Exhibit 3(c)
BYLAWS AS AMENDED
OF
IES INDUSTRIES INC.
(Amended as of February 4, 1997)
ARTICLE I
OFFICES
SECTION 1.1 PRINCIPAL OFFICE. - The principal office shall be
established and maintained in the ie: Tower, 200 First Street, S.E., in
the City of Cedar Rapids, in the County of Linn, in the State of Iowa.
SECTION 1.2. OTHER OFFICES. - The Corporation may have other
offices, either within or without the State of Iowa, at such place or
places as the Board of Directors may from time to time appoint or the
business of the Corporation may require. The registered office of the
Corporation required by the Iowa Business Corporation Act to be
maintained in the State of Iowa may be, but need not be identical with
the principal office in the State of Iowa, and the address of the
registered office may be changed from time to time by the Board of
Directors.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. ANNUAL MEETING. - The annual meeting of shareholders
for the election of directors and the transaction of other business
shall be held, in each year, on the third Tuesday in May at two o'clock
in the afternoon (if such day is a holiday, the annual meeting will be
held at such time on the next succeeding business day) or any other date
specified by the Board of Directors.
SECTION 2.2. PLACE OF SHAREHOLDERS' MEETING. - The annual meeting
or any special meeting of shareholders shall be held at the principal
office of the Corporation or any place, within the State of Iowa, as
shall be designated by the Board of Directors and stated in the notice
of the meeting.
SECTION 2.3. SPECIAL MEETINGS. - Special meetings of the
shareholders may be called by the Chairman of the Board, the President,
the Board of Directors, or the holders of not less than ten percent of
all the shares entitled to vote at the meeting.
SECTION 2.4. NOTICE OF MEETINGS. - WAIVER. - Written or printed
notice, stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at
the direction of the Board of Directors, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the shareholder at the address appearing on the stock
transfer books of the Corporation, with postage thereon prepaid.
SECTION 2.5. CLOSING OF TRANSFER BOOKS; FIXING OF RECORD DATE. For
the purpose of determining shareholders entitled to notice of, or to
vote at, any special meeting of shareholders, or at any adjournment
thereof, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period but not to
exceed, in any case, 60 days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of
or to vote at a meeting of shareholders, such books shall be closed for
at least 10 days immediately preceding such meeting. In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such
date in any case not to be more than 70 days, and in the case of a
meeting of shareholders not less than 10 days, prior to the date on
which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been
made as provided in this section, such determination shall apply to any
adjournment thereof.
SECTION 2.6. VOTING RECORD. - The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make, at
least 10 days prior to each meeting of shareholders, a complete record
of the shareholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order with the address of and the
number of shares held by each, which record shall be kept on file at the
registered office of the Corporation and shall be subject to inspection
by any shareholder at any time during usual business hours for a period
of 10 days prior to such meeting. Such record shall also be produced
and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer book shall be prima facie evidence
of the identity of the shareholders entitled to examine such record or
transfer books or to vote at any meeting of shareholders.
SECTION 2.7. QUORUM. - A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time
to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
The shareholders present at a duly organized meeting may continue to
transact business until adjournment only if a quorum is represented
throughout.
SECTION 2.8. CONDUCT OF MEETING. - Meetings of the shareholders
shall be presided over by one of the following officers in the order of
seniority if present and acting - the Chairman of the Board, the
President, the Secretary, or if none of the foregoing is in office and
present and acting, by a chairperson to be chosen by the shareholders.
The Secretary of the Corporation, or if absent, an Assistant Secretary,
shall act as secretary of the meeting, but if neither the Secretary nor
an Assistant Secretary is present, or if the Secretary is presiding over
the meeting and the Assistant Secretary is not present, the Chairman of
the meeting shall appoint a secretary of the meeting.
SECTION 2.9. PROXIES. - At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or
by a duly authorized attorney-in-fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting.
No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
SECTION 2.10. VOTING OF SHARES. - Each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders.
SECTION 2.11 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing
in the name of another corporation may be voted by such officer, agent
or proxy as the Bylaws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation
may determine.
