Exhibit No. 2
Shallbetter Industries, Inc.
Form 10-SB
Exhibit "B"
BYLAWS
OF
SHALLBETTER INDUSTRIES, INC.
Adopted December 30, 1999
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BYLAWS
OF
SHALLBETTER INDUSTRIES, INC.
TABLE OF CONTENTS
Page
ARTICLE I. OFFICES 1
1.1 REGISTERED OFFICE 1
1.2 OFFICES 1
ARTICLE II. CORPORATE SEAL 1
2.1 CORPORATE SEAL 1
ARTICLE III. SHAREHOLDERS 1
3.1(A) REGULAR MEETINGS 1
3.1(B) ELECTRONIC COMMUNICATIONS 1
3.2 SPECIAL MEETINGS 2
3.3 QUORUM 2
3.4 VOTING 2
3.5 NOTICE OF MEETING 2
3.6 PROXIES 2
3.7 CLOSING TRANSFER BOOKS 3
3.8 RECORD DATE 3
3.9 PRESIDING OFFICER 3
3.10 ORDER OF BUSINESS 3
3.11 WRITTEN ACTION BY SHAREHOLDERS 3
ARTICLE IV DIRECTORS 3
4.1 GENERAL POWERS 3
4.2 EXECUTIVE COMMITTEE 3
4.3 SHAREHOLDER MANAGEMENT 4
4.4 NUMBER 4
4.5 QUALIFICATIONS AND TERM OF OFFICE 4
4.6 QUORUM 4
4.7 ACTION OF DIRECTORS 4
4.8 MEETINGS 4
4.9 MEETING BY ELECTRONIC COMMUNICATIONS 4
4.10 COMPENSATION 5
4.11 COMMITTEES 5
4.12 ACTION BY ABSENT DIRECTOR 5
4.13 REMOVAL OF DIRECTORS BY SHAREHOLDERS 5
4.14 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS 5
4.15 VACANCIES 5
4.16 ORDER OF BUSINESS 5
4.17 WRITTEN ACTION BY DIRECTORS 6
4.18 DISSENT FROM ACTION 6
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4.19 INTERESTED DIRECTORS 6
ARTICLE V OFFICERS 6
5.1 ELECTION OF OFFICERS 6
5.2 TERM OF OFFICE 6
5.3 PRESIDENT 7
5.4 TREASURER 7
5.5 VICE PRESIDENT 7
5.6 SECRETARY 7
5.7 CHAIRMAN OF THE BOARD 8
5.8 ASSISTANT OFFICERS 8
ARTICLE VI. REPAYMENT OF DISALLOWED AMOUNTS 8
ARTICLE VII. INDEMNIFICATION 8
ARTICLE VIII. SHARES AND THEIR TRANSFER 8
8.1 CERTIFICATES OF SHARES 8
8.2 UNCERTIFICATED SHARES 9
8.3 ISSUANCE OF SHARES 9
8.4 TRANSFER OF SHARES 9
8.5 LOST CERTIFICATES 9
8.6 TRANSFER AGENT AND REGISTRAR 9
8.7 FACSIMILE SIGNATURE 9
ARTICLE IX. FINANCIAL AND PROPERTY MANAGEMENT 10
9.1 FISCAL YEAR 10
9.2 CHECKS 10
9.3 DEPOSITS 10
9.4 VOTING SECURITIES HELD BY CORPORATION 10
ARTICLE X. AMENDMENTS 10
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BYLAWS
OF
SHALLBETTER INDUSTRIES, INC..
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE. The registered office of the
Corporation shall be located within the State of Minnesota, as
set forth in the Articles of Incorporation. The Board of
Directors shall have authority to change the registered office of
the Corporation, and a statement evidencing any such change shall
be filed with the Secretary of State of Minnesota as required by
law.
1.2 OFFICES. The Corporation may have other offices,
including its principal business office, either within or without
the State of Minnesota.
ARTICLE II.
CORPORATE SEAL
2.1 CORPORATE SEAL. There shall be no corporate seal for
the Corporation.
ARTICLE III.
