BY-LAWS
OF
MEDGENESIS INC.
ARTICLE I
Offices Section 1. Principal Executive Office. The principal executive
office of the corporation shall be in the City of Edina, County of Hennepin,
Minnesota.
Section 2. Registered Office. The location and address of the
registered office of the Corporation is 5182 W. 72nd Street, Edina, Minnetonka,
Minnesota 55439. The registered office need not be identical with the principal
executive office of the Corporation and may be changed from time to time by the
Board of Directors.
Section 3. Other Offices. The Corporation may have other offices at
such places within and without the State of Minnesota as the Board of Directors
may from time to time determine.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meeting. All meetings of the shareholders of this
Corporation shall be held at its principal executive office unless some other
place for any such meeting within or without the State of Minnesota be
designated by the Board of Directors in the notice of meeting. Any regular or
special meeting of the shareholders of the Corporation called by or held
pursuant to a written demand of shareholders shall be
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held in the county where the principal executive office is located.
Section 2. Regular Meetings. Regular meetings of the shareholders of
this Corporation may be held at the discretion of the Board of Directors on an
annual or less frequent periodic basis on such date and at such time and place
as may be designated by the Board of Directors in the notice of meeting. At
regular meetings the shareholders shall elect a Board of Directors and transact
such other business as may be appropriate for action by shareholders. If a
regular meeting of shareholders has not been held for a period of fifteen (15)
months, one or more shareholders holding not less than three percent (3%) of the
voting power of all shares of the Corporation entitled to vote may call a
regular meeting of shareholders by delivering to the Chief Executive Officer or
the Chief Financial Officer a written demand for a regular meeting. Within
thirty (30) days after the receipt of such written demand by the recipient Chief
Officer, the Board of Directors shall cause a regular meeting of shareholders to
be called and held on notice no later than ninety (90) days after the receipt of
written demand, all at the expense of the Corporation.
Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes appropriate for action by shareholders, may be called by
the Chief Executive Officer, the Chief Financial Officer, or any two or more
members of the Board of Directors. Such meeting shall be held on such date and
at such time and place as shall be fixed by the person or persons calling the
meeting and designated in the notice of meeting. Special meetings may also be
called by one or more shareholders holding not less than ten percent (10%) of
the voting power of all shares of the Corporation entitled to vote by delivering
to the Chief Executive Officer or the Chief Financial Officer
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a written demand for a special meeting, which demand shall contain the purposes
of the meeting. Within thirty (30) days after the receipt of a written demand
for a special meeting of shareholders by the recipient Chief Officer, the Board
of Directors shall cause a special meeting of shareholders to be called and held
on notice no later than ninety (90) days after the receipt of such written
demand, all at the expense of the Corporation. Business transacted at any
special meeting of shareholders shall be limited to the purpose or purposes
stated in the notice of meeting. Any business transacted at any special meeting
of shareholders that is not included among the stated purposes of such meeting
shall be voidable by or on behalf of the Corporation unless all of the
shareholders have waived notice of the meeting.
Section 4. Notice of Meetings. Except where a meeting of shareholders
is an adjourned meeting and the date, time, and place of such meeting were
announced at the time of adjournment, notice of all meetings of shareholders
stating the date, time, and place thereof, and any other information required by
law or desired by the Board of Directors or by such other person or persons
calling the meeting, and in the case of special meetings, the purpose thereof,
shall be given to each shareholder of record entitled to vote at such meeting
not less than three (3) nor more than sixty (60) days prior to the date of such
meeting. In the event that a plan of merger or the sale or other disposition of
all or substantially all of the assets of the Corporation is to be considered at
a meeting of shareholders, notice of such meeting shall be given to every
shareholder, whether or not entitled to vote, not less than fourteen (14) days
prior to the date of such meeting.
Notices of meeting shall be given to each shareholder entitled thereto
by oral
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communication, by mailing a copy thereof to such shareholder at an address the
shareholder has designated or to the last known address of such shareholder, by
handing a copy thereof to such shareholder, or by any other delivery that
conforms to law. Notice by mail shall be deemed given when deposited in the
United States mail with sufficient postage affixed.
