Exhibit 3.ii.(m)
BY-LAWS
OF
TERRA REAL ESTATE CORPORATION
ARTICLE I
OFFICES
The principal office of the corporation in the State of Iowa shall be
located in the City of Sioux City, Woodbury County. The corporation may have
such other offices, within or without the State of Iowa, as the business of the
corporation may require from time to time.
The registered office of the corporation required by the Iowa Business
Corporation Act to be continuously maintained in Iowa shall be initially as
provided in the Articles of Incorporation subject to change from time to time by
resolution of the Board of Directors and filing of statement of said change as
required by the Iowa Business Corporation Act.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall
be held at such hour and on such business day in April or May as the Board of
Directors shall by resolution specify. At each annual meeting the election of
the directors shall take place and such other business shall be transacted as
may be properly presented to such meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the President, by the Board of Directors or by the holders of not
less than one-tenth of all the shares entitled to vote at the meeting.
SECTION 3. PLACE OF MEETING. The Board of Direc-
tors may designate any place, either within or without the State of Iowa, as the
place of meeting for any annual meeting or for any special meeting called by the
Board of Directors. A waiver of notice signed by all shareholders may designate
any place, either within or without the State of Iowa, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Iowa.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the
place, day and hour of the meeting 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 nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.
SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING 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 purposes, 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, fifty days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, such books shall be closed for at least ten 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 fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders, entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders.
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When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
SECTION 6. VOTING LIST. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which record, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation, and shall be subject to
inspection by any shareholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.
SECTION 7. QUORUM OF SHAREHOLDERS. A majority of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by the Iowa Business Corporation Act, the Articles
of Incorporation or the Bylaws.
SECTION 8. PROXIES. At all meetings of the shareholders, a shareholder may
vote either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
SECTION 9. VOTING OF SHARES. Subject to the provisions of Section 10 of
this Article, each outstanding share of stock shall be entitled to one vote upon
each matter submitted to vote at a meeting of the shareholders.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Treasury shares shall not
be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.
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Shares standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the By-laws of such corporation
may prescribe, or, in the absence of such provision, as the Board of Directors
of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
SECTION 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required by the
Iowa Business Corporation Act to be taken at a meeting of the shareholders, or
any action which may be taken at a meeting of shareholders, may be taken without
a meeting if a consent in writing setting forth the action so taken, shall be
signed by all the shareholders entitled to vote with respect to the subject
matter thereof.
SECTION 12. VOTING BY BALLOT. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
SECTION 13. INSPECTORS OR JUDGES. The Board of Directors, in its
discretion, in advance of any meeting of shareholders, may appoint one or more
inspectors or judges to act at such meeting or any adjournment thereof.
If the inspectors or judges shall not be so appointed, or if any of them
shall fail to appear or act, the
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chairman of such meeting shall appoint the inspectors or judges, or such
substitute or substitutes therefor, as the case may be. Such inspectors or
judges, before entering on the discharge of their duties, shall take and sign an
oath or affirmation faithfully to execute the duties of inspectors or judges at
meetings for which they are appointed. At such meeting, the inspectors or judges
shall receive and take charge of the proxies and ballots, decide all questions
relating to the qualification of voters, and the validity of proxies, and the
acceptance or rejection of votes. An inspector or judge need not be a
shareholder of the corporation, and any officer of the corporation may be an
inspector or judge on any question other than a vote for or against a proposal
in which he shall have a material interest.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
SECTION 2. NUMBER AND ELECTION OF DIRECTORS. The number of directors
shall be four (4) but such number may be increased or decreased as provided
herein without action of the shareholders. The Board of Directors may increase
or decrease the number of directors by amendment to these By-laws. Any increase
in the size of the Board of Directors shall create a vacancy which may be filled
immediately by the existing directors without any vote of the shareholders. No
decrease in the number of directors shall have the effect of shortening the term
of office of any incumbent director. At the first annual meeting of shareholders
and at each annual meeting thereafter, the shareholders shall elect directors to
hold office until the next succeeding annual meeting, and each director shall
hold office for the term for which he is elected and until his successor shall
have been elected and qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this By-law, 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, either within or
without the State of Iowa, for the holding of additional regular meetings
without other notice than such resolution.
