TABLE OF CONTENTS
TO BYLAWS
Amendments
Certificates of Stock
Chairman and Vice Chairman of the Board
Checks
Chief Executive Officer
Chief Operating Officer
Committees
Compensation of Directors
Directors
Directors and Officers Indemnified
Directors Meetings
Dividends
Election of Officers
Execution of Instruments
Execution of Proxies
Fiscal Year
Inspection of Books and Records
Lost Certificates
Notices
Officers
Offices
President
Qualifications
Record Date
Registered Stockholders
Seal
Secretary and Assistant Secretaries
Stockholders Meetings
Transfers of Stock
Treasurer and Assistant Treasurer
Vice Presidents
BYLAWS OF
MDU RESOURCES GROUP, INC.
OFFICES
1.01 Registered Office. The registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware.
1.02 Other Offices. The Corporation may also have offices at
such other places, both within and without the State of Delaware,
as the Board of Directors may from time to time determine or the
business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
2.01 Place of Meetings. All meetings of the stockholders for
the election of Directors shall be held in the City of Bismarck,
State of North Dakota, at such place as may be fixed from time to
time by the Board of Directors, or at such other place, either
within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
2.02 Annual Meetings. Annual meetings of stockholders,
commencing with the year 1973, shall be held on the fourth
Tuesday of April in each year, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 11:00
A.M., or at such other date and time as shall be designated from
time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote, by
written ballot, a Board of Directors, and transact such other
business as may properly be brought before the meeting.
2.03 Notice of Annual Meeting. Written notice of the annual
meeting, stating the place, date and hour of the meeting, shall
be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the
meeting.
2.04 Stockholders List. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the City where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
2.05 Notice of Special Meeting. Written notice of a special
meeting, stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be
given not less than ten nor more than sixty days before the date
of the meeting, to each stockholder entitled to vote at such
meeting.
2.06 Quorum. The holders of a majority of the stock issued
and outstanding and entitled to vote in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business, except as provided herein and except as
otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. 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. If the adjournment is for more than
thirty days, or if, after the adjournment, a new record date is
fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to
vote at the meeting.
2.07 Voting Rights. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting
power, present in person or represented by proxy, shall decide
any question brought before such meeting, unless the question is
one upon which, by express provision of the statutes, the
Certificate of Incorporation or these Bylaws, a different vote is
required, in which case such express provision shall govern and
control the decision of such question. Unless otherwise provided
in the Certificate of Incorporation, each stockholder shall, at
every meeting of the stockholders, be entitled to one vote in
person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be
voted on after three years from its date, unless the proxy
provides for a longer period.
2.08 Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this
Section 2.08 shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of
the Corporation may be made at the annual meeting of stockholders
by or at the direction of the Board of Directors, or by any
stockholder of the Corporation entitled to vote for the election
of Directors at the meeting who complies with the notice
procedures set forth in this Section 2.08. Such nominations,
other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation.
To be timely, a stockholder's notice shall be delivered or
mailed and received at the principal executive offices of the
Corporation not less than 90 days prior to the annual meeting;
provided, however, that in the event that less than 100 days'
notice or prior public disclosure of the date of the meeting is
given or made to stockholders by the Corporation, notice by the
stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made by the Corporation. The stockholder's notice
shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a Director,
(i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation
which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named
in the proxy statement as a nominee and to serving as a Director
if elected); and (b) as to the stockholder giving the notice, (i)
the name and address, as they appear on the Corporation's books,
of such stockholder, and (ii) the class and number of shares of
the Corporation which are beneficially owned by such stockholder.
At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a Director
shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be
eligible for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth in this
Section 2.08.
The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the Bylaws,
and if the Chairman should so determine, the Chairman shall so
declare to the meeting and the defective nomination shall be
disregarded.
2.09 Notice of Stockholder Business. At an annual meeting
of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting or by the direction
of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder.
