Corporate Bylaws - Minnesota

BYLAWS OF [____________________], a Minnesota corporation

A for-profit corporation organized under the Minnesota Business Corporation Act, Minn. Stat. ch. 302A (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Registered Office and Registered Agent. Pursuant to Minn. Stat. § 302A.121, the corporation shall continuously maintain a registered office in Minnesota and may, but need not, have a registered agent. The registered office is located at [____________________], and the registered agent (if any) is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate notice with the Minnesota Secretary of State.

Section 1.2 Principal Executive Office; Other Offices. The principal executive office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Minnesota, as the Board may designate or the business of the corporation may require.

ARTICLE II — SHAREHOLDERS

Section 2.1 Regular (Annual) Meeting. Pursuant to Minn. Stat. § 302A.431, regular meetings of shareholders may be held on an annual or other less frequent periodic basis, as fixed by the Board or these Bylaws, but a regular meeting need not be held unless demanded by a shareholder under the Act. The regular meeting shall be held on [____________________], or on such other date and at such time as the Board may fix, for the election of directors and the transaction of such other business as may properly come before the meeting. At a regular meeting the shareholders, voting as provided in the Act, shall elect qualified successors for directors whose terms have expired and may transact any other business.

Section 2.2 Special Meetings. Pursuant to Minn. Stat. § 302A.433, a special meeting of shareholders may be called by the Chief Executive Officer, the Chief Financial Officer, two or more directors, or a shareholder or shareholders holding ten percent (10%) or more of the voting power of all shares entitled to vote (except that a special meeting for the purpose of considering an action to facilitate or effect a business combination, including an action to change or otherwise affect the composition of the Board for that purpose, must be called by twenty-five percent (25%) or more of the voting power of all shares entitled to vote). The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.

Section 2.3 Place of Meetings; Remote Communication. Meetings of shareholders may be held at any place, within or without the State of Minnesota, designated by the Board; if no place is designated, meetings shall be held at the principal executive office. Pursuant to Minn. Stat. § 302A.436, the Board may determine that a regular or special meeting may be held solely by means of remote communication, or that shareholders not physically present may participate by remote communication, in each case subject to the guidelines and procedures of that section; a shareholder so participating is deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to Minn. Stat. § 302A.435, notice of the date, time, and place (if any) of each meeting of shareholders shall be given to every shareholder entitled to vote, unless a meeting is an adjourned meeting and the date, time, and place were announced at the time of adjournment. The notice shall be given not less than ten (10) days nor more than sixty (60) days before the meeting. Notice of a special meeting shall state the purpose(s) of the meeting; only those purposes may be the subject of the meeting. In the case of a regular meeting, notice need not state the purpose unless the Act requires otherwise.

Section 2.5 Waiver of Notice. A shareholder may waive notice of a meeting before, at, or after the meeting, in a writing signed by the shareholder or by authenticated electronic communication. Attendance at or participation in a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of that item, as provided in Minn. Stat. § 302A.435, subd. 4.

Section 2.6 Record Date. The Board may fix a date, not more than sixty (60) days before the date of a meeting, as the date for the determination of shareholders entitled to notice of and to vote at the meeting, as provided in Minn. Stat. § 302A.445, subd. 1. When a date is so fixed, only shareholders on that date are entitled to notice of and to vote at the meeting, notwithstanding any later transfer of shares.

Section 2.7 Quorum. Pursuant to Minn. Stat. § 302A.443, the holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum for the transaction of business. If a quorum is present when a meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of shareholders originally present leaves less than the number otherwise required for a quorum.

Section 2.8 Act of the Shareholders. Pursuant to Minn. Stat. § 302A.437, the shareholders shall take action by the affirmative vote of the holders of the greater of (a) a majority of the voting power of the shares present and entitled to vote on that item of business, or (b) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, except where the Act or the Articles require a larger proportion or number. The Articles may provide for a larger or smaller proportion or number as permitted by the Act.

Section 2.9 Voting Rights. Pursuant to Minn. Stat. § 302A.445, each shareholder has one vote for each share held unless otherwise provided in the Articles or in a Board resolution fixing the terms of a class or series. A shareholder may vote in person or by proxy.

