AS MOST RECENTLY AMENDED AUGUST 7, 1991
AMENDED AND
RESTATED BYLAWS
OF
UNITED HEALTHCARE CORPORATION
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. REGISTERED OFFICE. The registered office of the corporation in
Minnesota shall be that set forth in the Restated Articles of Incorporation or
in the most recent amendment of the Articles of Incorporation or resolution of
the directors filed with the Secretary of State of Minnesota changing the
registered office.
Section 1.02. OTHER OFFICES. The corporation may have such other offices, within
or without the State of Minnesota, as the directors shall, from time to time,
determine.
Section 1.03. CORPORATE SEAL. The corporation shall have no seal.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 2.01. PLACE AND TIME OF MEETINGS. Except as provided otherwise by
Minnesota Statutes, Chapter 302A, meetings of the shareholders may be held at
any place, within or without the State of Minnesota, as may from time to time be
designated by the directors and, in the absence of such designation, shall be
held at the registered office of the corporation in the State of Minnesota. The
directors shall designate the time of day for each meeting and, in the absence
of such designation, every meeting of shareholders shall be held at ten o'clock
a.m.
Section 2.02. REGULAR MEETINGS.
(a) A regular meeting of the shareholders shall be held on such date as
the Board of Directors shall by resolution establish.
(b) At a regular meeting of 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 may
properly come before them.
Section 2.03. SPECIAL MEETINGS. Special meetings of the shareholders may be held
at any time and for any purpose and may be called by the Chief Executive
Officer, the Chairman of the Board, the Chief Financial Officer, any two
directors, or by a shareholder or shareholders holding ten percent (10%) or more
of the shares entitled to vote on the matters to be presented to the meeting,
except that a special meeting of shareholders called for the purpose of
considering any action to directly or indirectly facilitate or effect a business
combination (as defined by Minnesota Law), including any action to change or
otherwise affect the composition of the Board of Directors for that purpose, may
not be called by less than twenty-five percent (25%) of the shares entitled to
vote on the matters to be presented at the meeting.
Section 2.04. QUORUM, ADJOURNED MEETINGS. The holder of a majority of the shares
entitled to vote shall constitute a quorum for the transaction of business at
any regular or special meeting. In case a quorum shall not be present at a
meeting, those present may adjourn the meeting to such day as they shall, by
majority vote, agree upon, and a notice of such adjournment and the date and
time at which such meeting shall be reconvened shall be mailed to each
shareholder entitled to vote at least 5 days before such adjourned meeting. If a
quorum is present, a meeting may be adjourned from time to time without notice
other than announcement at the meeting. At adjourned meetings at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally noticed. If a quorum is present, the shareholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 2.05. VOTING. At each meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote either in person or by proxy.
Each shareholder, unless the Articles of Incorporation or statute provide
otherwise, shall have one vote for each share having voting power registered in
such shareholder's name on the books of the corporation. Jointly owned shares
may be voted by any joint owner unless the corporation receives written notice
from any one of them denying the authority of that person to vote those shares.
Upon the demand of any shareholder, the vote upon any question before the
meeting shall be by ballot. All questions shall be decided by a majority vote of
the number of shares entitled to vote and represented at the meeting at the time
of the vote except if otherwise required by statute, the Articles of
Incorporation, or these Bylaws.
Section 2.06. CLOSING OF BOOKS. The Board of Directors may fix a time, not
exceeding 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 to
vote at, such meeting, notwithstanding any transfer of shares on the books of
the
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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.
If the Board of Directors fails to fix a record date for determination of the
shareholders entitled to notice of, and to vote at, any meeting of shareholders,
the record date shall be the 20th day preceding the date of such meeting.
Section 2.07. NOTICE OF MEETINGS. There shall be mailed to each shareholder,
shown by the books of the corporation to be a holder of record of voting shares,
at his address as shown by the books of the corporation, a notice setting out
the time and place of each regular meeting and each special meeting, except
where the meeting is an adjourned meeting and the date, time and place of the
meeting were announced at the time of adjournment, which notice shall be mailed
at least five days prior thereto; except that notice of a meeting at which an
agreement of merger or exchange is to be considered shall be mailed to all
shareholders of record, whether entitled to vote or not, at least fourteen days
prior thereto. Every notice of any special meeting called pursuant to Section
2.03 hereof shall state the purpose or purposes for which the meeting has been
called, and the business transacted at all special meetings shall be confined to
the purpose stated in the notice.
