of
SolarAttic, Inc.
Article 1
Name/Registered Office/Seal
1.2. Registered Office. The registered office of the Corporation shall be located
at 15548 95th Circle NE, Elk River, Minnesota 55330-7228. The registered office may
be changed from time to time by resolution duly adopted by the Board of Directors
and upon compliance with the provisions of the laws of the State of Minnesota with
regard thereto including the filing of a change of registered office with the Secretary
of State pursuant to Minnesota § 302A.123. The Corporation may also maintain
office at such other places, within or without the State of Minnesota as the Board of
Directors may from time to time appoint, or as the business of the Corporation may
require.
1.3. Seal. The corporate seal of the Corporation shall be circular in form,
inscribed on the circumference with the words “SolarAttic, Inc. - Minnesota 1986”
and in the center with the words “Corporate Seal.” A facsimile of the seal is hereto
affixed. The seal may be used by causing it, or a facsimile thereof, to be impressed,
affixed, engraved, printed, placed, stamped with indelible ink, or in any other
manner reproduced on any document. Pursuant to Minnesota § 302A.163, the use
of the seal is not required and the use or non use of the seal does not affect the
validity, recordability, or enforceability of any document or act of the Corporation.
Article 2
Shareholder Meetings
2.1. Place. All meetings of the shareholders shall be held at the registered
office of the Corporation or in such other place as may be designated by the President
and set out in the notice of the meeting.
2.2. Annual Meetings. The annual meeting of the shareholders shall be held
on the second Thursday of May each year if the same is not a legal holiday, and if the
same is a legal holiday, then on the next secular day following, at the hour of seven
o’clock in the evening [7:00 p.m.], for the purpose of electing a Board of Directors and
for the transaction of such other business as may properly come before the meeting.
If, for any cause, any annual meeting of the shareholders shall not be held at the
time prescribed in this section, or an election of the directors shall not then be had,
the same may be held at any time thereafter upon notice as hereinafter provided in
respect to special meetings. [On 12/13/95, the Board of Directors changed the day
from the second Wednesday in February to the second Thursday. On February 11,
1999, Stockholders changed the month from February to May.]
2.3. Special Meetings. Special meetings of the shareholders may be called by
the Chief Executive Officer, Chief Financial Officer, President, Two or more
Directors of the Board or by holders of not less than one-tenth of the voting power
of the shareholders.
2.4. Notice. A written or printed notice stating the place, day and hour of the
meeting, and, if it be a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than forty
(40) days before the date of the meeting, by or at the direction of the President, Vice
President or Secretary, to each shareholder of record sixty (60) days prior to the date
of the meeting. Only shareholders of record sixty (60) days prior to a meeting are
entitled to notice and allowed to vote at such a meeting. Any shareholder may, by
instrument in writing, waive any notice required to be given in these By-Laws or as
a matter of law.
2.5. Delivery of Notice. Notices of meetings shall be delivered personally or
by mail. If mailed, such notices shall be deemed to be delivered when deposited in
the United States mail in a sealed envelope addressed to each shareholder at his
address as it appears on the records of the Corporation, with postage thereon
prepaid.
2.6. Quorum. Thirty Four percent (34%) of the shares entitled to vote at a
meeting of the shareholders, represented in person or by proxy, shall constitute a
quorum for the transaction of business at the meeting. In the absence of a quorum,
a majority of the shareholders present may adjourn a meeting from time to time
until a quorum is present. Pursuant to Minnesota § 302A.443 if a quorum is present
when a duly called or held meeting is convened, the shareholders present may
continue to transact business until adjournment, even though the withdrawal of a
number of shareholders originally present leaves less than the proportion or
number otherwise required for a quorum.
2.7. Voting Generally. At every shareholder’s meeting every shareholder
shall be entitled to vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact, provided that no proxy shall
be valid after eleven (11) months from the date of its execution, unless otherwise
provided for in the proxy. Each shareholder shall have one vote for each
outstanding share registered in his name on the books of the Corporation on each
matter submitted to a vote at a meeting of shareholders. All elections shall be had
and all questions decided by a majority vote. [On February 12, 1998, shareholders
eliminated the provision allowing super majority voting to change articles or by-
laws and adopted a simple majority vote for all questions.]
2.8. Voting for Directors. In all elections for directors, every shareholder shall
have the right to vote in person or by proxy, the number of shares owned by him,
for as many persons as there are directors to be elected. There shall be no
cumulative voting for directors as provided in the Articles of Incorporation of this
Corporation.
2.9. Determination of Vote. Subject to the provisions of the laws of the State
of Minnesota and the Articles of Incorporation, all elections and all questions shall
be decided by plurality vote of the shares presented and entitled to be voted at the
meeting whereat such election shall be had, or such question submitted, provided a
quorum be present or represented at such meeting. The voting at all meetings of
shareholders, except as may be otherwise provided by law, shall be viva voce, but
upon demand made by a shareholder at any election for directors, before the voting
begins, the election shall be by ballot.
2.10. Action Without a Meeting . Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if authorized by a
writing or writings signed by ALL of the shareholders who would be entitled to a
notice of a meeting for such purpose. The written action is effective when it has
been signed by all of those shareholders, unless a different effective time is provided
for in the written action.
Article 3
Board of Directors
3.1. Number and Qualification. The business and affairs of the Corporation
shall be managed by a Board of Directors which shall consist of three (3) members
until the Corporation has Three Hundred (300) shareholders, at which time the
Board of Directors will consist of five (5) members.
3.2. Term of Office . At each annual meeting, the shareholders shall elect
directors to hold office until the next succeeding annual meeting. Each director
shall hold office for the term of one year or until his successor shall have been
elected and qualified. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
3.3. Vacancies. Any vacancy in the Board of Directors through death,
resignation, disqualification or otherwise, and any Directorship to be filled by reason
of an increase in the number of Directors may be filled by the affirmative vote of the
majority of the remaining Directors.
3.4. Regular Meeting. A regular annual meeting of the Board of Directors for
the election of officers and the transaction of such other business as may come
before the meeting shall be held immediately after the adjournment of each regular
annual meeting of the shareholders at the same place as was held the meeting of the
Shareholders, and no notice thereof shall be required to be given to the newly
elected directors provided a majority of the whole Board be present. If, for any
reason, the regular annual meeting shall not be held at the time herein provided,
the business thereof may be transacted at any special meeting called for that purpose
upon notice as hereinafter provided.
3.5. Special Meeting. Special meetings of the Board of Directors may be called
at any time by the Chief Executive Officer, Chief Financial Officer, President, the
Board of Directors, or any two directors, and shall be held on such date and at such
place as may be specified by the authority calling the meeting and set out in the
notice of the meeting. Meetings of the Board of Directors may be held at anytime or
place for any purpose without notice or call when all of the directors are present or
shall waive notice of the holding of such meeting.
3.6. Notice of Meetings . A written or printed notice of each regular and
special meeting, stating the place, day and hour and, in the case of special meetings,
the purpose or purposes of the meeting, shall be delivered to each director in
person, by telegram or by facsimile transmission at least three (3) days before such
