Exhibit 3.10
AMENDED
BY-LAWS
AMERICAN GUIDANCE SERVICE, INC.
ARTICLE I.
OFFICE & SEAL
SECTION 1. OFFICE. The registered office of the corporation
shall be Publisher's Building, Circle Pines, Minnesota, 55014, and the
corporation shall have other offices at such places as the Board of Directors
may from time to time determine.
SECTION 2. SEAL. The corporation seal shall have inscribed
thereon the name of the corporation and the words, "Corporate Seal, Minnesota".
Said seal may be used by causing it, or a facsimile thereof to be impressed,
affixed, reproduced or otherwise.
ARTICLE II.
SHAREHOLDERS MEETINGS
SECTION 1. PLACE. All meetings of the Shareholders shall be
held at the registered office of the corporation in the County of Anoka,
Minnesota, and such other places as the Board of Directors may determine except
as limited by law.
SECTION 2. TIME. A meeting of the Shareholders shall be held
at a time to be determined by the Corporation's Board of Directors, when they
shall elect by a majority vote a Board of Directors. Except as otherwise
provided in the articles, pursuant to provisions of Section 301.06 Subdivision 4
and 12 of Minnesota Statutes 1945, directors other than constituting the first
board shall be elected by the Shareholders in accordance with the relative
voting granted in the shares of each class by the articles.
SECTION 3. ANNUAL MEETINGS. Written notice of the annual
meeting shall be mailed at least ten (10) days prior to the meeting to each
Shareholder entitled to vote thereat to the last known address of such
Shareholder as same appears upon the books of the corporation.
SECTION 4. SPECIAL MEETINGS. Written notice of a special
meeting of Shareholders, stating the time, place and object thereof, shall be
mailed to the last known address of such Shareholder, postage prepaid, at least
ten (10) days before such meeting to each Shareholder entitled to vote thereat.
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SECTION 5. QUORUM. The presence at any meeting, in person or
by proxy, of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of business. If, however, such majority
shall not be present in person or by proxy, at any meeting of the Shareholders,
entitled to vote thereat, those present shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
the requisite amount of voting shares shall be represented. At such adjourned
meeting at which the required amount of voting shares shall be represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 6. VOTING. At each meeting of the Shareholders, every
Shareholder having the right to vote shall be entitled to vote in person, or by
proxy, duly appointed by an instrument in writing subscribed by such
shareholder. Upon demand of any Shareholder, the vote for directors, or the vote
upon any question before the meeting, shall be by ballot. All elections shall be
had and all questions decided by a majority vote, except as otherwise required
by statute.
SECTION 7. CALL FOR SPECIAL MEETINGS. Special meetings of the
Shareholders, for any purpose, or purposes, unless otherwise prescribed by
statute, shall be called by the President, or shall be called by the President
and Secretary at the request in writing of the Shareholders owning not less than
one-tenth of the voting power of the Shareholders of the corporation. Such call
shall state the purpose or purposes of the proposed meeting.
SECTION 8. ORDER FOR BUSINESS. Business transacted at all
special meetings shall be confined to purposes stated in the call.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. ELECTION OF DIRECTORS. The management of this
corporation shall be vested in a Board of Directors to be chosen at each annual
meeting by the shareholders. The Board of Directors shall consist of not less
than three (3) nor more than seven (7) persons who need not be shareholders,
except that where all of the shares of the Corporation are owned beneficially
and of record by either one or two shareholders, the number of directors may be
less than three (3), but not less than the number of shareholders. They shall be
elected at the annual meeting
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of Shareholders, by majority vote and each Director shall be elected to serve
for one year or until their successor shall have been elected and qualified.
Except as otherwise provided in the articles pursuant to provisions of Section
301.26, Subdivision 4 and 12, of the MINNESOTA STATUTES 1945, directors, other
than those constituting the first board, shall be selected by the Shareholders
in accordance with the relative voting rights granted to the shares of each
class by the articles.
SECTION 2. ANNUAL MEETING. The regular annual meetings of the
board shall be held without notice at the time and immediately following the
adjournment of the annual Shareholders' meeting, for the purpose of election of
officers for the ensuing year and to transact such other business as may
properly come before it.