SHAREHOLDERS
3.1(A) REGULAR MEETINGS. Regular meetings of the
shareholders shall be held at the Corporation's principal office
or such other place within or without the State of Minnesota as
is designated by the Board of Directors. Regular meetings may be
held annually or on a less frequent periodic basis, as
established by a resolution of the Board of Directors, or may be
held on call by the Board of Directors from time to time as and
when the Board determines. At each regular meeting, the
shareholders shall elect qualified successors for directors who
serve for an indefinite term or whose terms have expired or are
due to expire within six (6) months after the date of the
meeting, and may transact such other business which properly
comes before them. The foregoing notwithstanding, in the event of
a regular meeting of the shareholders has not been held for a
period of eighteen (18) months, a shareholder or group of
shareholders holding 10 percent (10%) or more of the issued and
outstanding voting shares may demand that a regular meeting of
the shareholders be held by giving written notice to the
President, Secretary or Treasurer of the Corporation. Within
thirty (30) days after receipt of the notice, the Board shall
cause a regular meeting of the shareholders to be called and held
within ninety (90) days of receipt of the notice. Any regular
meeting held pursuant to such a request by a shareholder or
shareholders shall be held within the county where the principal
executive office of the Corporation is located.
3.1(B) ELECTRONIC COMMUNICATIONS. As provided at Minn.
Stat. 302A.436, shareholders of the Company may participate in
any regular or special meeting of shareholders by any means of
communication through which the shareholders may simultaneously
hear each other during such meeting, and such presence by a
shareholder communicating through electronic communications,
shall constitute a valid meeting of the shareholders of the
Company if the number of shareholders participating in the
meeting would be sufficient to constitute a quorum at such
meeting, and if the same notice is given of the meeting as would
be required for a shareholders' meeting under these Bylaws. In
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any such meeting, a shareholder may participate by any means of
communication through which the shareholder, other shareholders
so participating, and all shareholders physically present at the
meeting, may simultaneously hear each other.
3.2 SPECIAL MEETINGS. Special meetings of the shareholders
shall be called by the President, Secretary or Treasurer, or such
other officer as may be designated by the Board of Directors,
upon request of two members of the Board of Directors, or upon a
written request of shareholders holding ten percent (10%) or more
of the shares entitled to vote. The request must specify the
purpose of the meeting. Within thirty (30) days after receipt of
the request, the Board of Directors must call a special meeting
of the shareholders to be held within ninety (90) days of receipt
of the request. Any special meeting held pursuant to such a
request by a shareholder or shareholders shall be held within the
county where the principal executive office of the Corporation is
located.
3.3 QUORUM. Business may be transacted at any duly held
meeting of shareholders at which a quorum is present. The holders
of a majority of the voting power of the shares entitled to vote
at a meeting are a quorum. The shareholders present at the
meeting may continue to transact business until adjournment, even
though a number of shareholders withdraw leaving less than a
quorum. If a quorum is not present at any meeting, those present
have the power to adjourn the meeting from time to time until the
requisite number of voting shares are present. The date, time,
and place of the reconvened meeting shall be announced at the
time of adjournment and notice of the reconvened meeting shall be
given to all shareholders who were not present at the time of
adjournment. Any business which might have been transacted at the
meeting which was adjourned may be transacted at the reconvened
meeting.
3.4 VOTING. At each shareholders' meeting, every
shareholder having the right to vote is entitled to vote in
person or by proxy. Shareholders have one (1) vote for each share
having voting power standing in their name on the books of the
Corporation, unless otherwise provided in the Articles of
Incorporation of the Corporation, or these Bylaws, or in the
terms of the shares. Upon demand of any shareholder; the vote for
directors or the vote upon any question before the meeting shall
be by ballot. All elections and questions shall be decided by a
majority vote of the number of shares entitled to vote and
represented at any meeting at which there is a quorum, except as
otherwise required by statute, the Articles of Incorporation,
these Bylaws, or by agreement among the shareholders.
3.5 NOTICE OF MEETING. Notice of regular or special
meetings of the shareholders shall be given by an officer or
agent of the Corporation to each shareholder shown on the books
of the Corporation to be the holder of record of shares entitled
to vote at the meeting. If the notice is to be mailed, then the
notice must be mailed to each shareholder at the shareholder's
address as shown on the books of the Corporation at least five
(5) calendar days prior to the meeting. If the notice is not
mailed, then the notice must be given at least forty-eight (48)
hours prior to the meeting. The notice must contain the date,
time, and place of the meeting, and in the case of a special
meeting, must also contain a statement of the purpose of the
meeting. In no event shall notice be given more than sixty (60)
days prior to the meeting. In the event the Corporation has a
good faith reason to believe that any existing shareholder
resides outside of the continental United States, then, and only
then, the Corporation shall provide notice of any such regular or
special meetings of the shareholders of the Corporation through
use of facsimile, or international express mail service, in
accordance with the notice provisions described above. In no
instance shall the Corporation be obligated to provide notice to
any shareholder who, after reasonable inquiry, has no current or
available address for such shareholder; or; if the Corporation
has reason to believe that the current address, as shown on the
books and records of the Corporation, is invalid, incorrect, or
not current.
