Exhibit 3 (b)
BY-LAWS ------------
OF
EMC INSURANCE GROUP INC.
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. The corporation may have
such other offices, either within or without the State of Iowa, as the board
of directors may designate or as the business of the corporation may require
from time to time.
The registered office of the corporation required by The Iowa Business
Corporation Act to be maintained in the State of Iowa may be, but need not be,
identical with the principal office in the State of Iowa, and the address of
the registered office may be changed from time to time by the board of
directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The regular annual meeting of the
shareholders shall be held at 9:00 o'clock A.M. on the third Wednesday in the
month of May in each year, or at such other time on said day or on such other
day within such month as shall be fixed by the chief executive officer or the
Board of Directors, 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 in the State of Iowa,
such meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment thereof, the board
of directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the chief executive officer or by the board of directors, and shall be
called by the chief executive officer at the request of the holders of not
less than one-tenth of all the outstanding shares of the corporation entitled
to vote at the meeting.
Section 3. Place of Meeting. The chief executive officer or 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. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Iowa,
as the place for the holding of such meeting. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Iowa.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour or the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall, unless otherwise
prescribed by statute, be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the chief executive officer, the secretary, or the officer or
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Records 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 provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty 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 the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders entitled to receive payment of a dividend, the date on
which notice of the meeting is mailed or the date on which the resolution of
the board of directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at the meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof, except where the determination has been made through
closing of the stock transfer books and the stated period of closing has
expired.
Section 6. Voting Record. 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 adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole
time of the meeting. The original stock transfer book 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. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.
Section 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon such matter submitted to a vote at a
meeting of shareholders, and the vote of a majority of the shares voted at a
meeting of shareholders, duly held at which a quorum is present, shall be
sufficient to take or authorize the action upon any matter which may properly
come before the meeting except as otherwise provided by law or by these By-
Laws. There shall be no right of cumulative voting.
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 by-laws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such other corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority 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 of its own stock held by the corporation, nor
shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for the purposes of any
meeting.
Section 11. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken shall be
signed by all the shareholders entitled to vote with respect to the subject
matter thereof.
Section 12. Preemptive Rights. The shareholders shall have no
preemptive right to acquire unissued or treasury shares of the corporation, or
securities of the corporation convertible into or carrying a right to
subscribe to or acquire shares.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Powers and Duties. Except as may be otherwise provided by
the Iowa Business Corporation Act, all corporate powers shall be exercised by
or under authority of, and the business and affairs of the corporation shall
be managed under the direction of the board of directors.
A. Director shall perform his duties as a director, including his duties
as a member of any committee of the board upon which he may serve, in good
faith, in a manner he believes to be in the best interests of the corporation,
and with such care as an ordinarily prudent person in a like position would
use under similar circumstances. In performing his duties, a director shall
be entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by:
(a) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the
matters presented,
(b) counsel, public accountants or other persons as to matters which
the director reasonable believes to be within such person's
professional or expert competence, or
(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of
incorporation or by-laws, as to matters within its designated
authority, which committee the director reasonable believes to
merit confidence,
but he shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause such reliance to be
unwarranted. A person who so performs his duties, shall have no liability by
reason of being or having been a director of the corporation.
Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be fixed at seven. Each director shall hold office
until the next annual meeting of shareholders and until his successor shall
have been elected and qualified. Directors need not be residents of the State
of Iowa or shareholders of the corporation, but shall be subject to other
qualifications, if any, as to age or otherwise as these by-laws may provide.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this by-law immediately
after, and at the same place as, the annual meeting of shareholders. Such
additional regular meetings, if any, of the board of directors shall be held
on call of the chief executive officer or the executive committee at such time
and place within or without the State of Iowa and upon such notice as he or it
shall determine.
Section 4. Special Meetings. Special meetings of the board of directors
may be called by the chief executive officer or by the Executive Committee and
shall be called by him or it at the request of any four of the directors, at
such locality within or without the State of Iowa, and on such time and date
as he or it shall determine. Five (5) days written notice thereof shall be
given, by regular mail, specifying the date, time, place and purpose thereof,
such five day period to begin on date of mailing such notice. Such notice
shall not be necessary when all of the director have executed written waivers
consenting to the meeting and when a quorum of directors is present.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting.
Section 5. Quorum. A majority of the directors 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 6. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
board of directors.
Section 7. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the 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 the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in the number
of directors 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. Compensation of directors shall be fixed by
the shareholders of the corporation, or by its board of directors. The basis
for such compensation may be (1) a fixed amount for attendance at each
directors' meeting, in which case, no compensation shall be allowed or paid at
any given meeting to any director not in attendance, or (2) a stated annual
fee, or (3) a combination of both (1) and (2). In no case shall a director
receive such fee if such director draws a salary from the corporation, or any
affiliated company, as an officer or employee. A director attending any
meeting of the board of directors held without the city within which said
director resides shall, in addition to such fixed compensation, if any, be
paid an amount, to be approved by the chief executive officer, sufficient to
reimburse him for his expenses in attending such meeting.
