Exhibit 3.2
AMENDED AND RESTATED CODE OF BY-LAWS
OF
HILLENBRAND, INC.
(as adopted by the Board of Directors effective on July 15, 2009)
ARTICLE 1.
Definition of Certain Terms
Section 1.01 Corporation. The term “Corporation,” as used in this Code of By-laws, shall mean and refer to Hillenbrand,
Inc., a corporation duly organized and existing under and pursuant to the provisions of The Indiana
Business Corporation Law, as amended.
Section 1.02 Common Stock. The term “Common Stock,” as used in this Code of By-laws, shall mean and refer to the shares
of Common Stock, without par value, which the Corporation is authorized to issue under and pursuant
to the provisions of the Articles of Incorporation of the Corporation.
Section 1.03 Shareholders. The term “Shareholders,” as used in this Code of By-laws, shall mean and refer to the persons
shown by the records of the Corporation to be the holders of the duly authorized, issued and
outstanding shares of Common Stock.
Section 1.04 Board of Directors. The term “Board of Directors,” as used in this Code of By-laws, shall mean and refer to the
Board of Directors of the Corporation.
Section 1.05 Officers. The terms “President,” “Vice-President,” “Secretary,” “Assistant Secretary,” “Treasurer” and
“Assistant Treasurer,” as used in this Code of By-laws, shall mean and refer, respectively, to the
individuals holding those offices of the Corporation in their capacities as such.
Section 1.06 Act. The term “Act,” as used in this Code of By-laws, shall mean and refer to The Indiana Business
Corporation Law, as now in force or hereafter amended.
ARTICLE 2.
Shares of The Corporation
Section 2.01 Form of Certificates. The shares of the Corporation may be issued in book entry form or evidenced by certificates in
such form as is prescribed by law and approved by the Board of Directors.
Section 2.02 Transfer of Shares. Shares of the Corporation may be transferred on the books thereof only by the holder of such
shares or by his duly authorized representative, upon the surrender to the Corporation or its
transfer agent of the certificate for such share properly endorsed.
Section 2.03 Lost, Destroyed or Stolen Stock Certificates. No share certificates shall be issued in place of any certificate alleged to have been lost,
destroyed or stolen unless the Board of Directors is, or such officer or officers as may be
designated by the Board of Directors are, satisfied as to such loss, destruction or theft and
unless an indemnity bond acceptable to the Board or such officers has been furnished by the owner
of such lost, destroyed or stolen certificate, or his legal representative.
Section 2.04 Regulations Relating to the Transfer Agents and Registrars of the
Corporation. The provisions governing the appointment of the Transfer Agents, Registrars and Dividend
Disbursing Agent of the Corporation, conferring upon them their respective powers, rights, duties
and obligations in their capacities as such, allocating and delimiting their power to make original
issue and transfer of the shares of Common Stock, specifying to whom the Shareholders shall give
notice of changes of their addresses, allocating and imposing the duty of maintaining the original
stock ledgers or transfer books, or both, of the Corporation and of disclosing the names of the
Shareholders, the number of shares of Common Stock held by each and the address of each Shareholder
as it appears upon the records of the Corporation, and dealing with other related matters are
contained in the “Regulations Relating to the Transfer Agents and Registrars of Hillenbrand, Inc.”
duly adopted by the Board of Directors, certified copies of which are on file with, and may be
inspected at the office of:
Computershare Investor Services
2 North LaSalle Street
Chicago, Illinois 60602
the Registrar and Transfer Agents of the Corporation.
ARTICLE 3.
The Shareholders
Section 3.01 Annual Meeting. The Shareholders shall hold their annual meeting during the second quarter of each fiscal year
for the purposes of electing individuals to the Board of Directors in accordance with Section 4.03,
acting upon such other questions or matters as are proposed to be submitted to a vote at the
meeting and acting upon such further questions or matters as may properly come before the meeting.
The annual meeting shall be called by the Board of Directors.
Section 3.02 Special Meeting. The Shareholders may hold a special meeting at any time for the purposes of electing
individuals to vacant positions upon the Board of Directors, acting upon such other questions or
matters as are proposed to be submitted to a vote at the meeting and acting upon such further
questions or matters as may properly come before the meeting. A special meeting of the Shareholders
may be called by the Board of Directors, by the President or by Shareholders holding not less than
one-fourth (1/4) of the duly authorized, issued and outstanding shares of Common Stock (determined
as of the date upon which the special meeting is called).
Section 3.03 Place of Meetings. Meetings of the Shareholders may be held at the Principal Office of the Corporation (as
defined in the Act) or any other place, within or without the State of Indiana.
Section 3.04 Procedure For Calling Meetings. Any meeting of the Shareholders which is called by the Board of Directors shall be deemed duly
to have been called upon the adoption of a resolution by the Board of Directors, not less than ten
(10) days before the date of the meeting, setting forth the time, date and place of the meeting and
containing a concise statement of the questions or matters proposed to be submitted to a vote at
the meeting. Any special meeting of the Shareholders which is called by the President shall be
deemed duly to have been called upon delivery to the Secretary, not less than ten (10) days before
the date of the meeting, of a written instrument, executed by the President, setting forth the
time, date and place of the meeting and containing a concise statement of the questions or matters
proposed to be submitted to a vote at the meeting. Any special meeting of the Shareholders which is
called by the Shareholders shall be deemed duly to have been called upon delivery to the Secretary,
not less than fifty (50) days before the date of the meeting, of a written instrument, executed by
each of the Shareholders calling the meeting, setting forth the time, date and place of the meeting
and containing a concise statement of the questions or matters proposed to be submitted to a vote
at the meeting.
