Exhibit 3
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BYLAWS
OF
MEREDITH CORPORATION
Effective
July 1, 1994
ARTICLE I. OFFICES
The principal office of the corporation in the State of Iowa shall be located
in the City of Des Moines, County of Polk, or as otherwise or more particularly
identified in the most recently filed (at any time), annual report of the
corporation on file with the Iowa Secretary of State.
ARTICLE II. SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the second Monday in the month of November in each year, at the hour of
10:00 A.M., at the principal office of the corporation or at such other place
as is stated in the notice of the meeting, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday,
such meeting shall be held on the next succeeding business day.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, may be called by the Chairman of the Board, the President,
the Secretary, or the Board of Directors. The holders of shares having not
less than one-tenth of the voting power of the corporation may demand in
writing stating the purpose or purposes, and signed, dated and delivered to the
Secretary of the corporation, that a special meeting of the shareholders be
held. The time, date and place of any such special meeting shall be determined
by the Board of Directors or at its direction, by the Chairman.
Section 3. PLACE OF SHAREHOLDERS' MEETING. The Board of Directors may
designate any place, either within or without the State of Iowa as the place of
meeting for any annual meeting or for any special meeting of shareholders. If
no designation is made the place of meeting shall be the principal office of
the corporation in the State of Iowa.
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Section 4. NOTICE OF MEETING. 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, nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
President, the Secretary, or 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 as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
Section 5. 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 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 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 ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no
record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the day before the first date on which notice of the
meeting is mailed or the day before 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. In order to
determine the shareholders entitled to demand a special meeting, the record
date shall be the sixtieth day preceding the date of receipt by the corporation
of written demands sufficient to require the calling of such meeting, unless
otherwise fixed by the Board of Directors. 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, unless the Board of Directors selects a new record date or unless a
new record date is required by law.
Section 6. VOTING LISTS. After the record date for a meeting has been fixed,
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 by voting group and within each
voting group, in alphabetical order, with the address of and the number and
class of shares held by each, which list, for a period beginning two business
days after notice of the meeting was first given for which the list was
prepared and continuing through the meeting, shall be kept on file at the
principal office of the corporation or at the place identified in the meeting
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notice in the city where the meeting will be held. The list 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 list furnished to the corporation by its stock transfer
agent 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.
Section 7. QUORUM. At any meeting of the shareholders, a majority of the
votes entitled to be cast on the matter by a voting group constitutes a quorum
of that voting group for action on that matter, unless the representation of a
different number is required by law, and in that case, the representation of
the number so required shall constitute a quorum. If a quorum shall fail to
attend any meeting, the chairman of the meeting or a majority of the votes
present may adjourn the meeting to another place, date or time. When a meeting
is adjourned to another place, date or time, notice need not be given of the
adjourned meeting if the place, date and time thereof are announced at the
meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than one hundred twenty (120) days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, notice of the place, date and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
Section 8. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by the shareholder's 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. No holder of any share of any class of stock of the corporation
shall sell the vote pertaining to such share or issue a proxy to vote such
share in consideration of any sum of money or anything of value.
Section 9. VOTING OF SHARES. Each outstanding share entitled to vote shall be
entitled to vote as follows:
(a) At each annual or special meeting of shareholders, each holder of
common stock shall be entitled to one [1] vote in person or by proxy for
each share of common stock standing in the holder's name on the stock
transfer records of the corporation, and (except as provided in
subsection [b] of this Section 9) each holder of class B stock shall be
entitled to ten [10] votes in person or by proxy for each share of class B
stock standing in the holder's name on the stock transfer records of the
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corporation. Except as required pursuant to the Business Corporation Act
of the State of Iowa, all actions submitted to a vote of shareholders
shall be voted on by the holders of common stock and class B stock voting
together as a single class.
b) Notwithstanding subsection [a] of this Section 9, each holder of class
B stock shall be entitled to only one [1] vote, in person or by proxy, for
each share of class B stock standing in the holder's name on the stock
transfer records of the corporation with respect to the following matters:
(i) The removal of any director of the corporation pursuant to Article IV
of the Articles of Incorporation;
(ii) Any amendment to the Articles of Incorporation which would permit
the holders of stock of the corporation to amend, alter, change or repeal
the Bylaws or any part thereof, pursuant to Article V of the Articles of
Incorporation; and
(iii) Any repeal or amendment of Article IV or Article VI of the Articles
of Incorporation.
Section 10. 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, either in person or by proxy, without a transfer of such shares. Shares
standing in the name of a trustee may be voted by the trustee, either in person
or by proxy, but no trustee shall be entitled to vote shares so held without a
transfer of such shares into the name of the trustee.
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 if authority so to do 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.
Neither treasury shares nor, absent special circumstances, 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.
