EXHIBIT A
FLEXSTEEL INDUSTRIES, INC.
RESTATED BYLAWS
ARTICLE I.
OFFICES
Section 1. A registered office shall be located in the State of
Minnesota.
Section 2. The corporation may also have offices at such other places
both within and without the State of Minnesota as the Board of Directors may
from time to time determine or the business of the corporation may require.
ARTICLE II.
REGULAR MEETINGS OF SHAREHOLDERS
Section 1. All regular meetings of shareholders shall be held at such
time and place within or without the State of Minnesota as shall be stated in
the Notice of the meeting or in a duly executed waiver of notice. The time and
place of the meeting shall be set by the Chief Executive Officer and in his
absence or, if he refuses to act, it shall be reasonably set by any other
executive officer of the corporation or by two or more Directors. The notice
shall be given at least fifteen days before the meeting and not more than sixty
days before the date of the meeting. The notices shall be sent out by the
Corporate Secretary, or in his absence the Corporate Assistant Secretary.
Section 2. A regular meeting of the shareholders shall be held
annually. At the annual meeting, after a quorum is present, the shareholders
shall elect by a majority vote of the shareholders present in person or proxy,
Directors and shall transact such other business as may be properly brought
before the meeting. Nomination for Directors shall be made as specified in the
Restated Articles of Incorporation.
Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be mailed by first class prepaid mail
to the address of each shareholder as shown on the records of the corporation,
entitled to vote thereat, not less than fifteen days before the date of the
meeting nor more than sixty days before the meeting.
ARTICLE III.
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose may be held
at such time and place within or without the State of Minnesota as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Special meetings of shareholders may be called at any time,
or for any purpose or purposes by the following, giving notice to the Secretary
and in the Secretary's absence to the Assistant Secretary to send out the proper
notice:
a. the Chief Executive Officer,
b. the Chief Financial Officer or any other executive officer,
c. two or more Directors.
Section 3. Shareholder(s) owning 10 percent or more of the voting power
of all shares entitled to vote for Directors may demand a special meeting of
shareholder by written demand stating the purpose of the meeting and given to
the CEO or the CFO.
Section 4. Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
mailed by first class prepaid mail to the address of each shareholder entitled
to vote thereat as shown on the records of the corporation, at least ten days
before the date fixed for the meeting and not more than sixty days before the
date of the meeting.
ARTICLE IV.
QUORUM AND VOTING STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Restated Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
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transacted at the meeting as originally notified.
Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by the Restated Articles of Incorporation.
Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote, unless otherwise specified in the Restated Articles of
Incorporation, on each matter submitted to a vote at a meeting of shareholders.
A shareholder may vote either in person or by a properly executed written proxy.
The determination of its validity shall be determined by the Secretary (or in
his absence the Assistant Secretary) of the corporation with the advice of
Counsel, if requested. Said Secretary's determination is final and binding on
all parties.
ARTICLE V.
DIRECTORS
Section 1. The number of Directors, and their classification, shall be
set by the Board by the procedure set out in the Restated Articles of
Incorporation. The Board of Directors may propose a nomination for each open
directorship which may be filled at the annual meeting. Directors need not be
residents of the State of Minnesota nor shareholders of the corporation. The
Directors may be elected at the annual meeting of shareholders and each Director
elected shall serve until his successor shall have been elected and qualified,
or until the earlier death, resignation, removal or disqualification of the
Director, or until the successor has been appointed by the Board and qualified.
Section 2. No person may be a Director of the company after the day on
which that person becomes seventy years of age, except for persons who were
Directors on March 5, 1992. Except for persons who were Directors on March 5,
1992, this provision shall automatically terminate a person being a Director.
The application of the above referenced 70 year age limit may be waived
for any Director(s) by a two-thirds affirmative vote of the Board for such
period as the Board so votes.
This provision may be altered, amended, modified or repealed only by
the affirmative vote of 2/3rds of the entire Board of Directors.
Section 3. Any vacancy occurring in the Board of Directors
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may be filled for the term and by the procedure set out in the Restated Articles
of Incorporation.
