SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HON INDUSTRIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Iowa 42-0617510
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
414 East Third Street
P. O. Box 1109
Muscatine, Iowa 52761-7109
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General
A.(c), please check the following Instruction A.(d), please
box. X check the following box.
Securities Act registration statement file number to which this
form relates: 333-36433
(If applicable)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock, $1.00 par value New York Stock Exchange
Preferred Share Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the
Act:
None.
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities To Be Registered
A. Common Stock
Except as modified by the information set forth in the
following paragraph, the information required by this item with
respect to the Company's Common Stock, par value $1.00 per share
("Common Stock"), is set forth under the caption "Description of
Capital Stock of the Company" in the form of prospectus filed with
the Securities and Exchange Commission (the "Commission") pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, on
October 23, 1997 in connection with the Registration Statement on
Form S-3 Registration No. 333-36433, of HON INDUSTRIES Inc., an
Iowa corporation (the "Company"), as filed with the Commission on
September 26, 1997 (as supplemented and amended through the date
hereof).
The authorized capital stock of the Company consists of
200 million shares of Common Stock, par value $1.00 per share, and
one million shares of preferred stock, par value $1.00 per share
(the "Preferred Stock"). At June 9, 1998, the Company had
61,660,317 shares of Common Stock issued and outstanding, held of
record by approximately 5,649 shareholders, and no shares of
Preferred Stock issued and outstanding.
B. Preferred Share Purchase Rights
The information required by this item with respect to
the Company's Preferred Share Purchase Rights to purchase shares
of Series A Junior Participating Preferred Stock, $1.00 par value
per share, is set forth in Item 1 of the Company's Registration
Statement on Form 8-A filed with the Commission on July 12, 1988,
as amended by the information set forth in Item 1 of the Company's
Registration Statement on Form 8-A/A filed with the Commission on
May 30, 1990.
Item 2. Exhibits
(3)(i)(a) Articles of Incorporation, as amended, incorporated
by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1988.
(3)(i)(b) Certificate of Amendment to Articles of
Incorporation.
(3)(ii) By-Laws, as amended.
(4)(i) Rights Agreement, dated as of July 7, 1988 between
the Company and Morgan Shareholder Services Trust
Company, incorporated by reference to Exhibit 1 to
Registration Statement on Form 8-A filed July 12,
1988, as amended by amendment dated as of May 1,
1990, incorporated by reference to Exhibit 1 to
Amendment No. 1 to Registration Statement on Form
8-A/A filed May 30, 1990.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, on June 12, 1998.
HON INDUSTRIES INC.
By: /s/ James I. Johnson
________________________
James I. Johnson
Vice President,
General Counsel and
Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
________
(3)(i)(a) Articles of Incorporation, as amended, incorporated by
reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1988.
(3)(i)(b) Certificate of Amendment to Articles of Incorporation.
(3)(ii) By-Laws, as amended.
(4)(i) Rights Agreement, dated as of July 7, 1988 between the
Company and Morgan Shareholder Services Trust Company,
incorporated by reference to Exhibit 1 to Registration
Statement on Form 8-A filed July 12, 1988, as amended
by amendment dated as of May 1, 1990, incorporated by
reference to Exhibit 1 to Amendment No. 1 to
Registration Statement on Form 8-A/A filed May 30,
1990.
EXHIBIT (3)(i)(b)
ARTICLES OF AMENDMENT
OF
HON INDUSTRIES INC.
The undersigned, an authorized natural person, for the purpose of
amending the Articles of Incorporation of HON INDUSTRIES Inc. under
the provisions and subject to the requirements of the State of Iowa
(particularly Section 490.1006 of the Iowa Code and the acts amendatory
thereof and supplemental thereto, and known, identified, and referred to
as the "Iowa Business Corporation Act"), hereby certifies that:
FIRST: The name of the corporation is HON INDUSTRIES Inc.
SECOND: Article Fourth, Section 4.01 of the Articles of Incorporation
of HON INDUSTRIES Inc. is hereby amended in its entirety to
read as follows:
"The aggregate number of shares which the Corporation shall
have the authority to issue is 201,000,000 shares, consisting
of 1,000,000 shares designated as "preferred shares" or
"preferred stock," with a par value of $1.00 per share, and
200,000,000 shares designated as "common shares" or "common
stock," with a par value of $1.00 per share."
THIRD: The Amendment to Articles of Incorporation was adopted
by the shareholders of HON INDUSTRIES Inc. at its annual meeting
of shareholders held on May 12, 1998.
FOURTH: 30,826,307 shares of common stock, par value $1.00 per
share, of HON INDUSTRIES Inc., each with one vote, were entitled
to be cast on the Amendment to the Articles of Incorporation. No
other shares of stock of HON INDUSTRIES Inc. were entitled to
vote on the Amendment to the Articles of Incorporation.
27,083,573 votes were indisputably represented at the annual
meeting of shareholders of HON INDUSTRIES Inc. held on May 12,
1998. 26,645,291 votes were cast in favor of the Amendment to
the Articles of Incorporation and 418,512 votes were cast
against the Amendment to the Articles of Incorporation. The
number of votes cast for said amendment was sufficient for
approval of the Amendment to the Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment
as of May 12, 1998.
HON INDUSTRIES Inc.
By /s/ James I. Johnson
_________________________
James I. Johnson
Vice President, General
Counsel and Secretary
EXHIBIT (3)(ii)
BY-LAWS
OF
HON INDUSTRIES Inc.
Adopted on September 7, 1960. Amended on
April 23, 1964, April 28, 1966, August 13, 1969,
April 15, 1970, February 12, 1976, July 23, 1976,
January 11, 1977, February 13, 1977, April 18, 1977,
July 28, 1977, July 29, 1977, October 27, 1977,
February 27, 1978, February 19, 1979, August 1, 1979,
March 3, 1980, April 30, 1980, October 29, 1980,
August 3, 1982, January 31, 1983, October 31, 1983,
October 30, 1984, February 5, 1985, May 6, 1985,
February 4, 1986, August 5, 1986, February 15, 1988,
July 7, 1988, March 13, 1990, February 11, 1991,
April 29, 1991, July 29, 1991, May 5, 1992, November 2,
1992, May 11, 1993, February 14, 1994, May 10, 1994,
November 13, 1995, May 14, 1996, May 12, 1997, and
March 4, 1998.
ARTICLE 1. OFFICES AND PLACES OF BUSINESS
Section 1.01. Principal Place of Business. The principal place
of business of the Corporation shall be located in such place, within
or without the State of Iowa, as shall be fixed by or pursuant to
authority granted by the Board of Directors from time to time.
Section 1.02. Registered Office. The registered office of the
Corporation required by the Iowa Business Corporation Act to be
maintained in the State of Iowa may be, but need not be, the same as
its principal place of business. The registered office may be changed
from time to time by the Board of Directors as provided by law.
