Exhibit 3(ii)
BY-LAWS
OF
HON INDUSTRIES Inc.
Adopted on September 7, 1960. Amended on
April 23, 1964, April 28, 1966, August 13, 1969,
April 15, 1970, February 12, 1976, July 23, 1976,
January 11, 1977, February 13, 1977, April 18, 1977,
July 28, 1977, July 29, 1977, October 27, 1977,
February 27, 1978, February 19, 1979, August 1, 1979,
March 3, 1980, April 30, 1980, October 29, 1980,
August 3, 1982, January 31, 1983, October 31, 1983,
October 30, 1984, February 5, 1985, May 6, 1985,
February 4, 1986, August 5, 1986, February 15, 1988,
July 7, 1988, March 13, 1990, February 11, 1991,
April 29, 1991, July 29, 1991, May 5, 1992, November 2,
1992, May 11, 1993, February 14, 1994, May 10, 1994,
November 13, 1995, May 14, 1996, May 12, 1997, March 4,
1998 and July 29, 1998.
ARTICLE 1. OFFICES AND PLACES OF BUSINESS
Section 1.01. Principal Place of Business. The principal
place of business of the Corporation shall be located in such
place, within or without the State of Iowa, as shall be fixed by
or pursuant to authority granted by the Board of Directors from
time to time.
Section 1.02. Registered Office. The registered office of
the Corporation required by the Iowa Business Corporation Act to
be maintained in the State of Iowa may be, but need not be, the
same as its principal place of business. The registered office
may be changed from time to time by the Board of Directors as
provided by law.
Section 1.03. Other Places. The Corporation may conduct
its business, carry on its operations, have offices, carry out
any or all of its purposes, and exercise any or all of its powers
anywhere in the world, within or without the State of Iowa
ARTICLE 2. SHAREHOLDERS
Section 2.01. Annual Meeting. The annual meeting of the
shareholders shall be held in each year at such time and place as
shall be fixed by the Board of Directors or by the Chairman of
the Board of Directors; provided, however, that the annual
meeting shall not be scheduled on a legal holiday in the state
where held. Any previously scheduled annual meeting may be
postponed by resolution of the Board of Directors and on public
notice given prior to the date previously scheduled for such
annual meeting. At the annual meeting, the shareholders shall
elect Directors as provided in Section 3.02 and may conduct any
other business properly brought before the meeting. (As amended
4/23/64, 8/1/79, 10/31/83, and 4/29/91.)
Section 2.02. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, may be called, and the
time and place thereof fixed by the Board of Directors or by the
holders of not less than one-tenth of the outstanding shares
entitled to vote at the meeting. Business conducted at any
special meeting of shareholders shall be limited to the purposes
stated in the notice of the meeting. Any previously scheduled
special meeting of shareholders may be postponed by resolution of
the Board of Directors and public notice given prior to the date
previously scheduled for such special meeting of shareholders.
(As amended 4/23/64, 8/1/79, and 4/29/91.)
Section 2.03. Place of Shareholders' Meetings. Any annual
meeting or special meeting of shareholders may be held at any
place, either within or without the State of Iowa. The place of
each meeting of shareholders shall be fixed as provided in these
By-laws, or by a waiver or waivers of notice fixing the place of
such meeting and signed by all shareholders entitled to vote at
such meeting. If no designation is made of the place of a
meeting of shareholders, the place of meeting shall be the
registered office of the Corporation in the State
of Iowa.
Section 2.04. Notice of Shareholders' Meetings. Written or
printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten
days (unless a longer period shall be required by law) nor more
than sixty days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. (As amended 4/29/91.)
Section 2.05. Closing of Transfer Books; Fixing of Record
Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case,
seventy days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed
for at least fifteen days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not
more than seventy days and, in case of a meeting of shareholders,
not less than fifteen days prior to the date on which the
particular action, requiring such determination of shareholders,
is to be taken. If the Board of Directors does not provide that
the stock transfer books shall be closed and does not fix a
record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or share-
holders entitled to receive payment of a dividend, the record
date for such determination of shareholders shall be seventy days
prior to the date fixed for such meeting or seventy days prior to
the date of payment of such dividend, as the case may be. When
any record date is fixed for any determination of shareholders
such determination of shareholders shall be made as of the close
of business on the record date. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this Section, such determination shall
apply to any adjournment thereof. (As amended 4/30/80, 8/3/82
and 4/29/91.)
Section 2.06. Voting List. The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten days prior to such
meeting shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer books
shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements
of this Section shall not affect the validity of any action taken
at such meeting. (As amended 4/29/91.)
Section 2.07. Quorum of Shareholders. Except as otherwise
expressly provided by the Articles of Incorporation or these
By-laws, a majority of the outstanding common shares entitled to
vote, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders.
Section 2.08. Adjourned Meetings. Any meeting of
shareholders may be adjourned from time to time and to any place,
without further notice, by the chairman of the meeting or by the
affirmative vote of the holders of a majority of the outstanding
common shares entitled to vote and represented at the meeting,
even if less than a quorum. At any adjourned meeting at which a
quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified.
(As amended 4/29/91.)
Section 2.09. Vote Required for Action. The vote required
for the adoption of any motion or resolution or the taking of any
action at any meeting of shareholders shall be as provided in the
Articles of Incorporation. However, action may be taken on the
following procedural matters by the affirmative vote of the
holders of a majority of the outstanding common shares entitled
to vote and represented at the meeting, even if less than a
quorum: election or appointment of a Chairman or temporary
Secretary of the meeting (if necessary), or adoption of any
motion to adjourn or recess the meeting or any proper amendment
of any such motion. Whenever the minutes of any meeting of
shareholders shall state that any motion or resolution was
adopted or that any action was taken at such meeting of
shareholders, such minutes shall be prima facie evidence that
such motion or resolution was duly adopted or that such action
was duly taken by the required vote, and such minutes need not
state the number of shares voted for and against such motion,
resolution, or action.
Section 2.10. Proxies. At all meetings of shareholders, a
shareholder entitled to vote may vote either in person or by
proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Each such proxy shall be filed with
the Secretary of the Corporation or the person acting as
Secretary of the meeting, before or during the meeting. No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 2.11. Shareholders' Voting Rights. Each
outstanding share entitled to vote shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders,
except as otherwise provided in the Articles of Incorporation.