Shares held by an administrator, executor, guardian or conservator
may be voted by such person, either in person or by proxy, without a
transfer of such shares into that person's name. Shares standing in the
name of a trustee may be voted by such trustee, either in person or by
proxy, without a transfer of such shares into the trustee's name. The
Corporation may request evidence of such fiduciary status with respect
to the vote, consent, waiver, or proxy appointment.
Shares standing in the name of a receiver or trustee in bankruptcy
may be voted by such receiver or trustee, and shares held by or under
the control of a receiver may be voted by such receiver without the
transfer of the shares into such person's name if authority so to do be
contained in an appropriate order of the court by which such receiver
was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the shares held
in the name of a shareholder shall be entitled to vote such shares. The
Corporation may request evidence of such signatory's authority to sign
for the shareholder with respect to the vote, consent, waiver, or proxy
appointment.
Neither treasury shares nor shares held by another corporation, if
a majority of the shares entitled to vote for the election of Directors
of such other corporation is held by the Corporation, shall be voted at
any meeting or counted in determining the total number of outstanding
shares at any given time.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS. - The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 3.2. NUMBER, TENURE, QUALIFICATIONS AND REMOVAL. - The
number of Directors of the Corporation shall be nine. Each Director
shall hold office until the next annual meeting of shareholders and
until the Director's successor shall have been elected and qualified,
unless removed at a meeting called expressly for that purpose by a vote
of the holders of a majority of the shares then entitled to vote at an
election of Directors. A Director may only be removed upon a showing of
cause. Directors need not be residents of the State of Iowa or
shareholders of the Corporation. Not more than three Directors shall be
officers or employees of the Corporation or its subsidiaries. No person
who has reached the age of 70 years shall be eligible for election or re-
election to the Board of Directors, unless approved by the Board of
Directors upon recommendation by the Chairman of the Board and the
Nominating Committee. Except for the Chief Executive Officer, any
Officer or employee of the Corporation serving as a Director who
retires, resigns or is removed or terminated from his or her present
office or employment with the Corporation shall simultaneously resign
from the Board of Directors. In the event the Chief Executive Officer
resigns or retires from his or her office or employment with the
Corporation, he or she shall simultaneously submit his or her
resignation from the Board of Directors if requested by the Nominating
Committee. In the event that the Chief Executive Officer is removed
from his or her office by the Board of Directors, or is involuntarily
terminated from employment with the Corporation, he or she shall
simultaneously submit his or her resignation from the Board of
Directors.
SECTION 3.3. REGULAR MEETINGS. - An annual meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
after, and at the same place as, the annual meeting of shareholders.
Unless otherwise provided by resolution of the Board of Directors,
regular meetings of the Board of Directors, additional to the annual
meeting, shall be held on the first Tuesday of February, May, and
August, and on the first Wednesday of November of each year, at the
principal office or any place within or without the State of Iowa as
shall be designated by the Board of Directors without notice other than
such resolution.
SECTION 3.4. SPECIAL MEETINGS. - Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the
Board, President or any two Directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any place
either within or without the State of Iowa, whether in person or by
telecommunications, as the place for holding any special meeting of the
Board of Directors called by them.
SECTION 3.5. NOTICE. - Notice of any special meeting shall be given
at least three days prior to the meeting by written notice delivered
personally or mailed to each Director at the Director's business
address, by telegram, or orally by telephone. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail, so addressed, with postage prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any director may waive notice of
any meeting. The attendance of a Director at a meeting shall constitute
a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
SECTION 3.6. QUORUM. - A majority of the number of Directors fixed
by Section 3.2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if
less than such majority is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without
further notice.
SECTION 3.7. MANNER OF ACTING. - The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. A Director shall be considered present
at a meeting of the Board of Directors or of a committee designated by
the Board if the Director participates in such meeting by conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
SECTION 3.8. INFORMAL ACTION. - Any action required or permitted
to be taken at any meeting of the Directors of the Corporation or of any
committee of the Board may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the
Directors or all of the members of the committee of Directors, as the
case may be. Such consent shall have the same force and effect as a
unanimous vote at a meeting and shall be filed with the Secretary of the
Corporation to be included in the official records of the Corporation.