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3.6 PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Such proxies must be filed
with an officer of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the
proxy.
3.7 CLOSING TRANSFER BOOKS. The Board of Directors may
close the stock transfer books for a period of time which does
not exceed sixty (60) days preceding any of the following: the
date of any meeting of shareholders; the payment of dividends;
the allotment of rights; or the change, conversion, or exchange
of shares.
3.8 RECORD DATE. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date, not
exceeding sixty (60) days preceding the date of any of the events
described in Section 3.7, as a record date for the determination
of shareholders entitled to notice of and to vote at any meeting
and any meeting subsequent to adjournment; to receive any
dividend or allotment of rights; or to exercise the rights in
respect to any change, conversion, or exchange of shares. In such
case, only those shareholders of record on the record date so
fixed shall be entitled to receive notice of and to vote at the
meeting and any meeting subsequent to adjournment thereof, to
receive a dividend or allotment of rights, to exercise such
rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date so
fixed. If the share transfer books are not closed and no record
date is fixed for determination of the shareholders of record,
then the date on which notice of the meeting is mailed or the
date of adoption of a resolution of the Board of Directors
declaring a dividend, allotment of rights, change, conversion or
exchange of shares, as the case may be, shall be the record date
of such determination.
3.9 PRESIDING OFFICER. The President of the Corporation
shall preside over all meetings of the shareholders. In the
absence of the President, the shareholders may choose any person
present to act as a presiding officer.
3.10 ORDER OF BUSINESS. The suggested order of business at
the regular meeting, and so far as possible at all other meetings
of the shareholders, shall be:
1. Roll call.
2. Proof of due notice of meeting, unanimous attendance,
or waiver of notice.
3. Reading and disposal of any unapproved minutes.
4. Annual reports of all officers and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.
3.11 WRITTEN ACTION BY SHAREHOLDERS. Any action which may be
taken at a meeting of the shareholders may be taken without a
meeting and notice if a consent in writing, setting forth the
action so taken, is signed by all shareholders entitled to notice
of a meeting for such purpose.
ARTICLE IV.
DIRECTORS
4.1 GENERAL POWERS. The property, affairs, and business of
the Corporation shall be managed by the Board of Directors.
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4.2 EXECUTIVE COMMITTEE. The Board of Directors may, by
unanimous affirmative action of the entire Board designate two or
more of their number to constitute an executive committee, which,
to the extent determined by unanimous affirmative action of the
entire Board, shall have and exercise the authority of the Board
in the management of the business of the Corporation. Any such
executive committee shall act only in the interval between
meetings of the Board and shall be subject at all times to the
control and direction of the Board.
4.3 SHAREHOLDER MANAGEMENT. The holders of shares entitled
to vote for directors may, by unanimous affirmative vote, take
any action which the Board of Directors is otherwise empowered to
take, in accordance with the provisions of Section 302A.201 of
the Minnesota Statutes and laws amendatory thereof or
supplementary thereto.
4.4 NUMBER. The number of directors shall be the number
elected by the shareholders at their regular meetings or at
special meetings called for that purpose; provided, however; that
the number may be increased by resolution of the Board of
Directors. Any newly created directorships resulting from an
action by the Board of Directors shall be filled by a majority
vote of the directors serving at the time of increase.
4.5 QUALIFICATIONS AND TERM OF OFFICE. Directors need not
be shareholders or residents of the State of Minnesota. The Board
of Directors shall be elected by the shareholders at their
regular meeting and at any special shareholders' meeting called
for that purpose. A director elected for an indefinite term shall
serve until the next regular meeting of the shareholders and
until the director's successor is elected and qualifies, or until
the earlier death, resignation, removal, or disqualification of
the director. A director elected for a fixed term of office,
which shall not exceed five (5) years, shall hold office until
the director's successor is elected and qualifies, or until the
earlier death, resignation, removal, or disqualification of the
director.
