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EXHIBIT 3.56
BYLAWS
OF
MIDWEST SPLICING & ACTIVATION, INC.
Page
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ARTICLE 1 OFFICES .................................................... 1
1.1 Registered Office .......................................... 1
1.2 Offices .................................................... 1
ARTICLE 2 CORPORATE SEAL ............................................. 1
2.1 Corporate Seal ............................................. 1
ARTICLE 3 SHAREHOLDER(S) ............................................. 1
3.1 Annual Meeting ............................................. 1
3.2 Special Meetings ........................................... 1
3.3 Quorum ..................................................... 1
3.4 Voting ..................................................... 2
3.5 Notice of Meeting .......................................... 2
3.6 Proxies .................................................... 2
3.7 Closing Transfer Books ..................................... 2
3.8 Record Date ................................................ 2
3.9 Presiding Officer .......................................... 3
3.10 Conduct of Meetings of Shareholder(s) ...................... 3
3.11 Order of Business .......................................... 3
3.12 Inspectors of Election ..................................... 3
3.13 Informal Action by Shareholder(s) .......................... 4
ARTICLE 4 DIRECTORS .................................................. 4
4.1 General Powers ............................................. 4
4.2 Number ..................................................... 4
4.3 Qualifications and Term of Office .......................... 4
4.4 Quorum ..................................................... 4
4.5 Annual Meetings ............................................ 4
4.6 Telephonic Meetings ........................................ 5
4.7 Special Meetings ........................................... 5
4.8 Compensation ............................................... 5
4.9 Salaries ................................................... 5
4.10 Executive Committee ........................................ 5
4.11 Vacancies .................................................. 5
4.12 Order of Business .......................................... 5
4.13 Informal Action by Directors ............................... 6
ARTICLE 5 OFFICERS ................................................... 6
5.1 Number ..................................................... 6
5.2 Election, Term of Office, and Qualifications ............... 6
5.3 The President .............................................. 6
5.4 Vice President ............................................. 6
5.5 Secretary .................................................. 7
5.6 Treasurer .................................................. 7
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5.7 Assistant Officers ........................................ 7
5.8 Officer(s) shall not Lend Corporate Credit ................ 7
ARTICLE 6 INDEMNIFICATION ........................................... 7
6.1 Authority of the Board of Directors ....................... 7
6.2 Standard for Indemnification .............................. 7
6.3 No Presumptions Resulting from Termination of Actions ..... 8
6.4 Mandatory Indemnification ................................. 8
6.5 Determination ............................................. 8
6.6 Advance Payment ........................................... 8
6.7 Continuance of Indemnification ............................ 8
6.8 Not Exclusive Remedy ...................................... 8
6.9 Insurance ................................................. 8
6.10 Notice of Indemnification ................................. 8
ARTICLE 7 SHARES AND THEIR TRANSFER ................................. 9
7.1 Certificates of Stock ..................................... 9
7.2 Facsimile Signature ....................................... 9
7.3 Transfer of Shares ........................................ 9
7.4 Lost Certificates ......................................... 9
7.5 Treasury Stock ............................................ 9
7.6 Inspection of Books by Shareholder(s) .................... 9
7.7 Indebtedness of Shareholder(s) ........................... 10
7.8 Transfer Agent and Registrar ............................. 10
ARTICLE 8 DIVIDENDS, SURPLUS, ETCETERA ............................. 10
8.1 Dividends ................................................ 10
8.2 Use of Surplus, Reserves ................................. 10
ARTICLE 9 FINANCIAL AND PROPERTY MANAGEMENT ........................ 10
9.1 Fiscal Year .............................................. 10
9.2 Audit of Books and Accounts .............................. 10
9.3 Contracts ................................................ 10
9.4 Checks ................................................... 10
9.5 Deposit .................................................. 10
9.6 Voting Securities Held by Corporation .................... 10
ARTICLE 10 WAIVER OF NOTICE ......................................... 11
10.1 Requirement of Waiver in Writing ......................... 11
ARTICLE 11 AMENDMENTS ............................................... 11
11.1 Action by Board of Directors ............................. 11
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BYLAWS OF
MIDWEST SPLICING & ACTIVATION, INC.