Voting rights for the election of Directors shall be as provided
in Section 3.02 and in the Articles of Incorporation. (As
amended 2/12/76.)
Section 2.12. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent, or proxy as the By-laws of
such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian, or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name if authority to do so be contained in an appropriate
order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
Treasury shares shall not be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time.
Section 2.13. Organization. The Chairman of the Board of
Directors or the Vice-Chairman or the President or a
Vice-President, as provided in these By-laws, shall preside at
each meeting of shareholders; but if the Chairman of the Board of
Directors, the Vice-Chairman, the President, and each
Vice-President shall be absent or refuse to act, the shareholders
may elect or appoint a Chairman to preside at the meeting. The
Secretary or an Assistant Secretary, as provided in these
By-laws, shall act as Secretary of each meeting of shareholders;
but if the Secretary and each Assistant Secretary shall be absent
or refuse to act, the shareholders may elect or appoint a
temporary Secretary to act as Secretary of the meeting.
(As amended 4/23/64 and 8/1/79.)
Section 2.14. Waiver of Notice by Shareholders. Whenever
any notice whatsoever is required to be given to any shareholder
of the Corporation under any provision of law or the Articles of
Incorporation or these By-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether
signed before or after the time of the meeting or event of which
notice is required, shall be deemed equivalent to the giving of
such notice. Neither the business to be conducted at, nor the
purpose of, any annual or special meeting of shareholders need be
specified in any waiver of notice of such meeting. The
attendance of any shareholder, in person or by proxy, at any
meeting of shareholders shall constitute a waiver by such
shareholder of any notice of such meeting to which such
shareholder would otherwise be entitled, and shall constitute
consent by such shareholder to the place, day, and hour of such
meeting and all business which may be conducted at such meeting,
unless such shareholder attends such meeting and objects at such
meeting to any business conducted because the meeting is not
lawfully called or convened. (As amended 4/29/91.)
Section 2.15. Postponement of Shareholders' Meetings. Any
meeting of the shareholders may be postponed prior to the record
date by the Board of Directors or by the Chairman. Written or
printed notice of the postponement shall be delivered not less
than 10 days nor more than 60 days before the date set for the
meeting, either personally or by mail to each shareholder of
record entitled to vote. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail,
addressed to the shareholder at his or her address as it appears
on the stock transfer books of the Corporation, with postage
thereon prepaid. (As adopted 2/11/91.)
Section 2.16. Notice of Shareholder Business and
Nominations.
(a) Annual Meeting of Shareholders.
(1) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to
be considered by the shareholders may be made at an annual
meeting of shareholders (i) pursuant to the Corporation's notice
of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) by any shareholder of the Corporation who was
a shareholder of record at the time of giving of notice provided
for in this By-law, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-law.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to
Subsection 2.15(a)(1)(iii), the shareholder must have given
timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of
the Corporation not less than sixty days nor more than ninety
days prior to the first anniversary of the preceding year's
annual meeting of shareholders; provided, however, that, if the
date of the annual meeting is advanced by more than thirty days
or delayed by more than sixty days from such anniversary date,
notice by the shareholder, to be timely, must be so delivered not
earlier than ninety days prior to such annual meeting and not
later than the close of business on the later of the sixtieth day
prior to such annual meeting or the tenth day following the date
on which public announcement of the date of such meeting is first
made. Such shareholder's notice shall set forth:
(i) as to each person whom the shareholder
proposes to nominate for election or reelection as a Director,
all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
Director if elected;
(ii) as to any other business that the
shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting,
and any material interest of such shareholder in such business
and the beneficial owner, if any, on whose behalf the proposal is
made; and
(iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, the name and address of such shareholder and of
such beneficial owner as they appear on the Corporation's books,
and the class and number of shares of the Corporation which are
owned beneficially and of record by such shareholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence of
Subsection 2.15(a)(2) to the contrary, if the number of Directors
to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation
naming all the nominees for Director or specifying the size of
the increased Board of Directors at least seventy days prior to
the first anniversary of the preceding year's annual meeting of
shareholders, a shareholder's notice required by this By-law
shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it is
delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the tenth
day following the date on which such public announcement is first
made by the Corporation.
(b) Special Meetings of Shareholders. Nominations of
persons for election to the Board of Directors may be made at a
special meeting of shareholders at which Directors are to be
elected pursuant to the Corporation's notice of meeting (1) by or
at the direction of the Board of Directors or (2) by any
shareholder of the Corporation who was a shareholder of record at
the time of giving of notice provided for in this By-law, who is
entitled to vote at the meeting, and who complies with the notice
procedures set forth in this By-law. Nominations by shareholders
of persons for election to the Board of Directors may be made at
such a special meeting of shareholders if the shareholder's
notice required by Subsection 2.15(a)(2) is delivered to the
Secretary at the principal executive offices of the Corporation
no earlier than ninety days prior to such special meeting and not
later than the close of business on the later of the sixtieth day
prior to such special meeting or the tenth day following the date
on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
(c) General.
(1) Only persons who are nominated in accordance with
the procedures set forth in this By-law shall be eligible to
serve as Directors, and only such business shall be conducted at
a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in these By-
laws. Except as otherwise provided by law, the Articles of
Incorporation, or the By-laws of the Corporation, the Chairman of
the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in
these By-laws and, if any proposed nomination or business is not
in compliance with these By-laws, to declare that such defective
proposal or nomination shall be disregarded.
(2) For purposes of this By-law, "public announcement"
means disclosure in a press release reported by the Dow Jones
News Service, Associated Press, or comparable national news
service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13,
14, or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
By-law, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this By-law.
Nothing in this By-law shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act. (As adopted 4/19/91.
ARTICLE 3. BOARD OF DIRECTORS
Section 3.01. General Powers. The business and affairs of
the Corporation shall be managed by its Board of Directors. The
Board of Directors may exercise all such powers of the
Corporation and may do all such lawful acts and things as are not
by law or the Articles of Incorporation or these By-laws
expressly required to be exercised or done by the shareholders.
Section 3.02. Election of Directors. Subject to the
Articles of Incorporation, the common shareholders shall elect
one class of Directors at each annual meeting of shareholders.
At each election of Directors, each common shareholder entitled
to vote shall have the right to vote, in person or by proxy, the
number of common shares owned by him and entitled to vote, for as
many persons as the number of the class to be elected.
