{"id":41662,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/regulations-bylaws-keycorp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"regulations-bylaws-keycorp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/regulations-bylaws-keycorp.html","title":{"rendered":"Regulations (Bylaws) – KeyCorp"},"content":{"rendered":"

AMENDED AND RESTATED<\/strong><\/p>\n

\n

REGULATIONS<\/strong><\/p>\n

\n

OF<\/strong><\/p>\n

\n

KEYCORP<\/strong><\/p>\n

\n

(Effective May 19, 2011)<\/p>\n

\n

ARTICLE I<\/p>\n

\n

SHAREHOLDERS<\/p>\n

\n

Section 1. Place of Meeting. All meetings of the shareholders of the
\nCorporation shall be held at the office of the Corporation or at such other
\nplaces, within or without the State of Ohio, and\/or in by part means of
\ncommunications equipment in the manner provided for in Section 9 of this Article
\nI, as may from time to time be determined by the Board of Directors, the
\nChairperson of the Board, or the President and specified in the notice of such
\nmeeting.<\/p>\n<\/p>\n

Section 2. Annual Meetings. The annual meeting of the shareholders of the
\nCorporation for the election of directors, the consideration of reports to be
\nlaid before such meeting, and the transaction of such other business as may
\nproperly come before the meeting shall be held (i) on the third Wednesday in May
\nin each year, if not a legal holiday under the laws of the place where the
\nmeeting is to be held, and, if a legal holiday, then on the next succeeding day
\nnot a legal holiday under the laws of such place, or (ii) on such other date and
\nat such hour as may from time to time be determined by the Board of Directors,
\nthe Chairperson of the Board, or the President.<\/p>\n<\/p>\n

Section 3. Special Meetings. Subject to the rights of the holders of any
\nclass or series of preferred stock of the Corporation, special meetings of the
\nshareholders for any purpose or purposes may be called only by (i) the
\nChairperson of the Board, (ii) the President, or, in the case of the President153s
\nabsence, death, or disability, the vice president authorized to exercise the
\nauthority of the President, (iii) the Board of Directors by action at a meeting
\nor a majority of the Board of Directors acting without a meeting, or (iv)
\npersons holding 25% of all shares outstanding and entitled to vote at the
\nspecial meeting.<\/p>\n<\/p>\n

Upon request in writing delivered either in person or by registered mail to
\nthe Chairperson of the Board, the President, or the Secretary by any persons
\nentitled to call a meeting of shareholders, such officer shall forthwith cause
\nto be given to the shareholders entitled thereto notice of a meeting to be held
\non a date not less than ten nor more than 60 days after the receipt of such
\nrequest, as such officer may fix. If such notice is not given within 30 days
\nafter the delivery or mailing of such request, the persons calling the meeting
\nmay fix the time of the meeting and give notice thereof in the manner provided
\nby law or as provided in these Regulations, or cause such notice to be given by
\nany designated representative.<\/p>\n<\/p>\n

Section 4. Notice of Meetings.<\/p>\n<\/p>\n

(a) Written notice of each meeting of the shareholders, whether annual or
\nspecial, shall be given, either by personal delivery, mail, overnight delivery
\nservice, or any other means of communication authorized by the shareholder to
\nwhom the notice is given, not less than seven nor more than 60 days before the
\ndate of the meeting to every shareholder of record entitled to notice of the
\nmeeting, by or at the direction of the Chairperson of the Board, the President
\nor the Secretary or any other person or persons required or permitted by these
\nRegulations to give such notice. Each such notice shall state (i) the date and
\nhour, (ii) the place of the meeting, (iii) the means, if any, other than by
\nphysical presence, by which shareholders can be present and vote at the meeting
\nthrough the use of communications equipment, and (iv) the purpose or purposes
\nfor which the meeting is called.<\/p>\n<\/p>\n

(b) If mailed or sent by overnight delivery service, such notice shall be
\ndeemed given when deposited in the United States mail or with the overnight
\ndelivery service, as the case may be, postage or other shipping charges prepaid,
\nand directed to the shareholder at such shareholder153s address as it appears on
\nthe records of the Corporation. If sent by another means of communication
\nauthorized by the shareholder, such notice shall be deemed to be given when sent
\nto the address furnished by the shareholder for those transmissions.<\/p>\n<\/p>\n

(c) Notice of adjournment of a meeting of shareholders need not be given if
\nthe time and place to which it is adjourned, and the means, if any, other than
\nby physical presence, by which shareholders can be present and vote at the
\nmeeting through the use of communications equipment are fixed and announced at
\nthe meeting.<\/p>\n<\/p>\n

