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EXHIBIT 3ii
BY-LAWS
OF
HON INDUSTRIES Inc.
Adopted on September 7, 1960.
Amended on April 23, 1964, April 28, 1966, August 13, 1969, April 15, 1970,
February 12, 1976, July 23, 1976, January 11, 1977, February 13, 1977,
April 18, 1977, July 28, 1977, July 29, 1977, October 27, 1977,
February 27, 1978, February 19, 1979, August 1, 1979, March 3, 1980,
April 30, 1980, October 29, 1980, August 3, 1982, January 31, 1983,
October 31, 1983, October 30, 1984, February 5, 1985, May 6, 1985,
February 4, 1986, August 5, 1986, February 15, 1988,
July 7, 1988, March 13, 1990, February 11, 1991, April 29, 1991,
July 29, 1991, May 5, 1992, November 2, 1992, May 11, 1993, February 14, 1994,
May 10, 1994, November 13, 1995, May 14, 1996, May 12, 1997,
March 4, 1998, July 29, 1998, November 10, 2000, November 7, 2002 and
February 12, 2003
ARTICLE 1. OFFICES AND PLACES OF BUSINESS
SECTION 1.01. PRINCIPAL PLACE OF BUSINESS. The principal place of business
of the Corporation shall be located in such place, within or without the State
of Iowa, as shall be fixed by or pursuant to authority granted by the Board of
Directors from time to time.
SECTION 1.02. 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, the same as its principal place of business. The
registered office may be changed from time to time by the Board of Directors as
provided by law.
SECTION 1.03. OTHER PLACES. The Corporation may conduct its business, carry
on its operations, have offices, carry out any or all of its purposes, and
exercise any or all of its powers anywhere in the world, within or without the
State of Iowa.
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ARTICLE 2. SHAREHOLDERS
SECTION 2.01. ANNUAL MEETING. The annual meeting of the shareholders shall
be held in each year at such time and place as shall be fixed by the Board of
Directors or by the Chairman of the Board of Directors; provided, however, that
the annual meeting shall not be scheduled on a legal holiday in the state where
held. Any previously scheduled annual meeting may be postponed by resolution of
the Board of Directors and on public notice given prior to the date previously
scheduled for such annual meeting. At the annual meeting, the shareholders shall
elect Directors as provided in Section 3.02 and may conduct any other business
properly brought before the meeting. (As amended 4/23/64, 8/1/79, 10/31/83, and
4/29/91.)
SECTION 2.02. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, may be called, and the time and place thereof fixed by
the Board of Directors or by the holders of not less than one-tenth of the
outstanding shares entitled to vote at the meeting. Business conducted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice of the meeting. Any previously scheduled special meeting of shareholders
may be postponed by resolution of the Board of Directors and public notice given
prior to the date previously scheduled for such special meeting of shareholders.
(As amended 4/23/64, 8/1/79, and 4/29/91.)
SECTION 2.03. PLACE OF SHAREHOLDERS' MEETINGS. Any annual meeting or
special meeting of shareholders may be held at any place, either within or
without the State of Iowa. The place of each meeting of shareholders shall be
fixed as provided in these By-laws, or by a waiver or waivers of notice fixing
the place of such meeting and signed by all shareholders entitled to vote at
such meeting. If no designation is made of the place of a meeting of
shareholders, the place of meeting shall be the registered office of the
Corporation in the State of Iowa.
SECTION 2.04. NOTICE OF SHAREHOLDERS' 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 days (unless a longer period shall be required by
law) nor more than sixty 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. (As amended 4/29/91.)
SECTION 2.05. CLOSING OF TRANSFER BOOKS; 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 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, seventy 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
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shall be closed for at least fifteen 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 seventy days and, in case of a meeting
of shareholders, not less than fifteen days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the Board of Directors does not provide that the stock transfer books shall
be closed and does not fix a record date 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 record date for such
determination of shareholders shall be seventy days prior to the date fixed for
such meeting or seventy days prior to the date of payment of such dividend, as
the case may be. When any record date is fixed for any determination of
shareholders such determination of shareholders shall be made as of the close of
business on the record date. 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. (As amended 4/30/80,
8/3/82 and 4/29/91.)
SECTION 2.06. VOTING LIST. 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 books 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. Failure to comply with the requirements of
this Section shall not affect the validity of any action taken at such meeting.
(As amended 4/29/91.)
SECTION 2.07. QUORUM OF SHAREHOLDERS. Except as otherwise expressly
provided by the Articles of Incorporation or these By-laws, a majority of the
outstanding common shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of shareholders.
SECTION 2.08. ADJOURNED MEETINGS. Any meeting of shareholders may be
adjourned from time to time and to any place, without further notice, by the
chairman of the meeting or by the affirmative vote of the holders of a majority
of the outstanding common shares entitled to vote and represented at the
meeting, even if less than a quorum. At any adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified. (As amended 4/29/91.)
SECTION 2.09. VOTE REQUIRED FOR ACTION. The vote required for the adoption
of any motion or resolution or the taking of any action at any meeting of
shareholders shall be as provided in the Articles of Incorporation. However,
action may be taken on the following procedural matters by the affirmative vote
of the holders of a majority of the outstanding
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common shares entitled to vote and represented at the meeting, even if less than
a quorum: election or appointment of a Chairman or temporary Secretary of the
meeting (if necessary), or adoption of any motion to adjourn or recess the
meeting or any proper amendment of any such motion. Whenever the minutes of any
meeting of shareholders shall state that any motion or resolution was adopted or
that any action was taken at such meeting of shareholders, such minutes shall be
prima facie evidence that such motion or resolution was duly adopted or that
such action was duly taken by the required vote, and such minutes need not state
the number of shares voted for and against such motion, resolution, or action.
SECTION 2.10. PROXIES. At all meetings of shareholders, a shareholder
entitled to vote may vote either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney in fact. Each such proxy
shall be filed with the Secretary of the Corporation or the person acting as
Secretary of the meeting, before or during the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.
SECTION 2.11. SHAREHOLDERS' VOTING RIGHTS. Each outstanding share entitled
to vote shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except as otherwise provided in the Articles of
Incorporation. Voting rights for the election of Directors shall be as provided
in Section 3.02 and in the Articles of Incorporation. (As amended 2/12/76.)
