EXHIBIT 3.2
BYLAWS
OF
PRINTWARE, INC.
INDEX
Page
----
Article I OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . 1
Article II SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.01 Regular Meetings . . . . . . . . . . . . . . . . . . . . 1
Section 2.02 Special Meetings . . . . . . . . . . . . . . . . . . . . 2
Section 2.03 Demand by Shareholders . . . . . . . . . . . . . . . . . 2
Section 2.04 Notice . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.05 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.06 Voting Rights. . . . . . . . . . . . . . . . . . . . . . 4
Section 2.07 Share Register . . . . . . . . . . . . . . . . . . . . . 5
Section 2.08 Voting of Shares by organizations
and Legal Representatives. . . . . . . . . . . . . . . . 6
Section 2.09 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.10 Action Without a Meeting . . . . . . . . . . . . . . . . 7
Article III BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . 8
Section 3.01 Board to Manage. . . . . . . . . . . . . . . . . . . . . 8
Section 3.02 Number, Qualifications and Terms . . . . . . . . . . . . 8
Section 3.03 Meetings . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.04 Notice . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.05 Quorum . . . . . . . . . . . . . . . . . . . . . . . . .10
Section 3.06 Manner of Acting . . . . . . . . . . . . . . . . . . . .10
Section 3.07 Presumption of Assent. . . . . . . . . . . . . . . . . .10
Section 3.08 Absent Directors . . . . . . . . . . . . . . . . . . . .11
Section 3.09 Action Without a Meeting . . . . . . . . . . . . . . . .11
Section 3.10 Resignation. . . . . . . . . . . . . . . . . . . . . . .12
Section 3.11 Removal. . . . . . . . . . . . . . . . . . . . . . . . .12
Section 3.12 Vacancies. . . . . . . . . . . . . . . . . . . . . . . .12
Section 3.13 Compensation . . . . . . . . . . . . . . . . . . . . . .13
Article IV COMMITTEES . . . . . . . . . . . . . . . . . . . . . . .13
Section 4.01 Generally. . . . . . . . . . . . . . . . . . . . . . . .13
Section 4.02 Membership . . . . . . . . . . . . . . . . . . . . . . .13
Section 4.03 Quorum . . . . . . . . . . . . . . . . . . . . . . . . .14
Section 4.04 Procedure. . . . . . . . . . . . . . . . . . . . . . . .14
Section 4.05 Minutes. . . . . . . . . . . . . . . . . . . . . . . . .14
Article V OFFICERS . . . . . . . . . . . . . . . . . . . . . . . .14
Section 5.01 Number . . . . . . . . . . . . . . . . . . . . . . . . .14
Section 5.02 Election and Term of Office. . . . . . . . . . . . . . .15
Section 5.03 Resignation. . . . . . . . . . . . . . . . . . . . . . .15
Section 5.04 Removal. . . . . . . . . . . . . . . . . . . . . . . . .15
Section 5.05 Vacancy. . . . . . . . . . . . . . . . . . . . . . . . .15
Section 5.06 President. . . . . . . . . . . . . . . . . . . . . . . .16
Section 5.07 Vice President . . . . . . . . . . . . . . . . . . . . .16
Section 5.08 Secretary. . . . . . . . . . . . . . . . . . . . . . . .17
Section 5.09 Treasurer. . . . . . . . . . . . . . . . . . . . . . . .17
Section 5.10 Assistant Secretaries and
Assistant Treasurers . . . . . . . . . . . . . . . . . .18
Section 5.11 Chairman of the Board. . . . . . . . . . . . . . . . . .19
Section 5.12 Compensation . . . . . . . . . . . . . . . . . . . . . .19
Article VI INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . .19
Article VII CERTIFICATES FOR SHARES AND THEIR TRANSFER . . . . . . .19
Section 7.01 Certificates for Shares. . . . . . . . . . . . . . . . .19
Section 7.02 Transfer of Shares . . . . . . . . . . . . . . . . . . .20
Article VIII DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . .23
Article IX FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . .23
Article X SEAL . . . . . . . . . . . . . . . . . . . . . . . . . .23
Article XI AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . .24
Article XII GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . .24
BYLAWS
OF
PRINTWARE, INC.
