EXHIBIT 3.2
BYLAWS
OF
DYNECO CORPORATION
ARTICLE I
SHAREHOLDERS
Section 1.01 PLACE OF MEETINGS. Each meeting of the shareholders shall
be held at the principal executive office of the Corporation or at such other
place as may be designated by the Board of Directors or the Chief Executive
Officer; provided, however, that any meeting called by or at the demand of a
shareholder or shareholders shall be held in the county where the principal
executive office of the Corporation is located.
Section 1.02 REGULAR MEETINGS. Regular meetings of the shareholders may
be held on an annual or other less frequent basis as determined by the Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares entitled to vote may demand a
regular meeting of shareholders by written demand given to the Chief Executive
Officer or Chief Financial Officer of the Corporation. At each regular meeting
the shareholders shall elect qualified successors for directors who serve for an
indefinite term or whose terms have expired or are due to expire within six
months after the date of the meeting and may transact any other business,
provided, however, that no business with respect to which special notice is
required by law shall be transacted unless such notice shall have been given.
Section 1.03 SPECIAL MEETINGS. A special meeting of the shareholders
may be called for any purpose or purposes at any time by the Chief Executive
Officer; by the Chief Financial Officer; by the Board of Directors or any two or
more members thereof; or by one or more shareholders holding not less than ten
percent of the voting power of all shares of the Corporation entitled to vote
(except that a special meeting for the purpose of considering any action to
directly or indirectly effect a business combination, including any action to
change or otherwise affect the composition of the Board of Directors for that
purpose, must be called by shareholders holding not less than twenty-five
percent of all shares of the Corporation entitled to vote), who shall demand
such special meeting by written notice given to the Chief Executive Officer or
the Chief Financial Officer of the Corporation specifying the purposes of such
meeting.
Section 1.04 MEETINGS HELD UPON SHAREHOLDER DEMAND. For business to be
properly brought before any special meeting by a shareholder, the shareholder
must give timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal offices of the Corporation not less than ten (10) days nor more
than fifty (50) days prior to the meeting; provided, however, that in the event
less than ten (10) days' notice or prior public disclosure of the date of the
meeting is given or made to the shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
public disclosure was made. Such shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the special
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meeting (a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting; (b) as to
the shareholder giving notice (i) the name and address, as they appear on the
Corporation's books, of such shareholder, and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder; and
(c) any material interest of the shareholder in such business. No business shall
be conducted at any special meeting of the Corporation except in accordance with
the procedures set forth above in this subsection 1.04. The Chairman of the
Meeting of the Shareholders shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with the procedures prescribed in this subsection 1.04 and, if he
should so determine and declare to the meeting, any such business not properly
brought before the meeting shall not be transacted.
Section 1.05 ADJOURNMENTS. Any meeting of the shareholders may be
adjourned from time to time to another date, time and place. If any meeting of
the shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment and the adjourned meeting is held not more
than 120 days after the date fixed for the original meeting.
Section 1.06 NOTICE OF MEETINGS. Unless otherwise required by law,
written notice of each meeting of the shareholders, stating the date, time and
place and, in the case of a special meeting, the purpose or purposes, shall be
given at least ten days and not more than 60 days prior to the meeting to every
holder of shares entitled to vote at such meeting except as specified in Section
1.05 or as otherwise permitted by law. The business transacted at a special
meeting of shareholders is limited to the purposes stated in the notice of the
meeting.
Section 1.07 WAIVER OF NOTICE. A shareholder may waive notice of the
date, time, place and purpose or purposes of a meeting of shareholders. A waiver
of notice by a shareholder entitled to notice is effective whether given before,
at or after the meeting, and whether given in writing, orally or by attendance.
Attendance by a shareholder at a meeting is a waiver of notice of that meeting,
unless the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened,
or 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 the item at that meeting.
Section 1.08 VOTING RIGHTS.
SUBDIVISION 1. A shareholder shall have one vote for each share held
which is entitled to vote. Except as otherwise required by law, a
holder of shares entitled to vote may vote any portion of the shares in
any way the shareholder chooses. If a shareholder votes without
designating the proportion or number of shares voted in a particular
way, the shareholder is deemed to have voted all of the shares in that
way.