\n

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(d) Any authorization by a shareholder to send notices given pursuant to
\nthese Regulations by any means other than in person or by mail or overnight
\ndelivery service is revocable by written notice to the Corporation either by
\npersonal delivery or by mail, overnight delivery service, or any other means of
\ncommunication authorized by the Corporation. If sent by another means of
\ncommunication authorized by the Corporation, the notice shall be sent to the
\naddress furnished by the Corporation for those transmissions. Any authorization
\nby a shareholder to send notices given pursuant to these Regulations by any
\nmeans other than in person or by mail or overnight delivery service will be
\ndeemed to have been revoked by the shareholder if (i) the Corporation has
\nattempted to make delivery of two consecutive notices in accordance with that
\nauthorization, and (ii) the Secretary or an Assistant Secretary of the
\nCorporation, or other person responsible for giving of notice, has received
\nnotice that, or otherwise believes that, delivery has not occurred. However, an
\ninadvertent failure to treat the inability to deliver notice as a revocation
\nwill not invalidate any meeting of shareholders or other action.<\/p>\n

Section 5. Quorum. Except as otherwise required by law or by the Articles of
\nIncorporation, the presence of holders of shares entitled to exercise not less
\nthan a majority of the voting power of the Corporation at the meeting in person,
\nby proxy, or by the use of communications equipment shall constitute a quorum
\nfor the transaction of business at any meeting of the shareholders; provided,
\nhowever, that no action required by law, the Articles of Incorporation, or these
\nRegulations to be authorized or taken by the holders of a designated proportion
\nof the shares of any particular class or of each class of the Corporation may be
\nauthorized or taken by a lesser proportion.<\/p>\n

Section 6. Proxies. Proxies may be used in conformity with Ohio law.<\/p>\n

Section 7. Adjournments. The holders of a majority of the voting shares
\nrepresented at a meeting, whether or not a quorum is present, may adjourn such
\nmeeting from time to time.<\/p>\n

Section 8. Advance Notice of Shareholder Proposals. At any annual meeting of
\nshareholders, proposals by shareholders and nominations for election as
\ndirectors by shareholders shall only be considered if advance notice thereof has
\nbeen timely given as provided in this Section 8 in the case of proposals by
\nshareholders, and as provided in Section 2(b) of Article II in the case of
\nnominations for election as directors by shareholders, and such proposals or
\nnominations are otherwise proper for consideration under applicable law and the
\nArticles of Incorporation of the Corporation. Notice of any proposal to be
\npresented by any shareholder shall be given in writing to the Secretary of the
\nCorporation, delivered to or mailed and received at the Corporation153s principal
\nexecutive offices, not less than 60 nor more than 90 days prior to the
\nshareholders153 meeting; provided, however, that in the event that less than 75
\ndays153 notice to the shareholders or prior public disclosure of the date of the
\nmeeting is given or made, the written notice of such shareholder153s intent to
\nmake such proposal must be given to the Secretary not later than the close of
\nbusiness on the fifteenth day following the earlier of the day on which such
\nnotice of the date of the meeting was mailed or such public disclosure was made.
\nAny shareholder who gives notice of any such proposal shall deliver therewith
\nthe text of the proposal to be presented and a brief written statement of the
\nreasons why such shareholder favors the proposal and setting forth such
\nshareholder153s name and record address, the number and class of all shares of
\neach class of stock of the Corporation beneficially owned (within the meaning of
\nRule 13d-3 promulgated under the Securities Exchange Act of 1934) by such
\nshareholder and any material interest of such shareholder in the proposal (other
\nthan as a shareholder). The person presiding at the meeting, in addition to
\nmaking any other determinations that may be appropriate to the conduct of the
\nmeeting, shall determine whether such notice under this Section 8 or under
\nSection 2(b) of Article II, as applicable, has been duly given and shall direct
\nthat proposals and nominees not be considered if such notice (together with all
\nrequired information to be submitted by such shareholder under this Section 8 or
\nunder Section 2(b) of Article II, as applicable) has not been given. No
\nproposals by shareholders or nominations for election as director shall be
\nconsidered at any special meeting of shareholders unless such special meeting
\nwas called for the purpose of considering such proposal or nomination. If,
\npursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934
\n(including as such Rule 14a-8 may be from time to time amended or any rule
\npromulgated in place thereof or covering the same subject matter; collectively
\nbeing herein referred to as “Rule 14a-8”) the Corporation is required to set
\nforth a proposal of a shareholder in its proxy statement, the provisions of Rule
\n14a-8, to the extent applicable, shall prevail over any conflicting provisions
\nof this Section 8 with respect to that shareholder proposal.<\/p>\n

Section 9. Participation in Meeting by Means of Communications Equipment. The
\nBoard of Directors may authorize shareholders and proxyholders who are not
\nphysically present at a meeting of shareholders to participate by use of
\ncommunications equipment that permits the shareholder or proxyholder the
\nopportunity to participate in the meeting and to vote on matters submitted to
\nthe shareholders, including an opportunity to read or hear the proceedings of
\nthe meeting and to speak or otherwise participate in the proceedings
\ncontemporaneously with those physically present. Any shareholder using
\ncommunications equipment will be deemed present in person at the meeting. The
\nBoard of Directors may adopt guidelines and procedures for the use of
\ncommunications equipment in connection with a meeting of shareholders to permit
\nthe Corporation to verify that a person is a shareholder or proxyholder and to
\nmaintain a record of any vote or other action.<\/p>\n

