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Exhibit No. 2
Western Media Group
Form 10-KSB
File No. 2-71164
BY-LAWS
OF
IONIC CONTROLS, INC.
ARTICLE I.
Shareholders
Section 1. Commencing in 1979, the annual meeting of the
shareholders shall be held on the second Monday in the fourth
month following the close of the last preceding fiscal year at
such place as may be designated therefor by the Board of
Directors. A notice setting out the time and place of the annual
meeting shall be mailed, postage prepaid, to each shareholder of
record at his address as it appears on the records of the
corporation, or if no such address appears, at his last known
address, at least ten days prior to the annual meeting, but any
shareholder may waive such notice either before, at, or after such
meeting by attending the meeting in person or by a signed waiver
in writing.
Section 2. At the annual meeting, the shareholders shall
elect directors of the corporation for the ensuing year and shall
transact such other business as may come before them.
Section 3. A special meeting of the shareholders may be
called at any time by the President of the corporation and shall
be called by the Secretary upon the request in writing by two or
more members of the Board of Directors, upon the vote of the
directors, or upon the request in Writing of shareholders holding
not less than one-tenth of the outstanding shares of voting stock.
Such meeting shall be called by mailing to each shareholder of
record a notice thereof stating the time, place and object of the
meeting, but any shareholder may waive such notice either before,
at, or after such meeting by a signed waiver in writing.
Section 4. At any shareholders meeting, each shareholder
shall be entitled to one vote for each share of stock standing in
his name on the books of the corporation as of the date of the
meeting. Any shareholder may vote either in person or by proxy.
The presence in person or by proxy of the holders of a majority of
the shares of stock entitled to vote at any shareholders meeting
shall constitute a quorum for the transaction of business. If no
quorum be present at any meeting, the shareholders present in
person or by proxy may adjourn the meeting to such future time as
they shall agree upon without further notice other than by
announcement at the meeting at which such adjournment is taken.
Section 5. Any action which might have been taken at a
meeting of the shareholders may be taken without a meeting if
authorized by a writing or writings signed by all of the holders
of shares who would be entitled to a notice of a meeting for such
purpose. Such action shall be effective on the date on which the
last signature is placed on such writings, or such earlier date as
is set forth therein.
ARTICLE II.
Directors
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Section 1. The Board of Directors shall have the general
management and control of all business and affairs of the
corporation and shall exercise all the powers that may be
exercised or performed by the corporation under the statutes, its
Articles of Incorporation, and its By-Laws.
Section 2. At the adoption of these By-Laws and until a
resolution is adopted by the shareholders otherwise providing, the
number of directors shall be six. A majority of the directors then
holding office shall constitute a quorum.
Section 3. Each director shall be elected for a term of one
year, and shall hold office for that term and until his successor
is elected and qualifies. If a vacancy in the Board occurs by
reason of death, resignation, or otherwise, the vacancy may be
filled for the unexpired portion of the term in which it occurs by
a majority vote of the remaining directors.
Section 4. The Board of Directors may meet regularly at such
time and place as it shall fix by resolution and no notice of
regular meetings shall be required. Special meetings of the Board
of Directors may be called by the President or any two directors
by giving at least three days' notice to each of the other
directors by mail, telephone, telegraph, or in person, provided
that such notice may be waived either before, at, or after a
meeting by any director by a signed waiver in writing.
Section 5. Any action which might have been taken at a
meeting of the Board of Directors may be taken without a meeting
if done in writing, signed by all of the directors, and any such
action shall be as valid and effective in all respects as if taken
by the Board at a regular meeting.
Section 6. The Board of Directors shall fix and change as it
may from time to time determine by a majority vote, the
compensation to be paid the officers of the corporation and, if
deemed appropriate, the members of the Board of Directors.
Section 7. Subject to the provisions of applicable laws and
the Articles of Incorporation, the Board of Directors shall have
full power to determine whether any, and if any, what part of any,
funds legally available for the payment of dividends shall be
declared in dividends and paid to the shareholders; the division
of the whole or any part of such funds of this corporation shall
rest wholly within the discretion of the Board of Directors, and
it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders
as dividends or otherwise.
Section 8. Except as otherwise provided in Article III of
these By-Laws, the Board of Directors may, in its discretion, by
the affirmative vote of a majority of the directors, appoint
committees which shall have and may exercise such powers as shall
be conferred or authorized by the resolutions appointing them. A
majority of any such committee, if the committee be composed of
more than two members, may determine its action and fix the time
and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power at any
time to fill vacancies In, to change the membership of, or to
discharge any such committee.
ARTICLE III.
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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 Board, shall have and
exercise the authority of the Board in the management of the
business of the corporation. 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.
ARTICLE IV.
