Exhibit 3(a)
BYLAWS AS AMENDED
OF
IES UTILITIES INC.
(Amended Through May 7, 1996)
ARTICLE I
OFFICES
SECTION 1.1. PRINCIPAL OFFICE. - The principal office shall
be established and maintained in the ie: Tower, 200 First Street,
S.E., in the City of Cedar Rapids, in the County of Linn, in the
State of Iowa.
SECTION 1.2. OTHER OFFICES. - The Corporation may have
other offices, either within or without the State of Iowa, at
such place or places as the Board of Directors may from time to
time appoint or the business of the Corporation may require. 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 identical with the principal office in
the State of Iowa, and the address of the registered office may
be changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. ANNUAL MEETING. - The annual meeting of
shareholders for the election of directors and the transaction of
other business shall be held, in each year, on the third Tuesday
in May at two o'clock in the afternoon (if such day is a holiday,
the annual meeting will be held at such time on the next
succeeding business day) or any other date specified by the Board
of Directors.
SECTION 2.2. PLACE OF SHAREHOLDERS' MEETING. - The annual
meeting or any special meeting of shareholders shall be held at
the principal office of the Corporation or any place, within the
State of Iowa, as shall be designated by the Board of Directors
and stated in the notice of the meeting.
SECTION 2.3. SPECIAL MEETINGS. - Special meetings of the
shareholders may be called by the Chairman of the Board, the
President, the Board of Directors, or the holders of not less
than ten percent of all the shares entitled to vote at the
meeting.
SECTION 2.4. NOTICE OF MEETINGS. - WAIVER. - 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
nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Board of
Directors, 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 the address appearing on the stock transfer books
of the Corporation, with postage thereon prepaid.
SECTION 2.5. CLOSING OF TRANSFER BOOKS; FIXING OF RECORD
DATE. - For the purpose of determining shareholders entitled to
notice of, or to vote at, any special meeting of shareholders, or
at any adjournment thereof, or shareholders 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, 60 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 10 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 not to be
more than 70 days, and in the case of a meeting of shareholders
not less than 10 days, prior to the date on which the particular
action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders, the date on
which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. 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.
SECTION 2.6. VOTING RECORD. - The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least 10 days prior to each meeting of
shareholders, a complete record 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 record 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 for a period of 10 days prior to such meeting. Such record
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 book shall be prima facie evidence of the identity of
the shareholders entitled to examine such record or transfer
books or to vote at any meeting of shareholders.
SECTION 2.7. QUORUM. - A majority of the outstanding shares
of the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment only if a quorum is
represented throughout.
SECTION 2.8. CONDUCT OF MEETING. - Meetings of the
shareholders shall be presided over by one of the following
officers in the order of seniority if present and acting - the
Chairman of the Board, the President, the Secretary, or if none
of the foregoing is in office and present and acting, by a
chairperson to be chosen by the shareholders. The Secretary of
the Corporation, or if absent, an Assistant Secretary, shall act
as secretary of the meeting, but if neither the Secretary nor an
Assistant Secretary is present, or if the Secretary is presiding
over the meeting and the Assistant Secretary is not present, the
Chairman of the meeting shall appoint a secretary of the meeting.
SECTION 2.9. PROXIES. - At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by a duly authorized attorney-in-fact. Such proxy
shall be filed with the Secretary of the Corporation before or at
the time of the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided
in the proxy.
SECTION 2.10. VOTING OF SHARES. - Each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
SECTION 2.11. VOTING OF SHARES BY CERTAIN HOLDERS. - Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws 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 such person, either in person or by
proxy, without a transfer of such shares into that person's name.
Shares standing in the name of a trustee may be voted by such
trustee, either in person or by proxy, without a transfer of such
shares into the trustee's name. The Corporation may request
evidence of such fiduciary status with respect to the vote,
consent, waiver, or proxy appointment.
Shares standing in the name of a receiver or trustee in
bankruptcy may be voted by such receiver or trustee, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer of the shares into such person's
name if authority so to do be contained in an appropriate order
of the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the
shares held in the name of a shareholder shall be entitled to
vote such shares. The Corporation may request evidence of such
signatory's authority to sign for the shareholder with respect to
the vote, consent, waiver, or proxy appointment.