\n

ARTICLE II<\/p>\n

BOARD OF DIRECTORS<\/p>\n

Section 1. Number and Terms of Office. As of the conclusion of the 2008
\nannual meeting of shareholders of the Corporation, the Board of Directors shall
\nconsist of 12 members. At the 2009 annual meeting of shareholders of the
\nCorporation, the successors of the directors whose terms expire at that meeting
\nshall be elected for a term expiring at the 2010 annual meeting of shareholders
\n(which number of directors shall be approximately one-third of the total number
\nof directors of the Corporation); at the 2010 annual meeting of shareholders,
\nthe successors of the directors whose terms expire at that meeting shall be
\nelected for a term expiring at the 2011 annual meeting (which number of
\ndirectors shall be approximately two-thirds of the total number of directors of
\nthe Corporation); and at each annual meeting of shareholders thereafter all
\ndirectors shall be elected for terms expiring at the next annual meeting of
\nshareholders. In each instance directors shall hold office until their
\nsuccessors are chosen and qualified, or until the earlier death, retirement,
\nresignation, or removal of any such director as provided in Section 11 of this
\nArticle II. The Board of Directors or the shareholders may from time to time fix
\nor change the size of the Board of Directors to a total number of no fewer than
\n12 and no more than 16 directors (the size of the Board as from time to time so
\nestablished being herein referred to as the “entire authorized Board”). The
\nBoard of Directors may, subject to the limitation contained in the immediately
\npreceding sentence regarding the number of directors, fix or change the number
\nof directors by the affirmative vote of a majority of the entire authorized
\nBoard. The shareholders may, subject to the limitation contained in the fourth
\nsentence of this paragraph regarding the number of directors, fix or change the
\nnumber of directors at a meeting of the shareholders called for the purpose of
\nelecting directors at which a quorum is present, by the affirmative vote of the
\nmajority of the shares that are represented at the meeting and entitled to vote
\non the proposal. No reduction in the number of directors shall of itself have
\nthe effect of shortening the term of any incumbent director. In the event that
\nthe Board of Directors increases the number of directors, it may fill the
\nvacancy or vacancies created by the increase in the number of directors for the
\nrespective unexpired terms in accordance with the provisions of Section 12 of
\nthis Article II. In the event the shareholders increase the number of directors
\nand fail to fill the vacancy or vacancies created thereby, the Board of
\nDirectors may fill such vacancy or vacancies for the respective unexpired terms
\nin accordance with the provisions of Section 12 of this Article II.<\/p>\n

The number of directors may not be fixed or changed by the shareholders or
\ndirectors, except (i) by amending these regulations in accordance with
\nprovisions of Article X of these Regulations, (ii) pursuant to an agreement of
\nmerger or consolidation approved by two-thirds of the members of the entire
\nauthorized Board of Directors and adopted by the shareholders at a meeting held
\nfor such purpose by the affirmative vote of the holders of shares entitling them
\nto exercise a majority of the voting power of the Corporation on such proposal,
\nor (iii) as provided in the immediately preceding paragraph of this Section 1 or
\nin the next following paragraph.<\/p>\n

The foregoing provisions of this Section 1 are subject to the automatic
\nincrease by two in the authorized number of directors and the right of the
\nholders of any class or series of preferred stock of the Corporation to elect
\ntwo directors of the Corporation during any time when dividends payable on such
\nshares are in arrears, all as set forth in the Articles of Incorporation and\/or
\nthe express terms of the preferred stock of the Corporation.<\/p>\n

Section 2. Nominations. Only persons who are nominated in accordance with the
\nfollowing procedures shall be eligible for election as directors. Subject to the
\nrights of the holders of any class or series of preferred stock of the
\nCorporation, nominations for the election of directors may be made only:<\/p>\n

(a) by the affirmative vote of a majority of the directors then in office,
\nand<\/p>\n

(b) by any shareholder of the Corporation entitled to vote for the election
\nof directors at a meeting, but only if written notice of such shareholder153s
\nintent to make such nomination is given to the Secretary of the Corporation,
\ndelivered to or mailed and received at the Corporation153s principal executive
\noffices, not less than 60 nor more than 90 days prior to the meeting; provided,
\nhowever, that in the event that less than 75 days153 notice to the shareholders or
\nprior public disclosure of the date of the meeting is given or made, the written
\nnotice of such shareholder153s intent to make such nomination must be given to the
\nSecretary not later than the close of business on the fifteenth day following
\nthe earlier of the day on which such notice of the date of the meeting was
\nmailed or such public disclosure was made. Each such notice of a shareholder153s
\nintent to make a nomination shall set forth: (A) as to each person who is not an
\nincumbent director when the shareholder proposes to nominate such person for
\nelection as a director, (1) the name, age, business, and residence address of
\nsuch person, (2) the principal occupation or employment of such person for the
\nlast<\/p>\n