SECTION 2.12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the By-laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
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.
Treasury shares shall not be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.
SECTION 2.13. ORGANIZATION. The Chairman of the Board of Directors or the
Vice-Chairman or the President or a Vice-President, as provided in these
By-laws, shall preside at each meeting of shareholders; but if the Chairman of
the Board of Directors, the Vice-Chairman, the President, and each
Vice-President shall be absent or refuse to act, the shareholders may elect or
appoint a Chairman to preside at the meeting. The Secretary or an Assistant
Secretary, as provided in these By-laws, shall act as Secretary of each meeting
of shareholders; but if the Secretary and each Assistant Secretary shall be
absent or refuse to act, the
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shareholders may elect or appoint a temporary Secretary to act as Secretary of
the meeting. (As amended 4/23/64 and 8/1/79.)
SECTION 2.14. WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice
whatsoever is required to be given to any shareholder of the Corporation under
any provision of law or the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether signed before or after the time of the meeting or event of which notice
is required, shall be deemed equivalent to the giving of such notice. Neither
the business to be conducted at, nor the purpose of, any annual or special
meeting of shareholders need be specified in any waiver of notice of such
meeting. The attendance of any shareholder, in person or by proxy, at any
meeting of shareholders shall constitute a waiver by such shareholder of any
notice of such meeting to which such shareholder would otherwise be entitled,
and shall constitute consent by such shareholder to the place, day, and hour of
such meeting and all business which may be conducted at such meeting, unless
such shareholder attends such meeting and objects at such meeting to any
business conducted because the meeting is not lawfully called or convened. (As
amended 4/29/91.)
SECTION 2.15. POSTPONEMENT OF SHAREHOLDERS' MEETINGS. Any meeting of the
shareholders may be postponed prior to the record date by the Board of Directors
or by the Chairman. Written or printed notice of the postponement shall be
delivered not less than 10 days nor more than 60 days before the date set for
the meeting, either personally or by mail to each shareholder of record entitled
to vote. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his or her address as
it appears on the stock transfer books of the Corporation, with postage thereon
prepaid. (As adopted 2/11/91.)
SECTION 2.16. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(a) ANNUAL MEETING OF SHAREHOLDERS.
(1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (i) pursuant to
the Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) by any shareholder of the Corporation who was a shareholder
of record at the time of giving of notice provided for in this By-law, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-law.
(2) For nominations or other business to be properly brought before
an annual meeting by a shareholder pursuant to Subsection 2.15(a)(1)(iii), the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not less than
sixty days nor more than ninety days prior to the first anniversary of the
preceding year's annual meeting of shareholders; provided, however, that, if the
date of the annual meeting is advanced by more than thirty days or delayed by
more than sixty days from such anniversary date, notice by the shareholder, to
be timely, must be so delivered not earlier
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than ninety days prior to such annual meeting and not later than the close of
business on the later of the sixtieth day prior to such annual meeting or the
tenth day following the date on which public announcement of the date of such
meeting is first made. Such shareholder's notice shall set forth:
(i) as to each person whom the shareholder proposes to nominate
for election or reelection as a Director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected;
(ii) as to any other business that the shareholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting, and any material interest of such shareholder in such business and the
beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to
the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, the name and address of such
shareholder and of such beneficial owner as they appear on the Corporation's
books, and the class and number of shares of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of Subsection
2.15(a)(2) to the contrary, if the number of Directors to be elected to the
Board of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all the nominees for Director or
specifying the size of the increased Board of Directors at least seventy days
prior to the first anniversary of the preceding year's annual meeting of
shareholders, a shareholder's notice required by this By-law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it is delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
tenth day following the date on which such public announcement is first made by
the Corporation.
(b) SPECIAL MEETINGS OF SHAREHOLDERS. Nominations of persons for election
to the Board of Directors may be made at a special meeting of shareholders at
which Directors are to be elected pursuant to the Corporation's notice of
meeting (1) by or at the direction of the Board of Directors or (2) by any
shareholder of the Corporation who was a shareholder of record at the time of
giving of notice provided for in this By-law, who is entitled to vote at the
meeting, and who complies with the notice procedures set forth in this By-law.
Nominations by shareholders of persons for election to the Board of Directors
may be made at such a special meeting of shareholders if the shareholder's
notice required by Subsection 2.15(a)(2) is delivered to the Secretary at the
principal executive offices of the Corporation no earlier than ninety days prior
to such special meeting and not later than the close of business on the later of
the sixtieth day prior to such special meeting or the tenth day following the
date on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors
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to be elected at such meeting.
(c) APPOINTMENT OF INSPECTORS. The Chairman shall appoint one or more
inspectors to act at a meeting of Shareholders and make a written report of the
inspectors' determinations. Each inspector shall sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of the inspector's ability. The inspector or inspectors shall: (1)
ascertain the number of shares outstanding and the voting power of each, (2)
determine the shares represented at the meeting, (3) determine the validity of
proxies and ballots, (4) count all votes, and (5) determine the results. (As
adopted 2/12/03.)
(d) GENERAL.
(1) Only persons who are nominated in accordance with the procedures
set forth in this By-law shall be eligible to serve as Directors, and only such
business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in these
By-laws. Except as otherwise provided by law, the Articles of Incorporation, or
the By-laws of the Corporation, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in these By-laws and, if any proposed nomination or business is not in
compliance with these By-laws, to declare that such defective proposal or
nomination shall be disregarded. (As adopted 2/12/03).
(2) The Chairman shall determine the order of business for the
meeting and Shall have the authority to establish rules for the conduct of the
meeting. Such rules and the conduct of any meeting of shareholders shall be fair
to the shareholders. When elections are conducted at the meeting, the Chairman
shall announce the meeting when the polls close for each matter upon which a
vote is taken; if no such announcement is made, the polls will be deemed to have
closed at the final adjournment of the meeting. No ballots, proxies, votes or
revocations or changes to any ballots, proxies or votes will be accepted after
the polls have closed. (As adopted 2/12/03.)
(3) For purposes of this By-law, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press, or comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14, or 15(d) of the Exchange Act.
(4) Notwithstanding the foregoing provisions of this By-law, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-law. Nothing in this By-law shall be deemed to affect any
rights of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act. (As adopted
4/19/91.)
