**Exhibit 3.2**
**CODE OF BY-LAWS**
**IRWIN FINANCIAL CORPORATION**
ARTICLE 1
Definitions
     1.01. Corporation. As used in this Code of By-Laws, the term “Corporation” meansIRWIN FINANCIAL CORPORATION.
     1.02. Act. As used in this Code of By-Laws, the term “Act” means The IndianaBusiness Corporation Law, as amended from time to time.
     1.03. Articles of Incorporation. As used in this Code of By-Laws, the term “Articlesof Incorporation” means the Articles of Incorporation of the Corporation, as amended from time totime.
     1.04. By-Laws. As used in this Code of By-Laws, the term “By-Laws” means the Code ofBy-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. The postoffice addressof the principal office of the Corporation is 500 Washington Street, Columbus, Indiana 47201, andthe postoffice address of its Resident Agent in charge of such office is John A. Nash, 500Washington 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 from time to time, whenauthorized by the Board of Directors, by filing with the Secretary of State of the State ofIndiana, on or before the day any such change is to take effect, or within five (5) days after thedeath of the Resident Agent or other unforeseen termination of his agency, a certificate signed bythe President or a Vice President, and the Secretary or an Assistant Secretary, of the Corporation,and verified under oath by one of such officers signing the same, stating the change to be made andreciting that such change is made pursuant to authorization by the Board of Directors.
 

 

     2.03. Seal. The seal of the Corporation shall be circular in form and mounted upon ametal die, suitable for impressing the same upon paper. About the upper periphery of the sealshall appear the name of the Corporation, and about the lower periphery thereof the word “Indiana”.In the center of the seal shall appear the words “Seal” or “Corporate Seal”.
     2.04. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
ARTICLE 3
Shares
     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.
     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 the Corporationagainst any claim that may be made on account of the alleged loss, destruction, or theft ofthe 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. Closing of Books or Fixing of Record Dates. For the purpose of determiningShareholders entitled to receive payment of any dividend or in order to make a determination ofShareholders for any other proper purpose, except as otherwise provided in section 4.069 of theseBy-Laws, the Board of Directors 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 in advance a record datefor such purpose, such date in any case not to be more than fifty (50) days prior to the date onwhich the action requiring such determination of Shareholders, is to be taken. If the sharetransfer books are not 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 the resolution of the Boardof Directors declaring such dividend is adopted shall be the record date for such determination.
ARTICLE 4
Meetings of Shareholders
     4.01. Place of Meetings. All meetings of Shareholders of the Corporation shall beheld at such place, within or without the State of Indiana, as may be specified in the respectivenotices or waivers of notice thereof, or proxies to represent Shareholders thereat.
     4.02. Annual Meeting. The annual meeting of the Shareholders for the election ofDirectors and for the transaction of such other business as may properly come before the meeting,shall be on or before the last day of May of each year, the date to be set by the Board ofDirectors of the Corporation. Failure to hold the annual meeting at the designated time shall notwork any forfeiture or a dissolution of the Corporation.
     4.03. Special Meeting. Special meetings of the Shareholders may be called by thePresident, by the Board of Directors, or by Shareholders holding of record not less than one-fourth(1/4) of all of the Shares outstanding and entitled by the Articles of Incorporation to vote on thebusiness proposed to be transacted thereat.
     4.04. Notice of Meetings. A written or printed notice, stating the place, day andhour of the meeting, and in case of a special meeting, or when required by any other provision ofthe Act, or the Articles of the Incorporation, or By-Laws, the purpose or
 