4.6 QUORUM. A majority of the Board of Directors
constitutes a quorum for the transaction of business; provided,
however; that if any vacancies exist by reason of death,
resignation, or otherwise, a majority of the remaining directors
constitutes a quorum. If less than a quorum is present at any
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
4.7 ACTION OF DIRECTORS. The acts of a majority of the
directors present at a meeting at which a quorum is present are
the acts of the Board of Directors.
4.8 MEETINGS. Meetings of the Board of Directors may be
held from time to time at any place, within or without the State
of Minnesota that the Board of Directors may select. If the Board
of Directors fails to select a place for a meeting, the meeting
shall be held at the principal executive office of the
Corporation. The Chief Executive Officer or any director may call
a meeting of the Board of Directors by giving notice to all
directors of the date, time, and place of the meeting, If the
notice is to be mailed, then the notice must be mailed to each
director at least five (5) calendar days prior to the meeting. If
the notice is not mailed, then the notice must be given at least
forty-eight (48) hours prior to the meeting. If the date, time,
and place of the meeting of the Board of Directors have been
announced at a previous meeting of the Board of Directors, no
additional notice of such meeting is required, except that notice
shall be given to all directors who were not present at the
previous meeting. Notice of the meeting of the Board of Directors
need not state the purposes of the meeting. A director may orally
or in writing waive notice of the meeting. Attendance by a
director at a meeting of the Board of Directors is
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also a waiver of notice of such meeting, except where the
director objects at the beginning of the meeting to the
transaction of business because the meeting allegedly is not
lawfully called or convened and does not participate thereafter
in the meeting.
4.9 MEETING BY ELECTRONIC COMMUNICATIONS. A conference
among directors by any means of communication through which the
directors may simultaneously hear each other during the
conference constitutes a meeting of the Board of Directors if the
number of directors participating in the conference would be
sufficient to constitute a quorum at a meeting, and if the same
notice is given of the conference as would be required for a
Board of Directors meeting under these Bylaws. In any Board of
Directors meeting, a director may participate by any means of
communication through which the director; other directors so
participating, and all directors physically present at the
meeting may simultaneously hear each other during the meeting.
4.10 COMPENSATION. Directors may receive such compensation
as may be determined from time to time by resolution of the Board
of Directors.
4.11 COMMITTEES. By the affirmative vote of a majority of
the directors, the Board of Directors may establish a committee
or committees having the authority of the Board of Directors in
the management of the business of the Corporation to the extent
provided in the resolution adopted by the Board of Directors. 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. A majority of the members of the committee
present at any meeting of the committee is a quorum for the
transaction of business, unless a larger or smaller proportion or
number is provided in the resolution approved by the Board of
Directors. Minutes of any committees created by the Board of
Directors shall be available upon request to members of the
committee and to any director.
4.12 ACTION BY ABSENT DIRECTOR. A director may give advance
written consent or opposition to a proposal to be acted upon at a
Board of Directors' meeting by giving a written statement to the
President, Treasurer; or any director setting forth a statement
of the proposal to be voted on and containing a statement of the
director's voting preference with regard to the proposal. An
advance written statement does not constitute presence of the
director for purposes of determining a quorum, but the advance
written statement shall be counted in the vote on the subject
proposal provided that the proposal acted on at the meeting is
substantially the same or has substantially the same effect as
the proposal set forth in the advance written statement. The
advance written statement by a director on a proposal shall be
included in the records of the Board of Director's action on the
proposal.
4.13 REMOVAL OF DIRECTORS BY SHAREHOLDERS. At any duly
called meeting of the shareholders, the affirmative vote of a
number of shares sufficient to elect a director may remove any or
all of the directors, with or without cause, and may elect
replacements.
4.14 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS. Any
director who has been elected by the Board of Directors to fill a
vacancy on the Board of Directors, or to fill a directorship
created by action of the Board of Directors, and who has not
subsequently been reelected by the shareholders, may be removed
by a majority vote of all directors constituting the Board,
exclusive of the director whose removal is proposed.
4.15 VACANCIES. Any vacancy on the Board of Directors may be
filled by vote of the remaining directors, even though less than
a quorum.
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4.16 ORDER OF BUSINESS. The suggested order of business at
any meeting of the directors shall be:
1. Roll Call.
2. Proof of due notice of meeting, unanimous attendance,
or waiver of notice.
