Exhibit 3(ii)
REVISED AND RESTATED BY-LAWS
OF
WERNER ENTERPRISES, INC.
(February 8, 2007)
ARTICLE I.
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
Shareholders shall be held on the second Tuesday in the month of
May in each year, or such other time on such other day within
such month as shall be fixed by 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
Nebraska, such meeting shall be held on the next succeeding
business day. Annual meetings shall be held in the office of the
corporation or at such other place, either within or without the
State of Nebraska, as shall be determined by the Board of
Directors. 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 may be called by the Chairman of the Board, the
President or a majority of the Board of Directors. Special
meetings shall be held at such place, either within or without
the State of Nebraska, as shall be stated in the notice.
Section 3. Notice of Meeting. Written or printed notice
stating the place, day and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor
more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the President,
the Secretary, or the officer or persons calling the meeting, to
each Shareholder of record entitled to vote at such meeting.
Section 4. Closing of Transfer Books or Fixing of
Record Date. For the purpose of determining Shareholders entitled
to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or Shareholders entitled to receive payment
of any dividend, or in order to make a determination of
Shareholders for any other proper purpose, the Board of Directors
of the corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any
case, fifty (50) 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 (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
to be not more than fifty (50) days and, in the case of a meeting
of Shareholders, not less than ten (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 entitled to notice of or to vote at a meeting of
Shareholders, or 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 any meeting of
Shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 5. Voting Record. The officer or agent having
charge of the stock transfer books for shares of the corporation
shall make, at least ten (10) days before 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. For a period of ten (10) days prior to such
meeting, the list 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
record, or a duplicate thereof, 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
record or transfer books or to vote at any meeting of
Shareholders.
Section 6. Quorum. A majority of the outstanding shares
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders. The holders or
their representatives of a majority of the shares present at a
meeting, even though less than a majority of the shares
outstanding, may adjourn the meeting from time to time without
notice other than an announcement at the meeting, until such time
as a quorum is present. At any such adjourned meeting at which a
quorum is present, any business may be transacted which might
have been transacted at the original meeting. If a quorum is
present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject
matter shall be the act of the Shareholders, unless the vote of a
greater number is required by law, by the Articles of
Incorporation, or by these By-Laws.
Section 7. Proxies. At all meetings of the
Shareholders, a Shareholder may vote either in person or by proxy
executed in writing by a Shareholder or his duly authorized
attorney in fact. Proxies solicited on behalf of the management
shall be voted as directed by the Shareholder or, in the absence
of such direction, as determined by a majority of the Board of
Directors. No proxy shall be valid after eleven (11) months from
the date of its execution unless otherwise provided in the proxy.
Section 8. Voting of Shares. Subject to the provisions
of Sections 9 and 10 of this Article I, each Shareholder entitled
to vote shall be entitled to one (1) vote for each share of stock
held by him upon each matter submitted to a vote at a meeting of
Shareholders.
Section 9. Voting of Shares by Certain Holders.
Treasury shares shall not be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time.
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 corporation may determine.
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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.
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 to do so 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.
Section 10. Cumulative Voting. At each election for
directors, every Shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number
of shares owned by him for as many persons as there are directors
to be elected and for whose election he has a right to vote, or
to cumulate said shares and give one candidate as many votes as
the number of directors multiplied by the number of his shares
shall equal, or to distribute them upon the same principle among
as many candidates as he shall think fit.
Section 11. Informal Action by Shareholders. Any action
required to be taken at a meeting of the Shareholders, or any
action which may 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 of the Shareholders
entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous
vote of Shareholders and may be stated as such in any articles or
document filed with the Secretary of State under applicable state
law.
Section 12. Inspectors of Election. In advance of any
meeting of Shareholders, the Board of Directors may appoint any
persons, other than nominees for office, as inspectors of
election to act at such meeting or any adjournment thereof. The
number of inspectors shall be either one (1) or three (3). If
the Board of Directors so appoints either one (1) or three (3)
inspectors, that appointment shall not be altered at the meeting.
