Attached files
| file | filename |
|---|---|
| EX-23 - EXHIBIT 23 - HNI CORP | ex23.htm |
| EX-21 - EXHIBIT 21 - HNI CORP | ex21.htm |
| EX-3.1 - EXHIBIT 3.1 - HNI CORP | ex3_1.htm |
| EX-31.1 - EXHIBIT 31.1 - HNI CORP | ex31_1.htm |
| EX-10.6 - EXHIBIT 10.6 - HNI CORP | ex10_6.htm |
| EX-10.2 - EXHIBIT 10.2 - HNI CORP | ex10_2.htm |
| EX-31.2 - EXHIBIT 31.2 - HNI CORP | ex31_2.htm |
| EX-32.1 - EXHIBIT 32.1 - HNI CORP | ex32_1.htm |
| EX-10.15 - EXHIBIT 10.15 - HNI CORP | ex10_15.htm |
| EX-10.25 - EXHIBIT 10.25 - HNI CORP | ex10_25.htm |
| EX-10.26 - EXHIBIT 10.26 - HNI CORP | ex10_26.htm |
| EX-10.12 - EXHIBIT 10.12 - HNI CORP | ex10_12.htm |
| 10-K - HNI CORP 10-K 1-2-2010 - HNI CORP | form10-k.htm |
Exhibit
3.2
BY-LAWS
OF
HNI
CORPORATION
Adopted
on September 7, 1960.
Amended
on April 23, 1964, April 28, 1966, August 13, 1969, April 15, 1970,
February
12, 1976, July 23, 1976, January 11, 1977, February 13, 1977, April 18,
1977,
July 28,
1977, July 29, 1977, October 27, 1977, February 27, 1978, February 19,
1979,
August 1,
1979, March 3, 1980, April 30, 1980, October 29, 1980, August 3,
1982,
January
31, 1983, October 31, 1983, October 30, 1984, February 5, 1985, May 6,
1985,
February
4, 1986, August 5, 1986, February 15, 1988, July 7, 1988, March 13,
1990,
February
11, 1991, April 29, 1991, July 29, 1991, May 5, 1992, November 2,
1992,
May 11,
1993, February 14, 1994, May 10, 1994, November 13, 1995, May 14,
1996,
May 12,
1997, March 4, 1998, July 29, 1998, November 10, 2000, November 7,
2002,
February
12, 2003, May 5, 2003, November 7, 2003, February 11, 2004, August 2,
2004,
May 3,
2005, November 11, 2005, November 10, 2006, May 8, 2007, August 7,
2007,
November
7, 2008 and November 19, 2009.
ARTICLE
1. OFFICES AND PLACES OF BUSINESS
Section
1.01. Principal Place of Business. The principal
place of business of the Corporation shall be located in such place, within or
without the State of Iowa, as shall be fixed by or pursuant to authority granted
by the Board of Directors from time to time.
Section
1.02. Registered Office. The registered office of
the Corporation required by the Iowa Business Corporation Act to be maintained
in the State of Iowa may be, but need not be, the same as its principal place of
business. The registered office may be changed from time to time by
the Board of Directors as provided by law.
Section
1.03. Other Places. The Corporation may conduct its
business, carry on its operations, have offices, carry out any or all of its
purposes, and exercise any or all of its powers anywhere in the world, within or
without the State of Iowa.
ARTICLE
2. SHAREHOLDERS
Section
2.01. Annual Meeting. The annual meeting of the
shareholders shall be held in each year at such time and place as shall be fixed
by the Board of Directors or by the Chairman of the Board of Directors;
provided, however, that the annual meeting shall not be scheduled on a legal
holiday in the state where held. Any previously scheduled annual
meeting may be postponed by resolution of the Board of Directors and on public
notice given prior to the date previously scheduled for such annual
meeting. At the annual meeting, the shareholders shall elect
Directors as provided in Section 3.02 and may conduct any other business
properly brought before the meeting. (As amended 4/23/64, 8/1/79,
10/31/83, and 4/29/91.)
Section
2.02. Special Meetings. Special
meetings of the shareholders, for any purpose or purposes, may be called,
and the time and place thereof fixed by the Board of Directors or by the holders
of not less than 50 percent of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting. Business
conducted at any special meeting of shareholders shall be limited to the
purposes stated in the notice of the meeting. Any previously
scheduled special meeting of shareholders may be postponed by resolution of the
Board of Directors and public notice given prior to the date previously
scheduled for such special meeting of shareholders. (As amended 4/23/64,
8/1/79, 4/29/91 and 11/7/03.)
Section
2.03. Place of Shareholders' Meetings. Any annual
meeting or special meeting of shareholders may be held at any place, either
within or without the State of Iowa. The place of each meeting of
shareholders shall be fixed as provided in these By-laws, or by a waiver or
waivers of notice fixing the place of such meeting and signed by all
shareholders entitled to vote at such meeting. If no designation is
made of the place of a meeting of shareholders, the place of meeting shall be
the registered office of the Corporation in the State of Iowa.
Section
2.04. Notice of Shareholders' Meetings. Written or
printed notice stating the place, day, and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten days (unless a longer period shall be required by
law) nor more than sixty days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid. (As amended 4/29/91.)
Section
2.05. Closing of Transfer Books; Fixing of Record
Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, seventy
days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least fifteen days immediately
preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days and, in case of a meeting of shareholders, not less than fifteen days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the Board of Directors does not
provide that the stock transfer books shall be closed and does not fix a record
date for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the record date for such determination of shareholders shall be
seventy days prior to the date fixed for such meeting or seventy days prior to
the date of payment of such dividend, as the case may be. When any
record date is fixed for any determination of shareholders such determination of
shareholders shall be made as of the close of business on the record
date. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof. (As amended
4/30/80, 8/3/82 and 4/29/91.)
2
Section
2.06. Voting List. The officer or agent having
charge of the stock transfer books for shares of the Corporation shall make, at
least ten days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten days prior to such meeting shall
be kept on file at the registered office of the Corporation and shall be subject
to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of
shareholders. Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at such
meeting. (As amended 4/29/91.)
Section
2.07. Quorum of Shareholders. Except as otherwise
expressly provided by the Articles of Incorporation or these By-laws, a majority
of the outstanding common shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders.
Section
2.08. Adjourned Meetings. Any meeting of
shareholders may be adjourned from time to time and to any place, without
further notice, by the chairman of the meeting or by the affirmative vote of the
holders of a majority of the outstanding common shares entitled to vote and
represented at the meeting, even if less than a quorum. At any
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified. (As amended 4/29/91.)
