EXHIBIT 3
ARTICLES OF INCORPORATION
The undersigned Incorporator hereby adopts the following Articles of
Incorporation in order to form a corporate entity under Minnesota Statutes,
Chapter 302A:
ARTICLE I:
The name of this Corporation shall be: Virtualmoney, Inc.
ARTICLE II:
The duration of this Corporation is to be perpetual.
ARTICLE III:
The purpose of this Corporation shall be to conduct general business
activities, which conform with the laws of the State of Minnesota and the
country of the United States.
ARTICLE IV:
The registered office of this Corporation shall be Suite A-310, 15300
37th Avenue, in the City of Plymouth, State of Minnesota with the Zip Code of
55446.
ARTICLE V:
The Corporation shall be authorized to issue 10,000,000 shares of
common stock with no par value. Each shareholder shall be entitled to one vote
per share, but there shall be no cumulative voting rights. No shareholder of the
Corporation shall have any preemptive right to subscribe to or purchase any new
or additional shares of any class of stock or other securities of this
Corporation. Any increase in the authorized number of shares, the number of
classes of stock or any amendment to these articles must be approved by 51% of
the shareholders holding the common stock.
ARTICLE VI:
No officer or director shall have personal liability to the Corporation
or its shareholders for monetary damages for breach of fiduciary duty as an
officer or director. However, nothing in these Articles shall eliminate or limit
the liability of an officer or director:
Page 1 of 2
<PAGE>
A. for any breach of the officer's or director's duty of loyalty
to the Company;
B. for acts or omissions not in good faith or that involves
intentional misconduct or a knowing violation of the law;
C. under Section 302A.559 or 80A.23;
D. for any transaction from which the director or officer derived
an improper personal benefit; or
E. for any act or omission occurring prior to the date when the
provision in the Articles eliminating or limiting liability
becomes effective.
ARTICLE VII:
The undersigned Incorporator hereby certifies that he is authorized to
execute these Articles and further certifies that he understands that by signing
these Articles, he is subject to the penalties of perjury as set forth in
Section 609.48, as if he had signed these Articles under oath.
The name, address and signature of the incorporator is as follows:
Thomas W. Tripp
Suite A-310, 15300 37th Avenue, Plymouth, Minnesota 55446
/s/ Thomas William Tripp
-------------------------------------
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
JAN 10 2000
/s/ Mary Kiffmeyer
SECRETARY OF STATE
Page 2 of 2
<PAGE>
CORPORATE BYLAWS FOR
VIRTUALMONEY, INC.
d/b/a Virtualmoney.com
AS REVISED ON JUNE 27, 2000
ARTICLE I - OFFICES
SECTION 1. The registered office of Virtualmoney, Inc. (the "Corporation") shall
be in the City of Plymouth, County of Hennepin, State of Minnesota and Country
of the United States of America.
SECTION 2. The Corporation may also have offices, and/or affiliated
organizations, at such other places both within and without the Country of the
United States as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II - SHAREHOLDERS
ELECTION OF DIRECTORS
SECTION 1. All meetings of the shareholders for the election of the directors
shall be held in the City of Plymouth, at such place as shall be fixed from time
to time by the Board of Directors, or at such other place within or without the
country of the United States of America as shall be set from time to time by the
Board of Directors and stated in the notice of the meeting. Shareholders'
meetings for any other purpose may be held at such time and place, within or
without the United States of America as shall be stated in the notice of the
meeting in a duly executed waiver of notice thereof.
ANNUAL MEETINGS
SECTION 2. Annual meetings of the shareholders, beginning in the year 2000 shall
be held no later than May 1st, unless such date is a legal holiday, then on the
next secular day following, at 3:30 P.M., or at such date and time as shall be
set from time to time by the Board of Directors and stated in the notice of the
meeting. At such meetings, the shareholders shall elect by a plurality vote a
board of directors and transact such other business as may be brought properly
before the meeting. Pursuant to the Articles of Incorporation, there shall be no
cumulative voting.
