Exhibit 3.4
BLACK HILLS HOLDING CORPORATION
BYLAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Place. Meetings of the shareholders shall be held at such
place within or without the State of South Dakota as the Board of Directors may
from time to time determine and as stated in the notice of the meeting.
Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held at such time within six months after the end of each fiscal year of the
Company as the Board of Directors designates for the purpose of electing
directors and for the transacting of any other business as may be brought before
the meeting.
Section 3. Special Meetings. All annual and special meetings of the
shareholders shall be called by a majority of the Board of Directors.
Section 4. Notice. Unless all shareholders entitled to vote at the
meeting waive notice in writing, written notice stating the place, day and hour
of each meeting of shareholders, and in the case of a special meeting, further
stating the purpose for which such meeting is called, shall be mailed at least
ten days before the meeting when called by the Board of Directors to each
stockholder of record who shall be entitled to vote thereat to the last known
post office address of each such stockholder as it appears upon the stock
transfer books of the Company. However, notice of a meeting, at which proposal
to increase the capital stock or indebtedness is to be considered, shall be
given at least sixty days prior to such meeting.
Section 5. Quorum. The holders of a majority of the issued and
outstanding shares of the capital stock of the Company entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of the shareholders except as may
otherwise be provided by law or by the Articles of Incorporation. If a quorum or
greater number as may be required by law or the Articles shall not be present or
represented at any meeting of the shareholders, a majority of the shareholders
who are present in person or by proxy and who are entitled to vote thereat shall
have the power to adjourn the meeting from time to time without notice other
than announcement at the meeting until such quorum or such greater number shall
have been obtained.
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Section 6. Adjourned Meeting. The majority of the shareholders who are
entitled to vote and who are present in person or by proxy at any regular or
special meeting of the shareholders shall have the right to adjourn the meeting
from time to time without notice other than announcement at the meeting to be
adjourned; provided, however, the meeting may not be adjourned for a period
longer than sixty days from the date of the meeting as set forth in the notice
thereof.
Section 7. Voting. At each meeting of the shareholders, every
stockholder having the right to vote shall be entitled to vote one vote per
share in person or by proxy appointed by an instrument in writing subscribed by
such stockholder. No proxy shall be valid after eleven months from the date of
its execution, unless otherwise provided in the proxy. All voting for directors
shall be by written ballot. All elections shall be had and all questions decided
by a plurality except as otherwise provided by law or by the Articles of
Incorporation.
Section 8. Inspectors. The Board of Directors or, if the Board shall
not have made the appointment, the person presiding at any meeting of
shareholders shall have power to appoint one or more persons, other than the
nominees for directors, to act as inspectors to receive, canvass and report the
votes cast by the shareholders at such meeting. Any inspector so appointed who
for any reason does not serve in such capacity may be replaced by the person
presiding at the meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Definitions. For the purposes of these Bylaws an "Inside
Director" is a director who is an employee of the Company, an officer of the
Company, a person who has in the past served as an officer of the Company or any
person whose relationship to the Company other than as a director gives him
access on a regular basis to material information about the Company that is not
generally available. Any director who is not an Inside Director would for the
purpose of these Bylaws constitute an "Outside Director." For the purpose of
this Section "Company" shall also include any subsidiary of the Company.
Section 2. Management of the Company. The property, business and
affairs of the Company shall be managed by or under the direction of its Board
of Directors.
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Section 3. Qualifications of Directors. At the time a person is elected
as director by the shareholders, that person must beneficially own at least 100
shares of the common stock of the Company; and if such person is elected by the
shareholders, the person must be duly qualified to vote such stock at the said
election. Each director is required to apply at least 50 percent of his or her
retainer toward the purchase of additional shares until the director has
accumulated at least 2,000 shares of common stock. No person shall be elected or
stand for reelection as a director who will be sixty-five years of age or older
on the thirty-first day of December of the year of the election, except in the
event the Board of Directors has not yet identified a director to be elected to
replace any director who will be sixty-five years of age during the year in
which he or she stands for reelection, a director may stand for reelection
solely for the purpose of filling the slate of directors. However, upon the
Board of Directors' choosing a replacement director, the incumbent director
shall tender his or her resignation to the Chairman.