ARTICLE 3. BOARD OF DIRECTORS
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SECTION 3.01. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors may exercise
all such powers of the Corporation and may do all such lawful acts and things as
are not by law or the Articles of Incorporation or these By-laws expressly
required to be exercised or done by the shareholders.
SECTION 3.02. ELECTION OF DIRECTORS. Subject to the Articles of
Incorporation, the common shareholders shall elect one class of Directors at
each annual meeting of shareholders. At each election of Directors, each common
shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of common shares owned by him and entitled to vote, for as
many persons as the number of the class to be elected. Cumulative voting shall
not be permitted. The election of Directors may be conducted by written ballot,
but need not be conducted by written ballot unless required by a rule or motion
adopted by the shareholders. (As amended 2/12/76.)
SECTION 3.03. NUMBER, TERMS, CLASSIFICATION, AND QUALIFICATIONS. Subject to
the Articles of Incorporation:
(a) The number of Directors shall be thirteen. (As amended 10/29/80,
1/31/83, 2/5/85, 8/5/86, 3/13/90, 5/5/92, 11/2/92, 5/11/93, 2/14/94, 5/10/94,
11/13/95, 5/14/96, 3/4/98, 7/29/98, 11/7/02 and 2/12/03.)
(b) The Directors shall be divided into three classes, each of which shall
be as nearly equal in number as possible. The term of office of one class shall
expire in each year. At each annual meeting of the shareholders a number of
Directors equal to the number of the class whose term expires at the annual
meeting shall be elected for a term ending when Directors are elected at the
third succeeding annual meeting. Section 6.03 of the Articles of Incorporation
shall apply if there is a failure in any one or more years to elect one or more
Directors or to elect any class of Directors. (As amended 2/4/86.)
(c) The number of Directors may be increased or decreased from time to
time by amendment of this Section, but no decrease shall have the effect of
shortening the term of any incumbent Director. Any new Directorships shall be
assigned to classes, and any decrease in the number of Directors shall be
scheduled, in such a manner that the three classes of Directors shall be as
nearly equal in number as possible.
(d) The term of each Director shall begin at the time of his election.
Unless sooner removed as provided in the Articles of Incorporation or elected to
fill a vacancy with a shorter unexpired term pursuant to Section 3.04, each
Director shall serve for a term ending when Directors are elected at the third
succeeding annual meeting of shareholders.
However, any Director may resign at any time by delivering his written
resignation to the Chairman, Vice-Chairman, President, or Secretary of the
Corporation. The resignation shall take effect immediately upon delivery, unless
it states a later effective date. (As amended 8/1/79.)
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(e) Directors need not be residents of the State of Iowa or shareholders
of the Corporation. (As amended 4/23/64, 4/15/70, 2/12/76, 7/23/76, 1/11/77,
4/18/77, 7/28/77, 7/29/77, 2/27/78, and 2/4/86.)
SECTION 3.04. VACANCIES IN BOARD. Any vacancy occurring in the Board of
Directors for any reason, 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
(notwithstanding Sections 3.09 and 3.11). Except as otherwise provided in
Section 6.03 of the Articles of Incorporation, a Director elected as provided in
this Section shall be elected for the unexpired term of his predecessor in
office or the unexpired term of the class of Directors to which his new
Directorship is assigned. However, if a Director is elected to fill a vacancy
caused by the resignation of a predecessor whose resignation has not yet become
effective, the new Director's term shall begin when his predecessor's
resignation becomes effective. (As amended 4/23/64 and 2/12/76.)
SECTION 3.05. REGULAR MEETINGS. A regular meeting of the Board of Directors
may be held without notice other than this Section, promptly after and at the
same place as each annual meeting of shareholders. Other regular meetings of the
Board of Directors may be held at such time and at such places as shall be fixed
by (or pursuant to authority granted by) resolution or motion adopted by the
Board of Directors from time to time, without notice other than such resolution
or motion. However, unless both the time and place of a regular meeting shall be
fixed by the Board of Directors, notice of such meeting shall be given as
provided in Section 3.08.
SECTION 3.06. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called, and the time and place thereof fixed, by the Chairman of the
Board of Directors or the Vice-Chairman or the President or the Secretary or by
a majority of the Directors then in office. (As amended 4/23/64 and 8/1/79.)
SECTION 3.07. PLACE OF MEETINGS. Any regular meeting or special meeting of
the Board of Directors may be held at any place, either within or without the
State of Iowa. The place of each meeting of the Board of Directors shall be
fixed as provided in these By-laws, or by waiver or waivers of notice fixing the
place of such meeting and signed by all Directors then in office. If no
designation is made of the place of a meeting of the Board of Directors, the
place of meeting shall be the registered office of the Corporation in the State
of Iowa.
SECTION 3.08. NOTICE OF SPECIAL MEETINGS. Written or printed notice stating
the place, day, and hour of a special meeting of the Board of Directors shall be
delivered before the time of the meeting, either personally or by mail or by
telegram, 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 Director at
his address as it appears on the records of the Corporation, with postage
thereon prepaid. If given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company, addressed to
the Director at his address as it appears on the records of the
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Corporation. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice of such
meeting. (As amended 7/7/88.)
SECTION 3.09. QUORUM. Except as otherwise expressly provided by the
Articles of Incorporation or these By-laws, a majority of the number of
Directors fixed by these By-laws shall constitute a quorum at any meeting of the
Board of Directors.
SECTION 3.10. ADJOURNED MEETINGS. Any meeting of the Board of Directors may
be adjourned from time to time and to any place, without further notice, by the
affirmative vote of a majority of the Directors present at the meeting, even if
less than a quorum. At any adjourned meeting at which a quorum shall be present,
any business may be conducted which might have been transacted at the meeting as
originally notified. (As amended 4/29/91.)
