Exhibit 3.3
BYLAWS
OF
TELEGROUP, INC.
Table of Contents
-----------------
Article
I. OFFICES
II. SHAREHOLDERS
Section
1. Annual Meeting
2. Special Meetings
3. Place of Shareholders' Meeting
4. Notice of Meeting
5. Closing of Transfer Books or Fixing of Record Date
6. Voting Lists
7. Quorum
8. Proxies
9. Voting of Shares
10. Voting of Shares by Certain Holders
11. Informal Action by Shareholders
12. Voting by Ballot
13. Order of Business of Business
III. BOARD OF DIRECTORS
Section
1. General Powers
2. Number, Tenure and Qualifications
3. Regular Meetings
4. Special Meetings
5. Notice
6. Quorum
7. Manner of Acting
8. Vacancies
9. Compensation
10. Presumption of Assent
11. Informal Action by Directors
12. Committees
13. Resignation
Article
IV. OFFICERS
Section
1. Number
2. Election and Term of Office
3. Removal
4. Vacancies
5. The President
6. The Vice-President
7. The Secretary
8. The Treasurer
9. Assistant Secretaries and Assistant Treasurers
10. Salaries
V. EXECUTIVE COMMITTEE
Section
1. Appointment
2. Authority
3. Tenure Qualifications
4. Meetings
5. Quorum
6. Action Without a Meeting
7. Vacancies
8. Resignations and Removal
9. Procedure
VI. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section
1. Contracts
2. Loans
3. Checks, Drafts, etc.
4. Deposits
VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section
1. Certificates for Shares
2. Transfer of Shares
VIII. FISCAL YEAR
Article
IX. DIVIDENDS
X. CORPORATE SEAL
XI. VOTING OF SHARES OWNED BY CORPORATION
XII. WAIVER OF NOTICE
XIII. AMENDMENTS
ARTICLE I. OFFICES
The principal office of the corporation in the State of Iowa shall be located
in the City of Fairfield, County of Jefferson. 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.
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 the second Wednesday
in April in each year beginning with the year 1990, at the hour of 10:00
o'clock A.M., provided the Board of Directors may fix some other date which is
within 30 days before or after said date and may fix some time other than said
above time for such meeting, for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting. If the day
designated above or fixed by the Board of Directors for the annual meeting
shall be a Sunday or other legal holiday in the state where held, such meeting
shall be held on the next succeeding business day. If the election of
Directors shall not be held on the day designated herein for any annual
meeting of the shareholders, or at 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.
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 Shareholders' Meeting.
The Board of Directors may designate any place, either within or without the
State of Iowa, as the place of meeting of any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Iowa, as the place for holding of such meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the corporation in the
State of Iowa.
Section 4. Notice of Meeting.
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 to shareholders enticed to vote at the meeting not
less than 10 nor more than 60 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. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholder or at his address as it appears on the stock transfer books of
the corporation, with postage thereon prepaid.
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 special 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, 60 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 10 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 70 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 close of business on the day before the
first 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 unless the meeting is adjourned to a date more than
120 days in the future.
Section 6. Voting Lists.
The officer or agent having charge of the stock transfer books for shares of
the corporation shall make, at least 10 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
10 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. 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 to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares nor shares held by another corporation, if a majority
of the shares entitled to vote for the election of Directors of such other
corporation is held by the corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given
time.
Section 11. Informal Action bv 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 one or more consents in writing, setting forth the action
so taken, shall be signed by the holders of 90 percent or more of the votes
enticed to be cast with respect to the subject matter thereof, and such
consent(s) are delivered to the corporation for inclusion in the corporate
minutes or records. In the event consents are signed by less than all of the
shareholders, and the law requires notice to be given to shareholders not
entitled to vote, then notice shall be given to such shareholders at least 10
days prior to the proposed action.
Section 12. Voting by Ballot.
Voting by shareholders on any question or in any election may be viva voce
unless the presiding officer shall order or any shareholder shall demand that
voting be by ballot.
Section 13. Order of Business.