Section
2.09. Vote Required for Action. The vote required
for the adoption of any motion or resolution or the taking of any action at any
meeting of shareholders shall be as provided in the Articles of
Incorporation. However, action may be taken on the following
procedural matters by the affirmative vote of the holders of a majority of the
outstanding common shares entitled to vote and represented at the meeting, even
if less than a quorum: election or appointment of a Chairman or
temporary Secretary of the meeting (if necessary), or adoption of any motion to
adjourn or recess the meeting or any proper amendment of any such
motion. Whenever the minutes of any meeting of shareholders shall
state that any motion or resolution was adopted or that any action was taken at
such meeting of shareholders, such minutes shall be prima facie evidence that
such motion or resolution was duly adopted or that such action was duly taken by
the required vote, and such minutes need not state the number of shares voted
for and against such motion, resolution, or action.
3
Section
2.10. Proxies. At all meetings of shareholders, a
shareholder entitled to vote may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney in
fact. Each such proxy shall be filed with the Secretary of the
Corporation or the person acting as Secretary of the meeting, before or during
the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
Section
2.11. Shareholders' Voting Rights. Each outstanding
share entitled to vote shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders, except as otherwise provided in the
Articles of Incorporation. Voting rights for the election of
Directors shall be as provided in Section 3.02 and in the Articles of
Incorporation. (As amended 2/12/76.)
Section
2.12. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation, domestic or foreign, may be voted
by such officer, agent, or proxy as the By-laws of such corporation may
prescribe, or, in the absence of such provision, as the Board of Directors of
such corporation may determine.
Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority to do so be contained in an
appropriate order of the court by which such receiver was
appointed.
A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
Treasury
shares shall not be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Section
2.13. Organization. The Chairman of the Board of
Directors or the Lead Director or the President or a Vice-President, as provided
in these By-laws, shall preside at each meeting of shareholders; but if the
Chairman of the Board of Directors, the Lead Director, the President, and each
Vice-President shall be absent or refuse to act, the shareholders may elect or
appoint a Chairman to preside at the meeting. The Secretary or an
Assistant Secretary, as provided in these By-laws, shall act as Secretary of
each meeting of shareholders; but if the Secretary and each Assistant Secretary
shall be absent or refuse to act, the shareholders may elect or appoint a
temporary Secretary to act as Secretary of the meeting. (As amended 4/23/64,
8/1/79 and 5/3/05.)
Section
2.14. Waiver of Notice by Shareholders. Whenever
any notice whatsoever is required to be given to any shareholder of the
Corporation under any provision of law or the Articles of Incorporation or these
By-laws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether signed before or after the time of the meeting or event of
which notice is required, shall be deemed equivalent to the giving of such
notice. Neither the business to be conducted at, nor the purpose of,
any annual or special meeting of shareholders need be specified in any waiver of
notice of such meeting. The attendance of any shareholder, in person
or by proxy, at any meeting of shareholders shall constitute a waiver by such
shareholder of any notice of such meeting to which such shareholder would
otherwise be entitled, and shall constitute consent by such shareholder to the
place, day, and hour of such meeting and all business which may be conducted at
such meeting, unless such shareholder attends such meeting and objects at such
meeting to any business conducted because the meeting is not lawfully
called or convened. (As amended 4/29/91.)
4
Section
2.15. Postponement of Shareholders' Meetings. Any
meeting of the shareholders may be postponed prior to the record date by the
Board of Directors or by the Chairman. Written or printed notice of
the postponement shall be delivered not less than 10 days nor more than 60 days
before the date set for the meeting, either personally or by mail to each
shareholder of record entitled to vote. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at his or her address as it appears on the stock transfer books
of the Corporation, with postage thereon prepaid. (As adopted
2/11/91.)
Section
2.16. Notice of Shareholder Business and
Nominations.
|
|
(a)
|
Annual Meeting of
Shareholders.
|
(1) Nominations
of persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the shareholders may be made at an
annual meeting of shareholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any
shareholder of the Corporation who was a shareholder of record at the time of
giving of notice provided for in this By-law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this
By-law.
(2) For
nominations or other business to be properly brought before an annual meeting by
a shareholder pursuant to Subsection 2.16(a)(1)(iii), the shareholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered
to the Secretary at the principal executive offices of the Corporation not less
than sixty days nor more than ninety days prior to the first anniversary of the
preceding year's annual meeting of shareholders; provided, however, that, if the
date of the annual meeting is advanced by more than thirty days or delayed by
more than sixty days from such anniversary date, notice by the shareholder, to
be timely, must be so delivered not earlier than ninety days prior to such
annual meeting and not later than the close of business on the later of the
sixtieth day prior to such annual meeting or the tenth day following the date on
which public announcement of the date of such meeting is first
made. Such shareholder's notice shall set forth:
(i) as
to each person whom the shareholder proposes to nominate for election or
re-election as a Director, (A) all information relating to such person that is
required to be disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a Director if elected), and (B) a statement whether such person,
if elected, intends to tender, promptly following such person's election or
re-election and in accordance with Section 3.02 of these By-laws and the
Corporation's Corporate Governance Guidelines, an irrevocable resignation that
is effective ninety (90) days after the date of the certification of the
election results upon such person's failure to receive the required vote for
re-election at any future meeting at which such person would face re-election;
and (As amended 5/08/07 and 11/7/08.)
5
(ii) as
to any other business that the shareholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting, and any material
interest of such shareholder in such business and the beneficial owner, if any,
on whose behalf the proposal is made; and (iii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, the name and address of such shareholder and of such
beneficial owner as they appear on the Corporation's books, and the class and
number of shares of the Corporation which are owned beneficially and of record
by such shareholder and such beneficial owner.
(3) Notwithstanding
anything in the second sentence of Subsection 2.16(a)(2) to the contrary, if the
number of Directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement by the Corporation naming all
the nominees for Director or specifying the size of the increased Board of
Directors at least seventy days prior to the first anniversary of the preceding
year's annual meeting of shareholders, a shareholder's notice required by this
By-law shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it is delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the tenth day following the date on which such public
announcement is first made by the Corporation.
(b) Special Meetings of
Shareholders. Nominations of persons for election to the Board
of Directors may be made at a special meeting of shareholders at which Directors
are to be elected pursuant to the Corporation's notice of meeting (1) by or at
the direction of the Board of Directors or (2) by any shareholder of the
Corporation who was a shareholder of record at the time of giving of notice
provided for in this By-law, who is entitled to vote at the meeting, and who
complies with the notice procedures set forth in this
By-law. Nominations by shareholders of persons for election to the
Board of Directors may be made at such a special meeting of shareholders if the
shareholder's notice required by Subsection 2.16(a)(2) is delivered to the
Secretary at the principal executive offices of the Corporation no earlier than
ninety days prior to such special meeting and not later than the close of
business on the later of the sixtieth day prior to such special meeting or the
tenth day following the date on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
(c) Appointment of
Inspectors. The Chairman shall appoint one or more inspectors
to act at a meeting of Shareholders and make a written report of the inspectors'
determinations. Each inspector shall sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of the inspector's ability. The inspector or inspectors
shall: (1) ascertain the number of shares outstanding and the voting
power of each, (2) determine the shares represented at the meeting, (3)
determine the validity of proxies and ballots, (4) count all votes, and (5)
determine the results. (As adopted 2/12/03.)