ARTICLE I.
OFFICES
1.1 Registered Office. The registered office of the corporation shall
be 6611 East Concord Boulevard, Inver Grove Heights, Minnesota 55076. The Board
of Directors shall have authority to change the registered office of the
corporation from time to time, and any such change shall be registered by the
Secretary with the Secretary of State of the State of Minnesota.
1.2 Offices. The corporation may have such other offices, including its
principal business office, either within or without the State of Minnesota, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.
ARTICLE II.
CORPORATE SEAL
2.1 Corporate Seal. The corporate seal, if any, shall have inscribed
therein the name of the corporation and the words "corporate seal", and when so
directed by the Board of Directors, a duplicate of the seal may be kept and used
by the Secretary or Treasurer or by an Assistant Secretary or Assistant
Treasurer.
ARTICLE III.
SHAREHOLDER(S)
3.1 Annual Meeting. The annual meeting of the shareholder(s) of the
corporation shall be held at the principal business office of the corporation,
or at such place as is designated by the Board of Directors, or by written
consent of all the shareholder(s) entitled to vote thereat, within one hundred
twenty (120) days of the close of the fiscal year of the corporation, at which
time the shareholder(s), voting as provided in the Articles of Incorporation,
shall transact such other business as may properly come before them. In the
event the annual meeting is not held or Directors are not elected thereat, the
President/Secretary, upon demand of any shareholder(s), shall call a special
meeting of the shareholder(s) for such purpose.
3.2 Special Meetings. Special meetings of the shareholder(s) shall be
called by the Secretary at any time upon request of the President, a Vice
President acting in the capacity of the President, or a majority of the members
of the Board of Directors, or upon a written request of shareholder(s) holding
ten percent (10%) or more of the capital stock entitled to vote. Notice shall be
given in accordance with the provisions of Section 3.5 hereof.
3.3 Quorum. The holders of fifty percent (50%) of the outstanding
shares entitled to vote, represented either in person or by proxy, shall
constitute a quorum for the transaction of business. The shareholder(s) present
at a duly called or held meeting, at which a quorum of the shareholder(s) is
present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholder(s) to leave less than a quorum. In case a
quorum is not present at any meeting, those present shall have the power to
adjourn the meeting from time to time, without notice or other announcement,
until the requisite number of voting shares shall be represented; any business
may be transacted at such reconvened meeting which might have been transacted at
the meeting which was adjourned.
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3.4 Voting. At each meeting of the shareholder(s), every shareholder
having the right to vote shall be entitled to vote in person or by proxy duly
appointed by an instrument in writing subscribed by such shareholder. Each
shareholder shall have one (1) vote for each share having voting power standing
in his name on the books of the corporation. Upon the demand of any shareholder,
the vote for Director, or the vote upon any question before the meeting shall be
by ballot. All elections shall be had and all questions decided by a majority
vote of the number of shares entitled to vote and represented at any meeting at
which there is a quorum, except in such cases as shall otherwise be required or
permitted by statute, the Articles of Incorporation, these By-Laws, or by
agreement approved by a majority of all shareholders.
3.5 Notice of Meeting. There shall be mailed to each shareholder shown
by the books of the corporation to be a holder of record of voting shares, at
his address as shown by the books of the corporation, a notice setting out the
time and place of the annual meeting or any special meeting, which notice shall
be mailed at least seven (7) days prior thereto. Every notice of any special
meeting shall state the purpose or purposes of the proposed meeting, and the
business transacted at all special meetings shall be confined to purposes stated
in the call. Nevertheless, notice of any meeting of shareholder(s) shall not be
required to be given to any shareholder who shall attend such meeting in person
or by proxy. Notice thereof may be waived in writing either before, at, or after
such meeting.
