BYLAWS
OF
MERRILL REAL ESTATE COMPANY
ARTICLE 1
OFFICES
1.1) REGISTERED OFFICE. The registered office of the Corporation
shall be located within the State of Minnesota, as set forth in the Articles of
Incorporation. The Board of Directors shall have authority to change the
registered office of the Corporation, and a statement evidencing any such change
shall be filed with the Secretary of State of Minnesota as required by law.
1.2) OFFICES. The Corporation may have other offices, including
its principal business office, either within or without the State of Minnesota.
ARTICLE 2
CORPORATE SEAL
The Board of Directors shall determine whether or not the Corporation
will adopt a corporate seal. If a corporate seal is adopted, inscribed on the
corporate seal shall be the name of the Corporation and the words "Corporate
Seal," and when so directed by the Board of Directors, a duplicate of the seal
may be kept and used by the Secretary of the Corporation.
ARTICLE 3
SHAREHOLDERS
3.1) REGULAR MEETINGS. Regular meetings of the shareholders shall
be held at the Corporation's principal office or such other place within or
without the State of Minnesota as is designated by the Board of Directors.
Regular meetings may be held annually or on a less frequent periodic basis, as
established by a resolution of the Board of Directors, or may be held on call by
the Board of Directors from time to time as and when the Board determines. At
each regular meeting the shareholders shall elect qualified successors for
directors who serve for an indefinite term or whose terms have expired or are
due to expire within six (6) months after the date of the meeting, and may
transact such other business which properly comes before them. The foregoing
notwithstanding, in the event a regular meeting of the shareholders has not been
held for a period of fifteen (15) months, a shareholder or group of shareholders
holding three percent (3%) or more of the issued and outstanding voting shares
may demand that a regular meeting of the shareholders be held by giving written
notice to the President or Treasurer of the Corporation. Within thirty (30)
days after receipt of the notice, the Board shall cause a regular meeting of the
shareholders to be called and held within ninety (90) days of receipt of the
notice.
Any regular meeting held pursuant to such a request by a shareholder or
shareholders shall be held within the county where the principal executive
office of the Corporation is located.
3.2) SPECIAL MEETINGS. Special meetings of the shareholders shall
be called by the Chief Executive Officer or Chief Financial Officer, or such
other officers as may be designated by the Board of Directors, upon request of
two (2) members of the Board of Directors, or upon a written request of
shareholders holding ten percent (10%) or more of the shares entitled to vote.
The request must specify the purpose of the meeting. Within thirty (30) days
after receipt of the request, the Board of Directors must call a special meeting
of the shareholders to be held within ninety (90) days of receipt of the
request. Any special meeting held pursuant to such a request by a shareholder
or shareholders shall be held within the county where the principal executive
office of the Corporation is located.
3.3) QUORUM. Business may be transacted at any duly held meeting
of shareholders at which a quorum is present. The holders of a majority of the
voting power of the shares entitled to vote at a meeting are a quorum. The
shareholders present at the meeting may continue to transact business until
adjournment, even though a number of shareholders withdraw leaving less than a
quorum. If a quorum is not present at any meeting, those present have the power
to adjourn the meeting from time to time until the requisite number of voting
shares are present. The date, time and place of the reconvened meeting shall be
announced at the time of adjournment and notice of the reconvened meeting shall
be given to all shareholders who were not present at the time of adjournment.
Any business which might have been transacted at the meeting which was adjourned
may be transacted at the reconvened meeting.
3.4) VOTING. At each shareholders meeting, every shareholder
having the right to vote is entitled to vote in person or by proxy.
Shareholders have one (1) vote for each share having voting power standing in
their name on the books of the Corporation, unless otherwise provided in the
Articles of Incorporation of the Corporation, or these Bylaws, or in the terms
of the shares. Upon the demand of any shareholder, the vote for directors or
the vote upon any question before the meeting shall be by ballot. All elections
and questions shall be decided by a majority vote of the number of shares
entitled to vote and represented at any meeting at which there is a quorum,
except as otherwise required by statute, the Articles of Incorporation, these
Bylaws, or by agreement among the shareholders.
