BYLAWS
OF
TERTM, INC.
ARTICLE I.
OFFICES.
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
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 Corporation 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 shall be filed with the Secretary of State of the State of
Minnesota.
SECTION 2. OTHER OFFICES. The Corporation 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 MEETING. All meetings of the shareholders shall be
held at the registered office of the Corporation in the State of Minnesota or at
such place within or without the state as may be fixed from time to time by the
Board of Directors, provided that a meeting called by or at the demand of a
shareholder shall be held in the county where the principal executive office of
the Corporation is located.
SECTION 2. DATE OF MEETING. A regular meeting of shareholders may be
held for the purpose of electing directors or for the transaction of any other
business as may come before the meeting. It shall be the duty of the President
or Treasurer, upon demand of any shareholder holding three percent (3%) or more
of all voting shares, to call such meeting if a regular meeting of shareholders
has not been held during the immediately preceding fifteen (15) months. If said
officers fail to call and hold such meeting within ninety (90) days after
receipt of the demand, the shareholder making the demand shall have the right
and power to call such meeting.
SECTION 3. NOTICE OF REGULAR MEETINGS. Written notice of the time and
place of each regular shareholder meeting shall be mailed, postage prepaid, at
least ten (10) but not more than sixty (60) days before such meeting, to each
shareholder entitled to vote thereat at his address as the same appears upon the
books of the Corporation.
SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or Treasurer and shall
be called by the President or Treasurer at the
request in writing of two or more members of the Board of Directors, or at
the request in writing of shareholders owning ten percent (10%) or more of
the voting power of all outstanding voting shares. Such request, which shall
be by registered mail or delivered in person to the President or Treasurer,
shall state the purpose or 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 shall be mailed, postage
prepaid, at least five (5) but not more than sixty (60) days before such
meeting, to each shareholder entitled to vote at such meeting at his address as
the same appears upon the books of the Corporation.
SECTION 6. BUSINESS TO BE TRANSACTED. No business shall 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 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, 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 8. QUORUM AND ADJOURNMENT. The holders of a majority of the
voting power of the shares present in person or by proxy entitled to vote at a
meeting shall 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 shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall 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 vote in person or
by proxy. When a quorum is present at the time a meeting is convened, the vote
of the holders of a majority of the shares entitled to vote on any question
present in person or by proxy shall 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 shall govern and control the decision of such question.
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SECTION 10. MANNER OF VOTING. Each shareholder shall 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, but no proxy
shall be valid after eleven (11) months from its date, unless the proxy
expressly provides for a longer period, and, except where the transfer books of
the Corporation 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 Corporation within twenty (20) days
next preceding any election of directors shall be voted on at such election for
directors.
SECTION 11. RECORD DATE. The Board of Directors may fix a date, not
exceeding sixty (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, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against transfers of shares during the
whole or any part of such period.
SECTION 12. ORGANIZATION OF MEETINGS. The Chairman shall preside at all
meetings of the shareholders, and in his or her absence the President shall act
as Chairman. The Secretary shall act as secretary of all meetings of the
shareholders, or in his or her absence, or if the person acting as Chairman is
also the Secretary, any person appointed by the Chairman shall act as secretary.
SECTION 13. 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 shall be effective at the
time the last signature is placed on such writing or writings, unless a
different effective time is provided in the written action. If any action so
taken requires a certificate to be filed in the office of the Secretary of
State, the officer signing such certificate shall 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 Corporation
shall be managed by or under its Board of Directors which may exercise all such
powers of the Corporation 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
shall constitute the whole board shall be at least one (1), or such other number
as may be determined by the Board of Directors or by the shareholders at a
regular meeting. Except as otherwise
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permitted by statute, the directors shall be elected at each regular meeting
of the Corporation'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 shall be elected to
serve until the next regular meeting of the shareholders or until his or her
successor shall have been duly elected and qualified.
SECTION 3. RESIGNATION AND REMOVAL. Any director may resign at any
time by giving written notice to the Corporation. Such resignation shall 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 shall 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 shall 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 shall 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
Corporation 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 shall be held at the principal
executive office of the Corporation.
SECTION 6. CALLING MEETINGS. Meetings of the Board of Directors may be
called by (i) the Chairman on two (2) days' notice or (ii) any director on ten
(10) days' notice, to each director, either personally, by telephone or by mail
or telegram. Every such notice shall state the date, time and place of the
meeting. Notice of a meeting called by a person other than the President shall
state the purpose of the meeting.
SECTION 7. PARTICIPATION BY CONFERENCE TELEPHONE. Directors of the
Corporation may participate in a meeting of the Board of Directors by means of
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 by that means shall constitute presence 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
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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 Chairman, President or Treasurer 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 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 10. QUORUM. At all meetings of the Board of Directors a
majority of the directors shall 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 shall 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 shall 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 Chairman shall preside at all
meetings of the Board of Directors, and in his or her absence the President
shall act as Chairman. The Secretary shall act as secretary of all meetings of
the Board of Directors, and in his or her absence, or if the person acting as
Chairman is also the Secretary, any person appointed by the Chairman shall act
as secretary.
