BYLAWS
OF
NORSTAN, INC.
In Effect 6/30/97
INDEX
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Page
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Article I OFFICES . . . . . . . . . . . . . . . . . . 1
Article II SHAREHOLDERS . . . . . . . . . . . . . . . . . . 1
Section 2.01 Regular Meetings . . . . . . . . . . 1
Section 2.02 Special Meetings . . . . . . . . . . 1
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 . . . . . . . . . . . 4
Section 2.08 Voting of Shares by Organizations
and Legal Representatives. . . . . . 5
Section 2.09 Proxies. . . . . . . . . . . . . . . 7
Section 2.10 Action Without a Meeting . . . . . . 7
Section 2.11 Inspectors of Election . . . . . . . 7
Section 2.12 Nominations of Directors . . . . . . 8
Section 2.13 Proposals by Shareholders. . . . . . 12
Section 2.14 Order of Business. . . . . . . . . . 12
Article III BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . 13
Section 3.01 Board to Manage. . . . . . . . . . . 13
Section 3.02 Number, Qualifications and Terms . . 13
Section 3.03 Annual Meeting . . . . . . . . . . . 13
Section 3.04 Regular Meetings . . . . . . . . . . 14
Section 3.05 Special Meetings . . . . . . . . . . 14
Section 3.06 Notice . . . . . . . . . . . . . . . 15
Section 3.07 Quorum . . . . . . . . . . . . . . . 15
Section 3.08 Manner of Acting . . . . . . . . . . 16
Section 3.09 Presumption of Assent. . . . . . . . 16
Section 3.10 Absent Directors . . . . . . . . . . 16
Section 3.11 Action Without a Meeting . . . . . . 17
Section 3.12 Resignation. . . . . . . . . . . . . 17
Section 3.13 Removal. . . . . . . . . . . . . . . 18
Section 3.14 Vacancies. . . . . . . . . . . . . . 18
Section 3.15 Compensation . . . . . . . . . . . . 18
Section 3.16 Age Limitation . . . . . . . . . . . 19
Article IV COMMITTEES . . . . . . . . . . . . . . . . . . . 19
Section 4.01 Generally. . . . . . . . . . . . . . 19
Section 4.02 Membership . . . . . . . . . . . . . 19
Section 4.03 Quorum . . . . . . . . . . . . . . . 19
Section 4.04 Procedure. . . . . . . . . . . . . . 19
Section 4.05 Minutes. . . . . . . . . . . . . . . 20
Article V OFFICERS. . . . . . . . . . . . . . . . . . . . . . . 20
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Page
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Section 5.01 Number . . . . . . . . . . . . . . . 20
Section 5.02 Election and Term of Office. . . . . 20
Section 5.03 Resignation. . . . . . . . . . . . . 21
Section 5.04 Removal. . . . . . . . . . . . . . . 21
Section 5.05 Vacancy. . . . . . . . . . . . . . . 21
Section 5.06 Chairman of the Board. . . . . . . . 21
Section 5.07 Vice Chairman of the Board . . . . . 21
Section 5.08 Chief Executive Officer. . . . . . . 21
Section 5.09 President. . . . . . . . . . . . . . 22
Section 5.10 Chief Operating Officer. . . . . . . 22
Section 5.11 Vice President . . . . . . . . . . . 22
Section 5.12 Secretary. . . . . . . . . . . . . . 23
Section 5.13 Chief Financial Officer. . . . . . . 23
Section 5.14 Treasurer. . . . . . . . . . . . . . 24
Section 5.15 Assistant Secretaries and
Assistant Treasurers . . . . . . . . 24
Section 5.16 Contracts, etc.. . . . . . . . . . . 25
Section 5.17 Compensation . . . . . . . . . . . . 25
Article VI INDEMNIFICATION . . . . . . . . . . . . . . . . . . 25
Article VII CERTIFICATES FOR SHARES
AND THEIR TRANSFER . . . . . . . . . . . . . . . . . 26
Section 7.01 Certificates for Shares. . . . . . . 26
Section 7.02 Transfer of Shares . . . . . . . . . 27
Article VIII DISTRIBUTIONS . . . . . . . . . . . . . . . . . . 27
Article IX FISCAL YEAR . . . . . . . . . . . . . . . . . . 28
Article X SEAL . . . . . . . . . . . . . . . . . . 28
Article XI AMENDMENT . . . . . . . . . . . . . . . . . . 28
Article XII GOVERNING LAW . . . . . . . . . . . . . . . . . . 28
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BYLAWS
OF
NORSTAN, 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 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 chairman of the
Board of Directors, a vice chairman of the Board of Directors, the chief
executive officer, the
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president, the chief financial officer, 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 chairman of the Board of Directors 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 chairman of the Board of Directors,
the chief executive officer or the chief financial officer 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
2
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 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.
