EXHIBIT 3.2
BYLAWS
OF
SKYWAY ADVERTISING, INC.
TABLE OF CONTENTS
Page
ARTICLE I - Offices 1
Section 1. Principal Executive Office 1
Section 2. Registered Office 1
ARTICLE II - Meetings of Shareholders 1
Section 1. P1ace of Meeting 1
Section 2. Regular Meetings 1
Section 3. Special Meetings 2
Section 4. Notice of Meetings 3
Section 5. Record Date 4
Section 6. Quorum 4
Section 7. Voting and Proxies 4
Section 8. Action Without Meeting by Shareholders 5
ARTICLE III - Director 5
Section 1. General Powers 5
Section 2. Number, Tenure, and Qualification . . 5
Section 3. Meetings 6
Section 4. Notice of Meetings 6
Section 5. Quorum and Voting 6
Section 6. Vacancies and New1y Created
Directorships 7
Section 7. Removal of Directors 7
Section 8. Committees 8
Section 9. Action in Writing 8
Section 10. Meeting by Means of Electronic
Communication 8
ARTICLE IV - Officers 9
Section 1. Number and Qualification 9
Section 2. Term of Office 9
Section 3. Removal and Vacancies 9
Section 4. Chief Executive Officer 9
Section 5. Chief Financial Officer 10
Section 6. Chairperson of the Board 10
Section 7. President 10
Section 8. Vice Presidents 10
Section 9. Secretary 11
Section 10. Treasurer 1l
Section 11. Delegation 11
TABLE OF CONTENTS
Page
ARTICLE V - Certificates and Ownership of Shares . 11
Section 1. Certificates 11
Section 2. Transfer of Shares 12
Section 3. Ownership 12
ARTICLE VI - Contracts, Loans, Checks, and Deposits 12
Section 1. Contracts 13
Section 2. Loans 13
Section 3. Checks, Drafts, etc. 13
Section 4. Deposits 13
ARTICLE VII - Miscellaneous 13
Section 1. Dividends 13
Section 2. Reserves 13
Section 3. Fiscal Year 14
Section 4. Amendments 14
Section 5. Shareho1der Agreements 14
BYLAWS
OF
SKYWAY ADVERTISING, INC.
ARTICLE I
Offices
Section l. Registered office.
The registered office of the corporation shall be
1ocated within the State of Minnesota as set forth in
the Articles of Incorporation. The registered office need not
be identical with the principal executive office of the corporation and
may be changed from time to time by the Board of Directors.
Section 2. Other Offices. The corporation may
have other offices including its principal business office, at such p1aces
inside and outside the State of Minnesota as the Board
of Directors may determine from time to time.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meeting. All meetings of the
shareholders of this corporation shall be held at its principal executive
office unless some other place for any such meeting inside or
outside the State of Minnesota is designated by the Board of
Directors in the notice of meeting. Any regular
or special meeting of the shareholders of the corporation
called by or held pursuant to a written demand of
shareholders shall be held in the county where the principal
executive office of the corporation is located.
Section 2. Regular Meetings. Regular meetings of
the shareholders of this corporation may be held at the discretion of the
Board of Directors on an annual or less frequent periodic
basis. The date, time and place of such meetings may be designated
by the Board of Directors in the notices
of meeting. At regular meetings the shareholders shall elect a Board
of Directors and transact such
other business as may be appropriate for action by shareholders. If a regular
meeting of shareholders
has not been held for a period of fifteen (15) months, one or more shareholders
holding not less than three percent (3%) of the voting power of all shares of
the corporation entitled to vote may call a
regular meeting of shareholders by delivering to the chief executive
officer or chief financial officer a
written demand for a regular meeting. Within thirty (30) days after
the receipt of such a written demand by the chief executive officer or chief
financial officer, the Board of Directors shall
cause a regular meeting of shareholders to be called. Such a meeting shall be
held on notice no later than
ninety (90) days after the receipt of such written demand. All of the expenses
of this process shall be paid by the corporation.
