BY-LAWS OF
IDS CERTIFICATE COMPANY
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of Newcastle, State of Delaware.
Section 2. The Corporation may also have offices at such other places
as the board of directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
Section 1. Meetings of the stockholders shall be held in the City of
Minneapolis, Minnesota, or at such other place, within or without the State of
Delaware, as may be designated by the board of directors, and at such time as
may be designated in the call and notice thereof.
Section 2. The annual meeting of stockholders for the election of
directors and the transaction of such other business as may properly come before
the meeting shall be held within thirteen months subsequent to the last annual
stockholder meeting.
Section 3. In the event the stockholders shall fail to hold an annual
meeting at the time specified therefor in Section 2 of this Article, or the
directors are not elected thereat, directors may be elected at a special meeting
held for that purpose upon call and notice as hereinafter provided for a special
meeting of stockholders.
Section 4. Special meetings of stockholders may be called for any
purpose or purposes at any time by the chairman of the board of directors, the
president, the secretary, the board of directors, and two or more members of the
board of directors, or in the manner hereinafter provided by one or more
stockholders holding not less than one-tenth of the issued and outstanding
shares of stock. Upon request, in writing, by registered mail or delivered in
person to the president, and vice-president, or secretary, by any person or
persons entitled to call a meeting of stockholders, such officer shall forthwith
cause notice to be given to the stockholders of a special meeting of
stockholders to be held at such time as such officer shall fix, not less than
ten nor more than sixty days after the receipt of such request. Any such request
shall state the purpose or purposes of the proposed meeting.
Section 5. Written notice of each meeting of stockholders, stating the
time and place, and in case of a special meeting the purpose thereof, shall be
served upon or mailed to each stockholder of record at such address as appears
on the stock register of the Corporation, at least ten days before such meeting.
Section 6. Notice of the time, place and purpose of any meeting of
stockholders, whether required by statute, by the articles of incorporation or
by these by-laws, may be waived in writing by any stockholder. Such waiver may
be given before or after the meeting, and shall be filed with the secretary or
entered upon the records of the meeting.
Section 7. Any action which, by statute or by the articles of
incorporation, may be taken at a meeting of stockholders, may be taken without a
meeting if a consent in writing shall be signed by all of the holders of stock
who would be entitled to a notice of a meeting for such purpose.
Section 8. Business transacted at all special meetings shall be
confined to the objects stated in the call.
Section 9. The presence, at any meeting of stockholders, in person or
by proxy of the holders of a majority of the shares of stock issued and
outstanding shall constitute a quorum for the transaction of business, except as
otherwise provided by statute or by the articles of incorporation. If, however,
a quorum shall not be present at any meeting of stockholders, the stockholders
present in person or by proxy, shall have power to adjourn the meeting from time
to time, until a quorum shall be present. If any meeting of stockholders be
adjourned to another time or place, whether for lack of quorum or otherwise, no
notice as to such adjourned meeting need be given other than by an announcement,
giving the time and place thereof, at the meeting at which the adjournment is
taken. At such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until final
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
Section 10. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares of stock, present in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of the statutes or of the articles of
incorporation or of these by-laws, a different vote is required, in which case,
such express provision shall govern and control the decision of such question.
Section 11. At each meeting of the stockholders, every stockholder of
record at the date fixed by the board of directors as the record date for the
determination of the persons entitled to vote at a meeting of stockholders, or,
if no date has been fixed, then at the date of the meeting, shall be entitled at
such meeting to one vote for each share of stock standing in his name on the
books of the Corporation. A stockholder may cast his vote or votes in person or
by proxy. The appointment of a proxy shall be in writing filed with the
secretary at or before the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall not be less than five nor more than fifteen, as the holders of the
shares of stock issued and outstanding may from time to time determine.
Directors shall be elected at the annual meeting of the stockholders of the
Corporation, except that if the number of directors is increased at any time
other than at an annual meeting of stockholders, an additional director or
directors to fill the places on the board created by any such increase may be
elected at a special meeting of stockholders called for that purpose. Each
director shall be elected to serve until the next annual meeting of the
stockholders and until his successor shall be elected and shall qualify.