6
(d) General.
(1) Only
persons who are nominated in accordance with the procedures set forth in this
By-law shall be eligible to serve as Directors, and only such business shall be
conducted at a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in these
By-laws. Except as otherwise provided by law, the Articles of
Incorporation, or the By-laws of the Corporation, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
procedures set forth in these By-laws and, if any proposed nomination or
business is not in compliance with these By-laws, to declare that such defective
proposal or nomination shall be disregarded. (As adopted
2/12/03).
(2) The
Chairman shall determine the order of business for the meeting
and shall have the authority to establish rules for the conduct of
the meeting. Such rules and the conduct of any meeting of
shareholders shall be fair to the shareholders. When elections are
conducted at the meeting, the Chairman shall announce the meeting when the polls
close for each matter upon which a vote is taken; if no such announcement is
made, the polls will be deemed to have closed at the final adjournment of the
meeting. No ballots, proxies, votes or revocations or changes to any
ballots, proxies or votes will be accepted after the polls have
closed. (As adopted 2/12/03.)
(3) For
purposes of this By-law, "public announcement" means disclosure in a press
release reported by the Dow Jones News Service, Associated Press, or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of
the Exchange Act.
(4) Notwithstanding
the foregoing provisions of this By-law, a shareholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this
By-law. Nothing in this By-law shall be deemed to affect any rights
of shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act. (As adopted
4/19/91.)
7
ARTICLE 3. BOARD
OF DIRECTORS
Section
3.01. General Powers. The business and affairs of
the Corporation shall be managed by its Board of Directors. The Board
of Directors may exercise all such powers of the Corporation and may do all such
lawful acts and things as are not by law or the Articles of Incorporation or
these By-laws expressly required to be exercised or done by the
shareholders.
Section
3.02. Election of Directors.
(a) Subject
to the Articles of Incorporation, the common shareholders shall elect one class
of Directors at each annual meeting of shareholders. At each election
of Directors, each common shareholder entitled to vote shall have the right to
vote, in person or by proxy, the number of common shares owned by him and
entitled to vote, for as many persons as the number of the class to be
elected. Cumulative voting shall not be permitted. The
election of Directors may be conducted by written ballot, but need not be
conducted by written ballot unless required by a rule or motion adopted by the
shareholders. (As amended 2/12/76 and 5/08/07.)
(b) In
an Uncontested Election, a nominee for Director who receives a greater number of
votes "AGAINST" his or her election than votes "FOR" such election shall, to the
extent permitted by law, resign no later than ninety (90) days after the date of
the certification of the election results. "Uncontested Election"
shall mean any election of Directors of the Corporation other than a Contested
Election. "Contested Election" shall mean any election of Directors
of the Corporation in which (i) the Secretary of the Corporation has received a
notice that a shareholder has nominated a person for election to the Board of
Directors in compliance with the advance notice requirements for shareholder
nominees for Director set forth in Section 2.16 of these By-laws and (ii) such
nomination has not been withdrawn by such shareholder on or prior to the day
next preceding the date the Corporation first mails its notice of meeting for
its meeting of shareholders. (As amended 5/08/07.)
Section
3.03. Number, Terms, Classification, and
Qualifications. Subject to the Articles of
Incorporation:
(a) The
number of Directors shall be twelve. (As amended 10/29/80, 1/31/83,
2/5/85, 8/5/86, 3/13/90, 5/5/92, 11/2/92, 5/11/93, 2/14/94, 5/10/94, 11/13/95,
5/14/96, 3/4/98, 7/29/98, 11/7/02, 2/12/03, 5/05/03, 11/07/03, 8/2/04, 5/3/05,
11/11/05, 11/10/06 and 11/19/09.)
(b) The
Directors shall be divided into three classes, each of which shall be as nearly
equal in number as possible. The term of office of one class shall
expire in each year. At each annual meeting of the shareholders a
number of Directors equal to the number of the class whose term expires at the
annual meeting shall be elected for a term ending when Directors are elected at
the third succeeding annual meeting. Section 5.03 of the Articles of
Incorporation shall apply if there is a failure in any one or more years to
elect one or more Directors or to elect any class of Directors. (As
amended 2/4/86.)
8
(c) The
number of Directors may be increased or decreased from time to time by amendment
of this Section, but no decrease shall have the effect of shortening the term of
any incumbent Director. Any new Directorships shall be assigned to
classes, and any decrease in the number of Directors shall be scheduled, in such
a manner that the three classes of Directors shall be as nearly equal in number
as possible.
(d) The
term of each Director shall begin at the time of his election. Unless
sooner removed as provided in the Articles of Incorporation or elected to fill a
vacancy with a shorter unexpired term pursuant to Section 3.04, each Director
shall serve for a term ending when Directors are elected at the third succeeding
annual meeting of shareholders.
However,
any Director may resign at any time by delivering his written resignation to the
Chairman, Lead Director, President, or Secretary of the
Corporation. The resignation shall take effect immediately upon
delivery, unless it states a later effective date. (As amended 8/1/79
and 5/3/05.)
(e) Directors
need not be residents of the State of Iowa or shareholders of the Corporation.
(As amended 4/23/64, 4/15/70, 2/12/76, 7/23/76, 1/11/77, 4/18/77, 7/28/77,
7/29/77, 2/27/78, and 2/4/86.)
Section
3.04. Vacancies in Board. Any vacancy occurring in
the Board of Directors for any reason, and any Directorship to be filled by
reason of an increase in the number of Directors, may be filled by the
affirmative vote of a majority of the Directors then in office even if less than
a quorum (notwithstanding Sections 3.09 and 3.11). Except as
otherwise provided in Section 5.03 of the Articles of Incorporation, a Director
elected as provided in this Section shall be elected for the unexpired term of
his predecessor in office or the unexpired term of the class of Directors to
which his new Directorship is assigned. However, if a Director is
elected to fill a vacancy caused by the resignation of a predecessor whose
resignation has not yet become effective, the new Director's term shall begin
when his predecessor's resignation becomes effective. (As amended
4/23/64 and 2/12/76.)
Section
3.05. Regular Meetings. A regular meeting of the
Board of Directors may be held without notice other than this Section, promptly
after and at the same place as each annual meeting of
shareholders. Other regular meetings of the Board of Directors may be
held at such time and at such places as shall be fixed by (or pursuant to
authority granted by) resolution or motion adopted by the Board of Directors
from time to time, without notice other than such resolution or
motion. However, unless both the time and place of a regular meeting
shall be fixed by the Board of Directors, notice of such meeting shall be given
as provided in Section 3.08.