Section 3. Special Meetings. Special meetings of
the shareholders, for any purpose or purposes appropriate for action by
shareholders, may be called by the chief executive officer, by
the acting chief executive officer in the absence of the chief executive
officer, by the chief financial officer,
or by two or more members of the Board of Directors. The date, time and
place of such special meeting shall be fixed by the person or persons calling
the meeting and designated in the notice
of meeting.
A special meeting may also be called by one or more shareholders
holding ten percent (10%) or more of the voting power of all shares of the
corporation entitled to vote, subject to one exception. A
special meeting for the purpose of considering any action to
directly or indirectly facilitate or
effect a
business combination, including any action to change or otherwise affect the
composition of the Board
of Directors for that purpose, when called by
shareholders, must be called by shareholders
holding twenty-five percent (25%) or more of the
voting power of all shares entitled to vote.
The shareholders calling such meetings shall deliver to the chief
executive officer or chief financial officer a written demand for a
special meeting. Such a demand shall contain the
purpose or
purposes of the meeting. Within thirty
(30) days after the;receipt of such a written demand for a
special meeting of shareholders by the chief executive officer
or chief financial officer, the Board
of Directors shall cause a special meeting of
shareholders to be called. Such a meeting shall be held
on notice no later than ninety (90) days after the receipt of such written
demand. All the expenses of this
process shall be paid by the corporation.
Business transacted at any special meeting of the shareholders shall
be limited to the
purpose or
purposes stated in the notice of the meeting. Any business transacted at any
special meeting of
the
shareholders that is not included among the stated purposes of such meeting
shall be voidable by
or on
behalf of the corporation unless al1 of the shareholders have waived notice of
the meeting.
Section 4. Notice of Meetings. Except where a
meeting of shareholders is an adjourned
meeting and the date, time, and place of such meeting were announced at the
time of adjournment,
notice of all meettngs shall be given to each shareholder of record entitled to
vote at such meeting.
Such a notice shall provide the date, time and place of the shareholder
meeting and any other
information required
by law, desired by the Board of
Directors, or requested by the person or
persons
calling the meeting.
In the case of special meetings, the purpose thereof shall be given to
each shareholder of
record
entitled to vote at such meeting.
Notice of all such special meetings shall be provided not less
than
three (3) nor more than sixty (60) days prior to the meeting date.
In the event that a plan of
merger or exchange, or the sale or other disposition of all or
substantially all of the assets of the corporation is to be
considered at a meeting of shareholders,
notice of such meeting shall be given to
every shareholder, whether or not entitled to vote, not 1ess than
fourteen (14) days prior to the date of such meeting. Such notice
shall state the purpose of such
meeting, and, where a plan of merger or
exchange is to be considered, shall include a copy or a
short description of the plan.
Notice of all meetings shall be given to each eligible shareholder
either by oral communication, by mailing a copy of the notice to an address
designated by the shareholder or to the last known
address of the shareholder, by handing a copy to the
shareholder, or by any other delivery that conforms
to law. Notice by mail shall be deemed given when
deposited in the United States mail with sufficient
postage affixed. Notice shall be deemed received when it is given.
Any shareholder may waive notice of any meeting of shareholders.
Waiver of notice shall be effective whether given before, at, or after the
meeting and whether given orally, in writing, or by
attendance. Attendance by a shareholder at a meeting
is a waiver of their entitled notice of that
meeting, subject to two exceptions. Where a
shareholder objects at the beginning of the meeting to the transaction
of business because the meeting is not lawfully called or convened
and does not participate thereafter in the meeting, a shareholder does
not waive their right to notice. Similarly, where a shareholder objects
before a vote on an item of business because the item may not lawfully
be considered at that meeting and does not participate in the
consideration of that item at the meeting, a shareholder has not waived
their right to notice.