\n

five years, (3) the class and number of shares of capital stock of the
\nCorporation which are beneficially owned by such person, (4) all positions of
\nsuch person as a director, officer, partner, employee, or controlling
\nshareholder of any corporation or other business entity, (5) any prior position
\nas a director, officer, or employee of a depository institution or any company
\ncontrolling a depository institution, (6) any other information regarding such
\nperson that would be required pursuant to paragraphs (a), (e), and (f) of Item
\n401 of Regulation S-K adopted by the Securities and Exchange Commission (or the
\ncorresponding provisions of any regulations subsequently adopted by the
\nSecurities and Exchange Commission applicable to the Corporation) to be included
\nin a proxy statement filed pursuant to the proxy rules of the Securities and
\nExchange Commission had such person been nominated, or intended to be nominated,
\nby the Board of Directors, and (7) the written consent of each nominee to serve
\nas a director of the Corporation if so elected, and (B) as to the shareholder
\ngiving the notice, (1) the name and record address of such shareholder, (2) a
\nrepresentation that the shareholder is a holder of record of shares of the
\nCorporation entitled to vote at such meeting and intends to appear in person or
\nby proxy at the meeting to nominate the person or persons specified in the
\nnotice, (3) a description of all arrangements or understandings between the
\nshareholder and each nominee and any other person or persons (naming such person
\nor persons) pursuant to which the nomination or nominations are to be made by
\nthe shareholder, and (4) the class and number of shares of capital stock of the
\nCorporation which are beneficially owned (within the meaning of Rule 13d-3
\npromulgated under the Securities Exchange Act of 1934, as amended) by such
\nshareholder.<\/p>\n

No person shall be eligible for election as a director unless nominated in
\ncompliance with the provisions of this Section 2.<\/p>\n

Section 3. Quorum, Adjournments, and Manner of Acting. Except as otherwise
\nrequired by law, the Articles of Incorporation of the Corporation, or these
\nRegulations, a majority of the entire authorized Board of Directors shall
\nconstitute a quorum for the transaction of business at any meeting of the Board.
\nExcept as otherwise required by law, the Articles of Incorporation of the
\nCorporation, or these Regulations, the affirmative vote of a majority of the
\ndirectors present at any meeting at which a quorum is present shall be the act
\nof the Board. In the absence of a quorum, a majority of the directors present at
\na meeting duly held may adjourn the meeting to another time and place. At any
\nadjourned meeting at which a quorum is present, any business may be transacted
\nwhich might have been transacted at the originally called meeting.<\/p>\n

Notwithstanding any contrary provisions of these Regulations, the affirmative
\nvote of at least two-thirds of the entire authorized Board of Directors shall be
\nrequired for the approval or recommendation of any of the following
\ntransactions: (a) any merger or consolidation of the Corporation (i) with any
\ninterested shareholder, as such term is defined in Chapter 1704 of the Ohio
\nGeneral Corporation Law, or (ii) with any other corporation (which term, as used
\nin this paragraph, includes, in addition to a corporation, a limited liability
\ncompany, partnership, business trust or other entity) if the merger or
\nconsolidation is caused by any interested shareholder, (b) any transaction as a
\nresult of which any person or entity will become an interested shareholder, (c)
\nany merger or consolidation involving the Corporation with or into any other
\ncorporation if such other corporation, taken on a consolidated basis with its
\n“parent”, if any, and its and its parent153s “subsidiaries” (as both terms are
\ndefined by Rule 12b-2 under the Securities Exchange Act of 1934, as amended),
\nhas assets having an aggregate book value equal to 50% or more of the aggregate
\nbook value of all the assets of the Corporation determined on a consolidated
\nbasis, (d) any liquidation or dissolution of the Corporation, (e) any sale,
\nlease, exchange, mortgage, pledge, transfer, or other disposition (in one
\ntransaction or a series of transactions) to or with an interested shareholder of
\nassets of the Corporation which assets have an aggregate book value equal to 10%
\nor more of the aggregate book value of all the assets of the Corporation
\ndetermined on a consolidated basis, (f) any sale, lease, exchange, mortgage,
\npledge, transfer, or other disposition (in one transaction or a series of
\ntransactions) to or with any person or entity of assets of the Corporation which
\nassets have an aggregate book value equal to 25% or more of the aggregate book
\nvalue of all the assets of the Corporation determined on a consolidated basis,
\n(g) any transaction which results in the issuance or transfer by the Corporation
\nto any person or entity of voting stock of the Corporation in an amount greater
\nthan 15% of the outstanding voting stock of the Corporation before giving effect
\nto the issuance or transfer, (h) any transaction involving the Corporation which
\nhas the effect, directly or indirectly, of increasing the proportionate share of
\nthe stock or securities of any class or series of the Corporation which is owned
\nby an interested shareholder, and (i) any transaction which results in the
\nreceipt by an interested shareholder, other than proportionately as a
\nshareholder of the Corporation, of the benefit, directly or indirectly, of any
\nloans, advances, guarantees, pledges, or other financial benefits provided
\nthrough the Corporation.<\/p>\n

Section 4. Place of Meeting. The Board of Directors may hold its meetings at
\nsuch place or places, if any, within or without the State of Ohio as the Board
\nmay from time to time determine or as shall be specified or fixed in the
\nrespective notice or waivers of notices thereof.<\/p>\n

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall
\nbe held at such places, if any, and<\/p>\n

\n

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times as the Board shall from time to time determine.<\/p>\n