SECTION 3.9. PRESUMPTION OF ASSENT. - A Director of the Corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the
action taken unless (a) the Director objects at the beginning of the
meeting or promptly upon arrival to the holding of or transacting
business at the meeting, (b) the Director's dissent shall be entered in
the minutes of the meeting, or (c) the Director shall file a written
dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered or certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
SECTION 3.10. VACANCIES. - Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in
the number of Directors may be filled by the affirmative vote of a
majority of the Directors then in office, even if less than a quorum of
the Board of Directors. Failure to attend three consecutive regular
meetings of the Board of Directors shall disqualify a Director from
further service as a Director during the year in which the third
delinquency occurs and shall make such Director ineligible for re-
election, unless such failure to attend be determined by the affirmative
vote of two-thirds of the remaining Directors holding office to be due
to circumstances beyond the control of such Director. A resignation
may be tendered by any Director at any meeting of the shareholders or of
the Board of Directors, who shall at such meeting accept the same.
SECTION 3.11. COMPENSATION. - The Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of
the Board of Directors or may receive a stated salary as Director. No
such payment shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation for
attending committee meetings.
SECTION 3.12. EXECUTIVE COMMITTEE. - The Board of Directors shall,
at each annual meeting thereof, appoint from its number an Executive
Committee of not less than three (3) nor more than five (5) members,
including the Chairman of the Board and the Chief Executive Officer of
the Corporation, to serve, subject to the pleasure of the Board, for the
year next ensuing and until their successors are appointed by the Board.
The Board of Directors at such time shall also fix the compensation to
be paid to the members of the Executive Committee. No member of the
Executive Committee shall continue to be a member after ceasing to be a
Director of the Corporation. The Board of Directors shall have the
power at any time to increase or decrease the number of members of the
Executive Committee, to fill vacancies, to change any member, and to
change the functions or terminate the Committee's existence.
SECTION 3.13. POWERS OF EXECUTIVE COMMITTEE. - The Executive
Committee appointed by the Board of Directors as above provided shall
possess all the power and authority of the Board of Directors when said
Board is not in session, but the Executive Committee shall not have the
power to, (1) declare dividends or distributions, (2) approve or
recommend directly to the shareholders actions required by law to be
approved by shareholders, (3) fill vacancies on the Board of Directors
or designate directors for purposes of proxy solicitation, (4) amend the
Articles, (5) adopt, amend, or repeal Bylaws, (6) approve a plan of
merger not requiring shareholders approval, (7) authorize reacquisition
of shares unless pursuant to a method specified by the Board, or (8)
authorize the sale or issuance of shares or designate the terms of a
series of a class of shares, except pursuant to a method specified by
the Board, to the extent permitted by law.
SECTION 3.14. PROCEDURE: MEETINGS: QUORUM. - Regular meetings of
the Executive Committee may be held at least once in each month on such
day as the Committee shall elect and special meetings may be held at
such other times as the Chairman of the Board or any two members of the
Executive Committee may designate. Notice of special meetings of the
Executive Committee shall be given by letter, telegram, or cable
delivered for transmission not later than during the second day
immediately preceding the day for such meeting or by word of mouth or
telephone not later than the day immediately preceding the date for such
meeting. No such notice need state the business to be transacted at the
meeting. No notice need be given of an adjourned meeting. The
Executive Committee may fix its own rules of procedure. It shall keep a
record of its proceedings and shall report these proceedings to the
Board of Directors at the regular meeting thereof held next after the
meeting of the Executive Committee. Attendance at any meeting of the
Executive Committee at a special meeting shall constitute a waiver of
notice of such special meeting.
At its last meeting preceding the annual meeting of the Board of
Directors, the Executive Committee shall make to the Board its
recommendation of officers of the Corporation to be elected by the Board
for the ensuing year.
The Chairman of the Board shall act as Chairman at all meetings of
the Executive Committee. The Secretary of the Corporation shall act as
Secretary of the meeting. In case of the absence from any meeting of
the Executive Committee of the Secretary of the Corporation, the
Executive Committee shall appoint a secretary of the meeting. The
Executive Committee may hold its meetings within or without the State of
Iowa, as it may from time to time by resolution determine. A majority
of the Executive Committee shall be necessary to constitute a quorum for
the transaction of any business, and the act of a majority of the
members present at a meeting at which a quorum is present shall be the
act of the Executive Committee. The members of the Executive Committee
shall act only as a committee, and the individual members shall have no
power as such.
