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EXHIBIT 3B
BYLAWS
OF
MIDWEST MEDICAL INSURANCE
HOLDING COMPANY
ARTICLE I.
OFFICES, CORPORATE SEAL
Section 1.01 Registered Office. The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or resolution of the directors filed with the Secretary of State of Minnesota
changing the registered office.
Section 1.02 Other Offices. The corporation may have such other
offices, within or without the State of Minnesota, as the directors shall, from
time to time, determine.
Section 1.03 Corporate Seal. The corporation shall have no seal.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 2.01 Place and Time of Meetings. Meetings of the shareholders
may be held at any place, within or without the State of Minnesota, as may from
time to time be designated by the directors and, in the absence of such
designation, shall be held at the registered office of the corporation in the
State of Minnesota. The directors shall designate the time of day for each
meeting and, in the absence of such designation, every meeting of shareholders
shall be held at ten o'clock a.m.
Section 2.02 Regular Meetings.
(a) A regular meeting of the Class B shareholders shall be held on
such date as the Board of Directors shall by resolution establish. Regular
meetings of Class A shareholders will not be held unless required by law.
(b) At a regular meeting to be held on an annual basis, the Class B
common shareholders, voting as provided in the Articles of Incorporation and
these Bylaws, shall elect the directors of the corporation.
Section 2.03 Special Meetings. Special meetings of the shareholders
may be held at any time and for any purpose and may be called by the Chairman
of the Board, the President, the Treasurer, any two (2) directors, or by Class
A shareholders
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constituting ten percent (10%) or more of the Class A shareholders entitled to
vote on the matters to be presented to the meeting.
Section 2.04 Quorum, Adjourned Meetings. A majority of the Class A
shareholders represented in person, or by proxy, shall constitute a quorum for
the transaction of business relative to Class A shareholder matters at any
regular or special meeting. Shares owned by medical practice entities may be
voted only by insured physicians to whom such entities shall grant a proxy.
The Class B shareholder, through its representative, must be present at the
regular or special meeting. In case a quorum shall not be present at a
meeting, those present may adjourn to such day as they shall, by majority vote,
agree upon, and a notice of such adjournment shall be mailed to each shareholder
entitled to vote at least five (5) 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 2.05 Voting. At each meeting of the shareholders, every Class
A shareholder having the right to vote shall be entitled to one vote, either in
person or by proxy, regardless of the number of Class A shares held by the
individual shareholder. Upon the demand of any shareholder, the vote upon any
question before the meeting shall be by ballot. All questions to be voted upon
by Class A shareholders shall be decided by a majority vote of the Class A
shareholders entitled to vote and represented at the meeting at the time of
the vote, except if otherwise required by statute, the Articles of
Incorporation, or these Bylaws. The Class B shareholder shall have the
exclusive right to elect directors as provided in the Articles.
Section 2.06 Closing of Books. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of shareholders,
as a record date for the determination of the Class A shareholders entitled to
notice of, and to vote at, such meeting, notwithstanding any transfer of shares
on the books of the corporation after any record date so fixed. The Board of
Directors may close the books of the corporation against the transfer of shares
during the whole or any part of such period. If the Board of Directors fails to
fix a record date for determination of the shareholders entitled to notice of,
and to vote at, any meeting of shareholders, the record date shall be the
twentieth (20th) day preceding the date of such meeting.
Section 2.07 Notice of Meetings. There shall be mailed to each Class
A shareholder, shown by the books of the corporation to be a holder of record of
Class A shares, at the address of such shareholder as shown by the books of the
corporation, a notice setting out the time and place of each regular meeting at
which
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Class A shareholders are entitled to vote and each special meeting called for a
purpose other than the election of directors, which notice shall be mailed at
least five (5) days prior thereto; except that notice of a meeting at which an
agreement of merger or consolidation is to be considered shall be mailed to all
Class A shareholders of record, whether entitled to vote or not, at least two
(2) weeks prior thereto; and except that notice of a meeting at which a
proposal to dispose of all, or substantially all, of the property and assets
of the corporation is to be considered shall be mailed to all Class A
shareholders of record, whether entitled to vote or not, at least ten (10) days
prior thereto; and except that notice of a meeting a which a proposal to
dissolve the corporation or to amend the Articles of Incorporation is to be
considered shall be mailed to all Class A shareholders of record, whether
entitled to vote or not, at least ten (10) days prior there to. Every notice
of any special meeting shall state the purpose or purposes for which the
meeting has been called pursuant to Section 2.03, and the business transacted
at all special meetings shall be confined to the purpose stated in the notice.