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SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President, or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Iowa, as the place for
holding any special meeting of the Board of Directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
three (3) days previous thereto by written notice delivered personally or mailed
to each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed and postage prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at any 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 because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 6. QUORUM. A majority of the number of the directors fixed by
the By-laws shall constitute a quorum for the transaction of business; provided,
that if less than a majority of such number of directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors except to the extent otherwise provided in the Articles of
Incorporation of these By-laws.
SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office,
if any.
SECTION 9. COMPENSATION. The Board of Directors, by the affirmative vote
of a majority of the directors then
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in office, and irrespective of any personal interest of its members, shall have
authority to establish reasonable compensation of all directors or other persons
for services to the corporation as directors, officers or otherwise. By
resolution of the Board of Directors the directors may be paid their expenses,
if any, of attendance at each meeting of the Board.
SECTION 10. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered or certified
mail to the Secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
SECTION 11. INFORMAL ACTION BY DIRECTORS. Any action required by the Iowa
Business Corporation Act to be taken at a meeting of directors of the
corporation, or any action which may be taken at a meeting of the directors or
of a committee of directors, may be taken without a meeting if a consent in
writing setting forth the action so taken, shall be signed by all of the
directors or all of the members of the Committee of directors, as the case may
be.
SECTION 12. RESIGNATION. Any director may resign at any time by giving
written notice of his resignation to the President or the Secretary. Any such
resignation shall take effect at the time specified therein, or, if the time
when it shall become effective shall not be specified therein, it shall take
effect immediately upon its receipt. Except as specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
SECTION 13. REMOVAL OF DIRECTORS. Any or all directors may be removed with
or without cause, at a meeting called expressly for that purpose by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors; and the vacancy on the Board of Directors caused by any such removal
may be filled by the shareholders at such meeting or otherwise as provided in
Section 8 of this Article.
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SECTION 14. CONFERENCE TELEPHONE MEETINGS. Subject to other applicable
provisions of this Article and to Article X, any action required by the Iowa
Business Corporation Act to be taken at a meeting of directors of the
corporation, or any action which may be taken at a meeting of the directors or a
committee of directors, may be taken by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and the participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting.
SECTION 15. EXECUTIVE COMMITTEE. The Board of Directors may by
resolution create an executive Committee, and one or more other committees from
among its members, each of which to the extent provided in such resolution or in
the Articles of Incorporation or these By-laws, shall have and may exercise all
of the authority of the Board of Directors, but no such committee shall have the
authority of the Board of Directors in reference to amending the Articles of
Incorporation, adopting a plan of merger or consolidation, recommending to the
shareholders the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the corporation otherwise than in
the usual and regular course of its business, recommending to the shareholders a
voluntary dissolution of the corporation or a revocation thereof, or amending
the By-laws of the corporation. The designation of any such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall consist of a
President, one or more Vice-Presidents, a Secretary and a Treasurer, and such
Assistant Treasurers, Assistant Secretaries, or other officers, if any, as may
be elected or appointed by the Board of Directors. Any two or more offices may
be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of
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Directors held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been duly elected and qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Election or appointment of an officer or agent
shall not of itself create contract rights.
SECTION 3. REMOVAL. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. THE PRESIDENT. The President shall be the principal executive
officer of the corporation and shall in general supervise and control all of the
business and affairs of the corporation, subject to the general powers of the
Board of Directors, He shall preside at all meetings of the shareholders and of
the Board of Directors. He may sign, with the Secretary or any other proper
officer of the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation, deeds, mortgages, bonds, contracts,
or other instruments which the Board of Directors has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these By-laws to some other officer or
agent of the corporation, or shall be required by law to be otherwise signed or
executed. In general he shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
SECTION 6. THE VICE PRESIDENT(S). In the absence of the President or in
the event of his inability or refusal to act, the Vice President, (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the
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President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the corporation;
and shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
SECTION 7. THE TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall have charge and custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for moneys due and payable to the
corporation; and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article V of these By-laws. He shall in general perform
all duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
SECTION 8. THE SECRETARY. The Secretary shall keep the minutes of the
shareholders and of the Board of Directors meetings in one or more books
provided for that purpose; see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; be custodian of the
corporate records; keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; sign
with the President or a Vice President, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; have general charge of the stock transfer books of the
corporation; and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Any
Assistant Treasurers shall respectively, 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. Any Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the President or a
Vice President certificates for shares of the Corporation. The
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Assistant Treasurers and Assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.