Section 2.08. WAIVER OF NOTICE. Notice of any regular or special meeting may be
waived by any shareholder either before, at or after such meeting orally or in a
writing signed by such shareholder or a representative entitled to vote the
shares of such shareholder. A shareholder, by his attendance at any meeting of
shareholders, shall be deemed to have waived notice of such meeting, except
where the shareholder objects at the beginning of the meeting to the transaction
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 2.09. WRITTEN ACTION. Any action which might be taken at a meeting of
the shareholders may be taken without a meeting if done in writing and signed by
all of the shareholders entitled to vote on that action.
Section 2.10. BUSINESS TO BE BROUGHT BEFORE THE MEETING. A shareholder must
provide notice of any proposal to be submitted at an annual meeting to be
delivered to the Secretary of the Company not less than 60 days nor more than 90
days prior to the date of an annual meeting, unless notice or public disclosure
of the date of the meeting occurs less than 70 days prior to the date of the
meeting, in which event shareholders must deliver such notice not later than the
tenth day following the earlier of the day on which notice of the annual meeting
was mailed or public disclosure of the meeting date was made.
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ARTICLE III
DIRECTORS
Section 3.01. GENERAL POWERS. The business and affairs of the corporation shall
be managed by or under the direction of the Board of Directors, except as
otherwise permitted by statute.
Section 3.02. NUMBER, ELECTION AND TERM OF OFFICE.
(a) The Board of Directors shall consist of one or more members, and the
number of Directors may be increased or decreased from time to time by
resolution of a majority of the entire Board of Directors or the
holders of at least 66 2/3% of the capital stock of the corporation
entitled to vote, considered for this purpose as one class. As used
herein, "entire Board of Directors" means the total number of
directors which this corporation would have if there were no
vacancies. Except as otherwise provided by law or by these bylaws, the
directors of the corporation shall be elected at the Annual Meeting of
Stockholders in each year. Each of the directors shall hold office
until the expiration of his term, as specified herein, and until such
director's successor shall have been elected and shall qualify, or
until the earlier death, resignation, removal, or disqualification of
such director.
(b) The Board of Directors of this corporation shall be divided into three
classes, Class I, Class II, and Class III, as nearly equal in number
as possible, with the term of office of Class I expiring at the Annual
Meeting of Stockholders of this corporation in 1984, of Class II
expiring at the Annual Meeting of Stockholders in 1985 and of Class
III expiring at the Annual Meeting of Stockholders in 1986. At each
Annual Meeting of Stockholders, directors chosen to succeed those
whose term is then expired, shall be elected for a term of office
expiring at the third succeeding Annual Meeting of Stockholders after
their election. In the case of any increase or decrease in the number
of directors, the increase or decrease shall be distributed among the
several classes as nearly equal as possible, as shall be determined by
the affirmative vote of a majority of the whole Board or by the
holders of at least 66 2/3% of the capital stock of the corporation
entitled to vote, considered as one class.
Section 3.03. NOMINATION OF DIRECTOR CANDIDATES. Nomination of candidates for
election to the Board of Directors of the corporation at any annual meeting of
the shareholders may be made only by or at the direction of the Board of
Directors or by a shareholder entitled to vote at such annual meeting. All such
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nominations, except those made by or at the direction of the Board of Directors,
shall be made pursuant to timely notice in writing to the secretary of the
corporation. to be timely, any such notice must be received at the principal
executive offices of the corporation not less than sixty days prior to the date
of such annual meeting and must set forth (i) the name, age, business address,
residence address and the principal occupation or employment of each nominee
proposed in such notice; (ii) the name and address of the shareholder giving the
notice as the same appears in the corporation's stock register; (iii) the number
of shares of capital stock of the corporation which are beneficially owned by
each such nominee and by such shareholder; and (iv) such other information
concerning each such nominee as would be required soliciting proxies for the
election of such nominee. Such notice must also include a signed consent of each
such nominee to serve as a director of the corporation, if elected.