3.5) NOTICE OF MEETING. Notice of regular or special meetings of
the shareholders shall be given by an officer or agent of the Corporation to
each shareholder shown on the books of the Corporation to be the holder of
record of shares entitled to vote at the meeting. If the notice is to be
mailed, then the notice must be mailed to each shareholder at the shareholder's
address as shown on the books of the Corporation at least five (5) calendar days
prior to the meeting. If the notice is not mailed, then the notice must be
given at least forty-eight (48) hours prior to the meeting. The notice must
contain the date, time and place of the meeting, and in the case of a special
meeting, must also contain a statement of the purpose of the meeting. In no
event shall notice be given more than sixty (60) days prior to the meeting.
3.6) PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies must be filed with an officer of the Corporation
before or at the time of the meeting. No proxy
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shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
3.7) CLOSING TRANSFER BOOKS. The Board of Directors may close the
stock transfer books for a period of time which does not exceed sixty (60) days
preceding any of the following: the date of any meeting of shareholders; the
payment of dividends; the allotment of rights; or the change, conversion or
exchange of shares.
3.8) RECORD DATE. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date, not exceeding sixty (60) days
preceding the date of any of the events described in Section 3.7, as a record
date for the determination of shareholders entitled to notice of and to vote at
any meeting and any meeting subsequent to adjournment; to receive any dividend
or allotment of rights; or to exercise the rights in respect to any change,
conversion or exchange of shares. In such case, only those shareholders of
record on the record date so fixed shall be entitled to receive notice of and to
vote at the meeting and any meeting subsequent to adjournment thereof, to
receive a dividend or allotment of rights, to exercise such rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
Corporation after any record date so fixed. If the share transfer books are not
closed and no record date is fixed for determination of the shareholders of
record, then the date on which notice of the meeting is mailed or the date of
adoption of a resolution of the Board of Directors declaring a dividend,
allotment of rights, change, conversion or exchange of shares, as the case may
be, shall be the record date of such determination.
3.9) PRESIDING OFFICER. The Chief Executive Officer of the
Corporation shall preside over all meetings of the shareholders. In the absence
of the Chief Executive Officer, the shareholders may choose any person present
to act as a presiding officer.
3.10) ORDER OF BUSINESS. The suggested order of business at the
regular meeting, and so far as possible at all other meetings of the
shareholders, shall be:
1. Calling of roll.
2. Proof of due notice of meeting, unanimous attendance or waiver of
notice.
3. Reading and disposal of any unapproved minutes.
4. Annual reports of all officers and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.
3.11) WRITTEN ACTION BY SHAREHOLDERS. Any action which may be taken
at a meeting of the shareholders may be taken without a meeting and notice if a
consent in writing, setting forth the action so taken, is signed by all of the
shareholders entitled to notice of a meeting for such purpose.
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ARTICLE 4
DIRECTORS
4.1) GENERAL POWERS. The property, affairs, and business of the
Corporation shall be managed by the Board of Directors.
4.2) NUMBER. The number of directors shall be fixed by resolution
of the shareholders at their regular meetings or special meetings called for
that purpose; provided, however, that the number may be increased by resolution
of the Board of Directors. Any newly created directorships resulting from any
action by the Board of Directors shall be filled by a majority vote of the
directors serving at the time of increase.
4.3) QUALIFICATIONS AND TERM OF OFFICE. Directors need not be
shareholders or residents of the State of Minnesota. The Board of Directors
shall be elected by the shareholders at their regular meeting and at any special
shareholders meeting called for that purpose. A director elected for an
indefinite term shall serve until the next regular meeting of the shareholders
and until the director's successor is elected and qualifies, or until the
earlier death, resignation, removal, or disqualification of the director. A
director elected for a fixed term of office, which shall not exceed five (5)
years, shall hold office until the director's successor is elected and
qualifies, or until the earlier death, resignation, removal, or disqualification
of the director.
4.4) QUORUM. A majority of the Board of Directors constitutes a
quorum for the transaction of business; provided, however, that if any vacancies
exist by reason of death, resignation or otherwise,, a majority of the remaining
directors constitutes a quorum. If less than a quorum is present at the
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
4.5) ACTION OF DIRECTORS. The acts of a majority of the directors
present at a meeting at which a quorum is present are the acts of the Board of
Directors.