Section 2. Vacancies in the board of directors shall be filled by the
remaining members of the board, though less than a quorum, and each person so
elected shall be a director until his successor is elected by the stockholders
who may make such election at their next annual meeting or at any special
meeting called for that purpose.
Section 3. The board of directors shall have the general management,
control and supervision of all business and affairs of the Corporation, and may
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by the by-laws directed or required to be exercised or done by
the stockholders.
Section 4. The compensation of directors, officers, employees and
agents of the Corporation shall be fixed by the board of directors, or by such
person or persons as may be designated by the board.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more of their number to constitute
an executive committee, which, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Any such executive committee shall act only in the
interval between meetings of the board and shall be subject at all times to the
control and direction of the board. The executive committee shall keep regular
minutes of its proceedings and report the same to the board when required.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
DESIGNATED BY THE BOARD
Section 1. The annual meeting of the board of directors of the
Corporation shall be held in the City of Minneapolis, Minnesota, as soon as
practicable after the final adjournment of the annual meeting of the
stockholders in each year, and no notice of such meeting shall be necessary to
the newly elected directors in order to legally constitute the meeting provided
a quorum shall be present; except, however, that such meeting may be held at
such other place, whether in such state or elsewhere, as a majority of the board
of directors may have previously determined.
Section 2. Regular meetings of the board of directors may be held
without notice at such time and place either within or without the State of
Minnesota as a majority of the board of directors may from time to time
determine.
Section 3. Special meetings of the board may be called by the president
on two days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors. Any director
may, in writing, either before or after the meeting, waive notice of the time
and place thereof; and without notice, any director by his presence at the
meeting shall be deemed to have waived notice.
Section 4. At all meetings of the board of directors, a majority of the
directors shall be necessary and sufficient to constitute a quorum for the
transaction of business; and the acts of a majority of the directors present at
a meeting at which a quorum is present shall be the acts of the board of
directors. If a quorum shall not be present at any meeting of the directors, the
directors present thereat may adjourn the meeting from time to time, until a
quorum shall be present. No notice of an adjourned meeting, whether for lack of
quorum or otherwise, need be given other than by an announcement, giving the
time and place thereof, at the meeting at which the adjournment is taken.
Section 5. Any action required or permitted to be taken at any meeting
of the board of directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
Section 6. Members of the board of directors, or of any committee
designated by such board, may participate in a meeting of such board or
committee by means of 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 this Section shall constitute
presence in person at such meeting.
Section 7. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more of their number to constitute
a dividend committee, which committee shall have and may exercise all the
authority of the board of directors with respect to declaring dividends and
authorizing return of capital of the Corporation to the holder of the
Corporation's common stock. The dividend committee shall keep regular minutes of
its proceedings and report the same to the board when required.
ARTICLE VI
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to a director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as appears on the records of the Corporation, with
postage thereon pre-paid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, 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 thereto. Any director by his presence at the meeting shall be deemed
to have waived notice.
ARTICLE VII
OFFICERS
Section 1. The officers of the Corporation shall be a chairman of the
board of directors, a president, one or more vice presidents (the number thereof
to be determined by the board of directors), a treasurer, a secretary and such
assistant treasurers, assistant secretaries, and such other officers and agents
as the board of directors may deem necessary. All officers of the Corporation
shall exercise such powers and perform such duties as shall be set forth in
these by-laws and as shall be determined from time to time by the board of
directors or by the president. Any two of the offices, except those of the
president and vice president, treasurer and assistant treasurer, and secretary
and assistant secretary, may be held by the same person.
Section 2. The board of directors, at its annual meeting, shall elect a
chairman of the board of directors from its own number and a president. The
president, or his designee, may appoint any officer of the Corporation below the
rank of president. None of the officers need be a director.
Section 3. The officers of the Corporation shall, except in the event
of death, resignation, or removal by the board of directors, hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the board of
directors with or without cause; such removal, however, shall be without
prejudice to the contract rights of the persons so removed. When a vacancy for
any reason occurs among the officers, the board of directors shall have the
power to appoint a successor to fill such vacancy for the unexpired term.