If inspectors of election are not so appointed, the Chairman of
the Board of Directors or the President may make such appointment
at the meeting. In case any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may be filled
by appointment by the Board of Directors in advance of the
meeting or at the meeting by the Chairman of the Board of
Directors or the President.
Unless otherwise prescribed by applicable regulations, the
duties of such inspectors shall include: determining the number
of shares of stock and the voting power of each share, the shares
of stock represented at the meeting, the existence of a quorum,
the authenticity, validity, and effect of proxies; receiving
votes, ballots, or consents; hearing and determining all
challenges and questions in any way arising in connection with
the right to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to conduct
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the election or vote with fairness to all Shareholders.
Section 13. Nominations. Nominations to fill positions
on the Board of Directors shall be made by the Board of
Directors. Recommendations of persons to fill positions on the
Board of Directors shall be made by a Nominating Committee
consisting of three or more independent directors appointed by
the Board. The Nominating Committee will be governed by a
charter and policies established by the Board. Except in the
case of a nominee substituted as a result of the death or other
incapacity of a nominee, the Nominating Committee shall submit
names to the Board Secretary no later than 75 days before the
annual meeting. Stockholders may also submit nominations in
accordance with policy set by the Board.
Section 14. New Business. Any new business to be taken
up at the annual meeting shall be stated in writing and filed
with the Secretary of the corporation at least twenty (20) days
before the date of the annual meeting, and all business so
stated, proposed and filed shall be considered at the annual
meeting, but no other proposal shall be acted upon at the annual
meeting. Any Shareholder may make any other proposal at the
annual meeting and the same may be discussed and considered, but,
unless stated in writing and filed with the Secretary at least
twenty (20) days before the meeting, such proposal shall be laid
over for action at an adjourned, special, or annual meeting of
the Shareholders taking place thirty (30) days or more
thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of
officers, directors and committees, but, in connection with such
reports, no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.
ARTICLE II
DIRECTORS
Section 1. Number and Qualifications. The business and
affairs of the corporation shall be managed by a Board of
Directors consisting of eight (8) Directors. The Directors need
not be residents of the State of Nebraska, nor Shareholders of
the corporation. Although the number and qualifications of the
Directors may be changed from time to time by amendment to these
By-Laws, no change shall affect the incumbent Directors during
the terms for which they were elected.
Section 2. Classification of Board. The Board of
Directors shall be divided, with respect to the time during which
the Directors shall hold office, into classes which are
designated as Classes I, II and III. The number of Directors in
each such class shall be the same as in each other such class to
the extent possible. When creating a new directorship through
expansion of the size of the Board of Directors or when
eliminating a directorship through reduction of the size of the
Board of Directors, the Board shall designate the class of the
new or eliminated directorship and any newly created or
eliminated directorships resulting from an increase or decrease
shall be apportioned by the Board among the classes of Directors
so as to maintain such classes as nearly equal as possible. The
term of office of the Class I will expire at the 1995 annual
meeting of Shareholders, the term of office of the Class II will
expire at the 1996 annual meeting of Shareholders and the term of
office of the Class III will expire at the 1997 annual meeting of
Shareholders with Directors in each class to hold office until
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his or her successor shall have been duly elected and qualified.
The class into which each Director elected at the 1994 annual
meeting of Shareholders shall be designated and the Directors
then elected will hold office for terms corresponding to their
respective class. At each subsequent annual meeting of
Shareholders, Directors elected to succeed those Directors whose
terms then expire shall be elected for a term of office to expire
at the third succeeding annual meeting of Shareholders after
their election, with each Director to hold office until his or
her successor is elected and qualified.
Section 3. Removal and Vacancies. A Director may be
removed by vote of the holders of a majority of the shares
entitled to vote at an election of Directors which vote is taken
at a meeting of the Shareholders called expressly for that
purpose. However, if less than the entire Board is to be removed
at such special meeting, then no individual Director may be
removed if the votes cast against the removal of such Director
would be sufficient to elect such Director if then cumulatively
voted at an election of Directors for the class of which such
Director is a member. Any vacancies in the Board of Directors,
occurring for any reason, shall be filled by the vote of the
remaining Directors, even if less than a quorum, or by a sole
remaining Director. The Director class of any Directors chosen
to fill vacancies shall be designated by the Board and such
Directors shall hold office until the next election of Directors
of the class of which they are a member and until their
successors shall be elected and qualified.