3. Reading and disposal of any unapproved minutes.
4. Reports of officers and committees.
5. Election of officers.
6. Unfinished business.
7. New business.
8. Adjournment.
4.17 WRITTEN ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting by written action signed by the
number of Directors that would be required to take the same
action at a meeting of the Board at which all Directors were
present, except that any action requiring shareholder approval
must be signed by all of the members of the Board of Directors
then in office.
4.18 DISSENT FROM ACTION. A director of the Corporation who
is present at a meeting of the Board of Directors at which any
action is taken shall be presumed to have assented to the action
taken unless 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;
or unless the director votes against the action at the meeting,
or is prohibited from voting on the action.
4.19 INTERESTED DIRECTORS. No contract or transaction
between the Corporation and one or more of its directors or
officers, or between the Corporation and any other Corporation,
partnership, association, or other organization in which one or
more of its Directors or officers are Directors or officers or
have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present
at or participates in the meeting of the shareholders or the
Board or committee which authorizes, approves or ratifies the
contract or transaction, if:
4.19.1 The material facts as to the relationship or
interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and
the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the
disinterested Directors, but any interested Director shall
not be counted in determining the presence of a quorum and
shall not vote; or
4.19.2 The material facts as to the relationship or
interest and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon,
and the contract or transaction is specifically approved in
good faith by the holders of a majority of the outstanding
shares, but shares owned by the interested Director or
officer shall not be counted in determining the presence of
a quorum and shall not be voted; or
4.19.3 The contract or transaction is fair and
reasonable as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors
a committee thereof, or the shareholders.
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ARTICLE V.
OFFICERS
5.1 ELECTION OF OFFICERS. The Board of Directors shall,
from time to time, elect a President, who may also be designated
as Chief Executive Officer; and a Treasurer; who may also be
designated as Chief Financial Officer. The Board of Directors may
elect, but shall not be required to elect, a Secretary one or
more Vice Presidents, and a Chairman of the Board. In addition,
the Board of Directors may elect such other officers and agents
as it may deem necessary. The officers shall exercise such powers
and perform such duties as are prescribed by applicable statutes,
the Articles of Incorporation, the Bylaws, or as may be
determined from time to time by the Board of Directors. Any
number of offices may be held by the same person.
5.2 TERM OF OFFICE. The officers shall hold office until
their successors are elected and qualify; provided, however; that
any officer may be removed with or without cause by the
affirmative vote of a majority of the directors present at a
Board of Directors meeting.
5.3 PRESIDENT. The President shall:
5.3.1 Have general active management of the
business of the Corporation;
5.3.2 When present, preside at all meetings of the
shareholders;
5.3.3 See that all orders and resolutions of the
Board of Directors are carried into effect;
5.3.4 Sign and deliver in the name of the
Corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the Corporation,
except in cases in which the authority to sign and deliver
is required by law to be exercised by another person or is
expressly delegated by the Articles of Incorporation or
Bylaws or by the Board of Directors to some other officer or
agent of the Corporation;
5.3.5 Perform other duties prescribed by the Board
of Directors. All other officers shall be subject to the
direction and authority of the President.
5.4 TREASURER. The Treasurer shall:
5.4.1 Keep accurate financial records for the
Corporation;
5.4.2 Deposit all money, drafts, and checks in the
name of and to the credit of the Corporation in the banks
and depositories designated by the Board of Directors;
5.4.3 Endorse for deposit all notes, checks, and
drafts received by the Corporation as ordered by the Board
of Directors, making proper vouchers therefor;
5.4.4 Disburse corporate funds and issue checks and
drafts in the name of the Corporation, as ordered by the
Board of Directors;
5.4.5 Render to the President and the Board of
Directors, whenever requested, an account of all
transactions by the Treasurer and of the financial condition
of the Corporation; and
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5.4.6 Perform other duties prescribed by the Board
of Directors or by the President.
5.5 VICE PRESIDENT. Each Vice President, if any, has such
powers and shall perform such duties as may be specified in these
Bylaws or prescribed by the Board of Directors. In the event of
absence or disability of the President, the Vice President shall
succeed to the President's powers and duties. If there are two or
more Vice Presidents, the order of succession shall be determined
through seniority by the order in which elected or as otherwise
prescribed by the Board of Directors.
