Exhibit 3.12
BY-LAWS
AGS INTERNATIONAL SALES, INC.
ARTICLE I.
OFFICE & SEAL
SECTION 1. OFFICE. The registered office of the corporation
shall be Publishers' 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. An annual meeting of the Shareholders after
the year 1972, shall be held on the 2nd Monday in May of each year, or if the
date shall fall upon a holiday, then on the next succeeding business day, 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 those constituting the
first board shall be elected by the
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Shareholders in accordance with the relative voting rights 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 Shareholders, postage prepaid, at least
three (3) days before such meeting to each Shareholder entitled to vote thereat.
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 transaction 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,
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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 property and business of
this corporation shall be managed by its Board of Directors, consisting 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 of the Shareholders,
by majority vote and each director shall be elected to serve for one year or
until his successor shall have been elected and qualified. 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 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 MEETINGS. 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.
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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 three (3) 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 the 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.
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. 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
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Incorporation in such amounts and at such times as may be determined by the
board and as may be permitted by law.
SECTION 3. 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 therefor, properly endorsed.
SECTION 4. CLOSING OF BOOKS. The Board of Directors may fix a
time not exceeding sixty (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
5. 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. OFFICERS. The Board of Directors at its first
meeting after each annual meeting of Shareholders shall elect a President,
Vice-President, Secretary and Treasurer, none of whom need be a member of the
board. Any two officers, 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,
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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 preside at all meetings of the
shareholders and directors; 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-PRESIDENT. The Vice-President shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other 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
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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.
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
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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 shares as the one alleged to have been lost or destroyed.
ARTICLE VIII.
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 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 IX.
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of this corporation
shall terminate on the last day of January of each year.
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ARTICLE X.
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.
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