Any shareholder may waive notice of any meeting of shareholders. Waiver
of notice shall be effective whether given before, at, or after the meeting and
whether given orally, in writing, or by attendance. Attendance by a shareholder
at a meeting is a waiver of notice of that meeting, except where the shareholder
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, 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 that item at the meeting.
Section 5. Record Date. For the purpose of determining shareholders
entitled to notice of and to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may, but need not, fix
a date as the record date for any such determination of shareholders, which
record date, however, shall in no event be more than sixty (60) days prior to
any such intended action or meeting.
Section 6. Quorum. The holders of a majority of the voting power of all
shares of the Corporation entitled to vote at a meeting shall constitute a
quorum at a meeting of shareholders for the purpose of taking any action other
than adjourning such meeting. If
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the holders of a majority of the voting power of all shares are not represented
at a meeting, the shareholders present in person or by proxy shall constitute a
quorum for the sole purpose of adjourning such meeting, and the holders of a
majority of the shares so represented may adjourn the meeting to such date,
time, and place as they shall announce at the time of adjournment. Any business
may be transacted at the meeting held pursuant to such an adjournment and at
which a quorum shall be represented, which might have been transacted at the
adjourned meeting. 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
represented leaves less than the number otherwise required for a quorum.
Section 7. Voting and Proxies. At each meeting of the shareholders
every shareholder shall be entitled to one vote in person or by proxy for each
share of capital stock held by such shareholder, but no appointment of a proxy
shall be valid for any purpose more than eleven (11) months after the date of
its execution, unless a longer period is expressly provided in the appointment.
Every appointment of a proxy shall be in writing (which shall include
telegraphing, cabling, or telephotographic transmission), and shall be filed
with the Secretary of the Corporation before or at the meeting at which the
appointment is to be effective. An appointment of a proxy for shares held
jointly by two or more shareholders shall be valid if signed by any one of them,
unless the Secretary of the Corporation receives from any one of such
shareholders written notice either denying the authority of that person to
appoint a proxy or appointing a different proxy. All questions regarding the
qualification of voters, the validity of appointments of
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proxies, and the acceptance or rejection of votes shall be decided by the
presiding officer of the meeting. The shareholders shall take action by the
affirmative vote of the holders of a majority of the voting power of the shares
present, in person or represented by proxy, and entitled to vote, except where a
different vote is required by law, the Articles of Incorporation, or these
By-Laws.
Section 8. Action Without Meeting by Shareholders. Any action required
or permitted to be taken at a meeting of the shareholders may be taken without a
meeting by written action signed by all of the shareholders entitled to vote on
such action. Such written action shall be effective when signed by all of the
shareholders entitled to vote thereon or at such different effective time as is
provided in the written action.
ARTICLE III
Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors. The
directors may exercise all such powers and do all such things as may be
exercised or done by the Corporation, subject to the provisions of applicable
law, the Articles of Incorporation, and these By-Laws.
Section 2. Number, Tenure, and Qualification.
(a) The Board of Directors of this Corporation shall consist of five
directors, subject to increase by the Board of Directors or decrease by the
Board of Directors to no fewer than four directors; provided, however, that if
the holders of any class or series of Preferred Stock, voting as a separate
class or series, have the right to elect director(s) and such right is in
effect, the number of
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directors shall be increased by the number of directors that such holders may so
elect and upon termination of such right the number of directors shall be
decreased by the number of directors equal to such previous increase. No
decrease in the number of directors pursuant to this Section shall effect the
removal of any director then in office except upon compliance with the
provisions of these By-Laws and the Articles of Incorporation. Directors shall
be natural persons but need not be shareholders.
(b) The directors (other than those directors who may be elected by the
holders of any class or series of Preferred Stock voting as a separate class or
series) shall be divided into three classes (Class I, Class II and Class III),
with the number of directors in each class as nearly equal as reasonably
possible. The initial terms of office for the Class I, Class II and Class III
directors shall be as follows:
(i) Class I directors shall be elected to serve until the conclusion of
the 2000 Annual Meeting of Shareholders,
(ii) Class II directors shall be elected to serve until the conclusion
of the 2001 Annual Meeting of Shareholders, and
(iii) Class III directors shall be elected to serve until the
conclusion of the 2002 Annual Meeting of Shareholders,
and until such directors' successors shall have been duly elected and qualified.