Any directorship to be filled by reason of an increase in the number of
Directors may be filled for the term and by the procedure set out in the
Restated Articles of Incorporation.
Section 4. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Restated
Articles of Incorporation or by these By-Laws directed or required to be
exercised or done solely by the shareholders.
At the next Board of Directors meeting following the stockholder's
meeting, herein called the Annual Director's Meeting, the Board shall elect
officers for the corporation and take such action as is appropriate regarding
standing committees of the Board.
Section 5. The Directors may keep the books of the corporation at such
place or places as they may from time to time determine.
Section 6. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the corporation as Directors,
Officers or otherwise.
ARTICLE VI.
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors, regular or special, may
be held either within or without the State of Minnesota and may be held
electronically or by telephone.
Section 2. Regular quarterly meetings of the Board of Directors may be
held upon such notice, or without notice, and at such time and place as shall
from time to time be determined by the Board, any Board member or the CEO.
Section 3. Special meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board, any Board member or the CEO.
Section 4. Attendance of a Director at any meeting shall
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constitute a waiver of notice of such meeting. Neither the business to be
transacted, 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 notice.
Section 5. A majority of the then members of the Board of Directors
shall constitute a quorum for the transaction of business, but if no quorum is
present, the meeting may be adjourned without further notice from time to time
until a quorum is present. When a quorum is present at any meeting, a majority
of the members present thereat shall decide any question brought before such
meeting, and the decision shall be the act of the Board of Directors, unless the
act of a greater number is required by statute or by the Restated Articles of
Incorporation or the Bylaws.
Section 6. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, either before or after the action, shall be signed by
all of the Directors entitled to vote with respect to the subject matter
thereof.
Section 7. An absent Director may give advance written consent or
opposition to a proposal to be acted on at a Board meeting and it shall be
counted in the tally of votes on the proposal. The consent or objection does not
permit the Director to be counted as a part of a quorum.
ARTICLE VII.
COMMITTEES OF THE BOARD
At the Annual Director's Meeting at which Officers of the corporation
are elected, the chairman of the Board of Directors, or in his absence, the
highest ranking Officer of the corporation who is a Director shall appoint
yearly the Standing Committees of the Board and their members subject to
ratification by resolution adopted by the affirmative vote, as required in the
sections below, of the Board of Directors. This duty, on occasion, and the
filling of any vacancies in the membership of a committee, may be exercised
later on in the year at any general or special Board meeting.
The members shall serve at will, and unless their committeeship is
earlier terminated, until the next Annual Director's Meeting at which Officers
of the corporation are elected. Then their membership shall terminate.
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Committees may use financial and other information provided by
Flexsteel's CEO, President, CFO, company accountants, Flexsteel's public
accountants, outside professional experts and others to aid in arriving at their
judgement. The Committees may hire and employ attorneys, accountants, auditors,
advisors and other qualified professionals to aid in connection with Committee
matters.
Section 1. Executive Committee.
The Board of Directors, by two-thirds (2/3rds) affirmative vote of the
Board, may establish and maintain an Executive Committee. Established, the
Executive Committee shall be composed of two or more Directors who shall have
and exercise the authority of the Board of Directors in the management of the
business of the corporation when the Board is not in session. Vacancies in the
membership of the committee shall be filled by the affirmative vote of
two-thirds (2/3rds) of the Board of Directors at a regular or special meeting of
the Board. The Executive Committee shall keep regular minutes of its proceedings
and report the same regularly to the Board members.
Section 2. Audit and Ethics Committee
The Board of Directors, by a majority affirmative vote of the Board,
shall establish and maintain an Audit and Ethics Committee, a majority of its
members shall be independent Directors. Vacancies in the membership of the
committee shall be filled by the affirmative vote of the majority of the Board
of Directors at a regular or special meeting of the Board. For this committee,
an "Independent Director" is one who has not been an employee or officer of the
corporation during the last three years or has never been an employee or officer
of the corporation and is free of any relationship which in the opinion of the
Board of Directors would interfere with the Director's exercise of independent
judgement in carrying out the responsibilities of a committee member.