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Section 11. VOTING BY BALLOT. Voting by shareholders on any question or in
any election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
ARTICLE III. BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation shall
be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. Within the limits set forth in
Article IV of the Articles of Incorporation, the number of directors of the
corporation shall be as fixed from time to time by resolution of the Board of
Directors. The directors shall be divided into classes, and hold office for
the terms as provided in Article IV of the Articles of Incorporation.
Directors need not be residents of the State of Iowa or shareholders of the
corporation.
Section 3. REGULAR MEETINGS. A regular 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. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Iowa, for the holding of additional regular meetings without other
notice than such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, the President,
Secretary 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, as the place for holding any special meeting of the
Board of Directors called by them.
Section 5. NOTICE. Notice of any special meeting of the Board of Directors
shall be given at least two days previously thereto by written notice delivered
personally or mailed to each director at the director's business address, or by
telephone, cable, telefax, wireless or telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon 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.
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Section 6. QUORUM. A majority of the number of directors fixed pursuant to
Section 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 7. MANNER OF ACTING. Except as otherwise specified in these Bylaws,
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.
Section 8. VACANCIES. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall be elected for a term which shall expire at the next election of
directors by the shareholders. A director elected by the shareholders to fill
a vacancy shall be elected for the unexpired term of the director last elected
by the shareholders with respect to the position being filled. Any
directorship to be filled by reason of any increase in the number of directors
by not more than thirty percent (30%) of the number of directors last approved
by the shareholders, may be filled by the Board of Directors for a term of
office continuing only until the next election of directors by the
shareholders.
Section 9. COMPENSATION. By resolution of the Board of Directors, those
directors who are not at the time active employees of the corporation may be
paid an annual retainer and a fixed sum for attendance at each meeting of the
Board of Directors. All directors may be reimbursed for expenses incurred in
connection with their services. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
Section 10. 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
the director's dissent shall be entered in the minutes of the meeting or unless
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 11. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at
a meeting of the directors, or any other action which may be taken at a meeting
of the 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
entitled to vote with respect to the subject matter thereof.
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Section 12. EXECUTIVE COMMITTEE. An Executive Committee consisting of two or
more members of the Board of Directors may be designated by the Board of
Directors at the time of the annual meeting or at such other time as the Board
of Directors may determine. The chairman of said committee shall be the person
elected by the Board of Directors to the office of Chairman of the Executive
Committee, and such officer shall be designated a member of said committee. If
an Executive Committee is designated, it shall, during the intervals between
the meetings of the Board of Directors and so far as it lawfully may, possess
and exercise all of the authority of the Board of Directors in the management
of the business of the corporation, in all cases in which specific directions
shall not have been given by the Board of Directors, provided that
notwithstanding the foregoing, the Executive Committee shall not have
authority:
(1) to authorize dividends or other distributions;
(2) to approve or propose to shareholders actions or proposals required
by the Iowa Business Corporation Act to be approved by shareholders;
(3) to fill vacancies on the Board of Directors or any committee thereof;
(4) to amend the Articles of Incorporation of the corporation;
(5) to adopt, amend or repeal Bylaws;
(6) to approve a plan of merger not requiring shareholder approval;
(7) to authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors;
(8) to authorize or approve the issuance or sale of, or any contract for
sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares; except
that the Board of Directors may authorize a committee or senior
officer to do so within limits specifically prescribed by the Board
of Directors; or
(9) to remove the Chairman of the Board, Chairman of the Executive
Committee or the President, or to appoint any person to fill a
vacancy in any such office.
The Executive Committee shall also act as a nominating committee to propose and
recommend to the Board of Directors nominees for election as directors.
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Section 13. FINANCE COMMITTEE. A Finance Committee consisting of two or more
members of the Board of Directors may be designated by the Board of Directors
at the time of the annual meeting or at such time as the Board of Directors may
determine. If a Finance Committee is designated, said committee's duties shall
be to:
(1) review corporate financial policies and procedures and make
recommendations to the Board of Directors or the Executive Committee
in regard thereto;
(2) provide financial advice and counsel to management;
(3) formulate dividend policy and make recommendations to the Board of
Directors in regard thereto;
(4) make provisions for the appointment of depositories of funds of the
corporation and the specification of conditions of deposit and
withdrawal of said funds;
(5) review specific corporate financing plans and advise the Board of
Directors or Executive Committee in regard thereto;
(6) supervise corporate investment portfolios;
(7) give consideration and approval or disapproval of capital expenditure
requests by management within limits established by the Board of
Directors; and
(8) review annual operating budgets and advise the Board of Directors or
Executive Committee regarding the financial implications thereof.
