Exhibit 3(b)
BY-LAWS
OF
WELLS FARGO FINANCIAL, INC
(herein called the "Corporation")
Article I
OFFICES OF THE CORPORATION
SECTION 1. PRINCIPAL OFFICE: The principal office of the Corporation is 206
Eighth Street, Des Moines, Polk County, Iowa.
SECTION 2. REGISTERED OFFICE: The registered office of the Corporation is 206
Eighth Street, Des Moines, Polk County, Iowa.
SECTION 3. OTHER OFFICES: The Corporation may have places of business or other
offices anywhere in the United States of America or Canada, as the Board of
Directors (hereinafter called the "Board") may from time to time determine or as
shall be necessary or appropriate for the conduct of the business of the
Corporation.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING OF SHAREHOLDERS: The annual meeting of the
shareholders of the Corporation, for the election of directors and for the
transaction of such other business as may properly come before the meeting,
shall be held annually at the principal office of the Corporation at 8:30 A.M.
on the third Wednesday of April in each year, or at such other place or time as
may be designated by the Board. If the date designated for the annual meeting
shall be a legal holiday, such meeting shall be held on the next succeeding day
not a legal holiday.
If the election of directors shall not be held on the day designated for
the annual meeting, or at any adjournment thereof, the board shall call a
special meeting of the shareholders to be held as soon thereafter as is
convenient for the election of directors. At such special meeting, the
shareholders may elect directors and transact other business with the same force
and effect as at an annual meeting of the shareholders duly held.
SECTION 2. SPECIAL MEETINGS OF SHAREHOLDERS: Special meetings of the
shareholders, for any purpose or purposes, may be held at the principal office
of the Corporation, or at such other place as may be designated by the Board.
Special meetings shall be held when called in writing by the president or
the board or the holders of not less than 1/10th of all the shares of stock
entitled to vote at such meeting.
SECTION 3. NOTICE OF MEETINGS OF SHAREHOLDERS: Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 (or such greater number as is required by law) nor more than 60 days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary or the persons calling the meeting, to
each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder at his address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid.
SECTION 4. VOTING RECORD: The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least 10 days before
each meeting of shareholders, a complete record of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which record, for a
period of 10 days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholder
at any time during usual business hours.
Such record shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such record or
transfer books or to vote at any meeting of shareholders.
SECTION 5. QUORUM OF SHAREHOLDERS: At any meeting of the shareholders, a
majority of the shares entitled to vote, present in person or represented by
proxy, shall constitute a quorum of the shareholders for all purposes, unless
the representation of a larger number is required by law or the Articles of
Incorporation, and, in that case, the representation of the number so required
shall constitute a quorum.
If the holders of the number of shares necessary to constitute a quorum
shall fail to attend in person or by proxy at the time and place fixed for the
meeting, a majority of the shares represented at the meeting may adjourn from
time to time without notice, other than by announcement at the meeting, until
the holders of the number of shares requisite to constitute a quorum shall
attend.
At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 6. ORGANIZATION OF SHAREHOLDERS' MEETING: The Chairman of the Board, or
in his absence the president, or in the absence of both, a vice president, shall
call meetings of the shareholders to order and shall act as chairman of such
meetings.
A majority of the shares represented at the meeting may appoint any
shareholder to act as chairman of any meeting in the absence of the
above-indicated officers.
The secretary of the Corporation shall act as secretary at all meetings of
the shareholders; but in his absence, the presiding officer may appoint any
person to act as secretary of the meeting.
SECTION 7. VOTING OF SHARES: Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except as may be otherwise provided in the Articles of
Incorporation. Such vote may be cast either in person or by proxy executed and
delivered as provided in Section 9 of this Article.
At each election for directors every shareholder entitled to vote at such
election shall have the right to vote the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has
a right to vote.
The shareholders having the right to vote shares at any meeting shall only
be those of record on the stock transfer books of the Corporation, and those
acting in a representative capacity as specified in Section 8 of this Article,
on the date fixed pursuant to the provisions of Section 8 of Article VI of these
By-Laws.
Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
Upon demand of shareholders owning 25% or more of the shares represented at
the meeting, the votes for directors or upon any other matter before the
meeting, shall be by ballot. On a vote by ballot, each ballot shall be
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signed by the shareholder voting, or in his name by his proxy, and shall state
the number of shares voted, except that the individuals named as attorneys and
proxies in any proxy of the Corporation, or their substitutes, may, after filing
the proxies with the secretary, indicate the names of shareholders by inserting
on the ballot along with their signatures the statement "Proxies filed."
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number is required by
law, or the Articles of Incorporation or these By-Laws.
SECTION 8. VOTING BY REPRESENTATIVE: Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee
thereafter the pledgee shall be entitled to vote the shares so transferred.
SECTION 9. PROXIES: At all meetings of the shareholders, a shareholder entitled
to vote may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation or the
chairman of the meeting before the melting is called to order.
No proxy shall be valid after 11 months from the date of its execution,
unless otherwise provided in the proxy.
Prior to any meeting, but subsequent to the date fixed pursuant to the
provisions of Section 8 of Article VII of these By-Laws, any proxy may submit
powers of attorney to the secretary or treasurer of the Corporation for
examination. The certificate of the secretary, or the treasurer, as to the
regularity of such powers of attorney, and as to the number of shares held by
the person who severally and respectively executed such powers of attorney,
shall be received as prima facie evidence of the number of shares represented by
the holder of such powers of attorney for the purpose of establishing the
presence of a quorum at such meeting and of organizing the same and for all
other purposes.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS OF DIRECTORS: All corporate powers shall be execised
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the Board.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS OF DIRECTORS: The Board shall
consist of one or more directors. The shareholders at their annual meeting, or
at any special meeting, shall determine the number of directors to constitute
the Board for the ensuing year or for any other term specified by the
shareholders, provided that thereafter the authorized number of directors may be
increased or decreased by the shareholders or the board, provided that no
decrease shall have the effect of shortening the term of any incumbent director.
Each director shall hold office until the next succeeding annual meeting of
the shareholders and until his successor shall have been elected and qualified,
or until his death, resignation or removal.
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Directors need not be residents of the State of Iowa nor shareholders of the
Corporation.
SECTION 3. QUORUM OF DIRECTORS AND MANNER OF ACTING: A majority of the Board of
Directors shall constitute a quorum for the transaction of business; but if at
any meeting of the Board there be less than a quorum present, a majority of the
directors present (or if only one director be present then that one) may adjourn
the meeting sine die or from time to time without notice until a quorum shall be
present.
At all meetings of directors, a quorum being present, the act of the
majority of the directors present at the meeting shall be the act of the Board.
SECTION 4. RESIGNATION OF DIRECTORS: Any director of the Corporation may resign
at any time by giving written notice to the president or to the secretary of the
Corporation. The resignation of any director shall take effect upon receipt of
notice thereof or at such later date as shall be specified in such notice; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 5. REMOVAL OF DIRECTORS: A director shall be subject to removal at a
special meeting of the shareholders by the vote of a majority of the shares then
outstanding.
SECTION 6. VACANCIES OF DIRECTORS: Any vacancy occurring in the Board through
death, resignation, removal or any other cause, and any directorship to be
filled by reason of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the directors then in office even if less than
a quorum of the Board.
A director so elected shall hold office until the next succeeding annual
meeting of the shareholders and until his successor shall have been elected and
shall qualify or until his death, resignation or removal.
SECTION 7. COMPENSATION OF DIRECTORS: A director shall be entitled to be
reimbursed for any expenses paid by them on account of attendance at any meeting
of the Board. The Board may provide that the Corporation shall pay each
director, except officers of the Corporation who are directors, such
compensation for his services as director as may be fixed from time to time by
resolution of the Board.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation or any subsidiary thereof in any other capacity and
receiving compensation therefor.
SECTION 8. PLACE OF MEETING OF DIRECTORS: Except as provided in Sections 9 and
10 of this Article, the Board may hold its meetings at such place or places
within or without the State of Iowa, as the Board may from time to time
determine.
SECTION 9. ANNUAL MEETING OF DIRECTORS: Immediately after the final adjournment
of each annual meeting of the shareholders for the election of directors, the
Board shall meet, at the same place where said meeting of shareholders finally
adjourned, for the purpose of election of officers and of the Executive
Committee, if any, and the transaction of other business.