Section 3.05 Record Date. For the purpose of determining the Shareholders entitled to notice of, or to vote at, any
meeting of the Shareholders, for the purpose of determining the Shareholders entitled to receive
payment of any dividend or other distribution, or in order to make a determination of the
Shareholders for any other corporate purpose, the Board of Directors may fix in advance a date as
the record date for that determination of the Shareholders, that date, in any case, to be not more
than seventy (70) days and, in case of a meeting of the Shareholders, not less than ten (10) days,
before the date upon which the particular action, requiring that determination of the Shareholders,
is to be taken. If no record date is fixed for the determination of the Shareholders entitled to
notice of, or to vote at, a meeting of the Shareholders, then the date ten (10) days before the
date of the meeting shall be the record date for the meeting. If no record date is fixed for the
determination of the Shareholders entitled to receive payment of a dividend or other distribution,
then the date upon which the resolution of the Board of Directors declaring the dividend or other
distribution is adopted shall be the record date for the determination of the Shareholders. When a
determination of the Shareholders entitled to notice of, or to vote at, a meeting of the
Shareholders has been made, the determination shall apply to any adjournment of the meeting. The
Shareholders upon any record date shall be the Shareholders as of the close of business on that
record date.
Section 3.06 Notice of Meetings. Notice of any meeting of the Shareholders shall be deemed duly to have been given if, at least
ten (10) days before the date of the meeting, a written notice stating the date, time and place of
meeting, and containing a concise statement of the questions or matters proposed to be submitted to
a vote at the meeting, is delivered by the Secretary to each Shareholder entitled to notice of, and
to vote at, the meeting. The written notice shall be deemed duly to have been delivered by the
Secretary to a Shareholder at the date upon which:
(1) it is delivered personally to the Shareholders;
(2) it is deposited in the United States First Class Mail, postage prepaid, addressed to the
address of the Shareholder set forth upon the records of the Corporation; or
(3) it is sent by telegraph, facsimile or other form of wire or wireless communication,
addressed to the address of the Shareholder set forth upon the records of the Corporation.
Written notice of the meeting shall be deemed duly to have been waived by any Shareholder
present, in person or by proxy, at the meeting. Written notice of the meeting may be waived by any
Shareholder not present, in person or by proxy, at the meeting, either before or after the meeting,
by written instrument, executed by the Shareholder, delivered to the Secretary.
Section 3.07 Voting Lists. The Secretary shall, not less than five (5) days before the date of each meeting of the
Shareholders, prepare, or cause to be prepared, a complete list of the Shareholders entitled to
notice of, and to vote at, the meeting. The voting list shall disclose the names and addresses of
those Shareholders, arranged in alphabetical order, and the number of duly authorized, issued
and outstanding shares of Common Stock held by each of those Shareholders (determined as of the
record date for the meeting). The Secretary shall cause the voting list to be produced and kept
open at the Principal Office of the Corporation where it shall be subject to inspection by any
Shareholder during the five (5) days before the meeting. The Secretary shall also cause the voting
list to be produced and kept open at the time and place of the meeting where it shall be subject to
inspection by any Shareholder during the course of the meeting.
Section 3.08 Quorum at Meetings. At any meeting of the Shareholders the presence, in person or by proxy, of Shareholders
holding a majority of the duly authorized, issued and outstanding shares of Common Stock
(determined as of the record date for the meeting) shall constitute a quorum.
Section 3.09 Voting at Meetings. Any action required or permitted to be taken at any meeting of the Shareholders with respect
to any question or matter other than the election of directors shall be taken pursuant to a vote of
the duly authorized, issued and outstanding shares of Common Stock (determined as of the record
date for the meeting) present, in person or by proxy, at a meeting at which a quorum is present, in
which the votes cast favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by the provisions of the Act, the Articles of
Incorporation of the Corporation or other applicable legal or regulatory requirement, in which
event the action shall be taken only pursuant to the affirmative vote of the greater number.
Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present, unless the Articles of Incorporation of the
Corporation provide otherwise.
Section 3.10 Voting by Proxy. A shareholder may vote at any meeting of the Shareholders, either in person or by proxy. Each
proxy shall be in the form of a written instrument executed by the Shareholder or a duly authorized
agent of the Shareholder, or may be transmitted by electronic submission as authorized by the
Corporation. No proxy shall be voted at any meeting unless and until it has been filed with the
Secretary.
Section 3.11 Notice of Shareholder Business. At any meeting of the shareholders, only such business may be conducted as shall have been
properly brought before the meeting, and as shall have been determined to be lawful and appropriate
for consideration by Shareholders at the meeting. To be properly brought before a meeting business
must be (a) specified in the notice of meeting given in accordance with Section 3.06 of this
Article 3, (b) otherwise properly brought before the meeting by or at the direction of the Board of
Directors or the Chairman of the Board or the Chief Executive Officer, or (c) otherwise properly
brought before the meeting by a Shareholder. For business to be properly brought before a meeting
by a Shareholder pursuant to clause (c) above, the Shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation at the principal place of business of the
Corporation. To be timely, a Shareholder’s notice must be delivered to or
mailed and received by the Secretary not later than 100 days prior to the anniversary of the
date of the immediately preceding annual meeting which was specified in the initial formal notice
of such meeting (but if the date of the forthcoming annual meeting is more than 30 days after such
anniversary date, such written notice will also be timely if received by the Secretary by the later
of 100 days prior to the forthcoming meeting date and the close of business 10 days following the
date on which the Company first makes public disclosure of the meeting date). For the 2009 annual
meeting of shareholders, the anniversary of the date of the immediately preceding annual meeting
shall be deemed to be February 8, 2009. A Shareholder’s notice to the Secretary shall set forth as
to each matter the Shareholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting, (b) the name and address of the Shareholder
proposing such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the Shareholder, and (d) any interest of the Shareholder in such business.
Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at a
meeting except in accordance with the procedures set forth in this Section 3.11. The person
presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the Code of By-laws, or
that business was not lawful or appropriate for consideration by Shareholders at the meeting, and
if he should so determine, he shall so declare to the meeting and any such business shall not be
transacted.
Section 3.12 Notice of Shareholder Nominees. Nominations of persons for election to the Board of Directors of the Corporation may be made
at any meeting of Shareholders by or at the direction of the Board of Directors or by any
Shareholder of the Corporation entitled to vote for the election of members of the Board of
Directors at the meeting. For nominations to be made by a Shareholder, the Shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation at the principal place
of business of the Corporation and any nominee must satisfy the qualifications established by the
Board of Directors of the Corporation from time to time as contained in the proxy statement of the
Corporation for the immediately preceding annual meeting or posted on the Website of the
Corporation. To be timely, a Shareholder’s nomination must be delivered to or mailed and received
by the Secretary not later than (i) in the case of the annual meeting, 100 days prior to the
anniversary of the date of the immediately preceding annual meeting which was specified in the
initial formal notice of such meeting (but if the date of the forthcoming annual meeting is more
than 30 days after such anniversary date, such written notice will also be timely if received by
the Secretary by the later of 100 days prior to the forthcoming meeting date and the close of
business 10 days following the date on which the Company first makes public disclosure of the
meeting date) and (ii) in the case of a special meeting, the close of business on the tenth day
following the date on which the Corporation first makes public disclosure of the meeting date. For
the 2009 annual meeting of shareholders, the anniversary of the date of the immediately preceding
annual meeting shall be deemed to be February 8, 2009. Each notice given by such Shareholder shall
set forth: (i) the name and address of the Shareholder who intends to make the nomination and of
the person or persons to be nominated; (ii) a representation that the Shareholder is a holder of
record, setting forth the shares so held, and intends to appear in person or by proxy as a holder
of record at the meeting to nominate the person or persons specified in the notice; (iii) a
description of all arrangements or understandings between such Shareholder and each nominee
proposed by the Shareholder and any other person
or persons (identifying such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholders; (iv) such other information regarding each nominee
proposed by such Shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; (v) the consent in writing
of each nominee to serve as a director of the Corporation if so elected, and (vi) a description of
the qualifications of such nominee to serve as a director of the Corporation.
If facts show that a nomination was not made in accordance with the foregoing provisions, the
Chairman of the meeting shall so determine and declare to the meeting, whereupon the defective
nomination shall be disregarded.
ARTICLE 4.
The Board of Directors
Section 4.01 Number of Members. The Board of Directors shall consist of no fewer than seven (7) members and no more than
eleven (11) members, as fixed from time to time by resolution of the Board of Directors.
Section 4.02 Qualification of Members. Each member of the Board of Directors shall be an adult individual. Members of the Board of
Directors need not be Shareholders and need not be residents of the State of Indiana or citizens of
the United States of America.
Section 4.03 Election of Members. The members of the Board of Directors shall be elected by the Shareholders at the annual
meeting of the Shareholders, at a special meeting of the Shareholders called for that purpose or by
the unanimous written consent of the Shareholders, except that a majority of the duly elected and
qualified members of the Board of Directors then occupying office may fill any vacancy in the
membership of the Board of Directors caused by the resignation, death, or adjudication or legal
incompetency of a member of the Board of Directors, or caused by an increase in the number of the
members of the Board of Directors.
The members of the Board of Directors shall be divided into three classes, each having
one-third of the total number of members of the Board of Directors or as near to one-third of such
number as may be possible, with the difference between the number of Directors in any class and the
number of Directors in any other class not exceeding one. If the number of Directors is changed,
any increase or decrease shall be apportioned among the classes as determined by the Board of
Directors, provided that (i) in no case will a decrease in the number of Directors shorten the term
of any incumbent Director and (ii) any such increase or decrease shall be apportioned such that
each class has one-third of the total number of members of the Board of Directors or as near to
one-third of such number as may be possible, with the difference between the number of Directors in
any class and the number of Directors in any other class not exceeding one.
At each annual meeting of Shareholders, the terms of all of the members of one class of
Directors shall expire and Directors shall be elected to succeed the members of such class for
three-year terms expiring at the third succeeding annual meeting of Shareholders. A Director
elected by the Board of Directors to fill any vacancy on the Board of Directors shall be elected
for a term expiring at the next succeeding annual meeting of Shareholders, regardless of the class
to which such director is elected, and at such next annual meeting of Shareholders, a Director
shall be elected to succeed such Director for a term of one, two or three years expiring at the
next annual meeting of Shareholders at which full three-year terms of members of such Director’s
class will expire. Each member of the Board of Directors shall serve as such throughout the term
for which he is elected, or until his successor is duly elected and qualified.
Section 4.04 Removal of Members. Any Director, or the entire Board of Directors, may be removed from office at any time, but
only for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) of the
voting power of all of the shares of the Corporation entitled to vote generally in the election of
Directors, voting together as a single class.
