SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE VOICE MEDIA (MN) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of one (1) member who shall be elected by the shareholders. Directors need not
be residents of the State of Minnesota or shareholders of the Corporation. The
number of Directors may be increased or decreased by resolution adopted by a
majority of the Board of Directors.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board, a Vice Chairman, a
Chief Executive Officer, a Chief Financial Officer, a Secretary and a
Treasurer. Other officers, assistant officers, and agents as may be deemed
necessary by the Board of Directors may be elected by the Board of Directors in
the same manner as the titled officers named above and will be officers of the
Corporation. Two (2) or more offices may be held by the same person, except the
offices of Chief Executive Officer and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders or at any special meeting called for
such purpose. The Board shall elect a Chairman of the Board, a Vice Chairman, a
Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer,
none of whom need to be a member of the Board. Each officer so elected shall
hold office until his successor has been duly chosen and has qualified or until
his death or resignation or removal in the manner hereinafter provided.
Section 8. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board and the Vice Chairman of the Board) preside at meetings of
the stockholders and Directors and shall see that all orders and resolutions of
the Board of Directors are
carried into effect. He shall have general and active management of the
business of the Corporation. He shall have general responsibility for all
technological systems and related operations of the Corporation, including, but
not limited to telecommunications business systems and Internet based business
systems and implementation of any upgrades, new services, repairs or changes to
the same. He shall have active management of all personnel of the Corporation,
including but not limited to marketing, business development, business units and
customer service. He may sign, with any other proper officer, certificates for
shares of the Corporation and any deeds, bonds, mortgages, contracts and other
documents which the Board of Directors has authorized to be executed, except
where required 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 or these By-Laws, to some other officer or agent of the Corporation.
In addition, the Chief Executive Officer shall perform whatever duties and
shall exercise whatever powers as may be prescribed from time to time by the
Board of Directors.
Section 12. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors and the Chief Executive Officer for all
financial control and internal audit of the Corporation. He shall perform such
other duties as may be assigned to him by the Board of Directors and the Chief
Executive Officer.
Section 13. Assistant Chief Financial Officer. DELETED
Section 17. Treasurer. The Treasurer shall have the care and custody of
and be responsible for all of the funds and securities of the Corporation and
shall deposit such funds in the name and to the credit of the Corporation in
such a bank and safe deposit vaults as the Directors may designate. He shall
exhibit at all reasonable times his books and accounts to any Director or
shareholder of the Corporation upon application at the office of the Corporation
during business hours. He shall render a statement of the condition of the
finances of the Corporation at each stated meeting of the Board of Directors if
called upon to do so, and a full report at the annual meeting of shareholders.
He shall keep at the office of the Corporation correct books of account of all
of its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to the
office of Treasurer as may be prescribed by the Chief Executive Officer or Board
of Directors from time to time.
Section 18. Assistant Treasurers. DELETED
Section 19. President. DELETED
Section 20. Chief Technology Officer. DELETED
Schedule A
February 28, 2000 Amendments
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Section 21. Chief People Officer. DELETED
Section 22. Vice Chairman of the Board. The Vice Chairman of the
Board is authorized to preside at meetings of the shareholders and the Board
of Directors in the absence of the Chairman of the Board.
Dated: February 28, 2000
Schedule A
February 28, 2000 Amendments
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SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE VOICE MEDIA (MN) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of the
Corporation shall be managed and controlled by a Board of Directors composed of
no less than ten (10) and no more than fifteen (15) members who shall be
elected by the shareholders. Directors need not be residents of the State of
Minnesota or shareholders of the Corporation. The number of Directors may be
increased or decreased by resolution adopted by a majority of the Board of
Directors.
Dated: October 20, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE VOICE MEDIA (MN) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of the
Corporation shall be managed and controlled by a Board of Directors composed of
nine (9) members who shall be elected by the shareholders. Directors need not
be residents of the State of Minnesota or shareholders of the Corporation. The
number of Directors may be increased or decreased by resolution adopted by a
majority of the Board of Directors.