Section 2.10 Election of Directors; Cumulative Voting. Pursuant to Minn. Stat. § 302A.215, subd. 1, unless otherwise provided in the Articles, directors are elected by a plurality of the voting power of the shares present and entitled to vote at a meeting at which a quorum is present. Unless the Articles provide that there shall be no cumulative voting, and except as provided in Minn. Stat. § 302A.223, subd. 5, each shareholder entitled to vote for directors has the right under Minn. Stat. § 302A.215, subd. 2 to cumulate those votes by giving written notice of intent to cumulate to an officer of the corporation before the meeting, or to the presiding officer at the meeting at any time before the election of directors, in which case the presiding officer shall announce cumulative voting before the election and each shareholder may cumulate votes as provided in that section.

Section 2.11 Proxies. Pursuant to Minn. Stat. § 302A.449, a shareholder may cast or authorize the casting of a vote by filing a written appointment of a proxy with an officer of the corporation at or before the meeting, or by an authenticated electronic communication. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment, and is revocable unless the appointment is coupled with an interest in the shares or in the corporation as provided in the Act.

Section 2.12 Action Without a Meeting. Pursuant to Minn. Stat. § 302A.441, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action. If the Articles so provide, any action (other than an action requiring shareholder approval without the possibility of dissent) may be taken by written action signed by shareholders who own voting power equal to the voting power that would be required to take the same action at a meeting at which all shareholders entitled to vote were present; in that case the corporation shall give prompt notice to all shareholders entitled to vote who did not consent, as required by that section.

Section 2.13 Adjournment. A meeting may be adjourned from time to time. If the date, time, and place (if any) of the adjourned meeting are announced at the time of adjournment, no further notice need be given unless a new record date is fixed for the adjourned meeting.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Minn. Stat. § 302A.201, the business and affairs of the corporation shall be managed by or under the direction of the Board, except as otherwise permitted by the Act with respect to a shareholder control agreement under Minn. Stat. § 302A.457.

Section 3.2 Number and Qualifications. Pursuant to Minn. Stat. § 302A.203, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s), or fixed from time to time as provided in the Articles or these Bylaws. Directors need not be Minnesota residents or shareholders unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Pursuant to Minn. Stat. § 302A.205 and § 302A.207, directors are elected at each regular meeting of shareholders at which directors are to be elected, and each director holds office for the term for which the director is elected and until a successor is elected and qualifies, or until the earlier death, resignation, removal, or disqualification of the director. The terms of directors may be staggered as permitted by Minn. Stat. § 302A.213.

Section 3.4 Resignation. Pursuant to Minn. Stat. § 302A.221, a director may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice.

Section 3.5 Removal. Pursuant to Minn. Stat. § 302A.223, a director may be removed at any time, with or without cause, by the affirmative vote of the shareholders holding a majority of the voting power of all shares entitled to vote at an election of that director, subject to the cumulative-voting protection of that section and to any provision of the Articles. If a director was elected by a class or series of shares, the director may be removed only by the shareholders of that class or series. The Board may remove a director only as expressly permitted by Minn. Stat. § 302A.223.

Section 3.6 Vacancies. Pursuant to Minn. Stat. § 302A.225, unless otherwise provided in the Articles or these Bylaws, a vacancy on the Board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum, and a vacancy resulting from a newly created directorship may be filled by the affirmative vote of a majority of the directors then in office. A director elected to fill a vacancy holds office until a qualified successor is elected by the shareholders at the next regular or special meeting at which directors are elected.

Section 3.7 Board Meetings. Pursuant to Minn. Stat. § 302A.231, meetings of the Board may be held from time to time as provided in these Bylaws, and a director or the entire Board may participate in a meeting by means of conference telephone or other electronic communication through which the participants may simultaneously hear each other; participation by such means constitutes presence at the meeting. A meeting may be called by any director by giving the notice described below.