Section 1.03. Other Places. The Corporation may conduct its
business, carry on its operations, have offices, carry out any or all
of its purposes, and exercise any or all of its powers anywhere in the
world, within or without the State of Iowa
<PAGE>
ARTICLE 2. SHAREHOLDERS
Section 2.01. Annual Meeting. The annual meeting of the
shareholders shall be held in each year at such time and place as
shall be fixed by the Board of Directors or by the Chairman of the
Board of Directors; provided, however, that the annual meeting shall
not be scheduled on a legal holiday in the state where held. Any
previously scheduled annual meeting may be postponed by resolution of
the Board of Directors and on public notice given prior to the date
previously scheduled for such annual meeting. At the annual meeting,
the shareholders shall elect Directors as provided in Section 3.02 and
may conduct any other business properly brought before the meeting.
(As amended 4/23/64, 8/1/79, 10/31/83, and 4/29/91.)
Section 2.02. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, may be called, and the time
and place thereof fixed by the Board of Directors or by the holders of
not less than one-tenth of the outstanding shares entitled to vote at
the meeting. Business conducted at any special meeting of
shareholders shall be limited to the purposes stated in the notice of
the meeting. Any previously scheduled special meeting of shareholders
may be postponed by resolution of the Board of Directors and public
notice given prior to the date previously scheduled for such special
meeting of shareholders. (As amended 4/23/64, 8/1/79, and 4/29/91.)
Section 2.03. Place of Shareholders' Meetings. Any annual
meeting or special meeting of shareholders may be held at any place,
either within or without the State of Iowa. The place of each meeting
of shareholders shall be fixed as provided in these By-laws, or by a
waiver or waivers of notice fixing the place of such meeting and
signed by all shareholders entitled to vote at such meeting. If no
designation is made of the place of a meeting of shareholders, the
place of meeting shall be the registered office of the Corporation in
the State of Iowa.
<PAGE>
Section 2.04. Notice of Shareholders' Meetings. Written or
printed notice stating the place, day, and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten days (unless a
longer period shall be required by law) nor more than sixty days
before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer books
of the Corporation, with postage thereon prepaid. (As amended
4/29/91.)
Section 2.05. Closing of Transfer Books; Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board
of Directors of the Corporation may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any
case, seventy days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at
least fifteen days immediately preceding such meeting. 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, such date in any case to be not more than seventy days
and, in case of a meeting of shareholders, not less than fifteen days
prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the Board of
Directors does not provide that the stock transfer books shall be
closed and does not fix a record date for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the record date for such determination of shareholders shall
be seventy days prior to the date fixed for such meeting or seventy
days prior to the date of payment of such dividend, as the case may
be. When any record date is fixed for any determination of
shareholders such determination of shareholders shall be made as of
the close of business on the record date. 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. (As amended 4/30/80, 8/3/82 and 4/29/91.)
<PAGE>
Section 2.06. Voting List. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall make,
at least ten days before each meeting of shareholders, a complete list
of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address
of and the number of shares held by each, which list, for a period of
ten days prior to such meeting shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of
shareholders. Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at such meeting.
(As amended 4/29/91.)
Section 2.07. Quorum of Shareholders. Except as otherwise
expressly provided by the Articles of Incorporation or these By-laws,
a majority of the outstanding common shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders.
<PAGE>
Section 2.08. Adjourned Meetings. Any meeting of shareholders
may be adjourned from time to time and to any place, without further
notice, by the chairman of the meeting or by the affirmative vote of
the holders of a majority of the outstanding common shares entitled to
vote and represented at the meeting, even if less than a quorum. At
any adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as
originally notified. (As amended 4/29/91.)
Section 2.09. Vote Required for Action. The vote required for
the adoption of any motion or resolution or the taking of any action
at any meeting of shareholders shall be as provided in the Articles of
Incorporation. However, action may be taken on the following
procedural matters by the affirmative vote of the holders of a
majority of the outstanding common shares entitled to vote and
represented at the meeting, even if less than a quorum: election or
appointment of a Chairman or temporary Secretary of the meeting (if
necessary), or adoption of any motion to adjourn or recess the meeting
or any proper amendment of any such motion. Whenever the minutes of
any meeting of shareholders shall state that any motion or resolution
was adopted or that any action was taken at such meeting of
shareholders, such minutes shall be prima facie evidence that such
motion or resolution was duly adopted or that such action was duly
taken by the required vote, and such minutes need not state the number
of shares voted for and against such motion, resolution, or action.
Section 2.10. Proxies. At all meetings of shareholders, a
shareholder entitled to vote may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney in fact. Each such proxy shall be filed with the Secretary
of the Corporation or the person acting as Secretary of the meeting,
before or during the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in
the proxy.
<PAGE>
Section 2.11. Shareholders' Voting Rights. Each outstanding
share entitled to vote shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, except as otherwise
provided in the Articles of Incorporation. Voting rights for the
election of Directors shall be as provided in Section 3.02 and in the
Articles of Incorporation. (As amended 2/12/76.)
Section 2.12. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation, domestic or foreign, may
be voted by such officer, agent, or proxy as the By-laws of such
corporation may prescribe, or, in the absence of such provision, as
the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian, or conservator
may be voted by him, either in person or by proxy, without a transfer
of such shares into his name. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if
authority to do so be contained in an appropriate order of the court
by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Treasury shares shall not be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.
<PAGE>
Section 2.13. Organization. The Chairman of the Board of
Directors or the Vice-Chairman or the President or a Vice-President,
as provided in these By-laws, shall preside at each meeting of
shareholders; but if the Chairman of the Board of Directors, the
Vice-Chairman, the President, and each Vice-President shall be absent
or refuse to act, the shareholders may elect or appoint a Chairman to
preside at the meeting. The Secretary or an Assistant Secretary, as
provided in these By-laws, shall act as Secretary of each meeting of
shareholders; but if the Secretary and each Assistant Secretary shall
be absent or refuse to act, the shareholders may elect or appoint a
temporary Secretary to act as Secretary of the meeting. (As amended
4/23/64 and 8/1/79.)
Section 2.14. Waiver of Notice by Shareholders. Whenever any
notice whatsoever is required to be given to any shareholder of the
Corporation under any provision of law or the Articles of
Incorporation or these By-laws, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether signed before
or after the time of the meeting or event of which notice is required,
shall be deemed equivalent to the giving of such notice. Neither the
business to be conducted at, nor the purpose of, any annual or special
meeting of shareholders need be specified in any waiver of notice of
such meeting. The attendance of any shareholder, in person or by
proxy, at any meeting of shareholders shall constitute a waiver by
such shareholder of any notice of such meeting to which such
shareholder would otherwise be entitled, and shall constitute consent
by such shareholder to the place, day, and hour of such meeting and
all business which may be conducted at such meeting, unless such
shareholder attends such meeting and objects at such meeting to any
business conducted because the meeting is not lawfully called or
convened. (As amended 4/29/91.)
<PAGE>
Section 2.15. Postponement of Shareholders' Meetings. Any
meeting of the shareholders may be postponed prior to the record date
by the Board of Directors or by the Chairman. Written or printed
notice of the postponement shall be delivered not less than 10 days
nor more than 60 days before the date set for the meeting, either
personally or by mail to each shareholder of record entitled to vote.