 

purposes for which themeeting is called, shall be delivered or mailed by the Secretary, or by the officers or personscalling the meeting, to each Shareholder of record entitled by the Articles of Incorporation and bythe Act to vote at such meeting, at such address as appears upon the records of the Corporation, atlest ten (10) days before the date of the meeting. Notice of any such meeting may be waived inwriting by any Shareholder, if the waiver sets forth in reasonable detail the purpose or purposesfor which the meeting is called, and the time and place thereof. Attendance at any meeting inperson, or by proxy when the instrument of proxy sets forth in reasonable detail the purpose orpurposes for which the meeting is called, shall constitute a waiver of notice of such meeting.Each Shareholder, who has in the manner above provided waived notice of a Shareholders’ meeting, orwho personally attends a Shareholders’ meeting, or is represented thereat by a proxy authorized toappear by an instrument of proxy complying with the requirements above set forth, shall beconclusively 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 the
     Provisions 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 by the Shareholder, or a duly authorized attorney-in-fact. No proxyshall be valid after eleven (11) months from the date of its execution, unless a longertime 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 thanfifty (50) days prior to the date of such meeting. In the absence of such a determinationby the Board of Directors, such date shall be ten (10) days prior to the date of suchmeeting. Any person who acquires title to a Share after the record date shall upon writtenrequest to the Shareholder of record be entitled to receive from the Shareholder of recorda proxy, with power of substitution, to vote that Share.
     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;   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 be between eight (8)and twelve (12). The number may be increased or decreased from time to time by amendment of thisSection except as otherwise provided for in the Restated Articles of Incorporation and no decreaseshall have the effect of 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, asnearly equal in number as possible, with the term of office of the first class to expire at the2002 annual meeting of shareholders, the term of office of the second class to expire at the 2003annual meeting of shareholders, and the term of the third class expiring at the 2004 annual meetingof
 

 

shareholders. At each annual meeting of shareholders following such initial classification,directors elected by the shareholders to succeed those directors whose terms expire shall beelected for a term of office to expire at the third succeeding annual meeting of shareholders aftertheir election. Each director shall hold office until his successor is elected and qualified oruntil his earlier resignation or removal. Directors need not be shareholders of the Corporation.At least a majority of the directors shall be citizens of the United States.
     5.02. Vacancies. Any vacancy occurring in the Board of Directors caused byresignation, death or other incapacity, or increase in the number of directors may be filled by amajority vote of the remaining members of the Board of Directors. If a director ceases to servebefore his or her term expires, the individual replacing the departing director shall be named toserve the remainder of the departing director’s term. Until any such vacancy is so filled, theexisting directors shall constitute the Board of Directors. Shareholders shall be notified of anyincrease in the number of directors and the name, address, principle occupation, and otherpertinent information about any director elected by the Board of Directors to fill any vacancy.
     5.03. Annual Meeting. The Board of Directors shall meet each year after the annualmeeting of Shareholders (either within or without the State of Indiana), for the purpose oforganization, election of officers and consideration of any other business that may properly bebrought before the meeting. 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 theannual meeting of Shareholders. No additional notice of any kind to either old or new members ofthe Board of Directors shall be necessary.
     5.04. Regular Meetings. Regular meetings of the Board of Directors may be held withnotice by letter, telegram, cable, radiogram, telephone, or radiophone, or without any noticewhatever, and at such place and times, as may be fixed from time to time by resolution of the Boardof Directors.
     5.05. Special Meetings. Special meetings of the Board of Directors may be called atany time by the Chairman of the Board, President or any Vice-President, and shall be called on thewritten request of one-fourth (1/4) of the directors. Notice of such a special meeting shall besent by the Secretary or an Assistant Secretary to each director at his residence or usual place ofbusiness by letter, telegram, cable or radiogram, delivered for transmission not later than thesecond day immediately preceding the day for the meeting, or by word of mouth telephone, orradiophone received not later than during the day immediately preceding the day for the meeting.In lieu of such notice, a director may sign a written waiver of notice either before the time ofthe meeting, at the time of the meeting, or after the time the meeting. Neither the business to betransacted at, nor the purpose of, any meeting of the Board of Directors need be specified in thenotice or waiver of notice of the meeting. Any meeting of the Board of Directors for which noticeis required shall be a legal meeting, without notice thereof having been given, if all thedirectors, who have not waived notice thereof in writing, shall be present in person.
 

