annualmeeting of
 

 

shareholders. At each annual meeting of shareholders following such initialclassification, directors elected by the shareholders to succeed thosedirectors whose terms expire shall be elected for a term of office to expire atthe third succeeding annual meeting of shareholders after their election. Eachdirector shall hold office until his successor is elected and qualified oruntil his earlier resignation or removal. Directors need not be shareholdersof the Corporation. At least a majority of the directors shall be citizens ofthe United States.
     5.02. Vacancies. Any vacancy occurring in the Board of Directors causedby resignation, death or other incapacity, or increase in the number ofdirectors may be filled by a majority vote of the remaining members of theBoard of Directors. If a director ceases to serve before his or her termexpires, the individual replacing the departing director shall be named toserve the remainder of the departing director’s term. Until any such vacancyis so filled, the existing directors shall constitute the Board of Directors.Shareholders shall be notified of any increase in the number of directors andthe name, address, principle occupation, and other pertinent information aboutany director elected by the Board of Directors to fill any vacancy.
     5.03. Annual Meeting. The Board of Directors shall meet each year afterthe annual meeting of Shareholders (either within or without the State ofIndiana), for the purpose of organization, election of officers andconsideration of any other business that may properly be brought before themeeting. The time of this meeting shall be no later than the first regular orspecial meeting of the Board of Directors, at which a quorum shall be present,held after the annual meeting of Shareholders. No additional notice of anykind to either old or new members of the Board of Directors shall be necessary.
     5.04. Regular Meetings. Regular meetings of the Board of Directors maybe held with notice by letter, telegram, cable, radiogram, telephone, orradiophone, or without any notice whatever, and at such place and times, as maybe fixed from time to time by resolution of the Board of Directors.
     5.05. Special Meetings. Special meetings of the Board of Directors maybe called at any time by the Chairman of the Board, President or anyVice-President, and shall be called on the written request of one-fourth (1/4)of the directors. Notice of such a special meeting shall be sent by theSecretary or an Assistant Secretary to each director at his residence or usualplace of business by letter, telegram, cable or radiogram, delivered fortransmission not later than the second day immediately preceding the day forthe meeting, or by word of mouth telephone, or radiophone received not laterthan during the day immediately preceding the day for the meeting. In lieu ofsuch notice, a director may sign a written waiver of notice either before thetime of the meeting, at the time of the meeting, or after the time the meeting.Neither the business to be transacted at, nor the purpose of, any meeting ofthe Board of Directors need be specified in the notice or waiver of notice ofthe meeting. Any meeting of the Board of Directors for which notice isrequired shall be a legal meeting, without notice thereof having been given, ifall the directors, who have not waived notice thereof in writing, shall bepresent in person.
 

 