If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his or her
address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid. (As adopted 2/11/91.)
Section 2.16. Notice of Shareholder Business and Nominations.
(a) Annual Meeting of Shareholders.
(1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors, or (iii) by any
shareholder of the Corporation who was a shareholder of record at the
time of giving of notice provided for in this By-law, who is entitled
to vote at the meeting and who complies with the notice procedures set
forth in this By-law.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to
Subsection 2.15(a)(1)(iii), the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less than sixty
days nor more than ninety days prior to the first anniversary of the
preceding year's annual meeting of shareholders; provided, however,
that, if the date of the annual meeting is advanced by more than
thirty days or delayed by more than sixty days from such anniversary
date, notice by the shareholder, to be timely, must be so delivered
not earlier than ninety days prior to such annual meeting and not
later than the close of business on the later of the sixtieth day
prior to such annual meeting or the tenth day following the date on
which public announcement of the date of such meeting is first made.
Such shareholder's notice shall set forth:
<PAGE>
(i) as to each person whom the shareholder proposes to
nominate for election or reelection as a Director, all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected;
(ii) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for
conducting such business at the meeting, and any material interest of
such shareholder in such business and the beneficial owner, if any, on
whose behalf the proposal is made; and (iii) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, the name and address of such
shareholder and of such beneficial owner as they appear on the
Corporation's books, and the class and number of shares of the
Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
Subsection 2.15(a)(2) to the contrary, if the number of Directors to
be elected to the Board of Directors of the Corporation is increased
and there is no public announcement by the Corporation naming all the
nominees for Director or specifying the size of the increased Board of
Directors at least seventy days prior to the first anniversary of the
preceding year's annual meeting of shareholders, a shareholder's
notice required by this By-law shall also be considered timely, but
only with respect to nominees for any new positions created by such
increase, if it is delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of
business on the tenth day following the date on which such public
announcement is first made by the Corporation.
<PAGE>
(b) Special Meetings of Shareholders. Nominations of persons
for election to the Board of Directors may be made at a special
meeting of shareholders at which Directors are to be elected pursuant
to the Corporation's notice of meeting (1) by or at the direction of
the Board of Directors or (2) by any shareholder of the Corporation
who was a shareholder of record at the time of giving of notice
provided for in this By-law, who is entitled to vote at the meeting,
and who complies with the notice procedures set forth in this By-law.
Nominations by shareholders of persons for election to the Board of
Directors may be made at such a special meeting of shareholders if the
shareholder's notice required by Subsection 2.15(a)(2) is delivered to
the Secretary at the principal executive offices of the Corporation no
earlier than ninety days prior to such special meeting and not later
than the close of business on the later of the sixtieth day prior to
such special meeting or the tenth day following the date on which
public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected
at such meeting.
(c) General.
(1) Only persons who are nominated in accordance with the
procedures set forth in this By-law shall be eligible to serve as
Directors, and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in these By-laws. Except as
otherwise provided by law, the Articles of Incorporation, or the By-
laws of the Corporation, the Chairman of the meeting shall have the
power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with
the procedures set forth in these By-laws and, if any proposed
nomination or business is not in compliance with these By-laws, to
declare that such defective proposal or nomination shall be
disregarded.
<PAGE>
(2) For purposes of this By-law, "public announcement"
means disclosure in a press release reported by the Dow Jones News
Service, Associated Press, or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14, or 15(d) of the
Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-law, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this By-law. Nothing in this By-law shall be
deemed to affect any rights of shareholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act. (As adopted 4/19/91.
<PAGE>
ARTICLE 3. BOARD OF DIRECTORS
Section 3.01. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and may do
all such lawful acts and things as are not by law or the Articles of
Incorporation or these By-laws expressly required to be exercised or
done by the shareholders.
Section 3.02. Election of Directors. Subject to the Articles of
Incorporation, the common shareholders shall elect one class of
Directors at each annual meeting of shareholders. At each election of
Directors, each common shareholder entitled to vote shall have the
right to vote, in person or by proxy, the number of common shares
owned by him and entitled to vote, for as many persons as the number
of the class to be elected. Cumulative voting shall not be permitted.
The election of Directors may be conducted by written ballot, but need
not be conducted by written ballot unless required by a rule or motion
adopted by the shareholders. (As amended 2/12/76.)
Section 3.03. Number, Terms, Classification, and Qualifications.
Subject to the Articles of Incorporation:
(a) The number of Directors shall be ten. (As amended
10/29/80, 1/31/83, 2/5/85, 8/5/86, 3/13/90, 5/5/92, 11/2/92, 5/11/93,
2/14/94, 5/10/94, 11/13/95, 5/14/96 and 3/4/98.)
(b) The Directors shall be divided into three classes, each
of which shall be as nearly equal in number as possible. The term of
office of one class shall expire in each year. At each annual meeting
of the shareholders a number of Directors equal to the number of the
class whose term expires at the annual meeting shall be elected for a
term ending when Directors are elected at the third succeeding annual
meeting. Section 6.03 of the Articles of Incorporation shall apply if
there is a failure in any one or more years to elect one or more
Directors or to elect any class of Directors. (As Amended 2/4/86.)
<PAGE>
(c) The number of Directors may be increased or decreased
from time to time by amendment of this Section, but no decrease shall
have the effect of shortening the term of any incumbent Director. Any
new Directorships shall be assigned to classes, and any decrease in
the number of Directors shall be scheduled, in such a manner that the
three classes of Directors shall be as nearly equal in number as
possible.
(d) The term of each Director shall begin at the time of
his election. Unless sooner removed as provided in the Articles of
Incorporation or elected to fill a vacancy with a shorter unexpired
term pursuant to Section 3.04, each Director shall serve for a term
ending when Directors are elected at the third succeeding annual
meeting of shareholders.
However, any Director may resign at any time by delivering his written
resignation to the Chairman, Vice-Chairman, President, or Secretary of
the Corporation. The resignation shall take effect immediately upon
delivery, unless it states a later effective date. (As amended
8/1/79.)
(e) Directors need not be residents of the State of Iowa or
shareholders of the Corporation.
(As amended 4/23/64, 4/15/70, 2/12/76, 7/23/76, 1/11/77, 4/18/77,
7/28/77, 7/29/77, 2/27/78, and 2/4/86.)
Section 3.04. Vacancies in Board. Any vacancy occurring in the
Board of Directors for any reason, and any Directorship to be filled
by reason of an increase in the number of Directors, may be filled by
the affirmative vote of a majority of the Directors then in office
even if less than a quorum (notwithstanding Sections 3.09 and 3.11).
Except as otherwise provided in Section 6.03 of the Articles of
Incorporation, a Director elected as provided in this Section shall be
elected for the unexpired term of his predecessor in office or the
unexpired term of the class of Directors to which his new Directorship
is assigned. However, if a Director is elected to fill a vacancy
caused by the resignation of a predecessor whose resignation has not
yet become effective, the new Director's term shall begin when his
predecessor's resignation becomes effective. (As amended 4/23/64 and
2/12/76.)
