<PAGE>

                                                                    Exhibit 3(b)

                                    RESTATED
                                     BY-LAWS
                                       OF
                            HICKORY TECH CORPORATION

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                 Page
-------                                                                 ----
<S>                                                                     <C>

SHAREHOLDERS

1.01   Place of Meetings                                                  1
1.02   Regular Meetings
1.03   Special Meetings                                                   2
1.04   Meetings Held Upon Shareholder Demand
1.05   Adjournments
1.06   Notice of Meetings
1.07   Waiver of Notice
1.08   Quorum; Acts of Shareholders                                       3
1.09   Voting Rights
1.10   Proxies
1.11   Action Without a Meeting
1.12   Nomination of Directors
1.13   Organization and Conduct of Business                               4

DIRECTORS

2.01   Number; Qualifications
2.02   Term                                                               5
2.03   Vacancies
2.04   Place of Meetings
2.05   Regular Meetings
2.06   Special Meetings
2.07   Waiver of Notice; Previously Scheduled Meetings
2.08   Quorum; Acts of Board                                              6
2.09   Electronic Communications
2.10   Absent Directors
2.11   Action Without a Meeting
2.12   Committees
2.13   Compensation                                                       7

</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
Section                                                                 Page
-------                                                                 ----
<S>                                                                     <C>
OFFICERS

3.01   Number and Designation
3.02   Chief Executive Officer
3.03   Chief Financial Officer
3.04   Chairman                                                           8
3.05   President
3.06   Vice Presidents
3.07   Secretary
3.08   Treasurer
3.09   Authority and Duties
3.10   Term                                                               9
3.11   Salaries

INDEMNIFICATION

4.01   Indemnification
4.02   Insurance

SHARES

5.01   Certificated and Uncertificated Shares
5.02   Declaration of Dividends and Other Distributions                  10
5.03   Transfer of Shares
5.04   Record Date

MISCELLANEOUS

6.01   Execution of Instruments                                          11
6.02   Advances
6.03   Corporate Seal
6.04   Fiscal Year
6.05   Amendments

</TABLE>

This Table of Contents is not part of the By-Laws of the Corporation. It is
intended merely to aid in the utilization of the By-Laws.

                                       ii
<PAGE>

                                    RESTATED
                                     BY-LAWS
                                       OF
                            HICKORY TECH CORPORATION


                                  SHAREHOLDERS

SECTION 1.01 PLACE OF MEETINGS. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or at such other
place as may be designated by the Board of Directors or the Chief Executive
Officer; provided, however, that any meeting called by or at the demand of a
shareholder or shareholders shall be held in the county where the principal
executive office of the Corporation is located.

SECTION 1.02 REGULAR MEETINGS. Regular meetings of the shareholders shall be
held in each year on such date in the month of April, May or June as the
Board of Directors shall determine. If a regular meeting has not been held
during the immediately preceding 15 months, a shareholder or shareholders
holding three percent or more of the voting power of all shares entitled to
vote may demand a regular meeting of shareholders by written demand given to
the Chief Executive Officer or Chief Financial Officer of the Corporation. At
each regular meeting the shareholders shall elect qualified successors for
directors whose terms have expired and may transact any other business,
provided, however, that no business with respect to which special notice is
required by law shall be transacted unless such notice shall have been given.
To be properly brought before a regular meeting of shareholders, business
must be (1) specified in the notice of the meeting, (2) directed to be
brought before the meeting by the Board of Directors or (3) proposed at the
meeting by a shareholder who (i) was a shareholder of record at the time of
giving of notice provided for in these bylaws, (ii) is entitled to vote at
the meeting and (iii) gives prior notice of the matter, which must otherwise
be a proper matter for shareholder action, in the manner herein provided. For
business to be properly brought before a regular meeting by a shareholder,
the shareholder must give written notice to the Secretary of the Corporation
so as to be received at the principal executive offices of the Corporation at
least 120 days in advance of the date that the Company released its proxy
statement to its shareholders in connection with the prior year's regular
meeting. Such notice shall set forth (1) the name and record address of the
shareholder and of the beneficial owner, if any, on whose behalf the proposal
will be made, (2) the class and number of shares of the Corporation owned by
the shareholder and beneficially owned by the beneficial owner, if any, on
whose behalf the proposal will be made, (3) a brief description of the
business desired to be brought before the regular meeting and the reasons for
conducting such business desired to be brought before the regular meeting and
the reasons for conducting such business and (4) any material interest in
such business of the shareholder and the beneficial owner, if any, on whose
behalf the proposal is made. The chairman of the meeting may refuse to
acknowledge any proposed business not made in compliance with the foregoing
procedure.