Section
3.06. Special Meetings. Special meetings of the
Board of Directors may be called, and the time and place thereof fixed, by the
Chairman of the Board of Directors or the Lead Director or the President or the
Secretary or by a majority of the Directors then in office. (As
amended 4/23/64, 8/1/79 and 5/3/05.)
9
Section
3.07. Place of Meetings. Any regular meeting or
special meeting of the Board of Directors may be held at any place, either
within or without the State of Iowa. The place of each meeting of the
Board of Directors shall be fixed as provided in these By-laws, or by waiver or
waivers of notice fixing the place of such meeting and signed by all Directors
then in office. If no designation is made of the place of a meeting
of the Board of Directors, the place of meeting shall be the registered office
of the Corporation in the State of Iowa.
Section
3.08. Notice of Special Meetings. Written or
printed notice stating the place, day, and hour of a special meeting of the
Board of Directors shall be delivered before the time of the meeting, either
personally or by mail or by telegram, by or at the direction of the President,
the Secretary, or the officer or persons calling the meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the Director at his address as it appears on the
records of the Corporation, with postage thereon prepaid. If given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company, addressed to the Director at his address as
it appears on the records of the Corporation. Neither the business to
be transacted at, nor the purpose of, any meeting of the Board of Directors need
be specified in the notice of such meeting. (As amended
7/7/88.)
Section
3.09. Quorum. Except as otherwise expressly
provided by the Articles of Incorporation or these By-laws, a majority of the
number of Directors fixed by these By-laws shall constitute a quorum at any
meeting of the Board of Directors.
Section
3.10. Adjourned Meetings. Any meeting of the Board
of Directors may be adjourned from time to time and to any place, without
further notice, by the affirmative vote of a majority of the Directors present
at the meeting, even if less than a quorum. At any adjourned meeting
at which a quorum shall be present, any business may be conducted which might
have been transacted at the meeting as originally notified. (As
amended 4/29/91.)
Section
3.11. Vote Required for Action. Except as otherwise
provided in these By-laws, the affirmative vote of a majority of the number of
Directors fixed by these By-laws shall be required for and shall be sufficient
for the adoption of any motion or resolution or the taking of any action at any
meeting of the Board of Directors. However, the following actions may
be taken by the affirmative vote of a majority of the Directors present at the
meeting, even if less than a quorum: election or appointment of a
Chairman or temporary Secretary of the meeting (if necessary), or adoption of
any motion to adjourn or recess the meeting or any proper amendment of any such
motion. Whenever the minutes of any meeting of the Board of Directors
shall state that any motion or resolution was adopted or that any action was
taken at such meeting of the Board of Directors, such minutes shall be prima
facie evidence that such motion or resolution was duly adopted or that such
action was duly taken by the required vote, and such minutes need not state the
number of Directors voting for and against such motion, resolution, or
action.
Section
3.12. Voting. Each Director (including, without
limiting the generality of the foregoing, any Director who is also an officer of
the Corporation and any Director presiding at a meeting) may vote on any
question at any meeting of the Board of Directors, except as otherwise expressly
provided in these By-laws. (As amended 4/23/64.)
10
Section
3.13. Organization. The Chairman of the Board of
Directors or the Lead Director or the President or a Vice-President, as provided
in these By-laws, shall preside at each meeting of the Board of Directors; but
if the Chairman of the Board of Directors, the Lead Director, the President, and
each Vice-President shall be absent or refuse to act, the Board of Directors may
elect or appoint a Chairman to preside at the meeting. The Secretary
or an Assistant Secretary, as provided in these By-laws, shall act as Secretary
of each meeting of the Board of Directors; but if the Secretary and each
Assistant Secretary shall be absent or refuse to act, the Board of Directors may
elect or appoint a temporary Secretary to act as Secretary of the
meeting. (As amended 4/23/64, 8/1/79 and 5/3/05.)
Section
3.14. Rules and Order of Business. The Board of
Directors may adopt such rules and regulations, not inconsistent with applicable
law or the Articles of Incorporation or these By-laws, as the Board of Directors
deems advisable for the conduct of its meetings. Except as otherwise
expressly required by law or the Articles of Incorporation or these By-laws or
such rules or regulations, meetings of the Board of Directors shall be conducted
in accordance with Robert's Rules of Order, Revised (as further revised from
time to time). Unless otherwise determined by the Board of Directors,
the order of business at the first meeting of the Board of Directors held after
each annual meeting of shareholders, and at other meetings of the Board of
Directors to the extent applicable, shall be as follows:
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(1)
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Roll
call or other determination of attendance and
quorum.
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(2)
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Proof
of notice of meeting.
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(3)
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Reading
and action upon minutes of preceding meeting and any other unapproved
minutes.
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(4)
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Report
of President.
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(5)
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Reports
of other officers and committees.
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(6)
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Election
of officers.
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(7)
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Unfinished
business.
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(8)
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New
business.
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(9)
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Adjournment.
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Failure
to comply with the requirements of this Section shall not affect the validity of
any action taken at any meeting unless (a) specific and timely objection is made
at the meeting and (b) the person complaining thereto sustains direct and
material damage by reason of such failure.
Section
3.15. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors or a committee
thereof at which action on any corporate matter is taken, shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered or certified
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director who
voted in favor of such action.
11
Section
3.16. Waiver of Notice by Directors. Whenever any
notice whatsoever is required to be given to any Director of the Corporation
under any provision of law or the Articles of Incorporation or these By-laws, a
waiver thereof in writing signed by the Director or Directors entitled to such
notice, whether signed before or after the time of the meeting or event of which
notice is required, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of,
any meeting of the Board of Directors need be specified in any waiver of notice
of such meeting. The attendance of any Director at any meeting of the
Board of Directors shall constitute a waiver by such Director of any notice of
such meeting to which such Director would otherwise be entitled, and shall
constitute consent by such Director to the place, day, and hour of such meeting
and all business which may be conducted at such meeting, unless such Director
attends such meeting and objects at such meeting to any business conducted
because the meeting is not lawfully called or convened. (As amended
4/29/91.)
Section
3.17. Informal Action by Directors. Any action
required by law or the Articles of Incorporation or these By-laws to be taken by
vote of or at a meeting of the Board of Directors, or any action which may or
could be taken at a meeting of the Board of Directors (or of a committee of
Directors), may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all of the Directors then in office (or
all of the members of such committee, as the case may be). Such
consent shall have the same force and effect as unanimous vote. The
signing by each such Director (or by each member of such committee) of any one
of several duplicate originals or copies of the instrument evidencing such
consent shall be sufficient. The written instrument or instruments
evidencing such consent shall be filed with the Secretary, and shall be kept by
the Secretary as part of the minutes of the Corporation. Such action
shall be deemed taken on the date of such written instrument or instruments as
stated therein, or on the date of such filing with the Secretary, whichever of
such two dates occurs first. (As amended 4/23/64.)