Section 2.08 Waiver of Notice. Notice of any regular or special
meeting may be waived by any shareholder either before, at or after such meeting
in writing signed by such shareholder or a representative entitled to vote the
shares of such shareholder. A shareholder, by his or her attendance at any
meeting of shareholders, shall be deemed to have waived notice of such meeting,
unless the attendance was solely for the purpose of protesting the holding of
the meeting.
Section 2.09 Written Action. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the Class A shareholders entitled to vote with respect to
Class A shareholder transactions, or if done in writing and signed by the Class
B shareholder with respect to the election of directors.
ARTICLE III.
DIRECTORS
Section 3.01 General Powers. The property, affairs and business of
the corporation shall be managed by or under the authority of the Board of
Directors.
Section 3.02 Number, Composition and Qualification.
(a) Number. The number of directors shall be established, and may be
increased or decreased from time to time, by resolution of the Board of
Directors. Unless increased or decreased in accordance with these Bylaws, the
Board of Directors of this corporation shall include twenty (20) physician
members, the Chief Executive Officer of this corporation, the Chief Executive
Officer of Minnesota Medical Association ("MMA"), The
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Executive Vice President of Iowa Medical Society ("IMS") and such additional Ex
Officio and Outside Directors as the Board of Directors may determine.
(b) Composition and Qualification.
(i) Members of the Board of Directors shall be designated
Physician Directors, Ex Officio Directors, or Outside Directors. All directors
shall be voting members of the Board of Directors. For so long as the MMA owns
the share of Class B stock, the Chief Executive Officer of MMA and the Executive
Vice President of the IMS shall be Ex Officio Directors. The President of the
corporation shall be an Ex Officio director, and at least two-thirds (2/3's) of
the members of the Board of Directors shall be physician directors.
(ii) Outside Directors are those members of the Board of
Directors of MMIHC, whether or not a physician, who are not members of the MMA,
IMS or any other state medical association or who are not insured by Midwest
Medical Insurance Company ("MMIC"),
All physician directors must be insured for professional liability risks by
this corporation, must be members of MMA, IMS or another state medical
association.
(iii) No director may begin a new term of office after
attaining the age of 65 and no director except the Chairman and the Vice
Chairman may serve for more than four (4) consecutive three (3) year terms.
(iv) A portion, in any event not less than two (2), of the
total number of physician members of the Board of Directors shall be members of
the IMS insured by MMIC. The portion shall be determined by multiplying the
ratio of Iowa insureds of MMIC to all insureds of MMIC times the total number
of voting directors, rounded to the nearest whole number; provided that the
number determined by such formula shall be reduced by one (1) as long as MMA
owns the share of Class B stock. The number of such physician directors shall
be adjusted as of December 31, 1995 and each two years thereafter.
(c) Nomination and Appointment. The Nominating Committee shall submit
to the Board of Directors the names of all individuals recommended by it for
membership on the Board of Directors and the Board of Directors (i) shall
approve such recommendation and, as appropriate, nominate or elect such
individuals for membership on the Board of Directors or (ii) remand such
recommendation to the Nominating Committee for further deliberation.
The Board of Directors shall submit to MMA and to the IMS, as appropriate
with respect to Iowa insureds of MMIC, the names of all individuals who have
been so nominated for election to the
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Board of Directors by the holder of the Class B Share of the corporation as
provided in a separate agreement between the corporation and MMA ("MMA
Agreement").
Directors shall be divided into three (3) classes as nearly equal in
number as is possible. At each regular meeting of the Class B shareholder,
there shall be elected directors equal to the number of directors whose terms
expire at such meeting and, after initial terms, all directors shall be elected
for three (3) year terms.
Section 3.03 Annual Meeting. As soon as practicable after each
annual election of directors, the Board of Directors shall meet at the
registered office of the corporation, or at such other place within or without
the State of Minnnesota as may be designated by the Board of Directors, for the
purpose of electing the officers of the corporation and for the transaction of
such other business as shall come before the meeting.
Section 3.04 Regular Meetings. Regular meetings of the Board
of Directors shall be held from time to time at such time and place within or
without the State of Minnesota as may be fixed by resolution adopted by a
majority of the whole Board of Directors.
Section 3.05 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or by any
two (2) of the directors and shall be held from time to time at such time and
place as may be designated in the notice of such meeting.