Dated: July 29, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE VOICE MEDIA (MN) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of the
Corporation shall be managed and controlled by a Board of Directors composed of
eight (8) members who shall be elected by the shareholders. Directors need not
be residents of the State of Minnesota or shareholders of the Corporation. The
number of Directors may be increased or decreased by resolution adopted by a
majority of the Board of Directors.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by the
Board of Directors and shall be a Chairman of the Board, Chief Executive
Officer, a President and Chief Operating Officer, a Chief Technology Officer, a
Chief People Officer, a Chief Financial Officer, a Secretary and a Treasurer.
Other officers, assistant officers, and agents as may be deemed necessary by the
Board of Directors may be elected by the Board of Directors in the same manner
as the titled officers named above and will be officers of the Corporation.
Two (2) or more offices may be held by the same person, except the offices of
Chief Executive Officer and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of the
Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders or at any special meeting called for
such purpose. The Board shall elect a Chairman of the Board, a Chief Executive
Officer, a President and Chief Operating Officer, a Chief Technology Officer, a
Chief People Officer, a Chief Financial Officer, a Secretary and a Treasurer,
none of whom need to be a member of the Board. Each officer so elected shall
hold office until his successor has been duly chosen and has qualified or until
his death or resignation or removal in the manner hereinafter provided.
Section 8. Chief Executive Officer. The Chief Executive Officer shall be
the chief executive officer of the Corporation; shall (in the absence of the
Chairman of
the Board) preside at meetings of the shareholders and Directors and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. He may sign, with any other proper officer, certificates for shares of
the Corporation and any deeds, bonds, mortgages, contracts and other documents
which the Board of Directors has authorized to be executed, except where
required 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 or
these By-Laws, to some other officer or agent of the Corporation. In addition,
the Chief Executive Officer shall perform whatever duties and shall exercise
whatever powers as may be prescribed from time to time by the Board of
Directors.
Section 12. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall
be responsible to the Board of Directors, the Chief Executive Officer and the
President for all financial control and internal audit of the Corporation. He
shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Section 13. Assistant Chief Financial Officer. DELETED
Section 17. Treasurer. The Treasurer shall have the care and custody of
and be responsible for all of the funds and securities of the Corporation and
shall deposit such funds in the name and to the credit of the Corporation in
such a bank and safe deposit vaults as the Directors may designate. He shall
exhibit at all reasonable times his books and accounts to any Director or
shareholder of the Corporation upon application at the office of the Corporation
during business hours. He shall render a statement of the condition of the
finances of the Corporation at each stated meeting of the Board of Directors if
called upon to do so, and a full report at the annual meeting of shareholders.
He shall keep at the office of the Corporation correct books of account of all
of its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to the
office of Treasurer as may be prescribed by the Chief Operating Officer or Board
of Directors from time to time.
Section 18. Assistant Treasurers. Any Assistant Treasurer shall, in the
absence or disability of the Treasure perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as may be prescribed by the
Board of Directors or the Chief Operating Officer.
Section 19. President. The President shall be an executive officer of
the Corporation; shall (in the absence of both the Chairman of the Board and the
Chief Executive Officer) preside at meetings of the shareholders and Directors;
and shall have general and active management of the business of the Corporation;
and shall be
Schedule A
March 26, 1998 Amendments
BL
2
responsible to the Chief Executive Officer. He may sign, with any other proper
officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required 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 or these By-Laws, to some other
officer or agent of the Corporation. In addition, the President shall perform
whatever duties and shall exercise whatever powers as may be prescribed from
time to time by the Board of Directors. The President shall also be known as the
Chief Operating Officer of the Corporation.
Section 20. Chief Technology Officer. The Chief Technology Officer
shall be an executive officer of the Corporation. The Chief Technology Officer
shall be responsible to the Board of Directors, the Chief Executive Officer and
the President for all technological systems and related operations, including,
but not limited to telecommunications business systems and Internet based
business systems and implementation of any. upgrades, new services, repairs or
changes to the same. He shall perform such other duties as may be assigned to
him by the Board of Directors, the Chief Executive Officer or the President.
Section 21. Chief People Officer. The Chief People Officer shall be an
executive officer of the Corporation. The Chief People Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and President
for the management of all personnel of the Corporation, including but not
limited to marketing, business development, business units and customer service.
He shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Dated: March 26, 1998
Schedule A
March 26, 1998 Amendments
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MINUTES
and
BY-LAWS
of
INTERACTIVE VOICE MEDIA (MN) CORP.
INCORPORATED UNDER THE LAWS OF
MINNESOTA
BY-LAWS
OF
INTERACTIVE VOICE MEDIA (MN) CORP.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered offices of the Corporation
shall be located in the County of the State of Minnesota designated in the
Articles of Incorporation. The Corporation may also maintain offices at such
other places within or without the United States as the Board of Directors may,
from time to time, determine.
ARTICLE II
SHAREHOLDERS
Section 1. Time and Place of Meetings. The Board of Directors may
designate any time and any place, either within or without the State of
Minnesota, as the time and place of meeting for any annual meeting or for any
special meeting called by the Board. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any time and any place;
either within or without the State of Minnesota, as the time and place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the time and place of the meeting shall be the principal
office of the Corporation at 10:00 a.m.
Section 2. Annual Meeting. Annual meetings of shareholders shall be
held on the second Friday of the fourth month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at
10:00, a.m. at which the shareholders shall elect a Board of Directors, and
transact such other business as may properly be brought before the meeting. The
annual meeting of the shareholders may be held on a date different than that
given above if the Board so determines and so states in the notice of the
meeting or in a duly executed waiver thereof.
Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by law or by the Articles
of Incorporation, may be called by the Chief Executive Officer, the Board of.
Directors or the holders of not less than a majority of all of the stock
entitled to vote at the meetings. Business transacted at all special meetings
shall be confined to the purpose or purposes stated in the call.
Section 4. Notice. Written or printed notice of all meetings of
shareholders stating the place, day and hour thereof, and in the case of a
special meeting the purpose or purposes for which the meeting is called, shall
be delivered not less than
ten (10) days nor more than sixty (60) days prior to the date of the meeting to
the shareholders of record entitled to vote at such meeting either personally or
by mail, by or at the direction of the person or persons calling the meeting,
unless it is an annual meeting. If mailed, the notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the shareholder at the address that appears on the stock transfer books of
the Corporation.
Section 5. Closing of Transfer Books and Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken, and the determination of shareholders on such
record date shall apply with respect to the particular action requiring the same
notwithstanding any transfer of stock on the books of the Corporation after such
record date.
Section 6. List of Shareholders. The officer who as charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of the shareholders, a complete list of the shareholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each shareholder and the number of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of a least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
shareholder who is present.
Section 7. Quorum. The holders of a majority of the stock entitled to
vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the shareholders for the transaction of business, except as
otherwise provided by law, by the Articles of Incorporation or by these By-laws.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders entitled to vote at such meeting, 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
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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 convened. If the adjournment is for more than thirty (30) days, or if
after the adjournment, a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of the record
entitled to vote at the meeting.
Section 8. Organization. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the shareholders. In his absence, the
Chief Executive Officer or a Vice President shall preside. In the absence of
all of these officers, any shareholder or the duly appointed proxy of any
shareholder may call the meeting to order and a chairman shall be elected from
among the shareholders present. The Secretary of the Corporation shall act as
secretary at all meetings of shareholders. In his or her absence an Assistant
Secretary shall so act and in the absence of all of these officers the presiding
officer may appoint any person to act as secretary of the meeting.
Section 9. Proxies. At any meeting of the shareholders, every
shareholder entitled to vote at such meeting shall be entitled to vote in person
or by proxy executed in writing by. such shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from the date of
its execution unless such proxy otherwise provides. A proxy shall be revocable
:unless expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law.
Section 10. Voting. Except as otherwise provided by law, the Articles
of Incorporation or these By-laws, each shareholder shall have one (1) vote for
each share having rights registered in his name on the books of the Corporation
at the time of the closing of the stock transfer books (or at the record date)
for such meeting. When a quorum is present at any meeting the vote of holders of
a majority of the stock entitled to vote, present in person or represented by
proxy, shall decide any matter submitted to such meeting, unless the matter is
one upon which by law or by express provision of the Articles of Incorporation
or of these By-laws the vote of a greater number is required, in which case the
vote of such greater number shall govern and control the decision of such
matter.
