EXHIBIT 3(d)
SECOND AMENDED AND RESTATED BYLAWS
OF
UNITEDHEALTH GROUP INCORPORATED
(Effective as of February 11, 2003)
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Registered Office. The registered office of the corporation in
Minnesota shall be that set forth in the Restated Articles of Incorporation or
in the most recent amendment of the Articles of Incorporation or resolution of
the directors filed with the Secretary of State of Minnesota changing the
registered office.
Section 1.02. Other Offices. The corporation may have such other offices,
within or without the State of Minnesota, as the directors shall, from time to
time, determine.
Section 1.03. Corporate Seal. The corporation shall have no seal.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 2.01. Place and Time of Meetings. Except as provided otherwise by
Minnesota Statutes, Chapter 302A, meetings of the shareholders may be held at
any place, within or without the State of Minnesota, or solely by remote
communication (as defined in Section 301A.011(61) of the Minnesota Statutes)
("Remote Communication"), as may from time to time be designated by the
directors and, in the absence of such designation, shall be held at the
registered office of the corporation in the State of Minnesota. The directors
shall designate the time of day for each meeting and, in the absence of such
designation, every meeting of shareholders shall be held at ten o'clock a.m.
Section 2.02. Regular Meetings.
(a) A regular meeting of the shareholders shall be held on such date as
the Board of Directors shall by resolution establish.
(b) At a regular meeting of the shareholders, voting as provided in the
Articles of Incorporation and these Bylaws, shall elect qualified
successors for directors who serve for an indefinite term or whose
terms have expired or are due to expire within six months after the
date of the meeting and shall transact such other business as may
properly come before them.
Section 2.03. Special Meetings. Special meetings of the shareholders may be
held at any time and for any purpose and may be called by the Chief Executive
Officer, the Chairman of the Board, the Chief Financial Officer, any two
directors, or by a shareholder or shareholders holding ten percent (10%) or more
of the shares entitled to vote on the matters to be presented to the meeting,
except that a special meeting of shareholders called for the purpose of
considering any action to directly or indirectly facilitate or effect a business
combination (as defined by Minnesota Law), including any action to change or
otherwise affect the composition of the Board of Directors for that purpose, may
not be called by less than twenty-five percent (25%) of the shares entitled to
vote on the matters to be presented at the meeting. The Board of Directors may
designate that the special meeting is to be held solely by Remote Communication.
Section 2.04. Quorum, Adjourned Meetings. The holder of a majority of the
shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting. In case a quorum shall not be
present at a meeting, those present may adjourn the meeting to such day as they
shall, by majority vote, agree upon, and a notice of such adjournment and the
date and time at which such meeting shall be reconvened shall be mailed to each
shareholder entitled to vote at least 5 days before such adjourned meeting. If a
quorum is present, a meeting may be adjourned from time to time without notice
other than announcement at the meeting. At adjourned meetings at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally noticed. If a quorum is present, the shareholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 2.05. Voting. At each meeting of the shareholders, every shareholder
having the right to vote shall be entitled to vote either in person or by proxy.
Each shareholder, unless the Articles of Incorporation or statute provide
otherwise, shall have one vote for each share having voting power registered in
such shareholder's name on the books of the corporation. Jointly owned shares
may be voted by any joint owner unless the corporation receives written notice
from any one of them denying the authority of that person to vote those shares.
Upon the demand of any shareholder, the vote upon any question before the
meeting shall be by ballot. All questions shall be decided by the affirmative
vote of the holders of a majority of the power of the shares present and
entitled to vote on that item of business, except if otherwise required by
statute, the Articles of the Incorporation, or these Bylaws.
Section 2.06. Closing of Books. The Board of Directors may fix a time, not
exceeding 60 days preceding the date of any meeting of shareholders, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, such meeting, notwithstanding any transfer of shares on the books of
the corporation after any record date so fixed. The Board of Directors may close
the books of the corporation against the transfer of shares during the whole or
any part of such period.