Section 6. Special Meetings. Special meetings of the Board of Directors shall
\nbe held whenever called by the Chairperson of the Board or the President or by a
\nmajority of the directors then in office.<\/p>\n

Section 7. Notice of Meetings.<\/p>\n

(a) Notice of regular meetings of the Board of Directors or of any adjourned
\nmeeting thereof need not be given.<\/p>\n

(b) Notice of each special meeting of the Board shall be given to each
\ndirector personally or by telephone, not later than the day before the meeting
\nis to be held, or sent by telegraph, telex, facsimile, or other means of
\ncommunication authorized by such director for this purpose, at least 2 days
\nbefore the day on which the meeting is to be held. Notice need not be given to
\nany director who shall, either before or after the meeting, submit a waiver of
\nsuch notice, signed or otherwise authenticated by such director, or who shall
\nattend such meeting without protesting prior to or at its commencement, the lack
\nof notice to such director. Every notice shall state the time, place, if any,
\nand means by which directors may participate in the meeting through the use of
\ncommunications equipment, but need not state the purpose of the meeting.<\/p>\n

Section 8. Participation in Meeting by Means of Communications Equipment. Any
\none or more members of the Board of Directors or any committee thereof may
\nparticipate in any meeting of the Board or of any such committee through the use
\nof communications equipment to the extent allowed by Ohio law.<\/p>\n

Section 9. Action Without Meeting. Any action required or permitted to be
\ntaken at any meeting of the Board of Directors or any committee thereof may be
\nauthorized or taken without a meeting with the affirmative vote or approval of,
\nand in a writing or writings signed by, all the directors or all the committee
\nmembers, which writing or writings shall be filed with or entered upon the
\nrecords of the Corporation. A telegram, cablegram, electronic mail, or an
\nelectronic or other transmission capable of authentication that appears to have
\nbeen sent by a director or committee member is a signed writing for purposes of
\nthis Section 9. The date on which that telegram, cablegram, electronic mail, or
\nan electronic or other transmission is sent is the date on which the writing
\nshall be deemed to have been signed.<\/p>\n

Section 10. Resignations. Any director of the Corporation may resign at any
\ntime by oral statement to that effect made at a meeting of the Board of
\nDirectors or any committee thereof or by giving written notice to the Board of
\nDirectors, the Chairperson of the Board, the President, or the Secretary of the
\nCorporation. Such resignation shall take effect at the date of receipt of such
\nnotice or at any later date specified therein and, unless otherwise specified
\ntherein, the acceptance of such resignation shall not be necessary to make it
\neffective.<\/p>\n

Section 11. Removal of Directors.<\/p>\n

(a) The Board of Directors may remove any director and thereby create a
\nvacancy on the Board: (i) if by order of court the director has been found to be
\nof unsound mind or if the director is adjudicated a bankrupt or (ii) if within
\n60 days from the date of such director153s election the director does not qualify
\nby accepting (either in writing or by any other means of communication
\nauthorized by the Corporation) the election to such office or by acting at a
\nmeeting of directors.<\/p>\n

(b) All the directors, or all the directors of a particular class if the
\nCorporation has a classified Board of Directors at that time, or any individual
\ndirector, may be only removed from office by the affirmative vote of the holders
\nof shares entitling them to exercise a majority of the voting power of the
\nCorporation entitled to elect directors in place of those to be removed. In case
\nof any such removal, a new director nominated in accordance with Section 2 of
\nthis Article II may be elected at the same meeting for the unexpired term of
\neach director removed. Failure to elect a director to fill the unexpired term of
\nany director removed shall be deemed to create a vacancy on the Board.<\/p>\n

Section 12. Vacancies. Any vacancies on the Board of Directors resulting from
\ndeath, resignation, removal, or other cause may be filled by the affirmative
\nvote of a majority of the directors then in office, even though less than a
\nquorum of the Board of Directors, or by a sole remaining director. Newly created
\ndirectorships resulting from any increase in the number of directors by action
\nof the Board of Directors may be filled by the affirmative vote of a majority of
\nthe directors then in office, or if not so filled, by the shareholders at the
\nnext annual meeting thereof or at a special meeting called for that purpose in
\naccordance with Section 3 of Article 1 of these Regulations. In the event the
\nshareholders increase the authorized number of directors in accordance with
\nthese Regulations but fail at the meeting at which such increase is authorized,
\nor an adjournment of that meeting, to elect the additional directors provided
\nfor, or if the shareholders fail at any meeting to elect the whole authorized
\nnumber of directors, such vacancies may be filled by the affirmative vote of a
\nmajority of the directors then in office. Any director elected in accordance
\nwith the three preceding sentences of this Section 12 shall hold office for<\/p>\n

\n

the remainder of the full term for which the new directorship was created or
\nthe vacancy occurred or until such director153s successor shall have been elected
\nand qualified. The provisions of this Section 12 shall not restrict the rights
\nof holders of any class or series of preferred stock of the Corporation to fill
\nvacancies in directors elected by such holders as provided by the express terms
\nof the preferred stock.<\/p>\n