Section 4. Number and Election; Vacancies and Removal. The number of
members of the Board of Directors shall not be less than nine (9); provided, the
Board of Directors may change the number of directors through amendments to its
Bylaws. The Board of Directors shall be and is divided into three classes, Class
I, Class II and Class III, which shall be as nearly equal in number as possible.
Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, each initial director in Class I shall hold office until the annual
meeting of shareholders in 2002, each initial director in Class II shall hold
office until the annual meeting of shareholders in 2003, and each initial
director in Class III shall hold office until the annual meeting of shareholders
in 2001.
The Board of Directors is expressly authorized to determine the rights,
powers, duties, rules and procedures that affect the power of the Board of
Directors to manage and direct the business and affairs of the Corporation,
including the power to designate and empower committees of the Board of
Directors, to elect, appoint and empower the officers and other agents of the
Corporation, and to determine the time and place of, and the notice requirements
for, Board meetings, as well as quorum and voting requirements for, and the
manner of taking, Board action.
In the event of any change in the authorized number of directors, the
Board of Directors shall apportion any newly created directorships to, or reduce
the number of directorships in, such class or classes as shall, so far as
possible, equalize the number of directors in each class. The Board of Directors
shall allocate consistently with the rule that the three classes shall be as
nearly equal in number of directors as possible, any newly-created directorship
to the class the term of office of which is due to expire at the latest date
following such allocation.
Any vacancies in the Board of Directors for any reason, including any
newly created directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum; and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen.
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Notwithstanding any of the foregoing, each director shall serve for a
term continuing until the annual meeting of shareholders at which the term of
the class to which he was elected expires and until his successor is elected and
qualified or until his or her earlier death, resignation or removal; except, a
director may be removed from office prior to the expiration of his or her term
only for cause and by a vote of the majority of the total number of members of
the Board of Directors without including the director who is the subject of the
removal determination and without such director being entitled to vote thereon.
Section 5. Compensation. Outside Directors shall be entitled to such
compensation and expenses as may be determined by resolution of the Board.
Outside Directors may serve the Company in other capacities and receive
compensation therefor.
Section 6. Meetings. The Board of Directors may hold meetings within or
without the State of South Dakota. Members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence in person at a
meeting.
Section 7. Regular Meetings. The annual meeting of the Board of
Directors for the election of officers and to conduct such other business to be
brought before the meeting shall, if practicable, be held on the same day as and
immediately after the annual election of the directors by the shareholders or
any adjournment thereof, and no notice thereof need be given. Further regular
meetings of the Board may be held with or without notice at such time and place
as shall from time to time be determined by the Board by resolution.
Section 8. Special Meetings. Special meetings of the Board of Directors
may be called either by the Chairman of the Board and Chief Executive Officer,
the President or by the Secretary upon the written request of any two directors
by giving oral or written notice to each director stating the time and place of
such meeting.
Section 9. Notice of Meetings. Notice shall be considered to have been
given if a notice is either orally communicated to a director at least twelve
hours prior to such meeting or placed in writing and mailed to the director at
his last known post office address as shown by the records of the Company at
least four days prior to the meeting. Any notice to be given a director for a
meeting of the directors may be waived by the director in writing either before
or after the meeting. Presence of any director at a meeting of the Board shall
be considered to be a waiver of notice by such director unless such director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted nor the purpose of any regular or special meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
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Section 10. Quorum. At all meetings of the Board of Directors a
majority of the number of directors at the time in office shall constitute a
quorum for the transaction of business; provided, less than a quorum of
directors may fill vacancies as set forth in Section 4 of this Article II. The
act of a majority of the number of directors at the time in office shall be the
act of the Board of Directors. If at any meeting of the board there shall be
less than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum is obtained and no further notice thereof need
be given other than by announcement at said meeting which shall be so adjourned.