Cumulative voting shall not be permitted. The election of
Directors may be conducted by written ballot, but need not be
conducted by written ballot unless required by a rule or motion
adopted by the shareholders. (As amended 2/12/76.)
Section 3.03. Number, Terms, Classification, and
Qualifications. Subject to the Articles of Incorporation:
(a) The number of Directors shall be eleven. (As
amended 10/29/80, 1/31/83, 2/5/85, 8/5/86, 3/13/90, 5/5/92,
11/2/92, 5/11/93, 2/14/94, 5/10/94, 11/13/95, 5/14/96, 3/4/98 and
7/29/98.)
(b) The Directors shall be divided into three classes,
each of which shall be as nearly equal in number as possible.
The term of office of one class shall expire in each year. At
each annual meeting of the shareholders a number of Directors
equal to the number of the class whose term expires at the annual
meeting shall be elected for a term ending when Directors are
elected at the third succeeding annual meeting. Section 6.03 of
the Articles of Incorporation shall apply if there is a failure
in any one or more years to elect one or more Directors or to
elect any class of Directors. (As Amended 2/4/86.)
(c) The number of Directors may be increased or
decreased from time to time by amendment of this Section, but no
decrease shall have the effect of shortening the term of any
incumbent Director. Any new Directorships shall be assigned to
classes, and any decrease in the number of Directors shall be
scheduled, in such a manner that the three classes of Directors
shall be as nearly equal in number as possible.
(d) The term of each Director shall begin at the time
of his election. Unless sooner removed as provided in the
Articles of Incorporation or elected to fill a vacancy with a
shorter unexpired term pursuant to Section 3.04, each Director
shall serve for a term ending when Directors are elected at the
third succeeding annual meeting of shareholders.
However, any Director may resign at any time by delivering his
written resignation to the Chairman, Vice-Chairman, President, or
Secretary of the Corporation. The resignation shall take effect
immediately upon delivery, unless it states a later effective
date. (As amended 8/1/79.)
(e) Directors need not be residents of the State of
Iowa or shareholders of the Corporation.
(As amended 4/23/64, 4/15/70, 2/12/76, 7/23/76, 1/11/77, 4/18/77,
7/28/77, 7/29/77, 2/27/78, and 2/4/86.)
Section 3.04. Vacancies in Board. Any vacancy occurring in
the Board of Directors for any reason, and any Directorship to be
filled by reason of an increase in the number of Directors, may
be filled by the affirmative vote of a majority of the Directors
then in office even if less than a quorum (notwithstanding
Sections 3.09 and 3.11). Except as otherwise provided in Section
6.03 of the Articles of Incorporation, a Director elected as
provided in this Section shall be elected for the unexpired term
of his predecessor in office or the unexpired term of the class
of Directors to which his new Directorship is assigned. However,
if a Director is elected to fill a vacancy caused by the
resignation of a predecessor whose resignation has not yet become
effective, the new Director's term shall begin when his
predecessor's resignation becomes effective. (As amended 4/23/64
and 2/12/76.)
Section 3.05. Regular Meetings. A regular meeting of the
Board of Directors may be held without notice other than this
Section, promptly after and at the same place as each annual
meeting of shareholders. Other regular meetings of the Board of
Directors may be held at such time and at such places as shall be
fixed by (or pursuant to authority granted by) resolution or
motion adopted by the Board of Directors from time to time,
without notice other than such resolution or motion. However,
unless both the time and place of a regular meeting shall
be fixed by the Board of Directors, notice of such meeting shall
be given as provided in Section 3.08.
Section 3.06. Special Meetings. Special meetings of the
Board of Directors may be called, and the time and place thereof
fixed, by the Chairman of the Board of Directors or the
Vice-Chairman or the President or the Secretary or by a majority
of the Directors then in office. (As amended 4/23/64 and
8/1/79.)
Section 3.07. Place of Meetings. Any regular meeting or
special meeting of the Board of Directors may be held at any
place, either within or without the State of Iowa. The place of
each meeting of the Board of Directors shall be fixed as provided
in these By-laws, or by waiver or waivers of notice fixing the
place of such meeting and signed by all Directors then in office.
If no designation is made of the place of a meeting of the Board
of Directors, the place of meeting shall be the registered office
of the Corporation in the State of Iowa.
Section 3.08. Notice of Special Meetings. Written or
printed notice stating the place, day, and hour of a special
meeting of the Board of Directors shall be delivered before the
time of the meeting, either personally or by mail or by telegram,
by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail addressed to the Director at his address as it
appears on the records of the Corporation, with postage thereon
prepaid. If given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph
company, addressed to the Director at his address as it appears
on the records of the Corporation. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of
Directors need be specified in the notice of such meeting. (As
amended 7/7/88.)
Section 3.09. Quorum. Except as otherwise expressly
provided by the Articles of Incorporation or these By-laws, a
majority of the number of Directors fixed by these By-laws shall
constitute a quorum at any meeting of the Board of Directors.
Section 3.10. Adjourned Meetings. Any meeting of the Board
of Directors may be adjourned from time to time and to any place,
without further notice, by the affirmative vote of a majority of
the Directors present at the meeting, even if less than a quorum.
At any adjourned meeting at which a quorum shall be present, any
business may be conducted which might have been transacted at the
meeting as originally notified. (As amended 4/29/91.)
Section 3.11. Vote Required for Action. Except as
otherwise provided in these By-laws, the affirmative vote of a
majority of the number of Directors fixed by these By-laws shall
be required for and shall be sufficient for the adoption of any
motion or resolution or the taking of any action at any meeting
of the Board of Directors. However, the following actions may be
taken by the affirmative vote of a majority of the Directors
present at the meeting, even if less than a quorum: election or
appointment of a Chairman or temporary Secretary of the meeting
(if necessary), or adoption of any motion to adjourn or
recess the meeting or any proper amendment of any such motion.
Whenever the minutes of any meeting of the Board of Directors
shall state that any motion or resolution was adopted or that any
action was taken at such meeting of the Board of Directors, such
minutes shall be prima facie evidence that such motion or
resolution was duly adopted or that such action was duly taken by
the required vote, and such minutes need not state the number of
Directors voting for and against such motion, resolution, or
action.