Commencing with the 2000 Annual Meeting of Shareholders and continuing at each
annual meeting of shareholders thereafter, a director (other than those
directors who may be elected by the holders of any class or series of Preferred
Stock voting as a separate class or series) elected to succeed a director whose
term has expired shall be elected to serve until the conclusion of the third
succeeding annual meeting of
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shareholders from the date of such director's election and until such director's
successor shall have been duly elected and qualified.
Section 3. Meetings. Meetings of the Board of Directors shall be held
immediately before or after, and at the same place as, regular meetings of
shareholders. Other meetings of the Board of Directors may be held at such times
and places as shall from time to time be determined by the Board of Directors.
Meetings of the Board of Directors also may be called by the Chief Executive
Officer, the Chief Operating Officer if any in the absence of the Chief
Executive Officer, the Chief Financial Officer in the absence of the Chief
Executive Officer and Chief Operating Officer, or by any director, in which case
the person or persons calling such meeting may fix the date, time, and place
thereof, either within or without the State of Minnesota, and shall cause notice
of meeting to be given.
Section 4. Notice of Meetings. If the date, time, and place of a
meeting of the Board of Directors has been announced at a previous meeting, no
notice is required. In all other cases three (3) days' notice of meetings of the
Board of Directors, stating the date and time thereof and any other information
required by law or desired by the person or persons calling such meeting, shall
be given to each director. If notice of meeting is required, and such notice
does not state the place of the meeting, such meeting shall be held at the
principal executive office of the Corporation. Notice of meetings of the Board
of Directors shall be given to directors in the manner provided in these By-Laws
for giving notice to shareholders of meetings of shareholders.
Any director may waive notice of any meeting. A waiver of notice by a
director is effective whether given before, at, or after the meeting, and
whether given orally, in
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writing, or by attendance. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, unless such director objects at
the beginning of the meeting to the transaction of business on grounds that the
meeting is not lawfully called or convened and does not participate thereafter
in the meeting.
Section 5. Quorum and Voting. A majority of the directors currently
holding office shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn the meeting from time to time 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 directors originally present leaves less
than the number otherwise required for a quorum.
The Board of Directors shall take action by the affirmative vote of a
majority of the directors present at any duly held meeting, except as to any
question upon which any different vote is required by law, the Articles of
Incorporation, or these By-Laws. A director may give advance written consent or
objection to a proposal to be acted upon at a meeting of the Board of Directors.
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, such consent or objection shall be counted as a vote for
or against the proposal and shall be recorded in the minutes of the meeting.
Such consent or objection shall not be considered in determining the existence
of a quorum.
Section 6. Vacancies and Newly Created Directorships.
(a) Subject to the rights of the holders of any class or series of
Preferred Stock
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then outstanding, newly created directorships resulting from any increase in the
number of authorized directors or eliminated directorships resulting from any
decrease in the number of authorized directors shall be apportioned by the Board
of Directors among the Class I, Class II and Class III directors to keep the
number in each such class as nearly equal as reasonably possible; provided,
however, that no increase in the number of authorized directors shall shorten
the term or effect the removal of any incumbent director except upon compliance
with the provisions of Sections 7(a) or 7(b) of this Article III and the
Articles of Incorporation. Vacancies on the Board of Directors created by any
increase in the number of authorized directors may be filled by the affirmative
vote of a majority of the directors then holding office. A director so chosen
shall hold office for a term expiring at the next annual meeting of shareholders
at which the term of office of the class of directors to which such director has
been elected and until such director's successor shall have been duly elected
and qualified.
(b) Subject to the rights of the holders of any class or series of
Preferred Stock then outstanding, any vacancies on the Board of Directors
resulting from the death, resignation, retirement, disqualification, removal
pursuant to Sections 7(a) or 7(b) of this Article III and the Articles of
Incorporation, or other cause (other than a vacancy due to an increase in the
number of authorized directors) may be filled by the affirmative vote of a
majority of the directors then holding office, though less than a quorum. A
director so chosen shall hold office for a term expiring at the next annual
meeting of shareholders at which the term of office of such director's
predecessor expires and until such director's successor shall have been duly
elected and qualified.