ARTICLE I
OFFICES
The principal office of the corporation shall be located in Minnesota. The
corporation may have such other offices, either within or without Minnesota, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.
The registered office of the corporation required by Chapter 302A,
Minnesota Statutes, to be maintained in Minnesota may be, but need not be,
identical with the principal office in Minnesota, and the address of the
registered office may be changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 2.01. REGULAR MEETINGS. The Board of Directors may cause regular
meetings of the shareholders to be held on an annual or less frequent periodic
basis for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. Such regular meetings shall be
held on the date and at the time and place fixed by the Board of Directors.
Section 2.02. SPECIAL MEETINGS. Special meetings of the shareholders may
be called for any purpose or purposes at any time, by the president, the
treasurer, two or more directors or a shareholder or shareholders holding ten
percent or more of the voting shares.
Special meetings shall be held on the date and at the time and place fixed
by the president or the Board of Directors, except that a special meeting called
by or at the demand of a shareholder or shareholders pursuant to Section 2.03 of
these bylaws shall be held in the county where the principal executive office is
located.
The business transacted at a special meeting shall be limited to the
purposes stated in the notice of the meeting.
Section 2.03. DEMAND BY SHAREHOLDERS. If a regular meeting of
shareholders has not been held during the immediately preceding 15 months, a
shareholder or shareholders holding three percent or more of all voting
shares may demand a regular meeting of shareholders. A shareholder or
shareholders holding ten percent or more of the voting shares may demand a
special meeting of shareholders. The demand for a regular or a special
meeting shall be given in writing to the president or the treasurer of the
corporation. Within 30 days after receipt of the demand by one of those
officers, the Board of Directors shall cause a meeting of shareholders to be
called and held on notice no later than 90 days after receipt of the demand,
all at the expense of the corporation. If the Board of Directors fails to
cause a meeting to be called and held as required by this section, the
shareholder or shareholders making the demand may call the meeting by giving
notice as required by Section 2.04 of these bylaws, all at the expense of the
corporation.
Section 2.04. NOTICE. Notice of all meetings of shareholders shall be
given to every holder of voting shares, except where the meeting is an adjourned
meeting and the date, time and
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place of the meeting were announced at the time of adjournment. The notice
shall be given at least five days before the date of the meeting, and not
more than 60 days before the date of the meeting. The notice shall contain
the date, time and place of the meeting, and any other information required
by this Article II. In the case of a special meeting, the notice shall
contain a statement of the purposes of the meeting. The notice may also
contain any other information deemed necessary or desirable by the Board of
Directors or by any other person or persons calling the meeting.
A shareholder may waive notice of a meeting of shareholders. A waiver
of notice by a shareholder entitled to notice shall be 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 shall be a waiver
of notice of that meeting, except where 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 2.05. QUORUM. 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 shall constitute a quorum for the transaction of business. If a quorum
is present when a duly called or held meeting is convened, the shareholders
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.
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Section 2.06. VOTING RIGHTS. The Board of Directors may fix a date not
more than 60 days before the date of a meeting of shareholders as the date
for the determination of the holders of voting shares entitled to notice of
and to vote at the meeting. When a date is so fixed, only shareholders on
that date are entitled to notice of and permitted to vote at that meeting of
shareholders. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders,
the date on which notice of the meeting is mailed shall be the record date
for such determination of shareholders. 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.
Section 2.07. SHARE REGISTER. The officer or agent having charge of the
share register of the corporation shall maintain a share register, not more than
one year old, containing a complete list of the shareholders with the address of
and the number, class and issuance dates of shares held by each. The share
register shall be kept on file at the principal executive office of the
corporation, or at another place or places within the United States determined
by the Board of Directors, and shall be subject to inspection by any shareholder
at any time during usual business hours.