     5.06. Place of Meetings. The directors may hold their meetings, have oneor more offices, and keep the books of the Corporation, except as may beprovided by law, within or without the State of Indiana, at any office oroffices of the Corporation, or at any other place, as they may from time totime by resolution determine. If the resolution of the Board of Directorscalling a regular meeting or the written request calling a special meetingexpressly provides, a meeting of the Board of Directors may be held byconference telephone call or any other medium which allows each director toparticipate in discussions and to hear the views of the other directors. If ameeting is held, the directors connected to the conference telephone call orother medium shall be counted as present for the purpose of determining aquorum.
     5.07. Quorum. One-third (1/3) of the actual number of directors electedand qualified, from time to time, shall be necessary to constitute a quorum forthe transaction of any business except the filling of vacancies, and the act ofa majority of the directors present at a meeting, at which a quorum is present,shall be the act of the Board of Directors, unless the act of a great number isrequired by the Act, by the Articles of Incorporation, or by the By-Laws. Adirector who is present at a meeting of the Board of Directors at which actionon any corporate matter is taken, shall be conclusively presumed to haveassented to the action taken, unless (i) his dissent shall be affirmativelystated by him at and before the adjournment of such meeting (in which even thefact of such dissent shall be entered by the secretary of the meeting in theminutes of the meeting), or (ii) he shall forward such dissent by registeredmail to the Secretary of the Corporation immediately after the adjournment ofthe meeting. The right of dissent provided for by either clause (i) or clause(ii) of the immediately preceding sentence shall not be available, in respectof any matter acted upon at any meeting, to a director who voted at the meetingin favor of such matter and did not change his vote prior to the time that theresult of the vote on such matter was announced by the chairman of suchmeeting.
     5.08. Action by Consent. Any action required by or permitted to be takenat any meeting of the Board of Directors or of any committee thereof may betaken without a meeting, if prior to such action a written consent to suchaction is signed by all members of the Board or such committees as the case maybe, and such written consent is filed with the minutes of proceedings of theBoard or committee.
     5.09. Removal. Directors may be removed as provided in the RestatedArticles of Incorporation.
     5.10. Powers of Directors. The Board of Directors shall exercise all thepowers of the Corporation, subject to the restrictions imposed by law, by theArticles of Incorporation, or by these By-Laws.
     5.11. Dividends. The Board of Directors shall have power, subject to anyrestrictions contained in the Articles of Incorporation, to declare and paydividends upon the outstanding Shares of the Corporation, out of the unreservedand unrestricted capital and earned surplus of the Corporation. Dividends maybe paid in cash, in property, or in
 

 

Shares of the Corporation, but no dividend payable in cash or property shall bepaid out of surplus due to or arising from unrealized appreciation in value orfrom revaluation of assets.
     5.12. Compensation of Directors. The Board of Directors is empowered andauthorized to fix and determine the compensation of directors as directors, andany additional compensation for such additional services any of such directorsmay perform for the Corporation.
     5.13. Resignation. A director may resign at any time by filing hiswritten resignation with the Chairman of the Board, the President or theSecretary of the Corporation, or with the Board of Directors, and suchresignation shall become effective upon such filing.
     5.14. Reliance on Corporation Records. Each Director shall be fullyprotected in relying in good faith upon the books of account and records of theCorporation or upon statements prepared by any of its officers or employees.
ARTICLE 6
Executive Committee
     6.01. Designation of Executive Committee. The Board of Directors may, byresolution adopted by a majority of the actual number of directors elected andqualified, from time to time, designate three (3) or more non-managementdirectors (a majority of which shall be “independent” as determined by theBoard of Directors in accordance with guidelines of the New York Stock Exchangeand other applicable regulations) to constitute an executive committee, whichcommittee, to the extent provided in such resolution, shall have and exercisethe authority of the Board of Directors, but the designation of such committeeand the delegation thereto of authority shall not operate to relieve the Boardof Directors, or any member thereof, of any responsibility imposed upon it orhim by law. No member of the executive committee shall continue to be a memberthereof after he ceases to be a director of the Corporation. The Board ofDirectors shall have the power at any time to increase or diminish the numberof members of the executive committee, to fill vacancies thereon, to change anymember thereof, and to change the functions or terminate the existence thereof.
     6.02. Powers of the Executive Committee. During the intervals betweenmeetings of the Board of Directors, and subject to such limitations as may berequired by law or by resolution of the Board of Directors, the executivecommittee shall have and may exercise such powers of the Board of Directors inthe management of the business and affairs of the Corporation as may from timeto time be specified by resolution of the Board of Directors. The executivecommittee may also from time to time formulate and recommend to the Board ofDirectors for approval general policies regarding the management of thebusiness and affairs of the Corporation. All minutes of meetings of
 

