SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 4, 1996.
NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-3713 41-0850527
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11000 Prairie Lakes Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 829-3000
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On March 4, 1996, the Board of Directors of National Computer Systems,
Inc. (the "Company") approved several actions taken to better protect the
Company against certain coercive or inadequate takeover tactics or offers. The
Company's shareholder Rights Agreement, originally adopted in 1987 and amended
in 1989, was amended to extend the expiration date from July 6, 1997 to July 6,
2002 and change the exercise price of the rights from $50.00 to $55.00. The
amendments also reduce the stock ownership level at which the rights become
exercisable and make certain other changes.
As amended, the Rights Agreement provides that if any person or group
acquires 15% or more of the Company's common stock, each right not owned by such
person or group will entitle its holder to purchase, at the right's then-current
exercise price, common stock of the Company having a value of twice the right's
exercise price. The rights would not be triggered, however, if the acquisition
of 15% or more of the Company's common stock is pursuant to a tender or exchange
offer for all outstanding shares of the Company's common stock determined by the
Board of Directors to be fair and in the best interests of the Company and its
shareholders. A copy of the Rights Agreement, as amended and restated, is
Exhibit 4.
In addition, the Company amended its Bylaws to allow for the removal of
directors only for cause, to require that a shareholder give notice of proposed
business and shareholder nominations of directors, to provide greater authority
in conducting shareholder meetings, and to conform to statutory requirements for
calling a special meeting of shareholders in the case of a change in control. A
copy of the Bylaws, as amended and restated, is Exhibit 3.2.
Further, in an effort to assure that the Company will have the
continued dedication of its elected officers, notwithstanding the possibility or
threat of a change in control, the Board of Directors authorized the execution
of change in control agreements with those elected officers. Each change in
control agreement would provide that, if an executive's employment is terminated
under specified circumstances following a change in control of the Company, the
executive will receive certain payments and the continuance of benefits.
Item 7. Financial Statements and Exhibits
(c) Exhibits
3.2 Bylaws of the Company, amended and restated as of
March 4, 1996
4 Second Amended and Restated Rights Agreement between
the Company and Norwest Bank Minnesota, N.A., amended
and restated as of March 4, 1996, including the
Amended and Restated Form of Right Certificate
attached as Exhibit B thereto (Incorporated by
reference to Exhibit No. 1 to registrant's Amendment
No. 2 on Form 8-A/A dated March 12, 1996).
<PAGE>
Signature
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 13, 1996
NATIONAL COMPUTER SYSTEMS, INC.
By: /s/ J.W. Fenton, Jr.
Its: Secretary and Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibits
3.2 Bylaws of the Company, amended and restated as of March 4, 1996
EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
of
NATIONAL COMPUTER SYSTEMS, INC.
As of March 4, 1996
<PAGE>
TABLE OF CONTENTS Page
ARTICLE I.--OFFICES, CORPORATE SEAL ........................1
Section 1.01. Offices ..................................1
Section 1.02. Corporate Seal ...........................1
ARTICLE II.--MEETINGS OF SHAREHOLDERS ......................1
Section 2.01. Annual Meetings ..........................1
Section 2.02. Special Meetings .........................2
Section 2.03. Record Date ..............................2
Section 2.04. Notice of Meetings .......................2
Section 2.05. Quorum ...................................3
Section 2.06. Adjourned Meetings .......................3
Section 2.07. Organization and Conduct of Business .....3
Section 2.08. Voting ...................................3
Section 2.09. Waiver of Notice .........................4
ARTICLE III.--DIRECTORS ....................................4
Section 3.01. Number, Qualification and Term of Office .4
Section 3.02. Board Meetings ...........................5
Section 3.03. Calling Meetings; Notice .................5
Section 3.04. Waiver of Notice .........................5
Section 3.05. Quorum ...................................5
Section 3.06. Absent Directors .........................5
Section 3.07. Conference Communications ................5
Section 3.08. Vacancies ................................6
Section 3.09. Removal ..................................6
Section 3.10. Committees ...............................6
Section 3.11. Committee of Disinterested Persons .......6
Section 3.12. Written Action ...........................6
ARTICLE IV.--OFFICERS ......................................7
Section 4.01. Designation ..............................7
Section 4.02. Chief Executive Officer ..................7
Section 4.03. Chairman of the Board ....................7
Section 4.04. President ................................7
Section 4.05. Chief Financial Officer ..................7
Section 4.06. Vice President ...........................8
Section 4.07. Secretary ................................8
Section 4.08. Treasurer ................................8
Section 4.09. Authority and Duties .....................8
Section 4.10. Removal and Vacancies ....................8
Section 4.11. Compensation .............................8
ARTICLE V.--SHARES AND THEIR TRANSFER ......................8
Section 5.01. Certificates for Shares ..................8
ARTICLE VI.--DIVIDENDS, RECORD DATE ........................9
Section 6.01. Dividends ................................9
Section 6.02. Record Date ..............................9
ARTICLE VII.--CORPORATE RECORDS ............................9
Section 7.01. Share Register ...........................9
Section 7.02. Other Records ............................9
ARTICLE VIII.--SECURITIES OF OTHER CORPORATIONS ............10
Section 8.01. Voting Securities Held by the Corporation.10
Section 8.02. Purchase and Sale of Securities. .........10
ARTICLE IX.--INDEMNIFICATION OF CERTAIN PERSONS ............10
ARTICLE X.--BANKING RESOLUTIONS ............................10
ARTICLE XI.--AMENDMENTS ....................................11
<PAGE>
AMENDED AND RESTATED
BYLAWS
of
NATIONAL COMPUTER SYSTEMS, INC.