SECTION 3.15. OTHER COMMITTEES. - The Board of Directors may
appoint by resolution adopted by a majority of the full Board of
Directors from among its members, other committees, temporary or
permanent, and, to the extent permitted by law and these Bylaws, may
designate the duties, powers, and authorities of such committees subject
to the same restriction of powers as provided in Section 3.13.
ARTICLE IV
OFFICERS
SECTION 4.1. OFFICERS. - The officers of the Corporation shall be a
Chairman of the Board, a President, a Secretary, a Treasurer, Assistant
Secretaries and Assistant Treasurers, and may include a General Counsel,
each of whom shall be elected by the Board of Directors. Such other
officers, including vice-presidents and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors.
Any two or more offices, other than those of Chairman of the Board and
Secretary and those of President and Secretary, may be held by the same
person.
SECTION 4.2. ELECTION AND TERM OF OFFICE. - The officers of the
Corporation to be elected by the Board of Directors shall be elected
annually by the Board at its annual meeting held after each annual
meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
may be convenient. A vacancy in any office for any reason may be filled
by the Board of Directors for the unexpired portion of the term.
SECTION 4.3. REMOVAL OF OFFICERS. - Any officer may be removed by
the Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer shall not of itself
create contract rights.
SECTION 4.4. CHAIRMAN OF THE BOARD. - The Chairman of the Board
shall be the Chief Executive Officer of the Corporation. The Chairman
of the Board shall preside at all meetings of the Board of Directors and
shall be a member of the Executive Committee. The Chairman of the Board
shall see that all resolutions and orders of the Board of Directors or
the Executive Committee are carried into effect and shall exercise such
other powers and perform such other duties as may be designated by the
Board of Directors and the Executive Committee.
SECTION 4.5. PRESIDENT. - The President shall be the Chief
Operating Officer of the Corporation and shall have general supervision
of and be accountable for the control of the Corporation's business
affairs, properties and management and otherwise shall have the general
powers and duties usually vested with the office of President of a
Corporation, subject, however, to the control of the Board of Directors,
the Executive Committee, and the Chairman of the Board & Chief Executive
Officer. The President shall see that all resolutions and orders of the
Board of Directors or the Executive Committee are carried into effect
and shall exercise such other powers and perform such other duties as
may be designated by the Board of Directors, the Executive Committee,
and the Chairman of the Board & Chief Executive Officer.
SECTION 4.6. VICE-PRESIDENTS. - A Vice President (if one or more be
elected or appointed) shall have such powers and perform such duties as
the Board of Directors may from time to time prescribe or as the
Chairman of the Board or the President may from time to time delegate.
SECTION 4.7 TREASURER. - The Treasurer shall have the custody of
the funds and securities of the Corporation. Whenever necessary or
proper, the Treasurer shall (1) endorse, on behalf of the Corporation,
checks, notes or other obligations and deposit the same to the credit of
the Corporation in such bank or banks or depositories as the Board of
Directors may designate; (2) sign receipts or vouchers for payments made
to the Corporation which shall also be signed by such other officer as
may be designated by the Board of Directors- (3) disburse the funds of
the Corporation as may be ordered by the Board, taking proper vouchers
for such disbursements- and (4) render to the Board of Directors, the
Executive Committee, the Chairman of the Board and the President at the
regular meetings of the Board or Executive Committee, or whenever any of
them may require it, an account of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond with one or more sureties satisfactory to
the board, for the faithful performance of the duties of this office,
and for the restoration to the Corporation, in case of death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in possession or
under control of the Treasurer.
SECTION 4.8. SECRETARY. - The Secretary shall record the votes and
proceedings of the Shareholders, the Board of Directors and the
Executive Committee in a book or books kept for that purpose, and shall
serve notices of and attend all meetings of the Directors, the Executive
Committee and shareholders. In the absence of the Secretary or an
Assistant Secretary from any meeting of the Board of Directors, the
proceedings of such meeting shall be recorded by such other person as
may be appointed for that purpose.