                                       1
<PAGE>

SECTION 1.03 SPECIAL MEETINGS. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the Chief Executive
Officer; by the Chief Financial Officer; by the Board of Directors or any two
or more member thereof; or by one or more shareholders holding not less than
ten percent of the voting power of all shares of the Corporation entitled to
vote, who shall demand such special meeting my written notice given to the
Chief Executive Officer or the Chief Financial Officer of the Corporation
specifying the purposes of such meeting; provided that a special meeting for
the purpose of considering any action to directly or indirectly facilitate or
effect a business combination, including any action to change or otherwise
affect the composition of the Board of Directors for that purpose, must be
called by 25% or more of the voting power of all shares entitled to vote.

SECTION 1.04 MEETINGS HELD UPON SHAREHOLDER DEMAND. Within 30 days of receipt
of a demand by the Chief Executive Officer or the Chief Financial Officer
from any shareholder or shareholders entitled to call a meeting of the
shareholders, it shall be the duty of the Board of Directors of the
Corporation to cause a special or regular meeting of shareholders, as the
case may be, to be duly called and held on notice no later than ninety days
after receipt of such demand. If the Board of Directors fails to cause such a
meeting to be called and held as required by this Section, the shareholder or
shareholders making the demand may call the meeting by giving notice as
provided in Section 1.06 hereof at the expense of the Corporation.

SECTION 1.05 ADJOURNMENTS. Any meeting of the shareholders may be adjourned
from time to time to another date, time and place. If any meeting of the
shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment.

SECTION 1.06 NOTICE OF MEETINGS. Except as otherwise specified in Section
1.05 or required by law, written notice of each meeting of the shareholders,
stating the date, time and place and, in the case of a special meeting, the
purpose or purposes, shall be given at least ten days and not more than sixty
days prior to the meeting to every holder of shares entitled to vote at such
meeting. The business transacted at a special meeting of shareholders is
limited to the purposes stated in the notice of the meeting.

SECTION 1.07 WAIVER OF NOTICE. A shareholder may waive notice of the date,
time, place and purpose or purposes of a meeting of shareholders. A waiver of
notice by a shareholder entitled to notice is effective whether given before,
at or after the meeting, and whether given in writing, orally or by
attendance. Attendance by a shareholder at a meeting is a waiver of notice o
that meeting, unless 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 that meeting and does not participate in
the consideration of the item at that meeting.

                                       2
<PAGE>

SECTION 1.08 QUORUM; ACTS OF SHAREHOLDERS. The holders of a majority of the
voting power of the shares entitled to vote at a shareholders meeting are a
quorum for the transaction of business. If a quorum is present when a duly
called or held meeting is convened, the shareholders present may continue to
transact business until adjournment, even though the withdrawal of a number
of the shareholders originally present leaves less than the proportion or
number otherwise required for a quorum. Except as otherwise required by law
or specified in the Articles of Incorporation of the Corporation, the
shareholders shall take action by the affirmative vote of the holders of a
majority of the voting power of the shares present and entitled to vote at a
duly held meeting of shareholders.

SECTION 1.09 VOTING RIGHTS. Subdivision 1. A shareholder shall have one vote
for each share held which is entitled to vote. Except as otherwise required
by law, a holder of shares entitled to vote may vote any portion of the
shares in any way the shareholder chooses. If a shareholder votes without
designating the proportion or number of shares voted in a particular way, the
shareholder is deemed to have voted all of the shares in that way.