SECTION 3.11. VOTE REQUIRED FOR ACTION. Except as otherwise provided in
these By-laws, the affirmative vote of a majority of the number of Directors
fixed by these By-laws shall be required for and shall be sufficient for the
adoption of any motion or resolution or the taking of any action at any meeting
of the Board of Directors. However, the following actions may be taken by the
affirmative vote of a majority of the Directors present at the meeting, even if
less than a quorum: election or appointment of a Chairman or temporary Secretary
of the meeting (if necessary), or adoption of any motion to adjourn or recess
the meeting or any proper amendment of any such motion. Whenever the minutes of
any meeting of the Board of Directors shall state that any motion or resolution
was adopted or that any action was taken at such meeting of the Board of
Directors, such minutes shall be prima facie evidence that such motion or
resolution was duly adopted or that such action was duly taken by the required
vote, and such minutes need not state the number of Directors voting for and
against such motion, resolution, or action.
SECTION 3.12. VOTING. Each Director (including, without limiting the
generality of the foregoing, any Director who is also an officer of the
Corporation and any Director presiding at a meeting) may vote on any question at
any meeting of the Board of Directors, except as otherwise expressly provided in
these By-laws. (As amended 4/23/64.)
SECTION 3.13. ORGANIZATION. The Chairman of the Board of Directors or the
Vice-Chairman or the President or a Vice-President, as provided in these
By-laws, shall preside at each meeting of the Board of Directors; but if the
Chairman of the Board of Directors, the Vice-Chairman, the President, and each
Vice-President shall be absent or refuse to act, the Board of Directors may
elect or appoint a Chairman to preside at the meeting. The Secretary or an
Assistant Secretary, as provided in these By-laws, shall act as Secretary of
each meeting of the Board of Directors; but if the Secretary and each Assistant
Secretary shall be absent or refuse to act, the Board of Directors may elect or
appoint a temporary Secretary to act as Secretary of the meeting. (As amended
4/23/64 and 8/1/79.)
SECTION 3.14. RULES AND ORDER OF BUSINESS. The Board of Directors may adopt
such rules and regulations, not inconsistent with applicable law or the Articles
of Incorporation or
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these By-laws, as the Board of Directors deems advisable for the conduct of its
meetings. Except as otherwise expressly required by law or the Articles of
Incorporation or these By-laws or such rules or regulations, meetings of the
Board of Directors shall be conducted in accordance with Robert's Rules of
Order, Revised (as further revised from time to time). Unless otherwise
determined by the Board of Directors, the order of business at the first meeting
of the Board of Directors held after each annual meeting of shareholders, and at
other meetings of the Board of Directors to the extent applicable, shall be as
follows:
(1) Roll call or other determination of attendance and quorum.
(2) Proof of notice of meeting.
(3) Reading and action upon minutes of preceding meeting and any
other unapproved minutes.
(4) Report of President.
(5) Reports of other officers and committees.
(6) Election of officers.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at any meeting unless (a) specific and timely
objection is made at the meeting and (b) the person complaining thereto sustains
direct and material damage by reason of such failure.
SECTION 3.15. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors or a committee thereof 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 3.16. WAIVER OF NOTICE BY DIRECTORS. Whenever any notice whatsoever
is required to be given to any Director of the Corporation under any provision
of law or the Articles of Incorporation or these By-laws, a waiver thereof in
writing signed by the Director or Directors entitled to such notice, whether
signed before or after the time of the meeting or event of which notice is
required, shall be deemed equivalent to the giving of such notice. Neither the
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business to be transacted at, nor the purpose of, any meeting of the Board of
Directors need be specified in any waiver of notice of such meeting. The
attendance of any Director at any meeting of the Board of Directors shall
constitute a waiver by such Director of any notice of such meeting to which such
Director would otherwise be entitled, and shall constitute consent by such
Director to the place, day, and hour of such meeting and all business which may
be conducted at such meeting, unless such Director attends such meeting and
objects at such meeting to any business conducted because the meeting is not
lawfully called or convened. (As amended 4/29/91.)
SECTION 3.17. INFORMAL ACTION BY DIRECTORS. Any action required by law or
the Articles of Incorporation or these By-laws to be taken by vote of or at a
meeting of the Board of Directors, or any action which may or could be taken at
a meeting of the Board of Directors (or of a committee of 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 then in office (or all of the
members of such committee, as the case may be). Such consent shall have the same
force and effect as unanimous vote. The signing by each such Director (or by
each member of such committee) of any one of several duplicate originals or
copies of the instrument evidencing such consent shall be sufficient. The
written instrument or instruments evidencing such consent shall be filed with
the Secretary, and shall be kept by the Secretary as part of the minutes of the
Corporation. Such action shall be deemed taken on the date of such written
instrument or instruments as stated therein, or on the date of such filing with
the Secretary, whichever of such two dates occurs first. (As amended 4/23/64.)
SECTION 3.18. COMMITTEES. The Board of Directors, by resolution adopted by
the affirmative vote of a majority of the number of Directors fixed by Section
3.03, may designate one or more committees (including, without limiting the
generality of the foregoing, an Executive Committee). Each committee shall
consist of two or more Directors elected or appointed by the Board of Directors.
To the extent provided in such resolution as initially adopted and as thereafter
supplemented or amended by further resolution adopted by a like vote, any such
committee shall have and may exercise, when the Board of Directors is not in
session, all the authority and powers of the Board of Directors. However, no
committee shall have or exercise any authority prohibited by law.
No member of any committee shall continue to be a member thereof after he ceases
to be a Director of the Corporation.
Unless otherwise ordered by the Board of Directors, the affirmative vote or
consent in writing of all members of a committee shall be required for the
adoption of any motion or resolution or the taking of any action by any such
committee, except that an alternate member may take the place of any absent
member to the extent hereinafter provided.
The Board of Directors may elect or appoint one or more Directors as alternate
members of any such committee. Any such alternate member may take the place of
any absent member, upon request by the Chairman of the Board of Directors or the
Vice-Chairman or the President or the Chairman of such committee. The vote or
consent in writing of such alternate member in the absence of such member shall
have the same effect as the vote or consent in writing of such
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member. (As amended 8/1/79.)
The Board of Directors may at any time increase or decrease the number of
members of any committee, fill vacancies therein, remove any member thereof,
adopt rules and regulations therefor, or change the functions or terminate the
existence thereof. The designation of any committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors or any Director
of any responsibility imposed by law. (As amended 4/23/64.)