Section 11. Voting of Stock by Certain Holders. Stock standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-laws of such corporation may authorize or, in the absence of such
authorization, as the Board of Directors of such corporation may determine.
Stock held by an administrator, executor, guardian or conservator may be voted
by him so long as such stock forming a part of an estate are in the possession
and form a part of the estate being served by him, either in person or by
proxy, without a transfer of such stock into his name. Stock standing in the
name of a trustee may be voted by
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him, either in person or by proxy, but no trustee shall be entitled to vote
stock held by him without a transfer of such stock into his name as trustee.
Stock standing in the name of a receiver may be voted by such receiver, and
stock held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
A shareholder whose stock is pledged shall be entitled to vote such stock
until the stock have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the stock so transferred.
Shares of its own stock belonging to the Corporation, shares of its own stock
owned by another corporation the majority of the voting stock of which is
owned or controlled by the Corporation, and shares of its own stock held by
the Corporation in a fiduciary capacity shall not be voted, directly, or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding stock at any given time.
Section 11. Action. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Articles of Incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.
Section 12. Election of Directors. At each election for Directors,
each shareholder entitled to vote at such election shall, unless otherwise
provided by the Articles of Incorporation or by applicable law, have the right
to vote the number of shares owned by him for as many persons as there are to be
elected and for whose election he has a right to vote. Unless otherwise provided
by the Articles of Incorporation, no shareholder shall have thee right or be
permitted to cumulate his votes on any basis.
Section 13. Action Without Meeting. Any action required by any
provision of law or of the Articles of Incorporation or these By-laws to be
taken at a meeting of the shareholders or any action which may be taken at a
meeting of the shareholders may be taken without a meeting without prior written
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the shareholders entitled to vote with respect to the
subject matter thereof holding the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those shareholders who have not consented in writing.
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ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of not less than one (1) nor more than five (5) members who shall be elected by
the shareholders. Directors need not be residents of the State of Minnesota or
shareholders of the Corporation. The number of Directors may be increased or
decreased by resolution adopted by a majority of the Board of Directors.
Section 2. Election and Term of Office. The Directors shall be elected
at the annual meeting of the shareholders (except as provided in Section 5 of
this Article). Each Director elected shall hold office until his successor shall
be elected at an appropriate annual meeting of the shareholders and shall
qualify, or until his death, his resignation or his removal in the manner
hereinafter provided.
Section 3. Resignation. Any Director may resign at any time by giving
written notice to the Chief Executive Officer or Secretary. Such resignation
shall take effect at the time specified therein and unless otherwise specified
therein the acceptance of such resignation shall not be necessary to make it
effective.
Section 4. Removal. At any special meeting of the shareholders called
expressly for that purpose, any Director or Directors, including the entire
Board of Directors, may be removed, either with or without cause, and another
person or persons may be elected to serve for the remainder of his or their term
by a vote of the holders of a majority of all stock outstanding and entitled to
vote at an election of directors. In case any vacancy so created shall not be
filled by the shareholders at such meeting, such vacancy may be filled by the
Directors as provided in Section 5 of this Article.
Section 5. Vacancies. If any vacancy shall occur in the Board of
Directors, such vacancy may, subject to the provisions of Section 4 of this
Article, be filled by the affirmative vote of the remaining Directors though
less than a quorum of the Board of Directors or by a sole remaining Director,
and the Directors so chosen shall hold office until the next annual election and
until their successors are duly elected and shall qualify, unless sooner
displaced. If there are no Directors in office, then an election of Directors
may be held in the manner provided by statute. If, at the time of filling any
vacancy or any newly created Directorship, the Directors then in office shall
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), any Court of competent jurisdiction may, upon
application of any shareholder or shareholders holding at least ten (10%)
percent of the total number of the shares at the time outstanding having the
right to vote for such Directors, summarily order an election to be held to
fill any such vacancies or newly created Directorships, or to replace the
Directors chosen by the Directors then in office. A Director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.