Notice of such meeting need not be given unless otherwise provided by these
By-Laws.
Such meeting may be held at any other time or place as shall be specified
in a notice given as hereinafter provided for special meetings of the Board or
in a waiver of notice thereof signed by all directors, at which meeting the same
matters shall be acted upon as is above provided.
SECTION 10. REGULAR MEETINGS OF DIRECTORS: Regular meetings of the Board shall
be held at the principal office of the Corporation, or at such other place as
may be designated by the Board, at 9:00 A.M. on the 3rd Wednesday of July,
October and January, if not a legal holiday, and if a legal holiday, then on the
next succeeding business day not a legal holiday.
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No notice shall be required for any regular meeting of the Board unless
otherwise provided by these By-Laws.
SECTION 11. SPECIAL MEETINGS OF DIRECTORS AND NOTICE THEREOF: Special meetings
of the Board shall be held whenever called by order of the Chairman of the Board
or the president, or 1/3rd of the directors at that time in office.
Notice of each such meeting shall be mailed or telegraphed to each
director, addressed to him at his address as it appears in the records of the
Corporation or delivered to him personally, at least 1 day before the date on
which the meeting is to be held.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the director at such address, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company, similarly
addressed and prepaid.
Each notice shall state the time and place of the meeting.
Unless otherwise indicated in the notice thereof, any and all business may
be transacted at a special meeting.
At any meeting at which every director shall be present, even without any
notice, any business may be transacted unless otherwise provided by these
By-Laws.
SECTION 12. SUBSTITUTES FOR NOTICE OF MEETINGS OF DIRECTORS: A written waiver of
notice signed by a director, whether before or after the time of the meeting
stated therein, shall be equivalent to the giving of such notice in due time as
required by these By-Laws.
Attendance of a director at a meeting shall constitute a waiver of notice
of such meeting unless otherwise provided by these By-Laws and except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 13. DIRECTOR'S ASSENT: A director who is present at a meeting of the
Board at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered or certified mail to the secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
SECTION 14. ORDER OF BUSINESS AND PRESIDING OFFICER AT DIRECTORS' MEETINGS: At
meetings of the board, business shall be transacted in such order as from time
to time the presiding officer may determine, unless otherwise ordered by
resolution of the Board.
At all meetings of the Board, the Chairman of the Board, or in his absence,
the President, or in the absence of both, any director designated by the Board,
shall preside.
SECTION 15. INFORMAL ACTION OF DIRECTORS: Any action required or permitted by
law or the Articles of Incorporation or these By-Laws to be taken at any meeting
of the Board may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all of the directors then in
office.
SECTION 16. CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS BY DIRECTORS: Members
of the board of directors may participate in a meeting by conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting so held shall
constitute presence in person at such meeting.
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ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE: The Board by resolution adopted by a majority of
the Board may designate such number of directors as the Board may fix from time
to time to constitute an Executive Committee and shall thereupon designate for
such committee a chairman who shall continue to be chairman of the committee
during the pleasure of the board. The Chairman of the Board and the president by
virtue of their offices shall be members of the Executive Committee.
The Executive Committee shall be chosen annually by the Board at its annual
meeting. Each member of the Executive Committee shill hold office until the next
succeeding annual meeting of the Board and until his successor shall have been
duly chosen and shall qualify or until his death or until he shall resign or
otherwise be removed by the Board.
The Board may also designate from their number one or more alternate
members of the Executive Committee to serve at meetings of the committee in the
absence of any regular member or members, and, in case more than one alternate
is designated, shall determine at the time of designation the priorities as
between them.
The Board shall fill vacancies in the Executive Committee by designation
from the directors.
All action by the Executive Committee shall be reported to the Board at its
meeting next succeeding such action, and shall be subject to revision or
alteration by the Board; provided that no rights or acts of third parties shall
be affected by any such revision or alteration.
Minutes of the meetings of the Executive Committee shall be kept by a
secretary designated by the Executive Committee who need not be a member of the
Executive Committee. All such minutes shall be available to the Board for its
information.