Section 3.8 Notice of Board Meetings. Unless the Articles or these Bylaws provide for a different period, notice of the date, time, and place of a Board meeting (and, if the meeting is to be held solely by remote communication, a statement of that fact) shall be given to each director at least [ten (10)] days before the meeting if by mail, or at least [forty-eight (48) hours] before the meeting if given personally or by telephone or electronic communication. Notice need not state the purpose of the meeting. A director may waive notice of a meeting before, at, or after the meeting, in writing or by authenticated electronic communication. Attendance at a meeting is a waiver of notice unless the director objects at the beginning of the meeting to the transaction of business because the meeting was not lawfully called or convened and does not participate thereafter.

Section 3.9 Quorum and Act of the Board. Pursuant to Minn. Stat. § 302A.235, a majority of the directors currently holding office is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the Articles or these Bylaws (but not fewer than permitted by the Act). Pursuant to Minn. Stat. § 302A.237, the Board takes action by the affirmative vote of a majority of directors present at a duly held meeting at the time the action is taken, except where the Act, the Articles, or these Bylaws require the affirmative vote of a larger proportion or number.

Section 3.10 Action Without a Meeting. Pursuant to Minn. Stat. § 302A.239, an action required or permitted to be taken at a Board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the Articles so provide, any action (other than an action requiring shareholder approval) may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present; in that case, the corporation shall give prompt notice to all directors who did not sign or consent, as required by that section.

Section 3.11 Absent Directors. Pursuant to Minn. Stat. § 302A.233, the Articles or these Bylaws may provide that a director may give advance written consent or opposition to a proposal to be acted on at a Board meeting, to be counted as provided in that section if the director is not present at the meeting.

Section 3.12 Compensation. Pursuant to Minn. Stat. § 302A.211, the Board may fix the compensation of directors.

Section 3.13 Standard of Conduct. Pursuant to Minn. Stat. § 302A.251, a director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A director who so performs is not liable by reason of being or having been a director, and may rely on information, opinions, reports, or statements as permitted by that section. Director conflicts of interest are governed by Minn. Stat. § 302A.255.

ARTICLE IV — COMMITTEES

Section 4.1 Committees. Pursuant to Minn. Stat. § 302A.241, subd. 2, a resolution approved by the affirmative vote of a majority of the Board may establish committees having the authority of the Board in the management of the business of the corporation only to the extent provided in the resolution. Committees other than a special litigation committee and a committee formed under Minn. Stat. § 302A.673 are subject at all times to the direction and control of the Board. A committee shall consist of one or more natural persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.

Section 4.2 Committee Procedures. Pursuant to Minn. Stat. § 302A.241, subd. 1, the provisions of the Act governing the calling, notice, quorum, manner of acting, and place and means of holding Board meetings apply to committees and their members as well.

Section 4.3 Special Litigation Committee. Pursuant to Minn. Stat. § 302A.241, subd. 1, the Board may establish a committee composed of one or more independent directors or other independent persons to consider legal rights or remedies of the corporation and whether those rights or remedies should be pursued.

ARTICLE V — OFFICERS

Section 5.1 Officers Required. Pursuant to Minn. Stat. § 302A.301, the corporation shall have one or more natural persons exercising the functions of the offices, however designated, of Chief Executive Officer and Chief Financial Officer. The Board may elect or appoint such other officers or agents as it deems necessary for the operation and management of the corporation, including a Chair of the Board, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom has the powers, rights, duties, and responsibilities set forth in these Bylaws or determined by the Board.

Section 5.2 Chief Executive Officer. Pursuant to Minn. Stat. § 302A.305, unless provided otherwise by a Board resolution, the Chief Executive Officer shall (a) have general active management of the business of the corporation; (b) when present, preside at meetings of the shareholders and the Board; (c) see that orders and resolutions of the Board are carried into effect; (d) sign and deliver in the name of the corporation deeds, mortgages, bonds, contracts, or other instruments, except where required or permitted by law to be otherwise signed and delivered and except where the signing and delivery is delegated by the Board to another officer or agent; (e) maintain records of and, when necessary, certify proceedings of the Board and the shareholders; and (f) perform other duties prescribed by the Board.