Neither treasury shares nor shares held by another
corporation, if a majority of the shares entitled to vote for the
election of Directors of such other corporation is held by the
Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS. - The business and affairs of
the Corporation shall be managed by its Board of Directors.
SECTION 3.2. NUMBER, TENURE, QUALIFICATIONS AND REMOVAL. -
The number of Directors of the Corporation shall be twelve. Each
Director shall hold office until the next annual meeting of
shareholders and until the Director's successor shall have been
elected and qualified, unless removed at a meeting called
expressly for that purpose by a vote of a majority of the shares
then entitled to vote at an election of Directors. A Director
may only be removed upon a showing of cause. Directors need not
be residents of the State of Iowa or shareholders of the
Corporation. Not more than three Directors shall be officers or
employees of the Corporation or its subsidiaries. No person who
has reached the age of 70 years shall be eligible for election or
reelection to the Board of Directors.
SECTION 3.3. REGULAR MEETINGS. - An annual meeting of the
Board of Directors shall be held without other notice than this
Bylaw immediately after, and at the same place as, the annual
meeting of shareholders. Unless otherwise provided by resolution
of the Board of Directors, regular meetings of the Board of
Directors, additional to the annual meeting, shall be held on the
first Tuesday of February, May, and August, and on the first
Wednesday of November of each year, at the principal office or
any place within or without the State of Iowa as shall be
designated by the Board of Directors without notice other than
such resolution.
SECTION 3.4. SPECIAL MEETINGS. - Special meetings of the
Board of Directors may be called by or at the request of the
Chairman of the Board, President or any two Directors. The
person or persons authorized to call special meetings of the
Board of Directors may fix any place either within or without the
State of Iowa, whether in person or by telecommunications, as the
place for holding any special meeting of the Board of Directors
called by them.
SECTION 3.5. NOTICE. - Notice of any special meeting shall
be given at least three days prior to the meeting by written
notice delivered personally or mailed to each Director at the
Director's business address, by telegram, or orally by telephone.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage
prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting.
The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends
a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 3.6. QUORUM. - A majority of the number of
Directors fixed by Section 3.2 of this Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further
notice.
SECTION 3.7. MANNER OF ACTING. - The act of the majority of
the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. A Director shall be
considered present at a meeting of the Board of Directors or of a
committee designated by the Board if the Director participates in
such meeting by conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other.
SECTION 3.8. INFORMAL ACTION. Any action required or
permitted to be taken at any meeting of the Directors of the
Corporation or of any committee of the Board 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 or all of the
members of the committee of Directors, as the case may be. Such
consent shall have the same force and effect as a unanimous vote
at a meeting and shall be filed with the Secretary of the
Corporation to be included in the official records of the
Corporation.
SECTION 3.9. PRESUMPTION OF ASSENT. - A Director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless (a) the
Director objects at the beginning of the meeting or promptly upon
arrival to the holding of or transacting business at the meeting,
(b) the Director's dissent shall be entered in the minutes of the
meeting, or (c) the Director shall file a 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 3.10. VACANCIES. - Any vacancy occurring in the
board of Directors 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 of the Board of Directors.
Notwithstanding the foregoing, during the Five Year Period (as
such term is defined in the Agreement and Plan of Merger between
IE Industries Inc. and Iowa Southern Inc. dated February 27,
1991), if any of the Company Directors (as such term is defined
in the Agreement and Plan of Merger between IE Industries Inc.
and Iowa Southern Inc. dated February 27, 1991) are removed,
resign or cease to serve, unless a majority of the remaining
Company Directors elects not to fill such vacancy or vacancies,
then the vacancy or vacancies resulting therefrom will be filled
by a person selected by the Board of Directors; provided that
such person is acceptable to at least three of the remaining
Company Directors as evidenced by such Company Directors' votes
or written consents therefor. A Director so elected shall be
elected for the unexpired term of the vacant directorship or the
full term of such new directorship. Failure to attend three
consecutive regular meetings of the Board of Directors shall
disqualify a Director from further service as a Director during
the year in which the third delinquency occurs and shall make
such Director ineligible for re-election, unless such failure to
attend be determined by the affirmative vote of two-thirds of the
remaining Directors holding office to be due to circumstances
beyond the control of such Director. A resignation may be
tendered by any Director at any meeting of the shareholders or of
the Board of Directors, who shall at such meeting accept the
same.