ARTICLE III<\/p>\n

EXECUTIVE AND OTHER COMMITTEES<\/p>\n

Section 1. Executive Committee. The Board of Directors may, by resolution
\nadopted by the affirmative vote of a majority of the entire authorized Board,
\ndesignate annually (i) four or more of its members to constitute members of an
\nExecutive Committee of the Board of Directors of the Corporation (the “Executive
\nCommittee”) and (ii) one or more of its members to be alternate members of the
\nExecutive Committee to take the place of any absent member or members at any
\nmeeting of the Executive Committee. The Executive Committee shall have and may
\nexercise, between meetings of the Board, all the powers and authority of the
\nBoard in the management of the business and affairs of the Corporation,
\nincluding, without limitation, the power and authority to declare a dividend and
\nto authorize the issuance of stock, and may authorize the seal of the
\nCorporation to be affixed to all papers which may require it, except that the
\nExecutive Committee shall not have such power or authority in reference to
\nfilling vacancies on the Board or on any committee of the Board, including the
\nExecutive Committee.<\/p>\n

The Board shall have power at any time by the affirmative vote of a majority
\nof the entire authorized Board to change the membership of the Executive
\nCommittee, to fill all vacancies in it, and to discharge it, either with or
\nwithout cause.<\/p>\n

Section 2. Other Committees. The Board of Directors may, by resolution
\nadopted by the affirmative vote of a majority of the entire authorized Board,
\ndesignate from among its members one or more other committees, each of which
\nshall (i) consist of not less than three directors, together with such
\nalternates as the Board of Directors may appoint to take the place of any absent
\nmember or members at any meeting of such committee, and (ii) except as otherwise
\nprescribed by law, have such authority of the Board as may be specified in the
\nresolution of the Board designating such committee. The Board shall have power
\nat any time, by the affirmative vote of a majority of the entire authorized
\nBoard, to change the membership of, to fill all vacancies in, and to discharge
\nany such committee, either with or without cause.<\/p>\n

Section 3. Procedure, Meetings, and Quorum.<\/p>\n

(a) Regular meetings of the Executive Committee or any other committee of the
\nBoard of Directors, of which no notice shall be necessary, may be held at such
\ntimes and places, if any, as may be fixed by a majority of the members thereof.
\nSpecial meetings of the Executive Committee or any other committee of the Board
\nshall be called at the request of the Chairperson of the Board or the President
\nor the Chairperson of any committee. Notice of each special meeting of the
\nExecutive Committee or any other committee of the Board shall be given in the
\nsame manner required for notices of special meetings of the Board of Directors
\nas provided in Section 7 of Article II. Any special meeting of the Executive
\nCommittee or any other committee of the Board shall be a legal meeting without
\nany notice thereof having been given, if all the members thereof shall be
\npresent thereat. Notice of any adjourned meeting of any committee of the Board
\nneed not be given. The Executive Committee or any other committee of the Board
\nmay adopt such rules and regulations not inconsistent with the provisions of
\nlaw, the Articles of Incorporation of the Corporation, or these Regulations for
\nthe conduct of its meetings as the Executive Committee or any other committee of
\nthe Board may deem proper.<\/p>\n

(b) A majority of the members of the Executive Committee or any other
\ncommittee of the Board shall constitute a quorum for the transaction of business
\nat any meeting, and the vote of a majority of the members thereof present at any
\nmeeting at which a quorum is present shall be the act of such committee. The
\nExecutive Committee or any other committee of the Board of Directors shall keep
\nwritten minutes of its proceedings and shall report on such proceedings to the
\nBoard.<\/p>\n

ARTICLE IV<\/p>\n

OFFICERS<\/p>\n

Section 1. Election and Term of Office. The officers of the Corporation shall
\nconsist of a President, a Secretary, a Treasurer, and such other officers
\n(including, without limitation, if so desired by the Board of Directors, a
\nChairperson of the Board, a Chief Executive Officer, a Chief Operating Officer,
\na Chief Financial Officer, and one or more Vice Presidents) and assistant
\nofficers, all with such titles, authorities, and duties as the Board of
\nDirectors may from time to time determine. The<\/p>\n

\n

officers shall be elected by the Board of Directors. The Chairperson of the
\nBoard, if one is elected, shall be a director. Any two or more offices may be
\nheld by the same person, but no officer shall execute, acknowledge, or verify
\nany instrument in more than one capacity if such instrument is required by law,
\nthe Articles of Incorporation of the Corporation, or these Regulations to be
\nexecuted, acknowledged, or verified by two or more officers. Unless the
\ndirectors expressly elect an officer for a longer or shorter term, each officer
\nshall hold office until the next annual organization meeting of the directors
\nfollowing election of the officer (or, if neither such officer nor a successor
\nis elected at such annual organization meeting, until such officer or such
\nofficer153s successor is elected) or until the earlier resignation, removal from
\noffice, or death of the officer.<\/p>\n