<PAGE>
Section 3.05. Regular Meetings. A regular meeting of the Board
of Directors may be held without notice other than this Section,
promptly after and at the same place as each annual meeting of
shareholders. Other regular meetings of the Board of Directors may be
held at such time and at such places as shall be fixed by (or pursuant
to authority granted by) resolution or motion adopted by the Board of
Directors from time to time, without notice other than such resolution
or motion. However, unless both the time and place of a regular
meeting shall be fixed by the Board of Directors, notice of such
meeting shall be given as provided in Section 3.08.
Section 3.06. Special Meetings. Special meetings of the Board
of Directors may be called, and the time and place thereof fixed, by
the Chairman of the Board of Directors or the Vice-Chairman or the
President or the Secretary or by a majority of the Directors then in
office. (As amended 4/23/64 and 8/1/79.)
Section 3.07. Place of Meetings. Any regular meeting or special
meeting of the Board of Directors may be held at any place, either
within or without the State of Iowa. The place of each meeting of the
Board of Directors shall be fixed as provided in these By-laws, or by
waiver or waivers of notice fixing the place of such meeting and
signed by all Directors then in office. If no designation is made of
the place of a meeting of the Board of Directors, the place of meeting
shall be the registered office of the Corporation in the State of
Iowa.
<PAGE>
Section 3.08. Notice of Special Meetings. Written or printed
notice stating the place, day, and hour of a special meeting of the
Board of Directors shall be delivered before the time of the meeting,
either personally or by mail or by telegram, by or at the direction of
the President, the Secretary, or the officer or persons calling the
meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the Director at his
address as it appears on the records of the Corporation, with postage
thereon prepaid. If given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company,
addressed to the Director at his address as it appears on the records
of the Corporation. Neither the business to be transacted at, nor the
purpose of, any meeting of the Board of Directors need be specified in
the notice of such meeting. (As amended 7/7/88.)
Section 3.09. Quorum. Except as otherwise expressly provided by
the Articles of Incorporation or these By-laws, a majority of the
number of Directors fixed by these By-laws shall constitute a quorum
at any meeting of the Board of Directors.
Section 3.10. Adjourned Meetings. Any meeting of the Board of
Directors may be adjourned from time to time and to any place, without
further notice, by the affirmative vote of a majority of the Directors
present at the meeting, even if less than a quorum. At any adjourned
meeting at which a quorum shall be present, any business may be
conducted which might have been transacted at the meeting as
originally notified. (As amended 4/29/91.)
<PAGE>
Section 3.11. Vote Required for Action. Except as otherwise
provided in these By-laws, the affirmative vote of a majority of the
number of Directors fixed by these By-laws shall be required for and
shall be sufficient for the adoption of any motion or resolution or
the taking of any action at any meeting of the Board of Directors.
However, the following actions may be taken by the affirmative vote of
a majority of the Directors present at the meeting, even if less than
a quorum: election or appointment of a Chairman or temporary
Secretary of the meeting (if necessary), or adoption of any motion to
adjourn or recess the meeting or any proper amendment of any such
motion. Whenever the minutes of any meeting of the Board of Directors
shall state that any motion or resolution was adopted or that any
action was taken at such meeting of the Board of Directors, such
minutes shall be prima facie evidence that such motion or resolution
was duly adopted or that such action was duly taken by the required
vote, and such minutes need not state the number of Directors voting
for and against such motion, resolution, or action.
Section 3.12. Voting. Each Director (including, without
limiting the generality of the foregoing, any Director who is also an
officer of the Corporation and any Director presiding at a meeting)
may vote on any question at any meeting of the Board of Directors,
except as otherwise expressly provided in these By-laws. (As amended
4/23/64.)
Section 3.13. Organization. The Chairman of the Board of
Directors or the Vice-Chairman or the President or a Vice-President,
as provided in these By-laws, shall preside at each meeting of the
Board of Directors; but if the Chairman of the Board of Directors, the
Vice-Chairman, the President, and each Vice-President shall be absent
or refuse to act, the Board of Directors may elect or appoint a
Chairman to preside at the meeting. The Secretary or an Assistant
Secretary, as provided in these By-laws, shall act as Secretary of
each meeting of the Board of Directors; but if the Secretary and each
Assistant Secretary shall be absent or refuse to act, the Board of
Directors may elect or appoint a temporary Secretary to act as
Secretary of the meeting. (As amended 4/23/64 and 8/1/79.)
<PAGE>
Section 3.14. Rules and Order of Business. The Board of
Directors may adopt such rules and regulations, not inconsistent with
applicable law or the Articles of Incorporation or these By-laws, as
the Board of Directors deems advisable for the conduct of its
meetings. Except as otherwise expressly required by law or the
Articles of Incorporation or these By-laws or such rules or
regulations, meetings of the Board of Directors shall be conducted in
accordance with Robert's Rules of Order, Revised (as further revised
from time to time). Unless otherwise determined by the Board of
Directors, the order of business at the first meeting of the Board of
Directors held after each annual meeting of shareholders, and at other
meetings of the Board of Directors to the extent applicable, shall be
as follows:
(1) Roll call or other determination of attendance and
quorum.
(2) Proof of notice of meeting.
(3) Reading and action upon minutes of preceding meeting
and any other unapproved minutes.
(4) Report of President.
(5) Reports of other officers and committees.
(6) Election of officers.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Failure to comply with the requirements of this Section shall not
affect the validity of any action taken at any meeting unless (a)
specific and timely objection is made at the meeting and (b) the
person complaining thereto sustains direct and material damage by
reason of such failure.
<PAGE>
Section 3.15. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors or a
committee thereof 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 or certified mail to the
Secretary of the Corporation 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 3.16. Waiver of Notice by Directors. Whenever any
notice whatsoever is required to be given to any Director of the
Corporation under any provision of law or the Articles of
Incorporation or these By-laws, a waiver thereof in writing signed by
the Director or Directors entitled to such notice, whether signed
before or after the time of the meeting or event of which notice is
required, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in any waiver of
notice of such meeting. The attendance of any Director at any meeting
of the Board of Directors shall constitute a waiver by such Director
of any notice of such meeting to which such Director would otherwise
be entitled, and shall constitute consent by such Director to the
place, day, and hour of such meeting and all business which may be
conducted at such meeting, unless such Director attends such meeting
and objects at such meeting to any business conducted because the
meeting is not lawfully called or convened. (As amended 4/29/91.)
<PAGE>
Section 3.17. Informal Action by Directors. Any action required
by law or the Articles of Incorporation or these By-laws to be taken
by vote of or at a meeting of the Board of Directors, or any action
which may or could be taken at a meeting of the Board of Directors (or
of a committee of Directors), may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed
by all of the Directors then in office (or all of the members of such
committee, as the case may be). Such consent shall have the same
force and effect as unanimous vote. The signing by each such Director
(or by each member of such committee) of any one of several duplicate
originals or copies of the instrument evidencing such consent shall be
sufficient. The written instrument or instruments evidencing such
consent shall be filed with the Secretary, and shall be kept by the
Secretary as part of the minutes of the Corporation. Such action
shall be deemed taken on the date of such written instrument or
instruments as stated therein, or on the date of such filing with the
Secretary, whichever of such two dates occurs first. (As amended
4/23/64.)