Section
3.18. Committees. The Board of Directors, by
resolution adopted by the affirmative vote of a majority of the number of
Directors fixed by Section 3.03, may designate one or more committees
(including, without limiting the generality of the foregoing, an Executive
Committee). Each committee shall consist of two or more Directors
elected or appointed by the Board of Directors. To the extent
provided in such resolution as initially adopted and as thereafter supplemented
or amended by further resolution adopted by a like vote, any such committee
shall have and may exercise, when the Board of Directors is not in session, all
the authority and powers of the Board of Directors. However, no
committee shall have or exercise any authority prohibited by law.
No member
of any committee shall continue to be a member thereof after he ceases to be a
Director of the Corporation.
Unless
otherwise ordered by the Board of Directors, the affirmative vote or consent in
writing of all members of a committee shall be required for the adoption of any
motion or resolution or the taking of any action by any such committee, except
that an alternate member may take the place of any absent member to the extent
hereinafter provided.
12
The Board
of Directors may elect or appoint one or more Directors as alternate members of
any such committee. Any such alternate member may take the place of
any absent member, upon request by the Chairman of the Board of Directors or the
Lead Director or the President or the Chairman of such committee. The
vote or consent in writing of such alternate member in the absence of such
member shall have the same effect as the vote or consent in writing of such
member. (As amended 8/1/79 and 5/3/05.)
The Board
of Directors may at any time increase or decrease the number of members of any
committee, fill vacancies therein, remove any member thereof, adopt rules and
regulations therefor, or change the functions or terminate the existence
thereof. The designation of any committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors or any Director
of any responsibility imposed by law. (As amended
4/23/64.)
Section
3.19. Compensation. The Board of Directors may fix
or provide for reasonable compensation of any or all Directors for services
rendered to the Corporation as Directors, including, without limiting
the generality of the foregoing, payment of expenses of attendance at
meetings of the Board of Directors or committees, payment of a fixed sum for
attendance at each meeting of the Board of Directors or a committee, salaries,
bonuses, pensions, pension plans, pension trusts, profit-sharing plans, stock
bonus plans, stock option plans (subject to approval of the shareholders if
required by law), and other incentive, insurance, and welfare plans, whether or
not on account of prior services rendered to the Corporation. No such
compensation shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor. (As amended
2/11/04.)
13
ARTICLE
4. OFFICERS
Section
4.01. Number and Designation. The officers of the
Corporation shall be a Chairman of the Board of Directors, a Lead Director of
the Board of Directors, a Chief Executive Officer, a President, one or more
Vice-Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries,
one or more Assistant Treasurers, and such other officers as the Board of
Directors deems advisable. (As amended 4/23/64, 8/1/79, 2/11/04 and
5/3/05.)
Section
4.02. Election or Appointment of Officers. At the
first meeting of the Board of Directors held after each annual meeting of
shareholders, the Board of Directors shall elect the officers specifically
referred to in Section 4.01, and shall elect or appoint such other officers and
agents as the Board deems advisable. If in any year the election of
officers does not take place at such meeting, such election shall be held as
soon thereafter as may be convenient. In addition, the Board of
Directors may from time to time elect, appoint, or authorize any officer to
appoint such other officers and agents as the Board deems
advisable. Any election may be conducted by ballot, but need not be
conducted by ballot unless required by a rule, regulation, or motion adopted by
the Board of Directors. (As amended 3/3/80 and 2/11/04.)
Section
4.03. Tenure and Qualifications. Each officer,
unless sooner removed as provided in Section 4.04, shall hold office until his
successor shall be elected or appointed and shall qualify. However,
any officer may resign at any time by filing his written resignation with the
President or Secretary of the Corporation; and such resignation shall take
effect immediately upon such filing, unless a later effective date is stated
therein. Officers need not be residents of the State of Iowa or
Directors or shareholders of the Corporation. Any two or more offices
may be held by the same person.
Section
4.04. Removal. Any officer or agent of the
Corporation may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of
itself create contract rights.
Section
4.05. Vacancies. Any vacancy occurring in any
office for any reason may be filled by the Board of Directors.
Section
4.06. Duties and Powers of Officers. Except as
otherwise expressly provided by law or the Articles of Incorporation or these
By-laws, the duties and powers of all officers and agents of the Corporation
shall be determined and defined from time to time by the Board of
Directors. Unless otherwise determined by the Board of Directors, the
officers referred to in the following Sections shall have the duties and powers
set forth in the following Sections, in addition to all duties and powers of
such officers prescribed by law or by the Articles of Incorporation or other
provisions of these By-laws. However, the Board of Directors may from
time to time alter, add to, limit, transfer to another officer or agent, or
abolish any or all of the duties and powers of any officer or agent of the
Corporation (including, without limiting the generality of the foregoing, the
duties and powers set forth in the following Sections and in other provisions of
these By-laws). Any person who holds two or more offices at the same
time may perform or exercise any or all of the duties and powers of either or
both of such offices in either or both of such capacities.
14
Section
4.07. Chairman of the Board of Directors; Lead Director; Chief
Executive Officer; President.
(a) The
Chairman of the Board of Directors shall preside at all meetings of shareholders
and of the Board of Directors. He shall be responsible for making
recommendations concerning Board policies and committees, shall maintain Board
liaison with the Chief Executive Officer and the President, and, when required,
because of the inability of the Chief Executive Officer to act or otherwise,
shall have the same powers as the Chief Executive Officer on behalf of the
Corporation. He may from time to time, unless otherwise ordered by
the Board, authorize or direct the Lead Director, Chief Executive Officer or
President to perform any of the duties or exercise any of the powers of the
Chairman. (As amended 10/27/77, 10/30/84, 2/15/88, 7/29/91, 2/12/03
and 5/3/05.)
(b) The
Lead Director shall preside at meetings of the shareholders or of the Board in
the absence of the Chairman. He shall also perform such other duties
as the Chairman may authorize or direct. (As amended 7/29/91 and
5/3/05.)
(c) The
Chief Executive Officer shall be the principal executive officer of the
Corporation. Subject only to the Board of Directors, he shall be in
charge of the business of the Corporation; he shall see that all Corporation
policies and all orders and resolutions of the Board are carried into effect
except in those instances in which that responsibility is specifically assigned
to some other person by the Board of Directors; and, in general, he shall
discharge all duties incident to the office of the chief executive officer of
the Corporation and such other duties as may be prescribed by the Board from
time to time. In the absence of the Chairman and Lead Director, the
Chief Executive Officer shall preside at meetings of shareholders and of the
Board. (As amended 2/12/03 and 5/3/05.)