SUBDIVISION 2. The Board of Directors may fix a date not more than 60
days before the date of a meeting of shareholders as the date for the
determination of the holders of shares entitled to notice of and
entitled to vote at the meeting. When a date is so fixed,
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only shareholders on that date are entitled to notice of and permitted
to vote at that meeting of shareholders.
Section 1.09 PROXIES. A shareholder may cast or authorize the casting
of a vote by filing a written appointment of a proxy with an officer of the
Corporation at or before the meeting at which the appointment is to be
effective. The shareholder may sign or authorize the written appointment by
telegram, cablegram or other means of electronic transmission setting forth or
submitted with information sufficient to determine that the shareholder
authorized such transmission. Any copy, facsimile, telecommunication or other
reproduction of the original of either the writing or transmission may be used
in lieu of the original, provided that it is a complete and legible reproduction
of the entire original.
Section 1.10 QUORUM. The holders of a majority of the voting power of
the shares entitled to vote at shareholders meetings are a quorum for the
transaction of business. 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 the shareholders
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 1.11 ACTS OF SHAREHOLDERS.
SUBDIVISION 1. Except as otherwise required by law or specified in the
Articles of Incorporation of the Corporation, the shareholders shall
take action by the affirmative vote of the holders of the greater of
(a) a majority of the voting power of the shares present and entitled
to vote on that item of business or (b) a majority of the voting power
of the minimum number of shares entitled to vote that would constitute
a quorum for the transaction of business at a duly held meeting of
shareholders.
SUBDIVISION 2. A shareholder voting by proxy authorized to vote on less
than all items of business considered at the meeting shall be
considered to be present and entitled to vote only with respect to
those items of business for which the proxy has authority to vote. A
proxy who is given authority by a shareholder who abstains with respect
to an item of business shall be considered to have authority to vote on
that item of business.
Section 1.12 ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the shareholders of the Corporation may be taken
without a meeting by written action signed by all of the shareholders entitled
to vote on that action. The written action is effective when it has been signed
by all of those shareholders, unless a different effective time is provided in
the written action.
Section 1.13 ORGANIZATION. The Chairman of the Board, or in his or her
absence, the Chief Executive Officer or any other executive officer, calls to
order all meetings of the shareholders and acts as the chairperson of the
meetings. The Secretary of the corporation acts as secretary of all meetings. In
the Secretary's absence, the chairperson may appoint any other person to act as
secretary.
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Section 1.14 ORDER OF BUSINESS. The order of business at regular
meetings and, as far as possible, at other meetings of the shareholders is (1)
calling of the roll; (2) proof of due notice of meeting, or waiver of notice;
(3) reading and disposal of any unapproved minutes; (4) reports of all officers
and committees; (5) election of directors; (6) unfinished business; (7) new
business; and (8) adjournment.
ARTICLE II
DIRECTORS
Section 2.01 NUMBER; QUALIFICATIONS. Except as authorized by the
shareholders pursuant to a shareholder control agreement or unanimous
affirmative vote, the business and affairs of the Corporation shall be managed
by or under the direction of a Board of three or more directors as provided in
the Articles of Incorporation. Directors shall be natural persons. The
shareholders at each regular meeting shall determine the number of directors to
constitute the Board, provided that thereafter the authorized number of
directors may be increased by the shareholders or the Board and decreased by the
shareholders. Directors need not be shareholders.
Section 2.02 TERM. Each director shall serve for an indefinite term
that expires at the next regular meeting of the shareholders. A director shall
hold office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.
Section 2.03 VACANCIES. Vacancies on the Board of Directors resulting
from the death, resignation, removal or disqualification of a director may be
filled by the affirmative vote of a majority of the remaining members of the
Board, though less than a quorum. Vacancies on the Board resulting from newly
created directorships may be filled by the affirmative vote of a majority of the
directors serving at the time such directorships are created. Each person
elected to fill a vacancy shall hold office until a qualified successor is
elected by the shareholders at the next regular meeting or at any special
meeting duly called for that purpose.