The Executive Committee shall fix its own rules of procedure and shall meet
at such times and places as the Executive Committee may from time to time fix.
During intervals between meetings of the Board, the Executive Committee
shall possess and may exercise all the authority of the Board, except the
Executive Committee shall not have the authority of the Board to (a) declare
dividends or distributions; (b) approve or recommend to shareholders actions or
proposals required by law to be approved by shareholders; (c) designate
candidates for the office of director, for purpose of proxy solicitation or
otherwise, or fill vacancies on the board of directors or any committee thereof;
(d) amend the By-Laws; (e) approve or adopt a plan of merger or consolidation;
(f) reduce surplus; (g) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the board of directors; or
(h) authorize or approve the issuance or sale of, or any contract to issue or
sell, shares or designate the term of a series of a class of shares; however,
the board of directors, having acted regarding general authorization for the
issuance or sale of shares, or any contract for issuance or sale, and, in the
case of a series, the designation of the series, may, pursuant to a general
formula or method specified by the board by resolution or by adoption of a stock
option or other plan, authorize a committee to fix the terms of any contract for
the sale of the shares and to fix the term upon which such shares may be issued
or sold, including, without limitation, the price, the dividend rate, provisions
for redemption, sinking fund, conversion, voting or preferential rights, and
provisions for other features of a class of shares, or a series of a class of
shares, with full power in such committee to adopt any final resolution setting
forth all the terms and to authorize the statement of the terms of a series for
filing with the secretary of state as provided by law.
SECTION 2. OTHER COMMITTEES: The Board may, by resolution, designate one or more
other committees each consisting of such number, having such name or names and
such powers and duties as the Board by resolution may determine. The Board shall
have the power at any time to change the membership of any such committee, to
fill vacancies therein and to discharge any such committee.
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SECTION 3. NOTICE OF MEETINGS OF A COMMITTEE OF THE BOARD: Notice of a meeting
of a committee of the board shall be mailed or delivered personally to each
committee member, at least 3 days before the date on which the meeting is to be
held. Each notice shall state the time and place of the meeting.
SECTION 4. SUBSTITUTE FOR NOTICE OF MEETINGS OF A COMMITTEE OF THE BOARD. A
written waiver of notice signed by a member of a committee of the Board, whether
before or after the time of the meeting stated therein, shall be equivalent to
the giving of such notice in due time as required by these By-Laws.
Attendance of a member of a committee of the Board at a meeting of such
committee shall constitute a waiver of notice of such meeting unless otherwise
provided by these By-Laws and except where a member attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 5. CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS: Members of a
committee of the Board may participate in a meeting of such committee by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting so held shall constitute presence in person at such meeting.
SECTION 6. INFORMAL ACTION OF COMMITTEE MEMBERS: Any action which may be taken
at a meeting of a committee of the Board may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all of
the members of the committee.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS: The officers of the Corporation shall be a Chairman of the
Board, a president, one or more vice presidents (in one or more categories as
determined by the Board), a treasurer and a secretary, each of whom shall be
elected by the Board. The Board may elect such other officers and assistant
officers as it may deem necessary. Each group president, vice president or other
group officer, whether elected by the Board or appointed by the Chairman of the
Board pursuant to Section 2 of Article VI of these By-Laws, shall be an officer
of the Corporation.
None of said officers need be directors.
One person may hold the offices and perform the duties of any two or more
of said offices.
In its discretion, the Board by a majority vote may leave unfilled any
offices except those of president, at least one vice president, treasurer and
secretary.
SECTION 2. ELECTION AND TERM OF OFFICERS: The officers of the Corporation to be
elected by the Board shall be elected annually by the Board at its annual
meeting, and may be elected at regular or special meetings. Each such officer
shall hold office until the next succeeding annual meeting of the Board and
until his successor shall have been duly chosen and shall qualify or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. REMOVAL OF OFFICERS: Any officer may be removed by the Board whenever
in its judgment the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer shall not in itself
create contract rights.
SECTION 4. RESIGNATION OF OFFICERS: Any officer may resign at any time by giving
written notice of such resignation to the president or the secretary. Any such
resignation shall take effect upon receipt of such notice or at
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any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective
SECTION 5. VACANCIES IN OFFICES: A vacancy in any office may be filled for the
unexpired portion of the term by the Board.