For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be
timely, the stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the
Corporation, not less than 90 days prior to the meeting;
provided, however, that in the event that less than 100 days'
notice or prior public disclosure of the date of the meeting is
given or made to stockholders by the Corporation, notice by the
stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such
public disclosure was made by the Corporation. The stockholder's
notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought to the
annual meeting and the reasons for conducting business at the
annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material
interest of the stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.09.
The Chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was
not properly brought before the meeting and, in accordance with
the provisions of this Section 2.09, and if he should so
determine, the Chairman shall so declare to the meeting and such
business not properly brought before the meeting shall not be
transacted.
DIRECTORS
3.01 Authority of Directors. The business of the Corporation
shall be managed by its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
3.02 Qualifications. No person shall be eligible as a
Director of the Corporation who at the time of his election has
passed his seventieth birthday, provided that this age
qualification shall not apply to those persons who are officers
of the Corporation. Except for those persons who have served as
Chief Executive Officer of the Corporation, a person shall be
ineligible as a Director if at the time of his election he is a
retired officer of the Corporation. A person who has served as
Chief Executive Officer of the Corporation shall be ineligible as
a Director if at the time of his election he has been retired as
Chief Executive Officer for more than five years. The Board of
Directors may elect from those persons who have been members of
the Board of Directors, Directors Emeritus.
3.03 Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either
within or without the State of Delaware.
3.04 Annual Meetings. The first meeting of each newly
elected Board of Directors shall be held at such time and place
as shall be specified in a notice given as herein provided for
regular meetings of the Board of Directors, or as shall be
specified in a duly executed waiver of notice thereof.
3.05 Regular Meetings. Regular meetings of the Board of
Directors may be held at the office of the Corporation in
Bismarck, North Dakota, on the second Thursday following the
first Monday of February, May, August and November of each year;
provided, however, that if a legal holiday, then on the next
preceding day that is not a legal holiday. Regular meetings of
the Board of Directors may be held at other times and other
places within or without the State of North Dakota on at least
five days' notice to each Director, either personally or by mail,
telephone or telegram.
3.06 Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, Chief Executive Officer or
President on three days' notice to each Director, either
personally or by mail, telephone or telegram; special meetings
shall be called by the Chairman, Chief Executive Officer,
President or Secretary in like manner and on like notice on the
written request of a majority of the Board of Directors.
3.07 Quorum. At all meetings of the Board, a majority of the
Directors shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at
any such meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically
provided by statute, the Certificate of Incorporation or by these
Bylaws. If a quorum shall not be present at any meeting of the
Board of Directors, the Directors present may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
3.08 Participation of Directors by Conference Telephone.
Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, any member of the Board, or of any committee
designated by the Board, may participate in any meeting of such
Board or committee by means of conference telephone or similar
communication equipment by means of which all persons
participating in the meeting can hear each other. Participation
in any meeting by means of conference telephone or similar
communications equipment shall constitute presence in person at
such meeting.
3.09 Written Action of Directors. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws,
any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board
or committee.
3.10 Committees. The Board of Directors may by resolution
passed by a majority of the whole Board designate one or more
committees, each committee to consist of two or more Directors of
the Corporation. The Board may designate one or more Directors as
alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee. In the
absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent
or disqualified member. The Chairman of the Board shall appoint
another member of the Board of Directors to fill any committee
vacancy which may occur. Any such committee shall have, and may
exercise, the power and authority specifically granted by the
Board to the committee, but no such committee shall have the
power or authority to amend the Certificate of Incorporation,
adopt an agreement of merger or consolidation, recommend to the
stockholders the sale, lease or exchange of the Corporation's
property and assets, recommend to the stockholders a dissolution
of the Corporation or a revocation of a dissolution, or amend the
Bylaws of the Corporation. Such committee or committees shall
have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
3.11 Reports of Committees. Each committee shall keep
regular minutes of its meetings and report the same to the Board
of Directors when required.
3.12 Compensation of Directors. Unless otherwise restricted
by the Certificate of Incorporation, the Board of Directors shall
have the authority to fix the compensation of Directors. 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 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 compensation for attending committee
meetings.