Section 3.18. Committees. The Board of Directors, by resolution
adopted by the affirmative vote of a majority of the number of
Directors fixed by Section 3.03, may designate one or more committees
(including, without limiting the generality of the foregoing, an
Executive Committee). Each committee shall consist of two or more
Directors elected or appointed by the Board of Directors. To the
extent provided in such resolution as initially adopted and as
thereafter supplemented or amended by further resolution adopted by a
like vote, any such committee shall have and may exercise, when the
Board of Directors is not in session, all the authority and powers of
the Board of Directors. However, no committee shall have or exercise
any authority prohibited by law.
No member of any committee shall continue to be a member thereof after
he ceases to be a Director of the Corporation.
Unless otherwise ordered by the Board of Directors, the affirmative
vote or consent in writing of all members of a committee shall be
required for the adoption of any motion or resolution or the taking of
any action by any such committee, except that an alternate member may
take the place of any absent member to the extent hereinafter
provided.
<PAGE>
The Board of Directors may elect or appoint one or more Directors as
alternate members of any such committee. Any such alternate member
may take the place of any absent member, upon request by the Chairman
of the Board of Directors or the Vice-Chairman or the President or the
Chairman of such committee. The vote or consent in writing of such
alternate member in the absence of such member shall have the same
effect as the vote or consent in writing of such member. (As amended
8/1/79.)
The Board of Directors may at any time increase or decrease the number
of members of any committee, fill vacancies therein, remove any member
thereof, adopt rules and regulations therefor, or change the functions
or terminate the existence thereof. The designation of any committee
and the delegation thereto of authority shall not operate to relieve
the Board of Directors or any Director of any responsibility imposed
by law. (As amended 4/23/64.)
Section 3.19. Compensation. The Board of Directors may fix or
provide for reasonable compensation of any or all Directors for
services rendered to the Corporation as Directors, officers, or
otherwise, including, without limiting the generality of the
foregoing, payment of expenses of attendance at meetings of the Board
of Directors or committees, payment of a fixed sum for attendance at
each meeting of the Board of Directors or a committee, salaries,
bonuses, pensions, pension plans, pension trusts, profit-sharing
plans, stock bonus plans, stock option plans (subject to approval of
the shareholders if required by law), and other incentive, insurance,
and welfare plans, whether or not on account of prior services
rendered to the Corporation. No such compensation shall preclude any
Director from serving the Corporation in any other capacity and
receiving compensation therefor.
<PAGE>
ARTICLE 4. OFFICERS
Section 4.01. Number and Designation. The officers of the
Corporation shall be a Chairman of the Board of Directors, a
Vice-Chairman, a President, one or more Vice-Presidents, a Secretary,
a Treasurer, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as the Board of Directors deems
advisable. (As amended 4/23/64 and 8/1/79.)
Section 4.02. Election or Appointment of Officers. At the first
meeting of the Board of Directors held after each annual meeting of
shareholders, the Board of Directors shall elect the officers
specifically referred to in Section 4.01, shall appoint certified
public accountants to perform the annual audit, and shall elect or
appoint such other officers and agents as the Board deems advisable.
If in any year the election of officers does not take place at such
meeting, such election shall be held as soon thereafter as may be
convenient. In addition, the Board of Directors may from time to time
elect, appoint, or authorize any officer to appoint such other
officers and agents as the Board deems advisable. Any election may be
conducted by ballot, but need not be conducted by ballot unless
required by a rule, regulation, or motion adopted by the Board of
Directors. (As amended 3/3/80.)
Section 4.03. Tenure and Qualifications. Each officer, unless
sooner removed as provided in Section 4.04, shall hold office until
his successor shall be elected or appointed and shall qualify.
However, any officer may resign at any time by filing his written
resignation with the President or Secretary of the Corporation; and
such resignation shall take effect immediately upon such filing,
unless a later effective date is stated therein. Officers need not be
residents of the State of Iowa or Directors or shareholders of the
Corporation. Any two or more offices may be held by the same person.
<PAGE>
Section 4.04. Removal. Any officer or agent of the Corporation
may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
Section 4.05. Vacancies. Any vacancy occurring in any office
for any reason may be filled by the Board of Directors.
Section 4.06. Duties and Powers of Officers. Except as
otherwise expressly provided by law or the Articles of Incorporation
or these By-laws, the duties and powers of all officers and agents of
the Corporation shall be determined and defined from time to time by
the Board of Directors. Unless otherwise determined by the Board of
Directors, the officers referred to in the following Sections shall
have the duties and powers set forth in the following Sections, in
addition to all duties and powers of such officers prescribed by law
or by the Articles of Incorporation or other provisions of these
By-laws. However, the Board of Directors may from time to time alter,
add to, limit, transfer to another officer or agent, or abolish any or
all of the duties and powers of any officer or agent of the
Corporation (including, without limiting the generality of the
foregoing, the duties and powers set forth in the following Sections
and in other provisions of these By-laws). Any person who holds two
or more offices at the same time may perform or exercise any or all of
the duties and powers of either or both of such offices in either or
both of such capacities.
<PAGE>
Section 4.07. Chairman of the Board of Directors; Vice-Chairman;
President.
(a) The Chairman of the Board of Directors shall preside at
all meetings of shareholders and of the Board of Directors. He shall
be responsible for making recommendations concerning Board policies
and committees, shall maintain Board liaison with the President, and,
when required, because of the inability of the President to act or
otherwise, shall have the same powers as the President on behalf of
the Corporation. He may from time to time, unless otherwise ordered
by the Board, authorize or direct the Vice-Chairman or President to
perform any of the duties or exercise any of the powers of the
Chairman. (As amended 10/27/77, 10/30/84, 2/15/88, and 7/29/91.)
(b) The Vice-Chairman shall preside at meetings of the
shareholders or of the Board in the absence of the Chairman. He shall
also perform such other duties as the Chairman may authorize or
direct. (As amended 7/29/91.)
(c) The President shall be the chief executive officer of
the Corporation and, subject to the control of the Board, shall
supervise, control, and manage all of the business affairs of the
Corporation. He shall report to the Chairman when the Board is not in
session. In the absence of the Chairman and Vice-Chairman, the
President shall preside at meetings of shareholders and of the Board.
