Exhibit 3.146
AMENDED
BY-LAWS
AMERICAN GUIDANCE SERVICE, INC.
ARTICLE I.
OFFICE & SEAL
SECTION 1. OFFICE. The registered office of the corporation shall be
Publisher's Building, Circle Pines, Minnesota, 55014, and the corporation shall
have other offices at such places as the Board of Directors may from time to
time determine.
SECTION 2. SEAL. The corporation seal shall have inscribed thereon the
name of the corporation and the words, "Corporate Seal, Minnesota". Said seal
may be used by causing it, or a facsimile thereof to be impressed, affixed,
reproduced or otherwise.
ARTICLE II.
SHAREHOLDERS MEETINGS
SECTION 1. PLACE. All meetings of the Shareholders shall be held at the
registered office of the corporation in the County of Anoka, Minnesota, and such
other places as the Board of Directors may determine except as limited by law.
SECTION 2. TIME. A meeting of the Shareholders shall be held at a time to
be determined by the Corporation's Board of Directors, when they shall elect by
a majority vote a Board of Directors. Except as otherwise provided in the
articles, pursuant to provisions of Section 301.06 Subdivision 4 and 12 of
Minnesota Statutes 1945, directors other than constituting the first board shall
be elected by the Shareholders in accordance with the relative voting granted in
the shares of each class by the articles.
SECTION 3. ANNUAL MEETINGS. Written notice of the annual meeting shall be
mailed at least ten (10) days prior to the meeting to each Shareholder entitled
to vote thereat to the last known address of such Shareholder as same appears
upon the books of the corporation.
Amended By-Laws
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SECTION 4. SPECIAL MEETINGS. Written notice of a special meeting of
Shareholders, stating the time, place and object thereof, shall be mailed to the
last known address of such Shareholder, postage prepaid, at least ten (10) days
before such meeting to each Shareholder entitled to vote thereat.
SECTION 5. QUORUM. The presence at any meeting, in person or by proxy, of
the holders of a majority of the shares entitled to vote shall constitute a
quorum for the transaction of business. If, however, such majority shall not be
present in person or by proxy, at any meeting of the Shareholders, entitled to
vote thereat, those present shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the requisite
amount of voting shares shall be represented. At such adjourned meeting at which
the required amount of voting shares shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
SECTION 6. VOTING. At each meeting of the Shareholders, every Shareholder
having the right to vote shall be entitled to vote in person, or by proxy, duly
appointed by an instrument in writing subscribed by such shareholder. Upon
demand of any Shareholder, the vote for directors, or the vote upon any question
before the meeting, shall be by ballot. All elections shall be had and all
questions decided by a majority vote, except as otherwise required by statute.
SECTION 7. CALL FOR SPECIAL MEETINGS. Special meetings of the
Shareholders, for any purpose, or purposes, unless otherwise prescribed by
statute, shall be called by the President, or shall be called by the President
and Secretary at the request in writing of the Shareholders owning not less than
one-tenth of the voting power of the Shareholders of the corporation. Such call
shall state the purpose or purposes of the proposed meeting.
SECTION 8. ORDER FOR BUSINESS. Business transacted at all special meetings
shall be confined to purposes stated in the call.
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ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. ELECTION OF DIRECTORS. The management of this corporation shall
be vested in a Board of Directors to be chosen at each annual meeting by the
shareholders. The Board of Directors shall consist of not less than three (3)
nor more than seven (7) persons who need not be shareholders, except that where
all of the shares of the Corporation are owned beneficially and of record by
either one or two shareholders, the number of directors may be less than three
(3), but not less than the number of shareholders. They shall be elected at the
annual meeting of Shareholders, by majority vote and each Director shall be
elected to serve for one year or until their successor shall have been elected
and qualified. Except as otherwise provided in the articles pursuant to
provisions of Section 301.26, Subdivision 4 and 12, of the Minnesota Statutes
1945, directors, other than those constituting the first board, shall be
selected by the Shareholders in accordance with the relative voting rights
granted to the shares of each class by the articles.
SECTION 2. ANNUAL MEETING. The regular annual meetings of the board shall
be held without notice at the time and immediately following the adjournment of
the annual Shareholders' meeting, for the purpose of election of officers for
the ensuing year and to transact such other business as may properly come before
it.