Section 14. COMPENSATION COMMITTEE. A Compensation Committee consisting of
two or more members of the Board of Directors may be designated by the Board of
Directors at the time of the annual meeting, or at such other time as the Board
of Directors may determine. If a Compensation Committee is designated, said
committee's duties shall be to:
(1) review and approve changes in corporate officers' salaries;
(2) review and approve salary administration plans and changes therein
which are recommended by management for adoption by the corporation
or product divisions thereof;
(3) annually review the corporation's salary administration programs and
make changes therein as may be required;
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(4) approve prior to adoption any management incentive, bonus or stock
plans, or agreements, and administer and supervise such plans as the
language thereof may require;
(5) review all employee benefit plans, including the levels and types of
benefits provided thereunder, and review and consider any recommenda-
tions received from the Pension Committee with respect to pension
plans; and
(6) recommend to the Board of Directors the appointment of such
management personnel or committees as it deems desirable for the
administration, detailed study, or recommendation of possible changes
in employee benefit plans.
Section 15. AUDIT COMMITTEE. An Audit Committee consisting of two or more
members of the Board of Directors shall be designated by the Board of Directors
at the time of the annual meeting, or at such other time as the board may
determine. The duties of said committee shall be to:
(1) meet prior to the start of any audit by outside auditors and review
the scope of the audit to be performed;
(2) meet prior to the publication of the annual report and review results
of the audit for the year;
(3) meet with and determine the responsibilities and scope of the
internal audit department; and
(4) carry on such other activities so as to give additional assurance
regarding the degree of financial information used by the Board of
Directors in making decisions and the degree of financial information
distributed to outsiders.
Section 16. PENSION COMMITTEE. A Pension Committee consisting of two or more
members of the Board of Directors may be designated by the Board of Directors
at the time of the annual meeting or at such time as the Board of Directors may
determine. If a Pension Committee is designated, said committee's duties shall
be to:
(1) review the corporation's pension plans and amendments thereto and
recommend their approval by the Board of Directors;
(2) review the levels and types of benefits provided under the pension
plans and other features thereof, including eligibility, vesting and
the form of payment of benefits, and make recommendations to the
Compensation Committee in regard thereto; and
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(3) recommend to the Board of Directors investment objectives for all
employee pension funds, review the investment performance of such
funds and recommend revision of the objectives as may be required;
and
(4) recommend to the Board of Directors the appointment of such
management personnel or committees as it deems desirable for the
administration, detailed study, or recommendation of possible changes
in the corporation's pension plans.
Section 17. LEGAL AFFAIRS COMMITTEE. A Legal Affairs Committee consisting of
two or more members of the Board of Directors may be designated by the Board of
Directors at the time of the annual meeting, or such other time as the board
may determine. If a Legal Affairs Committee is designated, said committee's
duties shall be to:
1. review the structure, functions and personnel of the corporation's
internal legal staff;
2. review the procedures established for the engagement of outside
counsel and the monitoring of their activities;
3. meet with the general counsel of the corporation, and outside counsel
engaged by the corporation, to review all significant threatened,
pending and settled litigation involving the corporation; including
the impact, or potential impact, of such matters upon the policies,
planning, operations or finances of the corporation;
4. receive reports from the general counsel and outside counsel, as to
changes in the law which have or could have an effect upon the
corporation or its policies, planning, operations or finances, and
assist in the development of strategies in response thereto; and
5. inquire into the existence, and encourage the development, of
practices and procedures, including legal audits, which could benefit
the corporation in avoiding litigation or other legal problems.
Section 18. COMMITTEE PROCEDURES. The chairman of each committee, other than
the Executive Committee, shall be selected by the Board of Directors or by the
Executive Committee. In the absence of the chairman of any committee, a
temporary chairman may be appointed from among the members of the committee.
Each committee shall keep minutes of the proceedings of its meetings which
shall be submitted to the Board of Directors at the next meeting of the Board
of Directors. A majority of members of any committee shall constitute a quorum
for the transaction of business. Meetings of any committee shall be called
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upon the request of any member of the committee or the Chairman of the Board or
the Secretary, and notice of such meetings shall in each instance be given to
each member of the committee at least twenty-four hours before the meeting
either orally or in writing. A fixed sum and expenses of attendance, if any,
may be allowed and paid for attendance at each meeting of any committee, the
amount of such sum to be designated by the Board of Directors. Each director
serving on a committee shall hold such office until the annual meeting held
next after such director's designation, or until such director's successor
shall have been designated.
ARTICLE IV. OFFICERS
Section 1. NUMBER. The officers of the corporation shall be a Chairman of the
Board, a Chairman of the Executive Committee, a President who, unless otherwise
determined by the Board, shall be the Chief Executive Officer of the
corporation, and the Chief Operating Officer of the corporation), one or more
Group Presidents, one or more Executive Vice Presidents, one or more Senior
Vice Presidents or one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary, a Treasurer, and a
Controller, and such other officers as the Board of Directors may from time to
time designate by resolution, each of whom shall be elected by the Board of
Directors. Any two or more offices may be held by the same person. In its
discretion, the Board of Directors may delegate the powers or duties of any
officer to any other officer or agents, notwithstanding any provision of these
Bylaws, and the Board of Directors may leave unfilled for any such period as it
may fix, any office except those of Chairman of the Board, President, Vice
President-Finance and Secretary.
