ARTICLE I
OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office
of the Company will be determined from time to time by the Board of Directors.
SECTION 2. REGISTERED OFFICE. The registered office of the Company
required by Chapter 302A of the Minnesota Statutes to be maintained in the State
of Minnesota is as designated in the Articles of Incorporation. The Board of
Directors of the Company may, from time to time, change the location of the
registered office. On or before the day that such change is to become
effective, a certificate of such change and of the new address of the new
registered office will be filed with the Secretary of State of the State of
Minnesota.
SECTION 3. OTHER OFFICE. The Company may establish and maintain such
other offices, within or without the State of Minnesota, as are from time to
time authorized by the Board of Directors.
ARTICLE II
MEETINGS OF SHAREHOLDERS.
SECTION 1. PLACE OF MEETINGS. Each meeting of the shareholders will be
held at the principal executive office of the Company or at such other place as
may be designated by the Board of Directors or the President; provided, however,
that any meeting called by or at the demand of a shareholder or shareholders
will be held in the county where the principal executive office of the Company
is located.
SECTION 2. REGULAR MEETINGS. Regular meetings of the shareholders may
be held on an annual or other less frequent basis as determined by the Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares entitled to vote may demand a
regular meeting of shareholders by written demand given to the President of the
Company. If said officer fails to call and hold such meeting within 90 days
after receipt of the demand, the shareholder making the demand will have the
right and power to call such meeting. At each regular meeting the shareholders
will elect directors whose terms have expired or are due to expire within six
months after the date of the meeting and may transact such other business as may
properly be brought before the meeting.
SECTION 3. NOTICE OF REGULAR MEETING. Unless otherwise required by
law, written notice of the time and place of each regular shareholder meeting
will be mailed, postage prepaid, at least 10 but not more than 60 days before
such meeting, to each shareholder entitled to vote thereat at his or her address
as the same appears upon the books of the Company.
SECTION 4. SPECIAL MEETINGS. A special meeting of the shareholders may
be called for any purpose or purposes at any time by the President and will be
called by the President at the request in writing of two or more members of the
Board of Directors or at the request in writing of one or more shareholders
holding not less than ten percent of the voting power of all shares of the
Company entitled to vote. Such request which will be by registered mail or
delivered in person to the President of the Company specifying the purposes of
the proposed meeting.
SECTION 5. NOTICE OF SPECIAL MEETINGS. Written notice of the time,
place and purpose or purposes of a special meeting will be mailed, postage
prepaid, at least five but not more than 60 days before such meeting, to each
shareholder entitled to vote at such meeting at his or her address as the same
appears upon the books of the Company.
SECTION 6. BUSINESS TO BE TRANSACTED. No business will be transacted
at any special meeting of shareholders except that stated in the notice of the
meeting.
SECTION 7. WAIVER OF NOTICE. A shareholder may waive notice of the
date, time, place and purpose or purposes of a meeting of shareholders. A
waiver of notice by a shareholder entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally or by
attendance. Attendance by a shareholder at a meeting is a waiver of notice of
that meeting, unless the shareholder objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened, or objects before a vote on an item of business because the item may
not lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
SECTION 8. QUORUM AND ADJOURNMENT. The holders of a majority of the
voting power of the shares entitled to vote at a meeting, present in person or
by proxy at the meeting, will constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum will not
be present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, will have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum will be present or represented. At
such adjourned meeting at which a quorum will be present or represented any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly called or held meeting
at which a quorum is present may continue to transact business until
adjournment, even though the withdrawal of a number of shareholders originally
present leaves less than the proportion or number otherwise required for a
quorum.
SECTION 9. VOTING RIGHTS. A shareholder may cast his or her vote in
person or by proxy. When a quorum is present at the time a meeting is convened,
the affirmative vote of the holders of a majority of the shares entitled to vote
on any question present in person or by proxy will decide such question unless
the question is one upon which, by express provision of the applicable statute
or the Articles of Incorporation, a different vote is required, in which case
such express provision will govern and control the decision of such question.