Section 4. The chairman of the board of directors shall preside at all
meetings of stockholders and directors, if present, and shall make reports to
the stockholders and the board of directors from time to time as may be required
of him, and shall have such other powers and perform such other duties as are
incident to his office or as may be assigned to him from time to time by the
board of directors.
Section 5. The president shall be the chief executive of the
Corporation; he shall have general and active management of the business of the
Corporation; shall make reports to the board of directors and stockholders;
shall see that all orders and resolutions of the board of directors are carried
into effect; and shall have such other powers and perform such other duties as
are incident to his office or as may be assigned to him from time to time by the
board of directors.
Section 6. Each vice president shall have such powers and shall perform
such duties as are incident to his office or as may be properly required of him
by the board of directors or the president.
Section 7. The secretary shall attend all meetings of the board of
directors and of the stockholders and record their proceedings in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. In case the secretary shall be absent from any meeting, the
chairman of the meeting may appoint a temporary secretary to act at such
meeting. The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the board of directors. He shall
have the custody of the stock register, minute books and the seal of the
Corporation, and shall make such reports and perform such other duties as are
incident to his office or are properly required of him by the board of directors
or the president.
Section 8. The assistant secretary or assistant secretaries shall
perform the duties of the secretary in case of his absence or incapacity, and
shall perform such other duties as are properly required by the board of
directors, the president or the secretary.
Section 9. The treasurer shall have the custody of all the funds and
securities of the Corporation, and shall deposit all monies and valuables in the
name of and to the credit of the Corporation in such banks or depositories as
the board of directors may designate, and shall keep regular books of account,
and shall have custody of the books and records incident to his office and such
as the board of directors may direct, and he shall have such other powers and
shall perform such other duties as are incident to his office or which are
properly required of him by the board of directors or the president.
Section 10. The assistant treasurer or assistant treasurers shall
perform the duties of the treasurer in case of his absence or incapacity, and
shall perform such other duties as are properly required by the board of
directors, the president or the treasurer.
ARTICLE VIII
CLOSING OF TRANSFER BOOK
AND FIXING OF RECORD DATE
Section 1. The board of directors may fix a time, not more than sixty
or less than ten days preceding the date of any meeting of stockholders, as a
record date for the determination of the stockholders entitled to notice of and
to vote at such meeting, and in such case only stockholders of record on the
date so fixed, or their legal representatives, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The board of directors
may close the books of the Corporation against transfers of shares during the
whole or any part of such period.
Section 2. The board of directors may fix a time not exceeding sixty
days preceding the date fixed for the payment of any dividend or distribution,
or the date for the allotment of rights, or, subject to contract rights with
respect thereto, the date when any change or conversion or exchange of shares
shall be made or go into effect, as a payment of any such dividend, distribution
or allotment of rights, or to exercise rights in respect of any such change,
conversion or exchange of shares, and in such case only stockholders of record
on the date so fixed shall be entitled to receive payment of such dividend,
distribution or allotment of rights or to exercise such rights of change,
conversion or exchange of shares, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after any record date
fixed as aforesaid. The board of directors may close the books of the
Corporation against the transfer of shares during the whole or any part of such
period.
ARTICLE IX
SHARES OF STOCK
Section 1. All certificates for shares of the capital stock of this
Corporation shall be signed by the president or any vice president and be
countersigned by the secretary or any assistant secretary, and shall be sealed
with the corporate seal, and shall be numbered and registered in the order in
which they are issued.
Section 2. All transfer of shares of stock shall be made only on the
books of the Corporation on application of the owner or assignee thereof, or by
proper power of attorney, in writing, on surrender of the certificates for such
shares; and all surrendered certificates shall be cancelled and filed by the
secretary or any assistant secretary.
Section 3. The board of directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of the capital stock
of the Corporation not inconsistent with the statutes, its articles of
incorporation, and its by-laws.
Section 4. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as expressly provided by the laws
of Delaware.
ARTICLE X
LOST CERTIFICATES
Section 1. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been destroyed or lost
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed, and the board of directors, when
authorizing such issue of a new certificate or certificates, may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the Corporation a bond in such sum as it may direct, to indemnify the
Corporation against any claim arising from the issue of such new certificate.