Section 7. Removal of Directors.
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(a) Subject to the rights of the holders of any class or series of
Preferred Stock then outstanding, the shareholders may remove a director, at any
time, with or without cause, but only if such removal is approved by the
affirmative vote of the holders of at least 80% of the voting power of all of
the then outstanding shares of capital stock of this Corporation entitled to
vote on such removal.
(b) Subject to the rights of the holders of any class or series of
Preferred Stock then outstanding, the Board of Directors of this Corporation, by
the affirmative vote of a majority of the directors then holding office, (i) may
remove a director, at any time, with or without cause, pursuant to the terms and
provisions of Minnesota Statutes, Section 302A.223, subdivision 2 (or similar
provision of future law) or (ii) may remove a director, at any time, but only if
such removal is for cause (as defined below), regardless of whether (a) such
director was appointed by the Board of Directors to fill a vacancy on the Board
of Directors and the shareholders have elected any directors in the interval
between the time of appointment to fill such vacancy an the time of removal or
(b) such director was elected by the shareholders. For purposes of this
subsection (b), "cause" shall mean (1) misconduct as a director of this
Corporation or any subsidiary of this Corporation which involves dishonesty with
respect to a substantial or material corporate activity or corporate assets or
(2) conviction of an offense punishable by one (1) or more years of imprisonment
(other than minor regulatory infractions and traffic violations which do not
materially and adversely affect this Corporation).
Section 8. Committees. The Board of Directors, by a resolution approved
by the affirmative vote of a majority of the directors then holding office, may
establish one or more committees of one or more persons having the authority of
the Board of Directors
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in the management of the business of the Corporation to the extent provided in
such resolution. Such committees, however, shall at all times be subject to the
direction and control of the Board of Directors. Committee members need not be
directors and shall be appointed by the affirmative vote of a majority of the
directors present. A majority of the members of any committee shall constitute a
quorum for the transaction of business at a meeting of any such committee. In
other matters of procedure the provisions of these By-Laws shall apply to
committees and the members thereof to the same extent they apply to the Board of
Directors and directors, including, without limitation, the provisions with
respect to meetings and notice thereof, absent members, written actions, and
valid acts. Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors.
Section 9. Action in Writing. Any action required or permitted to be
taken at a meeting of the Board of Directors or of a lawfully constituted
committee thereof may be taken by written action signed by all of the directors
then in office or by all of the members of such committee, as the case may be.
If the action does not require shareholder approval, such action shall be
effective if signed by the number of directors or members of such committee that
would be required to take the same action at a meeting at which all directors or
committee members were present. If any written action is taken by less than all
directors, all directors shall be notified immediately of its text and effective
date. The failure to provide such notice, however, shall not invalidate such
written action.
Section 10. Meeting by Means of Electronic Communication. Members of
the Board of Directors of the Corporation, or any committee designated by such
Board, may
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participate in a meeting of such Board or committee by means of conference
telephone or similar means of communication by which all persons participating
in the meeting can simultaneously hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.
ARTICLE IV
Officers
Section 1. Number and Qualification. The officers of the Corporation
shall be elected by the Board of Directors and shall include a Chief Executive
Officer, Chief Financial Officer, Secretary and Treasurer. The officers of the
Corporation may include a Chief Operating Officer. The Board of Directors may
also appoint one or more Vice Presidents or such other officers and assistant
officers as it may deem necessary. Except as provided in these By-Laws, the
Board of Directors shall fix the powers, duties, and compensation of all
officers. Officers may, but need not, be directors of the Corporation. Any
number of offices may be held by the same person.
Section 2. Term of Office. An officer shall hold office until the
officer's successor shall have been duly elected, unless prior thereto the
officer shall have resigned or been removed from office as hereinafter provided.
Section 3. Removal and Vacancies. Any officer or agent elected or
appointed by the Board of Directors shall hold office at the pleasure of the
Board of Directors and may be removed, with or without cause, at any time by the
vote of a majority of the Board of Directors. Any vacancy in an office of the
Corporation shall be filled by the Board of
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Directors.