SECTION 3.11. COMPENSATION. - The Directors may be paid
their expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or may receive a stated
salary as Director. No such payment shall preclude any Director
from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee
meetings.
SECTION 3.12. EXECUTIVE COMMITTEE. - The Board of Directors
shall, at each annual meeting thereof, appoint from its number an
Executive Committee of not less than three (3) nor more than five
(5) members, including the Chairman of the Board and the Chief
Executive Officer of the Corporation, to serve, subject to the
pleasure of the Board, for the year next ensuing and until their
successors are appointed by the Board. The Board of Directors at
such time shall also fix the compensation to be paid to the
members of the Executive Committee. No member of the Executive
Committee shall continue to be a member after ceasing to be a
Director of the Corporation. The Board of Directors shall have
the power at any time to increase or decrease the number of
members of the Executive Committee, to fill vacancies, to change
any member, and to change the functions or terminate the
Committee's existence.
SECTION 3.13. POWERS OF EXECUTIVE COMMITTEE. - The Execu
tive Committee appointed by the Board of Directors as above
provided shall possess all the power and authority of the Board
of Directors when said Board is not in session, but the Executive
Committee shall not have the power to: (1) declare dividends or
distributions, (2) approve or recommend directly to the
shareholders actions required by law to be approved by
shareholders, (3) fill vacancies on the Board of Directors or
designate directors for purposes of proxy solicitation, (4) amend
the Articles, (5) adopt, amend, or repeal Bylaws, (6) approve a
plan of merger not requiring shareholders approval, (7) authorize
reacquisition of shares unless pursuant to a method specified by
the Board, or (8) authorize the sale or issuance of shares or
designate the terms of a series of a class of shares, except
pursuant to a method specified by the Board, to the extent
permitted by law.
SECTION 3.14. PROCEDURE: MEETINGS: QUORUM. - Regular
meetings of the Executive Committee may be held at least once in
each month on such day as the Committee shall elect and special
meetings may be held at such other times as the Chairman of the
Board, the President, or any two members of the Executive
Committee may designate. Notice of special meetings of the
Executive Committee shall be given by letter, telegram, or cable
delivered for transmission not later than during the second day
immediately preceding the day for such meeting or by word of
mouth or telephone not later than the day immediately preceding
the date for such meeting. No such notice need state the
business to be transacted at the meeting. No notice need be
given of an adjourned meeting. The Executive Committee may fix
its own rules of procedure. It shall keep a record of its
proceedings and shall report these proceedings to the Board of
Directors at the regular meeting thereof held next after the
meeting of the Executive Committee. Attendance at any meeting of
the Executive Committee at a special meeting shall constitute a
waiver of notice of such special meeting.
At its last meeting preceding the annual meeting of the
Board of Directors, the Executive Committee shall make to the
Board its recommendation of officers of the Corporation to be
elected by the Board for the ensuing year.
The Chairman of the Board shall act as Chairman at all
meetings of the Executive Committee, and if the Chairman is
absent, the President shall act as such Chairman. The Secretary
of the Corporation shall act as Secretary of the meeting. In
case of the absence from any meeting of the Executive Committee
of the Chairman of the Board and the President, or the Secretary
of the Corporation, the Executive Committee shall appoint a
chairman or secretary, as the case may be, of the meeting. The
Executive Committee may hold its meetings within or without the
State of Iowa, as it may from time to time by resolution
determine. A majority of the Executive Committee shall be
necessary to constitute a quorum for the transaction of any
business, and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the
Executive Committee. The members of the Executive Committee
shall act only as a committee, and the individual members shall
have no power as such.