SECTION 6. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD: Subject to the Board
and the Executive Committee, if any, the Chairman of the Board:
a. shall have such powers and perform such duties as may be assigned to
him by these By-Laws, the Board or the Executive Committee, if any;
b. shall keep the Board and the Executive Committee, if any, fully
informed and shall freely consult with them concerning the business of the
Corporation in his charge;
c. may sign and execute all authorized contracts, deeds, mortgages, bonds
or other obligation in the name of the Corporation;
d. may sign, in the name of the Corporation, reports and all other
documents or instruments which are necessary or proper to be executed in
the course of the Corporation's business; and
e. in general, shall perform all duties incident to the office of the
Chairman of the Board.
SECTION 7. POWERS AND DUTIES OF THE PRESIDENT: Subject to the Board, the
Executive Committee, if any, and the Chairman of the Board, the president:
a. shall have such powers and perform such duties as may be assigned to
him by these By-Laws, the Board, the Executive Committee, if any, or the
Chairman of the Board;
b. shall report to the Chairman of the Board and shall keep the Chairman
of the Board, and the Executive Committee, if any, fully informed and shall
freely consult with him concerning the business of the Corporation in his
charge;
c. may sign and execute all authorized contracts, deeds, mortgages, bonds
or other obligations in the name of the Corporation;
d. may sign, in the name of the Corporation, reports and all other
documents or instruments which are necessary or proper to be executed in
the course of the Corporation's business; and
e. in general, shall perform all duties incident to the office of the
president.
SECTION 8. POWERS AND DUTIES OF GROUP PRESIDENTS: Subject to the Board, the
Executive Committee, if any, the Chairman of the Board and the president, each
group president:
a. shall have such powers and perform such duties as may be assigned to
him by these By-Laws, the Board, the Executive Committee, if any, the
Chairman of the Board or the President;
b. shall in general supervise and control such business and affairs of
the group and operations assigned thereto;
c. may sign and execute all authorized contracts, pertaining to the
operating group assigned, in the name of the Corporation; and
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d. may sign, in the name of the Corporation, reports and all other
documents or instruments which are necessary or proper to be executed in
the course of the assigned operating group's business.
In the absence or disability of a group president or in the event no group
president is designated for an operating group, the president shall perform such
duties of a group president for that operating group as may from time to time be
prescribed.
SECTION 9. POWERS AND DUTIES OF THE VICE PRESIDENT: Each vice president shall
have such powers and shall perform such duties as may be assigned to him by
these By-Laws, the board, the Executive Committee, if any, or the president. In
the absence or disability of the president, a vice president designated by the
president, the board or the Executive Committee, if any, shall perform such
duties of the president as may from time to time be prescribed.
SECTION 10. POWERS AND DUTIES OF THE TREASURER: The treasurer shall:
a. be responsible for all moneys and securities of the Corporation and
shall see that all expenditures are duly authorized and are evidenced by
proper receipts and vouchers;
b. deposit in the name of the Corporation in such depository or
depositories as may be designated according to the provisions of Section 6
of Article VIII of these By-Laws all moneys that may come into his hands
for the Corporation's account; and
c. in general, perform all duties incident to the office of treasurer and
such duties as from time to time may be assigned to him by these By-Laws,
the Board, the Executive Committee, if any, or the president.
SECTION 11. POWERS AND DUTIES OF THE SECRETARY: The secretary shall:
a. keep minutes of all meetings of the shareholder and of the Board in
books provided for that purpose and, unless the reading is waived, read
such minutes at the proper subsequent meeting;
b. attend to giving and serving all notices of the Corporation as
provided by these By-Laws or as required by law;
c. be custodian of the corporate seal and such books, records and papers
as the Board or the Executive Committee, if any, may direct, and see that
the corporate seal is affixed to or a facsimile thereof printed on all
stock certificates and other documents as may be required;
d. see that a stock record is kept showing the names of all persons who
are shareholders of the Corporation, their post office addresses as
furnished by each such shareholder, and the number of shares of each class
of stock held by them respectively, and that at least 10 days before each
shareholders' meeting a complete list of shareholders (entitled to vote at
such meeting) is prepared; and
e. in general, perform all duties incident to the office of the secretary
and such other duties as from time to time may be assigned to him by these
By-Laws, the board, the Executive Committee, if any, or the president.
