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 execute 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 such person 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 such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
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 such person's 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 such person 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 such person's 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 such person 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 such person in connection with the
defense or settlement of such action or suit if such person acted in good
faith and in a manner such person 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 of
all 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 present or former 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, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
(d) Any indemnification under subsections (a) and (b) 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 present or former director, officer, employee or
agent is proper in the circumstances because such person has met the
applicable standard of conduct as set forth in subsections (a) and (b) of
this Section. Such determination shall be made (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by a present or
former 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 such person 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 such person's 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 such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under the provisions of this Section.
(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 such person would if such person 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 such person 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.