Section 2.04 PLACE OF MEETINGS. Each meeting of the Board of Directors
shall be held at the principal executive office of the Corporation or at such
other place as may be designated from time to time by a majority of the members
of the Board or by the Chief Executive Officer. A meeting may be held by
conference among the directors using any means of communication through which
the directors may simultaneously hear each other during the conference.
Section 2.05 REGULAR MEETINGS. Regular meetings of the Board of
Directors for the election of officers and the transaction of any other business
shall be held without notice at the place of and immediately after each regular
meeting of the shareholders.
Section 2.06 SPECIAL MEETINGS. A special meeting of the Board of
Directors may be called for any purpose or purposes at any time by any member of
the Board by giving not less than two days' notice to all directors of the date,
time and place of the meeting, provided that when notice is mailed, at least
four days' notice shall be given. The notice need not state the purpose of the
meeting.
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Section 2.07 WAIVER OF NOTICE; PREVIOUSLY SCHEDULED MEETINGS.
SUBDIVISION 1. A director of the Corporation may waive notice of the
date, time and place of a meeting of the Board. A waiver of notice by a
director entitled to notice is effective whether given before, at or
after the meeting, and whether given in writing, orally or by
attendance. Attendance by a director at a meeting is a waiver of notice
of that meeting unless the director objects at the beginning of the
meeting to the transaction of business because the meeting is not
lawfully called or convened and thereafter does not participate in the
meeting.
SUBDIVISION 2. If the day or date, time and place of a Board meeting
have been provided herein or announced at a previous meeting of the
Board, no notice is required. Notice of an adjourned meeting need not
be given other than by announcement at the meeting at which adjournment
is taken of the date, time and place at which the meeting will be
reconvened.
Section 2.08 QUORUM. The presence in person of a majority of the
directors currently holding office shall be necessary to constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further notice
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 the directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 2.09 ACTS OF BOARD. Except as otherwise required by law or
specified in the Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of a majority of the directors present at a
duly held meeting.
Section 2.10 PARTICIPATION BY ELECTRONIC COMMUNICATIONS. A director may
participate in a Board meeting by any means of communication through which the
director, other directors so participating and all directors physically present
at the meeting may simultaneously hear each other during the meeting. A director
so participating shall be deemed present in person at the meeting.
Section 2.11 ABSENT DIRECTORS. A director of the Corporation may give
advance written consent or opposition to a proposal to be acted on at a Board
meeting. If the director is not present at the meeting, consent or opposition to
a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.
Section 2.12 ACTION WITHOUT A MEETING. An action required or permitted
to be taken at a Board meeting may be taken without a meeting by written action
signed by all of the directors. Any action, other than an action requiring
shareholder approval, if the Articles of Incorporation so provide, may be taken
by written action signed by the number of directors that would be
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required to take the same action at a meeting of the Board at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date.
Section 2.13 COMMITTEES. SUBDIVISION 1. A resolution approved by the
affirmative vote of a majority of the Board may establish committees having the
authority of the Board in the management of the business of the Corporation only
to the extent provided in the resolution. Committees shall be subject at all
times to the direction and control of the Board, except as provided in Section
2.14.
SUBDIVISION 2. A committee shall consist of one or more natural
persons, who need not be directors, appointed by affirmative vote of a
majority of the directors present at a duly held Board meeting.
SUBDIVISION 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall
apply to committees and members of committees to the same extent as
those sections apply to the Board and directors.
SUBDIVISION 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.
Section 2.14 SPECIAL LITIGATION COMMITTEE. Pursuant to the procedure
set forth in Section 2.13, the Board may establish a committee composed of one
or more independent directors or other independent persons to determine whether
it is in the best interests of the Corporation to pursue a particular legal
right or remedy of the Corporation and whether to cause, to the extent permitted
by law, the dismissal or discontinuance of a particular proceeding that seeks to
assert a right or remedy on behalf of the Corporation. The committee, once
established, is not subject to the direction or control of, or termination by,
the Board. A vacancy on the committee may be filled by a majority vote of the
remaining committee members. The good faith determinations of the committee are
binding upon the Corporation and its directors, officers and shareholders to the
extent permitted by law. The committee terminates when it issues a written
report of its determinations to the Board.
Section 2.15 COMPENSATION. The Board may fix the compensation, if any,
of directors.