A resolution approved by the affirmative vote of a majority of the
directors present may establish a procedure whereby a shareholder may certify in
writing to the corporation that all or a portion of the shares registered in the
name of the shareholder are held for the account of one or more beneficial
owners. Upon receipt by the corporation of the writing, the persons specified
as beneficial owners, rather than the actual shareholder, shall be deemed the
shareholders for the purposes specified in the writing.
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A shareholder shall have one vote for each voting share held. Shares owned
by two or more shareholders may be voted by any one of them unless the
corporation receives written notice from any one of them denying the authority
of that person to vote those shares. Except as provided herein, a holder of
voting shares may vote any portion of the shares in any way the shareholder
chooses. If a shareholder votes without designating the proportion or number of
shares voted in a particular way, the shareholder shall be deemed to have voted
all of the shares in that way.
Section 2.08. VOTING OF SHARES BY ORGANIZATIONS AND LEGAL
REPRESENTATIVES. Shares of the corporation registered in the name of another
domestic or foreign corporation may be voted by the president or another
legal representative of that corporation. Except as provided herein, shares
of the corporation registered in the name of a subsidiary shall not be
entitled to vote on any matter. Shares of the corporation in the name of or
under the control of the corporation or a subsidiary in a fiduciary capacity
shall not be entitled to vote on any matter, except to the extent that the
settlor or beneficial owner possesses and exercises a right to vote or gives
the corporation binding instructions on how to vote the shares.
Shares under the control of a person in a capacity as a personal
representative, administrator, executor, guardian, conservator or attorney-in-
fact may be voted by the person, either in person or by proxy, without
registration of those shares in the name of the person. Shares registered in
the name of a trustee of a trust or in the name of a custodian may be voted by
the person, either in person or by proxy, but a trustee of a trust or a
custodian shall not vote shares held by the person unless they are registered in
the name of the person.
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Shares registered in the name of a trustee in bankruptcy or a receiver may
be voted by the trustee or receiver either in person or by proxy. Shares under
the control of a trustee in bankruptcy or a receiver may be voted by the trustee
or receiver without registering the shares in the name of the trustee or
receiver, if authority to do so is contained in an appropriate order of the
court by which the trustee or receiver was appointed.
Shares registered in the name of any organization not described herein may
be voted either in person or by proxy by the legal representative of that
organization.
A shareholder whose shares are pledged may vote those shares until the
shares are registered in the name of the pledgee.
Section 2.09. 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
corporation at or before the meeting at which the appointment is to be
effective. An appointment of a proxy for shares held jointly by two or more
shareholders shall be valid if signed by any one of them, unless the corporation
receives from any one of those shareholders written notice either denying the
authority of that person to appoint a proxy or appointing a different proxy.
The appointment of a proxy shall be valid for eleven months unless a longer
period is expressly provided in the appointment.
Section 2.10. ACTION WITHOUT A MEETING. An action required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting by
written action signed by all of the shareholders entitled to vote on that
action. The written action shall be effective when it has been signed by all of
those shareholders, unless a different effective time is provided in the written
action.
ARTICLE III
6
BOARD OF DIRECTORS
Section 3.01. BOARD TO MANAGE. The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors, subject to the rights of the shareholders of the corporation as
provided in these bylaws or pursuant to Chapter 302A, Minnesota Statutes.
Section 3.02. NUMBER, QUALIFICATIONS AND TERMS. The number of directors
of the corporation shall not be greater than eleven and shall be set from time
to time by the shareholders. The Board of Directors may, at any time, increase
the number of directors up to a maximum of eleven or decrease the number of
directors except that any such decrease shall not result in the removal of a
director except a director named by the Board of Directors to fill a vacancy.
Directors shall be natural persons. Each director shall hold office until his
or her successor is elected and has qualified, or until his or her earlier
death, resignation, removal or disqualification. Directors need not be
residents of Minnesota or shareholders of the corporation.