If the officer of the corporation presiding at an annual meeting of the
shareholders determines that a director nomination was not made in accordance
with the foregoing procedures, such nomination shall be void and shall be
disregarded for all purposes.
Section 3.04. DETERMINATION OF CONTESTED ELECTIONS. In the event that there are
more candidates for election to the Board of Directors at a meeting of the
shareholders than there are directors to be elected at such meeting (a
"Contested Election"), the vote for election of directors shall be by ballot and
the officer of the corporation presiding at the meeting shall appoint two
persons, who need not be shareholders, to act as Inspectors of Election at such
meeting.
The Inspectors so appointed, before entering on the discharge of their duties,
shall take and subscribe on oath or affirmation faithfully to execute the duties
of Inspectors at such meeting with strict impartiality and according to the best
of their ability, and thereupon the Inspectors shall take charge of the polls
and after the balloting shall canvas the votes and determine in accordance with
law and make a certificate to the corporation of the results of the vote taken.
No director or candidate for the office of director shall be appointed an
Inspector.
The nominees for election to the Board of Directors in a Contested Election who
are certified by the Inspectors as having been elected shall be deemed to be
duly elected and qualified upon the expiration of three business days following
the date of such certification; provided that, in the event any court
proceedings are commenced which challenge the results of such Contested
Election, such nominees shall not be deemed to be duly elected and qualified
until all such court proceedings, including appeals, shall have been finally
concluded.
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Section 3.05. CHAIRMAN OF THE BOARD. The Board of Directors may elect from their
number, a Chairman of the Board, who shall not be deemed an officer of the
Corporation as a result of such title. The Chairman of the Board, if one is
elected, shall preside at all meetings of the directors and shall have such
other duties as may be prescribed, from time to time, by the Board of Directors.
Section 3.06. BOARD MEETINGS. Meetings of the Board of Directors may be held
from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.
Section 3.07. CALLING MEETINGS; NOTICE. Meetings of the Board of Directors may
be called by the Chairman of the Board by giving at least twenty-four hours'
notice, or by any other director by giving at least five days' notice, of the
date, time and place thereof to each director by mail, telephone, telegram or in
person.
Section 3.08. WAIVER OF NOTICE. Notice of any meeting of the Board of Directors
may be waived by any director either before, at, or after such meeting orally or
in a writing signed by such director. A director, by his attendance at any
meeting of the Board of Directors, shall be deemed to have waived notice of such
meeting, except where the director objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened and does not participate thereafter in the meeting.
Section 3.09. QUORUM. A majority of the directors holding office immediately
prior to a meeting of the Board of Directors shall constitute a quorum for the
transaction of business at such meeting.
Section 3.10. ABSENT DIRECTORS. A director may give advance written consent or
opposition to a proposal to be acted on at a meeting of the Board of Directors.
If such 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 3.11. CONFERENCE COMMUNICATIONS. Any or all directors may participate in
any meeting of the Board of Directors, or of any duly constituted committee
thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.10 shall be deemed present in person at
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the meeting, and the place of the meeting shall be the place or origination of
the conference communication.
Section 3.12. VACANCIES; NEWLY CREATED DIRECTORSHIPS. Vacancies in the Board of
Directors of this corporation occurring by reason of death, resignation, removal
or disqualification shall be filled for the unexpired term by a majority of the
remaining directors of the Board although less than a quorum; newly created
directorships resulting from an increase in the authorized number of directors
by action of the Board of Directors as permitted by Section 3.02 may be filled
by a two-thirds vote of the directors serving at the time of such increase.
Section 3.13. REMOVAL. Any or all of the directors may be removed from office
at any time, with or without cause, by the affirmative vote of the shareholders
holding 66 2/3 percent of the shares entitled to vote at an election of
directors or the affirmative vote of 67 percent of the directors in office at
the time such vote is taken. In the event that the entire Board or any one or
more directors be so removed, new directors shall be elected at the same
meeting.