Section 11. Manifestation of Dissent. A director of the Company who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 12. Action Taken Without Meeting. Any action which may be taken
at a meeting of the directors or of a committee may be taken without a meeting
if a consent in writing setting forth the actions so to be taken shall be signed
before such action by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote.
ARTICLE III
COMMITTEES
Section 1. Executive Committee. The Board of Directors shall appoint
from among its members an executive committee of at least five directors. The
Chairman of the Board and Chief Executive Officer and President shall be a
member of the executive committee. At least three members of the executive
committee shall be Outside Directors. The executive committee (i) shall
recommend to the Board persons to be elected as officers, (ii) recommend persons
to be appointed to Board committees, (iii) may consider and make recommendations
to the Board on other Board actions and (iv) may perform such other duties as
may be permitted by law.
Section 2. Audit Committee. The Board of Directors shall appoint at
least three of its Outside Directors to serve as an audit committee, all of whom
shall have no relationship to the Company that may interfere with the exercise
of their independence from management. The audit committee shall meet prior to
and after each yearly audit with representatives of the independent accounting
firm approved by the shareholders for the purpose of reviewing the audit of such
firm of the Company's financial condition and shall each year recommend to the
Board an independent accounting firm to be appointed by the Board for the
ratification by the shareholders and shall perform such other duties as assigned
by the Board.
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Section 3. Compensation Committee. The Board of Directors shall appoint
at least three of its Outside Directors to serve as a compensation committee.
The compensation committee (i) shall perform any function required by directors
in the administration of all federal and state statutes relating to employment
and compensation, (ii) shall recommend to the Board the compensation for
officers, and (iii) shall consider and approve the compensation program,
including the benefit program and stock ownership plans, of the Company.
Section 4. Director Nominating Committee. The Board of Directors shall
appoint a director nominating committee to be composed of the Chief Executive
Officer and a number of Outside Directors as determined by the Board of
Directors. An outside director shall be appointed by the Board of Directors to
serve as chairman of the director nominating committee. The director nominating
committee shall recommend to the Board of Directors persons to be nominated as
directors or to be elected to fill vacancies on the Board of Directors.
Section 5. Other Committees. The Board of Directors may also appoint
from among its own members such other committees as the Board may determine and
assign such powers and duties as shall from time to time be prescribed by the
Board.
Section 6. Removal from Committees and Rules of Procedure. Subject to
these Bylaws directors may be removed from the committees and vacancies therein
may be filled by a majority of the Board of Directors. A meeting of any
committee may be called by any member of the committee. The provisions of these
Bylaws concerning notice of meetings, compensation, manifestation of dissent and
taking action without a meeting as they pertain to directors shall also pertain
to committee meetings.
ARTICLE IV
OFFICERS
Section 1. Officers. The Board of Directors shall elect as officers of
the Company a Chairman of the Board, who shall be the Chief Executive Officer, a
President, a Vice President, a Secretary, a Treasurer and may elect a Controller
and such other Vice Presidents and other officers as the Board may determine is
necessary for the conduct of the business of the Company. Officers need not be
directors except for the Chairman of the Board. Any two or more offices may be
held by the same person. No person shall hold an officer position after the last
day of the month during which said person became sixty-five years of age.
Section 2. Term and Removal. All officers of the Company shall serve at
the pleasure of the Board of Directors, and the Board at any regular or special
meeting by the vote of a majority of the whole Board may remove an officer from
an office.
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Section 3. Duties of Chairman of the Board and Chief Executive Officer.
The Chairman of the Board and Chief Executive Officer shall be the chief
administrative officer of the Company. The Chairman of the Board and Chief
Executive Officer (i) shall exercise such duties as customarily pertain to the
office of Chief Executive Officer, (ii) shall have general and active management
authority and supervision over the property, business and affairs of the company
and over its officers and employees, (iii) may appoint employees, consultants
and agents as deemed necessary for the proper conduct of the Company's business,
(iv) may sign, execute and deliver in the name of the Company powers of
attorney, contracts, bonds and other obligations subject to direction of the
Board as set forth in Article VII of these Bylaws, (v) shall recommend to the
Board of Directors persons for appointment to offices and committees and for
nomination of directors, (vi) shall preside at stockholder meetings and at
meetings of the Board of Directors, and (vii) shall perform such other duties as
may be prescribed from time to time by the Board of Directors.