 

     5.06. Place of Meetings. The directors may hold their meetings, have one or moreoffices, and keep the books of the Corporation, except as may be provided by law, within or withoutthe State of Indiana, at any office or offices of the Corporation, or at any other place, as theymay from time to time by resolution determine. If the resolution of the Board of Directors callinga regular meeting or the written request calling a special meeting expressly provides, a meeting ofthe Board of Directors may be held by conference telephone call or any other medium which allowseach director to participate in discussions and to hear the views of the other directors. If ameeting is held, the directors connected to the conference telephone call or other medium shall becounted as present for the purpose of determining a quorum.
     5.07. Quorum. One-third (1/3) of the actual number of directors elected andqualified, from time to time, shall be necessary to constitute a quorum for the transaction of anybusiness except the filling of vacancies, and the act of a majority of the directors present at ameeting, at which a quorum is present, shall be the act of the Board of Directors, unless the actof a great number is required 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 action on any corporatematter is taken, shall be conclusively presumed to have assented to the action taken, unless (i)his dissent shall be affirmatively stated by him at and before the adjournment of such meeting (inwhich even the fact of such dissent shall be entered by the secretary of the meeting in the minutesof the meeting), or (ii) he shall forward such dissent by registered mail to the Secretary of theCorporation immediately after the adjournment of the meeting. The right of dissent provided for byeither clause (i) or clause (ii) of the immediately preceding sentence shall not be available, inrespect of any matter acted upon at any meeting, to a director who voted at the meeting in favor ofsuch matter and did not change his vote prior to the time that the result of the vote on suchmatter was announced by the chairman of such meeting.
     5.08. Action by Consent. Any action required by or permitted to be taken at anymeeting of the Board of Directors or of any committee thereof may be taken without a meeting, ifprior to such action a written consent to such action is signed by all members of the Board or suchcommittees as the case may be, and such written consent is filed with the minutes of proceedings ofthe Board or committee.
     5.09. Removal. Directors may be removed as provided in the Restated Articles ofIncorporation.
     5.10. Powers of Directors. The Board of Directors shall exercise all the powers ofthe Corporation, subject to the restrictions imposed by law, by the Articles of Incorporation, orby 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 pay dividends upon theoutstanding Shares of the Corporation, out of the unreserved and unrestricted capital and earnedsurplus of the Corporation. Dividends may be paid in cash, in property, or in
 

 

Shares of theCorporation, but no dividend payable in cash or property shall be paid out of surplus due to orarising from unrealized appreciation in value or from revaluation of assets.
     5.12. Compensation of Directors. The Board of Directors is empowered and authorizedto fix and determine the compensation of directors as directors, and any additional compensationfor such additional services any of such directors may perform for the Corporation.
     5.13. Resignation. A director may resign at any time by filing his writtenresignation with the Chairman of the Board, the President or the Secretary of the Corporation, orwith the Board of Directors, and such resignation shall become effective upon such filing.
     5.14. Reliance on Corporation Records. Each Director shall be fully protected inrelying in good faith upon the books of account and records of the Corporation or upon statementsprepared by any of its officers or employees.
ARTICLE 6
Executive Committee
     6.01. Designation of Executive Committee. The Board of Directors may, by resolutionadopted by a majority of the actual number of directors elected and qualified, from time to time,designate three (3) or more non-management directors (a majority of which shall be “independent” asdetermined by the Board of Directors in accordance with guidelines of the New York Stock Exchangeand other applicable regulations) to constitute an executive committee, which committee, to theextent provided in such resolution, shall have and exercise the authority of the Board ofDirectors, but the designation of such committee and the delegation thereto of authority shall notoperate to relieve the Board of Directors, or any member thereof, of any responsibility imposedupon it or him by law. No member of the executive committee shall continue to be a member thereofafter he ceases to be a director of the Corporation. The Board of Directors shall have the powerat any time to increase or diminish the number of members of the executive committee, to fillvacancies thereon, to change any member thereof, and to change the functions or terminate theexistence thereof.
     6.02. Powers of the Executive Committee. During the intervals between meetings ofthe Board of Directors, and subject to such limitations as may be required by law or by resolutionof the Board of Directors, the executive committee shall have and may exercise such powers of theBoard of Directors in the management of the business and affairs of the Corporation as may fromtime to time be specified by resolution of the Board of Directors. The executive committee mayalso from time to time formulate and recommend to the Board of Directors for approval generalpolicies regarding the management of the business and affairs of the Corporation. All minutes ofmeetings of
 