ARTICLE I.
OFFICES, CORPORATE SEAL
Section 1.01. Offices. The address of the registered office of the
corporation and the name of its registered agent, if any, at the address of the
registered office shall be set forth in the Articles of Incorporation or in the
latest statement filed with the Secretary of State. The corporation may have
such other offices, within or without the State of Minnesota, as the Board of
Directors shall, from time to time, determine. The principal executive office of
the corporation is the place in the State of Minnesota where the chief executive
officer of this corporation has an office.
Section 1.02. Corporate Seal. The corporate seal shall be circular in
form and shall have inscribed thereon the name of the corporation and the word
"Minnesota" and the words "Corporate Seal."
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 2.01. Annual Meetings.
(a) A meeting of the shareholders shall be held on an annual basis on
such date and at such time and place as the Board of Directors shall by
resolution establish.
(b) At the annual meeting, the shareholders, voting as provided in the
Articles of Incorporation and these Bylaws, shall elect qualified successors for
directors who serve for an indefinite term or whose terms have expired or are
due to expire within six months after the date of the meeting and shall transact
such other business as may properly come before them.
(c) To be properly brought before a regular meeting of shareholders,
business must be (1) specified in the notice of the meeting, (2) directed to be
brought before the meeting by the Board of Directors or (3) proposed at the
meeting by a shareholder who (i) was a shareholder of record at the time of
giving of notice provided for in these Bylaws, (ii) is entitled to vote at the
meeting and (iii) gives prior notice of the matter, which must otherwise be a
proper matter for shareholder action, in the manner herein provided. For
business to be properly brought before a regular meeting by a shareholder, the
shareholder must give written notice to the Secretary of the corporation so as
to be received at the principal executive offices of the corporation at least 60
days before the date that is one year after the prior year's regular meeting.
Such notice shall set forth (1) the name and record address of the shareholder
and of the beneficial owner, if any, on whose behalf the proposal will be made,
(2) the class and number of shares of the corporation owned by the shareholder
and beneficially owned by the beneficial owner, if any, on whose behalf the
proposal will be made, (3) a brief description of the business desired to be
brought before the regular meeting and the reasons for conducting such business,
and (4) any material interest in such business of the shareholder and the
beneficial owner, if any, on whose behalf the proposal is made. The chairman of
the meeting may refuse to acknowledge any proposed business not made in
compliance with the foregoing procedure.
Section 2.02. Special Meetings. Special meetings of the shareholders
may be held at any time and for any purpose and may be called by (a) the chief
executive officer, (b) the chief financial officer, (c) two or more directors or
(d) a shareholder or shareholders holding 10% or more of the voting power of all
shares entitled to vote, except that a special meeting for the purpose of
considering any action to directly or indirectly facilitate or effect a business
combination, including any action to change or otherwise affect the composition
of the board of directors for that purpose, must be called by 25% or more of the
voting power of all shares entitled to vote. A shareholder or shareholders
holding 10% or more of the voting power of all shares entitled to vote may
demand a special meeting of the shareholders by written notice of demand given
to the chief executive officer or chief financial officer of the corporation and
containing the purposes of the meeting. Within 30 days after receipt of demand
by one of those officers, the board of directors shall cause a special meeting
of shareholders to be called and held on notice no later than 90 days after
receipt of the demand, at the expense of the corporation. Special meetings shall
be held on the date and at the time and place fixed by the chief executive
officer or the Board of Directors, except that a special meeting called by or at
demand of a shareholder or shareholders shall be held in the county where the
principal executive office is located. The business transacted at a special
meeting shall be limited to the purposes as stated in the notice of the meeting.