Unless otherwise ordered by the Board, the President (1) may employ,
appoint and discharge such employees, agents, attorneys and
accountants (except the certified public accountants appointed by the
Board pursuant to Section 4.02) for the Corporation as he deems
necessary or advisable, and shall prescribe their authority, duties,
powers, and compensation, including, if appropriate, the authority to
perform some or all of the duties or exercise some or all of the
powers of the President; (2) may make and enter into on behalf of the
Corporation all deeds, conveyances, mortgages, leases, contracts,
agreements, bonds, reports, releases, and other documents or
instruments which may in his judgment be necessary or advisable in the
ordinary course of the Corporation's business or which shall be
authorized by the Board; (3) shall see that all Corporation policies
and all orders and resolutions of the Board are carried into effect;
and (4) shall have all the usual duties and powers of the President of
a corporation and such other duties and powers as may be prescribed
from time to time by the Board. (As amended 7/29/91.)
<PAGE>
Section 4.08. Vice-Presidents. Each Vice-President shall have
such duties and powers as may be prescribed from time to time by the
President or the Board of Directors. (As amended 4/23/64 and
10/27/77.)
Section 4.09. Secretary. The Secretary:
(a) shall, when present, act as Secretary of each meeting
of the shareholders and of the Board of Directors;
(b) shall keep the minutes of the meetings of the
shareholders and the Board of Directors in one or more books provided
for that purpose;
(c) shall see that all notices are duly given and that
lists of shareholders are made and filed as required by law or the
Articles of Incorporation or these By-laws;
(d) shall be custodian of the corporate records and the
seal of the Corporation and shall, when duly authorized, see that the
seal is affixed to any instrument requiring it;
(e) shall keep a record of the Directors, giving the names
and addresses of all Directors; and (As amended 4/23/64 and 2/19/79.)
(f) shall have all the usual duties and powers of the
Secretary of a corporation and such duties and powers as may be
prescribed from time to time by the President or the Board of
Directors. (As amended 2/19/79.)
<PAGE>
Section 4.10. Treasurer. The Treasurer:
(a) shall have charge and custody of and be responsible for
all funds, securities, and evidences of indebtedness belonging to the
Corporation;
(b) shall receive and give receipts for moneys due and
payable to the Corporation from any source whatever;
(c) shall see that all such moneys are deposited in the
name of and to the credit of the Corporation in such depositories as
shall be designated by or pursuant to authority granted by the Board
of Directors;
(d) shall cause the funds of the Corporation to be
disbursed when and as duly authorized to do so;
(e) shall see that correct and complete books of account
and financial statements are kept and prepared in accordance with
generally accepted accounting principles except to the extent such
duties are assigned by the President to other officers or employees of
the Corporation; (As amended 2/13/77.)
(f) shall have all the usual duties and powers of the
Treasurer of a corporation and such duties and powers as may be
prescribed from time to time by the President or the Board of
Directors; (As amended 2/13/77.)
(g) shall keep at the registered office or principal place
of business of the Corporation a record of its shareholders (which
shall be part of the stock transfer books of the Corporation), giving
the names and addresses of all shareholders and the number and class
of the shares held by each; and (As amended 2/19/79.)
(h) shall have charge of the stock transfer books of the
Corporation, and shall record the issuance and transfer of shares,
except to the extent that such duties shall be delegated by the Board
of Directors to a transfer agent or registrar. (As amended 2/19/79.)
<PAGE>
Section 4.11. Assistant Secretaries. In the absence of the
Secretary or in the event of his death or inability or refusal to act,
the Assistant Secretary (or, if there shall be more than one, the
Assistant Secretaries in the order designated by the Board of
Directors from time to time, or, in the absence of any such
designation, in the order in which their names shall appear in the
minutes showing their election) shall perform the duties and exercise
the powers of the Secretary. Each Assistant Secretary shall also have
such duties and powers as may be prescribed from time to time by the
Secretary or the President or the Board of Directors. (As amended
4/23/64.)
Section 4.12. Assistant Treasurers. In the absence of the
Treasurer or in the event of his death or inability or refusal to act,
the Assistant Treasurer (or, if there shall be more than one, the
Assistant Treasurers in the order designated by the Board of Directors
from time to time, or, in the absence of any such designation, in the
order in which their names shall appear in the minutes showing their
election) shall perform the duties and exercise the powers of the
Treasurer. Each Assistant Treasurer shall also have such duties and
powers as may be prescribed from time to time by the Treasurer or the
President or the Board of Directors. (As amended 4/23/64.)
Section 4.13. Compensation. The Board of Directors may fix or
provide for, or may authorize any officer to fix or provide for,
reasonable compensation of any or all of the officers and agents of
the Corporation, including, without limiting the generality of the
foregoing, salaries, bonuses, payment of expenses, pensions, pension
plans, pension trusts, profit-sharing plans, stock bonus plans, stock
option plans (subject to approval of the shareholders if required by
law), and other incentive, insurance, and welfare plans, whether or
not on account of prior services rendered to the Corporation. (As
amended 4/23/64.)
Section 4.14. Bond. The Board of Directors may require an
officer or agent to give a bond for the faithful performance of his
duties, in such amount and with such surety or sureties as the Board
of Directors deems advisable.
<PAGE>
ARTICLE 5. SHARES AND CERTIFICATES
Section 5.01. Issuance of and Consideration for Shares. Shares
and securities convertible into shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by
the Board of Directors, and may be issued to such persons as may be
designated from time to time by or pursuant to authority granted by
the Board of Directors, except as otherwise required by law or the
Articles of Incorporation or these By-laws. (As amended 5/12/97.)
Section 5.02. Restrictions on Issuance of Shares and
Certificates. No share of the Corporation shall be issued until such
share is fully paid as provided by law. (As amended 5/12/97.)
No fractional share or certificate representing any fractional share
shall be issued unless expressly authorized by the Board of Directors.
No new certificate shall be issued in place of any certificate until
the old certificate for a like number of shares shall have been
surrendered and cancelled, except as otherwise provided in Section
5.04.
Section 5.03. Certificates Representing Shares. Each
shareholder shall be entitled to a certificate or certificates
representing the shares of the Corporation owned by him. Certificates
representing shares of the Corporation shall be in such form as shall
be determined by or pursuant to authority granted by the Board of
Directors. Each certificate shall be signed by the President or a
Vice-President and by the Secretary or an Assistant Secretary, and the
corporate seal may be affixed thereto. All certificates shall be
consecutively numbered or otherwise identified. The name and address
of the person to whom the shares represented thereby are issued, and
the number and class of shares and date of issuance, shall be entered
on the stock transfer books of the Corporation.
<PAGE>
Section 5.04. Lost, Destroyed, Stolen, or Mutilated
Certificates. The Board of Directors may authorize a new certificate
to be issued in place of any certificate alleged to have been lost,
destroyed, or stolen, or which shall have been mutilated, upon
production of such evidence and upon compliance with such conditions
as the Board of Directors may prescribe.