The order of business at all meetings of the shareholders, shall be as
follows:
A. Roll Call.
B. Proof of Notice of Meeting or Waiver of Notice.
C. Reading Minutes of Preceding Meeting
D. Reports of Officers.
E. Reports of Committees.
F. Election of Directors.
G. Unfinished Business.
H. New Business.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its Board of
Directors.
Section 2. Number, Tenure and Qualifications.
The number of directors of the corporation shall be not less than one nor more
than five. Each Director shall hold office until the next annual meeting of
shareholders, or until a next special meeting of shareholders to elect
directors, and until his successor shall have been elected and qualified,
unless removed at a meeting called expressly for that purpose by a vote of the
holders of a majority of the shares then entitled to vote at an election of
Directors. Directors need not be residents of the State of Iowa or
shareholders of the corporation.
Section 3. Regular Meetings.
A regular meeting of the Board of Directors shall be held without other notice
than this by law immediately after, and at the same place as, the annual
meeting of 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 without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request
of the President or any one Director. 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 them.
Section 5. Notice
Notice of the date, time and place of any special meeting shall be given at
least two days prior thereto by written notice delivered personally or mailed
to each Director at his business address, or by telegram or telecopier. If
mailed, such notice shall be deemed to be delivered five days after its
deposit in the United States mail, so addressed, postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be delivered when
received. If notice is given by telecopier, such notice shall be deemed to be
delivered when the telecopy is received. Oral notice is effective when
communicated, if communicated in a comprehensible manner. Any Director may
waive notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, unless the director at the
beginning of the meeting or promptly upon the director's arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. 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.
Section 6. Quorum.
A majority of the number of Directors in office immediately before the meeting
begins 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 7. 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. A Director shall
be considered present at a meeting of the Board of Directors or a committee
designated by the Board of Directors if he participates in such meeting by
conference telephone or similar communications equipment by means of which all
directors participating in the meeting may simultaneously hear each other
during the meeting.
Section 8. Vacancies.
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 Directors then in office, even if
less than a quorum of the Board of Directors. A Director so elected shall be
elected for the unexpired term of his predecessor in office or the full term
of such new directorship.
Section 9. Compensation.
By resolution of the Board of Directors, each Director may be paid his
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a stated salary as Director or a fixed sum for attendance at each
meeting of the Board of Directors or both. No such payment shall preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 10. 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 11. Informal Action bv Directors.
Any action required to be taken at a meeting of Directors, or any action which
may be taken at a meeting of Directors or a committee of Directors, may be
taken without a meeting if one or more consents in writing setting forth the
action so taken, shall be signed by all of the Directors or all of the members
of the committee of Directors, as the case may be, and such consent(s) are
delivered to the corporation for inclusion in the corporate minutes or
records.
Section 12. Committees.
The Board of Directors from time to time by Resolution adopted by a majority
of the full Board of Directors may appoint from its members a committee or
committees, temporary or permanent, and, to the extent permitted by law and
these bylaws, may designate the duties, powers and authorities of such
committee.
Section 13. Resignation.
A director may resign at any time by giving written notice to the Board, the
President, or the Secretary. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board of such
officer, and the acceptance of the resignation shall not be necessary to make
it effective.
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 and assistant 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.
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the Board of Directors 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 may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.
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.
Section 5. Chairman of the Board.
The Chairman of the Board shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, and in
conjunction with the President, shall in general supervise and control all of
the business and affairs of the Corporation. The Chairman of the Board shall,
when present, preside at all meetings of the Shareholders and of the Board of
Directors. He may sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to his office and
such other duties as may be prescribed by the Board of Directors from time to
time.
Section 6. President.
The President shall be the principal operational officer of the corporation
and, subject to the control of the Board of Directors, and in conjunction with
the Chairman of the Board, shall in general supervise and control all of the
business and affairs of the corporation. He may sign, with the Secretary or
any other proper officer of the corporation thereunto authorized by the Board
of Directors, certficates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to his office and such other duties as may be prescribed by
the Board of Directors from time to time.
Section 7. The Vice-President.
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-President 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. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation. Any Vice President
shall perform such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
Section 8. The Secretary.
The Secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors 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, if any, and see that the
seal of the corporation, if said corporation has a seal, is affixed to all
documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) authenticate records of the corporation; (e) keep a
register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (f) sign with the President,
or a Vice-President, certificates for shares of the corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors;
(g) have general charge of the stock transfer books of the corporation; and
(h) in general perform all duties as from time to time may be assigned to him
by the President or by the Board of Directors.
Section 9. The 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 10. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of Directors, may sign
with the President or a Vice-President cardficates 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 by the President or 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. EXECUTIVE COMMITTEE
Section 1. Appointment.
The Board of Directors by resolution adopted by a majority of the full Board,
may designate two or more of its members to constitute an executive committee.
The designation of such committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law.
Section 2. Authority.
The executive committee, when the Board of Directors is not in session, shall
have and may exercise all of the authority of the Board of Directors except to
the extent, if any, that such authority shall be limited by the resolution
appointing the executive committee and except also that the executive
committee shall not have the authority of the Board of Directors in reference
to amending the Articles of Incorporation, authorizing distributions, adopting
a plan of merger or other disposition of all or substantially all of the
property and assets of the corporation otherwise than in the usual and regular
course of its business, recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof, filling vacancies on
the Board of Directors or any of its committees, amending the bylaws of the
corporation, authorizing reacquisition of shares (except according to a
formula or method prescribed by the Board of Directors), or authorizing the
issuance or sale of shares or determining the designation and relative rights,
preferences, and limitations of a class or series of shares (except that the
Board of Directors may authorize a committee or a senior executive officer of
the corporation to do so within limits specifically prescribed by the Board of
Directors).
Section 3. Tenure and Qualifications.
Subject to the provisions of Section 8 of this Article, each member of the
executive committee shall hold office until the next regular meeting of the
Board of Directors following his designation.
Section 4. Meetings.
Regular meetings of the executive committee may be held without notice at such
times and places as the executive committee may fix from time to time by
resolution. Special meetings of the executive committee may be called by any
member thereof upon not less than two days' notice stating the place, date and
hour of the meeting, which notice may be written or oral, and if mailed, shall
be deemed to be delivered 5 days after deposit in the United States mail
addressed to each member of the executive committee at his business address.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of the executive committee need not state the
business proposed to be transacted at the meeting.
Section 5. Quorum.
A majority of the members of the executive committee shall constitute a quorum
for the transaction of business at any meeting thereof and action of the
executive committee must be authorized by the affirmative vote of a majority
of the members present at a meeting at which a quorum is present.
Section 6. Action Without a Meeting.
Any action required or permitted to be taken by the executive committee at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the members of the executive
committee.
Section 7. Vacancies.
Any vacancy in the executive committee may be filled by a resolution adopted
by a majority of the full Board of Directors.
Section 8. Resignations and Removal.
Any member of the executive committee may be removed at any time with or
without cause by resolution adopted by a majority of the full Board of
Directors. Any member of the executive committee may resign from the executive
committee at any time by giving written notice to the president or secretary
of the corporation, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 9. Procedure.
The executive committee shall elect a presiding officer from its members and
may fix its own rules of procedure which shall not be inconsistent with these
bylaws. It shall keep regular minutes of its proceedings and report the same
to the Board of Directors for its information at the meeting thereof held next
after the proceedings shall have been taken.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
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. 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 VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares.
Certificates representing shares of the corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be
signed by the president or vice-president and by the secretary or an assistant
secretary and if the corporation has a corporate seal, sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. Each certificate for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the 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 form 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. In any event, the transferor
shall surrender for cancellation 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.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
ARTICLE IX. 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 X. CORPORATE SEAL
The Board of Directors may provide a corporate seal, which, if provided for
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate Seal".
ARTICLE XI. 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 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-president, 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 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 XII. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director of
the corporation under the provisions of these bylaws or 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 XIII. AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be adopted
by the corporation's shareholders or by the Board of Directors (unless the
shareholders in amending or repealing a particular bylaw provide expressly
that the Board of Directors shall not amend or repeal that bylaw) at any
regular or special meeting.
Submitted and adopted by resolution of the Board of Directors effective as of
the 21st day of November, 1989.
____________________________
Clifford Rees, Secretary