3.6 Proxies. At all meetings of shareholder(s), a shareholder may note
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
3.7 Closing Transfer Books. The Board of Directors may close the stock
transfer books for a period of time not exceeding forty (40) days preceding the
date of any meeting of shareholder(s), payment of dividends, allotment of
rights, change, conversion, or exchange of capital stock or the date of
obtaining consent of shareholder(s) for any purpose.
3.8 Record Date. In lieu of closing the stock record books, the Board
of Directors may fix, in advance, a date not exceeding forty (40) days preceding
the date of any of the aforesaid events, as a record date for the determination
of shareholder(s) entitled to notice of and to vote at any such meeting an any
adjournment thereof, or to receive any such dividend or allotment of rights, or
to exercise the rights in respect to any change, conversion or exchange of
capital stock or to give such consent, and in such case, only such
shareholder(s) on the record date so fixed shall be entitled to notice of and to
vote at such meeting an any adjournment thereof, or to receive such dividend or
allotment or rights, or to exercise such rights or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date so fixed. If the stock transfer books are
not closed and no record date is fixed for such determination of the
shareholder(s) of record, the date on which notice of the meeting is mailed, or
the date of adoption of a resolution of the Board of Directors declaring a
dividend, allotment of rights, change, conversion, or exchange of capital stock
or to give such consent, as the case may be, shall be the record date for such
determination of shareholder(s). A determination of shareholder(s) entitled to
vote shall apply to any adjournment of such meeting, except when the date of
determination or the closing of the stock transfer book exceed forty (40) days
preceding such adjourned meeting, in which event, a new meeting must be called.
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3.9 Presiding Officer. The appropriate officer(s) of the corporation
shall preside over all meetings of the shareholder(s); provided, however, that
in the absence of an appropriate corporate officer at any meeting of the
shareholder(s), the meeting shall choose any person present to act as presiding
officer of the meeting.
3.10 Conduct of Meetings of Shareholder(s). Subject to the following,
meetings of shareholder(s) generally shall follow accepted rules of
parliamentary procedure:
1. The Chairperson of the meeting shall have absolute authority
over matters of procedure and there shall be no appeal from
the ruling of the Chairperson. If the Chairperson, in his
absolute discretion, deems it advisable to dispense with the
rules of parliamentary procedure as to any one meeting of
shareholder(s) or part thereof, the Chairperson shall so
state and shall clearly state the rules under which the
meeting or appropriate part thereof shall be conducted.
2. If disorder should arise which prevents continuation of the
legitimate business of the meeting, the Chairperson may quit
the chair and announce the adjournment of the meeting; and
upon his so doing, the meeting is immediately adjourned.
3. The Chairperson may ask or require that anyone not a bona
fide shareholder or proxy leave the meeting.
4. A resolution or motion shall be considered for vote only if
proposed by a shareholder or duly authorized proxy and
seconded by an individual who is a shareholder or a duly
authorized proxy, other than the individual who proposed the
resolution or motion.
3.11 Order of Business. The suggested order of business at the annual
meeting of shareholder(s), and so far as possible at all other meetings of the
shareholder(s), shall be:
1. Calling of roll.
2. Proof of due notice of meeting, or unanimous waiver.
3. Reading and disposal of any unapproved minutes.
4. Annual reports of all officers and committees.
5. Election of Directors.
6. Unfinished business.
7. New business.
8. Adjournment.
3.12 Inspectors of Election. The Board of Directors, in advance of any
meeting of shareholder(s), may appoint inspectors to act at such meeting or any
adjournment thereof. If inspectors of election are not so appointed, the officer
or person acting as Chairperson of any such meeting may, and on the request of
any shareholder or his proxy shall, make such appointment.
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In case any person appointed as inspector shall fail to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in advance
of the meeting, or at the meeting by the officer or person acting as
Chairperson. The inspectors of election shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity, and effect of proxies,
receive notes, ballots, assents, or consent, hear and determine all challenges
and questions in any way arising, and announce the result, and do such acts as
may be proper to conduct the election or vote with fairness to all
shareholder(s).