Section 4. Quorum. A majority of the number of
directors fixed by the By-Laws shall constitute a quorum for the
transaction of any business at any meeting of the Board of
Directors. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors, unless a greater number is specified by the
Articles of Incorporation or these By-Laws. If less than a
quorum is present at any meeting, the majority of these present
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present.
Section 5. Annual Meeting. The annual meeting of the
Board of Directors shall be held without notice other than this
By-Law immediately following adjournment of the annual meeting of
Shareholders and shall be held at the same place as the annual
meeting of Shareholders unless some other place is agreed upon.
Section 6. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board or
the President or a majority of the Board of Directors, and shall
be held at the office of the corporation or at such other place,
either within or without the State of Nebraska, as the notice may
state.
Section 7. Notice. No notice is required for regular
meetings of the Board of Directors and its committees. Notice of
special meetings of the Board of Directors and its committees,
stating the date, time, and place thereof, shall be given in a
manner described herein at least one (1) day prior to the date of
the meeting. The purpose of the meeting need not be given in the
notice. Any director's attendance at a meeting shall constitute
a waiver of notice of such meeting, except where the 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.
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Oral notice may be communicated in person or by telephone,
wire or wireless equipment, that does not transmit a facsimile of
the notice. Oral notice is effective when communicated if
communicated in a comprehensible manner.
Written notice may be transmitted by mail, email, private
carrier, or personal delivery; or telephone, wire, or wireless
equipment that transmits a facsimile of the notice and provides
the transmitter with an electronically generated receipt. Written
notice is effective at the earliest of the following: (a) when
received; (b) three (3) days after its deposit in the U.S. mail
if mailed with first-class postage, to the address as it appears
on the current records of the Corporation; (c) on the date shown
on the return receipt, if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on
behalf of the addressee.
Section 8. Action Without a Meeting. Any action
required to be taken at a meeting of the Board of Directors, or
of any committee, 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, as
the case may be. Such consent shall have the same effect as a
unanimous vote. The consent may be executed by the directors in
counterparts.
Section 9. Voting. At all meetings of the Board of
Directors, each director shall have one (1) vote irrespective of
the number of shares he may hold. Members of the Board of
Directors may vote and participate in meetings by means of
conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other.
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 person acting as
the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered 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. Compensation. By resolution of the Board 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.
Section 12. Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole
Board, appoint an executive committee, an audit committee, and
one or more other committees, each committee to consist of two
(2) or more directors of the corporation, which committees shall,
to the extent permitted by law, have and may exercise such powers
of the Board of Directors in the management of the business and
affairs of the corporation as shall be delegated to them.
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Section 13. Advisory Directors. The Board of Directors
may by resolution appoint advisory directors to the Board, who
shall serve as directors emeritus, and shall have such authority
and receive such compensation and reimbursement as the Board of
Directors shall provide. Advisory directors shall not have the
authority to participate by vote in the transaction of business.
ARTICLE III
OFFICERS
Section 1. Number and Qualifications. The officers of
the corporation shall be a Chairman of the Board, one or more
Vice-Chairmen (as the Board of Directors shall determine), a
President, one or more Vice-Presidents (including Executive Vice-
Presidents, Senior Executive Vice-Presidents, or Senior Vice-
Presidents, as the Board of Directors shall determine), a
Secretary, and a Treasurer and such other officers and agents as
may be deemed necessary by the Board of Directors. Any two (2)
or more offices may be held by the same person.