Section 5. Record Date. For the purpose of
determining shareholders entitled to notice of
and 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 or
shareholders for any other proper purpose, the Board of Directors
of the corporation may, but need not, fix a date as the record date
for any such determination of shareholders. Such a record date,
however, shall in no event be more than sixty (60) days prior to
any such intended action or meeting.
Section 6. Quorum. The holders of a majority of the
voting power of all shares of the corporation entitled to vote at a meeting
shall constitute a quorum at a meeting of the
shareholders. Such a quorum is a prerequisite to the
shareholders taking any action other than adjournment. If a
quorum is not represented at a meeting, the holders of a majority
of the voting power present in person or by proxy may adjourn the
meeting to a date, time, and place they shall announce at the time of
adjournment. Any business that might have been transacted at the adjourned
meeting had a quorum been present, may be transacted at the meeting held
pursuant to such an adjournment, granted a quoruin is represented.
If a quorum is present when a duly called or held meeting is convened,
the shareholders present may continue to transact business until adjournment,
even though the withdrawal of a number of shareholders originally represented
leaves less than the number otherwise required for a quorum.
Section 7. Voting and Proxies. At each meeting of
the shareholders, every shareholder shall be entitled to one vote in person or
by proxy for each share of capital stock held by such
shareholder, except as may be otherwise provided in the
Articles of Incorporation or the terms of the share or
as may be required to provide for cumulative voting
(if not denied by the Articles of Incorporation). No
appointment of a proxy, however, shall be valid for any
purpose more than eleven (1l) months after the
date of its execution, unless a longer period is
expressly provided in the appointment. Every
appointment of a proxy shall be in writing
(which shall include telegraphing, cabling, or telephotographic
transmission), and shall be filed with the Secretary of the
corporation before or at the meeting at which the appointment
is to be effective. An appointment of a proxy for shares held jointly by two
or more shareholders shall be valid if signed by any one of them, unless the
secretary of the corporation receives from any one of such shareholders
written notice either denying the authority of another of such
shareholders to appoint a proxy or appointing a dif ferent proxy.
All questions regarding the qualification of voters, the validity of
appointments of proxies, and the acceptance or rejection of votes shall
be decided by the presiding officer of the meeting. The shareholders
shall take action by the affirmative vote of the holders of a majority
of the voting power of the shares present, in person or represented by
proxy, and entitled to vote, except where a different vote is required by
law, the Articles of Incorporation, or these Bylaws.
Section 8. Action Without Meeting by Shareholders.
Any action required or permitted to be
taken at a meeting of the shareholders may be taken
without a meeting by written action signed
by all of the shareholders entitled to vote on such
action. Such written action shall be effective when signed by all
of the shareholders entitled to vote thereon or at such an effective
time as specified in the written action.
ARTICLE III
Directors
Section l. General Powers. Except as authorized by
the shareholders pursuant to a shareholder control agreement or unanimous
action, the business and affairs of the corporation
shall be managed by or under the direction of its Board
of Directors. The directors may exercise all such
powers and do all such things as may be exercised or done by the
corporation, subject to the provisions of applicable law, the Articles of
Incorporation, and these Bylaws.
Section 2. Number Tenure. and Qualification. The
number of directors which shall constitute the whole Board of Directors shall
be fixed from time to time by resolution of the shareholders,
subject to increase by resolution of the Board of Directors.
In the event that the shareholders fail to fix the number
of directors, the number of directors shall be the
number provided for in the Articles of Incorporation,
subject to increase by resolution of the
Board of Directors. No decrease in the number of directors
pursuant to this section shall effect the removal
of any director then in office except upon compliance
with the provisions of Section 7 of this Article.
Each director shall be elected at a regular meeting of shareholders
except as provided in Sections 6 and 7 of this Article. Such a director
shall hold office until the next regular meeting of
shareholders and thereafter until a successor is duly
elected and qualified. If a vacancy shall occur by reason
of death, resignation, or removal from office, however,
the director's role as officer terminates immediately upon
such action. Directors shall be natural persons, but need
not be shareholders.