SECTION 3. REGULAR MEETINGS. Regular meetings of the board shall be held
without notice at the registered office or such other place within and without
the State of Minnesota and at such times as a majority of the members of the
board may from time to time determine.
Amended By-Laws
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SECTION 4. SPECIAL MEETINGS. Special meetings of the board may be
called by the President at any time and shall be called by him whenever
requested to do so in writing by any member of the Board. Notice of special
meetings may be given to each director personally or by mail or telegram at
least five (5) days prior to the meeting. A special meeting may be called
without notice to the directors if a full board convenes and all agree to the
holding of the meeting at such time and place and waive all rights to notice
thereof. Any action which might be taken at a meeting of the Board of
Directors may be taken without meeting if done in writing, signed by all the
directors.
SECTION 5. QUORUM. At all meetings of the board, a majority of the
directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
the meeting at which there is a quorum, shall be the act of the Board of
Directors.
SECTION 6. ORDER FOR BUSINESS. The Board of Directors may from time to
time determine the order of business at their meeting.
ARTICLE IV.
POWERS OF BOARD OF DIRECTORS
SECTION 1. MANAGEMENT. The Board of Directors shall have full power and
authority to manage and control the affairs and business of this corporation.
SECTION 2. CHAIRMAN OF THE BOARD. At each annual meeting, directors shall
choose from among its members a Chairman of the board who shall conduct the
affairs of the Board of Directors and shall preside at all meetings of the
Shareholders and Board of Directors.
SECTION 3. ISSUANCE OF SHARES. The Board of Directors are authorized and
directed to issue shares of the corporation to the full amount authorized by the
Articles of Incorporation in such amounts and at such times as may be determined
by the board and as may be permitted by law.
Amended By-Laws
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SECTION 4. TRANSFER OF SHARES. Transfer of shares shall be made on the
books of the corporation only by the person named in the certificate, or by
attorney, lawfully constituted in writing, and upon surrender of the certificate
thereof properly endorsed.
SECTION 5. CLOSING OF BOOKS. The Board of Directors may fix a time not
exceeding (60) days preceding the date of any meeting of the Shareholders, as a
record date for the determination of the shareholders entitled to notice of and
to vote at such meeting, notwithstanding any transfer of any shares on the books
of the corporation after any record date so fixed. The Board of Directors may
close the books of the corporation after any record date so fixed. The Board of
Directors may close the books of the corporation against transfer of shares
during the whole or any part of such period.
SECTION 6. OTHER POWERS. In addition to the powers and authorities
conferred upon them by these By-Laws, the Board of Directors shall have the
power to do all lawful acts necessary and expedient to the conduct of the
business of this corporation, that are not conferred upon the shareholders, by
these By-Laws, or by the Articles of Incorporation, or by Statutes.
ARTICLE V.
OFFICERS
SECTION 1. BOARD OF DIRECTORS. The Board of Directors at its first meeting
after each annual meeting of Shareholders shall elect a President, one or more
Vice-Presidents, a Secretary and Treasurer, none of whom need be a member of the
board. Any two offices, except that of President and Vice-President, may be held
by the same person.
SECTION 2. OTHER OFFICERS. The board may appoint such other officers and
agents as it shall deem necessary, from time to time, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.
Amended By-Laws
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SECTION 3. TERMS OF OFFICE. The officers of the corporation shall hold
office for one year or until their successors are chosen and qualify in their
stead, notwithstanding an earlier termination of their office as directors. Any
officer elected or appointed by the Board of Directors may be removed by the
affirmative of a majority of the whole Board of Directors.
SECTION 4. PRESIDENT. (a) The President shall be the chief executive
officer of the corporation; he shall have general active management of the
business of the corporation, and shall see that all orders and resolutions of
the board are carried into effect. (b) He shall execute all bonds, mortgages,
and other contracts. (c) He shall be ex-officio a member of all standing
committees, and shall have the general powers and duties of supervision and
management usually vested in the office of the President of a corporation.
SECTION 5. VICE-PRESIDENTS. One of the officers shall be designated First
Vice-President, who in the absence or disability of the President shall perform
the duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors shall prescribe. All other Vice-Presidents
shall perform such duties as the Board of Directors shall prescribe.
SECTION 6. SECRETARY. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the Shareholders and record all votes and the
minutes of all proceedings in a book kept for that purpose; and shall perform
like duties for the standing committee when required. He shall give, or cause to
be given, notice of 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 or President, under whose supervision he shall be. He shall be
sworn to the faithful discharge of his duty. He shall keep in safe custody the
seal of the corporation and, when authorized by the board, affix the same to any
instrument requiring it.