Section 5.3 Chief Financial Officer. Pursuant to Minn. Stat. § 302A.305, unless provided otherwise by a Board resolution, the Chief Financial Officer shall (a) keep accurate financial records for the corporation; (b) deposit 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 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; (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; and (f) perform other duties prescribed by the Board or the Chief Executive Officer.

Section 5.4 Other Officers. Pursuant to Minn. Stat. § 302A.311, any other officer elected or appointed by the Board (such as a President, one or more Vice Presidents, a Secretary, or a Treasurer) shall have the powers and perform the duties set forth in these Bylaws or determined by the Board or by an officer authorized by the Board. The same person may hold two or more offices, as permitted by Minn. Stat. § 302A.315.

Section 5.5 Officers Deemed Elected. Pursuant to Minn. Stat. § 302A.321, in the absence of an election or appointment of officers by the Board, the person or persons exercising the principal functions of the Chief Executive Officer or the Chief Financial Officer are deemed to have been elected to those offices.

Section 5.6 Resignation, Removal, and Vacancies. Pursuant to Minn. Stat. § 302A.341, an officer may resign at any time by giving written notice to the corporation, effective without acceptance when given unless a later effective time is specified. An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present, subject to any contract rights. A vacancy in an office may be filled by the Board. The election or appointment of a person as an officer does not, of itself, create contract rights, as provided in Minn. Stat. § 302A.331.

Section 5.7 Standard of Conduct; Delegation. Each officer shall discharge the duties of the office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, as provided in Minn. Stat. § 302A.361. An officer, with the approval of the Board, may delegate some or all of the duties and powers of the office to other persons, as provided in Minn. Stat. § 302A.351.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Authorized Shares; Issuance. Pursuant to Minn. Stat. §§ 302A.401 and 302A.405, the corporation may issue the number and classes or series of shares authorized in the Articles, for the consideration determined by the Board and permitted by the Act. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall be signed by an agent or officer authorized in the Articles or these Bylaws or by the Board, and shall contain on its face the information required by Minn. Stat. § 302A.417, including the name of the corporation, that it is incorporated under the laws of Minnesota, the name of the person to whom the certificate is issued, and the number and class (and series, if any) of shares it represents.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates, as provided in Minn. Stat. § 302A.417. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder the written statement of information required by that section.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restriction noted on the certificate or in the information statement and in the corporate records.

Section 6.5 Restrictions on Transfer. Pursuant to Minn. Stat. § 302A.429, the corporation may impose restrictions on the transfer or registration of transfer of shares. A restriction is valid and enforceable against the holder or a transferee if it is noted conspicuously on the certificate or contained in the information statement for uncertificated shares, or if the transferee has actual knowledge of the restriction.

Section 6.6 Lost, Destroyed, or Stolen Certificates. Pursuant to Minn. Stat. § 302A.419, the corporation may issue a new certificate (or uncertificated shares) in place of a certificate alleged to have been lost, stolen, or destroyed, upon the conditions the Board may require, including the furnishing of an affidavit and, if required, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Mandatory Indemnification; Standard. Pursuant to and subject to Minn. Stat. § 302A.521, subd. 2, the corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions complained of, the person: (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, settlements, and reasonable expenses with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit and section 302A.255 (director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation (or, in the case of conduct as a director, officer, partner, trustee, employee, or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the corporation). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, establish that the person did not meet these criteria.

Section 7.2 Definitions. For purposes of this Article, "official capacity," "proceeding," "special legal counsel," and "corporation" have the meanings given in Minn. Stat. § 302A.521, subd. 1.

Section 7.3 Advances. Pursuant to Minn. Stat. § 302A.521, subd. 3, and subject to subdivision 4, if a person is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement of reasonable expenses, including attorneys' fees and disbursements, incurred in advance of final disposition of the proceeding, (a) upon receipt by the corporation of a written affirmation by the person of a good-faith belief that the criteria for indemnification in subdivision 2 have been satisfied and a written undertaking to repay all amounts paid or reimbursed if it is ultimately determined that the criteria have not been satisfied, and (b) after a determination that the facts then known to those making the determination would not preclude indemnification. The written undertaking is an unlimited general obligation of the person making it, but need not be secured and shall be accepted without reference to financial ability to repay.