Section 3.12. Voting. Each Director (including, without
limiting the generality of the foregoing, any Director who is
also an officer of the Corporation and any Director presiding at
a meeting) may vote on any question at any meeting of the Board
of Directors, except as otherwise expressly provided in these
By-laws. (As amended 4/23/64.)
Section 3.13. Organization. The Chairman of the Board of
Directors or the Vice-Chairman or the President or a
Vice-President, as provided in these By-laws, shall preside at
each meeting of the Board of Directors; but if the Chairman of
the Board of Directors, the Vice-Chairman, the President, and
each Vice-President shall be absent or refuse to act, the Board
of Directors may elect or appoint a Chairman to preside at the
meeting. The Secretary or an Assistant Secretary, as provided in
these By-laws, shall act as Secretary of each meeting of the
Board of Directors; but if the Secretary and each Assistant
Secretary shall be absent or refuse to act, the Board of
Directors may elect or appoint a temporary Secretary to act as
Secretary of the meeting. (As amended 4/23/64 and 8/1/79.)
Section 3.14. Rules and Order of Business. The Board of
Directors may adopt such rules and regulations, not inconsistent
with applicable law or the Articles of Incorporation or these
By-laws, as the Board of Directors deems advisable for the
conduct of its meetings. Except as otherwise expressly required
by law or the Articles of Incorporation or these By-laws or such
rules or regulations, meetings of the Board of Directors shall be
conducted in accordance with Robert's Rules of Order, Revised (as
further revised from time to time). Unless otherwise
determined by the Board of Directors, the order of business at
the first meeting of the Board of Directors held after each
annual meeting of shareholders, and at other meetings of the
Board of Directors to the extent applicable, shall be as follows:
(1) Roll call or other determination of attendance and
quorum.
(2) Proof of notice of meeting.
(3) Reading and action upon minutes of preceding
meeting and any other unapproved minutes.
(4) Report of President.
(5) Reports of other officers and committees.
(6) Election of officers.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Failure to comply with the requirements of this Section shall not
affect the validity of any action taken at any meeting unless (a)
specific and timely objection is made at the meeting and (b) the
person complaining thereto sustains direct and material damage by
reason of such failure.
Section 3.15. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors
or a committee thereof at which action on any corporate matter is
taken, shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
or certified mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
Section 3.16. Waiver of Notice by Directors. Whenever any
notice whatsoever is required to be given to any Director of the
Corporation under any provision of law or the Articles of
Incorporation or these By-laws, a waiver thereof in writing
signed by the Director or Directors entitled to such notice,
whether signed before or after the time of the meeting or event
of which notice is required, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at,
nor the purpose of, any meeting of the Board of Directors need be
specified in any waiver of notice of such meeting. The
attendance of any Director at any meeting of the Board of
Directors shall constitute a waiver by such Director of any
notice of such meeting to which such Director would otherwise be
entitled, and shall constitute consent by such Director to the
place, day, and hour of such meeting and all business which may
be conducted at such meeting, unless such Director attends such
meeting and objects at such meeting to any business conducted
because the meeting is not lawfully called or convened. (As
amended 4/29/91.)
Section 3.17. Informal Action by Directors. Any action
required by law or the Articles of Incorporation or these By-laws
to be taken by vote of or at a meeting of the Board of Directors,
or any action which may or could be taken at a meeting of the
Board of Directors (or of a committee of Directors), may be taken
without a meeting if a consent in writing setting forth the
action so taken shall be signed by all of the Directors then in
office (or all of the members of such committee, as the case may
be). Such consent shall have the same force and effect as
unanimous vote. The signing by each such Director (or by each
member of such committee) of any one of several duplicate
originals or copies of the instrument evidencing such consent
shall be sufficient. The written instrument or instruments
evidencing such consent shall be filed with the Secretary, and
shall be kept by the Secretary as part of the minutes of the
Corporation. Such action shall be deemed taken on the date of
such written instrument or instruments as stated therein, or on
the date of such filing with the Secretary, whichever of such two
dates occurs first. (As amended 4/23/64.)
Section 3.18. Committees. The Board of Directors, by
resolution adopted by the affirmative vote of a majority of the
number of Directors fixed by Section 3.03, may designate one or
more committees (including, without limiting the generality of
the foregoing, an Executive Committee). Each committee shall
consist of two or more Directors elected or appointed by the
Board of Directors. To the extent provided in such resolution as
initially adopted and as thereafter supplemented or amended by
further resolution adopted by a like vote, any such committee
shall have and may exercise, when the Board of Directors is not
in session, all the authority and powers of the Board of
Directors. However, no committee shall have or exercise any
authority prohibited by law.
No member of any committee shall continue to be a member thereof
after he ceases to be a Director of the Corporation.
Unless otherwise ordered by the Board of Directors, the
affirmative vote or consent in writing of all members of a
committee shall be required for the adoption of any motion or
resolution or the taking of any action by any such committee,
except that an alternate member may take the place of any absent
member to the extent hereinafter provided.
The Board of Directors may elect or appoint one or more Directors
as alternate members of any such committee. Any such alternate
member may take the place of any absent member, upon request by
the Chairman of the Board of Directors or the Vice-Chairman or
the President or the Chairman of such committee. The vote or
consent in writing of such alternate member in the absence of
such member shall have the same effect as the vote or consent in
writing of such member. (As amended 8/1/79.)
The Board of Directors may at any time increase or decrease the
number of members of any committee, fill vacancies therein,
remove any member thereof, adopt rules and regulations therefor,
or change the functions or terminate the existence thereof. The
designation of any committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors or
any Director of any responsibility imposed by law. (As amended
4/23/64.)
Section 3.19. Compensation. The Board of Directors may fix
or provide for reasonable compensation of any or all Directors
for services rendered to the Corporation as Directors, officers,
or otherwise, including, without limiting the generality of the
foregoing, payment of expenses of attendance at meetings of the
Board of Directors or committees, payment of a fixed sum for
attendance at each meeting of the Board of Directors or a
committee, salaries, bonuses, pensions, pension plans, pension
trusts, profit-sharing plans, stock bonus plans, stock option
plans (subject to approval of the shareholders if required by
law), and other incentive, insurance, and welfare plans, whether
or not on account of prior services rendered to the Corporation.