Section 3.14. COMMITTEES. A resolution approved by the affirmative vote of a
majority of the Board of Directors may establish committees having the authority
of the board in the management of the business of the corporation to the extent
provided in the resolution. A committee shall consist of one or more persons,
who need not be directors, appointed by affirmative vote of a majority of the
directors present. Committees are subject to the direction and control of, and
vacancies in the membership thereof shall be filled by, the Board of Directors,
except as provided by Minnesota Statutes, Section 302A.243.
A majority of the members of the committee present at a meeting is a quorum for
the transaction of business, unless a larger or smaller proportion or number is
provided in a resolution approved by the affirmative vote of a majority of the
directors present.
Section 3.15. WRITTEN ACTION. Any action which might be taken at a meeting of
the Board of Directors, or any duly constituted committee thereof, may be taken
without a meeting if done in writing and signed by all of the directors or
committee members, unless the Articles provide otherwise and the action need not
be approved by the shareholders.
Section 3.16. COMPENSATION. Directors who are not salaried officers of this
corporation shall receive such fixed sum per meeting attended or such fixed
annual sum as shall be determined, from time to time, by resolution of the Board
of Directors. The Board of Directors may, by resolution, provide that all
directors shall receive their expenses, if any, of attendance at meetings of the
Board of Directors or any committee thereof. Nothing herein
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contained shall be construed to preclude any director from serving this
corporation in any other capacity and receiving proper compensation therefor.
ARTICLE IV
OFFICERS
Section 4.01. 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 of Directors, including,
without limitation, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such assistant officers or other officers as may from time to
time be elected or appointed by the Board of Directors. Each such officer shall
have the powers, rights, duties and responsibilities set forth in these Bylaws
unless otherwise determined by the Board of Directors. Any number of offices may
be held by the same person.
Section 4.02. 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 stockholders; (c) shall see that all
orders and resolutions of the Board of Directors 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
these Bylaws or the Board of Directors to some other officer or agent of the
corporation; and (e) shall perform such other duties as from time to time may be
assigned by the Board of Directors.
Section 4.03. CHIEF FINANCIAL OFFICER. Unless provided otherwise by a resolution
adopted by the Board of Directors, the Chief Financial Officer: (a) shall cause
to be kept accurate financial records for the corporation; (b) shall cause to
be deposited 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 cause to be endorsed for deposit all
notes, checks and drafts received by the corporation as ordered by the Board of
Directors, making proper vouchers therefor; (d) shall cause to be disbursed
corporate funds and shall cause to be issued checks and drafts in the name of
the corporation, as ordered by the Board of Directors; (e) shall render to the
Chief Executive Officer and the Board of Directors, whenever requested, an
account of all the transactions as Chief Financial Officer and of the financial
condition of the corporation; and (f)
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shall perform such other duties as may be prescribed by the Board of Directors
or the Chief Executive Officer from time to time.
Section 4.04. 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 of Directors.
Section 4.05. VICE PRESIDENT. Each Vice President shall perform such duties as
may be prescribed from time to time by these Bylaws or by the Board of
Directors.
Section 4.06. SECRETARY. Unless provided otherwise by a resolution adopted by
the Board of Directors, the Secretary: (a) shall attend all meetings of the
stockholders and Board of Directors, and shall record all the proceedings of
such meetings in the minute book of the corporation; (b) shall give proper
notice of meetings of stockholders and Board of Directors and other notices
required by law or these Bylaws; and (c) shall perform such other duties as from
time to time may be assigned by the Board of Directors.
Section 4.07. TREASURER. The Treasurer shall perform such duties as may from
time to time be assigned by the Chief Financial Officer or by the Board of
Directors.
Section 4.08. 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 determined from time to time by the Board of Directors. Unless prohibited
by a resolution of the Board of Directors, an officer elected or appointed by
the Board of Directors may, without specific approval of the Board of Directors,
delegate some or all of the duties and powers of an office to other persons.
Section 4.09. REMOVAL AND VACANCIES. The Board of Directors may remove any
officer from office at any time, with or without cause, by a resolution approved
by the affirmative vote of a majority of the directors present. Such removal,
however, shall be without prejudice to the contract rights of the person so
removed. A vacancy in an office of the corporation by reason of death,
resignation, removal, disqualification, or otherwise may, or in the case of a
vacancy in the office of the Chief Executive Officer or Chief Financial Officer
shall, be filled for the unexpired term by the Board of Directors.