The Secretary shall keep in safe custody the seal of the
Corporation, and duplicates, if any, and when requested by the Board of
Directors, or when any instrument shall have been first signed by the
Chairman of the Board, the President or a Vice President duly authorized
to sign the same, or when necessary to attest any proceedings of the
shareholders or directors, shall affix it to any instrument requiring
the same, and shall attest the same. The Secretary shall, with the
Chairman of the Board or the President, sign certificates of stock of
the Corporation and affix a seal of the Corporation or cause such seal
to be imprinted or engraved thereon, subject, however, to the provisions
providing for the use of facsimile signatures on stock certificates
under certain conditions. The Secretary shall have charge of such books
and papers as properly belong to such office, or as may be committed to
the Secretary's care by the Board of Directors or by the Executive
Committee, and shall perform such other duties as pertain to such
office, or as may be required by the Board of Directors, the Executive
Committee or the President.
SECTION 4.9. ASSISTANT TREASURERS. - Each Assistant Treasurer (if
one or more Assistant Treasurers be elected or appointed) shall assist
the Treasurer and shall perform such other duties as the Board of
Directors may from time to time prescribe or the Chairman of the Board
or the President may from time to time delegate. At the request of the
Treasurer, any Assistant Treasurer may perform temporarily the duties of
Treasurer in the case of the Treasurer's absence or inability to act.
In the case of the death of the Treasurer, or in the case of absence or
inability to act without having designated an Assistant Treasurer to
perform temporarily the duties of Treasurer, an Assistant Treasurer
shall be designated by the Chairman of the Board or the President to
perform the duties of the Treasurer. Each Assistant Treasurer shall, if
required by the Board of Directors, give the Corporation a bond with
such surety or sureties as may be ordered by the Board of Directors, for
the faithful performance of the duties of such office and for the
restoration to the Corporation, in case of death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind belonging to the Corporation in the
possession or under control of such Assistant Treasurer,
SECTION 4.10. ASSISTANT SECRETARIES. - Each Assistant Secretary (if
one or more Assistant secretaries be elected or appointed) shall assist
the Secretary and shall perform such other duties as the Board of
Directors may from time to time prescribe or the Chairman of the Board
or the President may from time to time delegate. At the request of the
Secretary, any Assistant Secretary may perform temporarily the duties of
Secretary in the case of the Secretary's absence or inability to act.
In the case of the death of the Secretary, or in the case of absence or
inability to act without having designated an Assistant Secretary to
perform temporarily the duties of Secretary, the Assistant Secretary to
perform the duties of the Secretary shall be designated by the Chairman
of the Board or the President.
SECTION 4.11. GENERAL COUNSEL. - The General Counsel shall be
responsible for the management of the Legal Department in its support of
all other operations of the Corporation including management guidance to
assure responsible decisions, information for all employees concerning
the legal and judicial environment and recommended changes of law as
deemed advisable. In addition, the General Counsel shall be responsible
for the coordination of outside counsel activities in all instances as
well as the prosecution of charges against the Corporation or other
judicial or regulatory activities. This shall include full information
for the management and employees of judicial, regulatory or other
administrative body rulings and their impact on the Corporation. The
duties shall include approval of all legal and contractual documents of
the Corporation, prior to their authorization, and full support to
various departments to assist in the development of these documents.
The General Counsel shall perform such other duties as may be assigned
from time to time by the Board of Directors, the Executive Committee,
the Chairman of the Board or the President.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 5.1. CERTIFICATES FOR SHARES. - Each certificate
representing shares of the Corporation shall state upon the fact (a)
that the Corporation is organized under the laws of the State of Iowa,
(b) the name of the person to whom issued, (c) the number and class of
shares, and the designation of the series, if any, which such
certificate represents, and (d) the par value of each share, if any, and
each such certificate shall otherwise be in such form as shall be
determined by the Board of Directors. Such certificates shall be
signed by the Chairman of the Board or the President and by the
Secretary or an Assistant Secretary and shall be sealed with the
corporate seal or a facsimile thereof. The signatures of such officers
upon a certificate may be facsimiles. If a certificate is countersigned
by a transfer agent, or registered by a registrar, the signatures of the
persons signing for such transfer agent or registrar also may be
facsimiles. In case any officer or other authorized person who has
signed or whose facsimile signature has been placed upon such
certificate for the Corporation shall have ceased to be such officer or
employee or agent before such certificate is issued, it may be issued by
the Corporation with the same effect as if such person where an officer
or employee or agent at the date of its issue. Each certificate for
shares shall be consecutively numbered or otherwise identified.
