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EXHIBIT 3.2
BYLAWS
OF
MAHASKA INVESTMENT COMPANY
(As Amended Through March 18, 1997)
ARTICLE I. OFFICES OF CORPORATION.
Section 1. Principal Office. The principal office of the corporation in
the State of Iowa shall be located in the City of Oskaloosa, Mahaska County,
Iowa. The corporation may have such other offices, either within or without
the State of Iowa, as the board of directors may designate or as the business
of the corporation may require from time to time.
Section 2. Registered Office. The registered office of the corporation
required by the Iowa Business Corporation Act to be maintained in the State of
Iowa may be, but need not be, identical with the principal office in the State
of Iowa, and the address of the registered office may be changed from time to
time by the board of directors.
ARTICLE II. SHAREHOLDERS.
Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on any day in the month of April in each year, other than Sundays and
legal holidays, commencing at an hour between 8:00 a.m. and 5:00 p.m. as may be
specified from year to year by the board of directors, for the purpose of
electing directors and transacting such other business as may properly come
before the meeting. If the election of directors shall not be held on the date
designated for any annual meeting of the shareholders, or any adjournment
thereof, the board of directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently may be.
If the annual meeting is not held within any eighteen-month period, the
District Court of the county wherein the registered office of the corporation
is located may, upon the written application of any shareholder, order an
annual meeting to be held.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the president or by the board of directors, and shall be called by the
president at the request of the holders of not less than one-tenth of all the
outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meetings. The board of directors may designate any
place, either within or without the State of Iowa, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
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Section 4. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than seventy days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid. Any shareholder may waive notice of
any regular or special meeting of shareholders at any time.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date
in any case to be not more than fifty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.
Section 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten
days before each meeting of shareholders,, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The original stock transfer book shall be prima facie evidence
as to who are the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders, and
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if a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number is required by
law or the articles of incorporation. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally notified. The shareholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.
Section 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A custodian of securities under the Iowa Uniform Gift to Minors Act may
vote a security which is custodial property.
Section 11. Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter
thereof.
Section 12. Meetings of All Shareholders. If all of the shareholders
shall meet at any time
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and place, either within or without the State of Iowa, and consent to the
holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.
Section 13. Method of Voting. Voting by shareholders on any
question or in any election may be viva voce unless the presiding officer shall
order or any shareholders shall demand that voting be by ballot.
ARTICLE III. BOARD OF DIRECTORS.
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its board of directors. The board of directors
may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation, and such authority may be general or confined to specific
instances.
Section 2. Number, Tenure and Qualifications.
The number of directors of the corporation shall be not less than
5 and not greater than 15, and, effective as of the annual meeting of
shareholders of the corporation in 1996, the Board of Directors shall be
divided into three classes, designated Class I, Class II, and Class III. Such
classes shall be as nearly equal in number as possible. The term of directors
of one class shall extend to each annual meeting of shareholders and in all
cases as to each director, until his successor shall be elected and shall
qualify, or until his earlier resignation, removal from office, death or
incapacity. Additional directorships resulting from an increase in number of
directors shall be apportioned among the classes as equally as possible. The
initial term of office of directors of Class I shall extend to the annual
meeting of shareholders in 1997, that of Class II shall extend to the annual
meeting in 1998, and that of Class III shall extend to the annual meeting in
1999, and in all cases as to each director until his successor shall be elected
and shall qualify or until his earlier resignation, removal from office, death
or incapacity. At each annual meeting of shareholders, the number of directors
equal to the number of directors of the class whose term extends to the time of
such meeting shall be elected to hold office until the third succeeding annual
meeting of shareholders after their election. The Board of Directors may, upon
a majority vote of its members, increase or decrease the number of directors
within the limits set forth above. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. Any
director elected to fill a vacancy other than by reason of an increase in the
number of directors shall be elected for the unexpired term of his or her
predecessor in office. Any director elected to fill a vacancy by reason of an
increase in the number of directors may continue in office only until the next
election of directors by the shareholders.
Section 3. Place and Notice of Meetings. A regular meeting of the board
of directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of the shareholders. The
board of directors may provide, by resolution, the time and place, either
within or without the State of Iowa, for the holding of additional regular
meetings
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without other notice than such resolution. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the State of
Iowa, as the place for holding any special meeting of the board of directors
called by him or them. Notice of any special meeting of the board of directors
shall be given at least two days previously thereto by written notice delivered
personally or mailed to each director at his business address, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may waive notice
of any meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting. Members of the board of directors, or any committees designated by
the board, may participate in a meeting of such board or committee by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting pursuant to this provision shall constitute presence in person at
such meeting.
Section 4. Quorum. A majority of the total number of directors
shall constitute a quorum for the transaction of business at any meeting of
the board of directors, but if less than such majority is present at a meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice.
Section 5. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.
Section 6. Vacancies. Any vacancy occurring in the board of
directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase
in the number of directors shall be filled by the affirmative vote of a
majority of the remaining directors, at any regular or special meeting of the
board of directors called for that purpose in which a quorum of the board of
directors is present, and the director or directors so elected shall serve
until the next regular annual meeting of shareholders.
Section 7. Compensation. By resolution of the board of directors,
the directors may be paid their expenses, if any, of attendance at each meeting
of the board of directors, and may be paid such compensation for their services
as shall be fixed by the board of directors from time to time. No payment
received by any director shall preclude him from serving the corporation in any
other capacity and receiving compensation therefor.
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Section 8. Presumption of Assent. A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 9. 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 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 thereof.