Section 4. Duties of the President. The President shall perform such
duties as may be prescribed from time to time by the Board of Directors or by
the Chairman of the Board and Chief Executive Officer. The President, in the
absence or disability of the Chairman of the Board and Chief Executive Officer,
shall perform the duties and exercise the powers of the Chairman of the Board
and Chief Executive Officer.
Section 5. Duties of Vice Presidents. The Vice Presidents shall have
such powers and perform such duties as may be assigned to them by the Board of
Directors, or the Chairman of the Board and Chief Executive Officer. In the
absence or disability of the Chairman of the Board and Chief Executive Officer,
and the President, the Vice Presidents in the order as designated by the Board,
or if the Board so directs, by the Chairman of the Board and Chief Executive
Officer, shall perform the duties and exercise the powers of the Chairman of the
Board and Chief Executive Officer.
Section 6. Duties of Secretary. The Secretary shall attend all meetings
of the Board and shareholders, record all votes and the minutes of all
proceedings in books to be kept for such purposes and shall perform like duties
for the committees when required. The Secretary shall have the custody of the
seal. The Secretary shall have the custody of the stock books and shall perform
such other duties as may be prescribed by the Board of Directors or the Chairman
of the Board and Chief Executive Officer.
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Section 7. Duties of Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books of the Company and shall deposit all monies
and other valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Company as may be ordered by the Board, taking proper
vouchers for such disbursements and shall render to the Chairman of the Board
and Chief Executive Officer and to the Board of Directors at its regular
meetings or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Company.
Section 8. Duties of Other Officers. All other officers of the Company
shall have such duties as shall be prescribed by the Board of Directors or the
Chairman of the Board and Chief Executive Officer.
Section 9. Delegation of Duties of Officers. In the case of the absence
of any officer of the Company or for any other reason that the Board may deem
sufficient, the Board may delegate the powers or duties of any officer to any
other officer or to any director for such time as determined by the Board.
Section 10. Compensation of Officers. The compensation of the Chairman
of the Board and Chief Executive Officer shall be determined by the Board of
Directors. The compensation of each of the other officers shall be recommended
by the Chairman of the Board and Chief Executive Officer and approved by the
Board of Directors. No officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Company.
ARTICLE V
INDEMNIFICATION
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Section 1. Actions, Suits or Proceedings Other than by or in the Right
of the Company. The Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including all appeals, (other than an action by or in the right of the Company)
by reason of the fact that he is or was or has agreed to become a director or
officer of the Company, or is or was serving or had agreed to serve at the
request of the Company as a director or officer of another corporation
(including a subsidiary of the corporation, or subsidiaries of subsidiaries),
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges, expenses (including attorneys' fees), judgments, fines, penalties and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be within the scope of his authority and in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be within the scope of his authority and
in, or not opposed to, the best interests of the Company and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 2. Actions or Suits by or in the Right of the Company. The
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
including all appeals, by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was or has agreed to become a
director or officer of the Company or is or was serving or has agreed to serve
at the request of the Company as a director or officer of another corporation
(including a subsidiary of the corporation or subsidiaries of subsidiaries),
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement of
such action or suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be within the scope of his authority and in, or
not opposed to, the best interests of the Company, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Courts of South Dakota or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of such liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such costs,
charges and expenses which the Courts of South Dakota or such other court shall
deem proper.
Section 3. Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the other provisions of this Article V, to the
extent that a director or officer has been successful, on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in Sections
1 and 2 of this Article V, or in defense of any claim, issue or matter therein,
he shall be indemnified against all costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by him or on his behalf in
connection therewith.
Section 4. Determination of Right to Indemnification. Any
indemnification under Sections 1 and 2 of this Article V (unless ordered by a
court) shall be paid by the Company unless a determination is made (i) by the
board of directors by a majority vote of the directors who were not parties to
such action, suit or proceeding, or if such majority of disinterested directors
so directs, (ii) by independent legal counsel in a written opinion, or (iii) by
the shareholders, that indemnification of the director or officer is not proper
in the circumstances because he has not met the applicable standard of conduct
set forth in Sections 1 and 2 of this Article V.
