EXHIBIT 3.30
BY-LAWS
OF
NEO CORPORATION
ARTICLE I SHAREHOLDERS
Section 1. Meetings of shareholders shall be held at the registered
office of the Corporation unless another place shall have been determined by the
directors and stated in the notice of meeting. Annual meetings of shareholders
shall be held at such time and date as determined by the Board of Directors.
Section 2. Special meetings of the shareholders may be called and held
as provided by Minnesota Statutes.
ARTICLE II DIRECTORS
Section 1. The number of directors shall be not less than three or more
than seven.
Section 2. A regular meeting of the Board of Directors shall be held
without notice immediately following the annual meeting of shareholders and at
the same place. The Board of Directors may provide for additional regular
meetings without further notice.
Section 3. Special meetings of the Board of Directors may be called by
the president or any two directors on 24-hour notice given personally or
telephonically or by mail, telecopier, telegraph, courier or other similar
means. If notice is given other than orally, receipt of such notice shall be
confirmed orally or in writing by the director or another person of suitable
responsibility at the address to which the notice is directed.
Any director may, either before, at or alter the meeting, waive notice thereof
whether by writing, orally or by attendance at the meeting. Special meetings
shall be held at the place fixed by the Board of Directors for the holding of
meetings, or if no such place has been fixed, at the principal business office
of the Corporation.
Section 4. A director shall hold office until the next annual meeting
of shareholders and until his or her successor is elected and qualifies or until
his or her earlier death, resignation, removal or incapacity.
Section 5. During the intervals between annual meetings the number of
directors may be increased, or decreased by the number of vacancies then
existing, by the Board of Directors, within the limitations of Section 1 of this
Article. No decrease in the Board shall shorten the term of any incumbent
director.
Section 6. Vacancies in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining members of the Board though less
than a quorum. Each person so elected to fill a vacancy shall remain a director
for the unexpired term in respect of which such vacancy occurred and until his
successor is elected and qualifies.
Section 7. The business and affairs of the Company shall be managed by
or under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by these Bylaws, the Board of Directors
may exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation, but subject, nevertheless, to the rights of the
shareholders of the Corporation as provided under the Minnesota Statutes, the
Articles of Incorporation and these Bylaws.
Section 8. Without limiting the general powers conferred by Section 7
of
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this Article, and other powers conferred by Minnesota Statutes, the Articles of
Incorporation and by these Bylaws, it is hereby expressly declared that the
Board of Directors shall have the following powers:
(a) To authorize one or more officers, on behalf of the
Corporation, to borrow money, make and issue notes, bonds, and other evidences
of indebtedness, execute mortgages, deeds, conveyances, contracts, agreements
and other such instruments incidental to the transaction of the business of this
Corporation, and do all other acts necessary to effectuate the same.
(b) To designates the persons authorized, on the Corporation's
behalf, to make and sign notes, receipts, acceptances, endorsements, drafts,
checks, or other orders for the payment of money, releases, contracts, and other
documents and instruments, and, when appropriate, to make provision for the use
of facsimile signatures thereon.
(c) To designate the persons authorized, on the Corporation's
behalf, to vote or to assign and transfer any shares or stock, bonds, or other
securities of the Corporation.
ARTICLE III OFFICERS
Section 1. The officers of the Corporation shall be a President, one or
more Vice Presidents, any of whom may have such additional designation as the
Board of Directors may provide, a Secretary and one or more Assistant
Secretaries, a Treasurer
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and one or more Assistant Treasurers, and such other officers as shall be
determined by the Board of Directors from time to time, who shall be elected
annually at the regular meeting of the Board of Directors held after the annual
meeting of shareholders and shall hold office only so long as they are
satisfactory to the Board of Directors.
Section 2. Subject to decisions of the Board of Directors, the
President shall have general active management of the Corporation and when
present, shall preside at all meetings of the Board and of the shareholders.
Section 3. Any Vice President so elected by the Board of Directors
shall be vested with all powers and shall perform all the duties of the
President in case of his or her absence and shall have such other powers and
perform such other duties as may be prescribed by the President.
Section 4. The Secretary shall give, or cause to be given, all notices
required by Minnesota Statutes, by the Articles of incorporation or by these
Bylaws. The Secretary shall act as secretary of all the meetings of the Board
and shareholders and shall record the proceedings of all such meetings in the
book or books kept for that purpose. Unless otherwise prescribed by the
President, the Secretary shall keep or cause to be kept, a record of all
certificates of stock issued and all transfers thereof, which shall show the
names and addresses of the holders of such certificates and dates of issuance
and transfer. The Secretary shall have such other duties as may be prescribed
by the Board of Directors or the President.
Section 5. The Assistant Secretaries shall be vested with all the
powers and shall perform all duties of the Secretary in the absence or
disability of the latter, and
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shall perform such other duties as delegated by the Secretary.
Section 6. The Treasurer shall have the care and custody of the
Corporation's funds, evidences of indebtedness, and other valuable financial
documents and shall deposit, or cause to be deposited, all moneys and other
valuable financial documents and effects in the name of and to the credit of the
Corporation in such depositories as shall be designated by the Board of
Directors. The Treasurer shall have such other powers and duties as may be
prescribed by the Board of Directors or the President.
Section 8. The Assistant Treasurers shall be vested with all the powers
and shall perform all the duties of the Treasurer in the absence or disability
of the latter and shall perform such other duties as delegated by the Treasurer.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. The Corporation shall indemnify any person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity of the person acting for the Corporation or acting in an
official capacity with another entity at the direction or request of the
Corporation, according to the terms and under the procedures provided In
Minnesota Statutes Section 302A.
Section 2. The indemnification provided by this Article shall inure to
the benefit of the heirs, executors, administrators and personal representatives
of any person acting in an official capacity for the Corporation.
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Section 3. The Corporation may purchase and maintain insurance at its
expense to protect itself or on behalf of a person in that person's official
capacity with the Corporation or a subsidiary, against any liability asserted
against and incurred by the person in or arising from that capacity, whether or
not the Corporation would be required by law to indemnify the person against the
liability.
ARTICLE V MISCELLANEOUS
Section 1. Certificates representing shares of the Corporation shall be
in such form as the Board of Directors shall determine. Transfers of shares
shall be made only on the stock transfer of the Corporation.
ARTICLE VI AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors or by the shareholders.
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