. The principal executive office of the corporation shall be 2575
University Avenue W., St. Paul, Minnesota
55114, and the corporation may have offices at such other
places within or without the State of Minnesota
as the Board of Directors shall from time to time
determine or the business of the corporation requires.
MEETINGS OF SHAREHOLDERS
2.1 Regular Meetings. Regular meetings of the shareholders of the corporation
entitled to vote shall be held on an annual or other less frequent basis as shall be determined by
the Board of Directors or by the chief executive officer; provided, that if a regular meeting has
not been held during the immediately preceding 15 months, a shareholder or shareholders holding 3%
or more of the voting power of all shares entitled to vote may demand a regular meeting of
shareholders by written notice of demand given to an officer of the corporation. At each regular
meeting, the shareholders, voting as provided in the Articles of Incorporation and these Bylaws,
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 shall transact
such other business as shall come before the meeting. No meeting shall be considered a regular
meeting unless specifically designated as such in the notice of meeting or unless all shareholders
entitled to vote are present in person or by proxy and none of them objects to such designation.
2.2 Special Meetings. Special meetings of the shareholders entitled to vote may be
called at any time by the Chairman of the Board, the chief executive officer, the chief financial
officer, two or more directors, or a shareholder or shareholders holding ten percent (10%) or more
of the voting power of all shares entitled to vote.
2.3 Place of Meetings
. Meetings of the shareholders shall be held at the
principal executive office of the corporation or at such other place, within or without the State
as is designated by the Board of Directors, except that a regular
meeting called by or at the demand of a shareholder shall be held in the county where the
principal executive office of the corporation is located.
2.4 Notice of Meetings. There shall be mailed to each holder of shares entitled to
vote, at his address as shown by the books of the corporation, a notice setting out the place, date
and hour of any regular or special meeting, which notice shall be mailed not less than ten (10)
days nor more than sixty (60) days prior to the date of the meeting; provided, that notice of a
meeting at which there is to be considered a proposal (i) to dispose of all, or substantially all,
of the property and assets of the corporation or (ii) to dissolve the corporation shall be mailed
to all shareholders of record, whether or not entitled to vote; and provided further, that notice
of a meeting at which there is to be considered a proposal to adopt a plan of merger or exchange
shall be mailed to all shareholders of record, whether or not entitled to vote, at least fourteen
(14) days prior thereto. Notice of any special meeting shall state the purpose or purposes of the
proposed meeting, and the business transacted at all special meetings shall be confined to the
purposes stated in the notice, unless all of the shareholders are present in person or by proxy and
none of them objects to consideration of a particular item of business. Attendance at a meeting by
any shareholder, without objection by him, shall constitute his waiver of notice of the meeting.
2.5 Quorum and Adjourned Meeting. The holders of 33-1/3% of the voting power
of the shares entitled to vote at a meeting, represented either in person or by proxy, shall
constitute a quorum for the transaction of business at any regular or special meeting of
shareholders. If a quorum is present when a duly called or held meeting is convened, the
shareholders present may continue to transact business until adjournment, even though the
withdrawal of a number of shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. In case a quorum is not present at any meeting, those present
shall have the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite number of shares entitled to vote shall be
represented. At such adjourned meeting at which the required amount of shares entitled to vote
shall be represented, any business may be transacted which might have been transacted at the
2.6 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
subscribed by such shareholder. Each shareholder shall have one (1) vote for each share
having voting power standing in his name on
the books of the corporation except as may be otherwise required to provide for cumulative
voting (if not denied by the Articles). Upon the 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
determined and all questions decided by a majority vote of the number of shares entitled to vote
and represented at any meeting at which there is a quorum except in such cases as shall otherwise
be required by statute, the Articles of Incorporation or these Bylaws. Except as may otherwise be
required to conform to cumulative voting procedures, directors shall be elected by a plurality of
the votes cast by holders of shares entitled to vote thereon.
2.7 Record Date. The Board of Directors may fix a time, not exceeding sixty (60)
days preceding the date of any meeting of shareholders, as a record date for the determination of
the shareholders entitled to notice of and entitled to vote at such meeting, notwithstanding any
transfer of any shares on the books of the corporation after any record date so fixed. In the
absence of action by the Board, only shareholders of record twenty (20) days prior to a meeting may
vote at such meeting.