(d) The
President shall be the principal operating officer of the Corporation and,
subject only to the Board of Directors and to the Chief Executive Officer, he
shall have the general authority over and general management and control of the
property, business and affairs of the Corporation. In general, he
shall discharge all duties incident to the office of the principal operating
officer of the Corporation and such other duties as may be prescribed by the
Board of Directors and the Chief Executive Officer from time to
time. In the absence of the Chairman, Lead Director, and Chief
Executive Officer, the President shall preside at all meetings of shareholders
and Board of Directors. In the absence of the Chairman and the Chief
Executive Officer or in the event of their disability, or inability to act, or
to continue to act, the President shall perform the duties of the Chief
Executive Officer, and when so acting, shall have all of the powers of and be
subject to all of the restrictions upon the office of the Chief Executive
Officer. Except in those instances in which the authority to execute
is expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of Directors or
these By-laws, he may employ, appoint and discharge such employees, agents,
attorneys and accountants (except the certified public accountants appointed by
the Audit Committee of the Board as the independent auditor for the Corporation)
for the Corporation as he deems necessary or advisable, and shall prescribe
their authority, duties, powers, and compensation, including, if appropriate,
the authority to perform some or all of the duties or exercise some or all of
the powers of the President; and may make and enter into on behalf of the
Corporation all deeds, conveyances, mortgages, leases, contracts, agreements,
bonds, reports, releases, and other documents or instruments which may in his
judgment be necessary or advisable in the ordinary course of the Corporation's
business or which shall be authorized by the Board. (As amended
7/29/91, 2/12/03, 2/11/04 and 5/3/05.)
15
Section
4.08. Vice-Presidents. Two or more Vice Presidents,
one or more of whom may also be designated as Executive Vice President or Senior
Vice President, each of whom shall have such duties and powers as may be
prescribed from time to time by the President or the Board of
Directors. (As amended 4/23/64, 10/27/77 and 11/10/00.)
Section
4.09. Secretary. The Secretary:
(a) shall,
when present, act as Secretary of each meeting of the shareholders and of the
Board of Directors;
(b) shall
keep as permanent records the minutes of the meetings of the shareholders and
the Board of Directors, a record of all actions taken by the shareholders and
the Board of Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on behalf
of the Corporation in one or more books provided for that purpose; (As amended
2/12/03.)
(c) shall
see that all notices are duly given and that lists of shareholders are made and
filed as required by law or the Articles of Incorporation or these
By-laws;
(d) shall
be custodian of and authenticate the corporate records of the Corporation as
required by the Iowa Business Corporation Act and the seal of the Corporation
and shall, when duly authorized, see that the seal is affixed to any instrument
requiring it; (As amended 2/12/03.)
(e) shall
keep a record of the Directors, giving the names and business addresses of all
Directors; and (As amended 4/23/64, 2/19/79 and 2/12/03.)
(f) shall
have all the usual duties and powers of the Secretary of a corporation and such
duties and powers as may be prescribed from time to time by the Chief Executive
Officer, the President or the Board of Directors. (As amended 2/19/79
and 2/12/03.)
Section
4.10. Treasurer. The Treasurer:
(a) shall
have charge and custody of and be responsible for all funds, securities, and
evidences of indebtedness belonging to the Corporation;
(b) shall
receive and give receipts for moneys due and payable to the Corporation from any
source whatever;
(c) shall
see that all such moneys are deposited in the name of and to the credit of the
Corporation in such depositories as shall be designated by or pursuant to
authority granted by the Board of Directors;
16
(d) shall
cause the funds of the Corporation to be disbursed when and as duly authorized
to do so;
(e) shall
see that correct and complete books of account and financial statements are kept
and prepared in accordance with generally accepted accounting principles except
to the extent such duties are assigned by the President to other officers or
employees of the Corporation; (As amended 2/13/77.)
(f) shall
have all the usual duties and powers of the Treasurer of a corporation and such
duties and powers as may be prescribed from time to time by the President or the
Board of Directors; (As amended 2/13/77.)
(g) shall
keep at the registered office or principal place of business of the Corporation
a record of its shareholders (which shall be part of the stock transfer books of
the Corporation), giving the names and addresses of all shareholders and the
number and class of the shares held by each; and (As amended
2/19/79.)
(h) shall
have charge of the stock transfer books of the Corporation, and shall record the
issuance and transfer of shares, except to the extent that such duties shall be
delegated by the Board of Directors to a transfer agent or
registrar. (As amended 2/19/79.)
Section
4.11. Assistant Secretaries. In the absence of the
Secretary or in the event of his death or inability or refusal to act, the
Assistant Secretary (or, if there shall be more than one, the Assistant
Secretaries in the order designated by the Board of Directors from time to time,
or, in the absence of any such designation, in the order in which their names
shall appear in the minutes showing their election) shall perform the duties and
exercise the powers of the Secretary. Each Assistant Secretary shall
also have such duties and powers as may be prescribed from time to time by the
Secretary or the President or the Board of Directors. (As amended
4/23/64.)
Section
4.12. Assistant Treasurers. In the absence of the
Treasurer or in the event of his death or inability or refusal to act, the
Assistant Treasurer (or, if there shall be more than one, the Assistant
Treasurers in the order designated by the Board of Directors from time to time,
or, in the absence of any such designation, in the order in which their names
shall appear in the minutes showing their election) shall perform the duties and
exercise the powers of the Treasurer. Each Assistant Treasurer shall
also have such duties and powers as may be prescribed from time to time by the
Treasurer or the President or the Board of Directors. (As amended
4/23/64.)
Section
4.13. Compensation. The Board of Directors may fix
or provide for, or may authorize any officer to fix or provide for, reasonable
compensation of any or all of the officers, except the Chief Executive Officer,
and agents of the Corporation, including, without limiting the generality of the
foregoing, salaries, bonuses, payment of expenses, pensions, pension plans,
pension trusts, profit-sharing plans, stock bonus plans, stock option plans
(subject to approval of the shareholders if required by law), and other
incentive, insurance, and welfare plans, whether or not on account of prior
services rendered to the Corporation. The compensation of the Chief
Executive Officer shall be set by the Human Resources and Compensation Committee
in connection with the independent directors who are not members of that
Committee. (As amended 4/23/64 and 2/11/04.)
Section
4.14. Bond. The Board of Directors may require an
officer or agent to give a bond for the faithful performance of his duties, in
such amount and with such surety or sureties as the Board of Directors deems
advisable.
17
ARTICLE 5. SHARES
AND CERTIFICATES
Section
5.01. Issuance of and Consideration for
Shares. Shares and securities convertible into shares of the
Corporation may be issued for such consideration as shall be fixed from time to
time by the Board of Directors, and may be issued to such persons as may be
designated from time to time by or pursuant to authority granted by the Board of
Directors, except as otherwise required by law or the Articles of Incorporation
or these By-laws. (As amended 5/12/97.)
Section
5.02. Restrictions on Issuance of Shares and
Certificates. No share of the Corporation shall be issued
until such share is fully paid as provided by law. (As amended
5/12/97.)
No
fractional share or certificate representing any fractional share shall be
issued unless expressly authorized by the Board of Directors. (As
amended 8/7/07.)