Section 5.05. Transfer of Shares. Shares of the Corporation
shall be transferable only on the stock transfer books of the
Corporation, by the holder of record thereof or by his duly authorized
attorney or legal representative (who shall furnish such evidence of
authority to transfer as the Corporation or its agent may reasonably
require), upon surrender to the Corporation for cancellation of the
certificate representing such shares, duly endorsed or with a proper
written assignment or power of attorney duly executed and attached
thereto, and with such proof of the authenticity of signatures as the
Corporation or its agent may reasonably require. The Corporation
shall cancel the old certificate, issue a new certificate to the
person entitled thereto, and record the transaction on its stock
transfer books. However, if the applicable law permits shares to be
transferred in a different manner, then to the extent required to
comply with such law all references in this Section to "shares" shall
mean the rights against the Corporation inherent in or arising out of
such shares.
Section 5.06. Shareholders of Record; Change of Name or Address.
The Corporation shall be entitled to recognize the exclusive right of
a person shown on its stock transfer books as the holder of shares to
receive notices and dividends, to vote as such holder, and to have and
exercise all other rights deriving from such shares, 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
actual or constructive notice thereof. Unless the context or another
provision of these By-laws clearly indicates otherwise, all references
in these By-laws to "shareholders" and "holders" shall mean the
shareholders of record as shown on the stock transfer books of the
Corporation.
<PAGE>
Each shareholder and each Director shall promptly notify the Secretary
in writing of his correct address and any change in his name or
address from time to time. If any shareholder or Director fails to
give such notice, neither the Corporation nor any of its Directors,
officers, agents, or employees shall be liable or responsible to such
shareholder or Director for any error or loss which might have been
prevented if such notice had been given. (As amended 4/23/64.)
Section 5.07. Regulations. The Board of Directors may adopt
such rules and regulations, not inconsistent with applicable law or
the Articles of Incorporation or these By-laws, as it deems advisable
concerning the issuance, transfer, conversion, and registration of
certificates representing shares of the Corporation.
<PAGE>
ARTICLE 6. GENERAL PROVISIONS
Section 6.01. Seal. The corporate seal shall be circular in
form and shall have inscribed thereon the name of the Corporation and
the words "Corporate Seal" and "Iowa". The seal may be affixed by
causing it or a facsimile thereof to be impressed or reproduced or
otherwise.
Section 6.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed by the Board of Directors from time to time.
Section 6.03. Dividends. The Board of Directors may from time
to time declare, and the Corporation may pay, dividends on the
outstanding shares in the manner and upon the terms and conditions
provided by law and the Articles of Incorporation.
Section 6.04. Execution of Documents and Instruments. All deeds
and conveyances of real estate, mortgages of real estate, and leases
of real estate (for an initial term of five years or more) to be
executed by the Corporation shall be signed in the name of the
Corporation by the Chairman of the Board of Directors or the
Vice-Chairman or the President or a Vice-President and signed or
attested by the Secretary or an Assistant Secretary, and the corporate
seal shall be affixed thereto.
All other documents or instruments to be executed by the Corporation
(including, without limiting the generality of the foregoing,
contracts, agreements, bonds, reports, notices, releases, promissory
notes, and evidences of indebtedness; and deeds, conveyances,
mortgages, and leases other than those referred to in the preceding
sentence) shall be signed in the name of the Corporation by any one or
more of the officers of the Corporation, with or without the corporate
seal.
<PAGE>
However, from time to time the Board of Directors or the Chairman of
the Board of Directors or the Vice-Chairman or the President may
alter, add to, limit, transfer to another officer or agent, or abolish
the authority of any officer or officers to sign any or all documents
or instruments, or may authorize the execution of any document or
instrument by any person or persons, with or without the corporate
seal, and such action may be either general or confined to specific
instances. (As amended 4/23/64 and 8/1/79.)
Section 6.05. Loans. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by or pursuant to authority granted by the
Board of Directors. Such authorization may be either general or
confined to specific instances.
Section 6.06. Checks and Drafts. All checks and drafts issued
in the name of the Corporation shall be signed by such person or
persons and in such manner as shall be authorized by or pursuant to
authority granted by the Board of Directors.
Section 6.07. Voting of Shares Owned by Corporation. Any shares
or securities of any other corporation or company owned by this
Corporation may be voted at any meeting of shareholders or security
holders of such other corporation or company by the Chairman of the
Board of Directors of this Corporation. Whenever in the judgment of
the Chairman of the Board of Directors it shall be advisable for the
Corporation to execute a proxy or waiver of notice or to give a
consent with respect to any shares or securities of any other
corporation or company owned by this Corporation, such proxy, waiver,
or consent shall be executed in the name of this Corporation, as
directed by the Chairman of the Board of Directors, without necessity
of any authorization by the Board of Directors. Any person or persons
so designated as the proxy or proxies of this Corporation shall have
full right, power, and authority to vote such shares or securities on
behalf of this Corporation. In the absence of the Chairman of the
Board of Directors or in the event of his death or inability to act,
the Vice-Chairman may perform the duties and exercise the powers of
the Chairman of the Board of Directors under this Section. The
<PAGE>
provisions of this Section shall be subject to any specific directions
by the Board of Directors. (As amended 4/23/64 and 8/1/79.)
Section 6.08. Interest of Directors in Transactions. In the
absence of fraud, any contract or other transaction between the
Corporation and any or all of its Directors (including, without
limiting the generality of the foregoing, any authorization of or
payment of compensation to any Director or officer of the
Corporation), or between the Corporation and any person or party in
which any or all of the Directors of the Corporation are interested or
with which they are connected (whether as shareholders, directors,
officers, owners, partners, members, employees, or otherwise) shall be
valid for all purposes, notwithstanding the presence of such Director
or Directors at the meeting of the Board of Directors which shall act
upon or with respect to such contract or transaction, and
notwithstanding his or their participation in and vote upon such
action, if the fact of such interest shall be disclosed or otherwise
known to the Board of Directors prior to or at the time of the taking
of such action. Such interested Director or Directors are hereby
expressly authorized to vote upon any action of the Board of Directors
upon or with respect to such contract or transaction; may be counted
in determining whether a quorum is present; and may be included in the
majority necessary to take such action. Each Director of the
Corporation is hereby expressly relieved, in the absence of fraud,
from any liability which might otherwise exist or arise from
contracting with the Corporation for the benefit of himself or any
person or party in which he may be in any way interested or with which
he may be in any way connected.
Any contract, transaction, or action of the Corporation or of the
Board of Directors which shall be ratified at any meeting of
shareholders by the affirmative vote of the holders of a majority of
the outstanding common shares entitled to vote, shall be as valid and
as binding as though expressly authorized in writing by every
shareholder of the Corporation. However, any failure of the
shareholders to approve or ratify such contract, transaction, or
action, when and if submitted, shall not be deemed in any way to
render the same invalid or to deprive the Directors or officers of
authority to proceed with such contract,
transaction, or action.
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This Section shall not be construed to invalidate any contract or
transaction which would otherwise be valid, nor as a limitation upon
the powers of the Directors or officers, nor as a requirement that any
contract or transaction of the Corporation be approved or ratified by
the shareholders.