4.6) MEETINGS. Meetings of the Board of Directors may be held
from time to time at any place, within or without the State of Minnesota that
the Board of Directors may select. If the Board of Directors fails to select
a place for a meeting, the meeting shall be held at the principal executive
office of the Corporation. The Chief Executive Officer or any director may
call a meeting of the Board of Directors by giving notice to all directors of
the date, time and place of the meeting. If the notice is to be mailed, then
the notice must be mailed to each director at least five (5) calendar days
prior to the meeting. If the notice is not mailed, then the notice must be
given at least forty-eight (48) hours prior to the meeting. If the date,
time and place of the meeting of the Board of Directors has been announced at
a previous meeting of the Board of Directors, no additional notice of such
meeting is required, except 'hat notice shall be given to all directors who
were not present the previous meeting. Notice of the meeting of the Board of
Directors need not state the purposes of the meeting. A director may orally
or in writing waive notice of the meeting. Attendance by a director at a
meeting of the Board of Directors is also a waiver of notice of such meeting,
except where the director objects at the
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beginning of the meeting to the transaction of business because the meeting
allegedly is not lawfully called or convened and does not participate thereafter
in the meeting.
4.7) MEETING BY ELECTRONIC COMMUNICATIONS. A conference among
directors by any means of communication through which the directors may
simultaneously hear each other during the conference constitutes a meeting of
the Board of Directors if the number of directors participating in the
conference would be sufficient to constitute a quorum at a meeting, and if the
same notice is given of the conference as would be required for a Board of
Directors meeting under these Bylaws. In any Board of Directors meeting, a
director may participate by any means of communication through which the
director, other directors so participating, and all directors physically present
at the meeting may simultaneously hear each other during the meeting.
4.8) COMPENSATION. Directors may receive such compensation as may
be determined from time to time by resolution of the Board of Directors.
4.9) COMMITTEES. By the affirmative vote of a majority of the
directors, the Board of Directors may establish a committee or committees
having the authority of the Board of Directors in the management of the
business of the Corporation to the extent provided in the resolution adopted
by the Board of Directors. A committee shall consist of one or more persons,
who need not be directors, appointed by affirmative vote of a majority of the
directors present. A majority of the members of the committee present at any
meeting of the committee is a quorum for the transaction of business, unless
a larger or smaller proportion or number is provided in the resolution
approved by the Board of Directors. Minutes of any committees created by the
Board of Directors shall be available upon request to members of the
committee and to any director.
4.10) ACTION BY ABSENT DIRECTOR. A director may give advance
written consent or opposition to a proposal to be acted upon at a Board of
Directors meeting by giving a written statement to the Chief Executive Officer,
Chief Financial Treasurer, or any director setting forth a statement of the
proposal to be voted on and containing a statement of the director's voting
preference with regards to the proposal. An advance written statement does not
constitute presence of the director for purposes of determining a quorum, but
the advance written statement shall be counted in the vote on the subject
proposal provided that the proposal acted on at the meeting is substantially the
same or has substantially the same effect as the proposal set forth in the
advance written statement. The advance written statement by a director on a
proposal shall be included in the records of the Board of Director's action on
the proposal.
4.11) REMOVAL OF DIRECTORS BY SHAREHOLDERS. At any duly called
meeting of the shareholders, the affirmative vote of a number of shares
sufficient to elect a director may remove any or all of the directors, with or
without cause, and may elect replacements.
4.12) REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS. Any director who
has been elected by the Board of Directors to fill a vacancy on the Board of
Directors, or to fill a directorship created by action of the Board of
Directors, and who has not subsequently been re-elected by the shareholders, may
be removed by a majority vote of all directors constituting the Board, exclusive
of the director whose removal is proposed.
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4.13) VACANCIES. Any vacancy on the Board of Directors may be
filled by vote of the remaining directors, even though less than a quorum.
4.14) ORDER OF BUSINESS. The suggested order of business at any
meeting of the directors shall be:
1. Calling of roll.
2. Proof of due notice of meeting, unanimous attendance or waiver of
notice.
3. Reading and disposal of any unapproved minutes.
4. Annual reports of all officers and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.
4.15) WRITTEN ACTION BY DIRECTORS. Any action which may be taken at
a meeting of the Board of Directors may be taken without a meeting and notice
thereof if a consent in writing, setting forth the action to be taken, is signed
by all of the directors.
4.16) DISSENT FROM ACTION. A director of the Corporation who is
present at a meeting of the Board of Directors at which any action is taken
shall be presumed to have assented to the action taken unless the director
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened and does not participate
thereafter, or unless the director votes against the action at the meeting, or
is prohibited from voting on the action.