The principal independent accountants shall have full access to meet
with the Audit and Ethics Committee with or without management representatives
present to discuss the results of their examinations, the adequacy of internal
accounting controls, the quality of financial reporting and other relevant
matters.
If one or more Audit and Ethics Committee member(s) declines to
participate or act upon some matter because of a conflict of interest, then the
remaining Committee member(s) shall constitute the entire Audit and Ethics
Committee in dealing with that particular matter. If all Committee members
decline to
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participate or act upon some particular matter due to their conflicts of
interest, then the Board of Directors, by resolution adopted by the affirmative
vote of a majority of the Board of Directors, may designate persons who are not
employees or officers of the corporation, up to the number of Audit and Ethics
Committee members who have declined to act on the matter, for the purpose of
acting as the Audit and Ethics Committee on that particular matter.
The following are the duties, functions and responsibilities of the
Audit and Ethics Committee:
1. Review and monitor the corporation's financial results, the
financial statements, accounting practices and internal controls presented to
them by the company's management and the independent accountants.
2. Review all related party transactions of which the committee is
informed on an ongoing basis.
3. Review potential conflict of interest situations of which the
committee is informed on an ongoing basis.
4. Review and revise if necessary the corporations "Guidelines for
Business Conduct."
5. Review Business Conduct Compliance Reporting and revise if
warranted.
6. The committee may be assigned other duties by the Board and the CEO.
7. The committee shall keep regular minutes of its proceedings and
report to the Board at least once a year.
Section 3. Nominating & Compensation Committee.
The Board of Directors, by a majority affirmative vote of the Board,
may establish and maintain a Nominating and Compensation Committee. If
established, said committee shall be composed of two or more Directors, the
majority of which need not be Independent Directors. Vacancies in the membership
of the committee shall be filled by the affirmative vote of the majority of the
Board of Directors at a regular or special meeting of the Board.
The committee shall:
1. In consultation with the Executive Committee, recommend
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to the Board the number of Board members, composition, selection, recruitment,
origination, compensation and duties.
2. In consultation with the Executive Committee, recommend to the Board
concerning the appointment of the CEO and reviewing and analyzing his
performance and compensation.
3. In consultation with the CEO, aid with the selection, review of
performance and compensation of the other five top executive officers.
4. All corporate pensions, compensation, incentive compensation and
short and long term compensation policies shall be formulated by the Executive
Committee submitted to the Nominating and Compensation Committee for review,
analysis and comment.
5. In consultation with the Executive Committee, determine stock option
grants, terms and type to be awarded.
6. The committee may be assigned other duties by the Board and the CEO.
The committee shall keep regular minutes of its proceedings and report
to the Executive Committee and to the Board.
Section 4. Other Committees.
The Board of Directors by resolution adopted by the affirmative vote of
a majority of the Board of Directors may by resolution designate two or more of
its members to constitute other committees. The Committee must be named and its
rights, powers and duties and classification of its members must be specified in
the resolution. Vacancies in the membership of the Committee shall be filled by
a majority affirmative vote of the Board of Directors at a regular or special
meeting of the Board. The Committee shall keep regular minutes of its
proceedings and report the same to the Board.
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ARTICLE VIII.
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
Restated Articles of Incorporation or of these By-Laws, notice is required to be
given to any Director or shareholder, it shall not only be construed to mean
personal notice, but such notice may be given in writing, by first class mail,
addressed to such Director or shareholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States Mail. Notice to Directors may also be given by telegram, telephone or
other reliable means. Notice requires in the Restated Articles of Incorporation
supersede this section to the extent of any conflict.
Section 2. The Board of Directors may appoint or arrange for the
appointment of such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.
ARTICLE IX.
OFFICERS
Section 1. The Board of Directors may elect from its own number a
Chairman of the Board and shall elect a President from its own number. The Board
of Directors shall designate a CEO. The Board of Directors may elect
Vice-Presidents and shall designate a CFO and a Secretary and Treasurer. As
additional corporate officers, the Board of Directors may also choose General
Counsels and one or more Assistant Secretaries and Assistant Treasurers.