Section 2. Election and Tenure. The officers of the
corporation shall be elected by the Board of Directors at its
annual meeting. Each officer shall hold office for a term of one
(1) year or until his successor shall have been duly elected and
shall have become qualified, unless his service is specified by
an employment contract of greater length or is terminated sooner
because of death, resignation, or otherwise. The Board of
Directors may authorize the corporation to enter into an
employment contract with any officer in accordance with state
law.
Section 3. Removal. Any officer or agent of the
corporation, elected or appointed by the Board of Directors, may
be removed by the Board of Directors whenever in its judgment the
best interests of the corporation should 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. Vacancies occurring in any office
by reason of death, resignation, or otherwise may be filled by
the Board of Directors at any meeting.
Section 5. Chairman of the Board. The Chairman of the
Board shall, when present, preside at all meetings of the
Shareholders and of the Board of Directors. He may sign, with
the Secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any 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 the 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 incidental
to the office of Chairman and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. Vice-Chairman of the Board. The Vice-
Chairman, whether one or more, of the Board, shall, subject to
the control of the Board of Directors, advise and assist the
Chairman in the general supervision and control of the business
and affairs of the corporation. The Vice-Chairman shall, in the
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absence of the Chairman (or in the event there should be more
than one Vice-Chairman, the Vice-Chairmen in the order designated
at time of their election, or in the absence of any such
designation, then in the order of their election) preside at all
meetings of the Shareholders and of the Board of Directors. He
may sign with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation, any 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 the 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 as may be prescribed by the Board of Directors from time
to time.
Section 7. The President and Chief Executive Officer.
The President shall be the chief executive officer (CEO) of the
corporation and, subject to the control of the Board of Directors
and the direction of the Chairman of the Board, shall in general
supervise and control the operation of the business and affairs
of the corporation. If a member of the Board of Directors, he
shall, in the absence of the Chairman of the Board and the Vice-
Chairman, preside at all meetings of the Shareholders and of the
Board of Directors. He may sign, with the Secretary or any other
proper officer of the corporation, certificates for shares of the
corporation, and 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 President and CEO and such other duties as may be prescribed
by the Board of Directors from time to time.
Section 8. The Vice-Presidents. In the absence of the
President or in the event of his death, inability, or refusal to
act, the Vice-President 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. In that
event, the Senior Executive Vice-President, the Executive Vice-
President, Senior Vice-President, or Vice-President, designated
at time of his election, shall perform the duties of the
President. In the absence of any such designation, the position
shall be filled by the first elected Senior Executive Vice-
President, or if none, the first elected Executive Vice-
President, or if none, the first elected Senior Vice-President,
or if none, the first elected Vice-President. Any Senior
Executive Vice-President, Executive Vice-President, Senior Vice-
President, or Vice-President may sign with the Secretary or any
other proper officer of the corporation, certificates for shares
of the corporation; and shall perform such other duties as from
time to time may be assigned to him by the President or by the
Board of Directors.
Section 9. Secretary. The Secretary shall: (a) keep
minutes of the proceedings of the Shareholders and of the Board
of Directors in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be the
custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed
to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized; (d) keep a
register of the post office address of each Shareholder which
shall be furnished to the Secretary by such Shareholder; (e) sign
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with the Chairman of the Board of Directors, President or a Vice-
President, certificates for shares of the corporation, the
issuance of which shall be authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer books
of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the President or by the
Board of Directors.
Section 10. The Treasurer. The Treasurer shall: (a)
have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies, or in other
depositories as shall be selected in accordance with the
provisions of these By-Laws; and (c) in general perform all of
the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned by the President or
by the Board of Directors. 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.
Section 11. Other Officers. Other officers shall perform
such duties and have such powers as may be assigned to them by
the Board of Directors.
Section 12. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE IV
SEAL
The corporate seal of the corporation shall contain the
name of the corporation and shall be in such form as the Board of
Directors shall prescribe.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. The shares of the
corporation may be certificated or uncertificated, as authorized
by the Board of Directors in accordance with Nebraska law. If
certificated, all shares shall be represented by certificates
signed by the Chairman of the Board of Directors or by the
President or a Vice-President and by the Treasurer or by the
Secretary of the corporation, and may be sealed with the seal of
the corporation or a facsimile thereof. Any or all of the
signatures upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or registered
by a registrar, other than the corporation itself or an employee
of the corporation. If an officer who has signed or whose
facsimile signature has been placed upon such certificate shall
have ceased to be such officer before the certificate is issued,
it may be issued by the corporation with the same effect as if he
were such officer at the date of its issue.