Page 1 of 15
<PAGE>
SECTION 3. Written notice of the annual meeting containing the place, date and
hour of the meeting shall be given to each and every shareholder entitled to
vote at such meeting. Such notice shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting. Notice shall be considered
to have been properly served provided that the notice was posted through the
United States mails to the last address provided by the shareholder of the
Corporation. Shareholders may change their addresses on file with the
Corporation by notifying the Secretary of the Corporation in writing. All such
addresses must be postal addresses, such that all notices are deliverable
through the United States Post Office. Internet addresses will not be accepted.
SHAREHOLDERS' LIST
SECTION 4. The President will personally maintain, or at his or her sole
discretion appoint another officer to maintain, the Corporation's stock ledger.
The corporate officer in charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of the shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each shareholder and the number of
shares registered in the name of each shareholder. The total number of
registered shares shall be properly totaled and displayed on the shareholders'
list. Such list shall be available at the Corporation's primary residence for
inspection by any shareholder for any purpose germane to the meeting during
ordinary business hours for a period of at least ten (10) days prior to the
meeting. The shareholders list shall also be made available and kept at the
place where the meeting is to be held and shall be made so available during the
whole meeting for the inspection by any shareholder present at the meeting. A
waiver of the notice of the shareholders' meeting, properly signed by a quorum
of the shareholders on record, will automatically waive the requirement that the
shareholders list be on display for ten (10) days prior to the meeting, but
shall not waive the requirement that the shareholders list be present at the
meeting and available to all shareholders in attendance.
SPECIAL SHAREHOLDERS' MEETINGS
SECTION 5. Special shareholders' meetings for any purpose or purposes, unless
otherwise proscribed by statute or the Certificate of Incorporation, may be
called by the president and shall be called by the president and the secretary
at the request in writing of either a majority of the Board of Directors or of
shareholder(s) comprising 30% of the entire capital stock of the Corporation
issued, outstanding and entitled to vote. Such request shall be in writing and
shall state the purpose or purposes of the proposed meeting.
SECTION 6. Written notice of a special shareholders' meeting stating the place,
date, and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given to each shareholder entitled to vote at such meeting
not less than ten (10) nor more than sixty (60) days before the date of the
meeting. Special shareholders' meeting must be held within Hennepin County.
Page 2 of 15
<PAGE>
SECTION 7. The agenda of any special shareholders' meeting must be specific in
nature and shall be limited to such purpose or purposes stated in the notice.
SHAREHOLDERS' QUORUM
SECTION 8. The holders of fifty-one (51%) of the voting stock issued,
outstanding and entitled to vote at a shareholders meeting, present in person or
present by proxy, shall constitute a quorum at all meetings of the shareholders
unless provided for otherwise by statute. If, however, a quorum is not present
at a shareholders' meeting, the shareholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
without notice other than by announcement at the meeting. At such adjourned
meeting, any business may be transacted, which might have been transacted at the
meeting as originally notified, so long as the business transacted is approved
by the appropriate percentage of shareholders at the reopening of the meeting.
If the adjournment is more than thirty days or, if after the adjournment of the
meeting, a new record date is fixed for the adjourned meeting; then a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at such meeting.
SECTION 9. When a quorum is presented at any meeting, the vote of the holders of
a majority of the stock entitled to vote, whether present in person or by proxy,
shall decide any matter properly brought before the meeting. If the question is
one upon which an express provision or statute or the Certificate of
Incorporation requires a different vote, such express provision shall govern.
VOTING RIGHTS
SECTION 10. At every meeting of the shareholders, each shareholder shall be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholder. No proxy, however, shall be voted
on after the shareholders' meeting immediately following its date, unless the
proxy provides for a longer period. Any and all proxies must be dated and must
be revocable, by the shareholder granting the proxy, upon written notice to the
Board of Directors. Irrevocable proxies will not be recognized at the
shareholders' meetings.
WAIVER OF NOTICE, MEETING AND VOTE
SECTION 11. Any action at any annual or special meeting of the shareholders may
be taken without a meeting, prior notice and vote, if a consent in writing,
setting forth the action to be taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitle to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those shareholders who have not consented in writing.