SECTION 12. POWERS AND DUTIES OF OTHER OFFICERS: Officers other than those
indicated in Sections 6 through 11 above and Section 2 of Article VI of these
By-Laws shall have such powers and perform such duties as may be assigned by the
Board, the Executive Committee, if any, or the president.
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ARTICLE VI
OPERATING GROUPS
SECTION 1. ESTABLISHMENT OF OPERATING GROUPS: The Board or the Chairman of the
Board or the president may cause the business of the Corporation to be divided
into one or more groups, based upon service provided, geographical territory,
character and type of operations, or upon such other basis as the Board or the
Chairman of the Board or the president may from time to time determine to be
advisable The groups shall operate under the authority and direction of the
president or a group president and may operate under trade names approved for
such purpose by the Board or the Chairman of the Board or the president and in
such other manner as may be authorized by the Board or the Chairman of the Board
or the president.
SECTION 2. GROUP OFFICERS: The Board or the Chairman of the Board or the
president may appoint a group president for each operating group and any number
of group vice presidents or other officers as may be deemed appropriate from
time to time. Such group vice presidents and other officers shall have such
authority as may from time to time be assigned by the Chairman of the Board or
the president with respect to the affairs of such group and, unless otherwise
specified, such officer shall report to the group president of such group, or if
none, then to the president. The Chairman of the Board or the president shall
report to the Board the appointment of any group president made by him and the
appointment of any vice president or other group officer at the first regularly
scheduled meeting of the Board following such appointment. Notwithstanding the
preceding sentence, the appointment of such group presidents, vice presidents or
other group officers by the Chairman of the Board or the president shall be
effective as of the date designated by the Chairman of the Board or the
president.
ARTICLE VII
SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES: Every shareholder of the Corporation shall
be entitled to a certificate or certificates, to be in such form as the Board
shall prescribe in accordance with law, certifying the number of shares of the
Corporation owned by him.
No certificate shall be issued for any share until such share is fully
paid.
SECTION 2. EXECUTION OF CERTIFICATES: The certificates for shares of stock, when
duly authorized, shall be designated by the president or any vice president and
the treasurer or an assistant treasurer or the secretary or an assistant
secretary of the Corporation, and its seal shall be affixed thereto; provided,
however, that where such certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or an employee of
the Corporation, the signature of such president, vice president, treasurer,
secretary, assistant treasurer or assistant secretary and the seal of the
Corporation may be a facsimile and the signatures of the persons signing for
such transfer agent or registrar also may be facsimiles.
In case any officer or officers of the Corporation who shall have signed,
or whose facsimile signature or signatures shall have been placed upon any such
certificate or certificates shall have ceased to be such officer or officers
before such certificate or certificates shall have been issued, such certificate
or certificates may be issued by the Corporation with the same effect as if he
or they were such officer or officers at the date of its issue.
SECTION 3. RECORD OF SHAREHOLDERS: A record shall be kept of the names and
addresses of all shareholders and the number and class of shares held by each.
Said record shall be kept at the registered office or principal place of
business of the Corporation or at the office of any transfer agent or registrar,
whether maintained within or without the State of Iowa.
SECTION 4. CANCELLATION OF CERTIFICATES: Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing
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certificate until such existing certificate shall have been so canceled, except
in cases provided for in Section 7 of this Article.
SECTION 5. TRANSFERS OF SHARES OF STOCK: Shares of the capital stock of the
Corporation are transferable on the books of the Corporation by the record
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the Corporation or a transfer
agent appointed as in Section 6 of this Article provided, and on surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon.
The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation, provided, however, that whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact, if known to the
secretary of the Corporation, shall be so expressed in the entry of transfer.
SECTION 6. REGULATIONS WITH RESPECT TO CERTIFICATES: TRANSFER AGENTS AND
REGISTRARS: The Board may make such rules and regulations as it may deem
expedient, not inconsistent with the Articles of Incorporation or these By-Laws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.