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SECTION 10. PROXIES. A shareholder may cast or authorize the casting of
a vote by filing a written appointment of a proxy with an officer of the Company
at or before the meeting at which the appointment is to be effective. The
shareholder may sign or authorize the written appointment by telegram, cablegram
or other means of electronic transmission setting forth or submitted with
information sufficient to determine that the shareholder authorized such
transmission. Any copy, facsimile, telecommunication or other reproduction of
the original of either the writing or transmission may be used in lieu of the
original, provided that it is a complete and legible reproduction of the entire
original. No proxy will be valid after 11 months from its date, unless the proxy
expressly provides for a longer period.
SECTION 11. MANNER OF VOTING. Each shareholder will at every meeting of
the shareholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such shareholder and, except where
the transfer books of the Company have been closed or a date has been fixed as a
record date for the determination of its shareholders entitled to vote, no share
of stock that has been transferred on the books of the Company within 20 days
next preceding any election of directors will be voted in such election of
directors.
SECTION 12. RECORD DATE. The Board of Directors may fix a date, not
exceeding 60 days preceding the date of any meeting of shareholders, as a record
date for the determination of the shareholders entitled to notice of and to vote
at such meeting, and in such case only shareholders of record on the date so
fixed, or their legal representatives, will be entitled to notice of and to vote
at such meeting, notwithstanding any transfer of any shares on the books of the
Company after any record date so fixed. The Board of Directors may close the
books of the Company against transfers of shares during the whole or any part of
such period.
SECTION 13. ORGANIZATION OF MEETINGS. The President will preside at all
meetings of the shareholders, in the absence of the President or if the office
of the President is vacant, the Treasurer will preside at meetings of the
shareholders. The Secretary will act as secretary of all meetings of the
shareholders, or in his or her absence any person appointed by the presiding
officer will act as secretary.
SECTION 14. ELECTRONIC CONFERENCES AND PARTICIPATION BY ELECTRONIC
MEANS. A conference among shareholders conducted by any means of communication
through which the shareholders may simultaneously hear each other during the
conference will constitute a regular or special meeting of shareholders,
provided the notice of the conference is given to every holder of shares
entitled to vote pursuant to sections 3 or 5 of this Article II. A shareholder
may participate in a regular or special meeting of shareholders by any means of
communication through which the shareholder, other shareholders so
participating, and all shareholders physically present at the meeting may
simultaneously hear each other during the meeting. Such participation in a
meeting will constitute presence at the meeting in person or by proxy.
SECTION 15. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a shareholders' meeting may be taken without a meeting if
authorized by a writing or writings signed by all of the holders of shares who
would be entitled to vote on that action. Such action will be effective on the
date on which the last signature is placed on such writing or writings, unless a
different effective date is provided in the written action. If any action so
taken requires
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a certificate to be filed in the office of the Secretary of State, the officer
signing such certificate will state therein that the action was effected in the
manner aforesaid.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Company
will be managed by or under its Board of Directors which may exercise all such
powers of the Company and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws required to be
exercised or done by the shareholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors which
will constitute the whole board will be at least one, or such other number as
may be determined by the Board of Directors or by the shareholders at a regular
or special meeting. Except as otherwise permitted by statute, the directors
will be elected at each regular meeting of the Company's shareholders (or at any
special meeting of the shareholders called for that purpose) by a majority of
the voting power of the shares represented and voting, and each director will be
elected to serve until the next regular meeting of the shareholders and
thereafter until a successor is duly elected and qualified, unless a prior
vacancy will occur by reason of death, resignation, or removal for office.
Directors will be natural persons, but need not be shareholders.
SECTION 3. RESIGNATION AND REMOVAL. Any director may resign at any
time by giving written notice to the Company. Such resignation will take effect
at the date of the receipt of such notice, or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation will not be necessary to make it effective. Any director may be
removed at any time, with or without cause, by the affirmative vote of the
holders of a majority of the voting shares entitled to elect such director.