SECTION 12. 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 shall 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 13. 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
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meeting of the Board of Directors, or both. No such payment shall preclude a
director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV.
OFFICERS.
SECTION 1. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors and shall include a Chairman of the Board, a
President, a Secretary, and a Treasurer. The Board of Directors may also
choose one or more Vice Presidents, and one or more Assistant Secretaries and
Assistant Treasurers. Any number of offices or functions of those offices may
be held or exercised by the same person.
SECTION 2. ELECTION. The Board of Directors at its first meeting after
each regular meeting of shareholders shall choose a Chairman, a President, a
Secretary and a Treasurer.
SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 4. SALARIES. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors.
SECTION 5. TERM OF OFFICE. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed with or without cause at any
time by the affirmative vote of a majority of the Board of Directors. Any
officer may resign at any time by giving written notice to the Chairman of the
Board or the Secretary of the Corporation. Any vacancy occurring in any office
of the Corporation shall be filled by the Board of Directors.
SECTION 6. THE CHAIRMAN OF THE BOARD. POWERS AND DUTIES. The Chairman
of the Board shall preside at all meetings of the shareholders and the Board of
Directors and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In addition, he shall have such other duties
as may from time to time be prescribed by the Board of Directors.
SECTION 7. THE PRESIDENT. POWERS AND DUTIES. The President shall be
the chief executive officer of the Corporation, shall have general active
management of the business of the Corporation and shall perform such other
duties prescribed by the Board of Directors. He or she shall execute bonds,
mortgages, and other contracts of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation, and shall maintain
records of and, whenever necessary, certify all proceedings of the Board of
Directors and the shareholders. Except as otherwise
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prescribed by these Bylaws or the Board of Directors, he or she shall
prescribe duties of other officers other than Chairman of the Board.
SECTION 8. THE VICE PRESIDENT. POWERS AND DUTIES. The Vice President,
if any, or if there shall be more than one, the Vice Presidents in the order
determined by the Board of Directors, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President and shall
perform such other duties and have such other powers as the Board of Directors
or the President may from time to time prescribe.
SECTION 9. THE SECRETARY. POWERS AND DUTIES. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
shareholders and record all the proceedings of the meetings of the Corporation
and of the Board of Directors in a book to be kept for that purpose. He or she
shall give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he or she shall be.
SECTION 10. ASSISTANT SECRETARY. The Assistant Secretary or, if there
be more than one, the Assistant Secretaries, in the order determined by the
Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors or the
President may from time to time prescribe.
SECTION 11. THE TREASURER. POWERS AND DUTIES. The Treasurer shall be
the chief financial officer, shall have custody of the Corporation's funds and
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, shall deposit all monies and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors' and shall perform
such other duties prescribed by the Board of Directors or by the President.
SECTION 12. TREASURER'S ACCOUNTING. He or she shall disburse such funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the Board
of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation.
SECTION 13. TREASURER'S BOND. If required by the Board of Directors, he
or she shall give the Corporation a bond (which shall be renewed every six (6)
years) in such sum and with such surety or sureties as shall 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 Corporation, 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 Corporation.
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SECTION 14. ASSISTANT TREASURER. The Assistant Treasurer or, if there
shall be more than one, the Assistant Treasurers, in the order determined by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors or the
President may from time to time prescribe.
ARTICLE V.
CERTIFICATES OF STOCK.
SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by the President and the Secretary or an Assistant Secretary
of the Corporation, if there be one, certifying the number of shares owned by
him or her in the Corporation. The certificates of stock of each class shall 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 Corporation 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 shall cease to be such
officer or officers of the Corporation before such certificate or certificates
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation 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 Corporation.
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 theretofore issued by the Corporation 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 shall require and/or to give the Corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.
SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
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SECTION 5. REGISTERED SHAREHOLDERS. The Corporation shall 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 shall be
entitled to hold liable for calls and assessments a person so registered on its
books as the owner of shares, and shall 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 shall have express or other notice thereof, except as
otherwise provided by applicable statute.
ARTICLE VI.
GENERAL PROVISIONS.
SECTION 1. DIVIDENDS. Subject to the provisions of the applicable
statute and the Articles of Incorporation, dividends upon the capital stock of
the Corporation 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 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation 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 Corporation, or
for such other purposes as the directors shall think conducive to the interest
of the Corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
SECTION 3. CHECKS. All checks or demands for money and notes of the
Corporation shall 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 4. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SECTION 5. SEAL. The Corporation shall not have a corporate seal.
ARTICLE VII.
AMENDMENTS.
SECTION 1. AMENDMENTS. The power to make, alter, amend or rescind
these Bylaws is vested in the Board of Directors, subject to the power of the
shareholders to adopt, amend or repeal these Bylaws, as permitted by applicable
statute.
January 1, 1985
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