2.8 Order of Business. The suggested order of business at any regular meeting, and,
to the extent appropriate, at all other meetings of the shareholders shall, unless modified by the
presiding chairman, be:
(a) Call of roll
(b) Proof of due notice of meeting or waiver of notice
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Reports of officers and committees
(f) Election of directors
(g) Unfinished business
(h) New business
3.1 General Powers. 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 Directors.
3.2 Number, Term and Qualifications. The Board of Directors shall consist of one or
more members. The number of
members of the first Board (if not named in the Articles of Incorporation) shall be determined
by the incorporators or shareholders. Thereafter, at each regular meeting of shareholders, the
shareholders shall determine the number of directors; provided, that between regular meetings of
shareholders the authorized number of directors may be increased or decreased by the shareholders
or increased by the Board of Directors. Each director shall serve for an indefinite term that
expires at the next regular meeting of shareholders, and until his successor is elected and
qualified, or until his earlier death, resignation, disqualification, or removal as provided by
3.3 Vacancies. Vacancies on the Board of Directors may be filled by the
affirmative vote of a majority of the remaining members of the Board, though less than a quorum;
provided, that newly created directorships resulting from an increase in the authorized number of
directors shall be filled by the affirmative vote of a majority of the directors serving at the
time of such increase. Persons so elected shall be directors until their successors are elected by
the shareholders, who may make such election at the next regular or special meeting of the
3.4 Quorum and Voting. A majority of the directors currently holding office shall
constitute a quorum for the transaction of business. Except as otherwise provided in the Articles
of Incorporation or these Bylaws, the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors.
3.5 Board Meetings; Place and Notice
. Meetings of the Board of Directors may be held
from time to time at any place within or without the State of Minnesota
that the Board of Directors
may designate. In the absence of designation by the Board of Directors, Board meetings shall be
held at the principal executive office of the corporation. Any director may call a Board meeting
by giving forty-eight (48) hours notice to all directors of the date and time of the meeting. The
notice need not state the purpose of the meeting, and may be given by mail, telephone, telegram, or
in person. If a meeting schedule is adopted by the Board, or if the date and time of a Board
meeting has been announced at a previous meeting, no notice is required.
3.6 Absent Directors. A director 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 of 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
3.7 Compensation. Directors who are not salaried officers of the corporation shall
receive such fixed sum per meeting attended or such fixed annual sum or both as shall be determined
from time to time by resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other capacity and
receiving proper compensation therefor.
3.8 Committees. The Board of Directors may, by resolution approved by the
affirmative vote of a majority of the Board, 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.
Each such 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, and shall be subject at all
times to the direction and control of the Board. A majority of the members of a committee present
at a meeting shall constitute a quorum for the transaction of business.
3.9 Committee of Disinterested Persons. The Board may establish a committee
composed of two or more disinterested directors or other disinterested 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 the dismissal or discontinuance of a particular proceeding that
seeks to assert a right or remedy on behalf of the corporation. For purposes of this section, a
director or other person is disinterested if the director or other person is not the owner of
more than one percent of the outstanding shares of, or a present or former officer, employee, or
agent of, the corporation or of a related corporation and has not been made or threatened to be
made a party to the proceeding in question. 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 members. The good faith determinations of the committee are
binding upon the corporation
and its directors, officers and shareholders. The committee
terminates when it issues a written report of its determinations to the Board.
3.10 Order of Business. The suggested order of business at any meeting of the Board
of Directors shall, to the extent appropriate and unless modified by the presiding chairman, be:
(a) Roll call
(b) Proof of due notice of meeting or waiver of notice, or unanimous presence and declaration by presiding chairman
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Reports of officers and committees
(f) Election of officers
(g) Unfinished business
(h) New business
4.1 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 including, but not limited to, a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall
have the powers, rights, duties and responsibilities set forth in these Bylaws unless otherwise
determined by the Board. Any of the offices or functions of those offices may be held by the same
4.2 Election, Term of Office and Qualification. At the first meeting of the Board
following each election of directors, the Board shall elect officers, who shall hold office until
the next election of officers or until their successors are elected or appointed and qualify;
provided, however, that any officer may be removed with or without cause by the affirmative vote of
a majority of the Board of Directors present (without prejudice, however, to any contract rights of
4.3 Resignation. Any officer may resign at any time by giving written notice
to the corporation. The resignation is effective when notice is given to the corporation, unless a
date is specified in the notice, and acceptance of the resignation shall not be necessary to
make it effective.