If the Board of Directors fails to fix a record date for determination of the
shareholders entitled to notice of, and to vote at, any meeting of shareholders,
the record date shall be the 20th day preceding the date of such meeting.
Section 2.07. Notice of Meetings. There shall be mailed to each shareholder,
shown by the books of the corporation to be a holder of record of voting shares,
a notice setting out the time and place or information regarding Remote
Communication, if applicable, of each regular and each special meeting, except
where the meeting is an adjourned meeting and the date, time and place of the
meeting were announced at the time of adjournment, which notice shall be mailed
at least five days prior thereto; except that notice of a meeting at which an
agreement of merger or exchange is to be considered shall be mailed to all
shareholders of record, whether entitled to vote or not, at least fourteen days
prior thereto. Every notice of any special meeting called pursuant to Section
2.03 hereof shall state the purpose or purposes for which the meeting has been
called, and the business transacted at all special meetings shall be confined to
the purpose stated in the notice. Notice may be given by means of mail, or if
consented to by the shareholder in a manner that complies with the federal
securities laws, facsimile, electronic mail, electronic posting, or any other
form of electronic communication to which the shareholder has consented.
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Section 2.08. Waiver of Notice. Notice of any regular or special meeting may
be waived by any shareholder either before, at or after such meeting orally, by
"authenticated" "electronic communication" (as defined under Sections
302A.011(62) and 302A.011(60), respectively, of the Minnesota Statutes), or in a
writing signed by such shareholder or a representative entitled to vote the
shares of such shareholder. A shareholder, by his attendance at any meeting of
shareholders or by his participation by means of Remote Communication, shall be
deemed to have waived notice of such meeting, except where the shareholder
objects at the beginning of the meeting to the transaction of business because
the item may not lawfully be considered at that meeting and does not participate
in the consideration of the item at that meeting.
Section 2.09. Written Action. Any action which might be taken at a meeting
of the shareholders may be taken without a meeting if done in writing and
signed, or consented to by "authenticated" "electronic communication" (as
defined under Sections 302A.011(62) and 302A.011(60), respectively, of the
Minnesota Statutes) by all of the shareholders entitled to vote on that action.
Section 2.10. Business to be Brought Before the Meeting. A shareholder must
provide written notice of any proposal to be submitted at an annual meeting and
such notice must be delivered to the Secretary of the corporation so as to be
received at the principal executive offices of the corporation not less than 120
days in advance of the date of the corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting of
shareholders, except that is no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than 30 days from the
date contemplated at the time of the previous year's proxy statement, such
notice must be so received a reasonable time before the solicitation is made.
Each such notice shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting; (b) the name and address of the shareholder
proposing such business; (c) the class and number of share of the corporation
which are beneficially owned by the shareholder; (d) any material interest of
the shareholder in such business; and (e) such other information regarding such
business as would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had the matter been
proposed by the Board of Directors. Notwithstanding anything in these Bylaws to
the contrary, no business shall be considered properly brought before an annual
meeting by a shareholder unless it is brought in accordance with the procedures
set forth in this Section 2.10.
Section 2.11. Remote Communication. To the extent authorized by the Board, a
shareholder, not physically present in person or by means of proxy, may, by any
means of Remote Communication, participate in a meeting of shareholders held at
a designated place. Participation by a shareholder by that means constitutes
presence at the meeting.
ARTICLE III
DIRECTORS
Section 3.01. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors, except as
otherwise permitted by statute.