No such compensation shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
ARTICLE 4. OFFICERS
Section 4.01. Number and Designation. The officers of the
Corporation shall be a Chairman of the Board of Directors, a
Vice-Chairman, a President, one or more Vice-Presidents, a
Secretary, a Treasurer, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as the Board
of Directors deems advisable. (As amended 4/23/64 and 8/1/79.)
Section 4.02. Election or Appointment of Officers. At the
first meeting of the Board of Directors held after each annual
meeting of shareholders, the Board of Directors shall elect the
officers specifically referred to in Section 4.01, shall appoint
certified public accountants to perform the annual audit, and
shall elect or appoint such other officers and agents as the
Board deems advisable. If in any year the election of officers
does not take place at such meeting, such election shall be held
as soon thereafter as may be convenient. In addition, the Board
of Directors may from time to time elect, appoint, or authorize
any officer to appoint such other officers and agents as the
Board deems advisable. Any election may be conducted by ballot,
but need not be conducted by ballot unless required by a rule,
regulation, or motion adopted by the Board of Directors. (As
amended 3/3/80.)
Section 4.03. Tenure and Qualifications. Each officer,
unless sooner removed as provided in Section 4.04, shall hold
office until his successor shall be elected or appointed and
shall qualify. However, any officer may resign at any time by
filing his written resignation with the President or Secretary of
the Corporation; and such resignation shall take effect
immediately upon such filing, unless a later effective date is
stated therein. Officers need not be residents of the
State of Iowa or Directors or shareholders of the Corporation.
Any two or more offices may be held by the same person.
Section 4.04. Removal. Any officer or agent of the
Corporation may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create
contract rights.
Section 4.05. Vacancies. Any vacancy occurring in any
office for any reason may be filled by the Board of of Directors.
Section 4.06. Duties and Powers of Officers. Except as
otherwise expressly provided by law or the Articles of
Incorporation or these By-laws, the duties and powers of all
officers and agents of the Corporation shall be determined and
defined from time to time by the Board of Directors. Unless
otherwise determined by the Board of Directors, the officers
referred to in the following Sections shall have the duties and
powers set forth in the following Sections, in addition to all
duties and powers of such officers prescribed by law or by the
Articles of Incorporation or other provisions of these By-laws.
However, the Board of Directors may from time to time alter, add
to, limit, transfer to another officer or agent, or abolish any
or all of the duties and powers of any officer or agent of the
Corporation (including, without limiting the generality of the
foregoing, the duties and powers set forth in the following
Sections and in other provisions of these By-laws). Any person
who holds two or more offices at the same time may perform or
exercise any or all of the duties and powers of either or both of
such offices in either or both of such capacities.
Section 4.07. Chairman of the Board of Directors; Vice-
Chairman; President.
(a) The Chairman of the Board of Directors shall
preside at all meetings of shareholders and of the Board of
Directors. He shall be responsible for making recommendations
concerning Board policies and committees, shall maintain Board
liaison with the President, and, when required, because of the
inability of the President to act or otherwise, shall have the
same powers as the President on behalf of the Corporation. He
may from time to time, unless otherwise ordered by the Board,
authorize or direct the Vice-Chairman or President to perform any
of the duties or exercise any of the powers of the Chairman. (As
amended 10/27/77, 10/30/84, 2/15/88, and 7/29/91.)
(b) The Vice-Chairman shall preside at meetings of the
shareholders or of the Board in the absence of the Chairman. He
shall also perform such other duties as the Chairman may autho-
rize or direct. (As amended 7/29/91.)
(c) The President shall be the chief executive officer
of the Corporation and, subject to the control of the Board,
shall supervise, control, and manage all of the business affairs
of the Corporation. He shall report to the Chairman when the
Board is not in session. In the absence of the Chairman and
Vice-Chairman, the President shall preside at meetings of share-
holders and of the Board. Unless otherwise ordered by the Board,
the President (1) may employ, appoint and discharge such employ-
ees, agents, attorneys and accountants (except the certified
public accountants appointed by the Board pursuant to Section
4.02) for the Corporation as he deems necessary or advisable, and
shall prescribe their authority, duties, powers, and compensa-
tion, including, if appropriate, the authority to perform some or
all of the duties or exercise some or all of the powers of the
President; (2) may make and enter into on behalf of the Corpora-
tion all deeds, conveyances, mortgages, leases, contracts,
agreements, bonds, reports, releases, and other documents or
instruments which may in his judgment be necessary or advisable
in the ordinary course of the Corporation's business or which
shall be authorized by the Board; (3) shall see that all Corpora-
tion policies and all orders and resolutions of the Board are
carried into effect; and (4) shall have all the usual duties and
powers of the President of a corporation and such other duties
and powers as may be prescribed from time to time by the Board.
(As amended 7/29/91.)
Section 4.08. Vice-Presidents. Each Vice-President shall
have such duties and powers as may be prescribed from time to
time by the President or the Board of Directors. (As amended
4/23/64 and 10/27/77.)
Section 4.09. Secretary. The Secretary:
(a) shall, when present, act as Secretary of each
meeting of the shareholders and of the Board of Directors;
(b) shall keep the minutes of the meetings of the
shareholders and the Board of Directors in one or more books
provided for that purpose;
(c) shall see that all notices are duly given and that
lists of shareholders are made and filed as required by law or
the Articles of Incorporation or these By-laws;
(d) shall be custodian of the corporate records and
the seal of the Corporation and shall, when duly authorized, see
that the seal is affixed to any instrument requiring it;
(e) shall keep a record of the Directors, giving the
names and addresses of all Directors; and (As amended 4/23/64 and
2/19/79.)
(f) shall have all the usual duties and powers of the
Secretary of a corporation and such duties and powers as may be
prescribed from time to time by the President or the Board of
Directors. (As amended 2/19/79.)
Section 4.10. Treasurer. The Treasurer:
(a) shall have charge and custody of and be
responsible for all funds, securities, and evidences of
indebtedness belonging to the Corporation;
(b) shall receive and give receipts for moneys due and
payable to the Corporation from any source whatever;
(c) shall see that all such moneys are deposited in
the name of and to the credit of the Corporation in such
depositories as shall be designated by or pursuant to authority
granted by the Board of Directors;
(d) shall cause the funds of the Corporation to be
disbursed when and as duly authorized to do so;
(e) shall see that correct and complete books of
account and financial statements are kept and prepared in
accordance with generally accepted accounting principles except
to the extent such duties are assigned by the President to other
officers or employees of the Corporation; (As amended 2/13/77.)