Section 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 of
Directors at the first meeting of the Board of Directors 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 conveniently
may be. Each officer shall hold office until such officer's successor shall
have been duly elected or until death or until such officer shall resign or
shall have been removed in the manner hereinafter provided.
Section 3. REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Any officer or agent elected by the Board of Directors except the
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Chairman of the Board, Chairman of the Executive Committee and President, may
be removed by the Executive Committee. Any officer or agent elected by the
Board of Directors except the Chairman of the Board and the Chairman of the
Executive Committee may be removed by the President.
Section 4. VACANCIES. A vacancy in the office of Chairman of the Board,
Chairman of the Executive Committee or President because of death, resignation,
removal, disqualification or otherwise, may be filled only by the Board of
Directors for the unexpired portion of the term. A vacancy in any other office
may be filled either by the Executive Committee or by the Chairman of the Board
or, after consultation with the Chairman of the Board, by the President .
Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the Chief
Executive Officer of the corporation and shall in general supervise and control
all of the business, policies and affairs of the corporation and all other
officers of the corporation. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors and shall be a
member of the Executive Committee. The Chairman of the Board shall perform
such other duties as may be prescribed by the Board of Directors from time to
time and shall have the general powers and duties usually vested in the Chief
Executive Officer of a corporation.
Section 6. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the Executive
Committee shall be a member of that committee and preside at all of its
meetings, and in the absence of the Chairman of the Board, shall preside at all
meetings of the shareholders and the Board of Directors. The Chairman of the
Executive Committee shall perform such other duties as from time to time may be
assigned by the Board of Directors.
Section 7. PRESIDENT. The President shall be the Chief Operating Officer of
the corporation and shall have the management of and exercise general
supervision over its operating groups and all its Group Presidents. In the
absence of the Chairman of the Board, the President shall preside at meetings
of the shareholders and of the Board of Directors. The President shall perform
such other duties as may be prescribed by the Board of Directors or the
Chairman of the Board from time to time and shall have the general powers and
duties usually vested in the Chief Operating Officer of a corporation.
Section 8. GROUP PRESIDENTS. Each Group President, within the limitations
placed by the policies adopted by the Board of Directors, or the Chairman of
the Board, and or the President, shall be a corporate officer and shall be the
Chief Operating Officer of the operating group assigned and shall in general
supervise and control such business and affairs of the group and operations
assigned thereto and perform such other duties as may be prescribed from time
to time by the Board of Directors, the Chairman of the Board and the President.
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Section 9. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE
PRESIDENTS. Each corporate Executive Vice President, Senior Vice President or
Vice President shall perform such duties as may be assigned by the Board of
Directors, or the Chairman of the Board or the President. An Executive Vice
President, Senior Vice President or Vice President may be assigned the
operating authority for managing one or more operating units or service
operations of the company as established by the Board of Directors. Upon
assignment by the Board of Directors of operating authority for an operation or
service unit, such Executive Vice President, Senior Vice President or Vice
President shall in general supervise and control all of the business and
affairs of such operation or service unit, subject only to such supervision and
direction as the Board of Directors, the Chairman of the Board or the President
may provide. Each Executive Vice President, Senior Vice President and Vice
President shall be authorized to sign contracts and other documents related to
the corporation or to the operations under such officer's supervision and
control.
Section 10. VICE PRESIDENT-FINANCE. The Vice President-Finance shall be the
principal and chief accounting and principal and chief finance officer of the
corporation. In that capacity, the Vice President-Finance shall keep and
maintain, or cause to be kept and maintained accurate, correct books and
records of accounts of the properties and business transactions of the
corporation, including accounts of the assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The Vice
President-Finance shall deposit all monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the Board of Directors or by the Finance Committee appointed by the Board of
Directors. The Vice President-Finance shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
Chairman of the Board, or President and or the Board of Directors, upon their
request, an account of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be prescribed from
time to time by the Board of Directors, or the Chairman of the Board or the
President.
Section 11. THE SECRETARY. The Secretary shall: (a) keep the minutes of the
shareholders, Board of Directors, and committees of the board meetings in one
or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation
and see that the seal of the corporation is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder, unless such
register is maintained by the transfer agent or registrar of the corporation;
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(e) have general charge of the stock transfer books of the corporation; and (f)
in general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned by the Board of Directors, or
the Chairman of the Board or the President.