Section 3. Meetings. Meetings of the Board of
Directors shall be held immediately after, and at the same place as,
regular meetings of shareholders. Other meetings of the Board of Directors
may be held at such times and places as shall from time to time be
determined by the Board of Directors.
Meetings of the Board of Directors also
may be called by the chief executive officer, by the
acting chief executive officer in the absence of the
chief executive officer of by any director. In such a case,
the person or persons calling such meeting may fix the date,
time, and place thereof, either inside or
outside the State of Minnesota, and sha1l cause
notice of meeting to be given.
Section 4. Notice of Meetings. If the date, time,
and place of a meeting of the Board of Directors has been announced at a
previous meeting, no notice is required. In all other cases,
however, at 1east three (3) days' notice of the meetings of the
Board of Directors shall be given to each
director.
Such notice shall state the date and time of the meeting and any other
information required by 1aw or
desired by the person or persons calling such meeting. If notice of the
meeting is required and such notice does not state the place of the
meeting, such meeting shall be held at the principal
executive office of the corporation. Notice of meetings of the
Board of Directors shall be given to directors in the
same manner provided in these Bylaws for giving notice
to shareholders of meetings of the shareholders.
Any director may waive notice of any meeting. A waiver of notice by
a director is effective whether given before, at, or after the meeting, and
whether given orally, in writing, or by attendance.
The attendance of a director at any meeting shall constitute' a waiver of
notice of such meeting, unless
such director objects at the
beginning of the meeting to the transaction of business on grounds
that the meeting is not lawfully called or convened and does not
participate thereafter in the meeting.
Section 5. Quorum and Voting. A majority of the
directors currently holding office shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. In
the absence of a quorum, a majority of the directors present may
adjourn the meeting from time to time until
a quorum is present. If a quorum is present
when a duly called or held meeting is convened, the
directors present may continue to transact business
until adjournment, even though the withdrawal of a
number of directors originally present leaves less
than the number otherwise required for a quorum.
The Board of Directors shall take action by the affirmative vote of a
majority of the directors present at any duly held meeting, except as to any
question upon which any different vote is
required by law, the Articles of Incorporation,
or these Bylaws. A director may give advance written consent
or objection to a proposal to be acted upon at a meeting of
the Board of Directors. As 1ong as the
proposal acted upon at the meeting is
substantially the same or has substantially the same effect as the
proposal to which the director has consented or objected, such
consent or objections shall be counted as a
vote for or against the proposal and shall be
recorded in the minutes of the meeting. Such consent or
objection shall not be considered in determining the
existence of a quorum.
Section 6. Vacancies and Newly Created Directorships.
Any vacancy occurring in the Board of Directors due to death, resignation,
removal, or disqualification, may be filled by the
affirmative vote of a majority of the directors
remaining in office, even though said remaining directors be less
than a quorum. In addition, any newly created directorship
resulting from an increase in the authorized
number of directors by action of the Board of
Directors may be filled by a majority vote of the directors
serving at the time of such increase. Any vacancy or newly
created directorship may be filled by
resolution of the shareholders. Each director elected
by the Board of Directors to either fill a vacancy or a
newly created directorship shall hold office until a qualified successor is
elected by the shareholders at the next
regular or special meeting of the shareholders.
Section 7. Removal of Directors. The entire Board
of Directors or any director or directors may be removed from office, with
or without cause, at any special meeting of the shareholders
duly called for that purpose as provided in these Bylaws.
Such a removal requires an affirmative vote
of the shareholders holding a majority of the
shares entitled to vote at an election of directors. At such
meeting, without further notice, the shareholders may fill any
vacancy or vacancies created by such removal as
provided in Section 6 of this Article.
In addition, any director may be removed at any time, with or without
cause, by the other members of the Board of Directors if: (i) the director was
appointed by the board to fill a vacancy; (ii)
the shareholders have not elected directors in
the interval between the time of the appointment
and the time of removal; and (iii) a majority of the
remaining directors present affirmatively vote to
remove the director, even though said remaining directors
may be less than a quorum.