Section 4.05 Resignations of Members. Any member of the Board of Directors may resign at any time, with or without cause, by
delivering written notice of his resignation to the Board of Directors. The resignation shall take
effect at the time specified in the written notice or upon receipt by the Board of Directors, as
the case may be, and, unless otherwise specified in the written notice, the acceptance of the
resignation shall not be necessary to make it effective.
Section 4.06 Annual Meeting. The Board of Directors shall hold its annual meeting immediately following the annual meeting
of the Shareholders for the purposes of electing individuals to each of the offices of the
Corporation and acting upon such other questions or matters as may properly come before the
meeting.
Section 4.07 Special Meetings. The Board of Directors may hold a special meeting at any time for the purposes of electing
individuals to each vacant position on the Board of Directors, electing individuals to each vacant
office of the Corporation and acting upon such other questions and matters as may properly come
before the meeting. A special meeting of the Board of Directors may be called by any member of the
Board of Directors.
Section 4.08 Place of Meetings. The annual meeting of the Board of Directors shall be held at the same place at which the
annual meeting of the Shareholders is held. Special meeting of the Board of Directors may be held
at the Principal Office of the Corporation or at any other place, within or without the State of
Indiana.
Section 4.09 Procedure for Calling Meetings. Any special meeting of the Board of Directors shall be deemed duly to have been called by a
member of the Board of Directors upon delivery to the Secretary, not less than seven (7) days
before the date of such meeting, of a written instrument, executed by the member of the Board of
Directors calling the meeting, setting forth the time, date and place of the meeting. The written
instrument may also contain, at the option of the member of the Board of Directors calling the
meeting, a concise statement of the questions or matters proposed to be submitted to a vote, or
otherwise considered, at the meeting. Any special meeting of the Board of Directors with respect to
which all members of the Board of Directors are either present or duly waive written notice, either
before or after the meeting, shall also be deemed duly to have been called.
Section 4.10 Notice of Meetings. No notice of the annual meeting of the Board of Directors shall be required. Notice of any
special meeting of the Board of Directors shall be deemed duly to have been given if, at least
seven (7) days before the date of the meeting, a written notice stating the date, time and place of
the meeting and, to the extent set forth in the written instrument by which the meeting is called,
containing a concise statement of the questions or matters proposed to be submitted to a vote, or
otherwise considered, at the meeting is delivered by the Secretary to each member of the Board of
Directors. The written notice shall be deemed duly to have been delivered by the Secretary to a
member of the Board of Directors at the date upon which:
(1) it is delivered personally to the member of the Board of Directors;
(2) it is deposited in the United States First Class Mail, postage prepaid, addressed to the
last known address of the member of the Board of Directors; or
(3) it is sent by telegraph, facsimile or other form of wire or wireless communication,
addressed to the last known address of the member of the Board of Directors.
Written notice of the meeting shall be deemed duly to have been waived by any member of the
Board of Directors present at the meeting. Written notice of the meeting may be waived by any
member of the Board of Directors not present at the meeting, either before or after the meeting, by
written instrument, executed by the member of the Board of Directors, delivered to the Secretary.
Section 4.11 Quorum at Meetings. At any annual or special meeting of the Board of Directors the presence of a majority of the
then duly elected and qualified members of the Board of Directors then occupying office shall
constitute a quorum.
Section 4.12 Voting at Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors with
respect to any question or matter shall be taken pursuant to the affirmative vote of a
majority of the then duly elected and qualified members of the Board of Directors present at
the meeting, unless a greater number is required by the provisions of the Act, in which event the
action shall be taken only pursuant to the affirmative vote of that greater number.
Section 4.13 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors with
respect to any question or matter may be taken without a meeting, if, before that action is taken,
a unanimous written consent to that action is executed by all of the then duly elected and
qualified members of the Board of Directors and the written consent is filed with the minutes of
the preceding of the Board of Directors.
Section 4.14 The Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. The Chairman of the
Board shall provide leadership to the Board of Directors, advice and counsel to the President and
other officers of the Corporation, shall preside at all meetings of the Shareholders and the Board
of Directors, and shall, in addition, have such further powers and perform such further duties as
are specified in the Code of By-laws or as the Board of Directors may, from time to time, assign or
delegate to him.
Section 4.15 The Chairman Emeritus. The Chairman Emeritus shall be a member of the Board of Directors or a former member of the
Board of Directors. The Chairman Emeritus shall provide advice and counsel to the Chairman of the
Board and to the President and other officers of the Corporation, and shall, in addition, have such
further powers and perform such further duties as are specified in the Code of By-Laws or as the
Board of Directors may, from time to time, assign or delegate to him.
Section 4.16 The Vice Chairman. The Board of Directors may appoint a Vice Chairman of the Board. The Vice Chairman of the
Board shall be a member of the Board of Directors. The Vice Chairman of the Board shall preside at
all meetings of the Shareholders and the Board of Directors in the absence of the Chairman of the
Board, shall otherwise act in place of and carry out the responsibilities of the Chairman of the
Board if the Chairman of the Board is absent or unable to act, shall provide advice and counsel to
the Chairman of the Board and assist the Chairman of the Board in providing leadership to the Board
of Directors and shall have such further powers and perform such further duties as are specified in
the Code of By-laws or as the Board of Directors may, from time to time, assign or delegate to him.
If at any time the person serving as Chairman of the Board ceases to be the Chairman of the
Board for any reason and prior to that time the Board of Directors has not appointed another member
of the Board of Directors to succeed such person as Chairman of the Board, the Vice Chairman, at
that time and without further action by the Board of Directors, shall become the Chairman of the
Board and shall serve in that capacity until he is replaced as Chairman of the Board by the Board
of Directors or ceases to be a member of the Board of Directors.