Section 6.09. Limitation of Personal Liability. The limitation
of liability of Directors and officers shall be limited as follows:
(a) No Director of the Corporation shall be liable to the
Corporation or to any shareholder or shareholders except as provided
in the Articles of Incorporation or applicable law. The liability of
Directors shall be limited or removed to the maximum extent provided
either by the Articles of Incorporation or by applicable law, and
these provisions shall be liberally construed to carry out this
purpose. For purposes of this Section, "Director" means any person
who is or was a Director of the Corporation and any person who, while
a Director of the Corporation, is or was serving at the request of the
Corporation as a Director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan. Heirs,
beneficiaries, and personal representatives of the Director are
included.
(b) No officer of the Corporation shall be liable to the
Corporation or to any shareholder or shareholders for any act,
omission, or negligence, except for loss directly resulting from his
or her willful or reckless misconduct. This Section is in addition to
all other limitations of liability contained in applicable law, the
Articles of Incorporation, or other provisions of these By-laws. The
liability of officers shall be limited or removed to the maximum
extent provided by this Section, other provisions of these By-laws,
the Articles of Incorporation, or applicable laws, and these By-laws
shall be liberally construed to carry out this purpose. (As amended
5/12/97.)
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Section 6.10. Indemnification. The Corporation may advance
expenses and indemnify any Qualified Person. For purposes of this
Section, "Qualified Person" means 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, without limitation, an
action or suit by or in the right of the Corporation) (collectively,
"Action") by reason of the fact that he or she 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, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan. The indemnification may be against expenses
(including attorneys' fees), judgments, fines, and amounts paid or
incurred in settlement which the Qualified Person actually and
reasonably incurred in connection with the Action, in the manner and
to the extent provided in this Section.
(a) Indemnification may be made in the following independent and
alternative methods:
(1) In the manner and to the extent provided by Iowa law;
(2) If and to the extent that the Board of Directors
determines that the person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests
of the Corporation. This determination may be made (notwithstanding
Sections 3.09 and 3.11) by: (i) a majority vote of a quorum
consisting of Directors who are not at the time parties to the Action;
(ii) if a quorum cannot be obtained under (i), a majority vote of a
committee duly designated by the Board of Directors, in which
designation Directors who are parties may participate, consisting
solely of two or more Directors not at the time parties to the
proceeding; (iii) special legal counsel, selected by the Board of
Directors by a majority vote of a quorum consisting of Directors who
are not parties at the time to the Action or, if the requisite quorum
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of the full Board cannot be obtained, by a majority vote of the full
Board, in which Directors who are parties may participate; or (iv) the
shareholders.
(3) In accordance with any agreement authorized by the
Board of Directors before the commencement of the Action;
(4) If and to the extent authorized by action of the
shareholders; or
(5) In any other manner not prohibited by Iowa law.
(b) Restrictions and presumptions required by law with regard to
indemnification referred to in Subsection (a)(1) shall not apply to
indemnification under Subsections (a)(2), (3), (4), or (5); provided,
however, that indemnification shall not be provided in any case for:
(1) A breach of a person's duty of loyalty to the
Corporation or its shareholders;
(2) Acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law;
(3) A transaction from which the person derives an improper
personal benefit; or
(4) Acts arising under Iowa Code Section 490.858, as
amended from time to time.
(c) To the extent that a Qualified Person has been successful on
the merits or otherwise in defense of any Action, or in defense of any
claim, issue, or material therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with such Action.
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(d) Any indemnification of a Qualified Person may be both as to
action in his or her official capacity and as to action in another
capacity while holding such official capacity; shall continue as to a
Qualified Person who has ceased to be a Director, officer, employee,
or agent; and shall inure to the benefit of the heirs, beneficiaries,
and personal representatives of the Qualified Person.
(e) Indemnification may be made either by direct payment by the
Corporation or by reimbursement to the Qualified Person. (As amended
2/15/88 and 5/12/97.)
Section 6.11. Reliance on Documents. Each Director and officer
shall, in the performance of his duties, be fully protected in relying
and acting in good faith upon the books of account or other records of
the Corporation, or reports made or financial statements presented by
any officer of the Corporation or by an independent public or
certified public accountant or firm of such accountants or by an
appraiser selected with reasonable care by the Board of Directors or
by any committee thereof; and each Director and officer is hereby
expressly relieved from any liability which might otherwise exist or
arise from or in connection with any such action.
Section 6.12. Effect of Partial Invalidity. If a court of
competent jurisdiction shall adjudge to be invalid any clause,
sentence, paragraph, section, or part of the Articles of Incorporation
or these By-laws, such judgment or decree shall not affect, impair,
invalidate, or nullify the remainder of the Articles of Incorporation
or these By-laws, but the effect thereof shall be confined to the
clause, sentence, paragraph, section, or part so adjudged to be
invalid.
Section 6.13. Definitions. Any word or term which is defined in
the Iowa Business Corporation Act shall have the same meaning wherever
used in the Articles of Incorporation or in these By-laws, unless the
context or another provision of the Articles of Incorporation or these
By-laws clearly indicates otherwise. Wherever used in the Articles of
<PAGE>
Incorporation or in these By-laws, unless the context or another
provision of the Articles of Incorporation or these By-laws clearly
indicates otherwise, the use of the singular shall include the plural,
and vice versa; and the use of any gender shall be applicable to any
other gender. Wherever used in the Articles of Incorporation or in
these By-laws, the word "written" shall mean written, typed, printed,
duplicated, or reproduced by any process. (As amended 4/23/64.)
Section 6.14. Authority to Carry Out Resolutions and Motions.
Each resolution or motion adopted by the shareholders or by the Board
of Directors shall be deemed to include the following provision,
unless the resolution or motion expressly negates this provision: The
officers of the Corporation are severally authorized on behalf of the
Corporation to do all acts and things which may be necessary or
convenient to carry out this resolution (motion), including, without
limitation, the authority to make, execute, seal, deliver, file, and
perform all appropriate contracts, agreements, certificates,
documents, and instruments.
The foregoing provision shall automatically be a part of the
resolution or motion even though not stated in the minutes; and any
officer may state or certify that the foregoing provision is included
in the resolution or motion. (Added entire section 8/3/82.)
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ARTICLE 7. AMENDMENTS
Section 7.01. Reservation of Right to Amend. The Corporation
expressly reserves the right from time to time to amend these By-laws,
in the manner now or hereafter permitted by the provisions of the
Articles of Incorporation and these By-laws, whether or not such
amendment shall constitute or result in a fundamental change in the
purposes or structures of the Corporation or in the rights or
privileges of shareholders or others or in any or all of the
foregoing. All rights and privileges of shareholders or others shall
be subject to this reservation. Wherever used in these By-laws with
respect to the By-laws, the word "amend," "amended," or "amendment"
includes and applies to the amendment, alteration, or repeal of any or
all provisions of the By-laws or the adoption of new By-laws. (As
amended 4/28/66.)
Section 7.02. Procedure to Amend. Any amendment to these
By-laws may be adopted at any meeting of the Board of Directors by the
affirmative vote of a majority of the number of Directors fixed by
Section 3.03. No notice of any proposed amendment to the By-laws
shall be required. (As amended 4/28/66.)