Section 2. The Board of Directors may appoint or arrange for the
appointment of such other offices and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors, the CEO or others designated in the Bylaws.
Section 3. The salaries of all Executive Officers of the corporation
shall be fixed or arranged for by the Board of Directors.
Section 4. The officers of the corporation hold their office at the
pleasure of the Board of Directors. Any officer may be removed at any time by
the affirmative vote of a majority of the Board of Directors present. Any
vacancy occurring in any office of the corporation may be filled or arranged to
be filled by the
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Board of Directors. In its discretion, the Board of Directors may leave unfilled
for any period as it may fix by resolution, any office except those of CEO,
President, CFO, Treasurer and Secretary.
CHAIRMAN OF THE BOARD OF DIRECTORS
Section 5. The Chairman of the Board of Directors, if elected, or
failing his election, or in his absence, the President, shall preside at all
meetings of the Board of Directors and the Chairman of the Board of Directors
shall perform such other duties as may be prescribed from time to time by the
Board of Directors or by the By-Laws. The Chairman may be the CEO.
C E O
Section 6. The CEO, designated by the Board of Directors, shall be the
Chief Executive and Administrative Officer of the company and all officers of
the company shall, through their line of command or authority, be responsible
ultimately to him.
THE PRESIDENT
Section 7. The President may be the Chief Executive and Administrative
Officer of the company. He may preside at all meetings of the shareholders and,
in the absence of the Chairman of the Board, at meetings of the Board of
Directors. He shall exercise such duties as customarily pertain to the office of
the President and shall have general and active management of the business of
the corporation and shall see that all orders and resolutions of the Board of
Directors and CEO are carries into effect. He may appoint or arrange for the
appointment of officers, agents, or employees other than those appointed by the
Board of Directors. He may sign, execute and deliver in the name of the company,
powers of attorney, contracts, mortgages, bonds, and other obligations and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors, the CEO or by the By-Laws.
THE VICE-PRESIDENTS
Section 8a. The Board of Directors shall appoint an Executive
Vice-President who shall possess all the powers and may perform the duties of
the President in his absence or disability and shall perform such other duties
as may be prescribed from time to time by the Board of Directors, the CEO, or
the President.
Section 8b. The Vice-Presidents shall have such powers and perform such
duties as may be assigned to them by the Board of Directors, the CEO or the
President. A Vice-President may sign
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and execute contracts and other obligations pertaining to the regular course of
his duties. The Financial Vice-President (CFO) is the Chief Financial and
Accounting Officer of the corporation unless otherwise designated.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9a. The Secretary shall give, or cause to be given, notice of
all meetings of the shareholders and meetings of the Board of Directors, as is
required by Article II or Article III, and shall perform such other duties as
may be prescribed by the Board of Directors, the CEO or President. He shall have
custody of the Corporate Seal of the corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary or other officer. The Board of Directors, the CEO or
the President may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his signature.
Section 9b. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, the
CEO or the President, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors, the CEO,
the President or the Secretary may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 10a. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as are appropriate.
Section 10b. He shall disburse the funds of the corporation, taking
proper vouchers for such disbursements.
Section 10c. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, the CEO, or the President shall, in the absence or disability of the
Treasurer, perform such other duties and have such other powers as may from time
to time be prescribed by the Board of Directors, the CEO, the President or the
Treasurer.
Section 10d. In addition to such bank accounts as may be
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authorized in the usual manner by resolution of the Board of Directors, the
Treasurer of the company with the approval of the CEO or President or the CFO
may authorize such bank accounts to be opened or maintained in the name and on
behalf of the company as he may deem necessary or appropriate; payments from
such bank accounts to be made upon and according to the check of the company
which may be signed jointly or singularly by either manual or facsimile
signature or signatures of such officer or employee as designated by the
Treasurer with the approval of the CEO or President or CFO.
GENERAL COUNSEL
Section 11. The Board of Directors may elect General Counsels and
Assistant General Counsel as corporate officers. Counsels shall perform such
duties as may be prescribed from time to time by the Board of Directors, the
CEO, the President, or by the Bylaws. The General Counsel may sign and execute
pleadings, powers of attorney, contracts, bonds, other obligations of the
company and documents in the regular course of his duties. He may act as counsel
to the Board of Directors.