Section 4.17 Mandatory Classified Board Structure. The provisions of Indiana Code Section 23-1-33-6 (c) shall not apply to the Corporation.
ARTICLE 5.
Committees
Section 5.01 Designation; Powers. The Board of Directors may, by resolution passed by a majority of the whole board, designate
one or more committees, with each such committee to consist of one or more of the directors of the
Corporation. Any such designated committee shall have and may exercise such of the powers and
authority of the Board of Directors in the management of the business and affairs of the
Corporation as may be provided in such resolution, except that no such committee shall have the
following powers of the Board of Directors:
(1) powers in reference to amending the Articles of Incorporation;
(2) powers in reference to adopting an agreement or plan of merger of consolidation;
(3) powers in reference to proposing a special corporate transaction;
(4) powers in reference to recommending to the Shareholders a voluntary dissolution of the
Corporation or revocation of voluntary dissolution proceedings; and
(5) powers in reference to the amendment of this Code of By-laws.
Any such designated committee may authorize the seal of the Corporation to be affixed to all
papers which may require it. In addition to the above, such committee or committees shall have
such other powers and limitations of authority as may be determined from time to time by the Board
of Directors.
Section 5.02 Procedure; Meetings; Quorum. Any committee designated pursuant to Section 5.01 shall keep regular minutes of its actions
and proceedings in a book provided for that purpose and report the same to the Board of Directors
at its meeting next succeeding such action, shall fix its own rules or procedures, and shall meet
at such times and at such place or places as may be provided by such rules, or by such committee or
the Board of Directors. Should a committee fail to fix its own rules, the provisions of this Code
of By-laws, pertaining to the calling of meetings and conduct of business by the Board of
Directors, shall apply as nearly as may be possible. At every meeting of any such committee, the
presence of a majority of all the members thereof shall constitute a quorum, and the affirmative
vote of a majority of the members present shall be necessary for the adoption by it of any
resolution.
Section 5.03 Substitution and Removal of Members; Vacancies. The Board of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of such committee. The
Board of Directors shall have the power at any time to remove any member(s) of a committee and to
appoint other directors in lieu of the person(s) so removed and shall also have the power to fill
vacancies in a committee.
ARTICLE 6.
The Officers
Section 6.01 Number of Officers. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer, and
may, in addition, consist of one or more Executive Vice-Presidents, Senior Vice-Presidents,
Vice-Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or
more offices may be held by the same person except that the offices of President and Secretary
shall not be held by the same person.
Section 6.02 Qualifications of Officers. Each officer of the Corporation shall be an adult individual. The officers of the Corporation
need not be Shareholders and need not be residents of the State of Indiana or citizens of the
United States of America.
Section 6.03 Election of Officers. The officers of the Corporation shall be elected by the Board of Directors. Each officer shall
serve as such until the next ensuing annual meeting of the Board of Directors or until his
successor shall have been duly elected and shall have qualified, except as hereinafter provided.
Each officer shall be deemed to have qualified as such upon his election.
Section 6.04 Removal of Officers. Any officer of the Corporation may be removed at any time, with or without cause by the Board
of Directors.
Section 6.05 Resignation of Officers. Any officer of the Corporation may resign at any time, with or without cause, by delivering
written notice of his resignation to the Board of Directors. The resignation shall take effect at
the time specified in the written notice, or upon receipt by the Board of Directors, as the case
may be, and, unless otherwise specified in the written notice, the acceptance of the resignation
shall not be necessary to make it effective.
Section 6.06 Filling of Vacancies. Any vacancies in the offices of the Corporation because of death, adjudication of
incompetency, resignation, removal or any other cause shall be filled for the unexpired portion of
the term of that office by the Board of Directors.
Section 6.07 The President. The President shall be the Chief Executive Officer of the Corporation. He shall be responsible
for the active overall direction and administration of the affairs of the Corporation, subject,
however, to the control of the Board of Directors. In general, he shall have such powers and
perform such duties as are incident to the office of the President and Chief Executive Officer of a
business corporation and shall, in addition, have such other and further powers and perform such
other further duties as are specified in this Code of By-Laws or as the Board of Directors may,
from time to time, assign to or delegate to him.
Section 6.08 The Vice-Presidents. Each Vice-President (if one or more Vice-Presidents are elected) shall assist the Chairman of
the Board and the President in their duties and shall have such other powers and perform such other
duties as the Board of Directors, the Chairman of the Board or the President may, from time to
time, assign or delegate to him. At the request of the President, any Vice-President may, in the
case of absence or inability to act of the President, temporarily act in his place. In the case of
the death or inability to act without having designated a Vice-President to act temporarily in his
place, the Vice-President so to perform the duties of the President shall be designated by the
Board of Directors.
Section 6.09 The Secretary. The Secretary shall be the chief custodial officer of the Corporation. He shall keep or cause
to be kept, in minute books provided for the purpose, the minutes of the proceedings of the
Shareholders and the Board of Directors. He shall see that all notices are duly given in accordance
with the provisions of this Code of By-laws and as required by law. He shall be custodian of the
minute books, archives, records and the seal of the Corporation and see that the seal is affixed to
all documents, the execution of which on behalf of the Corporation under its seal is duly
authorized by the Shareholders, the Board of Directors, the Chairman of the Board or the President
or as required by law. In general, he shall have such powers and perform such duties as are
incident to the office of Secretary of a business corporation and shall, in addition, have such
further powers and perform such further duties as are specified in this Code of By-laws or as the
Board of Directors, the Chairman of the Board, or the President may, from time to time, assign or
delegate to him.