Section 2.03. Record Date. The Board of Directors shall fix a date not
more than 60 days preceding the date of any meeting of shareholders as the date
for the determination of the shareholders entitled to notice of, and to vote at,
such meeting. When a record date is so fixed, only shareholders as of that date
are entitled to notice of and permitted to vote at that meeting of shareholders.
Section 2.04. Notice of Meetings. Except as otherwise specified in
Section 2.06 or required by law, notice of each meeting of the shareholders,
given in the manner provided in Minnesota Statutes, Section 302A.011,
Subdivision 17, stating the date, time and place and, in the case of a special
meeting, the purpose or purposes, shall be given at least 10 days and not more
than 60 days prior to the meeting to every holder of shares entitled to vote at
such meeting.
Section 2.05. Quorum. The holders of one-third of the voting power of
the shares entitled to vote at a meeting shall constitute a quorum for the
transaction of business at any annual or special meeting.
Section 2.06. Adjourned Meetings. In case a quorum shall not be present
at a meeting, those present may adjourn the meeting to such day as they shall
agree upon, and a notice of such adjournment and the date and time at which such
meeting shall be reconvened shall be mailed to each shareholder entitled to vote
at least five days before such adjourned meeting. If a quorum is present, a
meeting may be adjourned from time to time without notice other than
announcement at the meeting. At adjourned meetings at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally noticed. If a quorum is present, the shareholders may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 2.07. Organization and Conduct of Business. The highest ranking
officer of the corporation who is present shall call to order and act as
chairman of any meeting of the shareholders. In the absence of the Secretary,
the secretary of the meeting shall be such person as the chairman of the meeting
appoints. The chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for conduct of the meeting. To
the extent not prohibited by law, such rules, regulations or procedures may
include, without limitation, establishment of (1) an agenda or order of business
for the meeting and the method by which business may be proposed, (2) rules and
procedures for maintaining order at the meeting and the safety of those present,
(3) limitations on attendance at or participation in the meeting to shareholders
of record of the corporation, their duly authorized proxies or such other
persons as the chairman of the meeting shall determine, (4) restrictions on
entry to the meeting after the time fixed for the commencement thereof and (5)
limitations on the time allotted to questions or comments by participants. Any
proposed business contained in the notice of a regular meeting is deemed to be
on the agenda and no further motions or other actions shall be required to bring
such proposed business up for consideration. Unless and to the extent otherwise
determined by the chairman of the meeting, it shall not be necessary to follow
Robert's Rules of Order or any other rules of parliamentary procedure at the
meeting of the shareholders. Following completion of the business of the meeting
as determined by the chairman of the meeting, the chairman of the meeting shall
have the exclusive authority to adjourn the meeting.
Section 2.08. Voting. Unless otherwise provided according to the terms
of the shares, a shareholder has one vote for each share held. A holder of
shares entitled to vote may vote any portion of the shares in any way the
shareholder chooses. If a shareholder votes without designating the proportion
or number of shares voted in a particular way, the shareholder is deemed to have
voted all of the shares in that way. Jointly owned shares may be voted by any
joint owner unless the corporation receives written notice from any one of them
denying the authority of that person to vote the shares. The shareholders shall
take action by the affirmative vote of the holders of the majority of the voting
power of the shares present and entitled to vote, unless otherwise required by
statute or the Articles of Incorporation.
Section 2.09. Waiver of Notice. Notice of any regular or special
meeting may be waived by any shareholder either before, at or after such meeting
orally or in a writing signed by such shareholder or a representative entitled
to vote the shares of such shareholder. Attendance by a shareholder, at any
meeting of shareholders, is a waiver of notice of such meeting, except where the
shareholder objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened or the item may
not lawfully be considered at that meeting and the shareholder does not
participate in the consideration of the item at that meeting.