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Section 2. Form of Share Certificates. Each certificate
representing shares shall state upon the face thereof; that the
corporation is organized under the laws of the State of Nebraska;
the name of the person to whom issued; the number and class of
shares; the designation of the series, if any, which such
certificate represents; the par value of each share represented
by such certificate, or a statement that the shares are without
par value. Other matters in regard to the form of the
certificates shall be determined by the Board of Directors.
Section 3. Loss or Destruction. In case of loss or
destruction of a certificate of stock, no new certificate shall
be issued in lieu thereof except upon satisfactory proof to the
Board of Directors of such loss or destruction, and upon the
giving of satisfactory security by bond or otherwise against loss
to the corporation.
Section 4. Transfer of Shares. Transfer of shares of
capital stock of the corporation shall be made only on its stock
transfer books. Authority for such transfer shall be given only
by the holder of record thereof or by his legal representative,
who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the corporation. Transfer of certificated shares
shall be made only on surrender for cancellation of the
certificate for such shares. The person in whose name shares of
capital stock stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all
purposes.
ARTICLE VI
DIVIDENDS AND BANK ACCOUNT
Section 1. Dividends. In addition to other dividends
authorized by law, the Board of Directors, by resolution, may
from time to time declare dividends to be paid out of the
unreserved and unrestricted earned surplus of the corporation,
but no dividend shall be paid when the corporation is insolvent,
when the payment thereof would render the corporation insolvent
or when otherwise prohibited by law.
Section 2. Bank Account. The funds of the corporation
shall be deposited in such banks, trust funds, or depositories as
the Board of Directors may designate and shall be withdrawn upon
the signature of the President and upon the signatures of such
other person or persons as the directors may by resolution
authorize.
ARTICLE VII
AMENDMENTS
These By-Laws may be altered, amended or repealed and new
By-Laws may be adopted by the Board of Directors at any regular
or special meeting of the Board of Directors.
ARTICLE VIII
WAIVER OF NOTICE
Whenever any notice is required to be given to any
Shareholder or Director of the corporation under the provisions
of the Articles of Incorporation or under the provisions of
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applicable state law, 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 equivalent to the giving
of such notice.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
At the discretion of the Board of Directors, and subject to
the provisions of the Articles of Incorporation, the corporation
may indemnify 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 other agent of another corporation, partnership, trust, or
other enterprise as permitted by the Nebraska Business
Corporation Act, as amended from time to time.
ARTICLE X
DIRECTORS' INTEREST IN CONTRACTS
In the absence of fraud, no contract or other transaction
between the corporation and any other person, corporation, firm,
syndicate, association, partnership or joint venture shall be
either void or voidable or otherwise affected by reason of the
fact that one or more directors of the corporation are or become
directors or officers of such other corporation, firm, syndicate
or association or members of such partnership or joint venture,
or are pecuniarily or otherwise interested in such contract or
transaction, provided that (1) the fact such director or
directors of the corporation are so situated or so interested, or
both, is disclosed or known to the Board of Directors or
committee 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 interested
directors; (2) that such fact 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 (3) the contract or transaction is fair and reasonable to the
corporation. Any director of the corporation who is also a
director or officer of such other corporation, firm, syndicate,
or association, or a member of such partnership or joint venture
or is pecuniarily or otherwise interested in such contract or
transaction, may be counted for the purpose of determining the
presence of a quorum at any meeting of the Board of Directors
which shall authorize any such contract or transaction.
ARTICLE XI
FISCAL YEAR
Section 1. Fiscal Year. The fiscal year of the
corporation shall begin on the 1st day of January in each year,
or at such other time as may be determined by the Board of
Directors.
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