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Section 3.02. Number, Election and Term of Office.
a) The Board of Directors shall consist of one or more member,
and the number of directors may be increased or decreased from time to
time by the affirmative vote of a majority of directors present at a
duly held meeting at the time the action is taken or the affirmative
vote of the holders of a majority of the voting power of the shares
present and entitled to vote on that item of business, considered for
this purpose as one class. Except as otherwise provided by law or by
these bylaws, the directors of the corporation shall be elected at the
Annual Meeting of Shareholders in each year. Each of the directors
shall hold office until the expiration of his term, as specified
herein, and until such director's successor shall have been elected and
shall qualify, or until the earlier death, resignation, or
disqualification of such order.
b) The Board of Directors of this corporation shall be divided
into three classes, Class I, Class II, Class III, as nearly equal in
number as possible. At each Annual Meeting of Shareholders, directors
chosen to succeed those whose term is then expired, shall be elected
for a term of office expiring at the third succeeding Annual Meeting of
Shareholders after their election. In case of any increase or decrease
in the number of directors, the increase or decrease shall be
distributed among the several classes as nearly equal as possible, as
shall be determined by the affirmative vote of a majority of directors
present at a duly held meeting at the time the action is taken or by
the affirmative vote of the holders of a majority of the voting power
of the shares present and entitled to vote on that item of business.
Section 3.03 Nomination of Director Candidates. Nomination of candidates
for election to the Board of Directors of the corporation at any annual meeting
of the shareholders may be made only by or at the direction of the Board of
Directors or by a shareholder entitled to vote at such annual meeting. All such
nominations, except 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. To be timely, any such notice must be received at the principal
executive offices of the corporation not less than 120 days in advance of the
date of the corporation's proxy statement released to shareholders in connection
with the previous year's annual meeting of shareholders, except that if no
annual meeting was held in the previous year or the date of the annual meeting
has been changed by more than 30 days from the date contemplated at the time of
the previous year's proxy statement, such notice must be so received a
reasonable time before the solicitation is made, and must set forth (i) the
name, age, business address, residence address and the principal occupation or
employment of each nominee proposed in such notice; (ii) the name and address of
the shareholder giving the notice as the same appears in the corporation's stock
register; (iii) the number of shares of capital stock of the corporation which
are beneficially owned by each such nominee and by such shareholder; and (iv)
such other information concerning each such nominee as would be required
soliciting proxies for the election of such nominee. Such notice must also
include a signed consent of each such nominee to serve as a director of the
corporation, if elected.
If the officer of the corporation presiding at an annual meeting of the
shareholders determines that a director nomination was not made in accordance
with the foregoing procedures, such nomination shall be void and shall be
disregarded for all purposes.
Section 3.04. Determination of Contested Elections. In the event that there
are more candidates for election to the Board of Directors at a meeting of the
shareholders than there are directors to be elected at such meeting (a
"Contested Election"), the vote for election of directors shall be by ballot and
the officer of the corporation presiding at the meeting shall appoint two
persons, who need not be shareholders, to act as Inspectors of Election at such
meeting.
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The Inspectors so appointed, before entering on the discharge of their duties,
shall take and subscribe on oath or affirmation faithfully to execute the duties
of Inspectors at such meeting with strict impartiality and according to the best
of their ability, and thereupon the Inspectors shall take charge of the polls
and after the balloting shall canvas the votes and determine in accordance with
law and make a certificate to the corporation of the results of the vote taken.
No director or candidate for the office of director shall be appointed an
Inspector.
The nominees for election to the Board of Directors in a Contested Election who
are certified by the Inspectors as having been elected shall be deemed to be
duly elected and qualified upon the expiration of three business days following
the date of such certification; provided that, in the event any court
proceedings are commenced which challenge the results of such Contested
Election, such nominees shall not be deemed to be duly elected and qualified
until all such court proceedings, including appeals, shall have been finally
concluded.
Section 3.05. Chairman of the Board. The Board of Directors may elect from
their number, a Chairman of the Board, who shall not be deemed an officer of the
Corporation as a result of such title. The Chairman of the Board, if one is
elected, shall preside at all meetings of the directors and shall have such
other duties as may be prescribed, from time to time, by the Board of Directors.
Section 3.06. Board Meetings. Meetings of the Board of Directors may be held
from time to time at such time and place within or without the State of
Minnesota or solely by Remote Communication as may be designated in the notice
of such meeting.