With
respect to certificated shares, if any, no new certificate shall be issued in
place of any certificate until the old certificate for a like number of shares
shall have been surrendered and cancelled and a new certificate requested,
except as otherwise provided in Section 5.04. (As amended
8/7/07.)
Section
5.03. Certificates Representing Shares.
(a) At
the election of the Board of Directors, ownership of shares may be evidenced by
a certificate or certificates representing the shares of the Corporation owned
by him. Certificates representing shares of the Corporation shall be
in such form as shall be determined by or pursuant to authority granted by the
Board of Directors. Each certificate shall be signed by the President
or a Vice-President and by the Secretary or an Assistant Secretary, and the
corporate seal may be affixed thereto. All certificates shall be
consecutively numbered or otherwise identified. The name and address
of the person to whom the shares represented thereby are issued, and the number
and class of shares and date of issuance, shall be entered on the stock transfer
books of the Corporation. (As amended 8/7/07.)
(b) Notwithstanding
Section 5.03(a) hereof, the Board of Directors may authorize the issuance of
some or all shares without certificates. The authorization does not
affect the shares already represented by certificates until they are surrendered
to the Corporation. At the time of issuance or transfer of shares
without certificates, the Corporation shall send the shareholders a written
statement of the information required under the Iowa Business Corporations
Act. (As amended 8/7/07.)
Section
5.04. Lost, Destroyed, Stolen, or Mutilated
Certificates. With respect to certificated shares, if any, the
Board of Directors may authorize a new certificate to be issued in place of any
certificate alleged to have been lost, destroyed, or stolen, or which shall have
been mutilated, upon production of such evidence and upon compliance with such
conditions as the Board of Directors may prescribe. (As amended
8/7/07.)
18
Section
5.05. Transfer of Shares. Shares of the Corporation
shall be transferable only on the stock transfer books of the Corporation, by
the holder of record thereof or by his duly authorized attorney or legal
representative (who shall furnish such evidence of authority to transfer as the
Corporation or its agent may reasonably require), upon compliance with the
customary procedures for transferring shares in uncertificated form or surrender
to the Corporation for cancellation of the certificate representing such shares,
duly endorsed or with a proper written assignment or power of attorney duly
executed and attached thereto, and with such proof of the authenticity of
signatures as the Corporation or its agent may reasonably
require. The Corporation shall cancel the old certificate, issue a
new certificate to the person entitled thereto, and record the transaction on
its stock transfer books. However, if the applicable law permits
shares to be transferred in a different manner, then to the extent required to
comply with such law all references in this Section to "shares" shall mean the
rights against the Corporation inherent in or arising out of such
shares. (As amended 8/7/07.)
Section
5.06. Shareholders of Record; Change of Name or
Address. The Corporation shall be entitled to recognize the
exclusive right of a person shown on its stock transfer books as the holder of
shares to receive notices and dividends, to vote as such holder, and to have and
exercise all other rights deriving from such shares, and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have actual or constructive notice
thereof. Unless the context or another provision of these By-laws
clearly indicates otherwise, all references in these By-laws to "shareholders"
and "holders" shall mean the shareholders of record as shown on the stock
transfer books of the Corporation.
Each
shareholder and each Director shall promptly notify the Secretary in writing of
his correct address and any change in his name or address from time to
time. If any shareholder or Director fails to give such notice,
neither the Corporation nor any of its Directors, officers, agents, or employees
shall be liable or responsible to such shareholder or Director for any error or
loss which might have been prevented if such notice had been given. (As amended
4/23/64.)
Section
5.07. Regulations. The Board of Directors may adopt
such rules and regulations, not inconsistent with applicable law or the Articles
of Incorporation or these By-laws, as it deems advisable concerning the
issuance, transfer, conversion, and registration of certificates, if any,
representing shares of the Corporation. (As amended
8/7/07.)
19
ARTICLE
6. GENERAL PROVISIONS
Section
6.01. Seal. The corporate seal shall be circular in
form and shall have inscribed thereon the name of the Corporation and the words
"Corporate Seal" and "Iowa". The seal may be affixed by causing it or
a facsimile thereof to be impressed or reproduced or otherwise.
Section
6.02. Fiscal Year. The fiscal year of the
Corporation shall be fixed by the Board of Directors from time to
time.
Section
6.03. Dividends. The Board of Directors may from
time to time declare, and the Corporation may pay, dividends on the outstanding
shares in the manner and upon the terms and conditions provided by law and the
Articles of Incorporation.
Section
6.04. Execution of Documents and Instruments. All
deeds and conveyances of real estate, mortgages of real estate, and leases of
real estate (for an initial term of five years or more) to be executed by the
Corporation shall be signed in the name of the Corporation by the Chairman of
the Board of Directors or the Lead Director or the Chief Executive Officer or
the President or a Vice-President and signed or attested by the Secretary or an
Assistant Secretary, and the corporate seal shall be affixed
thereto.
All other
documents or instruments to be executed by the Corporation (including, without
limiting the generality of the foregoing, contracts, agreements, bonds, reports,
notices, releases, promissory notes, and evidences of indebtedness; and deeds,
conveyances, mortgages, and leases other than those referred to in the preceding
sentence) shall be signed in the name of the Corporation by any one or more of
the officers of the Corporation, with or without the corporate
seal.
However,
from time to time the Board of Directors or the Chairman of the Board of
Directors or the Lead Director or the Chief Executive Officer or the President
may alter, add to, limit, transfer to another officer or agent, or abolish the
authority of any officer or officers to sign any or all documents or
instruments, or may authorize the execution of any document or instrument by any
person or persons, with or without the corporate seal, and such action may be
either general or confined to specific instances. (As amended
4/23/64, 8/1/79, 2/11/04 and 5/3/05.)
Section
6.05. Loans. No loans shall be contracted on behalf
of the Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by or pursuant to authority granted by the Board of
Directors. Such authorization may be either general or confined to
specific instances.
Section
6.06. Checks and Drafts. All checks and drafts
issued in the name of the Corporation shall be signed by such person or persons
and in such manner as shall be authorized by or pursuant to authority granted by
the Board of Directors.
20
Section
6.07. Voting of Shares Owned by Corporation. Any
shares or securities of any other corporation or company owned by this
Corporation may be voted at any meeting of shareholders or security holders of
such other corporation or company by the Chairman of the Board of Directors of
this Corporation. Whenever in the judgment of the Chairman of the
Board of Directors it shall be advisable for the Corporation to execute a proxy
or waiver of notice or to give a consent with respect to any shares or
securities of any other corporation or company owned by this Corporation, such
proxy, waiver, or consent shall be executed in the name of this Corporation, as
directed by the Chairman of the Board of Directors, without necessity of any
authorization by the Board of Directors. Any person or persons so
designated as the proxy or proxies of this Corporation shall have full right,
power, and authority to vote such shares or securities on behalf of this
Corporation. In the absence of the Chairman of the Board of Directors
or in the event of his death or inability to act, the Lead Director may perform
the duties and exercise the powers of the Chairman of the Board of Directors
under this Section. The provisions of this Section shall be subject
to any specific directions by the Board of Directors. (As amended
4/23/64, 8/1/79 and 5/3/05.)