Section 4. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive of the Corporation, shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, at meetings of
the Board of Directors. The Chief Executive Officer shall exercise such duties
as customarily pertain to the office of Chief Executive Officer and shall have
the general supervision of the several officers of the Corporation. The Chief
Executive Officer shall see that all orders and resolutions of the Board of
Directors are carried into effect and shall have such other powers and perform
such other duties as the Board of Directors may from time to time prescribe.
Section 5. Chief Operating Officer. The Chief Operating Officer, if
any, shall be the President of the Corporation and shall have general and active
supervision over the property, business, and affairs of the Corporation. The
Chief Operating Officer shall have the general powers and duties usually vested
in the offices of the Chief Operating Officer and President and shall have such
other powers and perform such other duties as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.
Section 6. Chief Financial Officer. The Chief Financial Officer shall
have the general and active management of the funds and securities of the
Corporation. The Chief Financial Officer shall from time to time report the
Corporation's financial status and affairs to the Board of Directors. The Chief
Financial Officer shall have such other powers and perform such other duties as
the Chief Executive Officer or the Board of Directors may from time to time
prescribe.
Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and of the shareholders and shall maintain records of, and
whenever
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necessary, certify all proceedings of the Board of Directors and of the
shareholders. The Secretary shall keep the stock books of the Corporation and,
when so directed by the Board of Directors or other person or persons authorized
to call such meetings, shall give or cause to be given notice of meetings of the
shareholders and of meetings of the Board of Directors. The Secretary shall also
perform such other duties and have such other powers as the Chief Executive
Officer or the Board of Directors may from time to time prescribe.
Section 8. Treasurer. The Treasurer shall keep full and accurate
financial records for the Corporation and shall disburse the funds of the
Corporation as may be ordered from time to time by the Chief Executive Officer
or the Board of Directors. The Treasurer shall have such other powers and
perform such other duties as the Chief Executive Officer or the Board of
Directors may from time to time prescribe.
Section 8. Vice Presidents. The Vice President, if any, or Vice
Presidents in case there be more than one, shall have such powers and perform
such duties as the Chief Executive Officer or the Board of Directors may from
time to time prescribe.
Section 9. Other Officers. The Assistant Secretaries and Assistant
Treasurers in the order of their seniority, unless otherwise determined by the
Board of Directors, shall, in the absence or disability of the Secretary or
Treasurer, perform the duties and exercise the powers of the Secretary and
Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers
shall have such other powers and perform such other duties as the Chief
Executive Officer or the Board of Directors may from time to time prescribe. Any
other officers appointed by the Board of Directors shall hold office at the
pleasure of the Board of Directors and shall have such powers, perform such
duties,
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and be responsible to such other officers as the Board of Directors may from
time to time prescribe.
ARTICLE V
Certificates and Ownership of Shares
Section 1. Certificates. All shares of the Corporation shall be
represented by certificates. Each certificate shall contain on its face (a) the
name of the Corporation, (b) a statement that the Corporation is incorporated
under the laws of the State of Minnesota, (c) the name of the person to whom it
is issued, and (d) the number and class of shares, and the designation of the
series, if any, that the certificate represents. Certificates shall also contain
any other information required by law or desired by the Board of Directors, and
shall be in such form as shall be determined by the Board of Directors. Such
certificates shall be signed by either the Chief Executive Officer, the
Secretary, or the Treasurer. If a certificate is signed (1) by a transfer agent
or an assistant transfer agent or (2) by a transfer clerk acting on behalf of
the Corporation and a registrar, the signature of any such Chief Executive
Officer, Secretary or Treasurer may be a facsimile. If a person signs or has a
facsimile signature placed upon a certificate while an officer, transfer agent,
or registrar of a Corporation, the certificate may be issued by the Corporation,
even if the person has ceased to have that capacity before the certificate is
issued, with the same effect as if the person had that capacity at the date of
its issue. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
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represented thereby are issued with the number of shares and date of issue shall
be entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation or the transfer agent for transfer shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by the holder's legal representative who shall furnish
proper evidence of authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender of such shares to the Corporation or the
transfer agent of the Corporation.