Section 2.10. Nomination of Directors. Nominations of persons for
election as directors may be made at a regular meeting of shareholders (a) by or
at the direction of the Board of Directors or (b) by any shareholder who (1) was
a shareholder of record at the time of giving of notice provided for in these
Bylaws, (2) is entitled to vote at the meeting and (3) gives prior notice of the
nomination in the manner herein provided. For a nomination to be properly made
by a shareholder, the shareholder must give written notice to the Secretary of
the corporation so as to be received at the principal executive offices of the
corporation at least 60 days before the date that is one year after the prior
year's regular meeting. Such notice shall set forth (a) as to the shareholder
giving the notice: (1) the name and record address of the shareholder and of the
beneficial owner, if any, on whose behalf the nomination will be made and (2)
the class and number of shares of the corporation owned by the shareholder and
beneficially owned by the beneficial owner, if any, on whose behalf the
nomination will be made; and (b) as to each person the shareholder proposes to
nominate: (1) the name, age, business address and residence address of the
person, (2) the principal occupation or employment of the person and (3) the
class and number of shares of the corporation owned by the person. The chairman
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.
ARTICLE III.
DIRECTORS
Section 3.01. Number, Qualification and Term of Office. The number of
directors shall be established by resolution of the Board of Directors from time
to time (subject to the authority of the Board of Directors to increase or
decrease the number of directors to the extent permitted by law). Directors need
not be shareholders. Each director shall hold office from the annual meeting at
which such director was elected and until the next annual meeting of
shareholders and until such director's successor shall have been elected and
shall qualify, or until the earlier death, resignation, removal or
disqualification of the director.
Section 3.02. Board Meetings. Meetings of the Board of Directors may be
held from time to time at such time and place as may be designated in the notice
of such meeting or at the place announced if no notice is required.
Section 3.03. Calling Meetings; Notice. Meetings of the Board of
Directors may be called by the chief executive officer by giving at least 24
hours' notice, or by any other director by giving at least five days' notice, of
the date, time and place thereof to each director by mail, telephone, telegram
or in person. If the day or date, time and place of a Board meeting have been
announced at a previous meeting of the Board, no notice is required. Notice of
an adjourned meeting need not be given other than by announcement at the meeting
at which adjournment is taken of the date, time and place at which the meeting
will be reconvened.
Section 3.04. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at or after such meeting
orally or in a writing signed by such director. A director, by his attendance at
any meeting of the Board of Directors, shall be deemed to have waived notice of
such meeting, except where the director objects at the beginning of the meeting
to the transaction of business because the meeting is not lawfully called or
convened and does not participate thereafter in the meeting.
Section 3.05. Quorum. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting.
Section 3.06. Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors. If such director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.
Section 3.07. Conference Communications. Any or all directors may
participate in any meeting or conference of the Board of Directors, or of any
duly constituted committee thereof, by any means of communication through which
the directors may simultaneously hear each other during such meeting. For the
purposes of establishing a quorum and taking any action, such directors
participating pursuant to this Section 3.07 shall be deemed present in person at
the meeting.
Section 3.08. Vacancies. Vacancies in the Board of Directors of the
corporation occurring by reason of death, resignation, removal or
disqualification shall be filled for the unexpired term by a majority of the
remaining directors, even though less than a quorum. Vacancies resulting from
newly created directorships resulting from an increase in the authorized number
of directors by action of the Board of Directors may be filled by a majority
vote of the remaining directors. Each director elected to fill a vacancy shall
hold office until a qualified successor is elected by the shareholders at their
next regular or special meeting.
Section 3.09. Removal. Any director may be removed from office, but
only for cause, by the affirmative vote of the shareholders holding a majority
of the shares entitled to vote at an election of directors. In the event that a
director be so removed, a new director shall be elected at the same meeting.
Section 3.10. Committees. A resolution approved by the affirmative vote
of a majority of the Board of Directors may establish committees having the
authority of the Board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present. Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the Board of
Directors, except as provided by Section 3.11. A majority of the members of the
committee present at a meeting is a quorum for the transaction of business,
unless a larger or smaller proportion or number is provided in the resolution
establishing the committee.
Section 3.11. Committee of Disinterested Persons. Pursuant to the
procedure set forth in Section 3.10, the Board of Directors may establish a
committee composed of two or more disinterested directors or other disinterested
persons to determine whether it is in the best interests of the corporation to
pursue a particular legal right or remedy of the corporation and whether to
cause the dismissal or discontinuance of a particular proceeding that seeks to
assert a right or remedy on behalf of the corporation. The committee, once
established, is not subject to the direction or control of, or termination by,
the Board of Directors. A vacancy on the committee may be filled by a majority
of the remaining committee members. The good faith determinations of the
committee are binding upon the corporation and its directors, officers and
shareholders. The committee terminates when it issues a written report of its
determination to the Board of Directors.