3
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.
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 first 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
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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.
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
5
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.
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.
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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.
Section 2.11. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Chairman of the Board shall appoint two or more inspectors
of election, who need not be
7
shareholders, as to the matters to be submitted to a vote at any such
meeting, or any adjournment thereof. The inspectors of election when so
appointed shall take charge of all proxies and ballots and shall determine
the number of shares outstanding, the voting power of each, the shares
represented at the meeting, and the existence of a quorum. They shall
determine all questions relating to the qualifications of voters, the
authenticity, validity, and effect of proxies, and the acceptance or
rejection of votes, challenges, and questions arising in any way in
connection with the right to vote and the counting and tabulation of such
votes. They shall determine the number of votes cast for any office or for
or against any proposal, and shall determine and report the results to the
meeting. The inspectors shall take an oath that they will perform their
duties impartially, in good faith, and to the best of their ability and as
expeditiously as is practical. If, for any reason, an inspector previously
appointed shall fail to attend or refuse or be unable to serve, the vacancy
shall be filled by the Chairman of the Board in advance of convening the
meeting, or at the meeting by the person acting as Chairman. Each report of
the inspectors shall be in writing and signed by the inspectors. The report
of a majority shall be the report of the inspectors.
Section 2.12. NOMINATIONS OF DIRECTORS.
(a) Nominations of candidates for election as directors at any annual
meeting or any special meeting of shareholders may be made (i) by, or at the
direction of, the Board of Directors or (ii) by any shareholder of record
entitled
8
to vote at such meeting. Only persons nominated in accordance with
procedures set forth in this Section 2.12 shall be eligible for election as
directors at any meeting of shareholders.
(b) Nominations, other than those made by, or at the direction of, the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the corporation as set forth in this Section 2.12. To be timely,
a shareholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the corporation not less than sixty (60) days
nor more than ninety (90) days prior to the date of the scheduled meeting,
regardless of postponements, deferrals, or adjournments of that meeting to a
later date; PROVIDED, HOWEVER, that if less than seventy (70) days' notice or
prior public disclosure of the date of the scheduled meeting is given or
made, notice by the shareholder to be timely must be so delivered or received
not later than the close of business on the tenth (10th) day following the
earlier of the day on which such notice of the date of the scheduled meeting
was mailed or the day on which such public disclosure was made.
(c) Such shareholder's notice shall set forth (i) as
to each person whom the shareholder proposes to nominate for election as a
director (A) the name, age, business address and residence address of such
person, (B) the principal occupation or employment of such person, (C) the class
and number of shares of the corporation's equity securities which are
beneficially owned (as such term is defined in Rule 13d-3 or 13d-5 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
9
by such person on the date of such shareholder notice and (D) any other
information relating to such person that would be required to be disclosed
pursuant to Schedule 13D under the Exchange Act in connection with the
acquisition of shares, and pursuant to Regulation 14A under the Exchange Act,
in connection with the solicitation of proxies with respect to nominees for
election as directors; and (ii) as to the shareholder giving the notice (A)
the name and address, as they appear on the corporation's books, of such
shareholder and any other shareholder who is a record or beneficial owner of
any equity securities of the corporation and who is known by such shareholder
to be supporting such nominee(s) and (B) the class and number of shares of
the corporation's equity securities which are beneficially owned, as defined
above, and owned of record by such shareholder on the date of such
shareholder notice and the number of shares of the corporation's equity
securities beneficially owned and owned of record by any person known by such
shareholder to be supporting such nominee(s) on the date of such shareholder
notice. At the request of the Board of Directors, any person nominated by,
or at the direction of, the Board of Directors for election as a director at
any annual or special meeting shall furnish to the Secretary of the
corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee.
(d) No person shall be elected as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 2.12.
Ballots bearing the names of all the persons who have been nominated for
election as directors at
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any annual or special meeting in accordance with the procedures set forth in
this Section 2.12 shall be provided for use at the meeting.