 

the executive committee shall be submitted to the next succeeding meeting ofthe Board of Directors for approval; but failure to submit the same or toreceive the approval thereof shall not invalidate any completed or incompletedaction taken by the Corporation upon authorization by the executive committeeprior to the time at which the same should have been, or were, submitted asabove provided. The executive committee shall not have the authority of theBoard of Directors in reference to the matters described in Section23-1-34-6(e) of the Act or any successor provision.
     6.03. Procedure; Meetings; Quorum. The chairman of the executivecommittee of the Corporation shall, if present, act as chairman at all meetingsof the executive committee, and the Secretary of the Corporation shall, ifpresent, act as secretary of the meeting. In case of the absence from anymeeting of the executive committee of the chairman of the executive committeeor the Secretary of the Corporation, the executive committee shall appoint achairman or secretary, as the case may be, of the meeting. The executivecommittee shall keep a record of its acts and proceedings. Regular meetings ofthe executive committee, of which no notice shall be necessary, shall be heldon such days and at such places as shall be fixed by resolution adopted by amajority of the executive committee. Special meetings of the executivecommittee shall be called at the request of any member of the executivecommittee. Written notice of each special meeting of the executive committeeshall be sent by the Secretary or an Assistant Secretary to each member of theexecutive committee at his residence or usual place of business by letter,telegram, cable, electronic mail, facsimile or other electronic means,delivered for transmission not later than the second day immediately precedingthe day for the meeting, or by word of mouth, telephone, electronic mail,facsimile or other electronic means received not later than during the dayimmediately preceding the day for the meeting; provided, that any such noticeneed not be given to any member of the executive committee who has waived suchnotice either in writing or by telegram, cable, electronic mail, facsimile orother electronic means, arriving either before or after such meeting, or whoshall be present at the meeting. Any meeting of the executive committee shallbe a legal meeting, without notice thereof having been given, if all members ofthe executive committee who have not waived notice thereof shall be present inperson. Neither the business to be transacted at, nor the purpose of, anymeeting of the executive committee need be specified in the notice or waiver ofnotice of the meeting. The executive committee may hold its meetings within orwithout the State of Indiana, as it may from time to time by resolutiondetermine. If the resolution of the executive committee calling a regularmeeting or the written request calling a special meeting expressly provides, ameeting of the executive committee may be held by conference telephone call orany other medium which allows each member to participate in discussions and tohear the views of the other members. If a meeting is held, the membersconnected to the conference telephone call or other medium shall be counted aspresent for the purpose of determining a quorum. A majority of the executivecommittee, from time to time, shall be necessary to constitute a quorum for thetransaction of any business, and the act of a majority of the members presentat a meeting at which a quorum is present shall be the act of the executivecommittee. The members of the executive committee shall act only as acommittee, and the individual members shall have
 

 

no power as such. The Board of Directors may vote to the members of theexecutive committee a reasonable fee as compensation for attendance at meetingsof such committee.
     6.04. Other Committees. From time to time the Board of Directors, by theaffirmative vote of a majority of the actual number of directors elected andqualified, may appoint, from among their number, other committees for anypurpose or purposes, and each such committee shall have such powers as shall beconferred by the resolution of appointment.
     6.05. Audit Committee. The Board of Directors shall by resolutionadopted by a majority of the actual number of directors elected and qualified,from time to time, designate two or more of its members who are not officers,to constitute an Audit Committee of the Board of Directors. The AuditCommittee shall have, and may exercise the authority of the Board of Directorsto the extent provided in such resolutions, as to matters relating to theappointment of independent certified public accountants, the reliability offinancial statements, the adequacy of financial controls, the conduct ofaudits, and such investigations of other financial or operational mattersrelated to the Company as the Board of Directors shall direct. The Auditrelated to the Committee shall make appropriate reports and other relatedrecommendations to the Board, (which reports may be relied upon by members ofthe Board of Directors who are not members of the Audit Committee, as tomatters within the Audit Committee’s designated authority, if the directorreasonably feels the Committee merits confidence and has no knowledgeconcerning the matter in question that would cause such reliance to beunwarranted). A member of the Board of Directors who is not a member of theAudit Committee shall not be liable for any action taken by the Committee ifthe member has acted in good faith and in a manner reasonably believed to be inthe best interests of the Corporation.
ARTICLE 7
The Officers
     7.01. Number. The officers of the Corporation shall consist of theChairman of the Board of Directors, if elected, the President, one or moreVice-Presidents, if elected, (to be classified as determined by the Board ofDirectors, as Executive Vice-Presidents, Senior Vice-Presidents,Vice-Presidents or Assistant Vice-Presidents), the Treasurer, the Secretary,and such other officers (including a controller) and assistants as the Board ofDirectors may appoint. Any two or more offices may be held by the same person,except that the duties of the President and Secretary shall not be performed bythe same person.
     7.02. Election, Term of Office and Qualification. The officers shall bechosen annually by the Board of Directors. Each officer shall hold officeuntil his successor is chosen and qualified, or until his death, or until heshall have resigned, or shall have been removed in the manner hereinafterprovided.
 