The Board may appoint, or authorize any officer or officers to appoint, one
or more transfer agents and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any of them. The
Board may at any time terminate the employment of any transfer agent or any
registrar.
SECTION 7. LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES: As a condition of
the issue of a new certificate for shares in the place of any certificate
theretofore issued alleged to have been lost, stolen, mutilated or destroyed,
the Board, in its discretion, may require the owner of any such certificate, or
his legal representatives, to give the Corporation a bond in such sum and in
such form as it may direct with such surety or sureties as may be satisfactory
to the Board, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, mutilation or destruction of
any such certificate or the issuance of such new certificate. Proper evidence of
such loss, theft, mutilation or destruction shall be procured for the Board, if
required.
The Board, in its discretion, may authorize the issuance of such new
certificates without any bond when, in its judgment, it is proper to do so.
However, the Board may, in its discretion, refuse to replace any lost
certificate save upon the order of a court having jurisdiction in such matters.
SECTION 8. CLOSING OF TRANSFER BOOKS: The Board may, by resolution, direct that
the stock transfer books of the Corporation be closed for a period not exceeding
60 days preceding the date of any meeting of the shareholders, or the date for
the payment of any dividend, or the date for the allotment of any rights, or the
date when any change or conversion or exchange of capital shares of the
Corporation shall go into effect, or in order to make a determination of
shareholders for any proper purpose. However, if the stock transfer books be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least l0
days immediately preceding such meeting.
In lieu of such closing of the stock transfer books, the Board may fix in
advance a date as the record date for any such determination of shareholders,
such date in every case to be not more than 60 days, and, in case of a meeting
of shareholders, not less than 10 days prior to the date on which the particular
action, requiring such determination of Shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders for any of the purposes above recited, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.
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When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 1. CORPORATE SEAL: The seal of the Corporation shall be circular in form
and shall bear such words as may from time to time be authorized by the Board of
Directors.
The secretary shall be custodian of the seal.
The Board may authorize a duplicate seal to be kept and used by any other
officer.
SECTION 2. FISCAL YEAR: The fiscal year of the Corporation shall end at the
close of business on the 31st day of December of each year.
SECTION 3. VOTING OF STOCKS OWNED BY THE CORPORATION: In the absence of a
resolution of the Board to the contrary, the Chairman of the Board, or in case
of his non-action, the president of the Corporation, or in the case of his
non-action, any vice president of the Corporation, is authorized and empowered
on behalf of the Corporation to attend and vote at any meeting of shareholders
of any corporation in which the Corporation holds or owns shares of stock, and
in that connection on behalf of the Corporation to execute discretionary proxies
or waivers of notice for any such meetings. In order to take action without a
meeting of shareholders, any one of the aforesaid officers may, where authorized
by law, sign a consent in writing (known as an "informal action") setting forth
any action required or permitted to be taken at such meetings.
The Board shall have authority to designate any officer or any other person
as a proxy or attorney-in-fact to vote shares of stock in any other corporation
in which the Corporation may own or hold shares of stock.
SECTION 4. DIVIDENDS: Subject to limitations imposed by law, the Board may, out
of funds legally available therefor, declare dividends upon the shares of
capital stock of the Corporation as and when it deems expedient.
Before declaring any dividend, there may be set apart out of any funds of
the Corporation available for dividends such sum or sums as the directors from
time to time in their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends or for such other
purposes as the directors shall deem conducive to the interests of the
Corporation.
SECTION 5. EXECUTION OF CERTAIN INSTRUMENTS: Leases or other instruments by
virtue of which the Corporation occupies office space or related parking lot
space may be executed by any officer provided that the primary term together
with any extension or renewal option periods does not exceed 12 years and
provided further that the aggregate rentals payable for the term and any
extension or renewal option periods do not exceed $300,000.
All instruments satisfying of record any mortgage, whether chattel or real
estate, or conditional sale contracts, or acknowledging the payment of any
indebtedness to the Corporation may be executed by the president, a vice
president, the secretary or the treasurer or by anyone specifically authorized
in writing to do so by either the president, any vice president, the secretary
or the treasurer.