4.4 Vacancies in Office. If there be a vacancy in any office of the corporation, by
reason of death, resignation, removal
or otherwise, such vacancy shall be filled for the unexpired term by the Board of Directors.
4.5 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 and in the absence of the Chairman of the
Board, preside at all meetings of the shareholders an board of Directors; (c) shall see that all
orders and resolutions of the Board are carried into effect; (d) shall sign and deliver in the name
of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the corporation, except in cases in which the authority to sign and deliver is required
by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws or
the Board to some other officer or agent of the corporation; (e) may maintain records of and
certify proceedings of the Board and shareholders; and (f) shall perform such other duties as may
from time to time be assigned to him by the Board.
4.6 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 monies, drafts and checks in the name of and to the credit
of the corporation in such banks and depositories as the Board of Directors shall designate from
time to time; (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 of Directors, whenever requested, an
account of all of his 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 of Directors
or the chief executive officer form time to time.
4.7 Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board and shall exercise general supervision and direction
over the more significant matters of policy affecting the affairs of the corporation, including
particularly its financial and fiscal affairs.
4.8 President. Unless otherwise determined by the Board, the President shall be the
chief executive officer. 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 to him
by the Board.
4.9 Vice President. Each Vice President shall have such powers and shall perform
such duties as may be specified in these Bylaws or prescribed by the Board of Directors. In the
event of absence or disability of the President, the Board of Directors may designate a Vice
President or Vice Presidents to succeed to the power and duties of the President.
4.10 Secretary. The Secretary shall, unless otherwise determined by the Board, be
secretary of and attend all meetings of the shareholders and Board of Directors, and may record the
proceedings of such meetings in the minute book of the corporation and, whenever necessary, certify
such proceedings. The Secretary shall give proper notice of meetings of shareholders and shall
perform such other duties as may be prescribed by the Board of Directors or the chief executive
officer from time to time.
4.11 Treasurer. Unless otherwise determined by the Board, 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 be prescribed by the Board
of Directors or the chief executive officer from time to time.
4.12 Delegation. Unless prohibited by a resolution approved by the affirmative vote
of a majority of the directors present, an officer elected or appointed by the Board may delegate
in writing some or all of the duties and powers of his office to other persons.
5.1 The corporation shall indemnify such persons, for such expenses and liabilities, in such
manner, under such circumstances, and to such extent, as permitted by Minnesota
302A.521, as now enacted or hereafter amended.
SHARES AND THEIR TRANSFER
. The shares of the corporation stock may be certificated or
non-certificated, as provided under the Minnesota
Business Corporation Act, and shall be entered in
the books of the corporation and registered as they are issued.
Any certificates representing shares of stock shall be in such form as the Board of Directors
shall prescribe, certifying the number and class of shares of the stock of the corporation owned by
the shareholder. Any certificates issued to any shareholder of the corporation shall be signed
manually or by facsimile by, or in the name of, the corporation by the chief executive officer, the
chief financial officer, or any other officer of the corporation. In case any officer or officers
who have signed, or whose facsimile signature or signatures have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation whether because of
death, resignation or otherwise before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers of the corporation.
Within a reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice that shall set forth the
name of the corporation, that the corporation is organized under the laws of the State of
, the name of the shareholder, the number and class (and the designation of the series, if
any) of the shares represented, and any restrictions on the transfer or registration of such shares
of stock imposed by the corporations Articles of Incorporation, these Bylaws, any agreement among
shareholders or any agreement between shareholders and the corporation.
6.2 Transfer of Certificated Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the
shareholder entitled thereto, cancel the old certificate and record the transaction upon the
corporations books. Upon the surrender of any certificate for transfer of stock, such certificate
shall at once be conspicuously marked on its face Cancelled and filed with the permanent stock
records of the corporation.