Section 4.10. COMPENSATION. The officers of this corporation shall receive such
compensation for their services as may be determined by or in accordance with
resolutions of the Board of
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Directors or by one or more committees to the extent so authorized from time to
time by the Board of Directors.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 5.01. CERTIFICATES FOR SHARES. All shares of the corporation shall be
certificated shares. Every owner of shares of the corporation shall be entitled
to a certificate, to be in such form as shall be prescribed by the Board of
Directors, certifying the number of shares of the corporation owned by such
shareholder. The certificates for such shares shall be numbered in the order in
which they shall be issued and shall be signed, in the name of the corporation,
by the Chief Executive Officer or the President and by the Secretary or an
Assistant Secretary or by such officers as the Board of Directors may designate.
If the certificate is signed by a transfer agent or registrar, such signatures
of the corporate officers may be by facsimile if authorized by the Board of
Directors. A certificate representing shares of this corporation shall contain
on its face the information required by Minnesota Statutes, Section 302A.417,
Subd. 4. A certificate representing shares issued by this corporation, if it is
authorized to issue shares of more than one class or series, shall 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 of Directors to determine
relative rights and preferences of subsequent classes or series. Every
certificate surrendered to the corporation for exchange or transfer shall be
canceled, and no new certificate or certificates shall be issued in exchange for
any existing certificate until such existing certificate shall have been so
canceled, except in cases provided for in Section 5.04.
Section 5.02. ISSUANCE OF SHARES. The Board of Directors is authorized to cause
to be issued shares of the corporation up to the full amount authorized by the
Articles of Incorporation in such amounts as may be determined by the Board of
Directors and as may be permitted by law. No shares shall be allotted except in
consideration of cash or other property, tangible or intangible, received or to
be received by the corporation under a written agreement, of services rendered
or to be rendered to the corporation under a written agreement, or of an amount
transferred from surplus to stated capital upon a share dividend. At the time of
such allotment of shares, the Board of Directors making such allotments shall
state, by resolution, their determination of the fair value to the corporation
in monetary terms of any consideration other than cash for which shares are
allotted.
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Section 5.03. TRANSFER OF SHARES. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholder's legal representative, or the shareholder's duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares. The corporation may treat as the absolute owner of shares of the
corporation, the person or persons in whose name shares are registered on the
books of the corporation. The Board of Directors may appoint one or more
transfer agents and registrars to maintain the share records of the corporation
and to effect share transfers on its behalf.
Section 5.04. LOSS OF CERTIFICATES. Except as otherwise provided by Minnesota
Statutes, Section 302A.419, any shareholder claiming a certificate for shares to
be lost, stolen or destroyed shall make an affidavit of that fact in such form
as the Board of Directors shall require and shall, if the Board of Directors so
requires, give the corporation a bond of indemnity in form, in an amount, and
with one or more sureties satisfactory to the Board of Directors, to indemnify
the corporation against any claim which may be made against it on account of the
reissue of such certificate, whereupon a new certificate may be issued in the
same tenor and for the same number of shares as the one alleged to have been
lost, stolen or destroyed.
ARTICLE VI
DIVIDENDS, RECORD DATE
Section 6.01. DIVIDENDS. Subject to the provisions of the Articles of
Incorporation, of these Bylaws, and of law, the Board of Directors may declare
dividends whenever, and in such amounts as, in its opinion, are deemed
advisable.
Section 6.02. RECORD DATE. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders entitled to receive payment of the
dividend and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the corporation after the record date. If no
record date is fixed, the record date shall be at the close of business on the
day on which the Board of Directors adopts the resolution authorizing the
payment of such dividend.
ARTICLE VII
BOOKS AND RECORDS, FISCAL YEAR
Section 7.01 SHARE REGISTER. The Board of Directors of the corporation shall
cause to be kept at its principal executive office, or at another place or
places within the United States determined by the board:
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(1) a share register not more than one year old, containing the names and
addresses of the shareholders and the number and classes of shares
held by each shareholder; and
(2) a record of the dates on which certificates or transaction statements
representing shares were issued.