 

the executive committee shall be submitted to the next succeeding meeting of the Boardof Directors for approval; but failure to submit the same or to receive the approval thereof shallnot invalidate any completed or incompleted action taken by the Corporation upon authorization bythe executive committee prior to the time at which the same should have been, or were, submitted asabove provided. The executive committee shall not have the authority of the Board of Directors inreference to the matters described in Section 23-1-34-6(e) of the Act or any successor provision.
     6.03. Procedure; Meetings; Quorum. The chairman of the executive committee of theCorporation shall, if present, act as chairman at all meetings of the executive committee, and theSecretary of the Corporation shall, if present, act as secretary of the meeting. In case of theabsence from any meeting of the executive committee of the chairman of the executive committee orthe Secretary of the Corporation, the executive committee shall appoint a chairman or secretary, asthe case may be, of the meeting. The executive committee shall keep a record of its acts andproceedings. Regular meetings of the executive committee, of which no notice shall be necessary,shall be held on such days and at such places as shall be fixed by resolution adopted by a majorityof the executive committee. Special meetings of the executive committee shall be called at therequest of any member of the executive committee. Written notice of each special meeting of theexecutive committee shall 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 thesecond day immediately preceding the 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 notice need not be given toany member of the executive committee who has waived such notice either in writing or by telegram,cable, electronic mail, facsimile or other electronic means, arriving either before or after suchmeeting, or who shall be present at the meeting. Any meeting of the executive committee shall be alegal meeting, without notice thereof having been given, if all members of the executive committeewho have not waived notice thereof shall be present in person. Neither the business to betransacted at, nor the purpose of, any meeting of the executive committee need be specified in thenotice or waiver of notice of the meeting. The executive committee may hold its meetings within orwithout the State of Indiana, as it may from time to time by resolution determine. If theresolution of the executive committee calling a regular meeting or the written request calling aspecial meeting expressly provides, a meeting of the executive committee may be held by conferencetelephone call or any other medium which allows each member to participate in discussions and tohear the views of the other members. If a meeting is held, the members connected to the conferencetelephone call or other medium shall be counted as present for the purpose of determining a quorum.A majority of the executive committee, from time to time, shall be necessary to constitute aquorum for the transaction of any business, and the act of a majority of the members present at ameeting at which a quorum is present shall be the act of the executive committee. The members ofthe executive committee shall act only as a committee, and the individual members shall have
 

 