Section 3.03. MEETINGS. Meetings of the Board of Directors may be called
from time to time by or at the request of the president or any director. The
person calling a meeting of the Board of Directors may fix the date, time and
place of the meeting. If the place fixed for the meeting is outside of
Minnesota, the Board of Directors may change the place of the meeting to a
location within Minnesota.
A conference among directors by any means of communication through which
the directors may simultaneously hear each other during the conference shall
constitute a meeting of the Board of Directors, if the same notice is given of
the conference as would be required by Section 3.04 of these bylaws for a
meeting, and if the number of directors participating in the
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conference would be sufficient to constitute a quorum at a meeting.
Participation in a meeting by such means shall constitute presence in person
at the meeting.
Section 3.04. NOTICE. Notice of any meeting shall be given at least five
days previously thereto by written notice mailed to each director at his or her
business address or at least 24 hours prior thereto delivered personally or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, 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. A director may waive notice of
a meeting of the Board of Directors. A waiver of notice by a director entitled
to notice shall be 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 shall be 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 is not lawfully called or convened and does not participate
thereafter in the meeting.
Section 3.05. QUORUM. A majority of the directors currently holding
office present at a meeting shall constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of the directors present may
adjourn a meeting from time to time until a quorum is present. If a quorum is
present when a duly called or held meeting is convened, the directors present
may continue to transact business until adjournment, even though the withdrawal
of a number of directors originally present leaves less than the number
otherwise required for a quorum.
8
Section 3.06. MANNER OF ACTING. Except as otherwise provided in Minnesota
Statutes, Chapter 302A, the Board of Directors shall take action by the
affirmative vote of a majority of directors present at a duly held meeting.
Section 3.07. PRESUMPTION OF ASSENT. A director who is present at a
meeting of the Board of Directors when an action is approved by the affirmative
vote of a majority of the directors present is presumed to have assented to the
action approved, 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 in the meeting, or votes against
the action at the meeting or is prohibited from voting on the action due to a
conflict of interest.
Section 3.08. ABSENT DIRECTORS. A director may give advance written
consent or opposition to a proposal to be acted on at a Board of Directors
meeting. If the director is not present at the meeting, consent or opposition
to a proposal shall not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall 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 3.09. ACTION WITHOUT A MEETING. An action required or permitted
to be taken at a meeting of the Board of Directors may be taken by written
action signed by all of the directors, and in the case of an action which need
not be approved by the shareholders, such action may be taken by written action
signed by the number of directors that would be required to take such action at
a meeting of the Board of Directors at which all directors were present.
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The written action shall be effective when signed by the required number of
directors, unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all directors,
all directors shall be notified immediately of its text and effective date.
Failure to provide the notice shall not invalidate the written action. A
director who does not sign or consent to the written action shall have no
liability for the action or actions taken thereby.
Section 3.10. RESIGNATION. A director may resign at any time by giving
written notice to the corporation. The resignation shall be effective without
acceptance when the notice is given to the corporation, unless a later effective
time is specified in the notice.
Section 3.11. REMOVAL. Any one or all of the directors may be removed at
any time, with or without cause, by the affirmative vote of the holders of a
majority of the common voting shares. A director may be removed at any time,
with or without cause, by the affirmative vote of a majority of the remaining
directors present if the director was named by the Board of Directors to fill a
vacancy, and the shareholders have not elected directors in the interval between
the time of appointment to fill the vacancy and the time of removal. Removal of
a director, whether by shareholders or directors, shall be subject to the
provisions of any shareholder control agreement.
Section 3.12. VACANCIES. Any vacancy occurring on the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors,
even though less than a quorum. Vacancies on the Board of Directors resulting
from newly created directorships may be filled by the affirmative vote of a
majority of the directors serving at the time of the increase. A director
elected to fill a vacancy shall hold office until a qualified successor is
elected by the shareholders
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at the next regular or special meeting of the shareholders, or until his or
her earlier death, resignation, removal or disqualification.