Section 3.07. Calling Meetings; Notice. Meetings of the Board of Directors
may be called by the Chairman of the Board by giving at least twenty-four hours'
notice, or by any other director by giving at least five days' notice, of the
date, time and place or information regarding Remote Communication, if
applicable, to each director in person or by mail, telephone, facsimile,
electronic mail, electronic posting, or any other form of electronic
communication.
Section 3.08. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
orally or in a writing signed by such director. A director, by his attendance at
any meeting of the Board of Directors, shall be deemed to have waived notice of
such 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 3.09. Quorum. A majority of the directors holding office immediately
prior to a meeting of the Board of Directors shall constitute a quorum for the
transaction of business at such meeting.
Section 3.10. Absent Directors. A director may give advance written or
"authenticated" "electronic" (as defined under Sections 302A.011(62) and
302A.011(60), respectively, of the Minnesota Statutes) consent or opposition to
a proposal to be acted on at a meeting of the Board of Directors. If such
director is not present at the meeting, consent or opposition to a proposal does
not constitute presence for purposes of determining the existence of a quorum,
but consent or opposition shall be counted as a vote in favor of or against the
proposal and shall be entered in the minutes or other record of action at the
meeting, if the proposal acted on at the meeting is substantially the same or
has substantially the same effect as the proposal to which the director has
consented or objected.
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Section 3.11. Remote Communication. Any or all directors may participate in
any meeting of the Board of Directors, or of any duly constituted committee
thereof, by means of telephone conference or, if authorized by the Board, by
such other means of Remote Communication through which the directors may
simultaneously participate with each other during such meeting. For the purposes
of establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.11 shall be deemed present in person at
the meeting.
Section 3.12. Vacancies: Newly Created Directorships. Vacancies in the Board
of Directors of this corporation occurring by reason of death, resignation,
removal or disqualification shall be filled for the unexpired term by a majority
of the remaining directors of the Board although less than a quorum; newly
created directorships resulting from an increase in the authorized number of
directors by action of the Board of Directors as permitted by Section 3.02 may
be filled by the affirmative vote of a majority of directors present at a duly
held meeting at the time the action is taken.
Section 3.13. Removal. Any or all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
holders of not less than 66-2/3 percent of the outstanding shares of Common
Stock of the corporation or by the affirmative vote of 66-2/3 percent of the
directors in office at the time the vote is taken. In the event that the entire
Board or any one or more directors be so removed, new directors shall be elected
at the same meeting.
Section 3.14 Committees. A resolution approved by the affirmative vote of a
majority of the Board of Directors may establish committees having the authority
of the Board in the management of the business of the corporation to the extent
provided in the resolution. A committee shall consist of one or more persons,
who need not be directors, appointed by affirmative vote of a majority of the
directors present. Committees are subject to the direction and control of the
Board of Directors, except for special litigation committees, and vacancies in
the membership thereof shall be filed by the Board of Directors.
A majority of the members of the committee present at a meeting is 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
directors present.
Section 3.15. Written Action. Any action which might be taken at a meeting
of the Board of Directors, or any duly constituted committee thereof, may be
taken without a meeting if done in writing and signed or consented to by
"authenticated" "electronic communication" (as defined under Sections
302A.011(62) and 302A.011(60), respectively, of the Minnesota Statutes) by all
of the directors or committee members, unless the Articles provide otherwise and
the action need not be approved by the shareholders.
Section 3.16. Compensation. Directors who are not salaried officers of this
corporation shall receive such fixed sum per meeting attended or such fixed
annual sum as shall be determined, from time to time, by resolution of the Board
of Directors. The Board of Directors may, by resolution, provide that all
directors shall receive their expenses, if any, of attendance at meetings of the
Board of Directors or any committee thereof. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving proper compensation therefor.
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ARTICLE IV
OFFICERS
Section 4.01. Number and Designation. The corporation shall have one or more
natural persons exercising the functions of the offices of Chief Executive
Officer and Chief Financial Officer. The Board of Directors may elect or appoint
such other officers or agents as it deems necessary for the operation and
management of the corporation, with such powers, rights, duties, and
responsibilities as may be determined by the Board of Directors, including,
without limitation, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such assistant officers or other officers as may from time to
time be elected or appointed by the Board of Directors. Each such officer shall
have the powers, rights, duties and responsibilities set forth in these Bylaws
unless otherwise determined by the Board of Directors. Any number of offices may
be held by the same person.