(f) shall have all the usual duties and powers of the
Treasurer of a corporation and such duties and powers as may be
prescribed from time to time by the President or the Board of
Directors; (As amended 2/13/77.)
(g) shall keep at the registered office or principal
place of business of the Corporation a record of its shareholders
(which shall be part of the stock transfer books of the
Corporation), giving the names and addresses of all shareholders
and the number and class of the shares held by each; and (As
amended 2/19/79.)
(h) shall have charge of the stock transfer books of
the Corporation, and shall record the issuance and transfer of
shares, except to the extent that such duties shall be delegated
by the Board of Directors to a transfer agent or registrar. (As
amended 2/19/79.)
Section 4.11. Assistant Secretaries. In the absence of the
Secretary or in the event of his death or inability or refusal to
act, the Assistant Secretary (or, if there shall be more than
one, the Assistant Secretaries in the order designated by the
Board of Directors from time to time, or, in the absence of any
such designation, in the order in which their names shall appear
in the minutes showing their election) shall perform the duties
and exercise the powers of the Secretary. Each Assistant
Secretary shall also have such duties and powers as may be
prescribed from time to time by the Secretary or the President or
the Board of Directors. (As amended 4/23/64.)
Section 4.12. Assistant Treasurers. In the absence of the
Treasurer or in the event of his death or inability or refusal to
act, the Assistant Treasurer (or, if there shall be more than
one, the Assistant Treasurers in the order designated by the
Board of Directors from time to time, or, in the absence of any
such designation, in the order in which their names shall appear
in the minutes showing their election) shall perform the duties
and exercise the powers of the Treasurer. Each Assistant
Treasurer shall also have such duties and powers as may be
prescribed from time to time by the Treasurer or the
President or the Board of Directors. (As amended 4/23/64.)
Section 4.13. Compensation. The Board of Directors may fix
or provide for, or may authorize any officer to fix or provide
for, reasonable compensation of any or all of the officers and
agents of the Corporation, including, without limiting the
generality of the foregoing, salaries, bonuses, payment of
expenses, pensions, pension plans, pension trusts, profit-sharing
plans, stock bonus plans, stock option plans (subject to approval
of the shareholders if required by law), and other incentive,
insurance, and welfare plans, whether or not on account of prior
services rendered to the Corporation. (As amended 4/23/64.)
Section 4.14. Bond. The Board of Directors may require an
officer or agent to give a bond for the faithful performance of
his duties, in such amount and with such surety or sureties as
the Board of Directors deems advisable.
ARTICLE 5. SHARES AND CERTIFICATES
Section 5.01. Issuance of and Consideration for Shares.
Shares and securities convertible into shares of the Corporation
may be issued for such consideration as shall be fixed from time
to time by the Board of Directors, and may be issued to such
persons as may be designated from time to time by or pursuant to
authority granted by the Board of Directors, except as otherwise
required by law or the Articles of Incorporation or these By-
laws. (As amended 5/12/97.)
Section 5.02. Restrictions on Issuance of Shares and
Certificates. No share of the Corporation shall be issued until
such share is fully paid as provided by law. (As amended
5/12/97.)
No fractional share or certificate representing any fractional
share shall be issued unless expressly authorized by the Board of
Directors.
No new certificate shall be issued in place of any certificate
until the old certificate for a like number of shares shall have
been surrendered and cancelled, except as otherwise provided in
Section 5.04.
Section 5.03. Certificates Representing Shares. Each
shareholder shall be entitled to a certificate or certificates
representing the shares of the Corporation owned by him.
Certificates representing shares of the Corporation shall be in
such form as shall be determined by or pursuant to authority
granted by the Board of Directors. Each certificate shall be
signed by the President or a Vice-President and by the Secretary
or an Assistant Secretary, and the corporate seal may be affixed
thereto. All certificates shall be consecutively numbered
or otherwise identified. The name and address of the person to
whom the shares represented thereby are issued, and the number
and class of shares and date of issuance, shall be entered on the
stock transfer books of the Corporation.
Section 5.04. Lost, Destroyed, Stolen, or Mutilated
Certificates. The Board of Directors may authorize a new
certificate to be issued in place of any certificate alleged to
have been lost, destroyed, or stolen, or which shall have been
mutilated, upon production of such evidence and upon compliance
with such conditions as the Board of
Directors may prescribe.
Section 5.05. Transfer of Shares. Shares of the
Corporation shall be transferable only on the stock transfer
books of the Corporation, by the holder of record thereof or by
his duly authorized attorney or legal representative (who shall
furnish such evidence of authority to transfer as the Corporation
or its agent may reasonably require), upon surrender to the
Corporation for cancellation of the certificate representing such
shares, duly endorsed or with a proper written assignment or
power of attorney duly executed and attached thereto, and with
such proof of the authenticity of signatures as the Corporation
or its agent may reasonably require. The Corporation shall
cancel the old certificate, issue a new certificate to the person
entitled thereto, and record the transaction on its stock
transfer books. However, if the applicable law permits shares to
be transferred in a different manner, then to the extent required
to comply with such law all references in this Section to
"shares" shall mean the rights against the Corporation inherent
in or arising out of such shares.
Section 5.06. Shareholders of Record; Change of Name or
Address. The Corporation shall be entitled to recognize the
exclusive right of a person shown on its stock transfer books as
the holder of shares to receive notices and dividends, to vote as
such holder, and to have and exercise all other rights deriving
from such shares, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the
part of any other person, whether or not it shall have actual or
constructive notice thereof. Unless the context or another
provision of these By-laws clearly indicates otherwise, all
references in these By-laws to "shareholders" and "holders" shall
mean the shareholders of record as shown on the stock transfer
books of the Corporation.
Each shareholder and each Director shall promptly notify the
Secretary in writing of his correct address and any change in his
name or address from time to time. If any shareholder or
Director fails to give such notice, neither the Corporation nor
any of its Directors, officers, agents, or employees shall be
liable or responsible to such shareholder or Director for any
error or loss which might have been prevented if such notice had
been given. (As amended 4/23/64.)
Section 5.07. Regulations. The Board of Directors may
adopt such rules and regulations, not inconsistent with
applicable law or the Articles of Incorporation or these By-laws,
as it deems advisable concerning the issuance, transfer,
conversion, and registration of certificates representing shares
of the Corporation.