no power as such. The Board of Directors may vote to the members of the executive committee areasonable fee as compensation for attendance at meetings of such committee.
     6.04. Other Committees. From time to time the Board of Directors, by the affirmativevote of a majority of the actual number of directors elected and qualified, may appoint, from amongtheir number, other committees for any purpose or purposes, and each such committee shall have suchpowers as shall be conferred by the resolution of appointment.
     6.05. Audit Committee. The Board of Directors shall by resolution adopted by amajority of the actual number of directors elected and qualified, from time to time, designate twoor more of its members who are not officers, to constitute an Audit Committee of the Board ofDirectors. The Audit Committee shall have, and may exercise the authority of the Board ofDirectors to the extent provided in such resolutions, as to matters relating to the appointment ofindependent certified public accountants, the reliability of financial statements, the adequacy offinancial controls, the conduct of audits, and such investigations of other financial oroperational matters related to the Company as the Board of Directors shall direct. The Auditrelated to the Committee shall make appropriate reports and other related recommendations to theBoard, (which reports may be relied upon by members of the Board of Directors who are not membersof the Audit Committee, as to matters within the Audit Committee’s designated authority, if thedirector reasonably feels the Committee merits confidence and has no knowledge concerning thematter in question that would cause such reliance to be unwarranted). A member of the Board ofDirectors who is not a member of the Audit Committee shall not be liable for any action taken bythe Committee if the 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 the Chairman of theBoard of Directors, if elected, the President, one or more Vice-Presidents, if elected, (to beclassified as determined by the Board of Directors, as Executive Vice-Presidents, SeniorVice-Presidents, Vice-Presidents or Assistant Vice-Presidents), the Treasurer, the Secretary, andsuch other officers (including a controller) and assistants as the Board of Directors may appoint.Any two or more offices may be held by the same person, except that the duties of the President andSecretary shall not be performed by the same person.
     7.02. Election, Term of Office and Qualification. The officers shall be chosenannually by the Board of Directors. Each officer shall hold office until his successor is chosenand qualified, or until his death, or until he shall have resigned, or shall have been removed inthe manner hereinafter provided.
 

 

     7.03. Removal. Any officer may be removed, either with or without cause, at anytime, by the vote of a majority of the actual number of directors elected and qualified, from timeto time, at any regular or special meeting of the Board of Directors.
     7.04. Resignations. Any officer may resign at any time by giving written notice tothe Board of Directors, or to the President or the Secretary. Such resignation shall take effectat the time specified therein, and unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.
     7.05. Vacancies. Any vacancy in any office because of death, resignation, removal orany other cause may be filled for the unexpired portion of the term in the manner prescribed in theBy-Laws for election or appointment to such office.
     7.06. The Chairman of the Board & Chief Executive Officer. The Chairman of the Boardand Chief Executive Officer, if elected, who shall be chosen from among the directors, shallpreside at all meetings of the Board of Directors and the Shareholders. He shall discharge all theusual functions of the chief executive officer of a corporation and shall perform such other dutiesas the Board of Directors may from time to time assign to him. In the case of the death of theChairman and CEO, or in the case of his absence or inability to act without having designated anofficer to act temporarily in his place, the officer so to perform the duties of the Chairman andCEO shall be designated by the Chairman of the Executive Committee of the Board.
     7.07. The President. In the absence of the Chairman of the Board, the Presidentshall preside at all meetings of the Shareholders and at meetings of the Board of Directors. Heshall exercise such duties as customarily pertain to the office of the President and shall havegeneral and active supervision over the property, business and affairs of the Corporation and overits several Officers. He may appoint officers, agents or employees other than those appointed bythe Board of Directors and shall perform such other duties as may be prescribed from time to timeby the Board of Directors or by the By-Laws.
     7.08. The Vice-Presidents. The Vice-Presidents (including Executive Vice-Presidents,Senior Vice-Presidents and Assistant Vice-Presidents) shall have such powers and perform suchduties as the Board of Directors may from time to time prescribe or as the President may from timeto time delegate to them. 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 thedeath of the President, or in the case of his absence or inability to act without having designatedan officer to act temporarily in his place, the officer so to perform the duties of the Presidentshall be designated by the Chairman of the Board and Chief Executive Officer.
     7.09. The Secretary. The Secretary shall have the custody and care of the corporateseal, records, minutes and share books of the Corporation. He shall attend all
 