Section 6.10 The Assistant Secretaries. Each Assistant Secretary (if one or more Assistant Secretaries are elected) shall assist the
Secretary in his duties, and shall have such other powers and perform such other duties as the
Board of Directors, the Chairman of the Board, the President or the Secretary may, from time to
time, assign or delegate to him. At the request of the Secretary, any Assistant Secretary may, in
the case of the absence or inability to act of the Secretary, temporarily act in his place. In the
case of the death or resignation of the Secretary, or in the case of his absence or inability to
act without having designated an Assistant Secretary to act temporarily in his place, the
Assistant Secretary so to perform the duties of the Secretary shall be designated by the President.
Section 6.11 The Treasurer. The Treasurer shall have such powers and perform such duties as are incident to the office of
Treasurer of a business corporation and have such further powers and perform such further duties as
the Board of Directors, the Chairman of the Board, the President or the Vice-President — Finance,
may, from time to time, assign or delegate to him. In the absence of the Vice-President — Finance,
the Treasurer shall be the Chief Financial Officer of the Corporation.
Section 6.12 The Assistant Treasurers. Each Assistant Treasurer (if one or more Assistant Treasurers are elected) shall assist the
Treasurer in his duties, and shall have such other powers and perform such other duties as the
Board of Directors, the Chairman of the Board, the President or the Treasurer may, from time to
time, assign or delegate to him. At the request of the Treasurer, any Assistant Treasurer may, in
the case of the absence or inability to act of the Treasurer, temporarily act in his place. In the
case of the death or resignation of the Treasurer, or in the case of his inability to act without
having designated an Assistant Treasurer to act temporarily in his place, the Assistant Treasurer
so to perform the duties of the Treasurer shall be designated by the President.
Section 6.13 Function of Offices. The offices of the Corporation are established in order to facilitate the day to day
administration of the affairs of the Corporation in the ordinary course of its business and to
provide an organization capable of executing and carrying out the decisions and directions of the
Board of Directors. The officers of the Corporation shall have such powers and perform such duties
as may be necessary or desirable to conduct and effect all transactions in the ordinary course of
the business of the Corporation without further authorization by the Board of Directors and such
further powers as are granted by this Code of By-laws or are otherwise granted by the Board of
Directors.
ARTICLE 7.
Indemnification
Section 7.01 Definitions. As used in this Article 7:
(a) “expenses” includes all direct and indirect costs of any type or nature whatsoever
(including, without limitation, all attorneys’ fees and related disbursements and other
out-of-pocket costs) actually and reasonably incurred by an Eligible Person (as hereinafter
defined) in connection with the investigation, defense, settlement or appeal of a proceeding or
establishing or enforcing a right to indemnification or advancement of expenses under this Article;
provided,
however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties
or amounts paid in settlement of a proceeding.
(b) “proceeding” includes, without limitation, any threatened, pending, or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or
any other proceeding, whether civil, criminal, administrative, or investigative and whether formal
or informal, whether by a third party or by or in the right of the Corporation, by reason of the
fact that an Eligible Person is or was a director, officer or employee of the Corporation or, while
a director, officer or employee of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, member, manager, trustee, employee, fiduciary or agent
of another domestic or foreign corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise, or an affiliate of the Corporation, whether for
profit or not.
Section 7.02 Indemnity. The Corporation shall indemnify any person who is or was a director, officer or employee of
the Corporation (“Eligible Person”) in accordance with the provisions of this Section 7.02 if the
Eligible Person is a party to or threatened to be made a party to any proceeding against all
expenses, judgments, fines (including any excise tax or penalty assessed with respect to any
employee benefit plan) and amounts paid in settlement actually and reasonably incurred by the
Eligible Person in connection with such proceeding, but only (a) if the Eligible Person acted in
good faith, and (b) (i) in the case of conduct in the Eligible Person’s official capacity with the
Corporation, if the Eligible Person acted in a manner which the Eligible Person reasonably believed
to be in the best interests of the Corporation, or (ii) in the case of conduct other than in the
Eligible Person’s official capacity with the Corporation, if the Eligible Person acted in a manner
which the Eligible Person reasonably believed was at least not opposed to the best interests of the
Corporation, and (c) in the case of a criminal proceeding, the Eligible Person had reasonable cause
to believe that the Eligible Person’s conduct was lawful or had no reasonable cause to believe that
the Eligible Person’s conduct was unlawful, and (d) if required by the Act, the Corporation makes a
determination that indemnification of the Eligible Person is permissible because the Eligible
Person has met the standard of conduct as set forth in the Act.
Section 7.03 Indemnification of Expenses of Successful Party. Notwithstanding any other provisions of this Article, to the extent that the Eligible Person
has been wholly successful, on the merits or otherwise, in the defense of any proceeding or in
defense of any claim, issue or matter therein, including the dismissal of an action without
prejudice, the Corporation shall indemnify the Eligible Person against all expenses incurred in
connection therewith.
Section 7.04 Additional Indemnification. Notwithstanding any limitation in Sections 7.02 or 7.03, the Corporation shall indemnify the
Eligible Person to the full extent authorized or permitted by any amendments to or
replacements of the Act adopted after the date of adoption of this Article that increase the
extent to which a corporation may indemnify its Eligible Persons if the Eligible Person is a party
to or threatened to be made a party to any proceeding against all expenses, judgments, fines
(including any excise tax or penalty assessed with respect to any employee benefit plan) and
amounts paid in settlement actually and reasonably incurred by the Eligible Person in connection
with such proceeding.