3.13 Chairman and Vice Chairman of the Board. The Chairman
of the Board of Directors shall be chosen by the Board of
Directors at its first meeting after the annual meeting of the
stockholders of the Corporation. The Chairman shall preside at
all meetings of the Board of Directors and stockholders of the
Corporation, and shall, subject to the direction and control of
the Board, be its representative and medium of communication, and
shall perform such duties as may from time to time be assigned to
the Chairman by the Board. The Vice Chairman shall be a Director
and shall preside at all meetings of the stockholders and the
Board of Directors in the absence of the Chairman of the Board.
NOTICES
4.01 Notices. Whenever, under the provisions of the statutes
or of the Certificate of Incorporation or of these Bylaws, notice
is required to be given to any Director or stockholder, it shall
not be construed to mean personal notice, but such notice may be
given in writing, by mail, addressed to such Director or
stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to Directors may also
be given by telegram or telephone.
4.02 Waiver. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
OFFICERS
5.01 Election, Qualifications. The officers of the
Corporation shall be chosen by the Board of Directors at its
first meeting after each annual meeting of stockholders and shall
include a President, a Chief Executive Officer, a Chief Operating
Officer, a Vice President, a Secretary and a Treasurer. The Board
of Directors may also choose additional Vice Presidents, and one
or more Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these
Bylaws otherwise provide.
5.02 Additional Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary, who
shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time
to time by the Board.
5.03 Salaries. The salaries of all principal officers of the
Corporation shall be fixed by the Board of Directors.
5.04 Term. The officers of the Corporation shall hold office
until their successors are chosen and qualify. Any officer
elected or appointed by the Board of Directors may be removed at
any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.
5.05 Chief Executive Officer. The Chief Executive Officer
shall, subject to the authority of the Board of Directors,
determine the general policies of the Corporation. The Chief
Executive Officer shall submit a report of the operations of the
Company for the fiscal year to the stockholders at their annual
meeting and from time to time shall report to the Board of
Directors all matters within his knowledge which the interests of
the Corporation may require be brought to the Board's notice.
5.06 The President. The President shall have general and
active management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are
carried into effect.
5.07 The Chief Operating Officer. The Chief Operating
Officer shall have general management oversight of the
subsidiaries and divisions of the Corporation.
5.08 The Vice Presidents. In the absence of the President or
in the event of his inability or refusal to act, the Vice
President (or in the event there be more than one Vice President,
the Vice Presidents in the order designated, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the President. The Vice Presidents shall perform such other
duties and have such other powers as the Board of Directors may
from time to time prescribe.
5.09 The Secretary and Assistant Secretaries. The Secretary
shall record all the proceedings of the meetings of the
stockholders and Directors in a book to be kept for that purpose.
He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors or Chief Executive Officer, under whose
supervision he shall be. He shall have custody of the corporate
seal of the Corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it.
The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation.
The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the Secretary
or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
5.10 Treasurer and Assistant Treasurers. The Treasurer shall
have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the
Board of Directors.
He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the President and the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in
such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Corporation.
The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer
or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
5.11 Authority and Duties. In addition to the foregoing
authority and duties, all officers of the Corporation shall
respectively have such authority and perform such duties in the
management of the business of the Corporation as may be
designated from time to time by the Board of Directors.
5.12 Execution of Instruments. All deeds, bonds, mortgages,
notes, contracts and other instruments requiring the seal of the
Corporation shall be executed on behalf of the Corporation by the
Chief Executive Officer, President, Chief Operating Officer or a
Vice President and attested by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer, except
where the execution and attestation thereof shall be expressly
delegated by the Board of Directors to some other officer or
agent of the Corporation. When authorized by the Board of
Directors, the signature of any officer or agent of the
Corporation may be a facsimile.