Section 3.06 Notice of Meetings. No notice need be given of any
annual or regular meeting of the Board of Directors. Notice of each special
meeting of the Board of Directors shall be given by the Secretary who shall
give at least twenty-four (24) hours' notice thereof to each director by mail,
telephone, telegram or in person.
Section 3.07 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 in writing signed by such Director. A director, by his or her
attendance at any meeting of the Board of Directors, shall be deemed to have
waived notice of such meeting, unless such attendance was solely for the
purpose of protesting the holding of such meeting.
Section 3.08 Quorum. A majority of the total number of voting
members of the Board of Directors shall constitute a quorum for the
transactions of business, except that when a vacancy or vacancies exist, a
majority of the remaining voting directors shall constitute a quorum.
Section 3.09 Conference Communications. Directors may participate in
any meeting of the Board of Directors, or of any
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duly constituted committee thereof, by means of a conference telephone
conversation or other comparable communication technique whereby all persons
participating in the meeting can hear and communicate with each other. For
the purposes of establishing a quorum and taking any action at the meeting,
such directors participating pursuant to this Section 3.09 shall be deemed
present in person at the meeting; and the place of the meeting shall be the
place of origination of the conference telephone conversation or other
comparable communication technique.
Section 3.10 Vacancies; Newly Created Directorships.
Vacancies in the Board of Directors of this corporation occurring for any
reason shall be filled by vote of a majority of the directors serving at the
time upon recommendation of the Nominating Committee. Newly created
directorships resulting from an increase in the authorized number of directors
by action of the Board, as permitted by Section 3.02 (a), may be filled by a
two-thirds (2/3's) vote of the directors serving at the time of such increase
upon recommendation of the Nominating Committee. Each individual so elected
shall be a director until such director is reappointed or such director's
successor is elected at the next annual meeting or at any meeting duly called
for that purpose.
Section 3.11 Removal. The entire Board of Directors or any
individual director may be removed from office, with or without cause, by vote
of the Class B shareholder.
Section 3.12 Executive Committee. There shall be an Executive
Committee of the Board of Directors consisting of the number of members
determined by the Board of Directors with respect to each fiscal year of the
corporation of up to eleven (11) individuals. The Executive Committee, to the
extent determined by resolution approved by the affirmative vote of a majority
of the entire Board of Directors, shall act in the interval between meetings of
the Board of Directors, shall have and exercise the authority of the Board in
the management of the business of the corporation and shall at all times be
subject to the control and direction of the Board of Directors.
The Executive Committee shall include the Chairman of the Board, the
Vice Chairman of the Board, the President of the corporation, the Secretary of
the corporation, and additional at large members necessary to fill its numbers,
from time to time, and elected by the Board. At all times, the Executive
Committee shall include a majority of physicians who are insured by MMIC. The
Chairman of the Board shall be the Chairman of the Executive Committee.
Section 3.13 Nominating Committee. There shall be a Nominating
Committee of the Board for the sole purpose of recommending individuals to fill
vacancies on the Board of Directors pursuant to Section 3.02(c) of these bylaws.
The Nominating Committee shall be comprised of the Chairman of the Board, the
Vice Chairman of the Board, the Chairman of the Board of Trustees of MMA or his
or her designee, the Chief Executive
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Officer of MMA, and two (2) other physician Board members elected by the Board.
The Nominating Committee shall consider recommendations from the Board Review
and Organization Committee with respect to candidates for Board membership and
shall elicit ideas for nomination of Minnesota physicians from MMA and for
nomination of Iowa physicians from IMS and otherwise shall follow such
procedures and rules as may be established by resolution of the Board of
Directors.
Section 3.14 Board Review and Organization Committee. There shall be a
Board Review and Organization Committee for the purposes of (i) recommending
individuals to the Nominating Committee to fill vacancies on the Board of
Directors pursuant to Section 3.02(c) of these Bylaws, (ii) determining and
establishing criteria and needs of the corporation with respect to the
composition and qualifications of members of its Board of Directors and the at
large members of its committees, (iii) reviewing the performance and
contribution of all directors of the corporation, (iv) recommending individuals
to the Board of Directors to serve as the physician officers of the Corporation,
and (v) recommending to the Board of Directors individuals to serve as at large
members of the various committees of the Board.