ARTICLE III
OFFICERS
Section 3.01 NUMBER AND DESIGNATION. The Corporation shall have one or
more natural persons exercising the functions of the offices of Chief Executive
Officer and Chief Financial Officer. The Board of Directors may elect or appoint
such other officers or agents as it deems necessary for the operation and
management of the Corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board, including, without
limitation, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall have the
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powers, rights, duties and responsibilities set forth in these By-Laws unless
otherwise determined by the Board. Any of the offices or functions of those
offices may be held by the same person.
Section 3.02 CHIEF EXECUTIVE OFFICER. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Executive Officer (a)
shall have general active management of the business of the Corporation; (b)
shall, when present, preside at all meetings of the shareholders and Board; (c)
shall see that all orders and resolutions of the Board are carried into effect;
(d) may maintain records of and certify proceedings of the Board and
shareholders; and (e) shall perform such other duties as may from time to time
be assigned by the Board.
Section 3.03 CHIEF FINANCIAL OFFICER. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
moneys, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositories as the Board shall designate from time to time; (c)
shall endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
Corporation, as ordered by the Board; (e) shall render to the Chief Executive
Officer and the Board, whenever requested, an account of all of such officer's
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Executive Officer from time to time.
Section 3.04 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 shall perform such duties as may from time to
time be assigned by the Board.
Section 3.05 VICE PRESIDENTS. Any one or more Vice Presidents, if any,
may be designated by the Board of Directors as Executive Vice Presidents or
Senior Vice Presidents. During the absence or disability of the President, it
shall be the duty of the highest ranking Executive Vice President, and, in the
absence of any such Vice President, it shall be the duty of the highest ranking
Senior Vice President or other Vice President, who shall be present at the time
and able to act, to perform the duties of the President. The determination of
who is the highest ranking of two or more persons holding the same office shall,
in the absence of specific designation of order of rank by the Board, be made on
the basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Corporation.
Section 3.06 SECRETARY. The Secretary, unless otherwise determined by
the Board of Directors, shall attend all meetings of the shareholders and all
meetings of the Board, shall record or cause to be recorded all proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these By-Laws, the
Secretary shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board.
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Section 3.07 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 shall perform such duties as may from time to
time be assigned by the Board.
Section 3.08 AUTHORITY AND DUTIES. In addition to the foregoing
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
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 may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
Section 3.09 TERM.
SUBDIVISION 1. All officers of the Corporation shall hold office until
their respective successors are chosen and have qualified or until
their earlier death, resignation or removal.
SUBDIVISION 2. An officer may resign at any time by giving written
notice to the Corporation. The resignation is effective without
acceptance when the notice is given to the Corporation, unless a later
effective date is specified in the notice.
SUBDIVISION 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority
of the directors present at a duly held Board meeting.
SUBDIVISION 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a
vacancy in the office of Chief Executive Officer or Chief Financial
Officer shall, be filled for the unexpired portion of the term by the
Board.
Section 3.10 SALARIES. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the Chief Executive Officer if
authorized by the Board.
ARTICLE IV
INDEMNIFICATION
Section 4.01 INDEMNIFICATION. The Corporation shall indemnify its
officers and directors for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as required or permitted by Minnesota
Statutes, Section 302A.521, as amended from time to time, or as required or
permitted by other provisions of law or the Articles of Incorporation.
Section 4.02 INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE
NOT DIRECTORS. Unless otherwise provided in the Articles of Incorporation, the
Corporation shall indemnify and advance expenses to any officer, employee, or
agent of the Corporation made a party to a
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proceeding because he is or was an officer, employee, or agent of the
Corporation, against liability for expenses and liabilities incurred in the
proceeding, in such manner, under such circumstances, and to the fullest extent,
as required or permitted by the Minnesota Business Corporation Act, as amended
from time to time, or as required or permitted by other provisions of law.
Section 4.03 ADVANCE EXPENSES FOR DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES. If a determination is made, following the procedures of the Minnesota
Business Corporation Act that the director, officer, agent or employee has met
the requirements set forth therein; and if an authorization of payment is made,
then, unless otherwise provided in the Articles of Incorporation, the
Corporation shall pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding.
Section 4.04 INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person on or arising from that
capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability.