No inspector, whether appointed by the Board of Directors or
by the officer or person acting as Chairperson, need be a shareholder.
3.13 Informal Action by Shareholder(s). Any action required to be taken
at a meeting of the shareholder(s), or any action which may be taken at a
meeting of the shareholder(s), may be taken without a meeting and notice
thereof, if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholder(s) entitled to vote with respect to the subject
matter set forth.
ARTICLE IV.
DIRECTORS
4.1 General Powers. The property, affairs, and business of the
corporation shall be managed by the Board of Directors.
4.2 Number. The number of Directors shall be one, but the number may be
increased by amendment of these By-Laws, provided that the number of Directors
shall never be less than one. The number of Directors may be increased or
diminished by a vote of the majority of the shareholder(s) entitled to vote at
any regular or special meeting, if notice of such meeting contains a statement
of the proposed increase or decrease, and in case of any such increase, the
shareholder(s) at such meeting shall have the power to elect such additional
Directors to hold office until the next annual meeting of the shareholder(s),
and until their successors are elected and qualified.
4.3 Qualifications and Term of Office. Directors need not be
shareholder(s) or residents of the State of Minnesota. Directors shall be
elected by the shareholder(s) at the annual meeting for a term of one (1) year.
Each of the Directors of the corporation shall hold office until the annual
meeting next following or closely coinciding with the expiration of his term or
office and until his successor shall have been elected and shall qualify, or
until he shall resign, or shall have been removed as provided by statute.
4.4 Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business; provided, however, that if any vacancies
exist by reason of death, resignation, or otherwise, a majority of the remaining
Directors shall constitute a quorum for the conduct of business. If less than a
quorum is present at any meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
4.5 Annual Meetings. As soon as practical after each annual meeting of
shareholder(s), the Board of Directors shall meet for the purposes of
organization, choosing the officers of the corporation, and for the transaction
of other business at the place where the shareholder(s) meeting is held or at
the place where regular meetings of the Board of Directors are held. No notice
of
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such meeting need be given. Such first meeting may be held at any other time and
place which shall be specified in a notice given as hereinafter provided for
special meetings or in a consent and waiver of notice signed by all the
Directors.
4.6 Telephonic Meetings. Any member or members of the Board of
Directors, or any committee designated by such Board, may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all person
participating in the meeting can hear each other, and participation in a meeting
pursuant to this paragraph shall constitute presence in person at such meeting.
4.7 Special Meetings. Special meetings of the Board of Directors may be
held at such time and place and may from time to time be designated in the
notice or waiver of notice of the meeting. Special meetings of the Board of
Directors may be called by the President, or by any two Directors. Unless notice
shall be waived by all Directors entitled to notice, notice of the special
meeting shall be given by the Secretary, who shall give at least forty-eight
(48) hours notice thereof to each Director by mail, telegraph, telephone, or in
person; provided, however, that meetings may be held without waiver of notice
from or giving notice to any Director while he is in the Armed Forces of the
United States. Each Director, by his attendance and his participation in the
action taken at any Director's meeting, shall be deemed to have waived notice of
such meeting.
4.8 Compensation. Directors and any members of any committee of the
corporation contemplated by these By-Laws or otherwise provided for by
resolution of the Board of Directors, shall receive such compensation therefore
as may be determined from time to time by resolution of the Board of Directors.
Nothing therein contained shall be construed to preclude any Director from
serving the corporation in any other capacity and receiving proper compensation
therefor.
4.9 Salaries. Salaries and other compensation of all officers and
employees of the corporation shall be fixed by the Board of Directors. Nothing
herein contained shall be construed to preclude any officer from serving the
corporation as a Director, consultant, or in any other capacity and receiving
proper compensation therefore. In the event that any authority, such as the
Internal Revenue Service, determines (and such determination is ultimately
accepted) that any compensation paid to a Director, officer, or employee of the
corporation is excessive and disallows the corporate deduction therefor, the
recipient of the amounts so determined to be excessive shall repay the
corporation said amount.