 

     7.03. Removal. Any officer may be removed, either with or without cause,at any time, by the vote of a majority of the actual number of directorselected and qualified, from time to time, at any regular or special meeting ofthe Board of Directors.
     7.04. Resignations. Any officer may resign at any time by giving writtennotice to the Board of Directors, or to the President or the Secretary. Suchresignation shall take effect at the time specified therein, and unlessotherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective.
     7.05. Vacancies. Any vacancy in any office because of death,resignation, removal or any other cause may be filled for the unexpired portionof the term in the manner prescribed in the By-Laws for election or appointmentto such office.
     7.06. The Chairman of the Board & Chief Executive Officer. The Chairmanof the Board and Chief Executive Officer, if elected, who shall be chosen fromamong the directors, shall preside at all meetings of the Board of Directorsand the Shareholders. He shall discharge all the usual functions of the chiefexecutive officer of a corporation and shall perform such other duties as theBoard of Directors may from time to time assign to him. In the case of thedeath of the Chairman and CEO, or in the case of his absence or inability toact without having designated an officer to act temporarily in his place, theofficer so to perform the duties of the Chairman and CEO shall be designated bythe Chairman of the Executive Committee of the Board.
     7.07. The President. In the absence of the Chairman of the Board, thePresident shall preside at all meetings of the Shareholders and at meetings ofthe Board of Directors. He shall exercise such duties as customarily pertainto the office of the President and shall have general and active supervisionover the property, business and affairs of the Corporation and over its severalOfficers. He may appoint officers, agents or employees other than thoseappointed by the Board of Directors and shall perform such other duties as maybe prescribed from time to time by the Board of Directors or by the By-Laws.
     7.08. The Vice-Presidents. The Vice-Presidents (including ExecutiveVice-Presidents, Senior Vice-Presidents and Assistant Vice-Presidents) shallhave such powers and perform such duties as the Board of Directors may fromtime to time prescribe or as the President may from time to time delegate tothem. At the request of the President, one such officer may, in the case ofthe absence or inability to act of the President, temporarily act in his place.In the case of the death of the President, or in the case of his absence orinability to act without having designated an officer to act temporarily in hisplace, the officer so to perform the duties of the President shall bedesignated by the Chairman of the Board and Chief Executive Officer.
     7.09. The Secretary. The Secretary shall have the custody and care ofthe corporate seal, records, minutes and share books of the Corporation. Heshall attend all
 

 