Section 8. Committees. The Board of Directors,
by a resolution approved by the affirmative vote of a majority of the
directors then holding office, may establish one or more committees of
one or more persons. Such committees shall be given the authority of
the Board of Directors in the management of the business of the
corporation to the extent provided in the initial resolution. Such
committees, however, shall at all times be subject to the direction
and control of the Board of Directors.
Committee members need not be directors and shall be
appointed by the affirmative vote of a majority of the
directors present. A majority of the members of any committee shall
constitute a quorum for the transaction of business at a meeting of
any such committee.
In other matters of procedure, the provisions of these Bylaws shall
apply to committees and the members thereof to the same extent they apply to
the Board of Directors and directors. This shall include,
without limitation, the provisions with respect to meetings and notice thereof,
absent members, written actions, and valid acts. Each committee shall keep
regular minutes of its proceedings and reportthe same
to the Board of Directors.
Section 9. Action in Writing. Any action required
or permitted to be taken at a meeting of
the Board of Directors or of a lawfully constituted committee
thereof, which requires the
approval of the
shareholders, may be taken by written action signed by all of the directors
then in office or by all of the
members of such committee, as the case may be. However, if the action does
not require shareholder approval, such action shall be effective if signed
by the number of directors or members of such committee that would be
required to take the same action at a meeting at'which all directors or
committee members were present. If any 'written action is taken by less
than all directors or members, all directors
or members shall be notified immediately of its text and
effective date. The failure to provide such
notice, however, shall not invalidate such written action. A director who does
not sign or consent to the written action has no liability for the action or
actions taken thereby.
Section 10. Meeting by Means of Electronic
Communication. Members of the Board of Directors of the corporation, or
any committee designated by such Board, may participate in a
meeting ofsuch Board or committee by means of conference telephone
or similar means of communicationby which all persons participating
in the meeting can simultaneously hear each other. Such participation in
a meeting pursuant to this Section shall constitute presence in person at
such meeting. Meetings held pursuant to this Section, however, are still
subject to the notice, quorum, and voting requirements
as
provided in Sections 4 and 5 of this Article.
ARTICLE IV
Officers
Section 1. Number and Qualification. The officers of
the corporation shall consist of one or more natural persons elected by the
Board of Directors exercising the functions of the offices, however
designated, of chief executive officer and chief financial officer. The
Board of Directors may also appoint such other officers and assistant
officers as it may deem necessary. Except as provided in these Bylaws,
the Board of Directors shall fix the powers, duties, and compensation of
all officers. Officers may be, but need not be, directors of the
corporation. Any number of offices may be held by the same person.
Section 2. Term of Office. An officer shall hold
office until a successor shall have been duly elected, unless prior thereto
such officer shall have resigned or been removed from
office as hereinafter provided.
Section 3. Removal and Vacancies. Any officer or
agent elected or appointed by the Board of Directors shall hold office at
the pleasure of the Board of Directors and may be
removed, with or without cause, at any time by the vote of a majority of the
Board of Directors. Any vacancy in an office of the corporation shall be
filled by action of the Board of Directors.
Section 4. Chief Executive Officer. Unless provided
otherwise by a resolution adopted by the Board of Directors, the chief
executive officer shall have general active management of the busir;ess
of the corporation, in the absence of the Chairperson of the Board
or if the office of Chairperson of the Board is vacant, shall preside
at meetings of the shareholders and Board of Directors, shall see that
all orders and resolutions of the Board of Directors are carried into
effect, shall sign and deliver in the name of the corporation any
deeds, mortgages, bonds, contracts, or other instruments pertaining
to the business of the corporation, except in cases in which the
authority to sign and deliver is required by law to be
exercised by another person or is expressly delegated by the
Articles of incorporation, these Bylaws, or the Board of Directors
to some other officer or agent of the corporation, may maintain records
of and certify proceedings of the Board of Directors and shareholders, and
shall perform such other duties as may from time to time be prescribed by
the Board of Directors.