4.10 Executive Committee. The Board of Directors may, be unanimous
affirmative action of the entire Board, designate two or more of their number to
constitute an executive committee, which, to the extent determined by unanimous
affirmative action of the entire Board, shall have and exercise the authority of
the Board in the management of the business of the corporation. Any such
executive committee shall act only in the interval between meetings of the Board
and shall be subject at all times to the control and direction of the Board.
4.11 Vacancies. Any vacancy in the Board of Directors shall be filled
by the remaining Directors of the Board, though less than a quorum, and each
person so elected shall be a Director until his successor is elected by the
shareholder(s), who may make such election at their next annual meeting or any
meeting duly called for that purpose.
4.12 Order of Business. The meeting shall be conducted in accordance
with Robert's Rules of Order, Revised, and the suggested order of business at
any meeting of the Directors shall be:
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1. Roll call.
2. Proof of due notice of meeting, or unanimous consent, or
unanimous presence and declaration by President.
3. Reading and disposal of any unapproved minutes.
4. Reports of officers and committees.
5. Election of officers.
6. Unfinished business.
7. New business.
8. Adjournment.
4.13 Informal Action by Directors. Any action required to be taken at a
meeting of the Directors, or any other action which may be taken at a meeting of
the Directors, may be taken without a meeting and notice thereof, if a consent
in writing setting forth the action so taken shall be signed by all of the
Directors entitled to vote with respect to the subject matter set forth.
ARTICLE V.
OFFICERS
5.1 Number. The officers of the corporation shall include a President
and Secretary, and may include such other officers as may from time to time be
chosen by the Board of Directors. Any two offices, except those of President and
Vice President, may be held by one person.
5.2 Election, Term of Office, and Qualifications. At any annual meeting
of the Board of Directors, the Board shall elect from their number a President,
and shall, within or without their number, elect a Secretary; and may, in
addition, from within or without their number, elect one or more Vice Presidents
and such other officers and assistant officers as may be deemed advisable. Such
officers shall hold office until the next annual meeting or until their
successors are elected and qualified, provided, however, that any officer may be
removed with or without cause by the affirmative vote of a majority of the whole
Board of Directors.
5.3 The President. The President shall have general, active management
of the business of the corporation. He shall preside at all meetings of the
shareholder(s) and he shall preside at all meetings of the Board of Directors.
He shall be the chief executive officer of the corporation and shall see that
all orders and resolutions are carried into effect. He shall be ex officio a
member of all standing committees. He may execute and deliver, in the name of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of the corporation, as may be prescribed from time to
time by the Board of Directors; and in general, shall perform all duties usually
incident to the office of President, and in general, shall perform such other
duties as may from time to time be assigned to her by the Board.
5.4 Vice President. Each Vice President shall have such powers and
shall perform such duties as may be specified in these By-Laws or prescribed by
the Board of Directors. In the event of absence or disability of the President,
a Vice President shall succeed to her powers and duties in the order in which
they are elected or as otherwise prescribed by the Board of Directors. A Vice
President who is not a Director shall not succeed to the office of President.
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5.5 Secretary. The Secretary shall be Secretary of and shall attend all
meetings of the shareholder(s) and Board of Directors. He shall act as clerk
thereof and shall record all the proceedings of such meetings in the minute book
of the corporation. He shall give proper notice of meetings of shareholder(s)
and Directors. He shall keep the seal of the corporation, if any, and shall
affix the same to any instrument requiring it and shall attest the seal by her
signature. He shall, with the President or any Vice President, acknowledge all
certificates for shares of the corporation and shall perform such other duties
as may be prescribed from time to time by the Board of Directors.