ARTICLE 6. GENERAL PROVISIONS
Section 6.01. Seal. The corporate seal shall be circular
in form and shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal" and "Iowa". The seal
may be affixed by causing it or a facsimile thereof to be
impressed or reproduced or otherwise.
Section 6.02. Fiscal Year. The fiscal year of the
Corporation shall be fixed by the Board of Directors from time to
time.
Section 6.03. Dividends. The Board of Directors may from
time to time declare, and the Corporation may pay, dividends on
the outstanding shares in the manner and upon the terms and
conditions provided by law and the Articles of Incorporation.
Section 6.04. Execution of Documents and Instruments. All
deeds and conveyances of real estate, mortgages of real estate,
and leases of real estate (for an initial term of five years or
more) to be executed by the Corporation shall be signed in the
name of the Corporation by the Chairman of the Board of Directors
or the Vice-Chairman or the President or a Vice-President and
signed or attested by the Secretary or an Assistant Secretary,
and the corporate seal shall be affixed thereto.
All other documents or instruments to be executed by the
Corporation (including, without limiting the generality of the
foregoing, contracts, agreements, bonds, reports, notices,
releases, promissory notes, and evidences of indebtedness; and
deeds, conveyances, mortgages, and leases other than those
referred to in the preceding sentence) shall be signed in the
name of the Corporation by any one or more of the officers of the
Corporation, with or without the corporate seal.
However, from time to time the Board of Directors or the Chairman
of the Board of Directors or the Vice-Chairman or the President
may alter, add to, limit, transfer to another officer or agent,
or abolish the authority of any officer or officers to sign any
or all documents or instruments, or may authorize the execution
of any document or instrument by any person or persons, with or
without the corporate seal, and such action may be either general
or confined to specific instances. (As amended 4/23/64 and
8/1/79.)
Section 6.05. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness shall
be issued in its name unless authorized by or pursuant to
authority granted by the Board of Directors. Such authorization
may be either general or confined to specific instances.
Section 6.06. Checks and Drafts. All checks and drafts
issued in the name of the Corporation shall be signed by such
person or persons and in such manner as shall be authorized by or
pursuant to authority granted by the Board of Directors.
Section 6.07. Voting of Shares Owned by Corporation. Any
shares or securities of any other corporation or company owned by
this Corporation may be voted at any meeting of shareholders or
security holders of such other corporation or company by the
Chairman of the Board of Directors of this Corporation. Whenever
in the judgment of the Chairman of the Board of Directors it
shall be advisable for the Corporation to execute a proxy or
waiver of notice or to give a consent with respect to any shares
or securities of any other corporation or company owned by this
Corporation, such proxy, waiver, or consent shall be executed in
the name of this Corporation, as directed by the Chairman of the
Board of Directors, without necessity of any authorization by the
Board of Directors. Any person or persons so designated as the
proxy or proxies of this Corporation shall have full right,
power, and authority to vote such shares or securities on behalf
of this Corporation. In the absence of the Chairman of the Board
of Directors or in the event of his death or inability to act,
the Vice-Chairman may perform the duties and exercise the powers
of the Chairman of the Board of Directors under this Section.
The provisions of this Section shall be subject to any specific
directions by the Board of Directors. (As amended 4/23/64 and
8/1/79.)
Section 6.08. Interest of Directors in Transactions. In
the absence of fraud, any contract or other transaction between
the Corporation and any or all of its Directors (including,
without limiting the generality of the foregoing, any
authorization of or payment of compensation to any Director or
officer of the Corporation), or between the Corporation and any
person or party in which any or all of the Directors of the
Corporation are interested or with which they are connected
(whether as shareholders, directors, officers, owners, partners,
members, employees, or otherwise) shall be valid for all
purposes, notwithstanding the presence of such Director or
Directors at the meeting of the Board of Directors which shall
act upon or with respect to such contract or transaction, and
notwithstanding his or their participation in and vote upon such
action, if the fact of such interest shall be disclosed or
otherwise known to the Board of Directors prior to or at the time
of the taking of such action. Such interested Director or
Directors are hereby expressly authorized to vote upon any action
of the Board of Directors upon or with respect to such contract
or transaction; may be counted in determining whether a quorum is
present; and may be included in the majority necessary to take
such action. Each Director of the Corporation is hereby
expressly relieved, in the absence of fraud, from any liability
which might otherwise exist or arise from contracting with the
Corporation for the benefit of himself or any person or party in
which he may be in any way interested or with which he may be in
any way connected.
Any contract, transaction, or action of the Corporation or of the
Board of Directors which shall be ratified at any meeting of
shareholders by the affirmative vote of the holders of a majority
of the outstanding common shares entitled to vote, shall be as
valid and as binding as though expressly authorized in writing by
every shareholder of the Corporation. However, any failure of
the shareholders to approve or ratify such contract, transaction,
or action, when and if submitted, shall not be deemed in any way
to render the same invalid or to deprive the Directors or
officers of authority to proceed with such contract,
transaction, or action.
This Section shall not be construed to invalidate any contract or
transaction which would otherwise be valid, nor as a limitation
upon the powers of the Directors or officers, nor as a
requirement that any contract or transaction of the Corporation
be approved or ratified by the shareholders.
Section 6.09. Limitation of Personal Liability. The
limitation of liability of Directors and officers shall be
limited as follows:
(a) No Director of the Corporation shall be liable to the
Corporation or to any shareholder or shareholders except as
provided in the Articles of Incorporation or applicable law. The
liability of Directors shall be limited or removed to the maximum
extent provided either by the Articles of Incorporation or by
applicable law, and these provisions shall be liberally construed
to carry out this purpose. For purposes of this Section,
"Director" means any person who is or was a Director of the
Corporation and any person who, while a Director of the
Corporation, is or was serving at the request of the Corporation
as a Director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan.
Heirs, beneficiaries, and personal representatives of the
Director are included.
(b) No officer of the Corporation shall be liable to the
Corporation or to any shareholder or shareholders for any act,
omission, or negligence, except for loss directly resulting from
his or her willful or reckless misconduct. This Section is in
addition to all other limitations of liability contained in
applicable law, the Articles of Incorporation, or other
provisions of these By-laws. The liability of officers shall be
limited or removed to the maximum extent provided by this
Section, other provisions of these By-laws, the Articles of
Incorporation, or applicable laws, and these By-laws shall be
liberally construed to carry out this purpose. (As amended
5/12/97.)