Officers
Section 1. The officers of this corporation shall be a
President, one or more Vice Presidents (any one of which may be
designated as Executive Vice President in the discretion of the
directors), a Treasurer, a Secretary, and such other and further
officers, including any number of Assistant Secretaries and
Assistant Treasurers as may be deemed necessary from time to time
by the Board of Directors. One person may hold any two offices
other than those of President and Vice President. Not more than
two offices shall be held by any one person. Each officer shall
serve at the pleasure of the Board of Directors until the next
annual meeting of the directors and until his successor is elected
and qualifies. Notwithstanding, the foregoing, the Board of
Directors shall have the power and authority to cause the
corporation to enter into employment agreements or contracts with
any of the officers of the corporation for periods exceeding one
year.
Section 2. The President shall preside at all meetings of the
Board of Directors and of the shareholders, shall take such
reports to the Board of Directors and the shareholders as may from
time to time be required, and shall have such other powers and
shall perform such other duties incident to the office of
President or as may be from time to time assigned to him by the
Board of Directors.
Section 3. The Vice Presidents of the corporation shall each
have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as from time
to time may be conferred by the Board of Directors. In the case of
the death, resignation or disability of the President, the Vice
President designated as Executive Vice President, or if none, the
Vice President who has held that office for the longest continuous
period of time, shall assume that duties and responsibilities of
the President until further action by the Board of Directors.
Section 4. The Secretary shall keep a record of the meetings
and proceedings of the directors and shareholders, have custody of
the corporate seal and of other corporate records not specifically
entrusted to some other official by these By-Laws or by direction
of the Board of Directors, and shall give notice of meetings as
are required by these By-Laws or by the directors.
Section 5. The Treasurer shall keep accounts of all monies
and assets of the corporation received or disbursed, shall deposit
all funds in the name of and to the credit of the corporation in
such banks or depositories or with such custodians as may be
authorized to receive the same by
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these By-Laws or the Board of Directors, and shall render such
accounts thereof as may be required by the Board of Directors, the
President, or the shareholders.
ARTICLE V.
Office
The principal office of this corporation shall be at such
place as the Board of Directors shall fix from time to time. The
corporation may also have an office or offices at such other
places and in such other states or countries as the Board of
Directors may from time to time authorize and establish.
ARTICLE VI.
Seal
The corporation shall have a corporate seal which shall bear
the name of the corporation and the name of the state of
incorporation and the words "corporate seal." It shall be in such
form and bear such other inscription as the Board of Directors may
determine or approve.
ARTICLE VII.
General Provisions
Section 1. Shares of stock in this corporation not exceeding
the authorized number thereof as specified in the Articles of
Incorporation may be issued, and certificates therefor shall be
authenticated by the President or any Vice President and the
Secretary or Treasurer upon authorization by the Board of
Directors and receipt by the corporation of such consideration for
such shares as shall be specified by the Board of Directors. In
the event-that a bank, trust company or other similarly qualified
corporation is designated and agrees to act as the registrar
and/or transfer agent for the corporation, then the signatures of
the officers specified above and the seal of the corporation may
be imprinted upon the stock certificates by facsimile and said
certificates may be authenticated by signature of an authorized
agent of the said registrar and/or transfer agent. The officers of
the corporation may delegate to such transfer agent and/or
registrar such of the duties relating to the recording and
maintenance of records relating to shares of stock and
shareholders of the corporation as may be deemed expedient and
convenient and as are assumed by said registrar and/or transfer
agent.
Section 2. The Board of Directors may establish reasonable
regulations for recording of transfers of shares of stock in this
corporation, and may establish a date, not earlier than ten days
prior to any shareholders' meeting, as of which the shareholders
entitled to vote and participate in any shareholders' meeting
shall be determined.
Section 3. From time to time as it may deem appropriate and
advantageous to the best interests of this corporation, the Board
of Directors may establish such bonus, pension, profit
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sharing, stock bonus, stock purchase, stock option, or other
employee incentive plans, as and for the benefit of such of the
corporation's employees as it in its sole discretion shall
determine.
Section 4. No certificate for shares of stock in this
corporation, or any other security issued by this corporation,
shall be issued in place of any certificate alleged to have been
lost, destroyed or stolen, except on production of evidence of
such loss, destruction, or theft and on delivery to the
corporation, if the Board of Directors shall so require, of a bond
of indemnity in such amount (not exceeding twice the value of the
shares represented by such certificate), upon such terms and
secured by such surety as the Board of Directors may in its
discretion require.
Section 5. The directors in their discretion may submit any
contract or act for approval or ratification at any annual meeting
of the stockholders, or at any meeting of the stockholders called
for the purpose on considering any such act or contract, and any
contract or act that shall be approved or be ratified by the vote
of the holders of a majority of the capital stock of the company
which is represented in person or by proxy at such meeting
(provided that a lawful quorum of stockholders be there
represented in person or by proxy) shall be as valid and as
binding upon the corporation and upon all the stockholders, as
though it had been approved or ratified by every stockholder of
the corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors' interest,
or for any other reason.
ARTICLE VIII.