Section 10. Committees. The board of directors may designate from
among its members an executive committee and one or more other committees and
define or limit the extent of authority of each of such committees in
compliance with the law and these bylaws.
ARTICLE IV. OFFICERS.
Section 1. Number. The officers of the corporation shall be a
president, one or more vice-presidents (the number thereof to be determined by
the board of directors), a secretary, and a treasurer, each of whom shall be
elected by the board of directors. Such other officers, assistant officers and
acting officers as may be deemed necessary may be elected or appointed by the
board of directors. Any two or more offices may be held by the same person.
officers need not be residents of the State of Iowa or directors or
shareholders of the corporation.
Section 2. Election and Term of Office. The initial officers of
the corporation shall be elected by the board of directors at their
organization meeting and thereafter the officers shall be elected annually by
the board of directors at the first meeting of the board of directors held
after each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by
the board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
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Section 5. President. The president shall be the principal
executive officer of the corporation and, subject to the control of the board
of directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He shall in general perform
all duties incident to the office of president and such other duties as may be
prescribed by the bylaws or by the board of directors from time to time.
Section 6. Vice-Presidents. In the absence of the president or in
the event of his death, inability or refusal to act, the vice- president (or in
the event there be more than one vice-president, the vice-presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president; and in addition thereto, shall
perform such other duties as may be assigned to him by the president or by the
board of directors or prescribed by the bylaws.
Section 7. Secretary. The secretary shall: (a) keep the minutes of
the shareholders, and of the board of directors, meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) have general charge of the
stock transfer books of the corporation; and (f) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the president or by the board of directors.
Section 8. Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the board of directors shall determine.
He shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article
V of these bylaws; and (b) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the board of directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign with
the president or a vice-president certificates for shares of the corporation
the issuance of which shall have been authorized by a resolution of the board
of directors. The assistant treasurers shall respectively, if required by the
board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine.
The assistant secretaries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or the treasurer,
respectively, or
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by the president or the board of directors.
Section 10. Other Assistants and Acting Officers. The board of
directors shall have the power to appoint any person to act as assistant to any
officer, or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
officer so appointed by the board of directors shall have the power to perform
all the duties of the office to which he is so appointed to be assistant, or as
to which he is so appointed to act, except as such power may be otherwise
defined or restricted by the board of directors.
Section 11. Salaries. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.
ARTICLE V. WRITTEN INSTRUMENTS, LOANS AND DEPOSITS.
Section 1. Written Instruments. Subject to the specific directions
of the board of directors, all deeds, mortgages, releases and other instruments
in writing affecting real estate made by the corporation shall be executed and
acknowledged in its name by the president or any vice-president and attested by
the secretary or any assistant secretary with the corporate seal attached. All
other written contracts and agreements to which the corporation shall be a
party shall be executed in its name by such officer or officers as shall be
authorized by the board of directors. The signatures of the proper officers of
the corporation on the bonds, notes, debentures or other evidences of
indebtedness of the corporation may be facsimiles and such facsimiles on such
instruments shall be deemed the equivalent of and constitute the written
signatures of such officers for all purposes including, but not limited to, the
full satisfaction of any signature requirements of the laws of the State of
Iowa on the bonds, notes, debentures and other evidence of indebtedness of the
corporation.
Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER.
Section 1. Certificates for Shares. Certificates representing
shares of the corporation
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shall be in such form as shall be determined by the board of directors. Such
certificates shall be signed by the president or a vice-president and by the
secretary or an assistant secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation
by the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
Section 3. Stock Regulations. The board of directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of Iowa as they may deem expedient concerning
the issue, transfer, and registration of certificates representing shares of
the corporation.
ARTICLE VII. FISCAL YEAR.
The fiscal year of the Corporation shall be the calendar year commencing
with the calendar year 1985.
ARTICLE VIII. DIVIDENDS.
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
ARTICLE IX. SEAL.
The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and word, "Seal."
ARTICLE X. VOTING OF SHARES OWNED BY CORPORATION.
Subject always to the specific directions of the board of directors, any
share or shares of stock issued by any other corporation and owned or
controlled by the corporation may be voted at any
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shareholders' meeting of such other corporation by the president of the
corporation if he be present, or in his absence by any vice-president of the
corporation who may be present. Whenever, in the judgment of the president, or
in his absence, of any vice-presidents, it is desirable for the corporation to
execute a proxy or give a shareholders, consent in respect to any share or
shares of stock issued by any other corporation and owned by the corporation,
such proxy or consent shall be executed in the name of the corporation by the
president or one of the vice-presidents of the corporation and shall be
attested by the secretary or an assistant secretary of the corporation under
the corporate seal without necessity of any authorization by the board of
directors. Any person or persons designated in the manner above stated as the
proxy or proxies of the corporation shall have full right, power and authority
to vote the share or shares of stock issued by such other corporation and owned
by the corporation the same as such share or shares might be voted by the
corporation.
ARTICLE XI. WAIVER OF NOTICE.
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of the articles of
incorporation or under the provisions of the Iowa Business Corporation Act, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XII. AMENDMENTS.
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the board of directors at any regular or special meeting of the
board of directors.
ARTICLE XIII. INDEMNIFICATION; INSURANCE.
The corporation shall have the power to make indemnification in the
manner and in the instances authorized by Section 496A.4A, Chapter 71, Acts of
70 G.A. 1983 Regular Session, with the understanding (a) that any reference to
the corporation shall include any of its subsidiaries, and (b) that in the
judgment of the board of directors the corporation may purchase and maintain
insurance on behalf of persons entitled to indemnification as provided in
Section 496A.4A(10).
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