7.2. Contents of Certificates. The certificates of stock shall be numbered and
shall be entered in the books of the Corporation as they were issued. A certificate
representing shares of this Corporation shall contain on its face: (a) The name of the
Corporation; (b) A statement that the Corporation is incorporated under the laws of
the State of Minnesota; (c) The name of the person or entity to whom it is issued; (d)
The number and class of shares, and the designation of the series, if any, that the
certificate represents; (e) The signature of the officer or officers issuing the certificate;
and, (f) the Corporate seal, mechanically imprinted.
7.3. Restrictive Stock Legends. If required by Federal or State Securities Laws,
the Corporation shall place restrictive legends on the back of the stock certificate.
Further, and as required by law, the Corporation shall request a restrictive stock
subscription agreement to be signed by the shareholder before issuance of any stock.
7.4. Removal of Restrictive Stock Legends. When stock restrictions no longer
apply to the shareholder’s certificate and at the request of the shareholder, the
Corporation shall remove any restrictive legends by first canceling out the existing
certificate when properly surrendered to the Corporation and then reissuing a new
certificate without the restrictive legends back to the shareholder.
7.5.Cancellation of Certificates. All certificates surrendered to the Corporation
shall be canceled.
7.6. Registered Shareholders. Unless otherwise provided by the laws of the
State of Minnesota, the shareholder of record on the books of the Corporation shall,
insofar as the Corporation is concerned, be deemed to be the holder in fact of the
share or shares appearing in his name, and the Corporation shall be entitled to deal
with him as such, not-withstanding it may have notice of an equitable or other
claim to, or interest in, said share or shares.
7.7. Transfer of Stock . Shares of capital stock of the Corporation may be
transferred upon the books of the Corporation by the holder thereof, in person or by
his duly authorized attorney, upon surrender to the Secretary of the certificate for
cancellation, who thereupon shall issue a new certificate for a like number of shares
to the transferee thereof.
7.8. Transfer Agent and Registrar . The Board of Directors may appoint a
transfer agent and a registrar of transfers and may require all stock certificates to bear
the signature of such transfer agent and of such registrar of transfers. The Board of
Directors shall also have the power to make all rules and regulations as they may
deem expedient concerning the issue, transfer and registration of certificates of
shares of the capital stock of the Corporation.
7.9. Lost and Destroyed Certificates . Any person who claims that his
certificate of stock has been lost, stolen or destroyed and requests that a new
certificate shall be issued to him in place of said lost or destroyed certificate shall
furnish the Corporation with a notarized statement of the facts concerning the loss,
theft, or destruction of said certificate. The Corporation may, at the discretion of the
Board of Directors, require a surety bond in such amount and in the form as is
deemed necessary prior to authorizing the Corporation to issue a new and
replacement certificate. Otherwise, replacement certificates shall be governed by
Minnesota Statute § 302A.419 which states new certificates may be issued to replace
lost, stolen, or destroyed certificates and in no case will a replacement certificate
constitute an overissue of the shares it represents.
7.10. Closing Transfer Books . For purposes of determining shareholders
eligible for meeting notice and eligible for voting in shareholder meetings, the stock
transfer books will be closed sixty (60) days prior to each said meeting. The Board of
Directors shall have the power to close the stock transfer books for such meetings,
dividends or other shareholder business or to fix in advance a date as the record date
for any such determination of shareholders.
7.11. Declaration of Dividends . The Board of Directors shall have the
authority to declare dividends upon the shares of the Corporation to the extent
permitted by the Articles of Incorporation and by Law.
Article 8
Fiscal Year
8.1. Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day
of January and end on the 31st day of December in each year.
Article 9
Amendments
9.1. Amendment to By-Laws . These By-Laws may be altered, amended or
repealed by the affirmative vote of a majority of the members present at a duly
called meeting of the Board of Directors or by a majority vote of the shareholders
provided that notice of the alteration, amendment, or repeal be contained in the
meeting notice. [On February 12, 1998, shareholders voted to change this article and
eliminated the provision requiring a super majority vote to change by-laws. In its
place, a simple majority vote was adopted.]
Article 10
Minnesota Business Corporation
10.1. Statute 302A. This Corporation is incorporated under the Minnesota
Business Corporation Act, Minnesota Statute 302A. Except as otherwise provided
for within these By-Laws or the Corporation’s Articles of Incorporation, Minnesota
Statute 302A shall govern the operation of this Corporation.
10.2. Corporate Records. The Corporation shall keep at the registered office:
(a) The Share Register; (b) Copies of or the original records of all Shareholder and
Director proceedings; (c) Copies of or the original Articles of Incorporation and By-
Laws and all amendments thereto; (d) Copies of or the original reports made to any
or all shareholders during the preceding three (3) years; (e) The names and addresses
of the principle officers; and, (f) all other documents or records required by
Minnesota § 302A.461 to be kept at the Corporation’s registered office.
10.3. Powers. The Corporation shall have all of the powers granted in
Minnesota § 302A.161 and those also available to the Corporation under any other
law of the State of Minnesota and laws amendatory and supplementary thereto,
including but not limited to the following specific powers: (a) To enter into one or
more partnership agreements or one or more joint venture agreements with any
other person, firm, or corporation; (b) To become surety for or guarantee the
carrying out and performance of any contract, lease, or obligation of any kind of any
person, firm or corporation in connection with the carrying on of any business
which in the judgment of the Board of Directors of this Corporation will be of
benefit to this Corporation; and, (c) To acquire, hold, pledge, mortgage, hypothecate,
sell or otherwise dispose of the shares, bonds, securities and other evidences of
indebtedness of any person or of any domestic or foreign corporation, including
those of this Corporation.
All Articles Approved by Board of Directors
Articles 2.2, 2.6, 2.7, 3.1 and 9.1 Approved by Shareholders
Effective today, February 11, 1999, these By-Laws supersede the Corporation’s
original By-Laws and all amendments thereto. All Articles herein have been fully
approved by the Board of Directors. Pursuant to Minnesota Statutes Chapter 302A,
Articles 2.6, 2.7, 3.1 and 9.1 were approved by action of the stockholders at their
annual meeting in 1998. Article 2.2 was changed by action of the stockholders on
February 11, 1999.
Edward G. Palmer, President & CEO