SECTION 3.19. COMPENSATION. The Board of Directors may fix or provide for
reasonable compensation of any or all Directors for services rendered to the
Corporation as Directors, officers, or otherwise, including, without limiting
the generality of the foregoing, payment of expenses of attendance at meetings
of the Board of Directors or committees, payment of a fixed sum for attendance
at each meeting of the Board of Directors or a committee, salaries, bonuses,
pensions, pension plans, pension trusts, profit-sharing plans, stock bonus
plans, stock option plans (subject to approval of the shareholders if required
by law), and other incentive, insurance, and welfare plans, whether or not on
account of prior services rendered to the Corporation. No such compensation
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor.
ARTICLE 4. OFFICERS
SECTION 4.01. NUMBER AND DESIGNATION. The officers of the Corporation shall
be a Chairman of the Board of Directors, a Vice-Chairman, a President, one or
more Vice-Presidents, a Secretary, a Treasurer, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as the
Board of Directors deems advisable. (As amended 4/23/64 and 8/1/79.)
SECTION 4.02. ELECTION OR APPOINTMENT OF OFFICERS. At the first meeting of
the Board of Directors held after each annual meeting of shareholders, the Board
of Directors shall elect the officers specifically referred to in Section 4.01,
shall appoint certified public accountants to perform the annual audit, and
shall elect or appoint such other officers and agents as the Board deems
advisable. If in any year the election of officers does not take place at such
meeting, such election shall be held as soon thereafter as may be convenient. In
addition, the Board of Directors may from time to time elect, appoint, or
authorize any officer to appoint such other officers and agents as the Board
deems advisable. Any election may be conducted by ballot, but need not be
conducted by ballot unless required by a rule, regulation, or motion adopted by
the Board of Directors. (As amended 3/3/80.)
SECTION 4.03. TENURE AND QUALIFICATIONS. Each officer, unless sooner
removed as provided in Section 4.04, shall hold office until his successor shall
be elected or appointed and shall qualify. However, any officer may resign at
any time by filing his written resignation with the President or Secretary of
the Corporation; and such resignation shall take effect immediately upon such
filing, unless a later effective date is stated therein. Officers need not be
residents of the State of Iowa or Directors or shareholders of the Corporation.
Any two or more offices may be held by the same person.
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SECTION 4.04. REMOVAL. Any officer or agent of the Corporation 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 4.05. VACANCIES. Any vacancy occurring in any office for any reason
may be filled by the Board of Directors.
SECTION 4.06. DUTIES AND POWERS OF OFFICERS. Except as otherwise expressly
provided by law or the Articles of Incorporation or these By-laws, the duties
and powers of all officers and agents of the Corporation shall be determined and
defined from time to time by the Board of Directors. Unless otherwise determined
by the Board of Directors, the officers referred to in the following Sections
shall have the duties and powers set forth in the following Sections, in
addition to all duties and powers of such officers prescribed by law or by the
Articles of Incorporation or other provisions of these By-laws. However, the
Board of Directors may from time to time alter, add to, limit, transfer to
another officer or agent, or abolish any or all of the duties and powers of any
officer or agent of the Corporation (including, without limiting the generality
of the foregoing, the duties and powers set forth in the following Sections and
in other provisions of these By-laws). Any person who holds two or more offices
at the same time may perform or exercise any or all of the duties and powers of
either or both of such offices in either or both of such capacities.
SECTION 4.07. CHAIRMAN OF THE BOARD OF DIRECTORS; VICE-CHAIRMAN; CHIEF
EXECUTIVE OFFICER; PRESIDENT.
(a) The Chairman of the Board of Directors shall preside at all meetings
of shareholders and of the Board of Directors. He shall be responsible for
making recommendations concerning Board policies and committees, shall maintain
Board liaison with the Chief Executive Officer and the President, and, when
required, because of the inability of the Chief Executive Officer to act or
otherwise, shall have the same powers as the Chief Executive Officer on behalf
of the Corporation. He may from time to time, unless otherwise ordered by the
Board, authorize or direct the Vice-Chairman, Chief Executive Officer or
President to perform any of the duties or exercise any of the powers of the
Chairman. (As amended 10/27/77, 10/30/84, 2/15/88, 7/29/91 and 2/12/03.)
(b) The Vice-Chairman shall preside at meetings of the shareholders or of
the Board in the absence of the Chairman. He shall also perform such other
duties as the Chairman may authorize or direct. (As amended 7/29/91.)
(c) The Chief Executive Officer shall be the principal executive officer
of the
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Corporation. Subject only to the Board of Directors, he shall be in charge of
the business of the Corporation; he shall see that all Corporation policies and
all orders and resolutions of the Board are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the Board of Directors; and, in general, he shall discharge all duties
incident to the office of the chief executive officer of the Corporation and
such other duties as may be prescribed by the Board from time to time. In the
absence of the Chairman and Vice-Chairman, the Chief Executive Officer shall
preside at meetings of shareholders and of the Board. (As amended 2/12/03.)
(d) The President shall be the principal operating officer of the
Corporation and, subject only to the Board of Directors and to the Chief
Executive Officer, he shall have the general authority over and general
management and control of the property, business and affairs of the Corporation.
In general, he shall discharge all duties incident to the office of the
principal operating officer of the Corporation and such other duties as may be
prescribed by the Board of Directors and the Chief Executive Officer from time
to time. In the absence of the Chairman, Vice-Chairman, and Chief Executive
Officer, the President shall preside at all meetings of shareholders and Board
of Directors. In the absence of the Chairman and the Chief Executive Officer or
in the event of their disability, or inability to act, or to continue to act,
the President shall perform the duties of the Chief Executive Officer, and when
so acting, shall have all of the powers of and be subject to all of the
restrictions upon the office of the Chief Executive Officer. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the Corporation or a different mode of execution is
expressly prescribed by the Board of Directors or these By-laws, he may employ,
appoint and discharge such employees, agents, attorneys and accountants (except
the certified public accountants appointed by the Board pursuant to Section
4.02) for the Corporation as he deems necessary or advisable, and shall
prescribe their authority, duties, powers, and compensation, including, if
appropriate, the authority to perform some or all of the duties or exercise some
or all of the powers of the President; and may make and enter into on behalf of
the Corporation all deeds, conveyances, mortgages, leases, contracts,
agreements, bonds, reports, releases, and other documents or instruments which
may in his judgment be necessary or advisable in the ordinary course of the
Corporation's business or which shall be authorized by the Board. (As amended
7/29/91 and 2/12/03.)