Page 3 of 15
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. The number of directors which will constitute the whole board shall
be nine (9), unless some other number is approved by a majority vote of the
shareholders. The directors shall be elected at the annual meeting of
shareholders, and each director elected shall hold office until his or her
successor is elected and qualified. Except for the organizational meeting, all
those elected to the Board of Directors must be stockholders of record. Those
elected to the Board of Directors without being a stockholder must acquire stock
ten (10) days prior to the next Board meeting, or their election as a director
shall be automatically disqualified upon the commencement of the Board meeting.
SECTION 2. Vacancies and newly created directorships, resulting from the
original organization of the Corporation or from any increase in the authorized
number of directors, may be filled at the annual shareholders' meeting or by
calling a special shareholders' meeting.
SECTION 3. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.
SECTION 4. The Board of Directors of the Corporation may hold both regular and
special meetings outside the City of Plymouth, provided that the Corporation
cover the travel and lodging expenses of the directors.
SECTION 5. Regular meetings of the Board of Directors may be held without notice
at such time and place as shall be determined from time to time by the Board of
Directors, provided that the schedule of such regular meetings shall be mailed
via the U.S. postal service to each director not less then ten (10) days prior
to the first meeting set forth on the schedule, or on any revised schedule. No
schedule of regular meetings of the Board of Directors shall extend more than
twelve (12) months beyond the date it is issued.
SECTION 6. Special meetings of the Board of Directors may be called by the
president or any four (4) directors, on seven days' written notice to each
director, delivered by the United States mail or via telegram. The written
notice of the special meeting must include the signatures of the individual, or
individuals, who have called the meeting. In the event that any one or more of
the directors are in transit, then the meeting date shall be extended to assure
that each director has at least seven (7) days written notice of any special
meeting of the Board of Directors. Any subject may be discussed at a special
meeting of the Board of Directors, except that any and all such matters that are
to be voted upon must be clearly stated in an agenda for the special meeting,
which shall be delivered to each director in advance with the written notice of
the special meeting. This voting limitation may be waived, and will be
considered to have been waived, if all of the elected directors vote for any
matter that was not properly disclosed in said agenda.
Page 4 of 15
<PAGE>
SECTION 7. At all meetings, four (4) directors shall represent a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which there is a quorum shall be the act of the Board of Directors,
and a majority of the directors present may adjourn the meeting without
additional notice to a future meeting date; except for the provisions of Section
6 which shall govern for special meetings.
SECTION 8. Any action required, or permitted to be taken, at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board or committee consent to such action in writing, and
the writing or writings are filed with the minutes of the Board of Directors.
SECTION 9. Members of the Board of Directors, or any committee designated by
such Board, may participate in a meeting of the Board of Directors, or
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute the presence in person at
the meeting.
SECTION 10. At the appropriate time, the Board of Directors may initiate and
enact any and all such measures (i.e. poison pills), as may be deemed to be
prudent and necessary to protect the Corporation and its shareholders from
hostile take-over events. A majority of the elected Board of Directors will have
the sole power to define "hostile take-over event," provided only that it refer
to a proposed takeover that would threaten to overturn the current management
control of the Corporation without the approval of the Board of Directors.
BOARD COMMITTEES
SECTION 11. The Board of Directors may, by resolution passed by a majority of
the elected Board, designate one or more committees, each committee to consist
of the president and one or more directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the committee member
or members present at any meeting and not disqualified from voting, whether or
not he, she or they shall constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
SECTION 12. Any committee of the Board of Directors, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation
(if any) to be affixed to all papers that may require it; but no such committee
shall have the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property or assets, recommending to the shareholders a dissolution
of the Corporation or a revocation of the
Page 5 of 15
<PAGE>
dissolution, or amending the Corporate Bylaws; and, unless the Board of
Directors expressly provides, no such committee shall have the power or
authority to declare a dividend, authorize the issuance of stock or any form of
corporate indebtedness.
