EXHIBIT 3.2
BY-LAWS
OF
IKONICS CORPORATION
ARTICLE I
Offices, Corporate Seal
Section 1. Offices. The registered office of the corporation shall be 4832
Grand Avenue, Duluth, Minnesota 55807, and the corporation shall have offices at
such other places as the Board of Directors shall from time to time determine.
Section 2. Seal. The corporation shall have such corporate seal or no
corporate seal as the Board of Directors shall from time to time determine.
ARTICLE II
Meeting of Shareholders
Section 1. Annual Meeting. An Annual Meeting of the shareholders of the
corporation entitled to vote shall be held at such place in the City of Duluth,
or in such other city within or without the State of Minnesota as is designated
by the Board of Directors, as such time and on such day during the month of
April of each year (other than a Saturday, Sunday or holiday), as shall be
determined by the Board of Directors of the corporation. At the Annual Meeting,
the shareholders, voting as provided in the Articles of Incorporation, shall
elect the Board of Directors and shall transact such other business as may
properly come before the meeting.
Section 2. Quorum. The holders of a majority of shares outstanding and
entitled to vote for the election of Directors at said meeting, represented
either in person or by proxy, shall constitute a quorum for the transaction of
business. In case a quorum is not present at the Annual Meeting, those present
may adjourn to such day as they shall agree upon. A notice of such adjournment
shall be mailed to each shareholder entitled to vote at least five (5) days
before such adjourned meeting, but if a quorum be present, they may adjourn from
day to day as they see fit and no notice need be given. At such adjourned
meetings at which the required amount of voting shares shall be represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 3. Special Meetings. Special meetings of the shareholders shall be
called by the Secretary at any time upon request of the Chairman, President, a
Vice President, a majority of the Board of Directors, or upon request by
shareholders holding ten percent (10%) or more of the capital stock entitled to
vote.
Section 4. Voting. At each meeting of the shareholders, 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 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 Directors, 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 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, or these By-laws.
Section 5. Notice of Meetings. There shall be mailed to each shareholder,
shown by the books of the corporation to be a holder of record 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 ten (10) 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. Any shareholder who does not receive notice of the type specified
above of an annual or special meeting shall, by his attendance at and
participation in the action taken at any such meeting, be deemed to have waived
notice thereof.
Section 6. Closing of Books. The Board of Directors may fix a time, not
exceeding sixty (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 any shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation after any record date so fixed. The Board
of Directors may close the books of the corporation against transfer of sharers
during the whole or any part of such period.
ARTICLE III
Directors
Section 1. General Powers. The business and property of the corporation
shall be managed by a Board of Directors of not less than five or more than nine
Directors who shall be elected by the stockholders.
Section 2. Quorum. A quorum for the transaction of business at any regular
or special meeting of the Directors shall consist of 50% of the then existing
Board if the number of Directors are even in number and shall consist of a
majority of the then existing members of the Board if the Board of Directors
consists of an odd number of Directors.
Section 3. First Meeting. As soon as practicable after each annual election
of Directors, the Board of Directors shall meet for the purposes of organizing
and choosing the officers of the corporation and for the transaction of other
business at the place where the shareholders' meeting is held or at the place
where regular meetings of the Board of Directors are held. No notice of such
meeting need be given. Such first meeting of the Board of Directors 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 consent and waive of notice
signed by all the Directors.
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Section 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held from time to time at such time and place as may from time to time
be fixed by resolution adopted by a majority of the whole Board of Directors. No
notice need be given of any regular meeting.
Section 5. Special Meetings. Special meetings of the Board of Directors may
be held at such time and place as may from time to time be designated in the
notice or the waiver of notice of the meeting. Special meetings of the Board of
Directors may be called by the Chairman of the Board, President or by any two
(2) Directors. Notice of such special meeting shall be given by the Secretary,
who shall give at least four (4) days notice thereof to each Director if notice
is given by mail or at least twenty-four (24) hours notice thereof to each
Director if notice is given by telephone, telegraph, or in person, provided that
no notice of any meeting need be given to any Director while he is in the Armed
Forces of the United States. Each notice thereof may be waived either before,
at, or after such meeting in writing, provided that a quorum be present at the
meeting. Each Director, by his attendance and participation in the action taken
at any Directors' meeting, shall be deemed to have waived notice of such
meeting.
Section 6. Participation by Conference Telephone. Members of the Board of
Directors or any committee designated by the Board may participate in a meeting
of the Board of Directors or of such committee by means of conference telephone
or similar communications equipment whereby all persons participating in the
meeting can hear or communicate with each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.