SECTION 4.08. VICE-PRESIDENTS. Two or more Vice Presidents, one or more of
whom may also be designated as Executive Vice President or Senior Vice
President, each of whom shall have such duties and powers as may be prescribed
from time to time by the President or the Board of Directors. (As amended
4/23/64, 10/27/77 and 11/10/00.)
SECTION 4.09. SECRETARY. The Secretary:
(a) shall, when present, act as Secretary of each meeting of the
shareholders and of the Board of Directors;
(b) shall keep as permanent records the minutes of the meetings of the
shareholders
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and the Board of Directors, a record of all actions taken by the shareholders
and the Board of Directors without a meeting, and a record of all actions taken
by a committee of the Board of Directors in place of the Board of Directors on
behalf of the Corporation in one or more books provided for that purpose; (As
amended 2/12/03.)
(c) shall see that all notices are duly given and that lists of
shareholders are made and filed as required by law or the Articles of
Incorporation or these By-laws;
(d) shall be custodian of and authenticate the corporate records of the
Corporation as required by the Iowa Business Corporation Act and the seal of the
Corporation and shall, when duly authorized, see that the seal is affixed to any
instrument requiring it; (As amended 2/12/03.)
(e) shall keep a record of the Directors, giving the names and business
addresses of all Directors; and (As amended 4/23/64, 2/19/79 and 2/12/03.)
(f) shall have all the usual duties and powers of the Secretary of a
corporation and such duties and powers as may be prescribed from time to time by
the Chief Executive Officer, the President or the Board of Directors. (As
amended 2/19/79 and 2/12/03.)
SECTION 4.10. TREASURER. The Treasurer:
(a) shall have charge and custody of and be responsible for all funds,
securities, and Evidences of indebtedness belonging to the Corporation;
(b) shall receive and give receipts for moneys due and payable to the
Corporation from any source whatever;
(c) shall see that all such moneys are deposited in the name of and to the
credit of the Corporation in such depositories as shall be designated by or
pursuant to authority granted by the Board of Directors;
(d) shall cause the funds of the Corporation to be disbursed when and as
duly authorized to do so;
(e) shall see that correct and complete books of account and financial
statements are kept and prepared in accordance with generally accepted
accounting principles except to the extent such duties are assigned by the
President to other officers or employees of the Corporation; (As amended
2/13/77.)
(f) shall have all the usual duties and powers of the Treasurer of a
corporation and such duties and powers as may be prescribed from time to time by
the President or the Board of Directors; (As amended 2/13/77.)
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(g) shall keep at the registered office or principal place of business of
the Corporation a record of its shareholders (which shall be part of the stock
transfer books of the Corporation), giving the names and addresses of all
shareholders and the number and class of the shares held by each; and (As
amended 2/19/79.)
(h) shall have charge of the stock transfer books of the Corporation, and
shall record the issuance and transfer of shares, except to the extent that such
duties shall be delegated by the Board of Directors to a transfer agent or
registrar. (As amended 2/19/79.)
SECTION 4.11. ASSISTANT SECRETARIES. In the absence of the Secretary or in
the event of his death or inability or refusal to act, the Assistant Secretary
(or, if there shall be more than one, the Assistant Secretaries in the order
designated by the Board of Directors from time to time, or, in the absence of
any such designation, in the order in which their names shall appear in the
minutes showing their election) shall perform the duties and exercise the powers
of the Secretary. Each Assistant Secretary shall also have such duties and
powers as may be prescribed from time to time by the Secretary or the President
or the Board of Directors. (As amended 4/23/64.)
SECTION 4.12. ASSISTANT TREASURERS. In the absence of the Treasurer or in
the event of his death or inability or refusal to act, the Assistant Treasurer
(or, if there shall be more than one, the Assistant Treasurers in the order
designated by the Board of Directors from time to time, or, in the absence of
any such designation, in the order in which their names shall appear in the
minutes showing their election) shall perform the duties and exercise the powers
of the Treasurer. Each Assistant Treasurer shall also have such duties and
powers as may be prescribed from time to time by the Treasurer or the President
or the Board of Directors. (As amended 4/23/64.)
SECTION 4.13. COMPENSATION. The Board of Directors may fix or provide for,
or may authorize any officer to fix or provide for, reasonable compensation of
any or all of the officers and agents of the Corporation, including, without
limiting the generality of the foregoing, salaries, bonuses, payment of
expenses, pensions, pension plans, pension trusts, profit-sharing plans, stock
bonus plans, stock option plans (subject to approval of the shareholders if
required by law), and other incentive, insurance, and welfare plans, whether or
not on account of prior services rendered to the Corporation. (As amended
4/23/64.)
SECTION 4.14. BOND. The Board of Directors may require an officer or agent
to give a bond for the faithful performance of his duties, in such amount and
with such surety or sureties as the Board of Directors deems advisable.
ARTICLE 5. SHARES AND CERTIFICATES
SECTION 5.01. ISSUANCE OF AND CONSIDERATION FOR SHARES. Shares and
securities convertible into shares of the Corporation may be issued for such
consideration as shall be fixed from time to time by the Board of Directors, and
may be issued to such persons as may be designated from time to time by or
pursuant to authority granted by the Board of Directors,
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except as otherwise required by law or the Articles of Incorporation or these
By-laws. (As amended 5/12/97.)
SECTION 5.02. RESTRICTIONS ON ISSUANCE OF SHARES AND CERTIFICATES. No share
of the Corporation shall be issued until such share is fully paid as provided by
law. (As amended 5/12/97.)
No fractional share or certificate representing any fractional share shall be
issued unless expressly authorized by the Board of Directors.
No new certificate shall be issued in place of any certificate until the old
certificate for a like number of shares shall have been surrendered and
cancelled, except as otherwise provided in Section 5.04.
SECTION 5.03. CERTIFICATES REPRESENTING SHARES. Each shareholder shall be
entitled to a certificate or certificates representing the shares of the
Corporation owned by him. Certificates representing shares of the Corporation
shall be in such form as shall be determined by or pursuant to authority granted
by the Board of Directors. Each certificate shall be signed by the President or
a Vice-President and by the Secretary or an Assistant Secretary, and the
corporate seal may be affixed thereto. All certificates shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, and the number and class of shares and
date of issuance, shall be entered on the stock transfer books of the
Corporation.