The Board Review and Organization Committee shall take the initiative
in seeking out prospective individuals for recommendation who meet the
requirements and needs of the corporation. The Board Review and Organization
Committee shall be comprised of the Chairman of the Board, the Vice Chairman of
the Board, the Secretary, and two (2) other physician Board members elected by
the Board. The Secretary shall serve as the Chairman of the Board Review and
Organization Committee.
Section 3.15 Compensation Committee. There shall be a Compensation
Committee of the Board (i) to review and establish, on recommendation of the
President, the compensation and benefits of all executives of the Corporation,
(ii) in the case of the President, to submit its recommendations with respect
to such matters to the Board for approval, and (iii) to recommend to the Board
for its approval the compensation and benefits of the Chairman, board and
committee members.
The Compensation Committee shall consist of the Chairman of the Board,
the Vice Chairman of the Board and two (2) at large members elected by the
Board. The Chairman of the Board shall serve as chairman of the Compensation
committee.
Section 3.16 Audit/Budget Committee. There shall be an Audit/Budget
Committee of the Board to review and approve the annual audit of the books and
records of the Corporation and, on recommendation of the President, to review
and approve the annual budget of the Corporation prior to its submission to the
Board for its approval.
The Audit/Budget Committee shall consist of the Chairman of the Board,
the Vice Chairman of the Board, the Chairman of the
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Investment Committee and two (2) at large members elected by the Board. The
Vice Chairman of the Board shall serve as chairman of Audit/Budget Committee.
Section 3.16 Other Committees. The Board of Directors may establish,
by resolution approved by the affirmative vote of a majority of the entire
Board of Directors, other committees from time to time, designating the members
of the committee and making such regulations as it deems advisable with respect
to the membership authority and procedures of such committees. Any such
committees are subject at all times to the direction and control of the Board
of Directors.
Section 3.17 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.
Section 3.18 Compensation. Directors and committee members who are
not salaried officers of this corporation shall receive such fixed sum per
meeting attended or such fixed annual sum as shall be determined, from time to
time, by resolution of the Board of Directors. The Board of Directors may, by
resolution, provide that all directors and committee members shall receive
their expenses, if any, of attendance at meetings of the Board of Directors or
any committee thereof. Nothing herein contained shall be construed to preclude
any director from serving this corporation in any other capacity and receiving
proper compensation therefor.
ARTICLE IV.
OFFICERS
Section 4.01 Number. The officers of the corporation shall consist
of a Chairman of the Board, a Vice Chairman of the Board, the President, a
Secretary, a Treasurer, and such other officers and agents as may, from time
to time, be elected by the Board of Directors. Any two (2) offices, except
those of President and Treasurer, may be held by one (1) person.
Section 4.02 Election. Term of Office and Qualifications. At the
initial annual meeting of the Board of Directors, the directors shall elect,
for two (2) year terms, the Chairman of the Board, the Vice Chairman
of the Board, the President, the Secretary, the Treasurer, and such other
officers as may be deemed advisable. The Chairman of the Board and the Vice
Chairman of the Board shall also be members of the Board of Directors. The
other officers need not be members of the Board of Directors. Subsequent
elections of officers shall be held every two (2) years at the annual meeting
of the Board of Directors. Such officers shall hold office for two (2) years
or until their successors are elected and qualify. In the event of the
termination of the
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directorship of any officer who is also a director, such officer shall continue
to hold office until the position is filled for the remainder of the term by
the Board of Directors at a regular meeting. Such a successor shall be
appointed by the Board of Directors as soon as practicable after the
termination of an officer's directorship.
Section 4.03 Removal and vacancies. Any elected officer may be
removed from office by the Board of Directors, 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 elected 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 4.04 Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the shareholders and Directors and shall have such
other duties as may be prescribed, from time to time by the Board of Directors.
The Chairman of the Board shall be a physician director of the corporation.
Section 4.05 Vice Chairman of the Board. The Vice Chairman of the
Board shall preside at all meetings of the shareholders and Directors in the
absence of the Chairman of the Board and shall have such other duties as may be
prescribed, from time to time, by the Board of Directors. The vice Chairman
of the Board shall be a physician director of the corporation.
Section 4.06 President. The President shall have general active
management of the business of the corporation. In the absence of the Chairman
of the Board and the Vice Chairman, the President shall preside at all meetings
of the shareholders and directors. He or she shall be the chief executive
officer of the corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. He or she may execute and deliver,
in the name of the corporation, any deeds, mortgages bonds, contracts or other
instruments pertaining to the business of the corporation and, in general,
shall perform all duties usually incident to the office of the President. The
President shall have the authority to appoint, engage and discharge all other
officers not elected by the Board. He or she shall have such other duties as
may, from time to time, be prescribed by the Board of Directors.