SECTION 6. BANK ACCOUNTS: The money of the Corporation shall be deposited in
such account or accounts in such bank or banks as shall be designated in writing
by any one of the following officers: the president, any vice president, the
secretary or the treasurer of the Corporation. Money shall be withdrawn
therefrom only (1) by check, draft or other order for the payment of money
signed or made by such person or persons as shall be designated in writing from
time to time by any one of said officers, or (2) by electronic ACH transfer. A
document signed by one of the officers specified above which indicates the
person or persons designated to withdraw money and which quotes this By-Law
provision when delivered to a bank shall constitute an authorization and
direction to said bank
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to honor and pay any checks, drafts or other orders for the payment of money
drawn on any money of the Corporation on deposit at said bank.
SECTION 7. RIGHT TO INFORMATION: Any person who shall have been a holder of
record of shares or of voting trust certificates therefor at least 6 months
immediately preceding his demand or shall be the holder of record of, or the
holder of record of voting trust certificates for, at least 5% of all the
outstanding shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine in person or by agent or attorney, at
any reasonable time or times, for any proper purpose, its relevant books and
records of account, minutes and record of shareholders and to make extracts
therefrom.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to such
shareholder or holder of voting trust certificates its most recent financial
statements showing in reasonable detail its assets and liabilities and the
results of its operations.
ARTICLE IX
AMENDMENTS TO BY-LAWS
All By-Laws of the Corporation shall be subject to amendment or repeal in
whole or in part or new By-Laws may be adopted by the affirmative vote of a
majority of the directors of the Corporation then in office at any meeting of
the Board, provided that notice of intention to amend, repeal or adopt new
By-Laws shall be given in the notice of such meeting.
If such action be taken at a meeting held pursuant to waiver of notice as
provided in Section 12 of Article III of these By-Laws, the waiver signed by
each director shall expressly indicate the intention to amend, repeal or adopt
new By-Laws.
If such action be taken without a meeting by a consent in writing signed by
all directors as provided in Section 15 of Article III of these By-Laws, the
consent in writing shall state that each director expressly waives notice of
intention to amend, repeal or adopt new By-Laws.
ARTICLE X
INDEMNIFICATION
SECTION 1. THIRD PARTY ACTIONS: The Corporation shall indemnify any person (or
his heirs, executors or administrators) who was or is involved or is threatened
to be involved as a party or otherwise to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action or suit by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, a member of any committee of the Board, or a fiduciary of an
employee benefit plan of the Corporation or its affiliated companies (provided
such fiduciary is or was simultaneously a director, officer or employee of the
Corporation), or any director, officer or employee of the Corporation who is or
was serving at the request of the Corporation as a director or officer or
equivalent official of another corporation, partnership, joint venture, trust,
association, or other enterprise or organization, against all expenses of
whatever nature, including (but not limited to) counsel fees and disbursements,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, also had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding; also shall not, of itself, create a presumption that the person
had reasonable cause to believe that his conduct was unlawful.
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SECTION 2. DERIVATIVE ACTIONS: The Corporation shall indemnify any person (or
his heirs, executors or administrators) who was or is involved or is threatened
to be involved as a party or otherwise to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
Corporation, a member of any committee of the board, or a fiduciary of an
employee benefit plan of the Corporation or its affiliated companies (provided
such fiduciary is or was simultaneously a director, officer or employee of the
Corporation), or any director, officer or employee of the Corporation who is or
was serving at the request of the Corporation as a director or officer or
equivalent official of another corporation, partnership, joint venture, trust,
association, or other enterprise or organization, against all expenses of
whatever nature, including (but not limited to) counsel fees and disbursements,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
SECTION 3. APPLICATION TO PRIOR ACTS: The indemnification provided by this
Article X shall be made with respect to an action, suit or proceeding arising
from an act or omission or alleged act or omission, whether occurring before or
after the adoption of this Article X.
SECTION 4. SEVERABILITY: Each section or portion thereof of this Article X shall
be deemed severable from the remainder, and the invalidity of any such section
or portion shall not affect the validity of the remainder of this Article X.
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