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Section 5. Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees) incurred by a person referred to in
Sections 1 or 2 of this Article V in defending a civil or criminal action, suit
or proceeding shall be paid by the Company in advance of the final disposition
of such action, suit or proceeding; provided, however, that the payment of such
costs, charges and expenses incurred by a director or officer in his capacity as
a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Company as
authorized in this Article V. Such costs, charges and expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the majority of the directors deems appropriate. The majority of the directors
may, in the manner set forth above, and upon approval of such director or
officer of the Company, authorize the Company's counsel to represent such
person, in any action, suit or proceeding, whether or not the Company is a party
to such action, suit or proceeding.
Section 6. Procedure of Indemnification. Any indemnification under
Sections 1, 2 and 3, or advance of costs, charges and expenses under Section 5
of this Article V shall be made promptly, and in any event within 60 days, upon
the written request of the director or officer. The right to indemnification or
advances as granted by this Article V shall be enforceable by the director or
officer in any court of competent jurisdiction, if the Company denies such
request, in whole or in part, or if no disposition thereof is made within 60
days. Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Company. It shall be a defense to any
such action (other than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section 5 of this Article V where the required
undertaking, if any, has been received by the Company) that the claimant has not
met the standard of conduct set forth in Sections 1 or 2 of this Article V, but
the burden of proving such defense shall be on the Company. Neither the failure
of the Company (including its board of directors, its independent legal counsel
and 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 he has met the applicable standard of conduct set forth in Sections 1 or
2 of this Article V, nor the fact that there has been an actual determination by
the Company (including its board of directors, its independent legal counsel and
its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standards of conduct.
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Section 7. Settlement. The Company shall not be obligated to reimburse
the costs of any settlement to which it has not agreed. If in any action, suit
or proceeding, including any appeal, within the scope of Sections 1 or 2 of this
Article V, the person to be indemnified shall have unreasonably failed to enter
into a settlement thereof offered or assented to by the opposing party or
parties in such action, suit or proceeding, then, notwithstanding any other
provision hereof, the indemnification obligation of the Company to such person
in connection with such action, suit or proceeding shall not exceed the total of
the amount at which settlement could have been made and the expenses incurred by
such person prior to the time such settlement could reasonably have been
effected.
Section 8. Subsequent Amendment. No amendment, termination or repeal of
this Article V or of relevant provisions of the South Dakota corporation law or
any other applicable laws shall affect or diminish in any way the rights of any
director or officer of the Company to indemnification under the provisions
hereof with respect to any action, suit or proceeding arising out of, or
relating to, any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.
Section 9. Other Rights, Continuation of Right to Indemnification. The
indemnification provided by this Article V shall not be deemed exclusive of any
other rights to which a director, officer, employee or agent seeking
indemnification may be entitled under any law (common or statutory), agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in any other capacity while holding
office or while employed by or acting as agent for the Company, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. Nothing contained in this Article V shall be
deemed to prohibit, and the Company is specifically authorized to enter into,
agreements with officers and directors providing indemnification rights and
procedures different from those set forth herein. All rights to indemnification
under this Article V shall be deemed to be a contract between the Company and
each director or officer of the Company who serves or served in such capacity at
any time while this Article V is in effect. This Article V shall be binding upon
any successor corporation to this Company, whether by way of acquisition,
merger, consolidation or otherwise.
Section 10. Savings Clause. If this Article V or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Company shall nevertheless indemnify each director or officer of the Company
as to any costs, charges, expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Company, to the full extent permitted by any applicable
portion of this Article V that shall not have been invalidated and to the full
extent permitted by applicable law.
Section 11. Subsequent Legislation. If the South Dakota law is amended
after the adoption of this Article V to further expand the indemnification
permitted to directors and officers of the Company, then the Company shall
indemnify such persons to the fullest extent permitted by the South Dakota law,
as so amended.