5.6 SECRETARY. The Secretary, if any, shall attend all
meetings of the shareholders and the Board of Directors. The
Secretary shall act as clerk and shall record all the proceedings
of the meetings in the minute book of the Corporation and shall
give proper notice of meetings of shareholders and the Board of
Directors. The Secretary shall keep the seal of the Corporation,
if any, and shall affix the seal to any instrument requiring it
and shall attest the seal, and shall perform such other duties as
may be prescribed from time to time by the Board of Directors.
5.7 CHAIRMAN OF THE BOARD. The Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and
shall perform such other duties as may from time to time be
assigned by the Board of Directors.
5.8 ASSISTANT OFFICERS. In the event of absence or
disability of any Vice President, Secretary or Treasurer, the
assistant to such officer; if any, shall succeed to the powers
and duties of the absent officer until the principal officer
resumes his duties or a replacement is elected by the Board of
Directors. If there are two or more assistants, the order of
succession shall be determined through seniority by the order in
which elected or as otherwise prescribed by the Board of
Directors. The assistant officers shall exercise such other
powers and duties as may be delegated to them from time to time
by the Board of Directors or the principal officer under whom
they serve, but at all times remain subordinate to the principal
officers they are designated to assist.
ARTICLE VI.
REPAYMENT OF DISALLOWED AMOUNTS
Any payments made to, or on behalf of, an officer (including
a former officer) of the Corporation, e.g. salary, commission,
bonus, rent, or travel, which shall be finally disallowed in
whole or in part as a deductible expense by the Internal Revenue
Service or the tax authority of any state (excepting
entertainment expense, which is recognized as only partially
deductible), shall be repaid by such officer to the Corporation
to the extent of the amount of such disallowed deduction. For
these purposes, the term "final disallowance" shall mean an
agreement by the Corporation with the Internal Revenue Service or
state tax authority to such disallowance, a determination by the
Internal Revenue Service or other such tax authority with respect
to which the time to protest or appeal has lapsed, or the final
decision of a court establishing such disallowance. A decision of
a court shall be deemed final when the period during which an
appeal from a decision of the court can be made has lapsed. Such
officer may elect to repay the Corporation either in a lump sum,
or in installments. If the officer elects to repay the
Corporation in a lump sum, the payment of the disallowed amount
shall be due within ninety (90) days of the date on which the
Corporation notifies the officer of such disallowance. If the
officer elects to repay the Corporation in installments, the
disallowed amount shall be repaid in no more than twelve (12)
equal monthly installments, together with interest at a rate
which is one percent (1%) in excess of the so-called base rate or
prime rate in effect at the Corporation's principal bank on the
date on which the Corporation
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notifies the officer that an obligation for payment has arisen
under this Article VI. Such monthly installments shall commence
on the fifteenth (15) day of the first calendar month following
the calendar month during which the Corporation notifies the
officer that such obligation of payment has arisen.
ARTICLE VII
INDEMNIFICATION
Directors, officers, committee members, and other persons
shall have the rights to indemnification provided by Section
302A.521 of the Minnesota Statutes and law amendatory thereof and
supplementary thereto.
ARTICLE VIII.
SHARES AND THEIR TRANSFER
8.1 CERTIFICATES OF SHARES. Unless the Board of Directors
has provided that the Corporation's shares are to be
uncertificated, every owner of shares of the Corporation shall be
entitled to a certificate, to be in such form as the Board of
Directors prescribes, certifying the number of shares owned by
such owner. The certificates for shares shall be signed in the
name of the Corporation by the President and by the Secretary or
Assistant Secretary, or the Treasurer; or any other officer of
the Corporation authorized by the Board of Directors and shall
have the corporate seal, if any, affixed thereto. A record shall
be kept of the name of the person owning the shares represented
by each certificate, the number of shares represented by each
certificate, the respective issue dates thereof, and in the case
of cancellation, the respective dates of cancellation. Except as
provided in Section 8.5 of this Article VIII, every certificate
surrendered to the Corporation for exchange or transfer shall be
canceled, and no other certificate shall be issued in exchange
for any existing certificate until such existing certificate is
canceled.
8.2 UNCERTIFICATED SHARES. The Board of Directors, by a
majority vote of directors present at a duly called meeting, may
provide that any or all shares or classes or series of shares are
to be uncertificated shares. In that case, any shareholder who is
issued uncertificated shares shall be provided with the
information legally required to be disclosed in a certificate.