(e) The Chairman of the Board may reject any nomination by a
shareholder not timely made in accordance with the requirements of this
Section 2.12. If the Chairman of the Board determines that the information
provided in a shareholder's notice does not satisfy the informational
requirements of this Section 2.12 in any material respect, the Secretary of
the corporation shall promptly notify such shareholder of the deficiency in
the notice. The shareholder shall have an opportunity to cure the deficiency
by providing additional information to the Secretary within such period of
time, not to exceed ten (10) days from the date such deficiency notice is
given to the shareholder, as the Chairman of the Board shall reasonably
determine. If the deficiency is not cured within such period, or if the
Chairman of the Board determines that the additional information provided by
the shareholder, together with the information previously provided, does not
satisfy the requirements of this Section 2.12 in any material respect, then
the Chairman of the Board may reject such shareholder's nomination. The
Secretary of the corporation shall notify a shareholder in writing whether
such person's nomination has been made in accordance with the time and
information requirements of this Section 2.12. Notwithstanding the procedure
set forth in this Section 2.12, if the Chairman of the Board does not make a
determination as to the validity of any nominations by a
11
shareholder, the chairman of the annual or special meeting of shareholders
shall determine and declare at the meeting whether a nomination was made in
accordance with the terms of this Section 2.12. If the chairman of such
meeting determines that a nomination was not made in accordance with the
terms of this Section 2.12, he or she shall so declare at the meeting and the
defective nomination shall be disregarded.
Section 2.13. PROPOSALS BY SHAREHOLDERS.
(a) At any annual meeting or any special meeting of shareholders, only
such business shall be conducted, and only such proposals shall be acted upon
as shall have been brought before the meeting (i) by, or at the direction of,
the Board of Directors, or (ii) by any shareholder of the Company who
complies with the requirements of Rule 14a-8 under the Securities Exchange
Act of 1934, as amended.
(b) This provision shall not prevent the consideration and approval or
disapproval at any meeting of reports of officers, directors and committees
of the Board of Directors, but, in connection with such reports, no new
business shall be acted upon at such meeting unless stated, filed and
received as herein provided.
Section 2.14. ORDER OF BUSINESS. All meetings of shareholders shall be
conducted in accordance with such rules as are prescribed by the chairman of
the meeting. The order of business at all meetings of the shareholders shall
be as determined by the chairman of the meeting.
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ARTICLE III
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 the Articles of Incorporation or pursuant to
chapter 302A, Minnesota Statutes.
Section 3.02. NUMBER, QUALIFICATIONS AND TERMS. The number of
directors of the corporation shall not be less than three nor greater than
fifteen and shall be set from time to time by a resolution adopted by the
affirmative vote of two-thirds of the directors. The Board of Directors may,
at any time, increase the number of directors up to a maximum of fifteen 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. ANNUAL MEETING. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable after each annual meeting of
shareholders, on the same day and at the same place where such annual meeting
shall be
13
held. Notice of such meeting need not be given. In the event such annual
meeting is not so held, the annual meeting of the Board of Directors may be
held at such other time or place (within or without the State of Minnesota)
as shall be specified in a notice thereof given as hereinafter provided in
Section 3.06 of these Bylaws.
Section 3.04. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors may
fix. If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting which would otherwise
be held on that day shall be held at the same time and place on the next
succeeding business day. Notice of regular meetings of the Board of
Directors need not be given except as otherwise required by statute or these
Bylaws.
Section 3.05. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called from time to time by or at the request of the
chairman of the Board of Directors, a vice chairman of the Board of
Directors, the chief executive officer, the president or any director. The
person calling a special 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
14
Board of Directors, if the same notice is given of the conference as would be
required by Section 3.06 of these Bylaws for a meeting, and if the number of
directors participating in the 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 3.06. NOTICE. Notice of any special 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 3.07. 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
15
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.
Section 3.08. 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 3.09. 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 3.10. 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
16
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 3.11. 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.
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 3.12. 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.
17
Section 3.13. 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.
Section 3.14. 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 at the next regular or
special meeting of the shareholders, or until his or her earlier death,
resignation, removal or disqualification.
Section 3.15. COMPENSATION. The Board of Directors may provide for the
payment to each director of a fixed annual or quarterly fee, a fixed fee for
attendance at each meeting of the Board or any committee thereof, and/or for
any other form or method of compensation as may be determined by the Board of
Directors. The Board of Directors may also provide for the payment of the
expenses of each director for attendance at each meeting of the Board or of
any committee thereof. No such
18
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.16. AGE LIMITATION. No person, who is not an employee of the
Company, shall be nominated or renominated for director or elected or
appointed as a director if that person has attained the age of 65.
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.