 

meetings of theShareholders and of the Board of Directors, and shall keep, or cause to be kept in a book providedfor the purpose, a true and complete record of the proceedings of such meetings, and shall performa like duty for all standing committees appointed by the Board of Directors, when required. Heshall attend to the giving and serving of all notices of the Corporation, shall file and takecharge of all papers and documents belonging to the Corporation and shall perform such other dutiesas these By-Laws may require or the Board of 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, all funds of theCorporation, and deposit all such funds in the name of the Corporation in such banks, trustcompanies or other depositaries as shall be selected by the Board of Directors; shall receive, andgive 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 to him by the Board ofDirectors or by the President. The Treasurer shall render to the President and the Board ofDirectors, whenever the same shall be required, an account of all of his transactions as Treasurerand of the financial condition of the Corporation.
     7.11 The Controller. The Controller, if a controller is elected, shall beresponsible to the Board of Directors and the President for all financial control and internalaudit of the Corporation and its subsidiaries. He shall perform such other duties as may beassigned to him by the Board of Directors or the President.
     7.12. The Assistant Secretaries. The Assistant Secretaries, as directed by thePresident or the Board of Directors, shall perform the duties of the Secretary during the absenceor inability of the Secretary to perform such duties, or any of them. They shall perform suchother duties as the President or the Board may prescribe.
     7.13. The Assistant Treasurers. The Assistant Treasurers as directed by thePresident or the Board of Directors, shall perform the duties of the Treasurer during the absenceor inability of the Treasurer to perform such duties, or any of them. They shall perform suchother duties as the President and the Board may prescribe.
     7.14. Other Offices. The Board of Directors may create such other offices as it mayfrom time to time deem desirable with such duties as it may determine.
ARTICLE 8
Corporate Acts
     8.01. Execution of Deeds, Contracts, etc. All deeds and mortgages made by theCorporation and all other written contracts and agreements to which the Corporation shall be aparty shall be (i) executed in its name by the Chairman of the Board, the President or aVice-President and (ii) attested by any officer of the Corporation other than the officer executingthe document.
 

 

     8.02. Execution of Checks, Notes, etc. All checks, drafts, notes, bonds, bills ofexchange and orders for the payment of money by the Corporation shall be signed by such officer orofficers of the Corporation as the Board of Directors from time to time may authorize and direct.
     8.03. Execution of Certain Securities. All assignments or endorsements of stockcertificates, registered bonds, or other securities owned by the Corporation shall, unlessotherwise directed by the Board of Directors, or unless otherwise required by law, be (i) signed bythe Chairman of the Board, the President or a Vice-President and (ii) attested by any officer ofthe Corporation other than the officer signing the security. The Board of Directors may, however,authorize any one of such officers to sign any of such instruments, for and on behalf of theCorporation, without the necessity of counter-signatures; may designate officers or employees ofthe Corporation, other than those named above, who may, in the name of the Corporation, sign suchinstruments; and may authorize the use of facsimile signatures of any of such persons.
     8.04. Voting of Shares Owned by Corporation. Subject always to the further ordersand directions of the Board of Directors, any share or shares issued by any other corporation andowned or controlled by the Corporation may be voted at any shareholders’ meeting of such othercorporation by the Chairman of the Board, or in his absence, by the President of the Corporation orin their absence by any Vice-President of the Corporation who may be present. Whenever, in thejudgement of the Chairman of the Board or, in his absence, the President, it is desirable for theCorporation to execute a proxy or give a shareholders’ consent in respect to any share or sharesissued by any other corporation and owned by the Corporation, such proxy or consent shall beexecuted in the name of the Corporation by the Chairman of the Board, the President or aVice-President of the Corporation and shall be attested by the Secretary or an Assistant Secretaryof the Corporation under the corporate seal. Any person or persons designated in the manner abovestated as the proxy or proxies of the Corporation shall have full right, power and authority tovote the share or shares issued by such other corporation and owned by the Corporation, the same assuch share or shares might be voted by the Corporation.
ARTICLE 9
Amendments
     The power to make, alter, amend or repeal these By-Laws is vested in the Board of Directors,but the affirmative vote of a majority of the actual number of directors elected and qualified fromtime to time, shall be necessary to effect any alteration, amendment or repeal of these By-Laws.
 