Section 7.4 Determination of Eligibility. All determinations of whether indemnification is required and whether a person is entitled to advances shall be made in the manner specified in Minn. Stat. § 302A.521, subd. 6, including by the Board by a majority of a quorum of directors who are not parties to the proceeding, by a committee of disinterested directors, by special legal counsel, or by the shareholders, or, in the circumstances described in that subdivision, by a court.

Section 7.5 Prohibition or Limit. As permitted by Minn. Stat. § 302A.521, subd. 4, the Articles or these Bylaws may prohibit indemnification or advances otherwise required by that section, or impose additional conditions (including monetary limits), if the prohibition or conditions apply equally to all persons or to all persons within a given class, and subject to the limitation on retroactive effect stated in that subdivision.

Section 7.6 Insurance. Pursuant to Minn. Stat. § 302A.521, subd. 7, the corporation may purchase and maintain insurance on behalf of a person in that person's official capacity against any liability asserted against and incurred by the person in or arising from that capacity, whether or not the corporation would have been required to indemnify the person against the same liability under that section.

Section 7.7 Reimbursement to Witnesses; Other Persons; Disclosure. This Article does not limit the corporation's ability to reimburse the expenses of a person appearing as a witness who is not a party (Minn. Stat. § 302A.521, subd. 5), or to indemnify persons other than directors, officers, employees, or members of a committee of the Board by contract or otherwise (subd. 9). The corporation shall make the disclosure to shareholders required by Minn. Stat. § 302A.521, subd. 8, with respect to indemnification or advances in connection with a proceeding by or on behalf of the corporation.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to Minn. Stat. § 302A.551, the Board may authorize, and the corporation may make, distributions (including dividends) to its shareholders, subject to any restriction in the Articles.

Section 8.2 Limitations. The corporation may not make a distribution if, after giving it effect, the corporation would not be able to pay its debts in the ordinary course of business after the distribution (the insolvency test of Minn. Stat. § 302A.551, subd. 1). The Board may base a determination that a distribution is permitted on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances, on a fair valuation, or on another method reasonable in the circumstances, as provided in that section. Directors may be liable for illegal distributions as provided in Minn. Stat. §§ 302A.559 and 302A.557.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution, consistent with Minn. Stat. § 302A.445 and § 302A.551.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Records. Pursuant to Minn. Stat. § 302A.461, subd. 1 and subd. 2, the corporation shall keep at its principal executive office, or have available within ten (10) days after receipt of a demand, originals or copies of records including: the Articles and Bylaws (with amendments); minutes of meetings of shareholders and the Board, and records of actions taken without a meeting, for the last three years; reports made to shareholders generally within the last three years; a statement of the names and usual business addresses of the directors and principal officers; certain voting trust and shareholder control agreements; and the financial statements required by Minn. Stat. § 302A.463. The corporation shall maintain a share register and accurate financial records.

Section 9.2 Shareholder Inspection Rights. Pursuant to Minn. Stat. § 302A.461, subd. 4, a shareholder, beneficial owner, or holder of a voting trust certificate has an absolute right, upon written demand, to examine and copy the documents described in subdivision 2 at the corporation's principal executive office, and has the right, upon written demand stating the purpose, to examine and copy other corporate records at any reasonable time, if the shareholder demonstrates a proper purpose as described in that subdivision.

Section 9.3 Financial Statements. Pursuant to Minn. Stat. § 302A.463, upon written request by a shareholder, the corporation shall furnish its most recent annual financial statements, which must include a balance sheet and a statement of income for the fiscal year, prepared as provided in that section.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. Pursuant to Minn. Stat. § 302A.163, the corporation may, but need not, have a corporate seal. The use or nonuse of a seal does not affect the validity, recordability, or enforceability of any document or act.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Electronic Records and Signatures. Records and signatures may be created, maintained, and transmitted in electronic form to the extent permitted by Minn. Stat. § 302A.015 and the Act.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Minn. Stat. § 302A.181, subd. 2, unless reserved to the shareholders by the Articles, the power to adopt, amend, or repeal the Bylaws is vested in the Board, subject to the power of the shareholders to adopt, amend, or repeal Bylaws adopted, amended, or repealed by the Board. After the adoption of the initial Bylaws, the Board may not adopt, amend, or repeal a Bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling Board vacancies, or fixing the number of directors or their classifications, qualifications, or terms of office, except that the Board may adopt or amend a Bylaw to increase the number of directors.