Section 3.13. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
Section 4.01. GENERALLY. A resolution approved by the affirmative vote of
a majority of the directors currently holding office may establish 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. Committees shall
be subject at all times to the direction and control of the Board of Directors.
Section 4.02. MEMBERSHIP. A committee shall consist of one or more
natural persons, who need not be directors, appointed by affirmative vote of a
majority of the directors present.
Section 4.03. QUORUM. A majority of the members of the committee present
at a meeting shall constitute a quorum for the transaction of business, unless a
larger or smaller proportion or number is provided in a resolution approved by
the affirmative vote of a majority of the directors present.
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Section 4.04. PROCEDURE. The provisions of Sections 3.03, 3.04 and 3.05
of these bylaws shall apply to committees and members of committees to the same
extent as those sections apply to the Board of Directors and directors.
Section 4.05. MINUTES. Minutes, if any, of committee meetings shall be
made available upon request to members of the committee and to any director.
ARTICLE V
OFFICERS
Section 5.01. NUMBER. The officers of the corporation shall be a
president, one or more vice presidents (the number thereof to be determined by
the Board of Directors), a secretary and a treasurer, each of whom shall be
natural persons and elected by the Board of Directors. A chairman of the Board
of Directors and such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or
more offices may be held by the same person, except the offices of president and
vice president.
Section 5.02. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected by the Board of Directors. In the absence of an
election or appointment of officers by the Board of Directors, the person or
persons exercising the principal functions of the president or the treasurer
shall be deemed to have been elected to those offices. Each officer shall hold
office until his or her successor is elected and has qualified, or until his or
her earlier death, resignation, removal or disqualification. The election or
appointment of a person as an officer or agent shall not, of itself, create
contract rights.
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Section 5.03. RESIGNATION. An officer may resign at any time by giving
written notice to the corporation. The resignation shall be effective without
acceptance when the notice is given to the corporation, unless a later effective
date is specified in the notice.
Section 5.04. REMOVAL. An officer may be removed at any time, with or
without cause, by a resolution approved by the affirmative vote of a majority of
the directors present, subject to the provisions of any shareholder control
agreements.
Section 5.05. VACANCY. A vacancy in any office because of death,
resignation, removal, disqualification or other cause may, or in the case of a
vacancy in the office of president or treasurer shall, be filled by the Board of
Directors for the unexpired portion of the term.
Section 5.06. PRESIDENT. The president shall be the chief executive
officer of the corporation and shall:
(a) Have general active management of the business of the corporation;
(b) When present, preside at all meetings of the Board of Directors and of
the shareholders;
(c) See that all orders and resolutions of the Board of Directors are
carried into effect;
(d) Sign and deliver in the name of the corporation any deeds, mortgages,
bonds, contracts, certificates for shares 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 or these bylaws or by the Board of Directors to some
other officer or agent of the corporation; and
(e) Perform other duties prescribed by the Board of Directors.
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Section 5.07. VICE PRESIDENT. In the absence of the president or in the
event of his or her death, inability or refusal to act, the vice president (or
in the event there be more than one vice president, the vice presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. Any vice president may sign, with
the secretary or an assistant secretary, certificates for shares of the
corporation, and shall perform other duties prescribed by the Board of Directors
or by the president.
Section 5.08. SECRETARY. The secretary shall:
(a) Maintain records of and, whenever necessary, certify all proceedings
of the Board of Directors and the shareholders;
(b) See that all notices are duly given in accordance with the provisions
of these bylaws or as required by law;
(c) Be custodian of the corporate records and of the corporate seal, if
any;
(d) See that a share register of the corporation is maintained in
accordance with Section 2.07 of these bylaws;
(e) Sign with the president, or a vice president, certificates for shares
of the corporation; and
(f) Perform other duties prescribed by the Board of Directors or by the
president.