Section 3. Ownership. Except as otherwise provided in this Section, 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. The Board of
Directors, however, by a resolution approved by the affirmative vote of a
majority of directors then in office, may establish a procedure whereby a
shareholder may certify in writing to the Corporation that all or a portion of
the shares registered in the name of the shareholder are held for the account of
one or more beneficial owners. Upon receipt by the Corporation of the writing,
the persons specified as beneficial owners, rather than the actual shareholder,
shall be deemed the shareholders for such purposes as are permitted by the
resolution of the Board of Directors and are specified in the writing.
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ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize such
officers or agents as they shall designate to enter into contracts or execute
and deliver instruments in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
Section 2. Loans. The Corporation shall not lend money to, guarantee
the obligation of, become a surety for, or otherwise financially assist any
person unless the transaction, or class of transactions to which the transaction
belongs, has been approved by the affirmative vote of a majority of directors
present, and (a) is in the usual and regular course of business of the
Corporation, (b) 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, (c) 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 of
Directors, to benefit the Corporation, or (d) has been approved by the
affirmative vote of the holders of two-thirds of the outstanding shares,
including both voting and nonvoting shares.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the
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Corporation shall be signed by such officers or agents of the Corporation as
shall be designated and in such manner as shall be determined from time to time
by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks or other financial institutions as the Board of Directors may
select.
ARTICLE VII
Miscellaneous
Section 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
Section 2. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, deem proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for the purchase of additional property, or
for such other purpose as the directors shall deem to be consistent with the
interests of the Corporation, and the directors may modify or abolish any such
reserve.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be
established according to a four-week, four-week, five-week (4-4-5) quarterly
accounting cycle with the fiscal year ending on the Friday closest to June 30
and the fiscal quarters ending on
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the Friday closest to the last day of the respective month.
Section 4. Amendments.
(a) Except as limited by Minnesota Statutes Section 302A.181, subd. 2
(or similar provision of future law), the Articles of Incorporation or Section
4(b) of this Article VII, these By-Laws may be amended, added to, altered,
changed or repealed by the Board of Directors at any meeting of directors to the
full extent permitted by law, subject however to the power of the shareholders
of this Corporation to amend, add to, alter, change or repeal such By-Laws.
(b) No amendment, addition, change or repeal of Sections 2, 6 or 7 of
Article III of these By-Laws, after which this Corporation is to continue in
existence, shall be made unless such amendment, addition, alteration, change or
repeal is approved by the affirmative vote of the holders of at least 80% of the
voting power of all of the then outstanding shares of capital stock entitled to
vote on such amendment, addition, alteration, change or repeal.
The undersigned, Chief Executive Officer of MEDgenesis Inc., a
Minnesota Corporation, does hereby certify that the foregoing By-Laws are the
By-Laws adopted for the Corporation by its Board of Directors by unanimous
action in writing dated the ___ day of ________, 2000.
________________________________
Maurice R. Taylor II,
Chief Executive Officer
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AMENDMENT NO. 1 TO BY-LAWS
OF MEDGENESIS INC.
The undersigned CEO of MEDgenesis Inc. (the "Corporation") hereby
certifies that the ByLaws of the Corporation were amended as follows pursuant to
a written action by the board of directors and the sole shareholder of the
Corporation dated July 7, 2000:
AMEND BY-LAWS
RESOLVED, That Sections 2(a) of Article III of the By-Laws of the
Corporation be amended and restated as follows:
ARTICLE III
Directors
Section 2. Number, Tenure, and Qualification
(a) The Board of Directors of this Corporation shall consist of not
less than three directors, subject to increase by the Board of Directors;
provided, however, that if the holders of any class or series of Preferred
Stock, voting as a separate class or series, have the right to elect director(s)
and such right is in effect, the number of directors shall be increased by the
number of directors that such holders may so elect and upon termination of such
right the number of directors shall be decreased by the number of directors
equal to such previous increase. No decrease in the number of directors pursuant
to this Section shall effect the removal of any director then in office except
upon compliance with the provisions of these By-Laws and the Articles of
Incorporation. Directors shall be natural persons but need not be shareholders.
Certified by:
/s/ Maurice R. Taylor
---------------------
Maurice R. Taylor, CEO
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