SECTION 3.15. OTHER COMMITTEES. - The Board of Directors
may appoint by resolution adopted by a majority of the full Board
of Directors from among its members, other committees, temporary
or permanent, and, to the extent permitted by law and these
Bylaws, may designate the duties, powers, and authorities of such
committees subject to the same restriction of powers as provided
in Section 3.13.
ARTICLE IV
OFFICERS
SECTION 4.1. OFFICERS. - The officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers, including vice presidents,
general counsel and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two
or more of the offices may be held by the same person if so
decided by the Board of Directors.
SECTION 4.2. ELECTION AND TERM OF OFFICE. - The officers of
the Corporation to be elected by the Board of Directors shall be
elected annually by the Board at its annual meeting held after
each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall
be held as soon thereafter as may be convenient. A vacancy in
any office for any reason may be filled by the Board of Directors
for the unexpired portion of the term.
SECTION 4.3. REMOVAL OF OFFICERS. - Any officer 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 shall not of itself create contract rights.
SECTION 4.4. CHAIRMAN OF THE BOARD. - The Chairman of the
Board shall be the Chief Executive Officer and Chief Operating
Officer of the Corporation, shall preside at all meetings of the
Board of Directors, and shall be a member of the Executive
Committee. The Chairman of the Board shall have general
supervision of and be accountable for the control of the
Corporation's business affairs, properties and management
subject, however, to the control of the Board of Directors and
the Executive Committee. The Chairman of the Board shall see
that all resolutions and orders of the Board of Directors or
Executive Committee are carried into effect and shall exercise
such other powers and perform such other duties as may be
delegated by the Board of Directors and the Executive Committee.
SECTION 4.5. PRESIDENT. - The President shall have such
powers and perform such duties as the Chairman of the Board, the
Board of Directors or the Executive Committee may from time to
time prescribe or delegate.
SECTION 4.6. VICE-PRESIDENTS. - A Vice President (if one or
more be elected or appointed) shall have such powers and perform
such duties as the Board of Directors may from time to time pre
scribe or as the Chairman of the Board or the President may from
time to time delegate.
SECTION 4.7. TREASURER. - The Treasurer shall have the
custody of the funds and securities of the Corporation. Whenever
necessary or proper, the Treasurer shall (1) endorse, on behalf
of the Corporation, checks, notes or other obligations and
deposit the same to the credit of the Corporation in such bank or
banks or depositories as the Board of Directors may designate;
(2) sign receipts or vouchers for payments made to the
Corporation which shall also be signed by such other officer as
may be designated by the Board of Directors; (3) disburse the
funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements; and (4) render to the
Board of Directors, the Executive Committee, the Chairman of the
Board and the President at the regular meetings of the Board or
Executive Committee, or whenever any of them may require it, an
account of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the
Corporation a bond with one or more sureties satisfactory to the
board, for the faithful performance of the duties of this office,
and for the restoration to the Corporation, in case of death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
possession or under control of the Treasurer.
SECTION 4.8. SECRETARY. - The Secretary shall record the
votes and proceedings of the Shareholders, the Board of Directors
and the Executive Committee in a book or books kept for that
purpose, and shall serve notices of and attend all meetings of
the Directors, the Executive Committee and shareholders. In the
absence of the Secretary or an Assistant Secretary from any
meeting of the Board of Directors, the proceedings of such
meeting shall be recorded by such other person as may be
appointed for that purpose.
The Secretary shall keep in safe custody the seal of the
Corporation, and duplicates, if any, and when requested by the
Board of Directors, or when any instrument shall have been first
signed by the Chairman of the Board, the President or a Vice
President duly authorized to sign the same, or when necessary to
attest any proceedings of the shareholders or directors, shall
affix it to any instrument requiring the same, and shall attest
the same. The Secretary shall, with the Chairman of the Board or
the President, sign certificates of stock of the Corporation and
affix a seal of the Corporation or cause such seal to be
imprinted or engraved thereon, subject, however, to the
provisions providing for the use of facsimile signatures on stock
certificates under certain conditions. The Secretary shall have
charge of such books and papers as properly belong to such
office, or as may be committed to the Secretary's care by the
Board of Directors or by the Executive Committee, and shall
perform such other duties as pertain to such office, or as may be
required by the Board of Directors, the Executive Committee or
the Chairman of the Board.