Section 12. THE TREASURER. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; receive
and give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; (b) be responsible for
filing all required tax returns, and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned by the Board of Directors, or the Chairman of the Board, or the
President or the Vice President-Finance.
Section 13. THE CONTROLLER. The Controller shall maintain adequate records
showing the financial condition of the corporation and the results of its
operations by established accounting periods, and see that adequate audits
thereof are regularly and currently made. The Controller shall perform such
other duties as from time to time may be assigned by the Board of Directors, or
the Chairman of the Board, or the President or the Vice President-Finance.
Section 14. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
Chairman of the Board or the President or a Vice President certificates for
shares of the corporation, the issuance of which shall have been authorized by
a resolution of the Board of Directors. The Assistant Secretaries, in general,
shall perform such duties as shall be assigned to them by the Secretary, or by
the Chairman of the Board, the President, or the Board of Directors. The
Assistant Treasurers, in general, shall perform such duties as shall be
assigned to them by the Treasurer or by the Chairman of the Board, or the
President, or the Board of Directors or the Vice President-Finance.
Section 15. OTHER ASSISTANT AND ACTING OFFICERS. The Board of Directors or
the Chairman of the Board or, after consultation with the Chairman of the
Board, the President shall have the power to appoint any person to act as
assistant to any officer, or to perform the duties of such officer whenever for
any reason it is impracticable for such officer to act personally, and such
assistant or acting officer so appointed by the Chairman of the Board, the
Board of Directors or, after consultation with the Chairman of the Board, by
the President, shall have the power to perform all the duties of the office to
which the person is so appointed to be assistant, or as to which the person is
so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors.
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Section 16. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors or by such committee or superior officer as
may be designated by the Board of Directors, and no officer shall be prevented
from receiving such salary by reason of also being a director of the
corporation.
ARTICLE V. GROUPS AND STAFF
Section 1. ESTABLISHMENT OF GROUPS. The Board of Directors, the Chairman of
the Board or, after consultation with the Chairman of the Board, the President,
may cause the business to be divided into one or more groups, based upon
product manufactured, geographical territory, character and type of operations,
or upon such other basis as the Board of Directors, or the Chairman of the
Board, or, after consultation with the Chairman of the Board, the President,
may from time to time determine to be advisable. The groups shall operate
under the authority and direction of a Group President and may operate under
trade names approved for such purpose as may be authorized by the Board of
Directors, or the Chairman of the Board, or the President.
Section 2. GROUP OFFICERS. The Group President of a group may appoint any
number of group officers (who shall not, by virtue of such appointment, be
corporate officers), and may remove any such group officer. Such officers
shall have such authority as may from time to time be assigned by the Group
President.
Section 3. STAFF OFFICERS. The Chairman of the Board or, after consultation
with the Chairman of the Board, the President may appoint any number of staff
officers (who shall not, by virtue of such appointment, be corporate officers),
and may remove any such staff officer as the Chairman of the Board or, after
consultation with the Chairman of the Board, the President, may deem
appropriate from time to time. Such officers shall have such authority as may
from time to time be assigned by the Chairman of the Board or the President.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Chairman of the Board, the Chairman of the
Executive Committee or the President may at any time execute and deliver any
deeds, mortgages or bonds which the Board of Directors has authorized to be
executed and delivered and may at any time execute and deliver any lease, bid,
application, note, guarantee, consent, election, notice or other contract,
document or instrument as may be required in the ordinary course and scope of
the business of the corporation or as may be specifically authorized by the
Board of Directors. The Chairman of the Board or the President may in writing
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delegate the foregoing authority, and may delegate authority to redelegate such
authority, to any other officer or officers, agent or agents, or other persons
and the authority so delegated may be general or confined to specific
instances. The Board of Directors may authorize any other officer or officers,
agent or agents or other persons to execute and deliver any other contracts,
documents or instruments and such authority may be general or confined to
specific instances.
Section 2. 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 a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 3. EVIDENCES OF INDEBTEDNESS. All 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.
Section 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors or the
Finance Committee, or committees or officers to whom the Board of Directors or
the Finance Committee have delegated such authority may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES. Certificates for shares of capital stock
of the corporation shall be in such form as shall be determined by the Board of
Directors. They shall be issued in consecutive order and shall be numbered in
the order of their issue and shall be signed by the Chairman of the Board or
the President or a Vice President and the Secretary or an Assistant Secretary,
provided, however, that if any stock certificate is countersigned by a transfer
agent, other than the corporation or its employee, or by a registrar, other
than the corporation or its employee, any other signature, including that of
any such officer, on such certificate may be a facsimile, engraved, stamped or
printed. In case any officer or agent who has signed or whose facsimile
signature shall be used on any stock certificate shall cease to be such officer
or agent of the corporation because of death, resignation or otherwise before
such stock certificate shall have been delivered by the corporation, such stock
certificate may nevertheless be issued and delivered as though the person or
agent who signed the certificate or whose facsimile signature shall have been
used thereon had not ceased to be such officer or agent of the corporation.