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Section 6. General Powers. In addition to the powers and authorities
expressly conferred upon them by these By-laws, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Articles of Incorporation or by these By-laws
directed or required to be exercised or done by the shareholders.
Section 7. Place of Meetings. The Directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Minnesota.
Section 8. Annual Meeting. The first meeting of each newly elected
Board shall be held immediately following the adjournment of the annual meeting
of the shareholders and no notice of such meeting shall be necessary to the
newly elected Directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such time and place as shall be
fixed by the consent in writing of all of the Directors.
Section 9. Regular Meetings. Regular meetings of the Board may be held
with or without notice immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide by resolution, the
time and place for the holding of additional regular meetings without notice
other than such resolution.
Section 10. Special Meetings. Special meetings of the Board may be
called by the Chief Executive Officer on two (2) days' notice to each Director
given either personally, by mail or by telegram. Special meetings shall be
called by the Chief Executive Officer or Secretary in like manner and like
notice on the written request of any Director. The purpose of or the business to
be transacted at any special meeting of the Board of Directors shall be
specified in the notice of such meeting. Attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting except where a Director
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called or convened.
Section 11. Quorum and Action. At all meetings of the Board the
presence of a majority of the Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority of
the Directors at any meeting at which a quorum is present shall be the act of
the Board of Directors unless the act of a greater number is required by law,
the Articles of Incorporation or these By-laws. If a quorum shall not be present
at any meeting of Directors, the Directors present may adjourn the meeting from
time to time without notice other than announcement at the meeting until a
quorum shall be present.
Section 12. Presumption of Assent to Action. A Director who is present
at a meeting of the Board at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in
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the minutes of the meeting or unless he shall file his written dissent to such
action with the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favor of such action.
Section 13. Committees. The Board of Directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation. The
board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.
In the absence of disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seat of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Articles of Incorporation, adopting an
agreement of merger or consolidation, recommending to the Shareholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the Shareholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution or the Articles of Incorporation expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize thee issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name and names as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors.
Section 14. Compensation. Directors may receive a stated salary for
their services in an amount unanimously agreed by the Board of Directors. By
resolution of the Board a fixed sum for expenses of attendance, if any, may be
allowed for attendance at any regular or special meeting of the Board provided
that nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 15. Telephone Meetings. Directors may participate in and hold 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 pursuant to this
Section shall
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constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 16. Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.
ARTICLE IV
NOTICES
Section 1. Form of Notice. Whenever under the provisions of any
applicable statute, the Articles of Incorporation or these By-laws, notice is
required to be given to any director or shareholder, and no provision is made as
to how such notice shall be given, it shall not be construed to mean personal
notice exclusively, but any such notice may be given in writing, by mail,
postage prepaid, addressed to such director or shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given three (3) days after the time when
the same be thus deposited, postage prepaid, in the United States mail as
aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any
director or shareholder of the Corporation, under the provisions of any
applicable statute, the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a Chief Executive Officer, a Vice President,
a Secretary and a Chief Financial Officer. The Board of Directors may also, if
it chooses to do so, elect a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries and one or more Assistant Chief
Financial Officers, all of whom shall also be officers. Two or more offices may
be held by the same person, except the offices of Chief Executive Officer and
Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders. The Board shall elect a Chief
Executive Officer, Vice
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President, Chief Financial Officer, and Secretary, and any Assistant Officers
the Board has determined are needed, none of whom need to be a member of the
Board. Each officer so. elected shall hold office until his successor has been
duly chosen and has qualified or until his death or his resignation or removal
in the manner hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms, have such authority and perform such duties as the
Board of Directors may from time to time determine. The Board of Directors may
delegate to any officer the power to appoint any such subordinate officer or
agent.
Section 4. Resignation. Any officer may resign at any time by giving
written notice thereof to the Board of Directors. Any such resignation shall
take effect at the time specified therein and unless otherwise specified therein
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board at any time with or without cause. Any
other officer may be removed with or without cause, by the person or persons who
appointed the officer or by the Board.