Section 7.02. OTHER BOOKS AND RECORDS. The Board of Directors shall cause to be
kept at its principal executive office, or, if its principal executive office is
not in Minnesota, shall make available at its registered office within ten days
after receipt by an officer of the corporation of a written demand for them made
by a shareholder or other person authorized by Minnesota Statutes Section
302A.461, originals or copies of:
(1) records of all proceedings of shareholders for the last three years;
(2) records of all proceedings of the board for the last three years;
(3) its articles and all amendments currently in effect;
(4) its bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes, Section
302A.463, and the financial statement for the most recent interim
period prepared in the course of the operation of the corporation for
distribution to the shareholders or to a governmental agency as a
matter of public record;
(6) reports made to shareholders generally within the last three years;
(7) a statement of the names and usual business addresses of its directors
and principal officers;
(8) voting trust agreements described in Section 302A.453; and
(9) shareholder control agreements described in Section 302A.457.
Section 7.03. FISCAL Year. The fiscal year of the corporation shall be
determined by the Board of Directors.
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ARTICLE VIII
LOANS, GUARANTEES, SURETYSHIP
Section 8.01. The corporation may lend money to, guarantee an obligation of,
become a surety for, or otherwise financially assist a person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present and:
(1) is in the usual and regular course of business of the corporation;
(2) is with, or for the benefit of, a related corporation, an organization
in which the corporation has a financial interest, an organization
with which the corporation has a business relationship, or an
organization to which the corporation has the power to make donations;
(3) is with, or for the benefit of, an officer or other employee of the
corporation or a subsidiary, including an officer or employee who is a
director of the corporation or a subsidiary, and may reasonably be
expected, in the judgment of the board, to benefit the corporation; or
(4) has been approved by the affirmative vote of the holders of two-thirds
of the outstanding shares.
The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors approve, including, without limitation, a pledge of or
other security interest in shares of the corporation. Nothing in this section
shall be deemed to deny, limit, or restrict the powers of guaranty or warranty
of the corporation at common law or under a statute of the State of Minnesota.
ARTICLE IX
INDEMNIFICATION OF CERTAIN PERSONS
Section 9.01. 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 Statutes, Section 302A.521, as now enacted or hereafter
amended.
ARTICLE X
AMENDMENTS
Section 10.01. These Bylaws may be amended or altered by a vote of the majority
of the whole Board of Directors at any meeting provided that notice of such
proposed amendment shall have been given in the notice given to the directors of
such meeting. Such
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authority in the Board of Directors is subject to the power of the
shareholders to change or repeal such Bylaws by a majority vote of the
shareholders present or represented at any regular or special meeting of
shareholders called for such purpose, 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 in the
Board of Directors, or fixing the number of directors or their
classifications, qualifications, or terms of office, except that the Board of
Directors may adopt or amend any Bylaw to increase their number.
ARTICLE XI
SECURITIES OF OTHER CORPORATIONS
Section 11.01. 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 of the corporation (a) to attend any meeting of
security holders of other corporations in which the corporation may hold
securities and to vote such securities on behalf of this corporation; (b) to
execute any proxy for such meeting on behalf of the corporation; or (c) to
execute a written action in lieu of a meeting of such other corporation on
behalf of this corporation. At such meeting, the Chief Executive officer shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities that the corporation possesses. The Board of Directors or the
Chief Executive Officer may, from time to time, grant such power and authority
to one or more other persons.
Section 11.02. PURCHASE AND SALE OF SECURITIES. Unless otherwise ordered by 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
any and all securities of any other corporation owned by the corporation, and
may execute and deliver such documents as may be necessary to effectuate such
purchase, sale, transfer or encumbrance. The Board of Directors or the Chief
Executive Officer may, from time to time, confer like powers upon any other
person or persons.
ARTICLE XII
CERTAIN BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
Section 12.01. Pursuant to the authority provided by Section 302A.673, Subd.
3(b)(2), of the Minnesota Business Corporation Act, this corporation elects
not to be subject to Section 302A.673 of said Act.
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