ARTICLE 5
OFFICERS
5.1) ELECTION OF OFFICERS. The Board of Directors shall, from
time to time, elect a President, who may also be designated as Chief
Executive Officer, and a Treasurer, who may also be designated as Chief
Financial Officer. The Board of Directors may elect, but shall not be
required to elect, a Secretary, one or more Vice Presidents, and a Chairman
of the Board. In addition, the Board of Directors may elect such other
officers and agents as it may deem necessary. The officers shall exercise
such powers and perform such duties as are prescribed by applicable statutes,
the Articles of Incorporation, the Bylaws, or as may be determined from time
to time by the Board of Directors. Any number of offices may be held by the
same person.
5.2) TERM OF OFFICE. The officers shall hold office until their
successors are elected and qualify; provided, however, that any officer may be
removed with or without cause by the affirmative vote of a majority of the
directors present at a Board of Directors meeting.
5.3) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall:
1. When present, preside at all meetings of the shareholders;
2. When present, preside at all meetings of the Board of Directors;
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3. Sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts, or other instruments pertaining to
the business of the Corporation, except in cases in which the
authority to sign and deliver is required by law to be exercised
by another person or is expressly delegated by the Articles of
Incorporation or Bylaws or by the Board of Directors to some
other officer or agent of the Corporation;
4. Maintain records of and, whenever necessary, certify all
proceedings of the Board of Directors and the shareholders; and
5. Perform other duties prescribed by the Board of Directors.
All other officers shall be subject to the direction and authority of the
Chief Executive Officer.
5.4) CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:
1. Keep accurate financial records for the Corporation;
2. Deposit all money, drafts, and checks in the name of and to the credit
of the Corporation in the banks and depositories designated by the
Directors;
3. Endorse for deposit all notes, checks, and drafts received by the
Corporation as ordered by the Board of Directors, making proper
vouchers therefor;
4. Disburse corporate funds and issue checks and drafts in the name of
the Corporation, as ordered by the Board of Directors;
5. Render to the Chief Executive Officer and the Board of Directors
whenever requested an account of all transactions by the Chief
Financial Officer and of the financial condition of the Corporation;
and
6. Perform other duties prescribed by the Board of Directors or by the
Chief Executive Officer.
5.5) VICE PRESIDENT. Each Vice President, if any, has such powers
and shall perform such duties as may be specified in these Bylaws or prescribed
by the Board of Directors. In the event of absence or disability of the Chief
Executive Officer, the Vice President shall succeed to the Chief Executive
Officer's powers and duties. If there are two or more Vice Presidents, the
order of succession shall be determined through seniority by the order in which
elected or as otherwise prescribed by the Board of Directors.
5.6) SECRETARY. The Secretary, if any, shall attend all meetings
of the shareholders and the Board of Directors. The Secretary shall act as
clerk and shall record all the proceedings of the meetings in the minute book of
the Corporation and shall give proper notice of meetings of shareholders and the
Board of Directors. The Secretary shall keep the seal of the
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Corporation, if any, and shall affix the seal to any instrument requiring it
and shall attest the seal, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors.
5.7) CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and shall perform such
other duties as may from time to time be assigned by the Board of Directors.
5.8) ASSISTANT OFFICERS. In the event of absence or disability of
any Vice President, Secretary, or Chief Financial Officer, the assistant to such
officer, if any, shall succeed to the powers and duties of the absent officer
until the principal officer resumes his duties or a replacement is elected by
the Board of Directors. If there are two or more assistants, the order of
succession shall be determined through seniority by the order in which elected
or as otherwise prescribed by the Board of Directors. The assistant officers
shall exercise such other powers and duties as may be delegated to them from
time to time by the Board of Directors or the principal officer under whom they
serve, but at all times remain subordinate to the principal officers they are
designated to assist.
ARTICLE 6
REPAYMENT OF DISALLOWED AMOUNTS
Any payments made to, or on behalf of, an officer (including a former
officer) of the Corporation, e.g., salary, commission, bonus, rent, travel or
entertainment expense, which shall be finally disallowed in whole or in part as
a deductible expense by the Internal Revenue Service or the tax authority of any
state, shall be repayed by such officer to the Corporation to the extent of the
amount of such disallowed deduction. For these purposes, the term "final
disallowance" shall mean an agreement by the Corporation with the Internal
Revenue Service or state tax authority to such disallowance, a determination by
the Internal Revenue Service or other such tax authority with respect to which
the time to protest or appeal has lapsed, or the final decision of a court
establishing such disallowance. A decision of a court shall be deemed final
when the period during which an appeal from a decision of the court can be made
has lapsed. Such officer may elect to repay the Corporation either in a lump
sum, or in installments. If the officer elects to repay the Corporation in a
lump sum, the payment of the disallowed amount shall be due within ninety (90)
days of the date on which the Corporation notifies the officer of such
disallowance. If the officer elects to repay the Corporation in installments,
the disallowed amount shall be repaid in no more than twelve (12) equal monthly
installments, together with interest at a rate which is one percent (1%) in
excess of the so-called base rate or prime rate in effect at the Corporation's
principal bank on the date on which the Corporation notifies the officer that an
obligation for payment has arisen under this Article 6. Such monthly
installments shall commence on the fifteenth (15th) day of the first calendar
month following the calendar month during which the Corporation notifies the
officer that such obligation of payment has arisen.