SECTION 13. At the very least, the Board of Directors shall appoint a
Compensation Committee, which shall be comprised of at least three (3) directors
including the president, who shall be the only officer appointed to the
Compensation Committee. The president shall preside at the Compensation
Committee and shall from time to time recommend the compensation, and/or plan of
compensation, for each officer, employee and/or independent contractor to the
Compensation Committee for its approval. Upon approval by a majority of the
Compensation Committee, the Committee shall then submit the approved level or
levels of compensation to the Board of Directors for final approval. Nothing
stated herein shall prohibit the president from engaging licensed professionals,
at a rate that is commensurate with the value of their skills in the
marketplace, without the prior approval of the Compensation Committee or the
Board of Directors. Nor shall the president be prohibited from engaging
personnel on a temporary basis, until their compensation can be approved by the
next Compensation Committee and Board of Directors' meetings; provided that no
long-term commitments are made until approved pursuant to the terms of this
paragraph. The term "compensation" shall include any and all material benefits
offered to the Corporation's personnel.
SECTION 14. Each committee of the Board of Directors shall keep the minutes of
its meetings and submit a copy of each meeting's minutes to the President for
distribution to the Board of Directors within seven (7) days following each
committee meeting. Any one, or more, of the directors may submit a minority
report, either verbally or in writing, to the Board of Directors on any topic
undertaken by the committee. Directors submitting such reports are solely
responsible for the dissemination of the minority report. Any and all of the
reports made in writing, and presented to the Board of Directors, shall be
included in the Corporate Record Book.
COMPENSATION OF DIRECTORS
SECTION 15. The Board of Directors shall have the authority to fix the
compensation of the directors. Each director shall be paid for his or her
expenses, if any, incurred in the attendance of each meeting of the Board of
Directors. Conversely, directors may be paid a fixed sum for attendance at each
meeting of the Board of Directors, or a stated salary; provided only that any
and all compensation is reasonable with respect to the relative size of the
Corporation's operations. Cash director's fees may only be made from the
Corporation's earnings. Any and all such payments must reflect, and be earned
over, the term of the director receiving such compensation, and must be prorated
if the term of the director is similarly foreshortened for any reason. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation and/or expense reimbursement for committee
meetings.
Page 6 of 15
<PAGE>
REMOVAL OF DIRECTORS
SECTION 16. Unless otherwise restricted by law, any director or the entire Board
of Directors may be removed, with or without cause, by the holder(s) of a
majority of shares entitled to vote for the directors at an election. Any Board
of Directors' meeting that may be in progress at the time that one or more
directors are so removed, shall be adjourned until the new director(s) are
properly elected in accordance with the Corporate Bylaws; unless the adjournment
is waived by a majority of the shareholders entitled to vote for directors. In
the event that a Board of Directors' meeting is adjourned pursuant to this
paragraph, then any and all business addressed at said meeting shall be placed
in suspension, and not acted upon or carried out, until approved by a majority
of the newly constituted Board.
ATTENDANCE POLICY
SECTION 17.
Any director, who is unable to attend a formally called Board meeting,
must notify the President prior to said meeting. Upon receiving such
notification, the president may at his discretion excuse the absence. Any
director with two unexcused absences within a twelve-month period shall be
disqualified for further service as a director. In the event that the directors
elect to compensate themselves for their services to the Corporation, then such
compensation must be allocated in accordance with the attendance of the Board
meetings. As such, any absence from a formally called Board meeting will
disqualify the absent director for compensation for the missed Board meetings.
ARTICLE IV - OFFICERS
SECTION 1. The officers shall be elected by the Board of Directors and shall
include a president, one or more vice-presidents, secretary and treasurer. The
Board of Directors may also create additional offices, provided that no such
additional office shall supercede, or otherwise dilute, the powers granted to
the president as the president of the Corporation as established herein by the
Corporate Bylaws. Two or more offices may be held by the same person; except the
offices of president and treasurer, unless the Corporation has only one officer
to serve in such offices. The president may reassign the title, duties and
responsibilities of any officer, but shall supply the Board of Directors with a
written notice of such reassignment at the subsequent Board of Directors'
meeting.