SECTION 4. VACANCIES. If the office of any director becomes vacant by
reason of death, resignation, removal, disqualification, or otherwise, the
directors then in office, although less than a quorum, by a majority vote, may
choose a successor who will hold office for the unexpired term in respect of
which such vacancy occurred. With respect to the initial election of a director
to fill a newly created directorship resulting from an increase in the number of
directors by action of the Board of Directors in the manner permitted by
statute, such vacancy will be filled by the affirmative vote of a majority of
the directors serving at the time of the increase.
SECTION 5. MEETINGS OF DIRECTORS. The Board of Directors of the
Company may hold meetings, from time to time, either within or without the State
of Minnesota, at such place as a majority of the members of the Board of
Directors may from time to time appoint. If the Board of Directors fails to
select a place for the meeting, the meeting will be held at the principal
executive office of the Company.
SECTION 6. CALLING MEETINGS. Meetings of the Board of Directors may be
called by (i) the President on 24 hours' notice or (ii) any director on 10 days'
notice, to each director, either personally, by telephone or by mail or
telegram. Every such notice will state the date, time
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and place of the meeting. Notice of a meeting called by a person other than the
President will state the purpose of the meeting.
SECTION 7. PARTICIPATION BY ELECTRONIC COMMUNICATIONS. Directors of
the Company may participate in a meeting of the Board of Directors by means of
conference telephone or by similar means of communication by which all persons
participating in the meeting can simultaneously hear each other. A director so
participating will be deemed present in person at the meeting.
SECTION 8. WAIVER OF NOTICE. A director may waive notice of a meeting
of the Board of Directors. A waiver of notice by a director entitled to notice
is effective whether given before, at, or after the meeting, and whether given
in writing, orally, or by attendance. Attendance by a director at a meeting is
a waiver of notice of that meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting was
not lawfully called or convened and does not participate thereafter in the
meeting.
SECTION 9. ABSENT DIRECTORS. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors by actual delivery prior to the meeting of such advance written
consent or opposition to the President or a director who is present at the
meeting. If the director is not present at the meeting, advance written consent
or opposition to a proposal will not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition will be counted
as a vote in favor of or against the proposal and will be entered in the minutes
or other record of action at the meeting, if the proposal acted on at the
meeting is substantially the same or has substantially the same effect as the
proposal to which the director has consented or objected.
SECTION 10. QUORUM. At all meetings of the Board of Directors a
majority of the directors will constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum will be the act of the Board of Directors, except as may
be otherwise specifically provided by applicable statute or by the Articles of
Incorporation. If a quorum will not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present. If a quorum is present at the call of a meeting, the directors may
continue to transact business until adjournment notwithstanding the withdrawal
of enough directors to leave less than a quorum.
SECTION 11. ORGANIZATION OF MEETINGS. The President will preside at all
meetings of the Board of Directors and in his or her absence the Treasurer will
act as presiding officer. The Secretary will act as secretary of all meetings
of the Board of Directors, and in his or her absence any person appointed by the
presiding officer will act as secretary.
SECTION 12. COMMITTEES. The Board of Directors, by a resolution
approved by the affirmative vote of a majority of the directors then holding
office, may establish one or more committees of one or more persons having the
authority of the Board of Directors in the management of the business of the
Company to the extent provided in such resolution. Such committees, however,
will at all times be subject to the direction and control of the Board of
Directors. Committee members need not be directors and will be appointed by the
affirmative
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vote of a majority of the directors present. A majority of the members of any
committee will constitute a quorum for the transaction of business at a meeting
of any such committee. In other matters of procedure the provisions of these
Bylaws will apply to committees and the members thereof to the same extent they
apply to the Board of Directors and directors, including, without limitation,
the provisions with respect to meetings and notice thereof, absent members,
written actions and valid acts. Each committee will keep regular minutes of its
proceedings and report the same to the Board of Directors.