Section 2. Authority and Duties of Officers. The officers of the Corporation
\nshall have such authority and shall perform such duties as are customarily
\nincident to their respective offices, or as may be determined by the Board of
\nDirectors, regardless of whether such authority and duties are customarily
\nincident to such offices. Unless otherwise determined by the Board of Directors,
\nthe Chairperson of the Board, if any, shall preside at all meetings of the Board
\nof Directors and at all meetings of the shareholders. In the event a Chairperson
\nof the Board has not been elected or is otherwise absent, the President (or such
\nother officer designated by the Board of Directors) shall preside at such
\nmeetings.<\/p>\n

Section 3. Removal. Any officer may at any time be removed, either with or
\nwithout cause, by the Board of Directors or any authorized committee thereof or
\nby any superior officer upon whom such power may be conferred by the Board or
\nany authorized committee thereof; provided however, that the removal of the most
\nsenior (in authority) officer of the Corporation shall require the affirmative
\nvote of at least a majority of the entire authorized Board. The removal of any
\nofficer shall be without prejudice to the contract rights, if any, of such
\nofficer.<\/p>\n

Section 4. Resignation. Any officer may resign at any time by giving notice
\nto the Board of Directors, the Chairperson of the Board, the President, or the
\nSecretary of the Corporation. Any such resignation shall take effect at the date
\nof receipt of such notice or at any later date specified therein and, unless
\notherwise specified therein, the acceptance of such resignation shall not be
\nnecessary to make it effective.<\/p>\n

Section 5. Vacancies. A vacancy in any office because of death, retirement,
\nresignation, removal, or any other cause may be filled by the Board of
\nDirectors.<\/p>\n

ARTICLE V<\/p>\n

INDEMNIFICATION<\/p>\n

The Corporation shall indemnify, to the full extent permitted or authorized
\nby the Ohio General Corporation Law as it may from time to time be amended, any
\nperson made or threatened to be made a party to any threatened, pending, or
\ncompleted action, suit, or proceeding, whether civil, criminal, administrative,
\nor investigative, by reason of the fact that he or she is or was a director,
\nofficer, or employee of the Corporation, or is or was serving at the request of
\nthe Corporation as a director, trustee, officer, or employee of a bank, other
\ncorporation, partnership, joint venture, trust, or other enterprise. In the case
\nof a merger into this Corporation of a constituent corporation which, if its
\nseparate existence had continued, would have been required to indemnify
\ndirectors, officers, or employees in specified situations prior to the merger,
\nany person who served as a director, officer, or employee of the constituent
\ncorporation, or served at the request of the constituent corporation as a
\ndirector, trustee, officer, or employee of a bank, other corporation,
\npartnership, joint venture, trust, or other enterprise, shall be entitled to
\nindemnification by this Corporation (as the surviving corporation) for acts,
\nomissions, or other events or occurrences prior to the merger to the same extent
\nhe or she would have been entitled to indemnification by the constituent
\ncorporation if its separate existence had continued. The indemnification
\nprovided by this Article V shall not be deemed exclusive of any other rights to
\nwhich any person seeking indemnification may be entitled under the Articles of
\nIncorporation of the Corporation or these Regulations, or any agreement, vote of
\nshareholders or disinterested directors, or otherwise, both as to action in his
\nor her official capacity and as to action in another capacity while holding such
\noffice, and shall continue as to a person who has ceased to be a director,
\ntrustee, officer, or employee and shall inure to the benefit of the heirs,
\nexecutors, and administrators of such a person.<\/p>\n

ARTICLE VI<\/p>\n

CAPITAL STOCK<\/p>\n

Section 1. Certificates for Shares. Certificates representing shares of stock
\nof each class of the Corporation, whenever authorized by the Board of Directors,
\nshall be in such form as shall be approved by the Board or by the Chairperson of
\nthe Board or President or a Vice President and the Secretary or an Assistant
\nSecretary or the Treasurer or an<\/p>\n

\n

<\/p>\n

Assistant Treasurer. The certificates representing shares of stock of each
\nclass shall be signed by, or in the name of, the Corporation by the Chairperson
\nof the Board or the President or a Vice President and by the Secretary or an
\nAssistant Secretary or the Treasurer or an Assistant Treasurer of the
\nCorporation. Any or all such signatures may be facsimiles, engraved, stamped, or
\nprinted if countersigned by an incorporated transfer agent or registrar.
\nAlthough any officer, transfer agent or registrar whose manual or facsimile
\nsignature is affixed to such a certificate ceases to be such officer, transfer
\nagent, or registrar before such certificate has been delivered, such certificate
\nnevertheless shall be effective in all respects when delivered. The Corporation
\nmay issue shares of any class of its capital stock without issuing certificates
\ntherefore.<\/p>\n

Section 2. Transfer of Shares. Transfers of shares of stock of each class of
\nthe Corporation shall be made only on the books of the Corporation by the holder
\nthereof, or by such holder153s attorney thereunto authorized by a power of
\nattorney duly executed and filed with the Secretary of the Corporation or a
\ntransfer agent for such stock, if any, and on surrender of the certificate or
\ncertificates for such shares properly endorsed or accompanied by a duly executed
\nstock transfer power and the payment of all taxes thereon. The person in whose
\nname shares stand on the books of the Corporation shall be deemed the owner
\nthereof for all purposes as regards the Corporation. No transfer of shares shall
\nbe valid as against the Corporation and its shareholders and creditors for any
\npurpose until it shall have been entered in the stock records of the Corporation
\nby an entry showing from and to whom transferred.<\/p>\n