Section 5. Chief Financial Officer. Unless
provided otherwise by a resolution adopted by the Board of Directors,
the chief financial officer shall keep accurate financial records for
the corporation, shall deposit all monies, drafts, and checks in the
name of and to the credit of the corporation in such banks and
depositories as the Board of Directors shall designate from time
to time, shall endorse for deposit all notes, checks, and drafts received by
the corporation as ordered by the Board of Directors, making proper vouchers
therefor, shall disburse corporate funds and issue checks and drafts in
the name of the corporation as ordered by'the Board of Directors, shall
render to the chief executive officer and the Board of Directors, whenever
requested, an account of all such officer's transactions as chief financial
officer and of the financial condition of the corporation, and shall perform
such other duties as may be prescribed by the Board of DirectorS or the
chief executive officer from time to time.
Section 6. Chairperson of the Board. The Board of
Directors may elect a chairperson of the Board who, if elected, shall unless
otherwise provided by the Board of Directors, preside at all
meetings of the shareholders and of the Board of Directors and shall
perform such other duties as may be prescribed by the Board of Directors
from time to time.
Section 7. President. Unless otherwise determined
by the Board of Directors, the President shall be the chief executive officer
of the corporation. If an officer other than the President is designated
chief executive officer, the President, if any, shall have such powers and
perform such duties as the Board of Directors or the chief executive officer
may prescribe from time to time.
Section 8. Vice Presidents. The Vice President, if
any, or Vice Presidents in case there be more than one, shall have such powers
and perform such duties as the chief executive officer or the Board of
Directors may prescribe from time to time. in the absence of the President
or in the event of the president's 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 by the Board of
Directors, or, in the absence of any designation, 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 of the restrictions upon the President.
Section 9. S ecretary. The Secretary shall attend all
meetings of the Board of Directors and of the shareholders and shall maintain
records of, and whenever necessary, certify all proceedings of
the Board of Directors and of the shareholders. The Secretary shall keep
the stock books of the corporation, when so directed by the Board of
Directors or other person or persons authorized to call such meetings,
shall give or cause to be given notice of meetings of the shareholders and of
meetings of the Board of Directors, and shall also perform such other duties
and have such other powers as the chief executive officer or the Board of
Directors may prescribe from time to time.
Section l0. Treasurer. Unless otherwise determined
by the Board of Directors, the Treasurer shall be the chief financial officer
of the corporation. If an officer other than the Treasurer is designated
chief financial officer, the Treasurer, if any, shall have such powers and
perform such duties as the chief executive officer or the Board of Directors
may prescribe from time to time.
Section 11. Delegation. Unless prohibited by a
resolution approved by the affirmative vote of a majority of the directors
present, an officer elected or appointed by the Board of Directors may
delegate in writing some or all of the duties and powers of such person's
office to other persons.
ARTICLE V
Certificates and Ownership of Shares
Section 1. Certificates. All shares of the
corporation shall be represented by certificates.
Each certificate shall contain on its face (a) the name of the corporation,
(b) a statement that the corporation is incorporated under the laws of the State
of Minnesota, (c) the name of the person to whom it is issued, and (d) the
number and class of shares, and the designation of the series, if any,
that the certificate represents. Certificates shall also contain any
other informatiqn required by law or desired by the Board of Directors, and
shall be in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the chief executive officer, by
the chief financial officer, or, unless otherwise limited by resolution of the
Board of Directors, by any other officer of the corporation. If a certificate
is signed (l) by a transfer agent or an assistant transfer agent or (2) by
a transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such officer
ofthe corporation may be a facsimile. If a person signs or has a facsimile
signature placed upon a certificate while an officer, transfer agent, or
registrar of a corporation, the certificate may be
issued by the corporation, even if the person has ceased to have
that capacity before the certificate is issued, with the same
effect as if the person had that capacity at the date of its issue. 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 or the transfer agent
for transfer shall be cancelled, and no new certificate shall be issued until
the former certificate for a like number of shares shall have been surrendered
and cancelled, 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. The 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 such holder's legal
representative, who shall furnish proper evidence of authority to transfer,
or by such holder's attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, and on surrender
of such shares to the corporation or the transfer agent of the corporation.