SECTION 5.04. LOST, DESTROYED, STOLEN, OR MUTILATED CERTIFICATES. The Board
of Directors may authorize a new certificate to be issued in place of any
certificate alleged to have been lost, destroyed, or stolen, or which shall have
been mutilated, upon production of such evidence and upon compliance with such
conditions as the Board of Directors may prescribe.
SECTION 5.05. TRANSFER OF SHARES. Shares of the Corporation shall be
transferable only on the stock transfer books of the Corporation, by the holder
of record thereof or by his duly authorized attorney or legal representative
(who shall furnish such evidence of authority to transfer as the Corporation or
its agent may reasonably require), upon surrender to the Corporation for
cancellation of the certificate representing such shares, duly endorsed or with
a proper written assignment or power of attorney duly executed and attached
thereto, and with such proof of the authenticity of signatures as the
Corporation or its agent may reasonably require. The Corporation shall cancel
the old certificate, issue a new certificate to the person entitled thereto, and
record the transaction on its stock transfer books. However, if the applicable
law permits shares to be transferred in a different manner, then to the extent
required to comply with such law all references in this Section to "shares"
shall mean the rights against the Corporation inherent in or arising out of such
shares.
SECTION 5.06. SHAREHOLDERS OF RECORD; CHANGE OF NAME OR ADDRESS. The
Corporation shall be entitled to recognize the exclusive right of a person shown
on its stock transfer books as the holder of shares to receive notices and
dividends, to vote as such holder, and to have and
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exercise all other rights deriving from such shares, and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have actual or constructive notice
thereof. Unless the context or another provision of these By-laws clearly
indicates otherwise, all references in these By-laws to "shareholders" and
"holders" shall mean the shareholders of record as shown on the stock transfer
books of the Corporation.
Each shareholder and each Director shall promptly notify the Secretary in
writing of his correct address and any change in his name or address from time
to time. If any shareholder or Director fails to give such notice, neither the
Corporation nor any of its Directors, officers, agents, or employees shall be
liable or responsible to such shareholder or Director for any error or loss
which might have been prevented if such notice had been given. (As amended
4/23/64.)
SECTION 5.07. REGULATIONS. The Board of Directors may adopt such rules and
regulations, not inconsistent with applicable law or the Articles of
Incorporation or these By-laws, as it deems advisable concerning the issuance,
transfer, conversion, and registration of certificates representing shares of
the Corporation.
ARTICLE 6. GENERAL PROVISIONS
SECTION 6.01. SEAL. The corporate seal shall be circular in form and shall
have inscribed thereon the name of the Corporation and the words "Corporate
Seal" and "Iowa". The seal may be affixed by causing it or a facsimile thereof
to be impressed or reproduced or otherwise.
SECTION 6.02. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board of Directors from time to time.
SECTION 6.03. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on the outstanding shares in the
manner and upon the terms and conditions provided by law and the Articles of
Incorporation.
SECTION 6.04. EXECUTION OF DOCUMENTS AND INSTRUMENTS. All deeds and
conveyances of real estate, mortgages of real estate, and leases of real estate
(for an initial term of five years or more) to be executed by the Corporation
shall be signed in the name of the Corporation by the Chairman of the Board of
Directors or the Vice-Chairman or the President or a Vice-President and signed
or attested by the Secretary or an Assistant Secretary, and the corporate seal
shall be affixed thereto.
All other documents or instruments to be executed by the Corporation (including,
without limiting the generality of the foregoing, contracts, agreements, bonds,
reports, notices, releases, promissory notes, and evidences of indebtedness; and
deeds, conveyances, mortgages, and leases other than those referred to in the
preceding sentence) shall be signed in the name of the Corporation by any one or
more of the officers of the Corporation, with or without the corporate
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seal.
However, from time to time the Board of Directors or the Chairman of the Board
of Directors or the Vice-Chairman or the President may alter, add to, limit,
transfer to another officer or agent, or abolish the authority of any officer or
officers to sign any or all documents or instruments, or may authorize the
execution of any document or instrument by any person or persons, with or
without the corporate seal, and such action may be either general or confined to
specific instances. (As amended 4/23/64 and 8/1/79.)
SECTION 6.05. 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 or pursuant to authority granted by the Board of Directors. Such
authorization may be either general or confined to specific instances.
SECTION 6.06. CHECKS AND DRAFTS. All checks and drafts issued in the name
of the Corporation shall be signed by such person or persons and in such manner
as shall be authorized by or pursuant to authority granted by the Board of
Directors.
SECTION 6.07. VOTING OF SHARES OWNED BY CORPORATION. Any shares or
securities of any other corporation or company owned by this Corporation may be
voted at any meeting of shareholders or security holders of such other
corporation or company by the Chairman of the Board of Directors of this
Corporation. Whenever in the judgment of the Chairman of the Board of Directors
it shall be advisable for the Corporation to execute a proxy or waiver of notice
or to give a consent with respect to any shares or securities of any other
corporation or company owned by this Corporation, such proxy, waiver, or consent
shall be executed in the name of this Corporation, as directed by the Chairman
of the Board of Directors, without necessity of any authorization by the Board
of Directors. Any person or persons so designated as the proxy or proxies of
this Corporation shall have full right, power, and authority to vote such shares
or securities on behalf of this Corporation. In the absence of the Chairman of
the Board of Directors or in the event of his death or inability to act, the
Vice-Chairman may perform the duties and exercise the powers of the Chairman of
the Board of Directors under this Section. The provisions of this Section shall
be subject to any specific directions by the Board of Directors. (As amended
4/23/64 and 8/1/79.)
SECTION 6.08. DIRECTOR CONFLICT OF INTEREST.
(a) A conflict of interest transaction is a transaction with the
corporation in which a Director of the Corporation has a direct or indirect
interest. A conflict of interest transaction is not voidable by the
Corporation solely because of the Director's interest in the transaction if
any one of the following is true:
(1) The material facts of the transaction and the Director's interest
were disclosed or known to the Board of Directors or a committee of
the Board of Directors and the Board of Directors or committee
authorized, approved or ratified the transaction.
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(2) The material facts of the transaction and the Director's interest
were disclosed or known to the shareholders entitled to vote and the
shareholders authorized, approved or ratified the transaction.