SECTION 10. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness of the Board of Directors. Such
authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation, and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositaries as the Board of Directors may
select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Subject to the provisions of Section
22 of the Iowa Business Corporation Act, certificates representing shares of the
corporation shall be in such form as may be determined by the Board of
Directors.
Such certificates shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the corporation and shall be sealed with
the seal of the corporation or a facsimile thereof. The signatures of the
President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. All certificates for shares shall be consecutively
numbered or otherwise identified. The name of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the books of the corporation. All certificates surrendered
to the corporation for transfer shall be cancelled and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
SECTION 2. TRANSFERS OF SHARES. Subject to the rights conferred by the Code
of Iowa, transfers of shares of the corporation shall be made only on the books
of the corporation by the holder of record thereof, or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation, and only on surrender for
cancellation of the certificate for such shares. Except as otherwise provided by
law, the person in whose name shares stand on the books of the corporation shall
be deemed the owner thereof for all purposes as regards the corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
in each year and shall end on the last day of December in each year.
ARTICLE VIII
DIVIDENDS
The Board of Directors may, from time to time, declare and the corporation
may pay dividends on its out-
standing shares in the manner and upon the terms and conditions provided by the
Iowa Business Corporation Act, and the Articles of Incorporation.
ARTICLE IX
SEAL
The Board of Directors may adopt a corporate seal which shall be in the
form of a circle and shall bear the full name of the corporation, the year of
its incorporation and the word "Iowa."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of the Iowa Business
Corporation Act or under the provisions of the Articles of Incorporation or
By-laws of the corporation, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended or repealed and new By-laws may be
adopted at any meeting of the Board of Directors of the corporation at which a
quorum is present, by a majority vote of the directors present at the meeting.
ARTICLE XII
VOTING OF STOCK IN OTHER CORPORATIONS
In the absence of a resolution of the Board of Directors to the
contrary, the President or the Vice President of this corporation is authorized
and empowered to act for and on behalf of the corporation by attending meetings,
voting shares, executing proxies, waiving notice, executing any formal consent,
or taking similar or related actions, all respecting stock of other corporations
which is owned by the corporation, all without further authority than as herein
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contained. The Board of Directors may, in its discretion, designate any officer
or person as a proxy or attorney-in-fact to vote the shares of stock in any
other corporation in which this corporation may own or hold shares of stock.
ARTICLE XIII
INDEMNIFICATION
Any person who is or was an officer, director, employee or agent of this
corporation, or is or was serving at the request of this corporation as an
officer, director, employee or agent of another corporation, partnership, joint
venture, trust or enterprise, shall be entitled to indemnification by this
corporation to the extent the same is permitted or required pursuant to the
provisions of the Iowa Business Corporation Act.
ARTICLE XIV
RESTRICTION ON SALE OF STOCK
The corporation shall have a lien on the stock of any shareholder for any
debts due from said shareholder to the corporation, and, further, the sale and
transfer of the stock of the corporation shall at all times be subject to the
provisions of any stockholders' agreements and the officers or directors of the
corporation shall have no authority to effect any transfer of stock contrary to
the provisions of any such shareholders' agreements.
ARTICLE XV
CONFLICT BETWEEN BY-LAWS AND SHAREHOLDERS' AGREEMENTS
That in the event any conflict exists between the provisions of the By-laws
of the corporation and the provisions of a shareholders' agreement duly executed
by all of the owners of the stock of the corporation, the provisions of such
shareholders' agreement shall always take precedence and be controlling where
any such conflict exists.
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