SECTION 3. REGULAR MEETINGS. Regular meetings of the board
shall be held without notice at the registered office or such other place within
and without the State of Minnesota and at such times as a majority of the
members of the board may from time to time determine.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board may
be called by the President at any time and shall be called by him whenever
requested to do so in writing by any member of the Board. Notice of special
meetings may be given to each director personally or by mail or telegram at
least five (5) days prior to the meeting. A special meeting may be called
without notice to the directors if a full board convenes and all agree to the
holding of the meeting at such time and place and waive all rights to notice
thereof. Any action which might be taken at a meeting of the Board of Directors
may be taken without meeting if done in writing, signed by all the directors.
SECTION 5. QUORUM. At all meetings of the board, a majority of
the directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
the meeting at which there is a quorum, shall be the act of the Board of
Directors.
SECTION 6. ORDER FOR BUSINESS. The Board of
Directors may from time to time determine the order of
business at their meeting.
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ARTICLE IV.
POWERS OF BOARD OF DIRECTORS
SECTION 1. MANAGEMENT. The Board of Directors
shall have full power and authority to manage and control
the affairs and business of this corporation.
SECTION 2. CHAIRMAN OF THE BOARD. At each annual meeting,
directors shall choose from among its members a Chairman of the board who shall
conduct the affairs of the Board of Directors and shall preside at all meetings
of the Shareholders and Board of Directors.
SECTION 3. ISSUANCE OF SHARES. The Board of Directors are
authorized and directed to issue shares of the corporation to the full amount
authorized by the Articles of Incorporation in such amounts and at such times as
may be determined by the board and as may be permitted by law.
SECTION 4. TRANSFER OF SHARES. Transfer of shares shall be
made on the books of the corporation only by the person named in the
certificate, or by attorney, lawfully constituted in writing, and upon surrender
of the certificate thereof properly endorsed.
SECTION 5. CLOSING OF BOOKS. The Board of Directors may fix a
time not exceeding (60) days preceding the date of any meeting of the
Shareholders, as a record date for the determination of the shareholders
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 after any record
date so fixed. The Board of Directors may close the books of the corporation
against transfer of shares during the whole or any part of such period.
SECTION 6. OTHER POWERS. In addition to the powers and
authorities conferred upon them by these By-Laws, the Board of Directors shall
have the power to do all lawful acts necessary and expedient to the conduct of
the business of this corporation, that are not conferred upon the shareholders,
by these By-Laws, or by the Articles of Incorporation, or by Statutes.
ARTICLE V.
OFFICERS
SECTION 1. BOARD OF DIRECTORS. The Board of
Directors at its first meeting after each annual meeting of
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Shareholders shall elect a President, one or more Vice- Presidents, a Secretary
and Treasurer, none of whom need be a member of the board. Any two offices,
except that of President and Vice-President, may be held by the same person.
SECTION 2. OTHER OFFICERS. The board may appoint such other
officers and agents as it shall deem necessary, from time to time, 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.
SECTION 3. TERMS OF OFFICE. The officers of the corporation
shall hold office for one year or until their successors are chosen and qualify
in their stead, notwithstanding an earlier termination of their office as
directors. Any officer elected or appointed by the Board of Directors may be
removed by the affirmative of a majority of the whole Board of Directors.
SECTION 4. PRESIDENT. (a) The President shall be the chief
executive officer of the corporation; he shall have general active management of
the business of the corporation, and shall see that all orders and resolutions
of the board are carried into effect. (b) He shall execute all bonds, mortgages,
and other contracts. (c) He shall be ex-officio a member of all standing
committees, and shall have the general powers and duties of supervision and
management usually vested in the office of the President of a corporation.
SECTION 5. VICE-PRESIDENTS. One of the officers shall be
designated First Vice-President, who in the absence or disability of the
President shall perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors shall prescribe. All
other Vice-Presidents shall perform such duties as the Board of Directors shall
prescribe.
SECTION 6. SECRETARY. The Secretary shall attend all sessions
of the Board of Directors and all meetings of the Shareholders and record all
votes and the minutes of all proceedings in a book kept for that purpose; and
shall perform like duties for the standing committee when required. He shall
give, or cause to be given, notice of all meetings of the Shareholders and of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision he shall be. He
shall be sworn to the faithful discharge of his duty. He shall keep in safe
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custody the seal of the corporation and, when authorized by the board, affix the
same to any instrument requiring it.