(3) The transaction was fair to the Corporation.
(b) For purposes of these By-laws, a Director of the Corporation has an
indirect interest in a transaction if either of the following is true:
(1) Another entity in which the Director has a material financial
interest or in which the Director is a general partner is a party to
the transaction.
(2) Another entity of which the Director is a director, officer or
trustee is a party to the transaction and the transaction is or should
be considered by the Board of Directors of the Corporation.
(c) For purposes of subsection a(1), a conflict of interest transaction is
authorized, approved or ratified if it receives the affirmative vote of a
majority of the Directors on the Board of Directors or on the committee,
who have no direct or indirect interest in the transaction, but a
transaction may not be authorized, approved or ratified under this section
by a single Director. If a majority of the Directors who have no direct or
indirect interest in the transaction vote to authorize, approve or ratify
the transaction, a quorum is present for the purpose of taking action. The
presence of, or a vote cast by, a Director with a direct or indirect
interest in the transaction does not affect the validity of any action
taken under subsection a(1), if the transaction is otherwise authorized,
approved or ratified as provided in that subsection.
(d) For purposes of subsection a(2), a conflict of interest is authorized,
approved or ratified if it receives the vote of a majority of the shares
entitled to be counted under this subsection. Shares owned by or voted
under the control of a Director who has a direct or indirect interest in
the transaction, and shares owned by or voted under the control of an
entity described in subsection b(1) shall not be counted in a vote of
shareholders to determine whether to authorize, approve or ratify a
conflict of interest transaction under subsection a(2). The vote of those
shares, however, is counted in determining whether the transaction is
approved under other sections of these By-laws. A majority of the shares,
whether or not present, that are entitled to be counted in a vote on the
transaction under this subsection constitutes a quorum for the purpose of
taking action under this section. (As adopted 2/12/03.)
SECTION 6.09. LIMITATION OF OFFICERS' LIABILITY. An officer shall not be
liable as an officer to the Corporation or its shareholders for any decision to
take or not to take action, or any failure to take any action, if the duties of
the officer are performed in compliance with the standards of conduct for
officers prescribed in the Iowa Business Corporation Act. (As amended 2/12/03.)
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SECTION 6.10. INDEMNIFICATION. The Corporation may indemnify a Director or
officer of the Corporation who is a party to a proceeding against liability
incurred by such Director or officer in the proceeding to the maximum extent now
or hereafter permitted by and in the manner prescribed by the Iowa Business
Corporation Act, including the advancement of expenses. Without limiting the
generality of the foregoing, the Corporation may enter into indemnification
agreements consistent with the Iowa Business Corporation Act with each Director
of the Corporation and such officers of the Corporation as the Board of
Directors deems appropriate from time to time. (As amended 2/12/03.)
SECTION 6.11. RELIANCE ON DOCUMENTS. Each Director and officer shall, in
the performance of his duties, be fully protected in relying and acting in good
faith upon the books of account or other records of the Corporation, or reports
made or financial statements presented by any officer of the Corporation or by
an independent public or certified public accountant or firm of such accountants
or by an appraiser selected with reasonable care by the Board of Directors or by
any committee thereof; and each Director and officer is hereby expressly
relieved from any liability which might otherwise exist or arise from or in
connection with any such action.
SECTION 6.12. EFFECT OF PARTIAL INVALIDITY. If a court of competent
jurisdiction shall adjudge to be invalid any clause, sentence, paragraph,
section, or part of the Articles of Incorporation or these By-laws, such
judgment or decree shall not affect, impair, invalidate, or nullify the
remainder of the Articles of Incorporation or these By-laws, but the effect
thereof shall be confined to the clause, sentence, paragraph, section, or part
so adjudged to be invalid.
SECTION 6.13. DEFINITIONS. Any word or term which is defined in the Iowa
Business Corporation Act shall have the same meaning wherever used in the
Articles of Incorporation or in these By-laws, unless the context or another
provision of the Articles of Incorporation or these By-laws clearly indicates
otherwise. Wherever used in the Articles of Incorporation or in these By-laws,
unless the context or another provision of the Articles of Incorporation or
these By-laws clearly indicates otherwise, the use of the singular shall include
the plural, and vice versa; and the use of any gender shall be applicable to any
other gender. Wherever used in the Articles of Incorporation or in these
By-laws, the word "written" shall mean written, typed, printed, duplicated, or
reproduced by any process. (As amended 4/23/64.)
SECTION 6.14. AUTHORITY TO CARRY OUT RESOLUTIONS AND MOTIONS. Each
resolution or motion adopted by the shareholders or by the Board of Directors
shall be deemed to include the following provision, unless the resolution or
motion expressly negates this provision: The officers of the Corporation are
severally authorized on behalf of the Corporation to do all acts and things
which may be necessary or convenient to carry out this resolution (motion),
including, without limitation, the authority to make, execute, seal, deliver,
file, and perform all appropriate contracts, agreements, certificates,
documents, and instruments.
The foregoing provision shall automatically be a part of the resolution or
motion even though not stated in the minutes; and any officer may state or
certify that the foregoing provision is included in the resolution or motion.
(Added entire section 8/3/82.)
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ARTICLE 7. AMENDMENTS
SECTION 7.01. RESERVATION OF RIGHT TO AMEND. The Corporation expressly
reserves the right from time to time to amend these By-laws, in the manner now
or hereafter permitted by the provisions of the Articles of Incorporation and
these By-laws, whether or not such amendment shall constitute or result in a
fundamental change in the purposes or structures of the Corporation or in the
rights or privileges of shareholders or others or in any or all of the
foregoing. All rights and privileges of shareholders or others shall be subject
to this reservation. Wherever used in these By-laws with respect to the By-laws,
the word "amend," "amended," or "amendment" includes and applies to the
amendment, alteration, or repeal of any or all provisions of the By-laws or the
adoption of new By-laws. (As amended 4/28/66.)
SECTION 7.02. PROCEDURE TO AMEND. Any amendment to these By-laws may be
adopted at any meeting of the Board of Directors by the affirmative vote of a
majority of the number of Directors fixed by Section 3.03. No notice of any
proposed amendment to the By-laws shall be required. (As amended 4/28/66.)