Section 3. Lost, Destroyed, and Mutilated Certificates. The holder of any
\nshare of stock of the Corporation shall immediately notify the Corporation of
\nany loss, theft, destruction, or mutilation of the certificate therefore; the
\nCorporation may issue to such holder a new certificate or certificates for
\nshares, upon the surrender of the mutilated certificate or, in the case of loss,
\ntheft, or destruction of the certificate, upon satisfactory proof of such loss,
\ntheft, or destruction; the Corporation, or the transfer agents and registrars
\nfor the stock, may, in their discretion, require the owner of the lost, stolen,
\nor destroyed certificate, or such person153s legal representative, to provide the
\nCorporation a bond in such sum and with such surety or sureties as they may
\ndirect to indemnify the Corporation and such transfer agents and registrars
\nagainst any claim that may be made on account of the alleged loss, theft, or
\ndestruction of any such certificate or the issuance of such new certificate.\n<\/p>\n

Section 4. Regulations. The Board of Directors may make such additional rules
\nand regulations as it may deem expedient concerning the issue and transfer of
\ncertificates representing shares of stock of each class of the Corporation and
\nmay make such rules and take such action as it may deem expedient concerning the
\nissue of certificates in lieu of certificates claimed to have been lost,
\ndestroyed, stolen, or mutilated.<\/p>\n

ARTICLE VII<\/p>\n

RECORD DATES<\/p>\n

For any lawful purpose, including the determination of the shareholders who
\nare entitled to receive notice of or to vote at a meeting of the shareholders,
\nthe Board of Directors may fix a record date in accordance with the provisions
\nof the Ohio General Corporation Law. The record date for the purpose of the
\ndetermination of the shareholders who are entitled to receive notice of or to
\nvote at a meeting of the shareholders shall continue to be the record date for
\nall adjournments of the meeting unless the Board of Directors or the persons who
\nshall have fixed the original record date shall, subject to the limitations set
\nforth in the Ohio General Corporation Law, fix another date and shall cause
\nnotice thereof and of the date to which the meeting shall have been adjourned to
\nbe given to shareholders of record as of the newly fixed date in accordance with
\nthe same requirements as those applying to a meeting newly called. The Board of
\nDirectors may close the share transfer books against transfers of shares during
\nthe whole or any part of the period provided for in this Article VII, including
\nthe date of the meeting of the shareholders and the period ending with the date,
\nif any, to which adjourned. If no record date is fixed therefor, the record date
\nfor determining the shareholders who are entitled to receive notice of a meeting
\nof the shareholders shall be the date next preceding the day on which notice is
\ngiven, and the record date for determining the shareholders who are entitled to
\nvote at a meeting of shareholders shall be the date next preceding the day on
\nwhich the meeting is held.<\/p>\n

ARTICLE VIII<\/p>\n

CORPORATE SEAL<\/p>\n

The corporate seal of this Corporation shall be circular in form and shall
\ncontain the name of the Corporation. Failure to affix the seal to any instrument
\nor document executed on behalf of the Corporation shall not affect the validity
\nof such instrument or document unless otherwise expressly provided by law.<\/p>\n

ARTICLE IX<\/p>\n

OFFICES<\/p>\n

\n

The headquarters and principal executive offices of the Corporation shall be
\nlocated in the City of Cleveland, County of Cuyahoga, State of Ohio. The
\nCorporation may also have such other office or offices, and keep the books and
\nrecords of the Corporation, except as may otherwise be required by law, at such
\nother place or places, either within or without the State of Ohio, as the Board
\nof Directors may from time to time determine or the business of the Corporation
\nmay require.<\/p>\n

ARTICLE X<\/p>\n

AMENDMENTS<\/p>\n

These Regulations may only be amended, repealed, or altered or new
\nregulations may only be adopted (i) at a meeting of shareholders, by the
\naffirmative vote of the holders of shares entitling them to exercise a majority
\nof the voting power of the Corporation on such proposal, or (ii) without a
\nmeeting, by the written consent of the holders of shares entitling them to
\nexercise 100% of the voting power of the Corporation on such proposal.<\/p>\n

It is the intent that these Regulations be enforced to the maximum extent
\npermitted by law. If in any judicial proceeding, a court shall refuse to enforce
\nany provision of these Regulations for the reason that such provision (or
\nportion thereof) is deemed to be unenforceable or invalid under applicable law,
\nthen it is the intent that such otherwise unenforceable or invalid provision (or
\nportion thereof) be enforced and valid to the maximum extent permitted by
\napplicable law. The invalidity or unenforceability of any provision (or portion
\nthereof) of these Regulations shall not invalidate or render unenforceable any
\nother provision (or the balance of the otherwise enforceable or valid provision)
\nof these Regulations, as each provision (and portion thereof) is intended to be
\nseverable.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7979],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9573,9574],"class_list":["post-41662","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-keycorp","corporate_contracts_industries-financial__banks","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41662","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41662"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41662"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41662"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41662"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}