Section 4.07 Vice President. Each Vice President, if one or more are
elected, shall have such powers and shall perform such duties as may be
specified in these Bylaws or prescribed by the Board of Directors or by the
President. In the event of absence or disability of the President the vice
President, in the order determined by the Board of Directors, shall perform the
duties and exercise the powers of the President.
Section 4.08 Secretary. The Secretary shall be secretary of and
shall attend all meetings of the shareholders and Board of Directors and shall
record all proceedings of such
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meetings in the minute book of the corporation. The secretary shall give
proper notice of meetings of shareholders and directors. He or she shall keep
the seal of the corporation, if any, and shall affix the same to any instrument
requiring it and may, when necessary, attest the seal by his or her signature.
He or she shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President. The Secretary shall
be a physician [director of the Corporation].
Section 4.09 Treasurer. The Treasurer shall keep accurate accounts
of all monies of the corporation received or disbursed. The Treasurer shall be
the chief financial officer of the corporation. He or she shall deposit all
monies, drafts and checks in the name of, and to the credit of, the corporation
in such bank and depositories as the Board of Directors shall, from time to
time, designate. He or she shall have power to endorse, for deposit, all
notes, checks and drafts received by the corporation. He or she shall disburse
the funds of the corporation, as ordered by the Board of Directors, making
proper vouchers therefor. He or she shall render to the President and the
directors, whenever required, an account of all his or her transactions as
Treasurer and of the financial condition of the corporation, and shall perform
such other duties as may, from time to time, be prescribed by the Board of
Directors or by the President.
Section 4.10 Compensation. The full-time salaried officers of this
corporation shall receive such compensation for their services in such capacity
as may be determined, from time to time, by the Chief Executive Officer of the
corporation; provided, however, that the President shall receive such
compensation for his or her services as may be determined, from time to time,
by resolution of the Board of Directors.
ARTICLE V.
SHARES AND THEIR TRANSFER
Section 5.01 Certificates for Shares. Unless the Board of Directors
determine by resolution that the shares of the corporation shall be
uncertificated, every owner of shares of the corporation shall be entitled to a
certificate, to be in such form as shall be prescribed by the Board of
Directors, certifying the number of shares of the corporation owned by such
shareholder. The certificates for such shares shall be numbered in the order
in which they shall be issued and shall be signed, in the name of the
corporation, by the President or a vice President and by the Secretary or by
such other officers as the Board of Directors may designate. Such signatures
of the corporate officers may be by facsimile. Every certificate surrendered
to the corporation for exchange or transfer shall be canceled, and no new
certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled,
except in cases provided for in Section 5.04.
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Section 5.02 Issuance of Shares. The Board of Directors is
authorized to cause to be issued shares of the corporation up to the full
amount authorized by the Articles of Incorporation in such amounts as may be
determined by the Board of Directors and as may be permitted by law. No shares
shall be allotted except in consideration of cash or other property, tangible
or intangible, received or to be received by the corporation, or services
rendered or to be rendered to the corporation, or of an amount transferred from
surplus to stated capital upon a share dividend. In the event the
consideration received is a note from the purchaser, no shares shall be issued
until the note has been paid. At the time of such allotment of shares, the
Board of Directors making such allotments shall state, by resolution, their
determination of the fair value to the corporation in monetary terms of any
consideration other than cash for which shares are allotted. The amount of
consideration to be received in cash, or otherwise, shall not be less than the
par value of the shares so allotted.
Section 5.03 Share Restrictions.
A. Class A Common Shares.
(i) Class A common shares of the corporation shall be issued
only to individual physicians insured by Midwest Medical Insurance Company
("MMIC"), a wholly owned subsidiary of the corporation, and in joint names to
such physicians and their respective medical practice groups or clinics, as
agreed upon between any such physician and his or her affiliated medical
practice group or clinic ("Affiliated Entities").