Section 5.09. TREASURER. The treasurer shall be the chief financial
officer of the corporation and shall:
(a) Keep accurate financial records for the corporation;
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(b) Deposit all moneys, drafts and checks in the name of and to the credit
of the corporation in the banks and depositories designated by the Board of
Directors;
(c) Endorse for deposit all notes, checks and drafts received by the
corporation as ordered by the Board of Directors, making proper vouchers
therefor;
(d) Disburse corporate funds and issue checks and drafts in the name of
the corporation, as ordered by the Board of Directors;
(e) Render to the Board of Directors and the president, whenever
requested, an account of all transactions by the treasurer and of the financial
condition of the corporation;
(f) Perform other duties prescribed by the Board of Directors or by the
president; and
(g) If required by the Board of Directors, give a bond for the faithful
discharge of his or her duties in such sum and with such surety or sureties as
the Board of Directors shall determine.
Section 5.10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries may sign with the president or a vice president
certificates for shares of the corporation. The assistant treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The assistant secretaries and assistant treasurers shall perform
such duties as shall be prescribed by the secretary or the treasurer,
respectively, or by the Board of Directors or by the president.
Section 5.11. CHAIRMAN OF THE BOARD. A chairman of the Board of Directors
may be elected by the Board of Directors. He or she shall perform such duties
as shall be prescribed by the Board of Directors.
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Section 5.12. COMPENSATION. The compensation of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the corporation.
ARTICLE VI
INDEMNIFICATION
The corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person with the corporation in accordance with, and to the fullest extent
provided by, the provisions of Chapter 302A, Minnesota Statutes.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.01. CERTIFICATES FOR SHARES. The shares of the corporation
shall be either certificated shares or uncertificated shares. Each holder of
certificated shares shall be entitled to a certificate of shares.
A certificate representing shares of the corporation shall contain on its
face the name of the corporation, a statement that the corporation is
incorporated under the laws of Minnesota, the name of the person to whom it is
issued, the number and class of shares, and the designation of the series, if
any, of shares represented by the certificate. A new share certificate may be
issued in place of one that is alleged to have been lost, stolen or destroyed.
All certificates surrendered to the corporation for transfer shall be cancelled
and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a certificate that is alleged to have been lost, stolen or destroyed a new
one may be
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issued therefor upon such terms and indemnity to the corporation as the
Board of Directors may prescribe.
Section 7.02. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the share register of the corporation by the record holder
thereof or by his or her legal representative, who shall furnish proper evidence
of authority to transfer, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares, or by
evidence of transfer. The person in whose name shares stand on the share
register of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes unless a different beneficial owner shall have been
designated as provided in Section 2.07 of these bylaws.
ARTICLE VIII
DISTRIBUTIONS
The Board of Directors may authorize, and the corporation may make, a
distribution only if the corporation will be able to pay its debts in the
ordinary course of business after making the distribution. For purposes of this
section, "distribution" means a direct or indirect transfer of money or other
property, other than shares of the corporation, with or without consideration,
or an incurrence of indebtedness by the corporation to or for the benefit of its
shareholders in respect of its shares. A distribution may be in the form of a
dividend or a distribution in liquidation or as consideration for the purchase,
redemption or other acquisition of the corporation's shares, or otherwise.
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ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
and end on the thirty-first day of December, next succeeding.
ARTICLE X
SEAL
The Board of Directors may provide a corporate seal which shall be circular
in form and shall have inscribed thereon the state of incorporation and the
words "Corporate Seal."
ARTICLE XI
AMENDMENT
These Bylaws may be amended or repealed and new Bylaws may be adopted by
the Board of Directors, or by the shareholders, as provided in Chapter 302A,
Minnesota Statutes.
ARTICLE XII
GOVERNING LAW
The corporation has been formed under and pursuant to the provisions of
Chapter 302A, Minnesota Statutes. All references in these bylaws to Chapter
302A, Minnesota Statutes shall mean and include such chapter as currently
enacted or hereafter amended.
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