Section
6.08. Director Conflict of Interest.
(a) A
conflict of interest transaction is a transaction with the corporation in which
a
Director
of the Corporation has a direct or indirect interest. A conflict of
interest transaction is not voidable by the Corporation solely because of the
Director's interest in the transaction if any one of the following is
true:
(1) The
material facts of the transaction and the Director's interest were disclosed or
known to the Board of Directors or a committee of the Board of Directors and the
Board of Directors or committee authorized, approved or ratified the
transaction.
(2) The
material facts of the transaction and the Director's interest were disclosed or
known to the shareholders entitled to vote and the shareholders authorized,
approved or ratified the transaction.
(3) The
transaction was fair to the Corporation.
(b) For
purposes of these By-laws, a Director of the Corporation has an indirect
interest in a transaction if either of the following is true:
(1) Another
entity in which the Director has a material financial interest or in which the
Director is a general partner is a party to the transaction.
(2) Another
entity of which the Director is a director, officer or trustee is a party to the
transaction and the transaction is or should be considered by the Board of
Directors of the Corporation.
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(c) For
purposes of subsection a(1), a conflict of interest transaction is authorized,
approved or ratified if it receives the affirmative vote of a majority of the
Directors on the Board of Directors or on the committee, who have no direct or
indirect interest in the transaction, but a transaction may not be authorized,
approved or ratified under this section by a single Director. If a
majority of the Directors who have no direct or indirect interest in the
transaction vote to authorize, approve or ratify the transaction, a quorum is
present for the purpose of taking action. The presence of, or a vote
cast by, a Director with a direct or indirect interest in the transaction does
not affect the validity of any action taken under subsection (a)(1), if the
transaction is otherwise authorized, approved or ratified as provided in that
subsection.
(d) For
purposes of subsection (a)(2), a conflict of interest is authorized, approved or
ratified if it receives the vote of a majority of the shares entitled to be
counted under this subsection. Shares owned by or voted under the
control of a Director who has a direct or indirect interest in the transaction,
and shares owned by or voted under the control of an entity described in
subsection (b)(1) shall not be counted in a vote of shareholders to determine
whether to authorize, approve or ratify a conflict of interest transaction under
subsection (a)(2). The vote of those shares, however, is counted in
determining whether the transaction is approved under other sections of these
By-laws. A majority of the shares, whether or not present, that are
entitled to be counted in a vote on the transaction under this subsection
constitutes a quorum for the purpose of taking action under this
section. (As adopted 2/12/03.)
Section
6.09. Limitation of Officers' Liability. An officer
shall not be liable as an officer to the Corporation or its shareholders for any
decision to take or not to take action, or any failure to take any action, if
the duties of the officer are performed in compliance with the standards of
conduct for officers prescribed in the Iowa Business Corporation Act. (As
amended 2/12/03.)
Section
6.10. Indemnification. The Corporation may
indemnify a Director or officer of the Corporation who is a party to a
proceeding against liability incurred by such Director or officer in the
proceeding to the maximum extent now or hereafter permitted by and in the manner
prescribed by the Iowa Business Corporation Act, including the advancement of
expenses. Without limiting the generality of the foregoing, the
Corporation may enter into indemnification agreements consistent with the Iowa
Business Corporation Act with each Director of the Corporation and such officers
of the Corporation as the Board of Directors deems appropriate from time to
time. (As amended 2/12/03.)
Section
6.11. Reliance on Documents. Each Director and
officer shall, in the performance of his duties, be fully protected in relying
and acting in good faith upon the books of account or other records of the
Corporation, or reports made or financial statements presented by any officer of
the Corporation or by an independent public or certified public accountant or
firm of such accountants or by an appraiser selected with reasonable care by the
Board of Directors or by any committee thereof; and each Director and officer is
hereby expressly relieved from any liability which might otherwise exist or
arise from or in connection with any such action.
Section
6.12. Effect of Partial Invalidity. If a court of
competent jurisdiction shall adjudge to be invalid any clause, sentence,
paragraph, section, or part of the Articles of Incorporation or these By-laws,
such judgment or decree shall not affect, impair, invalidate, or nullify the
remainder of the Articles of Incorporation or these By-laws, but the effect
thereof shall be confined to the clause, sentence, paragraph, section, or part
so adjudged to be invalid.
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Section
6.13. Definitions. Any word or term which is
defined in the Iowa Business Corporation Act shall have the same meaning
wherever used in the Articles of Incorporation or in these By-laws, unless the
context or another provision of the Articles of Incorporation or these By-laws
clearly indicates otherwise. Wherever used in the Articles of
Incorporation or in these By-laws, unless the context or another provision of
the Articles of Incorporation or these By-laws clearly indicates otherwise, the
use of the singular shall include the plural, and vice versa; and the use of any
gender shall be applicable to any other gender. Wherever used in the
Articles of Incorporation or in these By-laws, the word "written" shall mean
written, typed, printed, duplicated, or reproduced by any
process. (As amended 4/23/64.)
Section
6.14. Authority to Carry Out Resolutions and
Motions. Each resolution or motion adopted by the shareholders
or by the Board of Directors shall be deemed to include the following provision,
unless the resolution or motion expressly negates this provision: The
officers of the Corporation are severally authorized on behalf of the
Corporation to do all acts and things which may be necessary or convenient to
carry out this resolution (motion), including, without limitation, the authority
to make, execute, seal, deliver, file, and perform all appropriate contracts,
agreements, certificates, documents, and instruments.
The
foregoing provision shall automatically be a part of the resolution or motion
even though not stated in the minutes; and any officer may state or certify that
the foregoing provision is included in the resolution or
motion. (Added entire section 8/3/82.)
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ARTICLE
7. AMENDMENTS
Section
7.01. Reservation of Right to Amend. The
Corporation expressly reserves the right from time to time to amend these
By-laws, in the manner now or hereafter permitted by the provisions of the
Articles of Incorporation and these By-laws, whether or not such amendment shall
constitute or result in a fundamental change in the purposes or structures of
the Corporation or in the rights or privileges of shareholders or others or in
any or all of the foregoing. All rights and privileges of
shareholders or others shall be subject to this reservation. Wherever
used in these By-laws with respect to the By-laws, the word "amend," "amended,"
or "amendment" includes and applies to the amendment, alteration, or repeal of
any or all provisions of the By-laws or the adoption of new
By-laws. (As amended 4/28/66.)
Section
7.02. Procedure to Amend. Any amendment to these
By-laws may be adopted at any meeting of the Board of Directors by the
affirmative vote of a majority of the number of Directors fixed by Section
3.03. No notice of any proposed amendment to the By-laws shall be
required. (As amended 4/28/66.)
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