Notwithstanding the foregoing, directors shall also be eligible to
participate in certain benefit plans which may be provided by the corporation,
including but not limited to stock option and retirement plans, if such
benefit plans have been approved by the shareholders of the corporation or by
its board of directors, and if the directors are eligible pursuant to the
terms of such benefit plan(s).
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 his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with 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. Age Eligibility of Directors. No person shall be nominated
for or elected a director of the Company' after he has attained the age of
seventy-two. However, this section shall not apply to persons serving as
directors of the Company on November 1, 1981.
Section 12. Removal. At a meeting called expressly for that purpose,
directors may be removed in the manner provided in this section. Any director
or the entire board may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an election of
directors.
Section 13. Telephone Meetings. Members of the board of directors may
participate in a meeting of the board or such committee by conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to the provisions of this section shall constitute presence
in person at such meeting.
ARTICLE IV. OFFICERS
Section 1. Executive Officers. The executive officers of the
corporation shall be a chairman, a president, an executive vice president, one
or more senior vice presidents, one or more vice presidents, a secretary, and
a treasurer, each of whom shall be elected by the board of directors. Any
executive office, except that of president, one vice president, treasurer and
secretary may be left unfilled, as the board of directors may, from time to
time, determine. Any two or more offices may be held by the same person
except the offices of president and secretary.
Other Officers. The board of directors may elect or
appoint, a vice chairman, one or more resident vice presidents, a controller,
and any assistant officers it may deem necessary.
Section 2. Election and Term of Office. The executive officers of the
corporation shall be elected annually by the board of directors at its regular
annual meeting. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may
be. Any unfilled executive office may, from time to time, be filled at any
meeting of the board of directors. Other officers may be elected by the board
of directors at such annual meeting or from time to time.
Each officer shall hold office until his successor shall have been duly
elected and shall have qualified, or until his death or until he shall resign
or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed, with or
without cause, by the board of directors whenever in its judgment, the best
interests of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
Section 5. Chairman. The Chairman of the Board shall be the Chief
Executive officer of the corporation.
Section 6. Vice Chairman. The Vice Chairman of the board of directors,
if any, shall perform such duties as may, from time to time, be assigned to
him by the board of directors.
Section 7. President. The President, except at such times as the office
of the office of Chairman of the Board of directors is not vacant, shall be
the chief operating officer of the corporation. At such times as the office
of chairman of the board of directors is vacant he shall be the chief
executive officer.
Section 8. Chief Executive Officer. The chief executive officer of the
corporation, subject to the control of the board of directors, shall, in
general, supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the members
and the board of directors.
He or she shall sign, with the secretary, an assistant secretary, or any
other proper officers of the corporation thereunto authorized by the board of
directors, deeds, mortgages, bonds, contracts, or other instruments which the
board of directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the board of
directors or by these By-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of chief
executive officer and such other duties as may be prescribed by the board of
directors from time to time.
Section 9. Chief Operating Officer. The chief operating officer of the
corporation shall, subject to the express direction of the board of directors
and the chairman, perform all duties incident to that office and as may from
time to time be assigned to him by the board of directors or by the chairman.
Section 10. Executive Vice President. At such times as the office of
the chairman of the board is vacant, the executive vice president shall be
chief operating officer.
Section 11. The Vice Presidents. The vice presidents shall act under
the direction of the chief executive officer and in his absence or disability
shall perform the duties and exercise his powers. They shall perform such
other duties and have such other powers as the chief executive officer or the
board of directors may from time to time prescribe. The board of directors
may designate the executive vice president, or one or more senior vice
presidents, or may otherwise specify. The order of seniority of the vice
presidents. The duties and powers of the chief executive officer shall
descend to the vice presidents in such specified order of seniority.
Section 12. The Secretary. The secretary shall act under the direction
of the chief executive officer. Subject to the direction of the chief
executive officer he shall attend all meetings of the board of directors and
all meetings of the shareholders and record the proceedings. He shall perform
like duties for the standing and other committees when required. He shall
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the chief executive officer or the board of
directors. He shall keep in safe custody the seal of the corporation and when
authorized by the chief executive officer or the board of directors, cause it
to be affixed to any instrument requiring it.
Section 13. The Assistant Secretaries. The assistant secretaries shall
act under the direction of the chief executive officer. In the order of their
seniority, unless otherwise determined by the chief executive officer or the
board of directors, they shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary. They shall
perform such other duties as the chief executive officer or the board of
directors may from time to time prescribe.