SECTION 2. The compensation of all officers, employees and independent
contractors of the Corporation shall be recommended to the Compensation
Committee by the president.
SECTION 3. Each officer shall hold office until his or her successor is chosen,
qualified and approved by the Board of Directors; except that, any officer
elected by the Board of Directors
Page 7 of 15
<PAGE>
may be removed at any time by the president or upon a majority vote of the
elected Board of Directors -- unless the terms of a formally approved personal
services contract restricts their removal. In the event of any vacancy occurring
in any office of the Corporation by death, resignation, removal or otherwise;
the vacancy may be filed on a temporary basis by the president, but must then be
approved by the Board of Directors for the position to be considered permanent.
PRESIDENT
SECTION 4. The president shall be the chief executive officer (CEO) and the
chief operating officer (COO) until such time as the president recommends, and
the Board of Directors approves, another individual as the chief operating
officer. The president shall have broadly defined powers reasonable and
necessary to a act as the chief executive officer of the Corporation. The
president shall (a) generally supervise the business of the Corporation and its
subsidiaries, (b) insure that resolutions of the Board of Directors are carried
into effect, (c) perform such duties the Board of Directors by resolution
assigns to him or her, (d) preside at all meetings of the Board of Directors,
committee meetings and shareholders' meetings, (e) execute debentures, bonds,
mortgages and any other contract requiring the formal acknowledgment of the
Corporation, (f) sign and issue any and all stock, warrants, options or other
securities issued by the Corporation, (g) appoint reasonably qualified
individuals to an Advisory Board, subject to notification of the directors at
the subsequent Board meeting, and (g) shall have the power to invoke Robert's
Rules of Order at any time at any meeting of the Corporation, including all
committee, Board and stockholders meetings. No contractual obligation, or
security, issued by the Corporation, shall be considered to be valid unless
properly signed by the president on the Corporation's behalf. Only the President
shall the right to record the proceedings at Committee meetings, Advisory Board
meetings, Board of Director meetings and Stockholders meetings, whether such
meetings be regular or special meetings. The President shall have the right to
record such meetings by whatever means he may deem appropriate without formal
notice to those in attendance. The President shall then retain possession and
full control over such recordings, including the right to dispose of such
recordings at such time as it may be appropriate in his sole discretion.
INCAPACITATION OF THE PRESIDENT
SECTION 5. In the event that the president deems necessary: (a) he may declare
himself to be legally incapacitated, and (b) he will also define when the
incapacitation is over and the president's powers shall be reinstated. During
the period of incapacitation, the president shall retain the position of
"president," even though ceratin duties may be temporarily assigned to the
executive vice-president. In the event that the president declares himself or
herself to be incapacitated, the executive vice-president shall perform the
duties of the president; except that no contractual obligation, securities or
indebtedness shall be entered into or otherwise issued by the Corporation until
the president is fully reinstated.
Page 8 of 15
<PAGE>
DEATH OF THE PRESIDENT
SECTION 6. In the event of the death of the president: (a) the chief operating
officer shall assume the powers of the presidency, assuming a COO has been
formerly appointed by the Board of Directors; otherwise (b) the chief financial
officer (CFO) shall assume the powers of the presidency; except that, no
contractual obligation, securities or indebtedness shall be entered into or
otherwise issued by the Corporation until the Board of Directors has appointed a
new president.
EXECUTIVE VICE-PRESIDENT
SECTION 7. At such time as a chief operating officer is appointed, who is not
concurrently the president, then the COO shall be designated as the executive
vice-president of the Corporation. The executive vice-president, as the
corporate COO, shall oversee the day-to-day operations of the Corporation under
the supervision of the president, and shall respond and perform any and all
assignments or duties as may be defined for the executive vice-president by
either the president or the Board of Directors.
VICE-PRESIDENT(S)
SECTION 8. One or more vice-presidents may be appointed by the Board of
Directors, which shall have well-defined roles in the Corporation. Generally,
each vice-president shall be assigned the responsibility for one major area or
function of the Corporation by the Board of Directors. The vice-presidents
specific duties and responsibilities will be defined in order of precedence by
the Board of Directors, the president and/or the executive vice-president.
