-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IbWwyufklYQzQBg6Z5kzDtLqxTsV48oLucUyOdoz+Wi5km1+ziRDh5Js3DhSMNez 3zfFtcREWVbu5ACZJn5H2w== 0000069999-96-000013.txt : 19960315 0000069999-96-000013.hdr.sgml : 19960315 ACCESSION NUMBER: 0000069999-96-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960304 ITEM INFORMATION: Other events FILED AS OF DATE: 19960314 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0000069999 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 410850527 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03713 FILM NUMBER: 96534694 BUSINESS ADDRESS: STREET 1: 11000 PRAIRIE LAKES DR CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128293000 MAIL ADDRESS: STREET 1: P O BOX 9365 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 8-K 1 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.) 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). 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 INDEX TO EXHIBITS Exhibits 3.2 Bylaws of the Company, amended and restated as of March 4, 1996 EX-3.2 2 EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS of NATIONAL COMPUTER SYSTEMS, INC. As of March 4, 1996 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 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. -----END PRIVACY-ENHANCED MESSAGE-----