The place of the meeting shall be deemed to be the place of origination of the
conference telephone call or similar communications equipment.
Section 7. Chairman. The Directors of the corporation shall elect a
Chairman from within their number who shall chair all meetings of the Directors,
shall act as an advisor to the President of the Corporation with respect to
matters of policy and shall regularly consult with the President relative to
executive decisions to be made by the President. The compensation of the
Chairman of the Board shall be determined from time to time by resolution of the
Board of Directors and upon the basis determined by the Board of Directors. In
the event of the absence or disability of the President, the Chairman shall
succeed to his powers in a pro-tem capacity until the office shall be filled by
the Board of Directors.
Section 8. Compensation. Directors and members of any committee of the
corporation contemplated by these By-laws or otherwise provided for by
resolution of the Board of Directors, who are not salaried officers of the
corporation, shall receive such fixed sum for meetings attended, or such annual
sum as shall be determined from time to time by resolution of the Board of
Directors. All Directors and members of any such committee shall receive their
expenses, if any, or attendance at meetings of the Board of Directors, or such
committee. Nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefor.
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Section 9. Executive Committee. The Board of Directors may designate, by a
majority of the Directors present at a meeting at which a quorum is present, two
or more of their number to constitute an Executive Committee which shall have
and exercise the authority of the Board of Directors in the management of the
corporation to the extent set forth in the resolution creating such Executive
Committee. Such Executive Committee shall act only in the interval between
meetings of the Board of Directors and shall be subject at all times to the
control and direction of the Board of Directors.
Section 10. Audit Committee. The Directors may, by resolution, appoint
members of the Board, who are independent of management and who are free of any
relationship which, in the opinion of the Board, would interfere with the
exercise of independent judgment, as an Audit Committee with such powers and
duties as the Board of Directors may deem appropriate.
Section 11. Compensation Committee. The Directors may, by resolution,
appoint members of the Board, who are independent of management and who are free
of any relationship which, in the opinion of the Board, would interfere with the
exercise of independent judgment, as a Compensation Committee with such powers
and duties as the Board of Directors may deem appropriate.
Section 12. Vacancies. If any vacancies exist on the Board of Directors by
reason of death, resignation or otherwise, the remaining Directors shall have
authority to fill any such vacancies. A majority of the remaining Directors
shall constitute a quorum for filling such vacancies.
ARTICLE IV
Officers
Section 1. Designation. The officers of the corporation shall consist of
the Chairman of the Board of Directors, a President, one or more Vice
Presidents, a Secretary and a Treasurer, and such other officers and agents as
may from to time be chosen. Any two (2) offices, except those of President and
Secretary, may be held by one (1) person.
Section 2. Election and Term of Office. At the first meeting of the Board
of Directors, the Board shall elect from their number a Chairman and a President
and shall, from within or without their number, elect one or more Vice
Presidents, a Secretary and a Treasurer, and such other officers as may be
deemed advisable. Such officers shall hold office until the next first meeting
or until their successors are elected and qualify; 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.
Section 3. Duties. The President shall be the chief executive and chief
operating officer of the Corporation and shall preside at all meetings of the
shareholders.
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The President shall have such other duties as may be prescribed from time to
time by the Board of Directors and by the statutes and laws of the State of
Minnesota.
Each Vice President shall have such powers and shall perform such duties as
may be prescribed by the Board of Directors.
The Secretary shall be secretary of and shall attend all meetings of the
shareholders and the 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 shareholders and
Directors. He shall keep the seal of the corporation and shall affix the same to
any instrument requiring it and shall attest the seal by his signature. He
shall, with the President or any Vice President, sign all certificates for
shares of the corporation and affix the corporate seal thereto, and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors.
The Treasurer shall keep accurate accounts of all moneys of the corporation
received or disbursed. He shall deposit all moneys, drafts and checks in the
name of and to the credit of the corporation in such banks and depositaries as a
majority of the whole Board of Directors shall designate from time to time. He
shall have power to endorse for deposit all notes, checks and drafts received by
the corporation. He shall disburse the funds of the corporation as ordered by
the Board of Directors, taking proper vouchers therefor. He shall render to the
President and Directors, whenever required, an account of all his transactions
as Treasurer and of the financial condition of the corporation and shall perform
such duties as may be prescribed by the Board of Directors from time to time.
Section 4. Vacancies. If there be a vacancy in the officers of the
corporation by reason of death, resignation or otherwise, such vacancy shall be
filled, for the unexpired term, by the Board of Directors.