SECTION 13. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting, if a written consent thereto is signed by all members of the Board of
Directors and such written consent is filed with the minutes of proceedings of
the Board of Directors. If the proposed action need not be approved by the
shareholders and the Articles of Incorporation so provide, action may be taken
by written consent signed by the number of directors that would be required to
take the same action at a meeting of the Board of Directors at which all
directors were present. Such action will be effective on the date on which the
last signature is placed on such writing or writings, or such other effective
date as is set forth therein.
SECTION 14. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each meeting of the Board of Directors, and may be paid a stated amount as a
director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment will preclude a director from serving the
Company in any other capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER AND QUALIFICATION. The officers of the Company will
be chosen by the Board of Directors and include a President, a Treasurer and a
Secretary. The Board of Directors may elect or appoint such other officers or
agents as it deems necessary for the operation and management of the Company,
with such powers, rights, duties and responsibilities as may be determined by
the Board of Directors, including, without limitation, one or more Vice
Presidents, one or more Assistant Secretaries and Assistant Treasurers, each of
whom will have the powers, rights duties and responsibilities set for the in
these Bylaws unless otherwise determined by the Board. Any of the offices or
functions of those offices may be held or exercised by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The initial officers of the
Company will be elected by the Board of Directors at its first duly held meeting
and all officers will hold office until their successors have been duly elected,
unless prior thereto such officer will have resigned or been removed from office
as hereinafter provided.
SECTION 3. RESIGNATION, REMOVAL AND VACANCIES. An officer may resign
at any time by giving written notice to the Company. The resignation is
effective without acceptance when the notice is given to the Company, unless a
later effective date is specified in the notice. Any officer or agent elected
or appointed by the Board of Directors will hold office at the pleasure of
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the Board of Directors and may be removed, with or without cause, at any time by
the affirmative vote of a majority of the Board of Directors present at a duly
held Board meeting. A vacancy in an office may, or in the case of a vacancy in
the office of the President or Treasurer will, be filled for the unexpired
portion of the term by action of the Board of Directors.
SECTION 4. SALARIES. The salaries of all officers of the Company will
be fixed by the Board of Directors or by the President if authorized by the
Board of Directors.
SECTION 5. PRESIDENT. The President will be the chief executive
officer of the Company. Unless provided otherwise by a resolution adopted by
the Board of Directors, the President will have general active management of the
business of the Company, will preside at meetings of the shareholders and Board
of Directors, will see that all orders and resolutions of the Board of Directors
are carried into effect, will sign and deliver in the name of the Company any
deeds, mortgages, bonds, contracts, or other instruments pertaining to the
business of the Company, 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, these Bylaws, or the Board of
Directors to some other officer or agent of the Company, will maintain records
of and, whenever necessary, certify proceedings of the Board of Directors and
shareholders, and will perform such other duties as may from time to time be
prescribed by the Board of Directors.
SECTION 6. TREASURER. The Treasurer will be the chief financial
officer of the Company. The Treasurer will keep accurate financial records for
the Company, will deposit all moneys, drafts, and checks in the name of and to
the credit of the Company in such banks and depositories as the Board of
Directors will designate from time to time, will endorse for deposit all notes,
checks, and drafts received by the Company as ordered by the Board of Directors,
making proper vouchers therefor, will disburse corporate funds and issue checks
and drafts in the name of the Company as ordered by the Board of Directors, will
render to the President and the Board of Directors, whenever requested, an
account of all such officer's transactions as Treasurer and of the financial
condition of the Company, and will perform such other duties as may be
prescribed by the Board of Directors from time to time. If required by the
Board of Directors, the Treasurer will give the Company a bond in such sum and
with such surety or sureties as will be satisfactory to the Board of Directors
for the faithful performance of the duties of his or her office and for the
restoration to the Company, in case of his or her death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his or her possession or under his or her control belonging
to the Company.