SECTION 7. TREASURER. (a) The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects, in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of
Directors.
Amended By-Laws
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(b) He shall disburse the funds of the corporation as may be ordered by the
board, taking the proper vouchers for such disbursements, and shall render to
the President and Directors, at the regular meetings of the Board, or whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation. (c) He shall give the corporation a bond
if required by a majority of the Board of Directors, in such amount as they may
determine, and with one or more sureties satisfactory to the board, for the
faithful performance of the duties of his office, and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control, belonging to the corporation.
SECTION 8. VACANCIES. If the office of any director or any officer or
agent becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the directors then in
office, although less than a quorum, by a majority vote, may choose a successor
or successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.
ARTICLE VI.
COMPENSATION OF DIRECTORS & OFFICERS
SECTION 1. COMPENSATION OF DIRECTORS. Directors may be paid such
compensation for their services rendered as directors, as may be fixed by
resolution of the Board of Directors itself, and it shall be lawful for the
Board to allow to each director his expense for attendance at meetings of the
Board. Nothing herein shall be construed to preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
SECTION 2. COMPENSATION OF OFFICERS. The salaries of all officers and
agents of the corporation shall be determined by the Board of Directors.
Amended By-Laws
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SECTION 3. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each director and
officer of the corporation, whether or not then in office, shall be indemnified
by the corporation against reasonable costs and expenses (including counsel
fees) incurred by him in connection with any action, suit or proceedings to
which he may be a party by reason of his being or having been a director or
officer of the corporation, except in relation to matters as to which he shall
finally be adjudged in such action, suit or proceeding to have been derelict in
the performance of his duties as such director or officer; and the foregoing
right of indemnification shall not be exclusive of other rights to which he
shall be entitled as a matter of law.
ARTICLE VII.
CERTIFICATES OF SHARES
SECTION 1. CERTIFICATES OF SHARES. Certificates of shares of the
corporation shall be in a form approved by the directors to comply with the
statues and shall be registered in the books of the corporation as they are
issued. They shall exhibit the holder's name, number of shares, and shall be
signed by the President and Secretary.
SECTION 2. LOST CERTIFICATES. Any shareholder claiming a certificate of
shares to be lost or destroyed shall make an affidavit or affirmation of the
fact in such form as the Board of Directors may require, and shall, if the
directors so require, give the corporation a bond of indemnity in form and with
one or more sureties satisfactory to the board, in at least double the value of
the shares represented by said certificate, whereupon a new certificate may be
issued of the same tenure and for the same number of share as the one alleged to
have been lost or destroyed.
Amended By-Laws
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ARTICLE VIII.
DIVIDENDS
SECTION 1. DECLARATION. The Board of Directors shall have authority to
declare dividends upon the shares of the corporation to the extent permitted by
law.
SECTION 2. RECORD DATE. The Board of Directors may fix a time not
exceeding sixty (60) days preceding the date fixed for the payment of any
dividend as a record date for the determination of the shareholders entitled to
receive payment of any such dividend, and in such case, only shareholders of
record on that date so fixed shall be entitled to receive payment of such
dividend notwithstanding any transfer of any shares on the books of the
corporation after any record date so fixed. The Board of Directors may close the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during the
whole or any part of such period.
ARTICLE IX.
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of this corporation shall
terminate on June 30th of each year.
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ARTICLE X.
AMENDMENTS
SECTION 1. AMENDMENTS TO BY-LAWS. These By-Laws may be amended or altered
by the vote of a majority of the whole Board of Directors at any meeting
provided that notice of such proposed amendments shall have been given in the
notice to the directors of such meeting. Such authority in the Board of
Directors is subject to the powers of the Shareholders to change or repeal such
By-Laws by a majority vote of the shareholders present and represented at any
annual meeting or at any special meeting called for that purpose, and the Board
of Directors shall not make or alter any By-Laws fixing their number,
qualifications, or terms of office.
This is to certify that the foregoing By-Laws are the duly adopted By-Laws
of this corporation.
American Guidance Service, Inc.
By /s/ Marc J. Berman
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Marc J. Berman
Its Secretary/Treasurer
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Date January 30, 1995
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