Section 6. Vacancies. A vacancy in any office shall be filled for the
unexpired portion of the term by the Board of Directors, but in case of a
vacancy occurring in an office filled in accordance with the provisions of
section 3 of this Article, such vacancy may be filled by the superior officer
upon whom such power may be conferred by the Board of Directors.
Section 7. Chairman. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the shareholders and directors. In
addition, the Chairman of the Board shall perform whatever duties and shall
exercise all powers that are given to him by the Board of Directors.
Section 8. Chief Executive Officer. The Chief Executive Officer shall
be the Chief Executive Officer of the Corporation; shall (in absence of the
Chairman of the Board) preside at meetings of the shareholders and Directors;
shall have general and active management of the business of the Corporation; and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He may sign, with any other proper officer, certificates for shares
of the Corporation and any deeds, bonds, mortgages, contracts and other
documents which the Board of Directors has authorized to be executed, except
where required 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 or these By-laws, to some other officer or agent of the Corporation.
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Section 9. Vice President. In the absence of or inability of the Chief
Executive Officer to act, the Vice President shall perform the duties and
exercise the powers of the Chief Executive Officer and shall perform such other
functions as the Board of Directors may from time to time prescribe.
Section 10. Secretary. The Secretary, when available, shall attend all
meetings of the Board of Directors and all meetings of the shareholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors as required by
law or these By-laws, be custodian of the Corporate records and have general
charge of the stock books of the Corporation and shall perform such other duties
as may be prescribed by the Board of Directors or Chief Executive Officer, under
whose supervision he shall be. He may sign, with any other proper officer,
certificates for stock of the Corporation and shall keep in safe custody the
seal of the Corporation, and, when authorized by the Board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature.
Section 11. Assistant Secretaries. Any Assistant Secretary 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 as may be prescribed
by the Board of Directors or the Chief Executive Officer.
Section 12. Chief Financial Officer. The Chief Financial Officer shall
have the care and custody of and be responsible for all of the funds and
securities of the Corporation and shall deposit such funds in the name and to
the credit of the Corporation in such a bank and safe deposit vaults as the
Directors may designate. He shall exhibit at all reasonable times his books and
accounts to any Director or shareholder of the Corporation upon application at
the office of the Corporation during business hours. He shall render a statement
of the condition of the finances of the Corporation at each stated meeting of
the Board of Directors if called upon to do so, and a full report at the annual
meeting of shareholders. He shall keep at the office of the Corporation correct
books of account of all of its business and transactions and such books of
account as the Board of Directors may require. He shall do and perform all other
duties incident to the office of Chief Financial Officer as may be prescribed by
the Chief Executive Officer or Board of Directors from time to time.
Section 13. Assistant Chief Financial Officers. Any Assistant Chief
Financial Officer shall, in the absence or disability of the Chief Financial
Officer perform the duties and exercise the powers of the Chief Financial
Officer and shall perform such other duties as may be prescribed by the Board
of Directors or the Chief Executive Officer.
Section 14. Bonding. If required by the Board of Directors all or
certain of the officers shall give the Corporation a bond in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board, for
the faithful performance of
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the duties of their office and for the restoration to the Corporation, in case
of their death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in their possession
or under their control belonging to the Corporation.
Section 15. Salaries. The salary or other compensation of officers
shall be fixed from time to time by the Board of Directors. The Board of
Directors may delegate to any officer the power to fix from time to time the
salary or other compensation of officers and agents appointed in accordance with
the provisions of Section 3 of this Article.
Section 16. Voting Upon Shares Held by The Corporation. The Board of
Directors may authorize any officer to act on behalf of the Corporation in
regard to shares of other corporations owned by this Corporation in which event
he shall have full power and authority to attend and to act and to vote at any
meeting of shareholders of any corporation in which this Corporation may hold
shares and at any such meeting shall possess and may exercise any and all of the
rights and powers incident to the ownership of such shares which, as the owner
thereof, the Corporation might have possessed and exercised, if present. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.