Subdivision 2. The Board may fix a date not more than sixty days before the
date of a meeting of shareholders as the date for the determination of the
holders of shares entitled to notice of and entitled to vote at the meeting.
When a date is so fixed, only shareholders on that date are entitled to
notice of and permitted to vote at that meeting of shareholders.

SECTION 1.10 PROXIES. 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 at which the appointment is to be
effective.

SECTION 1.11 ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the shareholders of the Corporation may be taken
without a meeting by written action signed by all of the shareholders
entitled to vote on that action. The written action is effective when it has
been signed by all of those shareholders, unless a different effective time
is provided in the written action.

SECTION 1.12 NOMINATION OF DIRECTORS. Nomination of persons for election as
directors may be made at a regular meeting of shareholders (a) by or at the
direction of the Board of Directors or (b) by any shareholder who (1) was a
shareholder of record at the time of giving of notice provided for in these
bylaws, (2) is entitled to vote at the meeting and (3) gives prior notice of
nomination in the manner herein provided. For a nomination to be properly
made by a shareholder, the shareholder must give written notice to the
Secretary of the Corporation so as to be received at the principal executive
offices of the Corporation at least 120 days before that date that is one
year after the prior year's regular meeting. Such notice shall set forth (a)
as to the shareholder giving the notice: (1) the name and record address of
the shareholder and of the beneficial owner, if any, on whose behalf the
nomination will be made, and (2) the class and number of shares of the
Corporation owned by the shareholder and beneficially owned by the beneficial
owner, if any, on whose behalf the nomination will be made and (b) as to each
person the shareholder proposes to nominate: (1) the name, age, business
address and residence address of the person, (2) the principal occupation or
employment of the person and (3) the class and number of shares in the
Corporation's capital stock beneficially owned by the person. The chairman of
the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.

                                       3
<PAGE>

SECTION 1.13 ORGANIZATION AND CONDUCT OF BUSINESS. The highest ranking
officer of the Corporation who is present shall call to order and act as
chairman of any meeting of the shareholders. In the absence of the Secretary,
the secretary of the meeting shall be such person as the chairman of the
meeting appoints. The chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for conduct
of the meeting. To the extent not prohibited by law, such rules, regulations
or procedures may include, without limitation, establishment of (1) an agenda
or order of business for the meeting and the method by which business may be
proposed, (2) rules and procedures for maintaining order at the meeting and
the safety of those present, (3) limitations on attendance at or
participation in the meeting to shareholders of record of the Corporation,
their duly authorized proxies or such other persons as the chairman of the
meeting shall determine, (4) restrictions on entry to the meeting after the
time fixed for the commencement thereof and (5) limitations on the time
allotted to questions or comments by participants. Any proposed business
contained in the notice of a regular meeting is deemed to be on the agenda
and no further motions or other actions shall be required to bring such
proposed business up for consideration. Unless and to the extent otherwise
determined by the chairman of the meeting, it shall not be necessary to
follow Robert's Rules of Order or any other rules of parliamentary procedure
at the meeting of the shareholders. Following completion of the business of
the meeting as determined by the chairman of the meeting, the chairman of the
meeting shall have the exclusive authority to adjourn the meeting.

                                    DIRECTORS

SECTION 2.01 NUMBER; QUALIFICATIONS. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of not less
than six and not more than twelve directors, who need not be shareholders.
Directors shall be natural persons. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall consist
of not less than two and not more than four directors. The exact number of
directors in each class shall be determined by the Board of Directors prior
to the regular meeting at which directors of such class are to be elected;
but thereafter the authorized number of directors in such class may be
increased by the Board or Directors. At each regular meeting of shareholders,
successors to the class of directors whose terms expires at that regular
meeting shall be elected for a three-year term. Any director of any class
elected to fill a vacancy in such class shall hold office for a term that
shall coincide with the remaining term of that class. A director shall hold
office until the regular meeting held in the year in which the director's
term expires and until a successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification
or removal from office. A director (including a director named by the Board
of Directors to fill a vacancy) may be removed from office only for cause.
Any vacancy on the Board of Directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy shall have the same
remaining term as that of such director's predecessor. No person may stand
for election as a director after that person's seventieth birthday; PROVIDED,
HOWEVER, that the current directors in Classes I and II who are age seventy
or more may stand for election for one additional three-year term at the
regular meetings to be held in 1986 and 1987, respectively.