5.6 Treasurer. The Treasurer shall keep accurate accounts of all monies
of the corporation received or disbursed. He shall deposit all monies, drafts,
and checks in the name and to the credit of the corporation in such banks and
depositories as the Board of Directors shall designate from time to time. He
shall disburse the funds of the corporation as authorized by the Board of
Directors. He shall render to the President and the Board of Directors, whenever
required, an account of all of her transactions as Treasurer and of the
financial condition of the corporation and shall perform such other duties as
may be prescribed by the Board of Directors from time to time.
5.7 Assistant Officers. In the event of absence or disability of any
Vice President, Secretary or Treasurer, such assistants to such officers shall
succeed to the powers and duties of the absent officer in the order in which
they are elected or as otherwise prescribed by the Board of Directors, until
such principal officer shall resume her duties or a replacement is elected by
the Board of Directors. Such assistant officers shall exercise such other powers
and duties as may be delegated to them from time to time by the Board of
Directors, but they shall be subordinate to the principal officer(s) they are
designated to assist.
5.8 Officer(s) Shall Not Lend Corporate Credit. Except for the proper
use of the corporation, no officer(s) of this corporation shall sign or endorse,
in the name of or on behalf of this corporation, or in her official capacity any
obligations for the accommodation of any other party or parties, nor shall any
check, note, bond, stock certificate, or other security or thing of value
belonging to this company be used by any officer or Director as collateral for
any obligation other than valid obligations of this corporation.
ARTICLE VI.
INDEMNIFICATION
6.1 Authority of the Board of Directors. The corporation, acting
through its Board of Directors, or as otherwise provided in this By-Law, shall
exercise, as fully as may be permitted from time to time by the statutes and
decisional law of the State of Minnesota, or by any other applicable rules or
principles of law, its power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, wherever brought, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was a Director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a Director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amount paid in
settlement actually and reasonably incurred by her in connection with such
action, suit, or proceeding.
6.2 Standard for Indemnification. Any person described in Section 6.1
may be indemnified by the corporation if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe her conduct was unlawful.
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6.3 No Presumptions Resulting from Termination of Actions. The
determination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere, or its equivalent, shall not of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the corporation; and, with respect to any criminal action or
proceeding, have reasonable cause to believe that her conduct was unlawful.
6.4 Mandatory Indemnification. To the extent that any such person has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in this By-Law, or in defense of any claim, issue, or
matter within this By-Law, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by her in connection
therewith.
6.5 Determination. Any indemnification under Section 6.1, unless
ordered by a court, shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the Director,
officer, employee, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Section 6.2. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of Directors who are not parties to such action, suit, or proceeding,
or (2) if such a quorum is not obtainable, or even if obtainable, in a quorum of
disinterested Directors as directed by independent legal counsel in a written
opinion, or (3) by the stockholders.
6.6 Advance Payment. The expenses incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit, or proceeding as authorized by
the Board of Directors in the manner provided in Section 6.5 upon receipt of an
undertaking by or on behalf of the Director, officer, employee, or agent to
repay such amount, unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in the By-Law.
6.7 Continuance of Indemnification. The indemnification provided by
this By-Law shall continue as to a person who has ceased to be a Director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
6.8 Not Exclusive Remedy. The indemnification provided by this By-Law
shall not exclude any other right to which an officer may be entitled under any
agreement, vote of stockholders or disinterested Directors, or otherwise, both
as to action in her official capacity and as to action in another capacity,
while holding such office, and shall not imply that the corporation may not
provide lawful indemnification not expressly provided for in this By-Law.
Nothing contained in this By-Law shall effect any rights to indemnification to
which corporate personnel other than Directors and officers may be entitled by
contract or otherwise under law.
6.9 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against her
and incurred by her in any such capacity, provided that no indemnification shall
be made under any policy of insurance for any act which could not be indemnified
by the corporation under this By-Law.