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ARTICLE 7
INDEMNIFICATION
Directors, officers, committee members, and other persons shall have
the rights to indemnification provided by Section 302A.521 of the Minnesota
Statutes and law amendatory thereof and supplementary thereto.
ARTICLE 8
SHARES AND THEIR TRANSFER
8.1) CERTIFICATES OF SHARES. Unless the Board of Directors has
provided that the Corporation's shares are to be uncertificated, every owner of
shares of the Corporation shall be entitled to a certificate, to be in such form
as the Board of Directors prescribes, certifying the number of shares owned by
such owner. The certificates for such shares shall be numbered in the order in
which they are issued and shall be signed in the name of the Corporation by the
Chief Executive Officer or a Vice President or by the Secretary or Assistant
Secretary, or the Chief Financial Officer or any other officer of the
Corporation authorized by the Board of Directors, and shall have the corporate
seal, if any, affixed thereto. A record shall be kept of the name of the person
owning the shares represented by each certificate, the number of shares
represented by each certificate, the respective issue dates thereof, and in the
case of cancellation, the respective dates of cancellation. Except as provided
in Section 8.5 of this Article 8, every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no other
certificate shall be issued in exchange for any existing certificate until such
existing certificate is cancelled.
8.2) UNCERTIFICATED SHARES. The Board of Directors by a majority
vote of directors present at a duly called meeting may provide that any or all
shares of classes or series of shares are to be uncertificated shares. In that
case, any shareholder who is issued uncertificated shares shall be provided with
the information legally required to be disclosed in a certificate.
8.3) ISSUANCE OF SHARES. The Board of Directors is authorized to
issue shares of the capital stock of the Corporation up to the number of shares
authorized by the Articles of Incorporation. Shares may be issued for any
consideration, including, without limitation, money or other tangible or
intangible property received by the Corporation or to be received by the
Corporation under a written agreement, or services rendered to the Corporation
or to be rendered to the Corporation under a written agreement, as authorized by
a resolution approved by the affirmative vote of a majority of the directors
present, valuing all nonmonetary consideration and establishing a price in money
or other consideration, or a minimum price, or a general formula or method by
which the price will be determined. Upon authorization by resolution approved
by the affirmative vote of a majority of the directors present, the Corporation
may, without any new or additional consideration, issue shares of its authorized
and unissued capital stock in exchange for or in conversion of its outstanding
shares, or issue its own shares pro rata to its shareholders or the shareholders
of one or more classes or series, to effectuate share dividends or splits,
including reserve share splits. No shares of a class or series shall be issued
to the holders of
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shares of another class or series, unless issuance is either
expressly provided for in the Articles of Incorporation or is approved at a
meeting by the affirmative vote of the holders of a majority of the voting power
of all shares of the same class or series as the shares to be issued.
8.4) TRANSFER OF SHARES. Transfer of shares on the books of the
Corporation may be authorized only by the shareholder named in the certificate
or the shareholder's legal representative or duly authorized attorney-in-fact
and only upon surrender for cancellation of the certificate for such shares.
The shareholder in whose name shares stand on the books of the Corporation shall
be considered the owner thereof for all purposes regarding the Corporation.
8.5) LOST CERTIFICATES. Any shareholder claiming a certificate for
shares to be lost or destroyed shall make an affidavit or affirmation of that
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 of Directors and in an amount
determined by the Board of Directors, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss or destruction
of the certificate. A new certificate may then be issued in the same tenor and
for the same number of shares as the one alleged to have been destroyed or lost.
8.6) TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them.
8.7) FACSIMILE SIGNATURE. Where any certificate is manually signed
by a transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the
officers and a facsimile corporate seal, if any, may be inscribed on the
certificate in lieu of the actual signatures and seal.