                                       4
<PAGE>

SECTION 2.02 TERM. Each director shall serve for a three-year term that
expires on the date of the third regular meeting of shareholders following
the regular meeting at which such director was elected. A director shall hold
office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.

SECTION 2.03 VACANCIES. Vacancies on the Board of Directors resulting from
the death, resignation, removal or disqualification of a director may be
filled by the affirmative vote of a majority of the remaining members of the
Board, though less than a quorum.

SECTION 2.04 PLACE OF MEETINGS. Each meeting of the Board of Directors shall
be held at the principal executive office of the Corporation or at such other
place as may be designated from time to time by a majority of the members of
the Board.

SECTION 2.05 REGULAR MEETINGS. Regular meetings of the Board of Directors for
the election of officers and the transaction of any other business shall be
held without notice at the place of and immediately after each regular
meeting of the shareholders.

SECTION 2.06 SPECIAL MEETINGS. A special meeting of the Board of Directors
may be called for any purpose or purposes at any time by any member of the
Board by giving not less than two hours' actual notice to all directors of
the date, time and place of the meeting. The notice need not state the
purpose of the meeting.

SECTION 2.07 WAIVER OF NOTICE; PREVIOUSLY SCHEDULED MEETINGS. Subdivision 1.
A director of the Corporation may waive notice of the date, time and place of
a meeting of the Board. A waiver of notice by a director entitled to notice
is effective whether given before, at or after the meeting, and whether given
in writing, orally or by attendance. Attendance by a director at a meeting is
waiver of notice of that meeting, unless the director objects at the
beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened and thereafter does not participate in the
meeting.

Subdivision 2. If the day or date, time and place of a Board meeting have
been provided herein or announced at a previous meeting of the Board, no
notice is required. Notice of an adjourned meeting need not be given other
than by announcement at the meeting at which adjournment is taken of the
date, time and place at which the meeting will be reconvened.

                                       5
<PAGE>

SECTION 2.08 QUORUM; ACTS OF BOARD. The presence in person of a majority of
the directors currently holding office shall be necessary to constitute a
quorum for the transaction of business. In the absence of a quorum, a
majority of the directors present may adjourn a meeting from time to time
without further notice until a quorum is present. If a quorum is present when
a duly held meeting is convened, the directors present may continue to
transact business until adjournment, even though the withdrawal of a number
of the directors originally present leaves less than the proportion or number
otherwise required for a quorum. Except as otherwise required by law or
specified in the Articles of Incorporation of the Corporation, the Board
shall take action by the affirmative vote of a majority of the directors
present at a duly held meeting.

SECTION 2.09 ELECTRONIC COMMUNICATIONS. A conference among directors by any
means of communication through which the directors may simultaneously hear
each other during the conference constitutes a Board meeting, if the same
notice is given of the conference as would be required for a meeting, and if
the number of directors participating in the conference would be sufficient
to constitute a quorum at a meeting. A director may participate in a Board
meeting not described in the immediately preceding sentence by any means of
communication through which the director, other directors so participating
and all directors physically present at the meeting may simultaneously hear
each other during the meeting. Participation in a meeting by any means
referred to in this Section 2.09 constitutes presence in person at the
meeting.

SECTION 2.10 ABSENT DIRECTORS. A director of the Corporation may give advance
written consent or opposition to a proposal to be acted on at a Board
meeting. If the director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote
in favor of or against the proposal and shall be entered in the minutes or
other record of action at the meeting, if the proposal acted on at the
meeting is substantially the same or has substantially the same effect as the
proposal to which the director has consented or objected.

SECTION 2.11 ACTION WITHOUT A MEETING. An action required or permitted to be
taken at a Board meeting may be taken without a meeting by written action
signed by all of the directors. Any action, other than an action requiring
shareholder approval, if the Articles of Incorporation so provide, may be
taken by written action signed 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. The written action is effective when signed by the
required number of directors, unless a different effective time is provided
in the written action. When written action is permitted to be taken by less
than all directors, all directors shall be notified immediately of its text
and effective date.