Section 4.02. Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Executive Officer: (a)
shall have general active management of the business of the corporation; (b)
shall, when present, preside at all meetings of the stockholders; (c) shall see
that all orders and resolutions of the Board of Directors are carried into
effect; (d) shall sign and deliver in the name of the corporation any deeds,
mortgages, bonds, contracts 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
these Bylaws or the Board of Directors to some other officer or agent of the
corporation; and (e) shall perform such other duties as from time to time may be
assigned by the Board of Directors.
Section 4.03. Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Financial Officer: (a)
shall cause to be kept accurate financial records for the corporation; (b) shall
cause to be deposited all monies, drafts, and checks in the name of and to the
credit of the corporation in such banks and depositories as the Board of
Directors shall designate from time to time; (c) shall cause to be endorsed for
deposit all notes, checks and drafts received by the corporation as ordered by
the Board of Directors, making proper vouchers therefor; (d) shall cause to be
disbursed corporate funds and shall cause to be issued checks and drafts in the
name of the corporation, as ordered by the Board of Directors; (e) shall render
to the Chief Executive Officer and the Board of Directors, whenever requested,
an account of all the transactions as Chief Financial Officer and of the
financial condition of the corporation; and (f) shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer
from time to time.
Section 4.04. President. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board of Directors.
Section 4.05. Vice President. Each Vice President shall perform such duties
as may be prescribed from time to time by these Bylaws or by the Board of
Directors.
Section 4.06. Secretary. Unless provided otherwise by a resolution adopted
by the Board of Directors, the Secretary: (a) shall attend all meetings of the
stockholders and Board of Directors, and shall record all the proceedings of
such meetings in the minute book of the corporation; (b) shall give proper
notice of meetings of stockholders and Board of Directors and other notices
required by law or these Bylaws; and (c) shall perform such other duties as from
time to time may be assigned by the Board of Directors.
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Section 4.07. Treasurer. The Treasurer shall perform such duties as may from
time to time be assigned by the Chief Financial Officer or by the Board of
Directors.
Section 4.08. Authority and Duties. In addition to the foregoing authority
and duties, all officers of the corporation shall respectively have such
authority and perform such duties in the management of the business of the
corporation as may be determined from time to time by the Board of Directors.
Unless prohibited by a resolution of the Board of Directors, an officer elected
or appointed by the Board of Directors may, without specific approval of the
Board of Directors, delegate some or all of the duties and powers of an office
to other persons.
Section 4.09. Removal and Vacancies. The Board of Directors may remove any
officer from office at any time, with or without cause, by a resolution approved
by the affirmative vote of a majority of the directors present. Such removal,
however, shall be without prejudice to the contract rights of the person so
removed. A vacancy in an office of the corporation by reason of death,
resignation, removal, disqualification, or otherwise may, or in the case of a
vacancy in the office of the Chief Executive Officer or Chief Financial Officer
shall, be filled for the unexpired term by the Board of Directors.
Section 4.10. Compensation. The officers of this corporation shall receive
such compensation for their services as may be determined by or in accordance
with resolutions of the Board of Directors or by one or more committees to the
extent so authorized from time to time by the Board of Directors.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. The Board of Directors may authorize
the issuance of stock either in certificated or uncertificated form. If shares
are issued in uncertificated form, each stockholder shall be entitled upon
written request to a stock certificate or certificates, representing and
certifying the number and kind of full shares held, signed as provided in this
Section 5.01. Certificates for shares of stock shall be in such form as the
Board of Directors may from time to time prescribe. The certificates for such
shares shall be numbered in the order in which they shall be issued and shall be
signed, in the name of the corporation, by the Chief Executive Officer or the
President and by the Secretary or an Assistant Secretary or by such officers as
the Board of Directors may designate. If the certificate is signed by a transfer
agent or registrar, such signatures of the corporate officers may be by
facsimile if authorized by the Board of Directors. A certificate representing
shares of this corporation shall contain on its face the information required by
Minnesota Statutes, Section 302A.417, Subd. 4. A certificate representing shares
issued by this corporation, if it is authorized to issue shares of more than one
class or series, shall set forth upon the face or back of the certificate, or
shall state that the corporation will furnish to any shareholder upon request
and without charge, a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class or series
authorized to be issued so far as they have been determined, and the authority
of the Board of Directors to determine relative rights and preferences of
subsequent classes or series. Every certificate surrendered to the corporation
for exchange or transfer shall be canceled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until such
existing certificate shall have been so canceled, except in cases provided for
in Section 5.04.