Section 7.05 Exclusions. Notwithstanding any provision in this Article 7, the Corporation shall not be obligated under
this Article to make any indemnity or advance expenses in connection with any claim made against
the Eligible Person:
(a) for which payment has actually been made to or on behalf of the Eligible Person under any
insurance policy or other indemnity provision, except with respect to any excess beyond the amount
paid under such insurance or other indemnity provision;
(b) if a court having jurisdiction in the matter shall finally determine that an Eligible
Person derived an improper personal benefit from any transaction;
(c) if a court having jurisdiction in the matter shall finally determine that an Eligible
Person is liable for disgorgement of profits resulting from the purchase and sale or sale and
purchase by the Eligible Person of securities of the Corporation in violation of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal,
state or local statutory law or common law;
(d) if a court having jurisdiction in the matter shall finally determine that such
indemnification is not lawful under any applicable statute or public policy (in this respect, if
applicable, both the Corporation and the Eligible Person have been advised that the Securities and
Exchange Commission takes the position that indemnification for liabilities arising under the
federal securities laws is against public policy and is, therefore, unenforceable and that claims
for indemnification should be submitted to appropriate courts for adjudication); or
(e) in connection with any proceeding (or part thereof) initiated by the Eligible Person
against the Corporation or its directors, officers or employees, unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors
of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole
discretion, pursuant to the powers vested in the Corporation under applicable law, or (iv) the
proceeding is initiated pursuant to Section 7.08 hereof and the Eligible Person is successful in
whole or in part in such proceeding.
Section 7.06 Advancement of Expenses. The expenses incurred by the Eligible Person in any proceeding shall be paid promptly by the
Corporation upon demand and in advance of final disposition of the proceeding at the written
request of the Eligible Person, if (a) the Eligible Person furnishes the Corporation with a
written affirmation of the Eligible Person’s good faith belief that the Eligible Person has
met the standard of conduct required by the Act or this Article, (b) the Eligible Person furnishes
the Corporation with a written undertaking to repay such advance to the extent that it is
ultimately determined that the Eligible Person did not meet the standard of conduct that would
entitle the Eligible Person to indemnification, and (c) if required by the Act, the Corporation
makes a determination that the facts known to those making the determination would not preclude
indemnification under the Act. Such advances shall be made without regard to the Eligible Person’s
ability to repay such expenses.
Section 7.07 Notification and Defense of Claim. To obtain indemnification under this Article, as soon as practicable after receipt by the
Eligible Person of notice of the commencement of any proceeding, the Eligible Person shall, if a
claim in respect thereof is to be made against the Corporation under this Article, notify the
Corporation of the commencement thereof; provided, however, that the omission so to notify the
Corporation will not relieve the Corporation from any liability which it may have to the Eligible
Person otherwise than under this Article. With respect to any such proceeding as to which the
Eligible Person notifies the Corporation of the commencement thereof:
(a) The Corporation will be entitled to participate therein at its own expense.
(b) Except as otherwise provided below, the Corporation may, at its option and jointly with
any other indemnifying party similarly notified and electing to assume such defense, assume the
defense thereof, with legal counsel reasonably satisfactory to the Eligible Person. The Eligible
Person shall have the right to employ separate counsel in such proceeding, but the Corporation
shall not be liable to the Eligible Person under this Article, including Section 7.06 hereof, for
the fees and expenses of such counsel incurred after notice from the Corporation of its assumption
of the defense, unless (i) the Eligible Person reasonably concludes that there may be a conflict of
interest between the Corporation and the Eligible Person in the conduct of the defense of such
proceeding or (ii) the Corporation does not employ counsel to assume the defense of such
proceeding. The Corporation shall not be entitled to assume the defense of any proceeding brought
by the Corporation or as to which the Eligible Person shall have made the conclusion provided for
in (i) above.
(c) If two or more persons who may be entitled to indemnification from the Corporation,
including the Eligible Person, are parties to any proceeding, the Corporation may require the
Eligible Person to engage the same legal counsel as the other parties. The Eligible Person shall
have the right to employ separate legal counsel in such proceeding, but the Corporation shall not
be liable to the Eligible Person under this Article, including Section 7.06 hereof, for the fees
and expenses of such counsel incurred after notice from the Corporation of the requirement to
engage the same counsel as other parties, unless the Eligible Person reasonably concludes that
there may be a conflict of interest between the Eligible Person and any of the other parties
required by the Corporation to be represented by the same legal counsel.
(d) The Corporation shall not be liable to indemnify the Eligible Person under this Article
for any amounts paid in settlement of any proceeding effected without its written consent
in advance which consent shall not be unreasonably withheld. The Corporation shall be
permitted to settle any proceeding the defense of which it assumes, except the Corporation shall
not settle any action or claim in any manner which would impose any penalty or limitation on the
Eligible Person without the Eligible Person’s written consent, which consent shall not be
unreasonably withheld.
Section 7.08 Enforcement. Any right to indemnification or advances granted by this Article to the Eligible Person shall
be enforceable by or on behalf of the Eligible Person in any court of competent jurisdiction if (i)
the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of
such claim is made within 90 days of a written request therefor. The Eligible Person, in such
enforcement action, if successful in whole or in part, shall be entitled to be paid also the
expense of prosecuting the claim. Neither the failure of the Corporation (including its Board of
Directors or its shareholders) to make a determination prior to the commencement of such
enforcement action that indemnification of the Eligible Person is proper in the circumstances, nor
an actual determination by the Corporation (including its Board of Directors or its shareholders)
that such indemnification is improper, shall be a defense to the action or create a presumption
that the Eligible Person is not entitled to indemnification under this Article or otherwise. The
termination of any proceeding by judgment, order of court, settlement, conviction or upon a plea of
nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Eligible
Person is not entitled to indemnification under this Article or otherwise.