6.3 Transfer of Uncertificated Stock. Upon the receipt of proper transfer
instructions from the registered owner of uncertificated shares, such uncertificated shares shall
be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made
to the shareholder entitled thereto, and the transaction shall be recorded upon the books of
the corporation. If the corporation has a transfer agent or registrar acting on its behalf,
the signature of any officer or representative thereof may be in facsimile.
6.4 Transfer Agent. The Board of Directors may appoint a transfer agent and one or
more co-transfer agents and registrar and one or more co-registrars and may make or authorize such
agent to make all such rules and regulations deemed expedient concerning the issue, transfer and
registration of shares of stock.
6.5 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a (i)
new certificate or certificates or (ii) uncertificated shares to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of (i) a new certificate or
certificates or (ii) uncertificated shares, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or the owners legal representative, to give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
7.1 Distributions; Acquisitions of Shares. Subject to the provisions of law, the
Board of Directors may authorize the acquisition of the corporations shares and may authorize
distributions whenever and in such amounts as, in its opinion, the condition of the affairs of the
corporation shall render it advisable.
7.2 Fiscal Year. The fiscal year of the corporation shall be established by the
Board of Directors.
7.3 Seal. The corporation shall have such corporate seal or no corporate seal as the
Board of Directors shall from time to time determine.
7.4 Securities of Other Corporations.
(a) Voting Securities Held by the Corporation. Unless otherwise ordered by
the Board of Directors, the chief executive officer shall have full power and authority on behalf
corporation (i) to attend and to vote at any meeting of security holders of other companies in
which the corporation may hold securities; (ii) to execute any proxy for such meeting on behalf of
the corporation; and (iii) to execute a written action in lieu of a meeting of such other company
on behalf of this corporation; provided, however, that any vote cast shall be in direct proportion
to the way in which each director of the corporation would have voted on the matter in question, if
given the opportunity so to vote. At such meeting, by such proxy or by such writing in lieu of
meeting, the chief executive officer shall, subject to the provisions of this section, possess and
may exercise any and all rights and powers incident to the ownership of such securities that the
corporation might have possessed and exercised if it had been present. The Board of Directors may
from time to time confer like powers upon any other person or persons.
(b) Purchase and Sale of Securities. Upon unanimous approval of the Board of
Directors, the chief executive officer shall have full power and authority on behalf of the
corporation to purchase, sell, transfer or encumber securities of any other company owned by the
corporation which represent not more than 10% of the outstanding securities of such issue, and may
execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer
or encumbrance. The Board of Directors may from time to time confer like powers upon any other
person or persons.
8.1 Waiver of Notice
. Whenever any notice whatsoever is required to be given by
these Bylaws, the Articles of Incorporation or any of the laws of the State of Minnesota
, a waiver
thereof given by the person or persons entitled to such notice, whether before, at or after the
time stated therein and either in writing, orally or by attendance, shall be deemed equivalent to
the actual required notice.
8.2 Conference Meetings and Participation. A conference
among directors by any means
of communication through which the directors may simultaneously hear each other during the
conference constitutes a Board meeting, if the same notice is given of the conference as would be
required for a meeting, and if the number of directors participating in the conference would be
sufficient to constitute a quorum at a meeting. Participation in a meeting by that means
constitutes presence in person at the meeting. A director may participate in a Board meeting not
heretofore described in this paragraph, 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. Participation in a meeting by
that means constitutes presence in person at the meeting. The provisions of this section shall
apply to committees and members of committees to the same extent as they apply to the Board and
8.3 Authorization Without Meeting. Any action of the shareholders, the Board
of Directors, or any committee of the corporation which may be taken at a meeting thereof, may be
taken without a meeting if authorized by a writing signed by all of the holders of shares who would
be entitled to vote on such action, by all of the directors (unless less than unanimous action is
permitted by the Articles of Incorporation), or by all of the members of such committee, as the
case may be.
AMENDMENTS OF BYLAWS
9.1 Amendments. Unless the Articles of Incorporation provide otherwise, these
Bylaws may be altered, amended, added to or repealed by the unanimous vote of the members of the
Board of Directors. Such authority in the Board of Directors is subject to the power of the
shareholders to change or repeal such Bylaws, and the Board of Directors shall not make or alter
any Bylaws fixing a quorum for meetings of shareholders, prescribing procedures for removing
directors or filling vacancies on the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but the Board may adopt or amend a Bylaw to
increase the number of directors.