Section 3. Ownership. Except as otherwise provided
in this Section, 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. The Board of Directors, however, by a resolution
approved by the affirmative vote of a majority of directors then in
office, may establish a procedure whereby a shareholder may certify in
writing to the corporation that all or a portion of the shares registered
in the name of such shareholder are held for the account of one or
more beneficial owners. Upon receipt by the corporation of the writing,
the persons specified as beneficial owners, rather than the actual
shareholder, shall be deemed the shareholders for such purposes as are
permitted by the resolution of the Board of Directors and are specified in
the writing.
ARTICLE VI
Contracts. Loans. Checks, and Deposits
Section 1. Contracts. The Board of Directors may
authorize such officers or agents as they shall designate to enter into
contracts or execute and deliver instruments in the name of and on behalf of
the corporation, and such authority may be general or confined to specific
instances.
Section 2. Loans. The corporation shall not lend
money to, guarantee the obligation of, become a surety for, or otherwise
financially assist any person unless the transaction, or class of
transactions to which the transaction belongs, has been approved by the
affirmative vote of a majority of directors present, and (a) is in the
usual and regular course of business of the corporation, (b) is with, or
for the benefit of, a related corporation, an organization in which the
corporation has a financial interest, an organization with which the
corporation has a bus'iness relationship, or an organization to which
the corporation has the power to make donations, (c) is with, or for
the benefit of, an officer or other employee of the
corporation or a subsidiary, including an officer or
employee who is a director of the corporation or a subsidiary, and
may reasonably be expected, in the judgment of the Board of Directors,
to benefit the corporation, or (d) has been approved by the affirmative
vote of the holders of two-thirds of the outstanding shares, including
both voting and nonvoting shares.
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
officers or agents of the corporation as shall be designated and in such
manner as shall be determined from time to time by resolution of the Board
of Directors.
Section 4. Deposits. All funds of the corporation
not otherwise employed shallbe deposited from time to time to the credit of
the corporation in such banks or other financial institutions as the Board
of Directors may select.
ARTICLE VII
Miscellaneous
Section 1. Dividends. The Board of Directors from
time to time may declare, and the corporation may pay, dividends on its
outstanding shares in the manner and upon the terms and conditions provided
by law.
Section 2. Reserves. There may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
Board of Directors from time to time, in its absolute discretion, deems
proper as a reserve or reserves to meet contingencies, for equalizing
dividends, for repairing or maintaining any property of the corporation,
for the purchase of additional property, or for such other purpose as the
directors shall deem to be consistent with the interests of the corporation.
The Board of Directors may modify or abolish any such reserve.
Section 3. Fiscal Year. The fiscal year of the
corporation shall be such twelve-month period as is set by a resolution of
the Board of Directors, provided, however, that the first fiscal year of the
corporation may be a shorter period if permitted by law and set by a
resolution of the Board of Directors.
Section 4. Amendments. Except as limited by the
Articles of Incorporation, these Bylaws may be altered or amended by the
Board of Directors at any meeting of directors to the full extent permitted
by law, subject, however, to the power of the shareholders of this
corporation to alter or repeal such Bylaws.
Section 5. Shareholder Agreements. In the event of
any conflict or inconsistency between these Bylaws, or any amendment thereto,
and the terms of any shareholder control agreement as defined in Minnesota
Statutes Section 302A.457, whenever adopted, the terms of
such shareholder control agreement shall control.
* * * * *
The undersigned, Secretary of Skyway Advertising, Inc., a Minnesota
corporation, does hereby certify that the foregoing Bylaws are the Bylaws
adopted for the corporation by its Board of Directors by unanimous written
consent dated the 9th day of March 1993.