ARTICLE 9
FINANCIAL AND PROPERTY MANAGEMENT
9.1) FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31st of each year.
9.2) CHECKS. All checks, drafts, other orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the
Corporation shall be signed by the Chief Executive Officer or Chief Financial
Officer, or any other officer or officers, agent or agents of the Corporation,
as may from time to time be determined by resolution of the Board of Directors.
9.3) DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.
9.4) VOTING SECURITIES HELD BY CORPORATION. The Chief Executive
Officer, or other officer or agent designated by the Board of Directors, shall
have full power and authority on behalf of the Corporation to attend, act at and
vote at any meeting of security or interest
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holders of other corporations or entities in 4hich the Corporation may hold
securities or interests. At the meeting, the Chief Executive Officer or
other designated agent shall possess and exercise any and all rights and
powers incident to the ownership of the securities or interests which the
Corporation holds.
ARTICLE 10
AMENDMENTS
The Board of Directors of the Corporation is expressly authorized to
make Bylaws of the Corporation and from time to time to adopt, amend, or repeal
Bylaws so made to the extent and in the manner prescribed by the Minnesota
Statutes. The Board of Directors shall not adopt, amend, or repeal a Bylaw
fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the Board of Directors or fixing the
number of directors or their classifications, qualifications, or terms of
office, but may adopt or amend a Bylaw to increase the number of directors. The
authority in the Board of Directors is subject to the power of the voting
shareholders to adopt, change or repeal the Bylaws by a vote of shareholders
holding a majority of the shares entitled to vote and present or represented at
any regular meeting or special meeting called for that purpose.
ARTICLE 11
RESTRICTION ON TRANSFER OF SHARES
11.1) CORPORATE AND SHAREHOLDER OPTION. No transfer of shares of
the common stock of the Corporation or securities convertible into common stock
of the Corporation shall be made, nor any sale or assignment thereof be valid,
unless such shares or securities shall have first been offered in writing to the
Corporation and secondly to the shareholders of the Corporation. The
Corporation shall have the right to purchase the same within ten (10) days of
receipt of notice of such transfer, sale or assignment 1) upon the same terms
and conditions of any such proposed transfer, sale or assignment; 2) under a
pre-existing agreement to purchase such shares or securities between the
Corporation and such shareholder; or 3) if neither of the foregoing is
applicable, at the book value of such shares or securities on the last day of
the calendar month immediately preceding the date of notice of such transfer,
sale or assignment. If the Corporation shall not exercise its option within the
aforesaid ten (10) day period, the shareholders shall have an additional five
(5) days in which to purchase such shares or securities, pro rata, upon the same
terms and conditions as the Corporation.
11.2) RENEWAL OF NOTICE. Any transfer, sale or assignment to be
made after the expiration of the aforesaid option period must be made upon the
same terms and conditions contained in the notice of transfer and within an
additional five (5) days after the expiration thereof; otherwise, an additional
notice must be given to the Corporation and the Corporation's shareholders and
an additional option period must expire prior to any such transfer.
11.3) EXERCISE OF OPTION. The Corporation or the shareholders,
whichever is applicable, may exercise the option herein granted by depositing
within the prescribed option period, in cash, the full purchase price with any
national or state chartered bank. Within the prescribed option period, the
Corporation or the shareholders exercising the option shall give
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notice thereof to the selling shareholder, or the representative of such
shareholder, as the case may be, by depositing written notice in the United
States mail addressed to his last known address. The bank designated to hold
the funds shall disburse them to the person entitled to them upon the
surrender of the certificate or certificates of the shares or securities
properly endorsed, plus the release in full by such person for all claims he
may have against the Corporation on account of ownership of the common stock
or securities.
11.4) ENDORSEMENT ON STOCK CERTIFICATES. An endorsement in language
substantially as follows shall be placed on each certificate of stock or
securities issued by the Corporation: "This certificate is subject to a
repurchase option by the Corporation and its shareholders as set forth in
Article 11 of the Bylaws, which Bylaws are available for inspection at the
registered office of the Corporation."
The foregoing Bylaws were adopted as the complete Bylaws of the
Corporation by action of the Board of Directors on the 18th day of July, 1995.
/s/ John Castro
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John Castro
/s/ Rick Atterbury
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Rick Atterbury
/s/ Steven J. Machov
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Steve Machov
12