Section 3.12. Written Action. Any action which might be taken at a
meeting of the Board of Directors, or any duly constituted committee thereof,
may be taken without a meeting if done in writing and signed by all of the
directors or committee members, unless the Articles of Incorporation provide
otherwise and the action need not be approved by the shareholders.
ARTICLE IV.
OFFICERS
Section 4.01. Designation. The corporation shall have one or more
natural persons exercising the functions of the offices of chief executive
officer and chief financial officer. The Board of Directors may elect or appoint
such other officers or agents as it deems necessary for the operation and
management of the corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board of Directors, including,
without limitation, a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer and such assistant officers or other
officers as may from time to time, be elected or appointed by the Board of
Directors. Each such officer shall have the powers, rights, duties and
responsibilities set forth in these Bylaws unless otherwise determined by the
Board of Directors. Any number of offices may be held by the same person.
Section 4.02. Chief Executive Officer. The chief executive officer (a)
shall have general active management of the business of the corporation; (b)
shall, when present, preside at all meetings of the shareholders; (c) shall see
that all orders and resolutions of the Board are carried into effect; (d) shall
sign and deliver in the name of the corporation any deeds, mortgages, bonds,
contracts or other instruments pertaining to the business of the corporation,
except in cases in which the authority to sign and deliver is required by law to
be exercised by another person or is expressly delegated by these Bylaws or the
Board of Directors to some other officer or agent of the corporation; and (e)
shall perform such other duties as may from time to time be assigned to him by
the Board of Directors.
Section 4.03. Chairman of the Board. The Chairman of the Board, if one
is elected, shall preside at all meetings of the directors and shall have such
other duties as may be prescribed, from time to time, by the Board of Directors.
Section 4.04. President. Unless otherwise determined by the Board, the
President shall be the chief executive officer of the corporation. If an officer
other than the President is designated chief executive officer, the President
shall perform such duties as may from time to time be assigned to him by the
Board.
Section 4.05. Chief Financial Officer. The chief financial officer (a)
shall cause to be kept accurate financial records for the corporation; (b) shall
cause to be deposited all monies, drafts and checks in the name of and to the
credit of the corporation in such banks and depositories as the Board of
Directors shall designate from time to time; (c) shall cause to be endorsed for
deposit all notes, checks and drafts received by the corporation as ordered by
the Board, making proper vouchers therefor; (d) shall cause to be disbursed
corporate funds and shall cause to be issued checks and drafts in the name of
the corporation, as ordered by the Board; (e) shall render to the chief
executive officer and the Board of Directors, whenever requested, an account of
all transactions as chief financial officer and of the financial condition of
the corporation; and (f) shall perform such other duties as may be prescribed by
the Board of Directors or the chief executive officer from time to time.
Section 4.06. Vice President. The Board of Directors may designate one
or more Vice Presidents, who shall have such designations and powers and shall
perform such duties as prescribed by the Board of Directors or by the chief
executive officer.
Section 4.07. Secretary. The Secretary shall maintain records of and,
whenever necessary, certify all proceedings of the Board of Directors and the
shareholders. The Secretary shall give notice of meetings of shareholders. The
Secretary shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the chief executive officer.
Section 4.08. Treasurer. Unless otherwise determined by the Board, the
Treasurer shall be the chief financial officer of the corporation. If an officer
other than the Treasurer is designated chief financial officer, the Treasurer
shall perform such duties as may from time to time be assigned to him by the
Board of Directors.
Section 4.09. Authority and Duties. In addition to the foregoing
authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties in the management of the business of the
corporation as may be determined from time to time by the Board of Directors.
Unless prohibited by a resolution of the Board of Directors, an officer elected
or appointed by the Board may, without specific approval of the Board of
Directors, delegate some or all of the duties and powers of an office to other
persons.
Section 4.10. Removal and Vacancies. Any officer may be removed from
his office by the Board of Directors at any time, with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.
Section 4.11. Compensation. The officers of this corporation shall
receive such compensation for their services as may be determined by or in
accordance with resolutions of the Board of Directors.
ARTICLE V.