6.10 Notice of Indemnification. If, under this By-Law, any expenses or
other amounts are paid by way of indemnification, otherwise than by Court order
or action by the shareholder(s), the corporation shall, not later than the next
annual meeting of shareholder(s), unless such
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meeting is held within three (3) month from the date of such payment, mail to
its shareholder(s) of record at the time entitled to vote for the election
Directors, a statement specifying the person paid, the amounts paid, and the
nature and status of the litigation or threatened litigation at the time of such
payment.
ARTICLE VII.
SHARES AND THEIR TRANSFER
7.1 Certificates of Stock. Every owner of stock of the corporation
shall be entitled to a certificate, to be in such form as the Board of Directors
prescribed, certifying the number of shares of stock of the corporation owned by
her. The certificates for such stock shall be numbered in the order in which
they shall be issued and shall be signed in the name of the corporation by the
President and by the Secretary, or by the Secretary, or by any other proper
officer of the corporation authorized by the Board of Directors. A record shall
be kept of the name of the person, firm, or corporation owning the stock
represented by each such certificate; the number of shares represented by such
certificate; and the respective dates of cancellation. Every certificate
surrendered to the corporation for exchange or transfer shall be canceled and no
other 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 7.5 of this ARTICLE 7.
7.2 Facsimile Signature. Where any certificate is manually signed by a
transfer agent, a transfer clerk or by a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the
President and Secretary or other proper officer of the corporation authorized by
the Board of Directors may be inscribed on the certificate in lieu of the actual
signature of such officer. The fact that a certificate bears the facsimile
signature of an officer who has ceased to hold office shall not affect the
validity of such certificate if otherwise validly issued.
7.3 Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate
or by the shareholder's legal representative or duly authorized
attorney-in-fact, and upon surrender for cancellation of the certificate or
certificates for such shares. The shareholder in whose name shares of stock
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation, provided that when any transfer of shares
shall be made as collateral security and not absolutely, such facts, if known to
the Secretary of the corporation, or to the transfer agent, shall be so
expressed in the entry of transfer.
7.4 Lost Certificates. Any shareholder(s) claiming a certificate of
stock to be lost or destroyed shall make an affidavit or affirmation of that
fact in such form as the Board of Directors may require, and shall, if the
Directors so require, give the corporation a bond of indemnity in form and with
one or more sureties satisfactory to the Board, in an amount determined by the
Board of Directors, not exceeding double the value of the stock represented by
such certificate, to indemnify the corporation against any claim that may be
made against it on account of the alleged loss or destruction 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 destroyed or lost.
7.5 Treasury Stock. Treasury stock shall be held by the corporation
subject to disposal by the Board of Directors in accordance with the Articles
and these By-Laws and shall not have voting rights nor participate in dividends.
7.6 Inspection of Books by Shareholder(s). Shareholder(s) shall be
permitted to inspect the books of the corporation, including the stock record
books, at all reasonable times.
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7.7 Indebtedness of Shareholder(s). The corporation shall have a first
lien on all the shares of its capital stock and upon all dividends declared upon
the same for any indebtedness of the respective holders thereof to the
corporation.
7.8 Transfer Agent and Registrar. The Board of Directors may appoint
one or more transfer agents or transfer clerk and may require all certificates
for shares to bear the signature or signatures of any of them.
ARTICLE VIII.
DIVIDENDS, SURPLUS, ETCETERA
8.1 Dividends. Subject to the provisions of the Articles of
Incorporation, and of these By-Laws, the Board of Directors may declare
dividends from the net profits or net assets of the corporation available for
dividends whenever, and in such amounts as, in its opinion, the condition and
the affairs of the corporation shall render it advisable.
8.2 Use of Surplus, Reserves. Subject to the provisions of the Articles
of Incorporation, and of these By-Laws, the Board of Directors, in its
discretion, may use and apply any of the net profits or net assets of the
corporation available for such purpose in purchasing or acquiring any of the
shares of the capital stock of this corporation in accordance with law, or any
of its bonds, debentures, notes, scrip, or other securities or evidences of
indebtedness, or from time to time may set aside from its net assets or net
profits such sum or sums as it, in its absolute discretion, may think proper as
a reserve fund to meet contingencies, or for the purpose of maintaining or
increasing the property or business of the corporation or for any other purpose
it may think conducive to the best interest of the corporation.