/s/ Robert H. Blank
Secretary
AMENDMENT NO. 1 TO BYLAWS
OF
SKYWAY ADVERTISING, INC.
By resolution duly adopted by the Board of Directors of Skyway
Advertising, Inc. by written action effective as of the 5th day of May,
1993, and consented to by all shareholders, the Bylaws of the corporation
were amended to include a new Article VIII which reads as follows:
ARTICLE VIII
Restriction of Transfer of Shares
Section 1. Coroorate and Shareholder Option. No voluntary or
involuntary transfer of shares of the common stock of the corporation or
securities convertible into common stock of the corporation, including any
gift or bequest, shall be made nor any sale or assignment thereof be
valid unless such shares or securities shall have first been offered in
writing to the corporation and second to the shareholders of the
corporation. The corporationshall have the right to purchase the
same within ten (10) days of receipt of notice of such
transfer, sale, or assignment as follows: (1) in the case
of a proposed sale, upon the same terms and conditions of any such
proposed sale; or (2) in the case of all other proposed
transfers or assignments, at the fair market value of such shares or securities
on the last day of the calendar month immediately preceding the date of
notice of such transfer, sale, or assignment. The fair market value
will be determined by mutual agreement of the transferring
shareholder and party or parties exercising the option; provided, however, that
if no mutual agreement can be reached, then the fair market value will be
determined by appraisal. Thecost of such appraisal will be borne equally by
the transferring shareholder and any optionees exercising the option. If the
corporation does not exercise its option within the aforesaid ten
(10) day period, the shareholders shall have an additional five (5) days
in which to purchase such shares or securities, on a pro rata basis,
upon the same terms and conditions as the
corporation. Notwithstanding anything herein to the contrary, to the extent
that an agreement has been entered into between the corporation
and the transferring shareholder which governs the purchase of such shares,
such agreement shall govern the terms and conditions thereof of
any such purchase.
Section 2. Renewal of Notice. Any transfer, sale, or assig:nment to
be made after the expiration of the aforesaid option period must be made upon
the same terms and conditions contained in the original notice of transfer to
the corporation and within an additional five (5) days after the
expirationthereof; otherwise, the transferring shareholder
must again offer the shares first to the corporation and second to the
corporation's shareholders as provided in Section 8.1 hereof.
Section 3. Exercise of Option. The corporation or the shareholders,
whichever is applicable, may exercise the option herein granted by depositing
within the prescribed option period, in cash, tee full purchase price with any
national or state chartered bank in Minneapolis, Minnesota. Within the
prescribed option period, the corporation or the shareholders exercising
the option shall give notice thereof to the transferring shareholder, or
the representative of such shareholder, as the case may be, by depositing
written notice in the United States mail addressed to
the last known address of such shareholder or representative. The bank
designated to hold the funds shall disburse them to the person entitled to
them upon the surrender of the certificate or certificates of the shares or
securities properly endorsed, plus the release in full by such person for
all claims he may have against the corporation on account of ownership of the
common stock or securities.
Section 4. Termination of Corporate and Shareholder Option. The
corporate and shareholder option described in this Article VIII shall
terminate:
(a) Upon the first sale of the corporation's common stock to
the public pursuant to either a registration statement filed with, and declared
effective by, the Securities and Exchange Commission or a registration with a
state securities commission; or
(b) Upon action of a majority of the total number of
the members of the Board of Directors terminating the option.
Section 5. Endorsement on Stock Certificates. An endorsement in
language substantially as follows shall be placed on each certificate of stock
or securities issued by the corporation:
"This certificate is subject to the stock transfer restrictions
contained in Article VIII of the Bylaws, which Bylaws are available for
inspection at the registered office of the corporation."
Except for the amendment described herein, the Bylaws of the
corporation remain unchanged.
I, Robert H. Blank, Secretary of Skyway Advertising, Inc., hereby
certify that this amendment to the Bylaws was adopted by the Board of
Directors of the corporation to be effective as of the 5th day of
Nov., 1993.
Robert H. B1ank, Secretary