SECRETARY
SECTION 9. The secretary shall attend and oversee the keeping of the minutes of
the Board of Directors, Committees of the Board and shareholders' meetings. All
calls, notices, minutes and other pertinent documents so designated by the Board
of Directors shall be kept in the Corporate Record Book, which shall be
maintained at the primary office of the Corporation. The secretary shall be
responsible for giving notice of any and all meetings for which the notice must
be given to shareholders and/or directors. The secretary shall have the custody
of the books and records of the corporation as well as its corporate seal, if
any, and shall affix it to any instrument requiring it as directed by the
president. The secretary shall also have such other duties as may be assigned by
the Board of Directors or the president.
TREASURER
SECTION 10. The treasurer shall be the chief financial officer, unless otherwise
designated by a
Page 9 of 15
<PAGE>
majority of the elected directors. As the CFO, the treasurer shall (a) have
custody of corporate funds and securities, (b) keep full and accurate accounts
and receipts and disbursements, (c) deposit all moneys or other receipts of
value in such banks or other depositories as may be selected by the Board of
Directors or the president, (d) oversee the disbursement of corporate funds as
directed to do so by the Board of Directors or the president, (e) submit a
current account of the financial condition to the Board of Directors at each
Board meeting and to the president upon request and (f) cooperate fully with any
and all requests made by the Corporation's auditor, if and when such an auditor
may be engaged by the president and approved by the Board of Directors.
CORPORATE BOND
SECTION 11. If required by the Board of Directors, the treasurer and/or other
officers shall give the Corporation a bond for the faithful performance of his,
her or their office. Such bond shall be in a sum and with a surety approved by
the Board of Directors with the expense of such bond to be borne by the
Corporation. Any and all officers that are unable to obtain such a bond in the
amount directed by the Board of Directors, shall be immediately removed as
signatories on any and all accounts maintained by the Corporation. The failure
to receive such a bond shall also be considered cause for the removal of said
officer in the event that the handling of funds is deemed to be a standard
function of his or duties as an officer by the Board of Directors. However,
nothing stated herein shall stop the president and/or the Board of Directors
from reassigning said officer to duties that do not include the handling of
funds.
ARTICLE V - STOCK CERTIFICATES
SECTION 1. Every holder of stock in the Corporation shall be entitled to have a
certificate signed by the president and the treasurer, unless so issued prior to
the approval of these Corporate Bylaws. Each certificate issued shall certify
the number of shares of stock the shareholder owns in the Corporation. In case
any officer who has signed such a certificate ceases to be an officer of the
Corporation before the certificate is issued, it may be issued by the
Corporation with the same effect as if that person were the officer at the date
of issue.
MISSING CERTIFICATES
SECTION 2. In the event a certificate for stock is lost, stolen, mutilated or
destroyed, the Board of Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corporation for the purpose
of replacing the certificate that has been alleged to have been lost, stolen,
mutilated or destroyed, upon such terms as the Board may require of the owner of
said certificate, or his or her legal representative. The terms requested by the
Board may include the owner's obligation to furnish the Corporation with a bond
sufficient to indemnify it against any claim that may be made against it related
to the lost, stolen, mutilated or destroyed certificate.
Page 10 of 15
<PAGE>
ARTICLE VI - RECORD DATE
SECTION 1. In order that the Corporation may determine the shareholders entitled
to notice of, or to vote at, any meeting of the shareholders or any adjournment
thereof, or to express consent to corporate action in writing at a meeting, or
to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change or conversion, or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix in advance a record date, which shall not be more than sixty
(60) days nor less than ten (10) days before the date of such meeting, nor any
more than sixty (60) days prior to any other action.
SECTION 2. A determination of the shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any adjournment to the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 3. The record date for any newly issued, or transferred, voting stock
shall be not less than ten (10) days following the date of the proper issuance
of said stock as certified by the signature of the president and secretary on
the issued stock certificate.