All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 5.2. TRANSFER OF SHARES. - Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by such person's legal
representative, who shall furnish proper evidence of authority to
transfer, or authorized attorney, by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares.
Subject to the provisions of Section 2.11 of Article II of these
Bylaws, the person in whose name shares stand on the books of the
Corporation shall be treated by the Corporation as the owner thereof for
all purposes, including all rights deriving from such shares, and the
Corporation shall not be bound to recognize any equitable or other claim
to, or interest in, such shares or rights deriving from such shares, on
the part of any other person, including (without limitation) a
purchaser, assignee or transferee of such shares, or rights deriving
from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the record holder of such shares, whether or not
the Corporation shall have either actual or constructive notice of the
interest of such purchaser, assignee, transferee or other person.
Except as provided in said Section 2.11 hereof, no such purchaser,
assignee, transferee or other person shall be entitled to receive notice
of the meetings of shareholders, to vote at such meetings, to examine
the complete record of the shareholders entitled to vote at meetings, or
to own, enjoy or exercise any other property or rights deriving from
such shares against the Corporation, until such purchaser, assignee,
transferee or other person has become the record holder of such shares.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. INDEMNIFICATION. - The Corporation shall indemnify its
directors, officers, employees and agents to the full extent permitted
by the Iowa Business Corporation Act, as amended from time to time. The
Corporation shall purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any
liability asserted against and incurred by such person in any such
capacity or arising out of such person's status as such, whether or not
the Corporation would have the power to indemnify such person against
such liability under the provisions of this section.
SECTION 6.2. FISCAL YEAR. - The fiscal year of the Corporation
shall be the calendar year.
SECTION 6.3. SEAL. - The corporate seal shall be circular in form
and shall have inscribed thereon the name of the Corporation and the
words "CORPORATE SEAL IOWA". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 6.4. CONTRACTS, CHECKS, DRAFTS, LOANS AND DEPOSITS. - All
contracts, checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time
be determined by resolution of the Board of Directors. The Board may
authorize by resolution any officer or officers to enter into and
execute any contract or instrument of indebtedness in the name of the
Corporation, and such authority may be general or confined to specific
instances. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such
banks or other depositories as the Board of Directors may authorize.
SECTION 6.5. DIVIDENDS. - Subject to the provisions of the Articles
of Incorporation, the Board of Directors may, at any regular or special
meeting, declare dividends upon the capital stock of the Corporation
payable out of surplus (whether earned or paid-in) or profits as and
when they deem expedient. Before declaring any dividend there may be
set apart out of surplus or profits such sum or sums as the directors
from time to time in their discretion deem proper for working capital or
as a reserve fund to meet contingencies or for such other purposes as
the directors shall deem conducive to the interests of the Corporation.
SECTION 6.6. WAIVER OF NOTICE. - Whenever any notice is required to
be given to any shareholder or Director of the Corporation under the
provisions of these Bylaws or under the provisions of the Articles of
Incorporation or under the provisions of the Iowa Business Corporation
Act, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
SECTION 6.7. VOTING OF SHARES OWNED BY THE CORPORATION. Subject
always to the specific directions of the Board of Directors, any share
or shares of stock issued by any other corporation and owned or
controlled by the Corporation may be voted at any shareholders' meeting
of such other corporation by the President of the Corporation if
present, or if absent by any other officer of the Corporation who may be
present. Whenever, in the judgment of the President, or if absent, of
any officer, it is desirable for the Corporation to execute a proxy or
give a shareholders' consent in respect to any share or shares of stock
issued by any other corporation and owned by the Corporation, such proxy
or consent shall be executed in the name of the Corporation by the
President or one of the officers of the Corporation and shall be
attested by the Secretary or an Assistant Secretary of the Corporation
without necessity of any authorization by the Board of Directors. Any
person or persons designated in the manner above stated as the proxy or
proxies of the Corporation shall have full right, power and authority to
vote the share or shares of stock issued by such other corporation and
owned by the Corporation in the same manner as such share or shares
might be voted by the Corporation.
SECTION 6.8. AMENDMENTS. - These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.