Section 14. The Treasurer. The treasurer shall act under the direction
of the chief executive officer. Subject to his direction he shall have
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 by designated by the
board of directors. He shall disburse the funds of the corporation as may be
ordered by the chief executive officer or the board of directors, taking
proper vouchers for such disbursements, and shall render to the chief
executive officer and the board of directors, at its regular meeting, or when
the board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation. He may affix or
cause to be affixed the seal of the corporation to documents so requiring. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties
as the board of directors shall determine. The board of directors may, by
resolution, delegate the duties of the treasurer to an assistant treasurer or
and executive officer of the company.
Section 15. The Assistant Treasurers. The assistant treasurers in the
order of their seniority, unless otherwise determined by the chief executive
officer or the board of directors, shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer. They
shall perform such other duties and have such other powers as the chief
executive officer or the board of directors may from time to time prescribe.
Section 16. Salaries. The salaries of the executive officers shall be
fixed from time to time by the board of directors. The salaries of other
officers shall be fixed, from time to time, by the chief executive officer.
No officer shall be prevented from receiving a salary by reason of the fact he
or she is also a director of the corporation.
ARTICLE V. COMMITTEES
Section 1. Appointment. The board of directors shall, at its regular
annual meeting, appoint an executive committee, and may at such meeting, or
from time to time, appoint such other committees, with such name or names as
it may determine. The appointment of any such committee and the delegation
thereto of authority shall not relieve the board of directors, or any member
thereof, of any responsibility imposed by law.
Section 2. Composition. All committees shall consist of three or more
directors. The chief executive officer of the corporation shall be a member
and chairman of the executive committee, and may be a member of any other
committee.
Section 3. Authority. The executive committee, when the board of
directors is not session shall have and may exercise all of the authority of
the board of directors not otherwise delegated to other committees and except
to the extent, if any, that such authority shall be limited by the resolution
appointing the executive committee and except also that the executive
committee shall not have the authority of the board of directors in reference
to amending the articles of incorporation, adopting a plan of merger or
consolidation, to appoint or remove executive officers, recommending to the
shareholders the sale, lease or other disposition of all or substantially all
of the property and assets of the corporation otherwise than in the usual and
regular course of its business, recommending to the shareholders a voluntary
dissolution of the corporation or revocation thereof, or amending the by-laws
of the corporation. All other committees shall, when the board of directors
is not in session, perform the duties and exercise the powers delegated to it
in the resolution designating and constituting the same.
Section 4. Tenure and Qualifications. Each member of any committee
shall hold office until the next regular annual meeting of the board of
directors following his designation and until his successor is designated as a
member of such committee and is elected and qualified.
Section 5. Meetings. Regular meetings of any committee may be held
without notice at such times and places as the committee may fix from time to
time by resolution. Special meetings of any committee may be called by any
member thereof, or by the chief executive officer of the corporation, upon not
less than one day's notice stating the place, date and hour of the meeting,
which notice may be written or oral, and if mailed shall be deemed to be
delivered when deposited in the United States mail addressed to the member of
such committee at his business address. Any member of the committee may waive
notice of any meeting and no notice of any meeting need be given to any member
thereof who attends in person. The notice of a meeting of any committee need
not state the business proposed to be transacted at the meeting.
Section 6. Quorum. A majority of the members of any committee shall
constitute a quorum for the transaction of business at any meeting thereof and
action of any committee must be unauthorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present.
Section 7. Action without a Meeting. Any action required or permitted
to be taken by any committee at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the members of such committee.
Section 8. Vacancies. Any vacancy in any committee may be filled by a
resolution adopted by a majority of the full board of directors.
Section 9. Resignations and Removal. Any member of any committee may be
removed at any time with or without cause by resolution adopted by a majority
of the full board of directors. Any member of any committee may resign from
such committee at any time by giving written notice to the chief executive
officer or secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 10. Procedure. Each committee, except the executive committee,
shall elect a presiding officer from its members and may fix its own rules of
procedure which shall not be inconsistent with these By-Laws. It shall keep
regular minutes of its proceedings and report the same to the board of
directors for its information at the meeting thereof held next after the
proceedings shall have been taken.
Section 11. Compensation. The compensation, if any, and expense
allowance, if any, to be paid to members of a committee shall be fixed by the
board of directors, provided, however, no committee member shall receive
compensation for his services as such if he draws a salary from the
corporation, or any affiliated corporation, as an officer or employee.