ARTICLE VII - DIVIDENDS
The Corporation is a development stage company and will pay no
dividends for the foreseeable future. Such profits as may be developed by the
Corporation shall be used exclusively for the future growth and development of
the Corporation and its subsidiaries. Any change in this dividend policy shall
require the approval of both a majority of the shareholders and a majority of
the elected directors.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall (a) begin on January 1st and
end on December 31st, or (b) otherwise be fixed by the Board of Directors.
ARTICLE IX - INDEMNIFICATION
SECTION 1. Each person who was or is threatened to be made a party to, or is
otherwise potentially involved (as a witness or otherwise) in or otherwise
requires representation by counsel in connection with any threatened, pending or
completed action, suit or proceeding, or any inquiry that such person in good
faith believes might lead to the institution of any such action, suit or
proceeding, whether civil or criminal, administrative or investigative
(hereinafter
Page 11 of 15
<PAGE>
called a "proceeding"), by reason of the fact that he or she is or was a
director, officer or employee or was serving at the request of the Corporation,
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other such proceeding is alleged action or
inaction in an official capacity or in any other capacity while serving as such
director, officer, employee or agent shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the laws of the State of
Minnesota, as the same exists or may hereafter be amended (but, in the case of
any such amendment with reference to events occurring prior to the effective
date thereof, only to the extent that such amendment permits the Corporation to
provided broader indemnification rights that such law permitted the Corporation
to provide prior to the amendment) against all costs, charges, expenses,
liabilities and losses (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in the settlement) reasonably
incurred or suffered by such person in connection herewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent (or to serve another entity at the request of the
Corporation) and shall inure to the benefit of such person's heirs, personal
representatives, and estate; PROVIDED HOWEVER, that, except as provided in
Section 2 hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or any part thereof) was
authorized prior to its initiation by a majority of the disinterested members of
the Board of Directors of the Corporation. The rights to indemnification
refereed to in this Article shall include the right to be paid by the
Corporation any expenses incurred in defending such proceeding in advance of its
final disposition; PROVIDED HOWEVER, that, if the laws of the State of Minnesota
requires, payment shall be made to or on behalf of a person only upon delivery
to the Corporation of an undertaking, by or on behalf of such person, to repay
all amounts so advanced if it shall ultimately be determined that such person is
not entitled to be indemnified under this Article shall be deemed to be a
contract between the Corporation and each person who serves in the capacities
described above at any time while this Article is in effect. Any repeal or
modification of this Article shall not in any way diminish any rights to
indemnification of such person of the obligations of the Corporation hereunder.
RIGHT OF CLAIMANT TO BRING SUIT
SECTION 2. If a claim under Section 1 of this Article is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part, the claimant shall be entitled to be paid also the expense of
prosecuting and/or defending such claim. In any action brought by the claimant
to enforce a right of indemnification hereunder or by the Corporation to recover
payments by the Corporation of expenses incurred by a claimant in a proceeding
in advance of its final disposition, the burden of proving that the claimant is
not entitled to be indemnified under this Article or otherwise shall be in the
Corporation. Neither the failure of the Corporation (including its Board of
Directors independent legal counsels or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because the claimant has met the
applicable standard of conduct set forth in the laws of the State
Page 12 of 15
<PAGE>
of Minnesota, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsels, or its shareholders) that the
claimant has not met such applicable standard of conduct, shall create a
presumption that the claimant has not met the applicable standard of conduct or,
in the case of such an action brought by the claimant, be a defense to the
action.
NON-EXCLUSIVITY OF RIGHTS
SECTION 3. The right to indemnification and the payment of expenses incurred in
defending such a proceeding in advance of its final disposition conferred in
this Article shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, the Corporation's Certificate of
Incorporation, Corporate Bylaws, an agreement, a vote of the Corporation's
shareholders or of disinterested Corporation directors or otherwise, both as to
action in that person's official capacity and as to action in any other capacity
by holding such office, and shall continue after the person ceases to serve the
Corporation as director or officer or to serve another entity at the request of
the Corporation.