SECTION 7. TREASURER. (a) The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate account
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects, in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of
Directors. (b) He shall disburse the funds of the corporation as may be ordered
by the board, taking the proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation. (c) He shall give the
corporation a bond if required by a majority of the Board of Directors, in such
amount as they may determine, and with one or more sureties satisfactory to the
board, for the faithful performance of the duties of his office, and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control, belonging to the
corporation.
SECTION 8. VACANCIES. If the office of any director or any
officer or agent becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the directors then in
office, although less than a quorum, by a majority vote, may choose a successor
or successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.
ARTICLE VI.
COMPENSATION OF DIRECTORS & OFFICERS
SECTION 1. COMPENSATION OF DIRECTORS. Directors may be paid
such compensation for their services rendered as directors, as may be fixed by
resolution of the Board of Directors itself, and it shall be lawful for the
Board to allow to each director his expense for attendance at meetings of the
Board. Nothing herein shall be construed to preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
SECTION 2. COMPENSATION OF OFFICERS. The salaries of all
officers and agents of the corporation shall be determined by the Board of
Directors.
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SECTION 3. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each
director and officer of the corporation, whether or not then in office, shall be
indemnified by the corporation against reasonable costs and expenses (including
counsel fees) incurred by him in connection with any action, suit or proceedings
to which he may be a party by reason of his being or having been a director or
officer of the corporation, except in relation to matters as to which he shall
finally be adjudged in such action, suit or proceeding to have been derelict in
the performance of his duties as such director or officer; and the foregoing
right of indemnification shall not be exclusive of other rights to which he
shall be entitled as a matter of law.
ARTICLE VII.
CERTIFICATES OF SHARES
SECTION 1. CERTIFICATES OF SHARES. Certificates of shares of
the corporation shall be in a form approved by the directors to comply with the
statutes and shall be registered in the books of the corporation as they are
issued. They shall exhibit the holder's name, number of shares, and shall be
signed by the President and Secretary.
SECTION 2. LOST CERTIFICATES. Any shareholder claiming a
certificate of shares to be lost or destroyed shall make an affidavit or
affirmation of the fact in such form as the Board of Directors may require, and
shall, if the directors so require, give the corporation a bond of indemnity in
form and with one or more sureties satisfactory to the board, in at least double
the value of the shares represented by said certificate, whereupon a new
certificate may be issued of the same tenure and for the same number of share as
the one alleged to have been lost or destroyed.
ARTICLE VII.
DIVIDENDS
SECTION 1. DECLARATION. The Board of Directors
shall have authority to declare dividends upon the shares of
the corporation to the extent permitted by law.
SECTION 2. RECORD DATE. The Board of Directors may fix a time
not exceeding sixty (60) days preceding the date fixed for the payment of any
dividend as a record date for the determination of the shareholders entitled to
receive payment of any such dividend, and in such case, only shareholders of
record on that date so fixed shall be entitled to receive payment of such
dividend notwithstanding any transfer of any shares on the books of the
corporation
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after any record date so fixed. The Board of Directors may close the books of
the corporation after any record date so fixed. 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 VIII.
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of this
corporation shall terminate on June 30th of each year.
ARTICLE IX.
AMENDMENTS
SECTION 1. AMENDMENTS TO BY-LAWS. These By-Laws may be amended
or altered by the vote of a majority of the whole Board of Directors at any
meeting provided that notice of such proposed amendments shall have been given
in the notice to the directors of such meeting. Such authority in the Board of
Directors is subject to the powers of the Shareholders to change or repeal such
By-Laws by a majority vote of the shareholders present and represented at any
annual meeting or at any special meeting called for that purpose, and the Board
of Directors shall not make or alter any By-Laws fixing their number,
qualifications, or terms of office.
This is to certify that the foregoing By-Laws are the duly
adopted By-Laws of this corporation.
American Guidance Service, Inc.
By
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Mark J. Berman
its Secretary/Treasurer
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Date JANUARY 30, 1995
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