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Section 2. TRANSFER OF SHARES. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction on its books.
Section 3. RESTRICTIONS ON OWNERSHIP, TRANSFER AND VOTING. So long as the
corporation or any of its subsidiaries is subject to any law of the United
States or any state therein which restricts ownership or voting of capital
stock by Aliens (as defined herein), not more than one-fifth of the shares
outstanding shall be owned of record or voted by or for the account of Aliens
or their representatives or affiliates. The Board of Directors may issue share
certificates representing not more than one-fifth of the shares of the stock of
the corporation at any time out-standing in special form which may be owned or
held by Aliens, such certificates to be known as "Foreign Share Certificates"
and to be so marked, but under no circumstances shall the total amount of
voting stock of any class represented by Foreign Share Certificates, plus the
amount of voting stock of that class owned by or for the account of Aliens and
represented by certificates not so marked, exceed one-fifth of the aggregate
number of outstanding shares of such class.
Shares of stock shall be transferable on the books of the corporation by the
holder thereof, in person or by duly authorized attorney, upon the surrender of
the certificate representing the shares to be transferred, properly endorsed;
provided, however, that shares of stock other than shares represented by
Foreign Share Certificates shall be transferable to Aliens or any person
holding for the account thereof only when the aggregate number of shares of
stock owned by or for the account of Aliens will not then be more than one-
fifth of the number of shares of stock outstanding. The Board of Directors may
direct that, before shares of stock shall be transferred on the books of the
corporation, the corporation may require information as to whether the proposed
transferee is an Alien or will hold the stock for the account of an Alien.
If the stock records of the corporation shall at any time disclose Alien
ownership of one-fifth or more of the voting stock of any class and it shall be
found by the corporation that any certificate for shares marked "Domestic Share
Certificate" is, in fact, held by or for the account of any Alien, the holder
of the shares represented by that certificate shall not be entitled to vote, to
receive dividends or to have any other rights with respect to such shares,
except the right to transfer the shares to a Non-Alien (as defined herein).
If the stock records of the corporation shall at any time disclose Alien
ownership of one-fifth or more of the voting stock of any class and a request
is made by an Alien to have shares registered in its name or for its account,
the corporation shall be under no obligation to effect the transfer or to issue
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or reissue any stock certificates to or for the account of the Alien. In
addition, if a proposed transferee of any shares is an Alien, and the transfer
to such Alien would result in Alien ownership of one-fifth or more of the
voting stock of any class, the corporation shall be under no obligation to
effect the transfer or to issue or reissue any stock certificates to or for the
account of the Alien. Further, if it is determined at any time that a transfer
has resulted in Alien ownership of one-fifth or more of the voting stock of any
class, the holder of the shares which resulted in the Alien ownership of one-
fifth or more of the voting stock shall not be entitled to vote, to receive
dividends or have any other rights with respect to such shares, except the
right to transfer those shares to a Non-Alien.
The Board of Directors shall establish rules, regulations and procedures to
assure compliance with and enforcement of this Article VII, Section 3.
The term "Alien" is defined to mean and include the following:
(1) Any person (including an individual, a partnership, a corporation or
an association or any other entity) who is not a United States
citizen or is the representative of or fiduciary for any person who
is not a United States citizen;
(2) Any foreign government or the representative thereof;
(3) Any corporation any officer of which is an Alien, or of which more
than 25% of its directors are Aliens;
(4) Any corporation or association organized under the laws of any
foreign government;
(5) Any corporation of which more than 20% of its stock is owned
beneficially or of record or may be voted by Aliens, or which by any
other means whatsoever direct or indirect control of the corporation
is held or permitted to be exercised by Aliens;
(6) Any partnership, association or other entity which is owned or
controlled by Aliens;
(7) Any other person, corporation, trust, partnership or association
deemed by the Board of Directors to be an Alien as to the United
States or the corporation (or any subsidiary of the corporation).