Section 7.09 Partial Indemnification. If the Eligible Person is entitled under any provisions of this Article to indemnification by
the Corporation for some or a portion of the expenses, judgments, fines (including any excise tax
or penalty assessed with respect to any employee benefit plan) and amounts paid in settlement
actually and reasonably incurred by the Eligible Person in the investigation, defense, appeal or
settlement of any proceeding but not, however, for the total amount thereof, the Corporation shall
indemnify the Eligible Person for the portion of such expenses, judgments, fines (including any
excise tax or penalty assessed with respect to any employee benefit plan) and amounts paid in
settlement to which the Eligible Person is entitled.
Section 7.10 Nonexclusivity; Survival; Successors and Assigns. The indemnification and advance payment of expenses as provided by this Article shall not be
deemed exclusive of any other rights to which the Eligible Person may be entitled under the
Corporation’s articles of incorporation or any agreement, any vote of shareholders or directors,
the Act, or otherwise, both as to action in the Eligible Person’s official capacity and as to
action in another capacity. The right of the Eligible Person to indemnification under this Article
shall vest at the time of occurrence or performance of any event, act or omission or any alleged
event, act or omission giving rise to any action, suit or proceeding and, once vested, shall
survive any actual or purported amendment, restatement or repeal of this Article by the Corporation
or its successors or assigns whether by operation of law or otherwise and shall
survive termination of the Eligible Person’s services to the Corporation and shall inure to
the benefit of the heirs, personal representatives and estate of the Eligible Person.
Section 7.11 Severability. If this Article or any portion thereof is invalidated on any ground by any court of competent
jurisdiction, the Corporation shall indemnify the Eligible Person as to expenses, judgments, fines
(including any excise tax or penalty assessed with respect to any employee benefit plan) and
amounts paid in settlement with respect to any proceeding to the full extent permitted by any
applicable portion of this Article that is not invalidated or by any other applicable law.
Section 7.12 Subrogation. In the event of payment under this Article, the Corporation shall be subrogated to the extent
of such payment to all of the rights of recovery of the Eligible Person, who shall as a condition
of receiving indemnification hereunder execute all documents required and shall do all acts
necessary or desirable to secure such rights and to enable the Corporation effectively to bring
suit to enforce such rights.
ARTICLE 8.
Miscellaneous Matters
Section 8.01 Fiscal Year. The fiscal year of the Corporation shall end at midnight on September 30 of each calendar
year.
Section 8.02 Negotiable Instruments. All checks, drafts, bills of exchange and orders for the payment of money may, unless
otherwise directed by the Board of Directors, or unless otherwise required by law, be executed in
its name by the President, a Vice-President, the Treasurer or an Assistant Treasurer, singly and
without necessity of countersignature. The Board of Directors may, however, authorize any other
officer or employee of the Corporation to sign checks, drafts and orders for the payment of money,
singly and without necessity of countersignature.
Section 8.03 Notes and Obligations. All notes and obligations of the Corporation for the payment of money other than those to
which reference is made in Section 8.02 of this Code of By-laws, may, unless otherwise directed by
the Board of Directors, or unless otherwise required by law, be executed in its name by the
President, a Vice President, or the Treasurer, singly and without necessity of either attestation
or affixation of the corporate seal by the Secretary or an Assistant Secretary.
Section 8.04 Deeds and Contracts. All deeds and mortgages made by the Corporation and all other written contracts and agreements
to which the Corporation shall be a party may, unless otherwise directed by the Board of Directors,
or unless otherwise required by law, be executed in its name by the President or a Vice-President
singly and without necessity of either attestation or affixation of the corporate seal by the
Secretary or an Assistant Secretary.
Section 8.05 Endorsement of Stock Certificates. Any certificate for shares of stock issued by any corporation and owned by the Corporation
(including Common Stock held by the Corporation as treasury stock) may, unless otherwise required
by law, be endorsed for sale or transfer by the President or a Vice-President, and attested by the
Secretary or an Assistant Secretary; the Secretary or an Assistant Secretary, when necessary or
required, may affix the corporate seal to the certificate.
Section 8.06 Voting of Stock. Any shares of stock issued by any other corporation and owned by the Corporation may be voted
at any shareholders’ meeting of the other corporation by the President, if he is present, or in his
absence by a Vice-President. Whenever, in the judgment of the President, it is desirable for the
Corporation to execute a proxy or to give a shareholders’ consent with respect to any shares of
stock issued by any other corporation and owned by the Corporation, the proxy or consent may be
executed in the name of the Corporation by the President or a Vice-President singly and without
necessity of either attestation or affixation of the corporate seal by the Secretary or an
Assistant Secretary. Any person or persons designated in the manner above stated as the proxy or
proxies of the Corporation shall have full right, power and authority to vote the share or shares
of stock issued by the other corporation and owned by the Corporation the same as the share might
be voted by the Corporation.
Section 8.07 Corporate Seal. The corporate seal of the Corporation shall be circular in form and mounted on a metal die,
suitable for impressing the same on paper. About the upper periphery of the seal shall appear the
words “Hillenbrand, Inc.,” and about the lower periphery of the seal shall appear the word
“Indiana.” In the center of the seal shall appear the words “Corporate Seal.” No instrument
executed by any of the officers of the Corporation shall be invalid or ineffective in any respect
by reason of the fact that the corporate seal has not been affixed to it.