ARTICLE VI
CERTIFICATES REPRESENTING STOCK
Section 1. Form of Certificates. The certificates representing stock of
the Corporation shall be in such form, not inconsistent with statutory
provisions and the Articles of Incorporation, as shall be approved by the Board
of Directors. The certificates shall be signed by the Chief Executive Officer of
the Corporation and sealed with the corporate seal or a facsimile thereof. In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued with the same effect as if he were such officer at
the date of its issuance. All certificates shall be consecutively numbered and
the name of the person owning the stock represented thereby, with the number of
such shares and the date of issue, shall be entered on the Corporation's books.
Section 2. Ownership of Stock. The Corporation shall be entitled to
treat the holder of record of any share or as the owner of such stock with all
of the rights of ownership 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 the laws of the State of Minnesota.
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Section 3. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate 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 to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties 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. Transfer 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, assignation 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. Upon receipt of proper transfer instructions from
the registered owner of the uncertified shares such uncertificated shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may, from time to time,
declare, and the Corporation may pay, dividends on its outstanding stock in the
manner and upon the terms and conditions provided by the Articles of
Incorporation, the By-laws and the applicable laws of the State of Minnesota.
Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its discretion, deems proper to
provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other proper purpose as the Board
shall deem beneficial to the Corporation, and the Board may modify or abolish
any reserve in the same manner in which it was created.
Section 3. Seal. If one be adopted, the corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as may
be approved by the Board of Directors. Said seal may be used by causing it or a
facsimile of it to be impressed or affixed or in any manner reproduced. Any
officer of the Corporation shall have authority to affix the seal to any
document requiring it.
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Section 4. Fiscal Year. Unless another fiscal year shall be fixed by
resolution of the Board of Directors, the fiscal year of the Corporation shall
commence on the 1st day of October and terminate on the 30th day of September of
each year.
Section 5. Reports of Situation and Amount of Business. The Board of
Directors shall, when requested by the holders of at least one-tenth (1/10) of
the outstanding voting stock of the Corporation, present written reports of the
situation and amount of business of the Corporation and shall present a full and
clear statement of the business and condition of the Corporation at every annual
meeting.
Section 6. Checks, Notes, etc. 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 7. Examination of Books and Records. Any person who shall have
been a shareholder of record for at least six (6) months immediately preceding
his demand, or who shall be the holder of record of at least ten percent (10%)
of all the outstanding shares of the Corporation, upon written demand stating
the purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose, the books and
records of account, minutes, and record of shareholders of the Corporation, and
shall be entitled to make extracts therefrom.
Section 8. Indemnification of Directors. Subject to the applicable laws
of the State of Minnesota, the Corporation shall indemnify any director,
officer, or employee, or former director, officer, or employee of the
Corporation, or any person who may have served at its request as a director,
officer, or employee of another corporation in which it owns stock, or of which
it is a creditor, against expenses actually and necessarily incurred by him and
any amount paid in satisfaction of judgments in connection with any action,
suit or proceeding whether civil or criminal in nature, in which he is made a
party by reason of being or having been such a director, officer or employee
(whether or not a director, officer, or employee at the time such costs or
expenses are incurred by or imposed upon him) except in relation to the
matters as to which he shall be adjudged in such action, suit, or proceeding to
be liable for gross negligence or willful misconduct in the performance of duty.
The Corporation may also reimburse to any director, officer, or employee the
reasonable costs of settlement of any action, suit or proceeding, if it shall be
found by a majority of the Board of the Directors not involved in the matter in
controversy, whether or not a quorum, that it was to the interest of the
Corporation that such settlement be made and that such director, officer or
employee was not guilty of gross negligence or willful misconduct. Such rights
of indemnification and reimbursement shall not be deemed exclusive of any other
rights to which such director, officer, or employee may be entitled by law or
under any By-law, agreement, vote of shareholders, or otherwise.
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ARTICLE VIII
MISCELLANEOUS
Section 1. Compliance With By-Laws. Any action taken or determination
made in good faith by the shareholders or the Board of Directors shall be
effective, valid and binding although the same may not have been taken or made
in strict compliance with the By-laws of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the shareholders or by the Board of
Directors, at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such special meeting.
Dated: September 24, 1994
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