SECTION 7. SECRETARY. The Secretary will attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Company and of the Board of Directors in a
book to be kept for that purpose. He or she will give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, and will perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he or she will be.
SECTION 8. VICE PRESIDENTS. The Vice President, if any, or if there
will be more than one, the Vice Presidents in the order determined by the Board
of Directors, will, in the absence
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or disability of the President, perform the duties and exercise the powers of
the President and will perform such other duties and have such other powers as
the Board of Directors or the President may from time to time prescribe.
SECTION 9. ASSISTANT SECRETARIES. The Assistant Secretary or, if there
be more than one, the Assistant Secretaries, in the order determined by the
Board of Directors, will, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and will perform such other
duties and have such other powers as the Board of Directors or the President may
from time to time prescribe.
SECTION 10. AUTHORITY AND DUTIES. In addition to the foregoing
authority and duties, all officers of the Company will respectively have such
authority and perform such duties in the management of the business of the
Company as may be designated from time to time by the Board of Directors.
ARTICLE V
CERTIFICATES OF STOCK
SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the Company
will be entitled to have a certificate, signed by, or in the name of the
Company by the President or the Secretary or an Assistant Secretary of the
Company, if there be one, certifying the number of shares owned by him or her in
the Company. The certificates of stock of each class will be numbered in the
order of their issue.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is signed (1) by
a transfer agent or an assistant transfer agent, or (2) by a transfer clerk
acting on behalf of the Company and a registrar, the signature of any such
President, Secretary or Assistant Secretary may be facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on any such certificate or certificates will cease to be such
officer or officers of the Company before such certificate or certificates have
been delivered by the Company, such certificate or certificates may nevertheless
be adopted by the Company and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures have been used thereon had not ceased to be such officer or
officers of the Company.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates issued by the Company alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his or her legal
representative, to advertise the same in such manner as it will require and/or
to give the Company a bond in such sum as it may direct as indemnity against any
claim that may be made against the Company with respect to the certificate
alleged to have been lost or destroyed.
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SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Company or the
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it will be the duty of the Company to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.
SECTION 5. REGISTERED SHAREHOLDERS. The Company will 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 will be entitled
to hold liable for calls and assessments a person so registered on its books as
the owner of shares, and will not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it will have express or other notice thereof, except as otherwise
provided by applicable statute.
ARTICLE VI
INDEMNIFICATION
SECTION 1. INDEMNIFICATION. The Company shall indemnify its officers
and directors to the fullest extent permissable under the provisions of Chapter
302A of the Minnesota Statutes, as amended from time to time, or as required or
permitted by other provisions of law. Any repeal or modification of this
Article VI will be prospective only and will not adversely affect any right to
indemnification of a director or officer of the Company existing at the time of
such repeal or modification.
SECTION 2. INSURANCE. The Company may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Company would otherwise be required to indemnify the person
against the liability.
ARTICLE VII
GENERAL PROVISIONS
SECTION 1. FISCAL YEAR. The fiscal year of the Company will be fixed
by resolution of the Board of Directors.
SECTION 2. DIVIDENDS. Subject to the provisions of the applicable
statute and the Articles of Incorporation, dividends upon the capital stock of
the Company may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock.
SECTION 3. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Company available for dividends such sum or sums
as the directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Company, or for such other
purposes as the directors will think conducive to the interest of the Company,
and the directors may modify or abolish any such reserve in the manner in which
it was created.
SECTION 4. SEAL. The Company will not have a corporate seal.
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SECTION 5. CHECKS. All checks or demands for money and notes of the
Company will be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 6. AMENDMENTS. The Board of Directors will have the power to
adopt, amend or repeal the Bylaws of the Company, subject to the power of the
shareholders to change or repeal the same, provided, however, that the Board
will not adopt, amend or repeal any Bylaw fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling vacancies
in the Board, or fixing the number of directors or their classifications,
qualifications or terms of office, but may adopt or amend a Bylaw that increases
the number of directors.
July 14, 1997
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