In the case of former policyholders of Iowa Physicians Insurance Trust
("IPMIT") which are partnerships, professional corporations or other entities
("Affiliated Entities"), shares to be issued upon the merger of IPMIT with MMIC
will be issued in the joint names of the entity and the former IPMIT members
who are individual physicians associated with the Affiliated Entities. Shares
to be issued after the effectiveness of such merger with respect to Iowa
policyholders and insureds shall be issued in the same manner. In all such
situations, the shares can be voted only by the physician shareholders but,
except as otherwise directed in writing to MMIHC with respect to shares to be
issued after the effectiveness of such merger, all of the beneficial ownership
rights to the shares (dividend, redemption and liquidation rights) will be
vested in the Affiliated Entity.
Except as otherwise provided herein, no Class A common shares of the
corporation shall be pledged, sold, assigned, or otherwise transferred in any
way to any person other than the corporation. The corporation shall have the
right to and shall redeem any and all Class A common shares of the corporation,
held by an individual physician or held jointly by such physician and his or
her medical practice group or clinic, upon the expiration or
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termination for any reason of the professional liability insurance policy
issued by MMIC to such physician.
(ii) The purchase price per share to be paid by the corporation
upon such redemption of Class A common shares shall be the net book value of
the corporation, excluding the amount of net book value of the corporation that
is attributable to MMIC, divided by the number of Class A common shares of the
corporation outstanding. Such purchase price per share shall be determined
semi-annually as of June 30 and December 31 of each year, and the purchase
price paid upon any redemption shall be the purchase price determined at the
most recent semi-annual valuation.
(iii) Within ten (10) days after the expiration or termination of
professional liability coverage of a physician shareholder of MMIC, such
physician and any Affiliated Entity that is a joint owner of any Class A common
shares of the corporation shall deliver to the corporation either (a) the
certificate or certificates evidencing such Class A common shares, duly endorsed
to permit transfer of such shares to the corporation or (b) in the absence of
such certificate(s) a written instruction directing the Corporation to make such
payments to one, the other, or both joint owners. Upon receipt of such stock
certificate(s) or written instruction, the corporation shall pay the purchase
price for the redeemed Class A common shares to the shareholder(s) entitled
thereto.
B. Class B Shares. The Class B share may be owned only by the
Minnesota Medical Association. The Class B share has no statutory or other
right of common stock except that it has the sole right to elect the Board of
Directors of the corporation. The share is not transferable, except to the
corporation and may be redeemed at cost at any time by the corporation by vote
of the Class A shareholders pursuant to Article II hereof and as provided in
Article 4 of the Articles of Incorporation of the corporation.
Section 5.04 Loss of Certificates. Any shareholder claiming a
certificate for shares to be lost or destroyed shall make an affidavit of that
fact in such form as the Board of Directors shall require and shall, if the
Board of Directors so requires, give the corporation a bond of indemnity in
form, in an amount, and with one (1) or more sureties satisfactory to the Board
of Directors, to indemnify the corporation against any claim which may be made
against it on account of the reissue of such certificate, whereupon a new
certificate may be issued in the same tenor and for the same number of shares as
the one alleged to have been destroyed or lost.
ARTICLE VI.
DIVIDENDS, SURPLUS, ETC.
Section 6.01 Dividends. Subject to the provisions of the Articles of
Incorporation, of these Bylaws, and of law, the
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Board of Directors may declare dividends on Class A shares from paid-in surplus,
earned surplus, or from net earnings for the current or preceding fiscal year
of the corporation whenever, and in such amounts as, in its opinion, are deemed
advisable.
Section 6.02 Use of Surplus, Reserve. Subject to the provisions of
the Articles of Incorporation and of these Bylaws, the Board of Directors, in
its discretion, may use, and apply, any of the net assets or net profits of
the corporation applicable for such purpose in purchasing or acquiring any of
the shares of the corporation in accordance with law, or any of its bonds,
debentures, notes, scrip or other securities or evidence of indebtedness or,
from time to time, may set aside from its net assets or net profits such sum or
sums as it, in its absolute discretion, may think proper as a reserve fund for
any purpose it may think proper.
Section 6.03 Record Date. Subject to any provisions of the Articles
of Incorporation, the Board of Directors may fix a date not exceeding sixty
(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
notwithstanding may transfer of shares on the books of the corporation after
the record date. The Board of Directors may close the books of the corporation
against the transfer of shares during the whole or any part of such period.
ARTICLE VII,
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
Section 7.01 Books And Records. The Board Of Directors of the
corporation shall cause to be kept:
(a) a share register, giving the names and addresses of the
shareholders, the number and classes held by each, and the dates on which the
certificates therefor were issued;
(b) records of all proceedings of shareholders and Directors; and
(c) such other records and books of account as shall be necessary and
appropriate to the conduct of the corporate business.