ARTICLE VI. TRANSFERS, FUNDS, SECURITIES AND CONTRACTS
Section 1. Transfers. The chief executive officer, the treasurer, a
vice president or any officer authorized by the board of directors shall have
authority to transfer registered bonds or stocks; to assign or satisfy
mortgages and to executive deeds or other instruments affecting real estate on
behalf of the corporation, and to affix the corporate seal thereto when
customary or required; and all instruments affecting real estate shall be
attested by the secretary or by any assistant secretary when required by the
laws of the State in which the real estate is located. In all transactions
any officer of the corporation is hereby authorized to receive and receipt for
all money due and payable to the corporations and to endorse checks, drafts
and other orders in its name and on its behalf, and to give full discharge for
the same.
Section 2. Funds. The funds of the corporation shall be deposited in
the name of the corporation in such depositories as the board of directors
shall designate; and shall be disbursed only upon checks, drafts or other
orders bearing such personal or facsimile signatures as may be authorized by
resolution of the board of directors or as may be authorized by the chief
executive officer or treasurer or by such other officers as the board of
directors may designate.
Section 3. Securities. All securities owned by the corporation shall be
deposited for safe-keeping in such safety deposit vault or vaults as the board
of directors may designate and approve, or the law may require, and access
thereto shall be only by such officer or officers, or employee or employees,
together with such additional officer or officers, or employee or employees,
as may from time to time be designated by resolution of the board of
directors; provided, however such securities may, if the board of directors
shall deem advisable, be deposited for safe keeping and servicing in one or
more legal custodianships, with one or more banks or trust companies,
designated by the board of directors, under such usual regulations,
restrictions and safeguards as the board of directors by resolution shall fix.
Unless other provisions are made by the board of directors, the chief
executive officer or the secretary is empowered to vote such securities either
in person or by proxy.
Section 4. Contracts. The board of directors may authorize any officer
or officers, agent or agents, to enter into a contract or executive and
deliver any instrument on behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 5. Loan. No loans or borrowings shall be contracted on behalf
of the corporation and no evidence of indebtedness shall be issued in its name
unless authorized by resolution of the board of directors. Such authority may
be general or confined to specific instances.
ARTICLE VII. BY-LAWS AND OTHER POWERS IN EMERGENCY
The Emergency By-Laws provided in this Article VII shall be operative
during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or any nuclear or atomic
disaster, notwithstanding any difference provision in the preceding Articles
of the By-Laws or in the Articles of Incorporation of the corporation. To the
extent not inconsistent with the provisions of this Article, the By-Laws
provided in the preceding Articles shall remain in effect during such
emergency and upon its termination the Emergency By-Laws shall cease to be
operative.
During any such emergency:
(a) A meeting of the board of directors may be called by an officer or
director of the corporation. Notice of the time an place of the meeting shall
be given by the person calling the meeting to such of the directors as it may
be feasible to reach by any available means of communication. Such notice
shall be given at such time in advance of the meeting as circumstances permit
in the judgment of the person calling the meeting.
(b) At any such meeting of the board of directors, a quorum shall consist
of three (3).
(c) The board of directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the event
that during such an emergency any of all officers or agents of the corporation
shall for any reason be rendered incapable of discharging their duties.
(d) The board of directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.
No officer, director or employee acting in accordance with these
Emergency By-Laws shall be liable except for willful misconduct.
These Emergency By-Laws shall be subject to repeal or change by further
action of the board of directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. Any
amendment of these Emergency By-Laws may make any further or different
provision that may be practical and necessary for the circumstances of the
emergency.
ARTICLE VIII. DIRECTOR CONFLICTS OF INTERESTS
No contract or other transaction between the corporation and one or more
of its directors or any other corporation, firm, association or entity in
which one or more of its directors are directors or officers or are
financially interested, shall be either void or voidable because of such
relationship or interest or because such director or directors are present at
the meeting of the board of directors or a committee thereof which authorizes,
approves or ratifies the contract or transaction by a vote or consent
sufficient for the purpose without counting the votes or consents of such
interest directors; or
(b) the fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) the contract or transaction is fair and reasonable to the
corporation.
Common or interest directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or a committee thereof
which authorizes, approves or ratifies such contract or transaction.
ARTICLE IX. INDEMNIFICATION OF OFFICERS
DIRECTORS, EMPLOYEE OR AGENTS
The corporation shall indemnify officer, directors, employees, or agents,
possessing all rights and powers with respect thereto:
(a) now or hereafter permitted by Section 4A of the Iowa Business
Corporation Act, or
(b) otherwise permitted by law
ARTICLE X. DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in cash, property or its own
shares, pursuant to law and subject to the Articles of Incorporation.
ARTICLE XI. GENERAL PROVISIONS
Section 1. Seal. The corporation shall have a seal upon which shall be
inscribed its name and the state of its incorporation.
Section 2. Fiscal Year. The fiscal year of the corporation shall begin
on the first day of January of each year and end on the thirty-first day of
December of each year.
ARTICLE XII. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the board of directors or by the shareholders at any regular or
special meeting.