INSURANCE
SECTION 4. The Corporation may maintain insurance, at its expense, to protect
itself and any director or officer of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against expense, liability
of loss, whether or not the Corporation would have the power to indemnify such
person against such expenses, liability or loss under the laws of the State of
Minnesota.
INDEMNITY AGREEMENTS
SECTION 5. The Corporation may from time to time enter into indemnity agreements
with the persons who are members of its Board of Directors and with officers or
other persons as the Board may designate, such indemnity agreements to provide
in substance that the Corporation will indemnify such persons to the fullest
extent of the provisions of Article X.
INDEMNIFICATION OF EMPLOYEES AND OF THE COMPANY
SECTION 6. The Corporation may, under procedures authorized from time to time by
the Board of Directors, grant rights to indemnification, thereby authorizing the
Corporation to pay the expenses incurred in defending any proceeding in advance
of its final disposition, to any director, officer, employee or agent of the
Corporation to the fullest extent of the provision of Article X.
Page 13 of 15
<PAGE>
ARTICLE XI - CHECKS
All checks or drafts for money or notes of the Corporation shall be
signed by such officers as the Board of Directors may from time to time
designate. Unless otherwise determined by the Board, all corporate checks in
excess of one thousand dollars ($1,000) issued from the Corporation's operating
account, payroll account or any such other account, shall require the signatures
of at least two individuals with each having at least one or more of the
following titles: president, executive vice-president, treasurer or secretary.
All checks issued by the Corporation's real estate trust account, if any, shall
require the signature of the licensed broker of record for the Corporation and
at least one other officer with one or more of the aforementioned titles. Any
and all checks in excess of one thousand dollars ($1,000) that are inadvertently
issued by the individual signature of any director, officer or employee, who is
otherwise a signatory on any Corporate account, must be approved at the
subsequent Board of Directors' meeting; or otherwise the non-approved sum must
then be reimbursed by said director, officer or employee to the Corporation.
This Article shall apply only to such checks that are written from the date of
the approval and enactment of these Corporate Bylaws.
ARTICLE XII - CORPORATE SEAL
If the Board of Directors so designates, the Corporation shall have a
corporate seal. If acquired, the corporate seal shall be inscribed with the name
of the corporation and/or its d/b/a and the words "Corporate Seal" and
"Minnesota."
ARTICLE XIII - AMENDMENTS
SECTION 1. The Board of Directors shall have the power at any regular meeting,
or at any special meeting, if notice thereof be included in the notice of such
special meeting, to enact, alter or repeal any bylaws, except that the Board of
Directors shall not alter or repeal any bylaws made by the shareholders. It
being agreed and understood that these Corporate Bylaws have been made by the
shareholders, and, as such, can only be altered or repealed by the shareholders
as stated in Section 2 of this Article. As such, it is understood that the Board
of Directors is limited to enacting, altering or repealing any new bylaws that
they may devise, provided that such new bylaws shall not take precedence over
any of the subject matter covered by these Corporate Bylaws as approved by the
shareholders.
SECTION 2. The shareholders shall have the power, at any annual meeting or at
any special meeting, if notice thereof be included in the notice of such special
meeting, to alter or repeal any bylaws of the Corporation and to make new
bylaws.
Page 14 of 15
<PAGE>
ARTICLE XIV - SEVERABILITY
In the event that any word(s), sentence(s), paragraph(s), Section(s) or
Article(s) of these corporate Bylaws is or are adjudicated, by a court of law in
the State of Minnesota with the proper legal authority, to be illegal or
otherwise unenforceable; then said word(s), sentence(s), paragraph(s),
Section(s) or Article(s) shall be deemed to have been deleted as if it or they
were never included herein; however, each and every other word, sentence,
paragraph, Section and Article of these Corporate Bylaws shall be fully
enforceable.
THE UNDERSIGNED HEREBY WITNESSES THAT THE CORPORATE BYLAWS STATED
HEREIN HAVE BEEN FORMALLY ACCEPTED ON ________________ BY THE SHAREHOLDERS.
___________________________________ DATE: _______________
THOMAS W. TRIPP, INCORPORATOR
Page 15 of 15
