shall be deemed to be delivered when deposited in the United States mail in a sealed
envelope addressed to the director at his last known address, with postage thereon
prepaid. If notice is given by telegram, such notice shall be deemed to be delivered
when deposited, similarly addressed and with postage prepaid, at any office or
agency of any telegraph or radio communication company. If notice is given by
facsimile transmission, such notice shall be deemed to be delivered when a
successful facsimile transmission is recorded within the company’s computer
facsimile transmission log stating the date, time and phone number of the
successful transmission and where the transmission was sent to the director at his
last known facsimile phone number.
3.7. Waiver of Notice . Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
3.8. Quorum. A majority of the Board of Directors shall constitute a quorum
for the transaction of business at a meeting of the Board of Directors, and the act of a
majority of the directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time until a quorum is
present. If a quorum is present when a duly called or held meeting is convened, the
directors present may continue to transact business until adjournment, even
though the withdrawal of a number of directors originally present leaves less than
the proportion or number otherwise required for a quorum. [Minnesota § 302A.235]
3.9. Compensation. Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board of Directors, a fixed sum and expenses
for attendance, if any, may be allowed for attendance at any meeting of the Board of
Directors, provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
3.10. Powers. In addition to the powers and authorities by these By-Laws
expressly conferred upon the directors, the Board of Directors may exercise all such
powers of the Corporation and do all such lawful actions and things as are not by
statute or by the Articles of Incorporation or by these By-Laws directed or required to
be exercised or done by the shareholders.
3.11. Action in Writing. Any action which may be taken at a meeting of the
Board of Directors or of the Executive Committee may be taken without a meeting if
authorized by a writing or writings signed by all of the directors or all of the
members of the Executive Committee, as the case may be.
Officers
4.1. Enumeration. The officers of this Corporation shall consist of a Chief
Executive Officer (CEO) which shall be considered the same as the President, a Chief
Financial Officer (CFO) which shall be considered the same as the Treasurer, one or
more Vice Presidents, a Secretary, and such other officers and assistant officers as
shall from time to time be determined by the Board of Directors.
4.2. Elections. The officers shall be elected by the Board of Directors at its
regular meeting held after the annual meeting of the shareholders. Additional
offices created by the Board of Directors may be filled at such time and in such
manner as the Board may determine.
4.3. Term. All officers shall hold office until the next annual meeting of the
Board of Directors and until their successors shall have been elected and qualified.
Assistant officers shall serve at the pleasure of the Board of Directors. An officer
elected to fill a vacancy shall hold office during the unexpired term of his
predecessor. An officer elected to fill a newly created office shall hold office until the
next annual meeting of the directors and until his successor shall have been elected
and qualified.
4.4. Vacancies. Any vacancy occurring in any office because of death,
resignation, removal, disqualification or other cause, and any office to be filled by
reason of an increase in the number of officers, may be filled by election at the
annual meeting of directors, or at a regular or special meeting of directors.
Article 5
Officers - Powers and Duties
5.1. Chief Executive Officer . The Chief Executive Officer (CEO) shall be
considered the same as the President of this Corporation unless otherwise provided
by the Board of Directors. The Chief Executive Officer shall: (a) Have general active
management of the business of the Corporation; (b) When present, preside at all
meetings of the Board and of the shareholders; (c) See that all orders and resolutions
of the Board are carried into effect; (d) Have full authority to sign, execute, 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 the Articles of Incorporation or By-laws or by the
Board to some other officer or agent of the Corporation; (e) Maintain records of and,
whenever necessary, certify all proceedings of the Board and the shareholders; (f)
and affairs of the Corporation; (h) Supervise and direct the officers, agents and
employees of the Corporation; (i) Perform all duties incident to the office of the
President and Chief Executive Officer, and, subject to such limitations as may be
enacted from time to time by the Board of Directors, shall have full power to
appoint, fix compensation for and discharge any agents and employees of the
Corporation.