8.3 ISSUANCE OF SHARES. The Board of Directors is
authorized to issue shares of the capital stock of the
Corporation up to the number of shares authorized by the Articles
of Incorporation. Shares may be issued for any consideration,
including, without limitation, money or other tangible or
intangible property received by the Corporation or to be received
by the Corporation under a written agreement, or services
rendered to the Corporation or to be rendered to the Corporation
under a written agreement, as authorized by a resolution approved
by the affirmative vote of a majority of the directors present,
valuing all non-monetary consideration and establishing a price
in money or other consideration, or a minimum price, or a general
formula or method by which the price will be determined. Upon
authorization by resolution approved by the affirmative vote of a
majority of the directors present, the Corporation may, without
any new or additional consideration, issue shares of its
authorized and unissued capital stock in exchange for or in
conversion of its outstanding shares, or issue its own shares pro
rata to its shareholders or the shareholders of one or more
classes or series, to effectuate share dividends or splits,
including reverse share splits. No shares of a class or series
shall be issued to the holders of shares of another class or
series, unless issuance is either expressly provided for in the
Articles of Incorporation or is approved at a meeting by the
affirmative vote of the holders of a majority of the voting power
of all shares of the same class or series as the shares to be
issued.
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8.4 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
duly authorized attorney-in-fact and only upon surrender for
cancellation of the certificate for such shares. The shareholder
in whose name shares stand on the books of the Corporation shall
be considered the owner thereof for all purposes regarding the
Corporation.
8.5 LOST CERTIFICATES. Any shareholder claiming a
certificate for shares to be lost or destroyed shall make an
affidavit or affirmation of that fact in such form as the Board
of Directors may require and shall, if the directors so require,
give the Corporation a bond of indemnity in form and with one or
more sureties satisfactory to the Board of Directors and in an
amount determined by the Board of Directors, to indemnity the
Corporation against any claim that may be made against it on
account of the alleged loss or destruction of the certificate. A
new certificate may then be issued in the same tenor and for the
same number of shares as the one alleged to have been destroyed
or lost.
8.6 TRANSFER AGENT AND REGISTRAR. The Board of Directors
may appoint one or more transfer clerks and one or more
registrars and may require all certificates for shares to bear
the signature or signatures of any of them.
8.7 FACSIMILE SIGNATURE. Where any certificate is manually
signed by a transfer agent, a transfer clerk, or a registrar
appointed by the Board of Directors to perform such duties, a
facsimile or engraved signature of the officers and a facsimile
corporate seal, if any, may be inscribed on the certificate in
lieu of the actual signatures and seal.
ARTICLE IX.
FINANCIAL AND PROPERTY MANAGEMENT
9.1 FISCAL YEAR. The fiscal year of the Corporation
shall end on such date as may be determined from time to time by
the Board of Directors. In the absence of any resolution to the
contrary, the fiscal year of the Corporation shall end on
December 31 of each year.
9.2 CHECKS. All checks, drafts, other orders for the
payment of money, notes, or other evidences of indebtedness
issued in the name of the Corporation shall be signed by the
President or Treasurer; or any other officer or officers, agent
or agents of the Corporation, as may from time to time be
determined by resolution of the Board of Directors.
9.3 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, trust companies, or other
depositories as the Board of Directors may select.
9.4 VOTING SECURITIES HELD BY CORPORATION. The President,
or other officer or agent designated by the Board of Directors,
shall have full power and authority on behalf of the Corporation
to attend, act at, and vote at any meeting of security or
interest holders of other corporations or entities in which the
Corporation may hold securities or interests. At the meeting, the
President or other designated agent shall possess and exercise
any and all rights and powers incident to the ownership of the
securities or interests which the Corporation holds.
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ARTICLE X.
AMENDMENTS
The Board of Directors of the Corporation is expressly
authorized to make Bylaws of the Corporation and from time to
time to adopt, amend, or repeal Bylaws so made to the extent and
in the manner prescribed by the Minnesota Statutes. The Board of
Directors shall not adopt, amend, or repeal a Bylaw 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, but may
adopt or amend a Bylaw to increase the number of directors. The
authority in the Board of Directors is subject to the power of
the voting shareholders to adopt, change, or repeal the Bylaws by
a vote of shareholders holding a majority of the shares entitled
to vote and present or represented at any regular meeting or
special meeting called for that purpose.
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