SECTION 4.9. ASSISTANT TREASURERS. - Each Assistant
Treasurer (if one or more Assistant Treasurers be elected or
appointed) shall assist the Treasurer and shall perform such
other duties as the Board of Directors may from time to time
prescribe or the Chairman of the Board or the President may from
time to time delegate. At the request of the Treasurer, any
Assistant Treasurer may perform temporarily the duties of
Treasurer in the case of the Treasurer's absence or inability to
act. In the case of the death of the Treasurer, or in the case
of absence or inability to act without having designated an
Assistant Treasurer to perform temporarily the duties of
Treasurer, an Assistant Treasurer shall be designated by the
Chairman of the Board or the President to perform the duties of
the Treasurer. Each Assistant Treasurer shall, if required by
the Board of Directors, give the Corporation a bond with such
surety or sureties as may be ordered by the Board of Directors,
for the faithful performance of the duties of such office and for
the restoration to the Corporation, in case of death, resigna
tion, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind belonging to
the Corporation in the possession or under control of such
Assistant Treasurer.
SECTION 4.10. ASSISTANT SECRETARIES. - Each Assistant
Secretary (if one or more Assistant secretaries be elected or
appointed) shall assist the Secretary and shall perform such
other duties as the Board of Directors may from time to time
prescribe or the Chairman of the Board or the President may from
time to time delegate. At the request of the Secretary, any
Assistant Secretary may perform temporarily the duties of
Secretary in the case of the Secretary's absence or inability to
act. In the case of the death of the Secretary, or in the case
of absence or inability to act without having designated an
Assistant Secretary to perform temporarily the duties of
Secretary, the Assistant Secretary to perform the duties of the
Secretary shall be designated by the Chairman of the Board or the
President.
SECTION 4.11. GENERAL COUNSEL. - The General Counsel shall
be responsible for the management of the Legal Department in its
support of all other operations of the Corporation including
management guidance to assure responsible decisions, information
for all employees concerning the legal and judicial environment
and recommended changes of law as deemed advisable. In addition,
the General Counsel shall be responsible for the coordination of
outside counsel activities in all instances as well as the
prosecution of charges against the Corporation or other judicial
or regulatory activities. This shall include full information
for the management and employees of judicial, regulatory or other
administrative body rulings and their impact on the Corporation.
The duties shall include approval of all legal and contractual
documents of the Corporation, prior to their authorization, and
full support to various departments to assist in the development
of these documents. The General Counsel shall perform such other
duties as may be assigned from time to time by the Board of
Directors, the Executive Committee, the Chairman of the Board or
the President.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 5.1. CERTIFICATES FOR SHARES. - Each certificate
representing shares of the Corporation shall state upon the face
(a) that the Corporation is organized under the laws of the State
of Iowa, (b) the name of the person to whom issued, (c) the
number and class of shares, and the designation of the series, if
any, which such certificate represents, and (d) the par value of
each share, if any, and each such certificate shall otherwise be
in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board or
the President and by the Secretary or an Assistant Secretary and
shall be sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be
facsimiles. If a certificate is countersigned by a transfer
agent, or registered by a registrar, the signatures of the
persons signing for such transfer agent or registrar also may be
facsimiles. In case any officer or other authorized person who
has signed or whose facsimile signature has been placed upon such
certificate for the Corporation shall have ceased to be such
officer or employee or agent before such certificate is issued,
it may be issued by the Corporation with the same effect as if
such person were an officer or employee or agent at the date of
its issue. Each certificate for shares shall be consecutively
numbered or otherwise identified.
All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
SECTION 5.2. TRANSFER OF SHARES. - Transfer of shares of
the Corporation shall be made only on the stock transfer books of
the Corporation by the holder of record thereof or by such
person's legal representative, who shall furnish proper evidence
of authority to transfer, or authorized attorney, by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the
certificate for such shares.