meetings of the Shareholders and of the Board of Directors, and shall keep, orcause to be kept in a book provided for the purpose, a true and complete recordof the proceedings of such meetings, and shall perform a like duty for allstanding committees appointed by the Board of Directors, when required. Heshall attend to the giving and serving of all notices of the Corporation, shallfile and take charge of all papers and documents belonging to the Corporationand shall perform such other duties as these By-Laws may require or the Boardof Directors may prescribe.
     7.10. The Treasurer. The Treasurer shall be the financial officer of theCorporation; shall have charge and custody of, and be responsible for, allfunds of the Corporation, and deposit all such funds in the name of theCorporation in such banks, trust companies or other depositaries as shall beselected by the Board of Directors; shall receive, and give receipts for,moneys due and payable to the Corporation from any source whatsoever; and, ingeneral, shall perform all the duties as, from time to time, may be assigned tohim by the Board of Directors or by the President. The Treasurer shall renderto the President and the Board of Directors, whenever the same shall berequired, an account of all of his transactions as Treasurer and of thefinancial condition of the Corporation.
     7.11 The Controller. The Controller, if a controller is elected, shallbe responsible to the Board of Directors and the President for all financialcontrol and internal audit of the Corporation and its subsidiaries. He shallperform such other duties as may be assigned to him by the Board of Directorsor the President.
     7.12. The Assistant Secretaries. The Assistant Secretaries, as directedby the President or the Board of Directors, shall perform the duties of theSecretary during the absence or inability of the Secretary to perform suchduties, or any of them. They shall perform such other duties as the Presidentor the Board may prescribe.
     7.13. The Assistant Treasurers. The Assistant Treasurers as directed bythe President or the Board of Directors, shall perform the duties of theTreasurer during the absence or inability of the Treasurer to perform suchduties, or any of them. They shall perform such other duties as the Presidentand the Board may prescribe.
     7.14. Other Offices. The Board of Directors may create such otheroffices as it may from time to time deem desirable with such duties as it maydetermine.
ARTICLE 8
Corporate Acts
     8.01. Execution of Deeds, Contracts, etc. All deeds and mortgages madeby the Corporation and all other written contracts and agreements to which theCorporation shall be a party shall be (i) executed in its name by the Chairmanof the Board, the President or a Vice-President and (ii) attested by anyofficer of the Corporation other than the officer
 

 

executing the document.
     8.02. Execution of Checks, Notes, etc. All checks, drafts, notes, bonds,bills of exchange and orders for the payment of money by the Corporation shallbe signed by such officer or officers of the Corporation as the Board ofDirectors from time to time may authorize and direct.
     8.03. Execution of Certain Securities. All assignments or endorsementsof stock certificates, registered bonds, or other securities owned by theCorporation shall, unless otherwise directed by the Board of Directors, orunless otherwise required by law, be (i) signed by the Chairman of the Board,the President or a Vice-President and (ii) attested by any officer of theCorporation other than the officer signing the security. The Board ofDirectors may, however, authorize any one of such officers to sign any of suchinstruments, for and on behalf of the Corporation, without the necessity ofcounter-signatures; may designate officers or employees of the Corporation,other than those named above, who may, in the name of the Corporation, signsuch instruments; and may authorize the use of facsimile signatures of any ofsuch persons.
     8.04. Voting of Shares Owned by Corporation. Subject always to thefurther orders and directions of the Board of Directors, any share or sharesissued by any other corporation and owned or controlled by the Corporation maybe voted at any shareholders’ meeting of such other corporation by the Chairmanof the Board, or in his absence, by the President of the Corporation or intheir absence by any Vice-President of the Corporation who may be present.Whenever, in the judgement of the Chairman of the Board or, in his absence, thePresident, it is desirable for the Corporation to execute a proxy or give ashareholders’ consent in respect to any share or shares issued by any othercorporation and owned by the Corporation, such proxy or consent shall beexecuted in the name of the Corporation by the Chairman of the Board, thePresident or a Vice-President of the Corporation and shall be attested by theSecretary or an Assistant Secretary of the Corporation under the corporateseal. Any person or persons designated in the manner above stated as the proxyor proxies of the Corporation shall have full right, power and authority tovote the share or shares issued by such other corporation and owned by theCorporation, the same as such share or shares might be voted by theCorporation.
ARTICLE 9
Amendments
     The power to make, alter, amend or repeal these By-Laws is vested in theBoard of Directors, but the affirmative vote of a majority of the actual numberof directors elected and qualified from time to time, shall be necessary toeffect any alteration, amendment or repeal of these By-Laws.
 

 

ARTICLE 10
Miscellaneous
     10.01. Control Share Opt-Out. Chapter 42 of the Indiana BusinessCorporation Law, as amended (the “IBCL”), shall not apply to “control shareacquisitions” (as defined in the IBCL) of shares of the Corporation.