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Section 5.02. Issuance of Shares. The Board of Directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized by
the Articles of Incorporation in such amounts as may be determined by the Board
of Directors and as may be permitted by law. No shares shall be allotted except
in consideration of cash or other property, tangible or intangible, received or
to be received by the corporation under a written agreement, of services
rendered or to be rendered to the corporation under a written agreement, or of
an amount transferred from surplus to stated capital upon a share dividend. At
the time of such allotment of shares, the Board of Directors making such
allotments shall state, by resolution, their determination of the fair value to
the corporation in monetary terms of any consideration other than cash for which
shares are allotted.
Section 5.03. Transfer of Shares. The shares of stock of the corporation
shall be transferable on the books of the corporation by the holder thereof in
person or by his or her attorney upon surrender for cancellation of a
certificate or certificates for the same number of shares, or other evidence of
ownership if no certificates shall have been issued, with an assignment and
power of transfer endorsed thereon or attached thereto, duly executed, and with
such proof of the validity of the signature as the corporation or its agents may
reasonably require. The corporation may treat as the absolute owner of shares of
the corporation, the person or persons in whose name shares are registered on
the books of the corporation. The Board of Directors may appoint one or more
transfer agents and registrars to maintain the share records of the corporation
and to effect share transfers on its behalf.
Section 5.04. Loss of Certificates. Except as otherwise provided by
Minnesota Statutes, Section 302A.419, any shareholder claiming a certificate for
shares to be lost, stolen or destroyed shall make an affidavit of that fact in
such form as the Board of Directors shall require and shall, if the Board of
Directors so requires, give the corporation a bond of indemnity in form, in an
amount, and with one or more sureties satisfactory to the Board of Directors, to
indemnify the corporation against any claim which may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.
ARTICLE VI
DIVIDENDS, RECORD DATE
Section 6.01. Dividends. Subject to the provisions of the Articles of
Incorporation, of these Bylaws, and of law, the Board of Directors may declare
dividends whenever, and in such amounts as, in its opinion, are deemed
advisable.
Section 6.02. Record Date. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders entitled to receive payment of the
dividend and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the corporation after the record date. If no
record date is fixed, the record date shall be at the close of business on the
day on which the Board of Directors adopts the resolution authorizing the
payment of such dividend.
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ARTICLE VII
BOOKS AND RECORDS, FISCAL YEAR
Section 7.01 Share Register. The Board of Directors of the corporation
shall cause to be kept at its principal executive office, or at another place or
places within the United States determined by the board:
(1) a share register not more than one year old, containing the names
and addresses of the shareholders and the number and classes of
shares held by each shareholder; and
(2) a record of the dates on which certificates or transaction
statements representing shares were issued.
Section 7.02. Other Books and Records. The Board of Directors shall cause to
be kept at its principal executive office, or, if its principal executive office
is not in Minnesota, shall make available at its registered office within ten
days after receipt by an officer of the corporation of a written demand for them
made by a shareholder or other person authorized by Minnesota Statutes Section
302A.461, originals or copies of:
(1) records of all proceedings of shareholders for the last three
years;
(2) records of all proceedings of the board for the last three years;
(3) its articles and all amendments currently in effect;
(4) its bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes, Section
302A.463, and the financial statement for the most recent interim
period prepared in the course of the operation of the corporation
for distribution to the shareholders or to a governmental agency
as a matter of public record;
(6) reports made to shareholders generally within the last three
years;
(7) a statement of the names and usual business addresses of its
directors and principal officers;
(8) voting trust agreements described in Section 302A.453; and
(9) shareholder control agreements described in Section 302A.457.