Section 6.10. Indemnification. The Corporation may advance
expenses and indemnify any Qualified Person. For purposes of
this Section, "Qualified Person" means any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding (whether civil,
criminal, administrative, or investigative including, without
limitation, an action or suit by or in the right of the
Corporation) (collectively, "Action") by reason of the fact
that he or she is or was a Director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the
Corporation, as a Director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan.
The indemnification may be against expenses (including attorneys'
fees), judgments, fines, and amounts paid or incurred in
settlement which the Qualified Person actually and reasonably
incurred in connection with the Action, in the manner and to the
extent provided in this Section.
(a) Indemnification may be made in the following
independent and alternative methods:
(1) In the manner and to the extent provided by Iowa
law;
(2) If and to the extent that the Board of Directors
determines that the person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best
interests of the Corporation. This determination may be made
(notwithstanding Sections 3.09 and 3.11) by: (i) a majority vote
of a quorum consisting of Directors who are not at the time
parties to the Action; (ii) if a quorum cannot be obtained under
(i), a majority vote of a committee duly designated by the Board
of Directors, in which designation Directors who are parties may
participate, consisting solely of two or more Directors not at
the time parties to the proceeding; (iii) special legal counsel,
selected by the Board of Directors by a majority vote of a quorum
consisting of Directors who are not parties at the time to the
Action or, if the requisite quorum of the full Board cannot be
obtained, by a majority vote of the full Board, in which
Directors who are parties may participate; or (iv) the
shareholders.
(3) In accordance with any agreement authorized by the
Board of Directors before the commencement of the Action;
(4) If and to the extent authorized by action of the
shareholders; or
(5) In any other manner not prohibited by Iowa law.
(b) Restrictions and presumptions required by law with
regard to indemnification referred to in Subsection (a)(1) shall
not apply to indemnification under Subsections (a)(2), (3), (4),
or (5); provided, however, that indemnification shall not be
provided in any case for:
(1) A breach of a person's duty of loyalty to the
Corporation or its shareholders;
(2) Acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of the law;
(3) A transaction from which the person derives an
improper personal benefit; or
(4) Acts arising under Iowa Code Section 490.858, as
amended from time to time.
(c) To the extent that a Qualified Person has been
successful on the merits or otherwise in defense of any Action,
or in defense of any claim, issue, or material therein, he or she
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with
such Action.
(d) Any indemnification of a Qualified Person may be both
as to action in his or her official capacity and as to action in
another capacity while holding such official capacity; shall
continue as to a Qualified Person who has ceased to be a
Director, officer, employee, or agent; and shall inure to the
benefit of the heirs, beneficiaries, and personal representatives
of the Qualified Person.
(e) Indemnification may be made either by direct payment by
the Corporation or by reimbursement to the Qualified Person. (As
amended 2/15/88 and 5/12/97.)
Section 6.11. Reliance on Documents. Each Director and
officer shall, in the performance of his duties, be fully
protected in relying and acting in good faith upon the books of
account or other records of the Corporation, or reports made or
financial statements presented by any officer of the Corporation
or by an independent public or certified public accountant or
firm of such accountants or by an appraiser selected with
reasonable care by the Board of Directors or by any committee
thereof; and each Director and officer is hereby expressly
relieved from any liability which might otherwise exist or arise
from or in connection with any such action.
Section 6.12. Effect of Partial Invalidity. If a court of
competent jurisdiction shall adjudge to be invalid any clause,
sentence, paragraph, section, or part of the Articles of
Incorporation or these By-laws, such judgment or decree shall not
affect, impair, invalidate, or nullify the remainder of the
Articles of Incorporation or these By-laws, but the effect
thereof shall be confined to the clause, sentence, paragraph,
section, or part so adjudged to be invalid.
Section 6.13. Definitions. Any word or term which is
defined in the Iowa Business Corporation Act shall have the same
meaning wherever used in the Articles of Incorporation or in
these By-laws, unless the context or another provision of the
Articles of Incorporation or these By-laws clearly indicates
otherwise. Wherever used in the Articles of Incorporation or in
these By-laws, unless the context or another provision of the
Articles of Incorporation or these By-laws clearly indicates
otherwise, the use of the singular shall include the plural, and
vice versa; and the use of any gender shall be applicable to
any other gender. Wherever used in the Articles of Incorporation
or in these By-laws, the word "written" shall mean written,
typed, printed, duplicated, or reproduced by any process. (As
amended 4/23/64.)
Section 6.14. Authority to Carry Out Resolutions and
Motions. Each resolution or motion adopted by the shareholders
or by the Board of Directors shall be deemed to include the
following provision, unless the resolution or motion expressly
negates this provision: The officers of the Corporation are
severally authorized on behalf of the Corporation to do all acts
and things which may be necessary or convenient to carry out this
resolution (motion), including, without limitation, the authority
to make, execute, seal, deliver, file, and perform all
appropriate contracts, agreements, certificates, documents, and
instruments.
The foregoing provision shall automatically be a part of the
resolution or motion even though not stated in the minutes; and
any officer may state or certify that the foregoing provision is
included in the resolution or motion. (Added entire section
8/3/82.)
ARTICLE 7. AMENDMENTS
Section 7.01. Reservation of Right to Amend. The
Corporation expressly reserves the right from time to time to
amend these By-laws, in the manner now or hereafter permitted by
the provisions of the Articles of Incorporation and these
By-laws, whether or not such amendment shall constitute or result
in a fundamental change in the purposes or structures of the
Corporation or in the rights or privileges of shareholders or
others or in any or all of the foregoing. All rights and
privileges of shareholders or others shall be subject to
this reservation. Wherever used in these By-laws with respect to
the By-laws, the word "amend," "amended," or "amendment" includes
and applies to the amendment, alteration, or repeal of any or all
provisions of the By-laws or the adoption of new By-laws. (As
amended 4/28/66.)
Section 7.02. Procedure to Amend. Any amendment to these
By-laws may be adopted at any meeting of the Board of Directors
by the affirmative vote of a majority of the number of Directors
fixed by Section 3.03. No notice of any proposed amendment to
the By-laws shall be required. (As amended 4/28/66.)