Subject to the provisions of Section 2.11 of Article II of
these Bylaws, the person in whose name shares stand on the books
of the Corporation shall be treated by the Corporation as the
owner thereof for all purposes, including all rights deriving
from such shares, and the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares, on the part of any
other person, including (without limitation) a purchaser,
assignee or transferee of such shares, or rights deriving from
such shares, unless and until such purchaser, assignee,
transferee or other person becomes the record holder of such
shares, whether or not the Corporation shall have either actual
or constructive notice of the interest of such purchaser,
assignee, transferee or other person. Except as provided in said
Section 2.11 hereof, no such purchaser, assignee, transferee or
other person shall be entitled to receive notice of the meetings
of shareholders, to vote at such meetings, to examine the
complete record of the shareholders entitled to vote at meetings,
or to own, enjoy or exercise any other property or rights
deriving from such shares against the Corporation, until such
purchaser, assignee, transferee or other person has become the
record holder of such shares.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. INDEMNIFICATION. - The Corporation shall
indemnify its directors, officers, employees and agents to the
full extent permitted by the Iowa Business Corporation Act, as
amended from time to time. The Corporation shall purchase and
maintain insurance on behalf of any person who 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, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability
asserted against and incurred by such person in any such capacity
or arising out of such person's status as such, whether or not
the Corporation would have the power to indemnify such person
against such liability under the provisions of this section.
SECTION 6.2. FISCAL YEAR. - The fiscal year of the
Corporation shall be the calendar year.
SECTION 6.3. SEAL. - The corporate seal shall be circular
in form and shall have inscribed thereon the name of the
Corporation and the words "CORPORATE SEAL IOWA". Said seal may
be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
SECTION 6.4. CONTRACTS, CHECKS, DRAFTS, LOANS AND DEPOSITS.
- - All contracts, checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner
as shall from time to time be determined by resolution of the
Board of Directors. The Board may authorize by resolution any
officer or officers to enter into and execute any contract or
instrument of indebtedness in the name of the Corporation; and
such authority may be general or confined to specific instances.
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks or other depositories as the Board of Directors may
authorize.
SECTION 6.5. DIVIDENDS. - Subject to the provisions of the
Articles of Incorporation, the Board of Directors may, at any
regular or special meeting, declare dividends upon the capital
stock of the Corporation payable out of surplus (whether earned
or paid-in) or profits as and when they deem expedient. Before
declaring any dividend there may be set apart out of surplus or
profits such sum or sums as the directors from time to time in
their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for such other purposes as the
directors shall deem conducive to the interests of the
Corporation.
SECTION 6.6. WAIVER OF NOTICE. - Whenever any notice is
required to be given to any shareholder or Director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the Iowa Business Corporation Act, a waiver thereof
in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
SECTION 6.7. VOTING OF SHARES OWNED BY THE CORPORATION. -
Subject always to the specific directions of the Board of
Directors, any share or shares of stock issued by any other
corporation and owned or controlled by the Corporation may be
voted at any shareholders' meeting of such other corporation by
the President of the Corporation if present, or if absent by any
other officer of the Corporation who may be present. Whenever,
in the judgment of the President, or if absent, of any officer,
it is desirable for the Corporation to execute a proxy or give a
shareholders' consent in respect to any share or shares of stock
issued by any other corporation and owned by the Corporation,
such proxy or consent shall be executed in the name of the
Corporation by the President or one of the officers of the
Corporation and shall be attested by the Secretary or an
Assistant Secretary of the Corporation without necessity of any
authorization by the Board of Directors. Any person or persons
designated in the manner above stated as the proxy or proxies of
the Corporation shall have full right, power and authority to
vote the share or shares of stock issued by such other
corporation and owned by the Corporation in the same manner as
such share or shares might be voted by the Corporation.
SECTION 6.8. AMENDMENTS. - These Bylaws may be altered,
amended or repealed and new Bylaws may be adopted by the Board of
Directors at any regular or special meeting of the Board of
Directors.