ARTICLE V
Indemnification of Directors,
Officers, Employees and Agents
Section 1. Indemnification. The full extent permitted by Minnesota
Statutes, Section 301.095, as amended from time to time, or by other provisions
of law, each 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 such person is or was a Director, officer, employee or agent of
the corporation or by reason of the fact that such person is or as serving at
the request of the corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the corporation against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by such person in connection with such action, suit or proceeding;
provided, however, that the indemnification with respect to a person who is or
was serving as a Director, officer, employee or agent of another corporation,
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partnership, joint venture, trust or other enterprise shall apply only to the
extent such person is not indemnified by such other corporation, partnership,
joint venture, trust or other enterprise. The indemnification provided by this
section 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 person.
Section 2. Advance Payments. To the full extent permitted by Minnesota
Statutes, Section 301.095, as amended from time to time, or by other provisions
of law, the corporation may pay in advance of final disposition expenses
incurred in actions, suits and proceedings specified in Section 1 above.
Section 3. Insurance. To the full extent permitted by Minnesota Statutes,
Section 301.095, as amended from time to time, or by other provisions of law,
the corporation may purchase and maintain insurance n behalf of any indemnified
party against any liability asserted against such person in such capacity.
ARTICLE VI
Shares and Their Transfer
Section 1. Certificated and Uncertificated Shares. The shares of the
corporation shall be either certificated shares or uncertificated shares. The
corporation may determine that some or all of any or all classes and series of
the shares of the corporation will be uncertificated shares. Any such
determination shall not apply to shares represented by a certificate until the
certificate is surrendered to the corporation. Each holder of duly issued
certificated shares is entitled to a certificate of shares that certifies the
number and class of shares of stock of the corporation owned by him. The
certificates for certificated shares of the respective classes of stock of the
corporation shall be numbered in the order in which they shall be signed in the
name of the corporation by the Chairman of the Board of Directors, the
President, or any Vice President, and by the Secretary, as prescribed by the
Board of Directors. A record shall be kept of the name of the person, firm or
corporation owning the stock of the corporation, the number and class of shares
owned by each person, firm or corporation, and in the case of cancellation of
shares of stock of the corporation, the respective dates of cancellation. Every
certificate surrendered to the corporation or the corporation's transfer agent
for exchange or transfer shall be cancelled, and no new certificate or
certificates or evidence of uncertificated shares shall be issued in exchange
for any existing certificates until such existing certificate shall have been so
cancelled and except in cases provided for in Section 4 of this Article VI.
Section 2. Issuance of Shares. The Board of Directors is authorized and
directed to issue shares of the corporation to the full amount authorized by the
Articles of Incorporation in such amounts and at such times as may be determined
by the Board and as may be permitted by law.
Section 3. Transfer of Shares. Transfer of shares of certificated stock
shall be made on the books of the corporation upon surrender for cancellation of
the certificate or
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certificates for such shares by the person named in the certificate or by his
attorney thereunto authorized by Power of Attorney duly executed and filed with
the corporation or the corporation's transfer agent. Upon the receipt of proper
transfer instructions from the registered owner of uncertificated shares or his
attorney thereunto authorized by Power of Attorney duly executed and filed with
the corporation or the corporation's transfer agent, such uncertificated shares
shall be cancelled, issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the
transaction shall be recorded on the books and records of the corporation. The
person 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 fact, if known to the Secretary of the corporation or
to the corporation's transfer agent, shall be so expressed in the entry of
transfer. The Board of Directors may appoint one or more transfer agents and
registrars to maintain the share records of the corporation and to effect
transfers of shares.
Section 4. Lost Certificates. Any shareholder 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 but 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 or evidence of
uncertificated shares may be issued for the same number of shares as represented
by the certificate alleged to have been destroyed or lost.
ARTICLE VII
Amendments of By-Laws
These By-laws may be amended or altered by the vote of a majority of the
whole Board of Directors at any meeting, provided that a notice of such proposed
amendment shall be 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 By-laws by a majority vote of the
shareholders present and represented at any annual meeting or at any special
meeting called for such purpose. No provision of the By-laws changed, amended or
repealed by the shareholders shall thereafter be restored to its prior form or
to substantially its prior form or be readopted by the Board of Directors except
and until the proposed restoration or readoption thereof shall have been
approved by the shareholders by a majority vote of the shareholders present or
represented at any annual meeting or at any special meeting called for that
purpose.
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