Exhibit 3.12
BY-LAWS
OF
USSB II, INC.
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the
corporation shall be located in the city of Minneapolis, County of Hennepin,
Minnesota.
Section 2. Registered Office. The registered office of the
corporation may be the same as the principal office of the corporation, but in
any event must be located in the State of Minnesota.
Section 3. Other Business Offices. The corporation may have
business offices at such other places, either within or without the State of
Minnesota, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
ARTICLE II
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held at such time as may be specified by the Board of Directors for
fixing the number of directors and for their election, and for the transaction
of such other business as may properly come before the meeting. If the election
of directors shall not be held on the day designated for any annual meeting of
the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of shareholders as soon
thereafter as appropriate arrangements therefor can be made.
Section 2. Special Meeting of Shareholders. Special meetings of
the shareholders, for any purpose or purposes, may be called by the President
and shall be called by the President at the request of the holders of not less
than ten percent (10%) of all the outstanding shares of the corporation entitled
to vote at the meeting.
Section 3. Place of Meeting. Except as otherwise provided by law,
the Board of Directors may designate any place, either within or without the
State of Minnesota, as the place of meeting for any annual meeting or for any
special meeting. A waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without the State of
Minnesota, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation in the State of Minnesota.
Section 4. Notice of Meetings of Shareholders.
a. Annual Meetings and Special Meetings. Notice of the
time and place of all annual and special meetings shall be mailed by
the Secretary to each shareholder entitled to
notice to the last known address of said shareholder as the same
appears on the books of the corporation at least five (5) days before
the date of all annual and special meetings.
b. Mailing. Every notice shall be deemed duly served when
the same has been deposited in the United States mail, with postage
pre-paid, addressed to the shareholder at his, her or its address as
it appears on the stock transfer books of the corporation.
c. Waiver. Attendance of a person at a meeting of
shareholders, in person or by proxy, shall constitute a waiver of such
notice, except when attendance is for the express purpose of objecting
to the transaction of any business, because the meeting was not
lawfully called or convened.
Section 5. Quorum. The holders of a majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less than a majority
of the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at a meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
from the meeting of some of the shareholders leaving less than a quorum present
thereat.
Section 6. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
Section 7. Voting of Shares. Each outstanding share of common
stock of the corporation shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders, except as the Articles of
Incorporation, or the action of the Board of Directors, otherwise provide.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business, property and affairs of
the corporation shall be managed by its Board of Directors.
Section 2. Number. The number of Directors of the corporation
shall be not less than one (1) nor more than seven (7).
Section 3. Tenure. Each Director shall hold office for a one-year
term and until his successor shall have been elected.
Section 4. Annual Meetings. The annual meeting of the Directors
shall be held without notice immediately after the adjournment of the annual
meeting of shareholders or at such time as may otherwise be provided by the
Board of Directors.
Section 5. Qualifications. Directors need not be residents of the
State of Minnesota or shareholders of the corporation.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by the President. The person authorized to call special
meetings of the Board may fix the place
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within or without the State of Minnesota for holding any special meeting of the
Board of Directors called by him, and if no other place is fixed, the place of
meeting shall be the principal office of the corporation in the State of
Minnesota.
Section 7. Quorum. A majority of the members of the Board shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such a majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.
Section 8. Manner of Action. The act of the majority of the
Directors then present, at which a quorum was in attendance when the meeting
commenced, shall be the act of the Board of Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by appointment made by the remaining Director or
Directors, as the case may be. A Director elected to fill a vacancy shall serve
for the unexpired remainder of the term of his predecessor and until his
successor will have been elected.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of this corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer. Any two
offices may be held by the same person. Officers need not be Directors.
Section 2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the annual meeting of the Board of Directors held
following each annual meeting of the shareholders. Each officer shall hold
office until his successor shall have been duly elected or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
Section 3. Removal. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the chief operating
officer of the corporation and, subject to the control of the Board of
Directors, shall supervise and control all of the business and affairs of the
corporation. He shall have authority, subject to such rules as may be prescribed
by the Board of Directors, to appoint such agents and employees of the
corporation as he shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees shall
hold office at the discretion of the President. He shall have authority to sign,
execute and acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors, he may authorize any Vice President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his
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place and stead. In general, he shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of
Directors from time to time.
Section 6. Vice Presidents. In the absence of the President, or in
the event of his death, inability or refusal to act, the Vice President most
senior in assigned rank shall perform the duties of President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President shall perform such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.
Section 7. Secretary. The Secretary shall (a) keep the minutes of
the meetings of the shareholders and of the Board of Directors in one or more
books provided for the purpose; (b) see to it that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) have general charge of the stock transfer books of the
corporation, unless a transfer agent or agents be appointed by the Board of
Directors; and (f) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
President or by the Board of Directors.
Section 8. Treasurer. If required by the Board of Directors, the
Treasurer and any Assistant Treasurer selected by the Board of Directors shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine. He shall: (a) have
charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for monies due and payable to the
corporation from any source whatsoever; and deposit all such monies in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of these By-Laws; and (b) in
general perform all the duties incident to the office of the Treasurer and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.
Section 9. Assistants and Acting Officers. The Assistant
Secretaries and Assistant Treasurers, if any, selected by the Board of
Directors, shall perform such duties and have such authority as shall from time
to time be delegated or assigned to them by the Secretary or Treasurer,
respectively, or by the President or the Board of Directors. The Board of
Directors shall have the power to appoint any person to perform the duties of
any officer whenever for any reason it is impracticable for such officer to act
personally. Such acting officer so appointed shall have the powers of and be
subject to all the restrictions upon the officer to whose office he is so
appointed, except as the Board of Directors may by resolution otherwise
determine.
Section 10. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a Director of
the corporation.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form, consistent with law, as shall
be determined by the Board of Directors. Such certificates shall be signed by
the President and the Secretary or any Assistant Secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and the date of issue, shall be entered on the stock
transfer books of the corporation. All
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certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled.
Section 2. Restrictions on Transfer. The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Board of Directors upon the transfer of such shares.
Section 3. Lost, Destroyed or Stolen Certificates. Where the owner
claims that his certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the corporation has notice that such shares have been acquired
by a bona fide purchaser, and (b) files with the corporation a sufficient
indemnity bond, and (c) satisfies such other reasonable requirements as the
Board of Directors may prescribe.
ARTICLE VI
DIVIDENDS
The Board of Directors may from time to time declare dividends on its
outstanding shares in keeping with the laws of the State of Minnesota pertaining
thereto.
ARTICLE VII
AMENDMENTS
The Board of Directors, subject to the laws of the State of Minnesota
pertaining thereto, may make and alter the By-Laws; provided that any By-Law
amended, altered or repealed by the Directors as provided herein may thereafter
be amended, altered or repealed by the shareholders.
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