ARTICLE V
SHARES
Section 5.01 CERTIFICATED AND UNCERTIFICATED SHARES.
SUBDIVISION 1. The shares of the Corporation shall be either
certificated shares or uncertificated shares. Each holder of duly
issued certificated shares is entitled to a certificate of shares.
SUBDIVISION 2. Each certificate of shares of the Corporation shall bear
the corporate seal, if any, and shall be signed by the Chief Executive
Officer, or the President or any Vice President, and the Chief
Financial Officer, or the Secretary or any Assistant Secretary, but
when a certificate is signed by a transfer agent or a registrar, the
signature of any such officer and the corporate seal upon such
certificate may be facsimiles, engraved or printed. If a person signs
or has a facsimile signature placed upon a certificate while an
officer, transfer agent or registrar of the Corporation, the
certificate may be issued by the Corporation, even if the person has
ceased to serve in that capacity before the certificate is issued, with
the same effect as if the person had that capacity at the date of its
issue.
SUBDIVISION 3. A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue shares of
more than one class or series, set forth upon the face or back of the
certificate, or shall state that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the
shares of each class or series authorized to be issued, so far as they
have been determined, and the authority of the Board to determine the
relative rights and preferences of subsequent classes or series.
SUBDIVISION 4. A resolution approved by the affirmative vote of a
majority of the directors present at a duly held meeting of the Board
may provide that some or all of any
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or all classes and series of the shares of the Corporation will be
uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until the certificate is surrendered to
the Corporation.
Section 5.02 DECLARATION OF DIVIDENDS AND OTHER DISTRIBUTIONS. The
Board of Directors shall have the authority to declare dividends and other
distributions upon the shares of the Corporation to the extent permitted by law.
Section 5.03 TRANSFER OF SHARES. Shares of the Corporation may be
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. In the case of certificated shares, shares
shall be transferred only upon surrender and cancellation of certificates for a
like number of shares. The Board of Directors, however, may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect transfers of shares.
Section 5.04 RECORD DATE. The Board of Directors may fix a time, not
exceeding 60 days preceding the date fixed for the payment of any dividend or
other distribution, as a record date for the determination of the shareholders
entitled to receive payment of such dividend or other distribution, and in such
case only shareholders of record on the date so fixed shall be entitled to
receive payment of such dividend or other distribution, notwithstanding any
transfer of any shares on the books of the Corporation after any record date so
fixed.
Section 5.05 LOST CERTIFICATES; REPLACEMENT. A new share certificate
may be issued in place of one that is alleged to have been lost, stolen, or
destroyed upon such requirements deemed necessary by the Board.
Section 5.06 FRACTIONAL SHARES. The Corporation may issue fractions of
a share originally or on transfer. If the Board of Directors decides not to
issue fractions of a share in connection with an original issuance of shares the
Board must arrange for the disposition of fractional interests by persons
entitled to them, paying in money the fair value of fractions of a share as of
the time when persons entitled to receive the fractions are determined, or issue
scrip or warrants in registered or bearer form that entitle the holder to
receive a certificate for a full share on the surrender of scrip or warrants
aggregating a full share.
Section 5.07 REGISTRATION OF THE TRANSFER OF SHARES. Registration of
the transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation. In order to register a transfer, the record
owner shall surrender the shares to the Corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the Corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the Corporation as the owner, the person in whose name
shares stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
Section 5.08 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The Board of
Directors may impose restrictions on the transfer or registration of transfer of
shares including any security convertible into, or carrying a right to subscribe
for or acquire shares. A restriction does not affect
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shares issued before the restriction was adopted unless the holders of the
shares are parties to the restriction agreement or voted in favor of the
restriction.
A restriction on the transfer or registration of transfer of shares may
be authorized:
(1) to maintain the Corporation's status when it is dependent on
the number or identity of its shareholders;
(2) to preserve exemptions under federal or state securities law;
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares
may:
(1) obligate the shareholder first to offer the Corporation or
other persons (separately, consecutively, or simultaneously)
an opportunity to acquire the restricted shares;
(2) obligate the Corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted
shares;
(3) require the Corporation, the holders of any class of its
shares, or another person to approve the transfer of the
restricted shares, if the requirement is not manifestly
unreasonable;
(4) prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not
manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if this
section authorizes the restriction and its existence is noted conspicuously on
the front or back of the certificate. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.