5.13 Execution of Proxies. All capital stocks in other
corporations owned by this Corporation shall be voted at the
meetings, regular and/or special, of stockholders of said other
corporations by the Chief Executive Officer, President, or Chief
Operating Officer of this Corporation, or, in the absence of any
of them, by a Vice President, and in the event of the presence of
more than one Vice President of this Corporation, then by a
majority of said Vice Presidents present at such stockholders
meetings, and the Chief Executive Officer, President, or Chief
Operating Officer and Secretary of this Corporation are hereby
authorized to execute in the name and under the seal of this
Corporation proxies in such form as may be required by the
corporations whose stock may be owned by this Corporation, naming
as the attorney authorized to act in said proxy such individual
or individuals as to said Chief Executive Officer, President, or
Chief Operating Officer and Secretary shall deem advisable, and
the attorney or attorneys so named in said proxy shall, until the
revocation or expiration thereof, vote said stock at such
stockholders meetings only in the event that none of the officers
of this Corporation authorized to executive said proxy shall be
present thereat.
CERTIFICATES OF STOCK
6.01 Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or signed in
the name of the Corporation by, the Chairman or Vice Chairman of
the Board of Directors, or the Chief Executive Officer,
President, Chief Operating Officer or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.
6.02 Signatures. Any of or all the signatures on the
certificates may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the
date of issue.
6.03 Special Designation on Certificates. If the Corporation
shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations,
preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations, or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue
to represent such class or series of stock, provided, that,
except as otherwise provided in Section 202 of the General
Corporation Law of Delaware in lieu of the foregoing
requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will
furnish, without charge to each stockholder who so requests, the
powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
6.04 Lost Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it
shall require and/or to give the Corporation a bond in such sum
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, stolen or destroyed.
6.05 Transfers of Stock. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignation 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 upon its books.
6.06 Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not
be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.
6.07 Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered
on its books as the owner of shares to receive dividends, and to
vote as such owner, and to hold liable for calls and assessments
a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to
or 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 Delaware.
GENERAL PROVISIONS
7.01 Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificates of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificates of Incorporation.
Before payment of any dividend, there may be set aside out
of the funds of the Corporation available for dividends such sum
or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meeting
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of
the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
7.02 Checks. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from
time to time designate or as designated by an officer of the
company if so authorized by the Board of Directors.
7.03 Fiscal year. The fiscal year of the Corporation shall
be the calendar year.
7.04 Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware." The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or
imprinted, or otherwise.
7.05 Inspection of Books and Records. Any stockholder of
record, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the
right, during the usual hours of business, to inspect for any
proper purpose the Corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies
or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf
of the stockholder. The demand under oath shall be directed to
the Corporation at its registered office in the State of Delaware
or at its principal place of business in Bismarck, North Dakota.
7.06 Amendments. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders or by
the Board of Directors, when such power is conferred upon the
Board of Directors by the Certificate of Incorporation, at any
regular meeting of the stockholders or of the Board of Directors
or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or
adoption of new Bylaws be contained in the notice of such special
meeting.
7.07 Indemnification of Officers, Directors, Employees and
Agents; Insurance.
(a) The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that he 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 expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he 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 expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the Corporation, unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought, shall determine upon application that, despite the
adjudication of liability but in view ofall the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under the foregoing provisions
of this Section (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct as set forth in
subsections (a) and (b) of this Section. Such determination
shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than
a quorum, or (ii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall
be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section.
Once the Corporation has received the undertaking, the
Corporation shall pay the officer or director within 30 days of
receipt by the Corporation of a written application from the
officer or director for the expenses incurred by that officer or
director. In the event the Corporation fails to pay within the
30-day period, the applicant shall have the right to sue for
recovery of the expenses contained in the written application
and, in addition, shall recover all attorneys' fees and expenses
incurred in the action to enforce the application and the rights
granted in this Section 7.07. Expenses (including attorneys'
fees) incurred by other employees and agents shall be paid upon
such terms and conditions, if any, as the Board of Directors
deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this Section shall not be deemed exclusive of any other rights to
which those seeking indemnity or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
(g) The Corporation may 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 him
and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Section.
(h) For the purposes of this Section, references to
"the Corporation" include all constituent corporations absorbed
in a consolidation or merger, as well as the resulting or
surviving corporation, so that any person who is or was a
director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or
surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity.
(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.