ARTICLE XI
CONVEYANCES AND CONTRACTS
Section 1. The president, the chairman of the board, or any vice
president may with the secretary or any assistant secretary, sign, cause the
corporate seal to be affixed thereto when necessary, acknowledge and deliver all
conveyances, contracts, deeds, notes, mortgages, satisfactions, leases,
assignments, licenses, transfers, powers of attorney, certificates for shares of
stock, face amount certificates and all other similar and dissimilar
instruments. The board of directors may by resolution authorize any person or
any officer or officers alone or with another officer or officers to sign, cause
the corporate seal to be affixed thereto when necessary, acknowledge and deliver
any written instrument, or class of written instruments, for and on behalf of
the Corporation.
Section 2. All checks or demands for money and notes of the Corporation
shall be signed by the treasurer, assistant treasurer or such officer or
officers or such other person or persons as may from time to time by authorized
by the board of directors or by officers designated by the board or directors.
ARTICLE XII
INDEMNIFICATION
Section 1. The Corporation shall, to the fullest extent permitted by
applicable law, indemnify any person who is or was or has agreed to become a
director or officer of the Corporation and who is or was made or threatened to
be made a party to, and may, in its discretion, indemnify, any person who is or
was or has agreed to become a director or officer and is otherwise involved in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, legislative or investigative, including an action by
or in the right of the Corporation to procure a judgment in its favor and an
action by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which such person is serving or has served or has agreed to
serve in any capacity at the request of the Corporation, by reason of the fact
that he is or was or has agreed to become a director or officer of the
Corporation, or is or was serving or has agreed to serve such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid or to be paid in
settlement, penalties, costs, charges and expenses, including attorneys' fees,
incurred in connection with such action or proceeding or any appeal thereof; if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The benefits of this Section 1. shall extend to the heirs,
executors, administrators and legal representatives of any person entitled to
indemnification under this Section.
Section 2. The board in its discretion may authorize the Corporation to
indemnify any person, other than a director or officer, for expenses incurred or
other amounts paid in any civil or criminal action, suit or proceeding, to which
such person was, or was threatened to be, made a party by reason of the fact
that he, his testator or intestate is or was an employee of the Corporation.
Section 3. The Corporation may indemnify any person to whom the
Corporation is permitted by applicable law or these by-laws to provide
indemnification or the advancement of expenses, whether pursuant to rights
granted pursuant to, or provided by, Delaware General Corporation Law or any
other law or these by-laws or other rights created by (i) a resolution of the
shareholder, (ii) a resolution of directors, or (iii) an agreement providing for
such indemnification, it being expressly intended that these by-laws authorize
the creation of other rights in any such manner. The right to be indemnified and
to the reimbursement or advancement of expenses incurred in defending a
proceeding in advance of its final disposition authorized by this Section 3.,
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the certificate of incorporation,
by-laws, agreement, vote of the shareholder or otherwise.
Section 4. The right to indemnification conferred by Section 1., and
any indemnification extended under Section 3., (i) is a contract right pursuant
to which the person entitled thereto may bring suit as if the provisions thereof
were set forth in a separate written contract between the Corporation and such
person, (ii) is intended to be retroactive to events occurring prior to the
adoption of this Article XII, Sections 1. through 4., to the fullest extent
permitted by applicable law, and (iii) shall continue to exist after the
rescission or restrictive modification thereof with respect to events occurring
prior thereto.
ARTICLE XIII
AMENDMENT OF BY-LAWS
Section 1. These by-laws may be altered at any regular meeting of the
stockholders, or at any special meeting of the stockholders, at which a quorum
is present or represented, provided notice of the proposed alteration is
contained in the notice of such meeting, by the affirmative vote of holders of a
majority of the shares issued and outstanding and entitled to vote at such
meeting present or represented thereat, or by the affirmative vote of a majority
of the board of directors at any regular meeting of the board or at any special
meeting if notice of the proposed alteration be contained in the notice of such
special meeting; provided, however, the board shall not make or alter any
by-laws fixing its number, qualifications, classifications or term of office.