Section 7.02 Documents Kept at Registered Office. The Board of
Directors shall cause to be kept at the registered office of the corporation
originals or copies of:
(a) records of all proceedings of shareholders and Directors:
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(b) Bylaws of the corporation and all amendments thereto; and
(c) reports made to any or all of the shareholders within the next
preceding three (3) years.
Section 7.03 Fiscal Year. The fiscal year of the corporation shall
be determined by the Board of Directors.
ARTICLE VIII.
INSPECTION OF BOOKS
Section 8.01 Examination by Shareholders. Every shareholder of the
corporation and every holder of a voting trust certificate shall have a right
to examine, in person or by agent or attorney, at any reasonable time or times,
for any proper purpose, and at the place or places where usually kept, the
share register, books of account and records of the proceedings of the
shareholders and Directors and to make extracts therefrom.
Section 8.02 Information to Shareholders. Upon request by a
shareholder of the corporation, the Board of Directors shall furnish to such
shareholder a statement of profit and loss for the last fiscal year and a
balance sheet containing a summary of the assets and liabilities as of the
close of such fiscal year.
ARTICLE IX.
LOANS TO OFFICERS, DIRECTORS, SHAREHOLDERS
Section 9.01 Loans to Shareholders Prohibited. The corporation shall
not lend any of its assets to shareholders.
Section 9.02 Loans to Officers, Employees and Directors. The
corporation may lend money to, or guarantee an obligation of, or otherwise
assist an officer or other employee of the corporation or of a subsidiary of
the corporation, including an officer or employee who is a Director of the
corporation or of the subsidiary, whenever, in the judgment of a majority of
the Directors, the loan, guaranty, or assistance may reasonably be expected to
benefit the corporation and is approved by the majority of the Directors. The
loan, guaranty, or other assistance may be with or without interest, and may be
unsecured, or may be secured in the manner as a majority of the Directors
approve, including, without limitation, a pledge of or other security interest
in shares of the corporation. Nothing in this section shall be deemed to deny,
limit, restrict the powers of guaranty or warranty of the corporation at
common law or under a statute of the State of Minnesota.
ARTICLE X.
INDEMNIFICATION OF CERTAIN PERSONS
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Section 10.01 The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended.
ARTICLE XI
AMENDMENTS
Section 11.01 These Bylaws may be amended or altered by a vote of the
majority of the voting members of the whole Board of Directors at any meeting
provided that notice of such proposed amendment shall have been given in the
notice given to the Directors of such meeting. Such authority in the Board of
Directors is subject to the power of the Class A shareholders to change or
repeal such Bylaws as provided in the Articles of Incorporation. The Board of
Directors shall not make or alter any Bylaws fixing their qualifications,
classifications or term of office.
ARTICLE XII.
SECURITIES OF OTHER CORPORATIONS
Section 12.01 Voting Securities Held by the Corporation.
Unless otherwise ordered by the Board of Directors, the President 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 President 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 may, from
time to time, grant such power and authority to one (1) or more other person
and may remove such power and authority from the President and confer such
power and authority upon any other person or persons.
Section 12.02 Purchase and Sale of Securities. Unless otherwise
ordered by the Board of Directors, the President 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 may, from
time to time, confer like powers upon any other person or persons.
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MIDWEST MEDICAL INSURANCE HOLDING COMPANY
INDEMNIFICATION RESOLUTION
RESOLVED, that Article X of the Bylaws of the Corporation shall be amended
to read as follows:
ARTICLE X
INDEMNIFICATION OF CERTAIN PERSONS
Section 10.01 The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to
such extent as permitted by Section 302A.521 of the Minnesota Statutes, as
now enacted or hereafter amended. "Such persons" shall be deemed to
include members of standing, ad hoc, special or other committees of the
Board of Directors or of the Corporation created by, or upon the authority
of, the Board of Directors (who shall be treated as though they are members
of the Board of Directors for purposes of this Article X); and independent
contractors or agents of the Corporation or of any subsidiary of the
corporation, or any director, officer, or employee of any subsidiary of the
corporation, to whom the President has extended the benefits of this
Article X pursuant to written declaration or contract (who shall be treated
as though they are officers of the Corporation for purposes of this Article
X).
PASSED BY THE BOARD OF DIRECTORS FEBRUARY 24, 1999