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No person, holding shares of class B stock (hereinafter such class B stock is
called "class B stock" and such holder thereof is called a "class B holder")
may transfer, and the corporation shall not register the transfer of, such
shares of class B stock, whether by sale, assignment, gift, bequest,
appointment or otherwise, except to a Permitted Transferee of such class B
holder, which term shall have the following meanings:
(i) in the case of a class B holder who is a natural person and the
holder of record and beneficial owner of the shares of class B stock
subject to said proposed transfer, "Permitted Transferee" means (A)
the spouse of such class B holder, (B) a lineal descendant of a
grandparent of such class B holder or a spouse of any such lineal
descendant, (C) the trustee of a trust (including a voting trust) for
the benefit of one or more class B holders, other lineal descendants
of a grandparent of such class B holder, the spouse of such class B
holder the spouses of such other lineal descendants and an
organization contributions to which are deductible for federal
income, estate or gift tax purposes (hereinafter called a "Charitable
Organization"), and for the benefit of no other person, provided that
such trust may grant a general or special power of appointment to
such class B holder, the spouse of such class B holder, any lineal
descendant of such class B holder or the spouse of any such lineal
descendant, and may permit trust assets to be used to pay taxes,
legacies and other obligations of the trust or the estate of such
class B holder payable by reason of the death of such class B holder
and provided that such trust prohibits transfer of shares of class B
stock to persons other than Permitted Transferees, as defined in
clause (ii) below, (D) the estate of such deceased class B holder,
(E) a Charitable Organization established by such class B holder,
such class B holder's spouse, a lineal descendant of a grandparent of
such class B holder or a spouse of any such lineal descendant, and
(F) a corporation all the outstanding capital stock of which is owned
by, or a partnership all the partners of which are, one or more of
such class B holders, other lineal descendants of a grandparent of
such class B holder or a spouse of any such lineal descendant, and
the spouse of such class B holder provided that if any share of
capital stock of such a corporation (or of any survivor of a merger
or consolidation of such a corporation), or any partnership interest
in such a partnership, is acquired by any person who is not within
such class of persons, all shares of class B stock then held by such
corporation or partnership, as the case may be, shall be deemed,
without further action, to be automatically converted into shares of
common stock, and stock certificates formerly representing such
shares of class B stock shall thereupon and thereafter be deemed to
represent the like number of shares of common stock.
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(ii) In the case of a class B holder holding the shares of class B stock
subject to said proposed transfer as trustee pursuant to a trust
other than a trust described in clause (iii) below, "Permitted
Transferee" means (A) the person who established such trust and (B) a
Permitted Transferee of such person determined pursuant to clause (i)
above.
(iii) In the case of a class B holder holding the shares of class B stock
subject to said proposed transfer as trustee pursuant to a trust
which was irrevocable on the record date for the initial distribution
of shares of class B stock ("Record Date"), "Permitted Transferee"
means any person to whom or for whose benefit principal may be
distributed either during or at the end of the term of such trust
whether by power of appointment or otherwise or any "Permitted
Transferee" of such person determined pursuant to clause (i), (ii),
(iv), (v) or (vi) hereof, as the case may be.
(iv) In the case of a class B holder who is the record (but not
beneficial) owner of the shares of class B stock subject to said
proposed transfer as nominee for the person who was the beneficial
owner thereof on the Record Date, "Permitted Transferee" means such
beneficial owner and a Permitted Transferee of such beneficial owner
determined pursuant to clause (i), (ii), (iii), (v) or (vi) hereof,
as the case may be.
(v) In the case of a class B holder which is a partnership and the holder
of record and beneficial owner of the shares of class B stock subject
to said proposed transfer, "Permitted Transferee" means any partner
of such partnership or any "Permitted Transferee" of such partner
determined pursuant to clause (i), (ii), (iii), (iv) or (vi) hereof,
as the case may be.
(vi) In the case of a class B holder which is a corporation (other than a
Charitable Organization described in subclause (E) of clause (i)
above and the holder of record and beneficial owner of the shares of
class B stock subject to said proposed transfer, "Permitted
Transferee" means any stockholder of such corporation receiving
shares of class B stock through a dividend or through a distribution
made upon liquidation of such corporation or any "Permitted
Transferee" of such stockholder determined pursuant to clause (i),
(ii), (iii), (iv) or (v) hereof, as the case may be.
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(vii) In the case of a class B holder which is the estate of a deceased
class B holder, or which is the estate of a bankrupt or insolvent
class B holder, and provided such deceased, bankrupt or insolvent
class B holder, as the case may be, was the record and beneficial
owner of the shares of class B stock subject to said proposed
transfer, "Permitted Transferee" means a Permitted Transferee of such
deceased, bankrupt or insolvent class B holder as determined pursuant
to clause (i), (v) or (vi) above, as the case may be.
Notwithstanding anything to the contrary set forth herein, any class B holder
may pledge such holder's shares of class B stock to a pledgee pursuant to a
bona fide pledge of such shares as collateral security for indebtedness due to
the pledgee, provided that such shares shall not be transferred to or
registered in the name of the pledgee and shall remain subject to the provi-
sions of this Article VII, Section 3. In the event of foreclosure or other
similar action by the pledgee, such pledged shares of class B stock may only be
transferred to a Permitted Transferee of the pledgor or converted into shares
of common stock, as the pledgee may elect.
For purposes of this Article VII, Section 3:
(i) The relationship of any person that is derived by or through legal
adoption shall be considered a natural one.