 

ARTICLE 10
Miscellaneous
     10.01. Control Share Opt-Out. Chapter 42 of the Indiana Business Corporation Law, asamended (the “IBCL”), shall not apply to “control share acquisitions” (as defined in the IBCL) ofshares of the Corporation.
Article 11
Indemnification of Directors, Officers and Employees
     11.01. “Liability;” “Expense;” As used in this Article 11 the terms“liability” and “expense” shall include but shall not be limited to attorneys’ fees anddisbursements and amounts of judgment, fines or penalties against and amounts paid in settlement,and expenses actually and reasonably incurred with respect to a proceeding by the directors,officers or employees.
     11.02. “Claim.” As used in this Article 11, the term “claim” shall include:(i) any claim, action, suit or proceeding, whether actual or threatened, brought by or in the rightof this Corporation or another entity or otherwise, civil, criminal or administrative or inconnection with an investigation or appeal relating thereto, (ii) against a person who is or was adirector, officer or employee of this Corporation or a person who was serving as a director,officer or employee of any other entity at the request of this Corporation, and (iii) which isasserted against or threatened against him, as a party or otherwise, by reason of his having been adirector, officer or employee of this Corporation or such other entity or by reason of any past orfuture action taken or not taken in his capacity as such director, officer or employee, whether ornot he continues to be such at the time the claim is asserted or threatened.
     11.03. Indemnity. Any such director, officer or employee who has been wholly orpartially successful on the merits or otherwise with respect to any claim of the characterdescribed herein shall be entitled to indemnification as of right. Any director, officer oremployee who is not wholly successful on the merits or otherwise shall be entitled toindemnification by the Corporation as long as (i) the Board of Directors acting by a quorumconsisting of directors who are not parties to or who have been wholly successful with respect tosuch claim, action, suit or proceeding shall find that the person to be indemnified acted in goodfaith with a reasonable belief that such conduct was not opposed to the best interests of theCorporation or other entity, as the case may be, and, in addition, in any criminal action orproceeding (which shall not be deemed to include civil, administrative or investigative actions orproceedings in which conduct which violates a criminal statute is alleged) he had reasonable beliefthat his conduct was lawful, or (ii) independent legal counsel (who may be regular counsel of theCorporation) shall deliver to it its written opinion that the person to be indemnified so acted.Indemnification by the Corporation pursuant to this Section 11.03 shall be mandatory unless theCorporation is prohibited from doing so under state or federal law.
 

 

     11.04. No Presumption. The termination of any claim by judgment, settlement (whetherwith or without court approval) or conviction or upon a plea of guilty or of nolocontendere or its equivalent shall not create a presumption that the person to beindemnified did not meet the standard of conduct set forth in Section 11.03.
     11.05. Several Claims. If several claims, issues or matters of action are involved,any such person may be entitled to indemnification as to some matters even though he is notentitled as to other matters, and to some or a portion of the expenses or amounts paid in thesettlement, where the director, officer or employee is entitled to some or a portion of suchexpenses or amounts.
     11.06 Advances. Except where prohibited by law, the Corporation shall advanceexpenses to or, where appropriate, shall at its expense undertake the defense of any such director,officer or employee upon receipt of an undertaking by or on behalf of such person to repay suchexpenses if it should ultimately be determined that he is not entitled to indemnification underthis Article 11.
     11.07. Applicability. The provisions of this Article 11 shall be applicableto claims, actions, suits or proceedings made or commenced after the adoption hereof, whetherarising from acts or omissions to act during, before or after the adoption hereof.
     11.08. Extent of Rights. The rights of indemnification provided hereunder shall be acontract right to the person concerned, and shall be in addition to any rights to which any personconcerned may otherwise be entitled by contract or as a matter of law and shall inure to thebenefit of the heirs, executors and administrators of any such person.
     11.09. Insurance. The Corporation may purchase and maintain insurance on behalf ofany person who is or was a director, officer, employee or agent of the Corporation or is or wasserving at the request of the Corporation as a director, officer, employee or agent of anotherentity against any liability asserted against him and incurred by him in any capacity or arisingout of his status as such, whether or not the Corporation would have the power to indemnify himagainst such liability under the provisions of this Article 11 or otherwise.