Section 11.2 Amendment by Shareholders. Pursuant to Minn. Stat. § 302A.181, subd. 3, a shareholder or shareholders holding three percent (3%) or more of the voting power of the shares entitled to vote may propose a resolution for action by the shareholders to adopt, amend, or repeal Bylaws adopted, amended, or repealed by the Board, following the limitations and procedures provided in Minn. Stat. § 302A.135, subds. 2 to 4. The cumulative-voting protection of Minn. Stat. § 302A.215, subd. 3 applies to any amendment affecting cumulative voting for a corporation that is not publicly held.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to Minn. Stat. § 302A.181, subd. 4, unless the Articles provide otherwise, these Bylaws may contain provisions, effective only during an emergency, that are necessary to manage the corporation during the emergency, including: (a) procedures for calling a meeting of the Board; (b) quorum requirements for the meeting; (c) designation of additional or substitute directors; and (d) procedures for the Board to determine the duration of an emergency.

Section 12.2 Effect During Emergency. All provisions of these regular Bylaws that are not inconsistent with the emergency Bylaws remain effective during the emergency. Corporate action taken in good faith in accordance with the emergency Bylaws binds the corporation. Upon termination of the emergency, the emergency Bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting officer responsible for maintaining the records of [____________________], a Minnesota corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporators / the first Board of Directors] pursuant to Minn. Stat. §§ 302A.171 and 302A.181 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary (or officer exercising the functions of Secretary)

SOURCES AND REFERENCES

• Minnesota Business Corporation Act, Minn. Stat. ch. 302A (§ 302A.001 et seq.)
• Minn. Stat. § 302A.015 (electronic records and signatures); § 302A.121 (registered office and registered agent); § 302A.163 (corporate seal); § 302A.171 (organization)
• Minn. Stat. § 302A.181 (bylaws; power of board (subd. 2); power of shareholders (subd. 3); emergency bylaws (subd. 4))
• Minn. Stat. § 302A.201 (board management); §§ 302A.203 to 302A.213 (number; qualifications/election; terms; classification of directors)
• Minn. Stat. § 302A.215 (voting for directors; cumulative voting — Minnesota default-on unless denied by the Articles)
• Minn. Stat. §§ 302A.221 to 302A.225 (resignation; removal; vacancies); §§ 302A.231 to 302A.241 (board meetings; absent directors; quorum; act of the board; action without meeting; committees)
• Minn. Stat. § 302A.251 (standard of conduct for directors); § 302A.255 (director conflicts of interest)
• Minn. Stat. §§ 302A.301 to 302A.361 (officers required; duties of required officers; other officers; multiple offices; officers deemed elected; contract rights; resignation/removal/vacancies; delegation; standard of conduct)
• Minn. Stat. §§ 302A.401 to 302A.429 (authorized shares; consideration; share certificates and uncertificated shares; lost certificates; restrictions on transfer)
• Minn. Stat. §§ 302A.431 to 302A.449 (regular meetings; special meetings; notice; remote communications; act of the shareholders; action without a meeting; quorum; voting rights; proxies)
• Minn. Stat. § 302A.521 (indemnification: mandatory standard (subd. 2); advances with written affirmation and undertaking (subd. 3); prohibition/limit (subd. 4); determination (subd. 6); insurance (subd. 7); disclosure (subd. 8); other persons (subd. 9))
• Minn. Stat. § 302A.551 (distributions); §§ 302A.557 to 302A.559 (liability of shareholders/directors for illegal distributions)
• Minn. Stat. § 302A.461 (books and records; inspection); § 302A.463 (financial statements)