Section 7.03. Fiscal Year. The fiscal year of the corporation shall be
determined by the Board of Directors.
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ARTICLE VIII
LOANS, GUARANTEES, SURETYSHIP
Section 8.01. The corporation may lend money to, guarantee an obligation of,
become a surety for, or otherwise financially assist a person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present and:
(1) is in the usual and regular course of business of the corporation;
(2) is with, or for the benefit of, a related corporation, an
organization in which the corporation has a financial interest, an
organization with which the corporation has a business
relationship, or an organization to which the corporation has the
power to make donations;
(3) is with, or for the benefit of, an officer or other employee of
the corporation or a subsidiary, including an officer or employee
who is a director of the corporation or a subsidiary, and may
reasonably be expected, in the judgement of the board, to benefit
the corporation; or
(4) whether or not any separate consideration has been paid or
promised to the corporation, has been approved by (a) the holders
of two-thirds of the voting power of the shares entitled to vote
that are owned by persons other than the interested person or
persons, or (b) the unanimous affirmative vote of the holders of
all outstanding shares, whether or not entitled to vote.
The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors approve, including, without limitation, a pledge of or
other security interest in shares of the corporation. Nothing in this section
shall be deemed to deny, limit, or restrict the powers of guaranty or warranty
of the corporation at common law or under a statute of the State of Minnesota.
ARTICLE IX
INDEMNIFICATION OF CERTAIN PERSONS
Section 9.01. The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Minnesota Statutes, Section 302A.521, as now enacted or
hereafter amended.
ARTICLE X
AMENDMENTS
Section 10.01. These Bylaws may be amended or altered by the affirmative vote
of a majority of directors present at a duly held meeting provided that notice
of such proposed amendment shall have been given in the notice given to the
directors of such meeting. Such authority in the Board of Directors is subject
to the power of the shareholders to change or repeal such Bylaws by the
affirmative vote of the holders of a majority of the voting power of the shares
present and entitled to vote at any regular or special meeting of shareholders
called for such purpose, and the Board of Directors shall not make or alter any
Bylaws fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the Board of Directors, or fixing the
number of directors or their classifications, qualifications, or terms of
office, except that the Board of Directors may adopt or amend any Bylaw to
increase their number.
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ARTICLE XI
SECURITIES OF OTHER CORPORATIONS
Section 11.01. Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors, the Chief Executive Officer shall have full
power and authority on behalf of the corporation (a) to attend any meeting of
security holders of other corporations in which the corporation may hold
securities and to vote such securities on behalf of this corporation; (b) to
execute any proxy for such meeting on behalf of the corporation; or (c) to
execute a written action in lieu of a meeting of such other corporation on
behalf of this corporation. At such meeting, the Chief Executive officer shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities that the corporation possesses. The Board of Directors or the
Chief Executive Officer may, from time to time, grant such power and authority
to one or more other persons.
Section 11.02. Purchase and Sale of Securities. Unless otherwise ordered by
the Board of Directors, the Chief Executive Officer shall have full power and
authority on behalf of the corporation to purchase, sell, transfer or encumber
any and all securities of any other corporation owned by the corporation, and
may execute and deliver such documents as may be necessary to effectuate such
purchase, sale, transfer or encumbrance. The Board of Directors or the Chief
Executive Officer may, from time to time, confer like powers upon any other
person or persons.
ARTICLE XII
CERTAIN BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
Section 12.01. Pursuant to the authority provided by Section 302A.673, Subd.
3(b)(2), of the Minnesota Business Corporation Act, this corporation elects not
to be subject to Section 302A.673 of said Act.
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