ARTICLE X.
CERTIFICATES FOR SHARES
Section 1a. The shares of the corporation shall be represented by
certificates signed manually or by facsimile by the CEO, President, or CFO and
the Secretary or an Assistant Secretary of the corporation, and may be sealed
with the seal of the corporation or a facsimile thereof.
CERTIFICATE FIXING EQUALITY
Section 1b. Before the corporation shall allot any shares of any class,
or of any series of any class, of which the dividend rate, the redemption price,
the liquidation price, the conversion rights, the sinking or purchase fund
rights, or the number of shares constituting any series is not set forth in the
Restated Articles of Incorporation but is fixed in a resolution adopted by the
Board of Directors pursuant to authority given by the Restated Articles of
Incorporation, a certificate setting forth a copy of said resolution, made by
the President or a Vice-President of the corporation and by its Secretary or an
Assistant Secretary and acknowledged, shall be filed for record in the office of
the Secretary of State of Minnesota.
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CONTENTS OF STOCK CERTIFICATES
Section 1c. Every certificate of shares shall state:
(1) The name of the corporation, and a statement that it is
organized under the laws of the State of Minnesota;
(2) The name of the registered holder of the shares represented
thereby;
(3) The number of shares, and, if the corporation is authorized
to issue shares of more than one class, the class, or series and
class, of the shares represented thereby;
(4) The par value of each share represented, or a statement that
such shares are without par values; and
(5) A certificate representing shares issued by the corporation
authorized to issue shares of more than one class or series shall set
forth upon the face or back of the certificate, or shall state that
the corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class or series
authorized to be issued, so far as they have been determined, and the
authority of the Board to determine the relative rights and
preferences of subsequent classes or series.
SIGNATURES
Section 2. The signatures of the officers of the corporation 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. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such 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.
LOST CERTIFICATES
Section 3. The CEO, President, CFO or Treasurer may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed. When authorizing such issue
of a new certificate, the CEO, President, CFO or Treasurer in his discretion and
as condition precedent to the issuance thereof, may prescribe such terms and
conditions as is deemed expedient, and may require a bond or such other
indemnities as is deemed adequate to protect
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the corporation from any claim that may be made against it with respect to any
such certificate alleged to have been lost or destroyed.
TRANSFER OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.
CLOSING OF TRANSFER BOOKS
Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, 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 shall 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 60 days and, in 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.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any person, whether or not it shall have express
notice or other notice thereof, except as otherwise provided by the laws of the
State of Minnesota.
ARTICLE XI.
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the Restated Articles of
Incorporation relating thereto, dividends, if any, may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the Restated Articles of Incorporation.
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DIVIDENDS IN SHARES OF CORPORATION
Section 2a. The corporation may declare dividends payable in shares of
the corporation only as follows:
(1) Out of earned surplus;
(2) Out of paid-in surplus;
(3) No dividend payable in shares of any class shall be paid
to shareholders of any other class unless the Restated Articles of
Incorporation so provide or such payment is authorized by the vote or
written consent of the holders of two-thirds of the shares of the class
in which the payment is to be made.
ARTICLE XII.
PURCHASE OR REDEMPTION OF SHARES OF OWN STOCK
Section 1. The corporation may purchase or redeem shares of its own
stock.
ARTICLE XIII.
CORPORATE OBLIGATIONS
Section 1. The Board of Directors may from time to time and on terms
and conditions as they prescribe authorize the issuance of mortgages, bonds,
debentures, notes, obligation agreements and other evidence of indebtedness.
Section 2. Such evidence of indebtedness as authorized above shall be
signed by the CEO, President or CFO and the Treasurer or Assistant Treasurer of
the corporation and may be sealed with the seal of the corporation or facsimile
thereof.
Section 3. The signatures of the officers of the corporation upon the
evidence of indebtedness may be facsimiles if the certificate is countersigned
by a transfer agent, or registered by a registrar, other than the corporation
itself. In case any officer who has signed or whose facsimile's signature has
been placed upon such evidence of indebtedness shall have ceased to be such
officer before such indebtedness 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.