Indemnification
Section 1. This corporation may 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, proceeding,
whenever brought, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation, as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expense, including
attorneys' fees, judgments, fines, and amounts paid in settlement
actually and/or reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, 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 in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Section 2. This corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened pending, or completed action or suit, wherever brought,
by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the
request of the corporation, as a director, officer, employee, or
agent of another corporation,
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partnership, joint venture, trust, or other enterprise, against
expense, including attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest
of the corporation and 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 for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to
indemnify for such expenses which such court shall deem proper.
Section 3. To the extent that a director, officer, employee,
or agent of this corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in Sections 1 and 2 hereof, or in defense of any claim, issue,
or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection therewith.
Section 4. Any indemnification under Section 1, unless
ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 1. Such determination
shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or (2) if such a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders. Any
indemnification under Section 2 must be ordered by a court.
Section 5. Expenses incurred in defending a civil or criminal
action, suit, or proceeding, may be paid by this corporation in
advance of the final disposition of such action, suit, or
proceeding as authorized by the Board of Directors in the manner
provided in Section 4 upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to repay such
amount unless it shall untimately be determined that he is
entitled to be indemnified by the corporation as authorized in
this Article VIII.
Section 6. The indemnification provided by this Article VIII
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
heirs, executors, and administrators of such a person. No
provision made to indemnify directors or officers for the defense
of any civil or criminal action or proceeding, whether contained
in the Articles of Incorporation, these By-Laws, a resolution of
shareholders or directors, an agreement or other wise, nor any
award of indemnification by a court, shall be valid unless
consistent with this Article. Nothing contained in these By-Laws
shall affect any rights to indemnification to which corporate
personnel other than directors and officers may be entitled by
contract or otherwise under law.
Section 7. This corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted
against him and
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incurred by him in any such capacity, provided, that no
indemnification shall be made under any policy of insurance for
any act which could not be indemnified by the corporation under
this Article or these By-Laws.
Section 8.
(a) No indemnification, advancement or allowance shall be
made under this Article in any circumstances where it appears:
(1) That the indemnification would be inconsistent with
a provision of the Articles of Incorporation, any other
section of these By-Laws, a resolution of the Board of
Directors or of the accrual of the alleged cause of action
asserted in the threatened or pending action or proceeding in
which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or
(2) If there has been a settlement approved by the
court, that the indemnification would be inconsistent with
any condition with respect to indemnification expressly
imposed by the court in approving the settlement.
(b) If under the provision of this Article VIII, any expenses
or other amounts are paid by way of indemnification, otherwise
than by court order or action by the shareholders, the corporation
shall, not later than the next annual meeting of shareholders
unless such payment, and, in any event, within 15 months from the
date of such payment, mail to its shareholders of record at the
time entitled to vote for the election of directors, a statement
specifying the persons paid, the amounts paid, and the nature and
status of the litigation or threatened litigation at the time of
such payment.
ARTICLE IX.
Affirmative Action Program
Section 1. The employment policy and practice of the
corporation shall be to recruit and to hire employees without
discrimination because of race, religion, sex, age, or national
origin. This policy shall apply to all employees with respect to
compensation, recruitment, and opportunities for advancement.
Section 2. The corporation shall comply in all respects with
Executive Order #11246 and revised Order #4 pertaining to equal
opportunity and merit employment policies.
Section 3. The corporation shall assert leadership within the
community to foster and encourage full employment of the
capabilities and productivity of all citizens without regard to
race, religion, color, sex, age, or national origin.
Section 4. The corporation shall undertake a program of
affirmative action to make known that equal employment
opportunities are available on the basis of individual merit and
shall encourage all persons employed by it to strive for
advancement on this basis.
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ARTICLE X.
Adoption and Amendment
Section 1. These By-Laws shall become and remain effective
until amended or superseded as hereinafter provided when they
shall have been adopted by the Board of Directors named in the
Articles of Incorporation or in the absence of such adoption, by
the shareholders.
Section 2. The Board of Directors may alter or may amend
these By-Laws and may make or adopt additional By-Laws subject to
the power of the shareholders to change or repeal the By-Laws,
except that the Board of Directors shall not make or alter any By-
Laws reducing the number of directors, their qualifications or the
terms of office.
Section 3. The shareholders may alter or amend these By-Laws
and may make or adopt additional By-Laws by a majority vote at any
annual meeting of the shareholders or any special meeting called
for that purpose.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify:
1. That he is the duly elected and acting Secretary of Ionic
Controls, Inc, a Minnesota corporation; and
2. That the foregoing By-Laws comprising of Fifteen (15)
pages constitute the By-Laws of said corporation as duly adopted
at a meeting of the Board of Directors thereof duly held on this
5th day of August, 1977.
IN WITNESS WHEREOF, the undersigned has subscribed his name
and affixed the seal of said corporation this 5th day of August,
1977.
/s/ Secretary
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