ARTICLE VI
MISCELLANEOUS
Section 6.01 EXECUTION OF INSTRUMENTS.
SUBDIVISION 1. All deeds, mortgages, bonds, checks, contracts and other
instruments pertaining to the business and affairs of the Corporation
shall be signed on behalf of the Corporation by the Chief Executive
Officer, or the President, or any Vice President, or by such other
person or persons as may be designated from time to time by the Board
of Directors.
SUBDIVISION 2. If a document must be executed by persons holding
different offices or functions and one person holds such offices or
exercises such functions, that person may
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execute the document in more than one capacity if the document
indicates each such capacity.
Section 6.02 ADVANCES. The Corporation may, without a vote of the
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 6.03 CORPORATE SEAL. The seal of the Corporation, if any, shall
be a circular embossed seal having inscribed thereon the name of the Corporation
and the following words:
"Corporate Seal Minnesota".
Section 6.04 FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.
Section 6.05 AMENDMENTS. The Board of Directors shall have the power to
adopt, amend or repeal the By-Laws of the Corporation, subject to the power of
the shareholders to change or repeal the same, provided, however, that the Board
shall not adopt, amend or repeal any By-Law fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling vacancies
in the Board, or fixing the number of directors or their classifications,
qualifications or terms of office, but may adopt or amend a By-Law that
increases the number of directors.
Section 6.06 REGISTERED OFFICE. The registered office of the
Corporation is that established from time to time by duly adopted resolution of
the Board of Directors.
Section 6.07 REGISTERED AGENT. The registered agent of the Corporation
may be designated from time to time by duly adopted resolution of the Board of
Directors.
Section 6.08 OFFICES. The Corporation may have and maintain any other
offices, including its principal business office or its principal executive
office, either within or without the state of Minnesota.
Section 6.09. EMERGENCY BY-LAWS. Unless the Articles of Incorporation
provide otherwise, the following provisions of this Section 6.09, shall be
effective during an emergency, which is defined as when a quorum of the
Corporation's directors cannot be readily assembled because of some catastrophic
event.
During such emergency:
(a) NOTICE OF BOARD MEETINGS. Any one member of the board of
directors or any one of the following officers: Chief
Executive Officer, President, Executive Vice-President, any
vice-president, Secretary, Chief Financial Officer or
treasurer may call a meeting of the Board of Directors. Notice
of such meeting need be given only to those directors, whom it
is practicable to reach, and may be given in any practical
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manner, including by publication and radio. Such notice shall
be given at least six hours prior to commencement of the
meeting.
(b) TEMPORARY DIRECTORS AND QUORUM. One or more officers of the
Corporation present at the emergency board meeting, as is
necessary to achieve a quorum, shall be considered to be
directors for the meeting, and shall so serve in order or
rank, and within the same rank, in order of seniority. In the
event that less than a quorum of the directors are present
(including any officers who are to serve as directors for the
meeting), those directors present (including the officers
serving as directors) shall constitute a quorum.
(c) ACTIONS PERMITTED TO BE TAKEN. The Board as constituted in
paragraph (b) and after notice as set forth in paragraph (a)
may:
(1) OFFICERS' POWERS. Prescribe emergency powers to any
officer of the Corporation;
(2) DELEGATION OF ANY POWER. Delegate to any officer or
director, any of the powers of the Board of
Directors;
(3) LINES OF SUCCESSION. Designate lines of succession of
officers and agents, in the event that any of them
are unable to discharge their duties;
(4) RELOCATE PRINCIPAL PLACE OF BUSINESS. Relocate the
principal place of business, or designate successive
or simultaneous principal places of business;
(5) ALL OTHER ACTION. Take any other action convenient,
helpful, or necessary to carry on the business of the
Corporation.
Section 6.10 ARTICLES OF INCORPORATION CONTROLLING. In all respects,
the Corporation's Articles of Incorporation are controlling and have precedence
over the provisions of the bylaws.
The above bylaws were adopted by the Shareholders on October 25, 2001,
effective that date.
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