Section 4. The CEO, President, CFO or Treasurer may direct a new
evidence of indebtedness to be issued in place of one heretofore issued by the
corporation alleged to have been lost or
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destroyed. When authorizing such issue of a new evidence of indebtedness, the
CEO, President, CFO or Treasurer in his discretion and as a condition precedent
to the issuance thereof, may prescribe such terms and conditions as is deemed
expedient and may require a bond or such other indemnities as is deemed adequate
to protect the corporation from any claim that may be made against it with
respect to any such certificate alleged to have been lost or destroyed.
Section 5. Upon surrender to the corporation or the transfer agent of
the corporation of evidence of indebtedness duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, and provided
such evidence of indebtedness is transferable, a new evidence of indebtedness
may be issued to the person entitled thereto and the old cancelled and the
transfer recorded upon the books of the corporation.
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner to receive interest on
the evidence of indebtedness and to hold liable for calls and assessments the
person registered on its books as the owner of said evidence of indebtedness,
except as otherwise provided by the laws of the State of Minnesota.
Section 7. The term "evidence of indebtedness" as used in Article XIII,
Sections one (1) through six (6) includes mortgages, bonds, debentures, notes,
obligation agreements and all and every other kind of indebtedness.
ARTICLE XIV.
RELATION OF DIRECTORS AND OFFICERS TO CORPORATION
Section 1. Directors may be removed from office only for "cause" as
defined in and in accordance with the Restated Articles of Incorporation.
Officers of the corporation may be removed from office with or without cause.
ARTICLE XV.
CHANGE OF REGISTERED OFFICE
Section 1. The corporation shall maintain a registered office in the
State of Minnesota and designate a registered agent therein and in all states
where the corporation is admitted to do business.
Section 2. The designation or change in the location of the registered
office and the designation and change of a registered agent may be made by the
Board of Directors, the CEO, President or
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CFO providing that on or before the day that such change is to become effective,
a certificate of such change and of the location and post office address of the
new registered office or agent shall be filed with the applicable Secretary of
State.
ARTICLE XVI.
CORPORATE BOOKS AND RECORDS
SHARE REGISTER
Section 1. The corporation shall keep within the United States a share
register giving the names and addresses of the shareholders, the number and
classes of shares held by each and the date on which the certificates were
issued.
BOOKS OF ACCOUNT AND RECORDS
Section 2. The corporation shall keep appropriate books of account and
records of proceedings of the shareholders, the Directors and all other accounts
and record that are appropriate.
SEAL
Section 3. The corporate seal shall have inscribed thereon the name of
the corporation and the words, "Corporate Seal, Minnesota." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
SHAREHOLDERS INFORMATION
Section 4. Upon written request by a shareholder, the corporation shall
furnish to him a statement of profit and loss for its last annual accounting
period and last available quarter.
ARTICLE XVII.
REIMBURSEMENT, INDEMNITY, NON-LIABILITY
OF DIRECTORS AND OFFICERS
See for the text the Certificate of Amendment of the 1983 Restated
Articles of Incorporation of Flexsteel Industries, Inc. dated November 5, 1987
Exhibit A and Exhibit C.
ARTICLE XVIII.
AMENDMENTS
Section 1a. These Bylaws may be altered, modified, amended or repealed
or new Bylaws may be adopted by the
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shareholders in compliance with the Restated Articles of Incorporation which
provide that such action shall only be taken by the affirmative vote of 2/3rd's
of all the shares voting on this issue, of the aggregate voting power of the
outstanding Common Shares and the outstanding $50.00 Par Cumulative Preferred
Shares and the outstanding $1.00 Par Value Preferred Shares, voting together and
for this purpose considered one class at any regular or special meeting of the
shareholders.
Section 1b. The Directors shall have the right to alter, amend, repeal
or make new Bylaws only as provided in the Restated Articles of Incorporation
which provide that the Bylaws may be amended by the Directors by a majority vote
of the Directors then in office.
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