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ARTICLE VI
CAPITAL STOCK
Section 1. Stock Certificates. Certificates for stock of the Company
shall be in such form as the Board of Directors may from time to time prescribe
and shall be signed by the President or a Vice President and by a Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary. If
certificates are signed by a transfer agent, acting in behalf of the Company, or
registered by a registrar, the signatures of the officers of the Company may be
facsimile. The Company, through its officers, may cause certificates to be
issued and delivered bearing facsimile signatures of persons even though at the
time of the issuance and delivery of such certificates, any of such persons may
no longer be an officer of the Company.
Section 2. Transfer Agent. The Board of Directors shall have power to
appoint one or more transfer agents and registrars for the transfer and
registration of certificates of stock of any class and may require that stock
certificates shall be countersigned and registered by one or more of such
transfer agents and registrars. The transfer agent and registrar may be the same
person.
Section 3. Transfer of Stock. Shares of the capital stock of the
Company shall be transferable on the books of the Company only by the holder of
record thereof in person or by a duly authorized attorney upon surrender and
cancellation of certificates for a like number of shares properly endorsed.
Section 4. Lost Certificate. In case any certificates of the capital
stock of the Company shall be lost, stolen or destroyed, the Company may cause
replacement certificates to be issued upon such proof of the fact and such
indemnity to be given to it and to its transfer agent and registrar, if any, as
shall be deemed necessary or advisable by it.
Section 5. Holder of Record. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the holder thereof in fact
and shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.
The expression "stockholder" or "shareholders" whenever used in these Bylaws
shall be deemed to mean only the holder or holders of record of stock.
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Section 6. Closing of Transfer Books. The Board of Directors shall have
power to close the stock transfer books of the Company for a stated period but
not to exceed, in any case, fifty days, and in case of a meeting of shareholders
not less than ten days, preceding the date of any meeting of shareholders, or
the date for payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or in order to make a determination of shareholders for any other
proper purpose; provided, however, that in lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, not less than ten days prior to the date
on which the particular action, requiring such determination of shareholders, is
to be taken; and in such case only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the Company after any
such record date fixed as aforesaid. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
Section 7. Closing of Transfer Books to Authorize Increase in
Indebtedness and Capital Stock. Notwithstanding Section 6 of this Article and in
order to comply with Section 8 of Article XVII of the South Dakota Constitution,
the notice to be given shareholders for a meeting at which a proposal to
increase the Company's authorized indebtedness or capital stock is to be
considered shall be given at least sixty days prior to the meeting and the
record date for the determination of shareholders eligible to vote at such
meeting may be set by the Board sixty or more days prior to the said meeting.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Company, and such authority
may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Company
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
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 Company shall be signed by such officer or officers, agent or agents
of the Company and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
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Section 4. Deposits and Investments. All funds of the Company not
otherwise employed shall be deposited from time to time to the credit of the
Company in such banks, trust companies or other depositories as the Board of
Directors or officers of the Company designated by the Board of Directors may
select; or be invested as authorized by the Board of Directors. Such authority
may be general or confined to specific instances.
ARTICLE VIII
MISCELLANEOUS
Section 1. Offices. The principal office of the Company shall be in the
City of Rapid City, County of Pennington, State of South Dakota. The Company may
also have offices at such other places within or without the State of South
Dakota as the Board of Directors may from time to time designate or as the
business of the Company may require.
Section 2. Seal. The corporate seal shall have inscribed thereon the
name of the Company and the words "Corporate Seal--2000--South Dakota."
Section 3. Audit. The books of account of the Company shall be audited
annually by an independent firm of public accountants who shall be appointed by
the Board of Directors and ratified by the shareholders at each annual meeting.
Such auditors shall submit to the Board of Directors each year certified
financial statements of the Company for the preceding fiscal year.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended or repealed at any meeting of the
Board of Directors by the affirmative vote of a majority of the whole Board;
provided, no alteration or amendment may be in conflict with any provision of
the Articles of Incorporation.
Dated this 28th day of April, 2000.
By__________________________________
Roxann R. Basham, Incorporator and
Initial Director