(ii) Each joint owner of shares of class B stock shall be considered a
"class B holder" of such shares.
(iii) A minor for whom shares of class B stock are held pursuant to a
Uniform Gifts or Transfers to Minors Act or similar law shall be
considered a "class B holder" of such shares.
(iv) Unless otherwise specified, the term "person" means both natural
persons and legal entities.
Any purported transfer of shares of class B stock not permitted hereunder shall
result, without further action, in the automatic conversion of the transferee's
shares of class B stock into shares of common stock, effective on the date of
such purported transfer. The corporation may, as a condition to the transfer
or the registration of transfer of shares of class B stock to a purported
Permitted Transferee, require the furnishing of such affidavits or other proof
as it deems necessary to establish that such transferee is a Permitted
Transferee.
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Shares of class B stock shall be registered in the name(s) of the beneficial
owner(s) thereof (as hereafter defined) and not in "street" or "nominee" names;
provided, however, certificates representing shares of class B stock issued as
a stock dividend on the corporation's then outstanding common stock may be
registered in the same name and manner as the certificates representing the
shares of common stock with respect to which the shares of class B stock were
issued. For the purposes of this Article VII, Section 3, the term "beneficial
owner(s)" of any shares of class B stock shall mean the person or persons who
possess the power to dispose, or to direct the disposition, of such shares.
The corporation shall note on the certificates representing the shares of class
B stock that there are restrictions on transfer and registration of transfer
imposed by this Article VII, Section 3.
Section 4. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable
claim or other interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Iowa.
Section 5. LOST CERTIFICATES. Upon the making of an affidavit that a
certificate has been lost or destroyed, the Board of Directors may direct that
a new certificate be issued to the person alleging the loss or destruction of
such certificate. When authorizing such issuance of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
such owner's legal representative to give the corporation a bond in such sums
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
Section 6. STOCK REGULATIONS. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the statutes of Iowa as they may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the corporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July and end
on the thirtieth day of June in each year.
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ARTICLE IX. DIVIDENDS
The Board of Directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
ARTICLE X. SEAL
The Board of Directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the corporation and the
state of incorporation and the words, "Corporate Seal."
ARTICLE XI. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director of
the corporation under the provisions of the Articles of Incorporation or under
the provisions of the Iowa Business Corporations 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.
ARTICLE XII. INDEMNIFICATION OF DIRECTORS, OFFICERS OR EMPLOYEES
Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director,
officer or employee of the corporation or is or was serving at the request of
the corporation as director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by
the corporation to the fullest extent consistent with the laws of Iowa as the
same now or may hereafter exist (but, in the case of any change, only to the
extent that such change authorizes the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such change) against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer or employee and shall
inure to the benefit of the heirs, executors and administrators of such person;
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provided, however, that the right to indemnification conferred in this Section
shall be conditioned upon the corporation being afforded the opportunity to
participate directly on behalf of such person in such proceeding and any
settlement discussions relating thereto. The right to indemnification
conferred in this Section shall be a contract right and shall, except with
respect to an action or proceeding against the corporation by an employee who
is neither a director nor an officer of the corporation, include the right to
be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition upon receipt by the corporation
of an undertaking, by or on behalf of such director, officer or employee to
repay all amounts so advanced if it shall ultimately be determined that the
director, officer or employee is not entitled to be indemnified under this
Section or otherwise.
Section 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section I of
this Article is not paid in full by the corporation within thirty days after a
written claim has been received by the corporation, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim. It shall be a
defense to any action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the
corporation) that the claimant has failed to meet a standard of conduct which
makes it permissible under Iowa law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the corporation. Neither the failure of the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is permissible in the circumstances because
such person has met such standard of conduct, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel,
or its shareholders) that the claimant has not met such standard of conduct,
nor the termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall create a
presumption that the claimant has failed to meet the required standard of
conduct.
Section 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Articles of Incorporation, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.
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Section 4. INSURANCE. The corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under Iowa law.
Section 5. EXPENSES AS A WITNESS. To the extent that any director, officer or
employee of the corporation is by reason of such position, or a position with
another entity at the request of the corporation, a witness in any proceeding,
such person shall be reimbursed for all costs and expenses actually and
reasonably incurred in connection therewith.
Section 6. EFFECT OF AMENDMENT. Any amendment, repeal or modification of any
provision of this Article by the shareholders or the directors of the
corporation shall not adversely affect any right or protection of a director,
officer or employee of the corporation existing at the time of such amendment,
repeal or modification.
Section 7. SEVERABILITY. In the event any one or more of the provisions
contained in this Article shall, for any reason, be held to be invalid, illegal
or unenforceable, such invalidity, illegality, or unenforceability shall not
affect any other provisions of this Article.
ARTICLE XIII. 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.
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