ARTICLE IX.
FINANCIAL AND PROPERTY MANAGEMENT
9.1 Fiscal Year. The fiscal year of the corporation shall be set by the
Board of Directors.
9.2 Audit of Books and Accounts. The books and accounts of the
corporation shall be audited at such times as may be ordered by the Board of
Directors.
9.3 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
9.4 Checks. 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 the Treasurer or such other officers 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.
9.5 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 depositories as the Board of Directors may select.
9.6 Voting Securities Held by Corporation. The President or other agent
designated by the Board of Directors shall have full power and authority on
behalf of the corporation to attend, act, and vote at any meeting of security
holders of other corporations in which this corporation may hold securities. At
such meeting, the President, or such other agent, shall possess and
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exercise any and all rights and powers incident to the ownership of such
securities which the corporation might possess and exercise.
ARTICLE X.
WAIVER OF NOTICE
10.1 Requirement of Waiver in Writing. Whenever any notice whatever is
required to be given by these By-Laws or the Articles of Incorporation of the
corporation or any of the corporate laws of the State of Minnesota, a waiver
thereof, in writing, signed by the person or persons entitled to said notice,
either before, at, or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE XI.
AMENDMENTS
11.1 Action by Board of Directors. The Board of Directors of the
corporation is expressly authorized to make By-Laws of the corporation and from
time to time alter or repeal By-Laws so made. In so acting, the Board of
Directors may do so only upon vote of a majority of the entire Board of
Directors then in office, at any meeting, provided that notice of such proposal
of amendment shall have been given to the Directors in the notice of such
meeting. Such authority in the Board of Directors is subject to the powers of
the voting shareholder(s) to enact, change, or repeal such By-Laws by majority
vote of the shareholder(s) present and represented at any annual meeting or at
any special meeting called for that purpose, and the Board of Directors shall
not make or alter any By-Laws fixing the number, qualifications, or term of
office of members of the Board.
THE UNDERSIGNED SECRETARY hereby certifies that the foregoing By-Laws were
adopted as the complete By-Laws of the corporation by Organizational Resolutions
of the Board of Directors dated January 6, 1995.
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David W. Janssen
President/Secretary
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exercise any and all rights and powers incident to the ownership of such
securities which the corporation might possess and exercise.
ARTICLE X.
WAIVER OF NOTICE
10.1 Requirement of Waiver in Writing. Whenever any notice whatever is
required to be given by these By-Laws or the Articles of Incorporation of the
corporation or any of the corporate laws of the State of Minnesota, a waiver
thereof, in writing, signed by the person or persons entitled to said notice,
either before, at, or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE XI.
AMENDMENTS
11.1 Action by Board of Directors. The Board of Directors of the
corporation is expressly authorized to make By-Laws of the corporation and from
time to time alter or repeal By-Laws so made. In so acting, the Board of
Directors may do so only upon vote of a majority of the entire Board of
Directors then in office, at any meeting, provided that notice of such proposal
of amendment shall have been given to the Directors in the notice of such
meeting. Such authority in the Board of Directors is subject to the powers of
the voting shareholder(s) to enact, change, or repeal such By-Laws by majority
vote of the shareholder(s) present and represented at any annual meeting or at
any special meeting called for that purpose, and the Board of Directors shall
not make or alter any By-Laws fixing the number, qualifications, or term of
office of members of the Board.
THE UNDERSIGNED SECRETARY hereby certifies that the foregoing By-Laws were
adopted as the complete By-Laws of the corporation by Organizational Resolutions
of the Board of Directors dated January 6, 1995.
/S/ DAVID W. JANSSEN
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David W. Janssen
President/Secretary
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