Section 4.04. PROCEDURE. The provisions of Sections 3.05, 3.06, 3.07,
3.08 and 3.11 of these Bylaws shall apply to
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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 Board of Directors shall from time to time
elect a chief executive officer and a chief financial officer and may elect a
chairman, co-chairmen and chairman emeritus of the Board of Directors, one or
more vice chairmen of the Board of Directors, a president, a chief operating
officer, one or more vice presidents, a secretary, a treasurer, and such
other officers and assistant officers as it may deem necessary. Each officer
shall be a natural person. Any two or more offices may be held by the same
person.
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 chief executive officer or
the chief financial officer 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 Board of Directors.
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 chief executive officer or chief financial officer
shall, be filled by the Board of Directors for the unexpired portion of the
term.
Section 5.06. CHAIRMAN, CO-CHAIRMEN AND CHAIRMAN EMERITUS OF THE BOARD.
A chairman, co-chairmen and chairman emeritus of the Board of Directors may
be elected by the Board of Directors. The chairman shall, when present,
preside at all meetings of the Board of Directors and of the shareholders,
and shall perform such duties as shall be prescribed by the Board of
Directors. A co-chairman shall perform such duties as shall be prescribed by
the Board of Directors. The chairman emeritus shall perform such duties as
shall be prescribed by the Board of Directors.
Section 5.07. VICE CHAIRMAN OF THE BOARD. One or more vice chairmen of
the Board of Directors may be elected by the Board of Directors, and shall
perform such duties as shall be prescribed by the Board of Directors.
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Section 5.08. CHIEF EXECUTIVE OFFICER. The chief
executive officer shall:
(a) Have general active management of the business of the corporation;
(b) In the absence of the chairman of the Board of Directors, 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; and
(d) Perform other duties prescribed by the Board of Directors.
Section 5.09. PRESIDENT. In the absence of the chief executive officer
or in the event of his or her death, inability or refusal to act, the
president shall perform the duties of the chief executive officer, and when
so acting, shall have all the powers of and be subject to all the
restrictions upon the chief executive officer. The president may sign, with
the secretary or an assistant secretary, certificates for shares of the
corporation, and shall perform other duties as shall be prescribed by the
Board of Directors or by the chief executive officer.
Section 5.10. CHIEF OPERATING OFFICER. The chief operating officer
shall perform such duties as shall be prescribed by the Board of Directors or
by the chief executive officer.
Section 5.11. VICE PRESIDENT. In the absence of the president or in
the event of his or her death, inability or
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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) 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. A vice president shall perform other duties as shall be
prescribed by the Board of Directors or by the chief executive officer.
Section 5.12. 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 chief executive officer, or the president
certificates for shares of the corporation; and
(f) Perform other duties prescribed by the Board of Directors or by
the chief executive officer.
Section 5.13. CHIEF FINANCIAL OFFICER. The chief
financial officer 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 chief executive officer,
whenever requested, an account of all transactions by the chief financial
officer and of the financial condition of the corporation;
(f) Perform other duties prescribed by the Board of Directors or by the
chief executive officer; 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 5.14. TREASURER. In the absence of the chief financial officer
or in the event of his or her death, inability or refusal to act, the
treasurer shall perform the duties of the chief financial officer, and when
so acting, shall have all the powers of and be subject to all the
restrictions upon the chief financial officer. The treasurer shall perform
other duties as shall be prescribed by the Board of Directors or by the chief
executive officer.
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Section 5.15. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries may sign with the chief executive officer or the
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 by the chief financial officer or by the Board of Directors or by the
chief executive officer.
Section 5.16. CONTRACTS, ETC. The chairman of the Board of Directors,
any vice chairman of the Board of Directors, the chief executive officer, the
president, the chief operating officer, any vice president or the chief
financial officer may 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 of Incorporation or
these Bylaws or by the Board of Directors to some other officer or agent of
the corporation.
Section 5.17. 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.
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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
permitted by, the provisions of chapter 302A, Minnesota Statutes.
The corporation may purchase and maintain insurance at its expense to
protect itself or on behalf of a person in that person's official capacity
with the corporation or a subsidiary, against any liability asserted against
and incurred by the person in or arising from that capacity, whether or not
the corporation would be required by law to indemnify the person against the
liability.
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
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been lost, stolen or destroyed. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a certificate that is
alleged to have been lost, stolen or destroyed a new one may be 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,
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"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.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall commence on May 1 and end on
April 30 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. No amendment shall be adopted that is inconsistent with
the provisions of the corporation's Articles of Incorporation.
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ARTICLE XII
GOVERNING LAW
The corporation is subject 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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