5.2. Chief Financial Officer . The Chief Financial Officer (CFO) shall be
considered the same as the Treasurer unless otherwise provided for by the Board of
Directors. The Chief Financial Officer shall: (a) Keep accurate financial records for
the Corporation; (b) Deposit all money, drafts and checks in the name of and to the
credit of the Corporation in the banks and depositories designated by the Board; (c)
Endorse for deposit all notes, checks and drafts received by the Corporation as
ordered by the Board, making proper vouchers therefor; (d) Disburse Corporate
funds and issue checks and drafts in the name of the Corporation, as ordered by the
Board or CEO; (e) Render to the Chief Executive Officer and the Board, whenever
requested, an account of all transactions by the Chief Financial Officer and of the
financial condition of the Corporation; (f) Perform other duties prescribed by the
Board or by the Chief Executive Officer; (g) Have the custody of all the Corporate
funds and securities; (h) Exhibit at all reasonable times the Corporate books and
accounts to any of the directors upon application during business hours at the
principle office of the Corporation, or at such other place within the State of
Minnesota as the Board of Directors may designate for the keeping of such books
and records; and, (i) Perform all acts incident to the position of Chief Financial
Officer, subject to the control of the Chief Executive Officer and the Board.
5.3. Vice Presidents . Each Vice President shall perform such duties and
exercise such powers as the Chief Executive Officer & President or the Board of
Directors may from time to time prescribe. In the absence or disability of the
President, the Vice President expressly designated by the Board of Directors, or, in
the absence of such designation, the Vice Presidents in the order of their respective
election, shall perform the duties and exercise the powers of the President.
5.4. Secretary. The Secretary shall attend all sessions of the Board of Directors
and all sessions of the shareholders and act as clerk thereof and record all votes and
the minutes of the proceedings in a book to be kept for that purpose, and shall
perform all duties for any committees when required. He shall give or cause to be
given notice of all meetings of the shareholders and of the Board of Directors when
required to do so by the President, and shall perform such other duties as may be
prescribed by the Board of Directors or by the President, under whose supervision he
shall be. He shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix the seal to any instrument requiring the
same. He may, with the President, execute all authorized contracts, agreements,
bonds or other evidence of indebtedness of the Corporation. He shall have charge of
of which shall at all reasonable times be open to the examination of any director
upon application during business hours at the principle office of the Corporation or
at such other place within the State of Minnesota as the Board of Directors may
designate for the keeping of such books. Certificates of the shares of stock of the
Corporation, when signed by the President, shall also be signed by the Secretary
unless both offices are held by the same person.
5.5. Other Officers. The Board may elect or appoint, by resolution approved
by the affirmative vote of a majority of the directors present, any other officers or
agents the Board deems necessary for the operation and management of the
Corporation, each of whom shall have the powers, rights, duties, responsibilities
and terms in office provided for in the Articles of Incorporation or By-Laws or as
determined by the Board of Directors.
5.6. Multiple Offices. Any number of offices or functions of those offices may
be held or exercised by the same person.
5.7. Compensation. All compensation of the officers shall be fixed, from time
to time, by the Board of Directors, and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation. All
officers of the Corporation, other than directors, shall be entitled to reasonable
compensation for services rendered to the Corporation, including performance of
their official duties, unless the Board of Directors shall expressly, by motion or
resolution, provide that no compensation shall be paid therefor.
Article 6
Directors and Officers
6.1. Indemnification. Indemnification of Directors and Officers shall be as
provided for in the Minnesota Business Corporation Act § 302A.521.
Article 7
Certificates of Stock
7.1. Form. The certificates of stock of the Corporation shall be in the form
presently used, or in such other form, not inconsistent with the Articles of
Incorporation or the laws of the State of Minnesota, as may be approved by the
Board of Directors. All certificates of stock shall be signed by the President or Vice
President and the Secretary unless one person holds both offices; and shall be sealed
with the seal of the Corporation.