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. All shares of the corporation
shall be certificated shares. Each holder of shares of the corporation shall be
entitled to a certificate for shares, in such form as the Board of Directors
may, from time to time, approve. Certificates shall be signed by an authorized
representative of the corporation's transfer agent. A certificate representing
shares of this corporation shall contain on its face the information required by
Minnesota Statutes, Section 302A.417 subdivision 4. A certificate representing
shares issued by this corporation, if it is authorized to issue shares of more
than one class or series, shall set forth upon the face or back of the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge, a full statement of the designations,
preferences, limitations, and relative rights of the shares of each class or
series authorized to be issued, so far as they have been determined, and the
authority of the board to determine relative rights and preferences of
subsequent classes or series. All matters dealing with the transfer of shares
and the loss of certificates shall be dealt with in the resolution of the Board
of Directors appointing this corporation's transfer agent.
ARTICLE VI.
DIVIDENDS, RECORD DATE
Section 6.01. Dividends. The Board of Directors shall have the
authority to declare dividends and other distributions upon shares to the extent
permitted by law.
Section 6.02. Record Date. The Board of Directors may fix a date not
exceeding 60 days preceding the date fixed for the payment of any dividend as
the record date for the determination of the shareholders entitled to receive
payment of the dividend and, in such case, only shareholders of record on the
date so fixed shall be entitled to receive payment of such dividend.
ARTICLE VII.
CORPORATE RECORDS
Section 7.01. Share Register. The corporation shall keep at the office
of its transfer agent a share register not more than one year old, containing
the names and addresses of the shareholders and the number and classes of shares
held by each shareholder. The corporation shall also keep at the office of its
transfer agent a record of the dates on which certificates or transaction
statements representing shares were issued.
Section 7.02. Other Records. The corporation shall keep at its
principal executive office originals or copies of: (a) records of all
proceedings of shareholders for the last three years; (b) records of all
proceedings of the Board of Directors for the last three years; (c) the Articles
of Incorporation and all amendments currently in effect; (d) the Bylaws and all
amendments currently in effect; (e) financial statements; (f) reports made to
shareholders generally within the last three years; (g) a statement of the names
and usual business addresses of the directors and principal officers; (h) voting
trust agreements described in Minnesota Statutes, Section 302A.453; and (i)
shareholder control agreements described in Minnesota Statutes, Section
302A.457.
ARTICLE VIII.
SECURITIES OF OTHER CORPORATIONS
Section 8.01. Voting Securities Held by the Corporation. The chief
executive officer shall have full power and authority on behalf of the
corporation (a) to attend any meeting of security holders of other corporations
in which the corporation may hold securities and to vote such securities on
behalf of this corporation; (b) to execute any proxy for such meeting on behalf
of the corporation; or (c) to execute a written action in lieu of a meeting of
such other corporation on behalf of this corporation. At such meeting, the chief
executive officer shall possess and may exercise any and all rights and powers
incident to the ownership of such securities that the corporation possesses. The
Board of Directors or the chief executive officer may, from time to time, confer
or delegate such powers to one or more other persons.
Section 8.02. Purchase and Sale of Securities. The chief executive
officer shall have full power and authority on behalf of the corporation to
purchase, sell, transfer or encumber any and all securities of any other
corporation owned by the corporation, and may execute and deliver such documents
as may be necessary to effectuate such purchase, sale, transfer or encumbrance.
The Board of Directors or the chief executive officer may, from time to time,
confer or delegate such powers to one or more other persons.
ARTICLE IX.
INDEMNIFICATION OF CERTAIN PERSONS
Section 9.01. The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Minnesota Statutes, Section 302A.521, as now enacted or
hereafter amended.
ARTICLE X.
BANKING RESOLUTIONS
Section 10.01. The chief financial officer of the corporation is
authorized to designate depositories for the corporation's funds, including such
withdrawal authorizations as he may determine, and in furtherance of this
authorization the standard resolutions required by any such depository shall be
deemed to have been adopted by this Board of Directors with all blanks filled in
as the chief financial officer shall designate, and the Secretary or any
Assistant Secretary is hereby authorized to certify that such resolutions have
been adopted by this Board of Directors. Such resolutions shall not extend to
any borrowings by this corporation.
ARTICLE XI.
AMENDMENTS
Section 11.01. These Bylaws may be amended at any meeting of the Board
of Directors if notice of such proposed amendment shall have been given in the
notice of such meeting. Such authority in the Board of Directors is subject to
(a) the limitations imposed by Minnesota Statutes, Section 302A.181, as now
enacted or hereafter amended, or other applicable law and (b) the power of the
shareholders to change or repeal such Bylaws by a majority vote of the
shareholders present or represented at any meeting of shareholders called for
such purpose.