SECTION 2.12 COMMITTEES. Subdivision 1. 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 shall
be subject at all times to the direction and control of the Board, except as
provided in Section 2.13.

Subdivision 2. 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 at a duly held Board meeting.

Subdivision 3. Section 2.04 and Sections 2.06 to 2.11 hereof shall apply to
committees and members of committees to the same extent as those sections
apply to the Board and directors.

Subdivision 4. Minutes, if any, of committee hearings shall be made available
upon request to members of the committee and to any director.

SECTION 2.13 COMPENSATION. The Board may fix the compensation, if any, of
directors.

                                       6
<PAGE>

                                    OFFICERS

SECTION 3.01 NUMBER AND DESIGNATION. The Corporation shall have one or more
natural persons exercising the functions of the offices of Chief Executive
Officer and Chief Financial Officer. The Board of Directors may elect or
appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board, including, without
limitation, a Chairman, a President, one or more Vice Presidents, a Secretary
and a Treasurer, each of whom shall have the powers, rights, duties and
responsibilities set forth in these By-Laws unless otherwise determined by
the Board. Any of the offices or functions of those offices may be held by
the same person.

SECTION 3.02 CHIEF EXECUTIVE OFFICER. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Executive Officer (a)
shall have general active management of the business of the Corporation; (b)
shall, when present, preside at all meetings of the shareholders and Board of
Directors; (c) shall see that all orders and resolutions of the Board are
carried into effect; (d) may maintain records of and certify proceedings of
the Board of Directors and shareholders; and (e) shall perform such other
duties as may from time to time be assigned by the Board of Directors.

SECTION 3.03 CHIEF FINANCIAL OFFICER. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit
all monies, drafts and checks in the name of and to the credit of the
Corporation in such banks and depositories as the Board of Directors shall
designate from time to time; (c) shall endorse for deposit all notes, checks
and drafts received by the Corporation as ordered by the Board, making proper
vouchers therefore; (d) shall disburse corporate funds and issue checks and
drafts in the name of the Corporation, as ordered by the Board; (e) shall
render to the Chief Executive Officer and the Board of Directors, whenever
requested, an account of all of such officer's transactions as Chief
Financial Officer and of the financial condition of the Corporation; and (f)
shall perform such other duties as may be prescribed by the Board of
Directors or the Chief Executive Officer from time to time.

                                       7
<PAGE>

SECTION 3.04 CHAIRMAN. Unless otherwise determined by the Board, the Chairman
shall be the Chief Executive Officer of the Corporation. If an officer other
than the Chairman is designated Chief Executive Officer, the Chairman shall
perform such duties as may from time to time be assigned by the Board of
Directors.

SECTION 3.05 PRESIDENT. Unless otherwise determined by the Board, the
President shall be the Chief Operating officer of the Corporation. If an
officer other than the President is designated Chief Operating Officer, the
President shall perform such duties as may from time to time be assigned by
the Board of Directors.

SECTION 3.06 VICE PRESIDENTS. Any one or more Vice Presidents, if any, may be
designated by the Board of Directors as Executive Vice Presidents or Senior
Vice Presidents. During the absence or disability of the President, it shall
be the duty of the highest ranking Executive Vice President, and, in the
absence of any such Vice President, it shall be the duty of the highest
ranking Senior Vice President or other Vice President, who shall be present
at the time and able to act, to perform the duties of the President. The
determination of who is the highest ranking of two or more persons holding
the same office shall, in the absence of specific designation of order of
rank by the Board of Directors, be made on the basis of the earliest date of
appointment or election, or, in the event of simultaneous appointment or
election, on the basis of the longest continuous employment by the
Corporation.

SECTION 3.07 SECRETARY. The Secretary, unless otherwise determined by the
Board, shall attend all meetings of the shareholders and all meetings of the
Board of Directors, shall be kept for that purpose, and may certify such
proceedings. Except as otherwise required or permitted by law or by these
By-Laws, the Secretary shall give or cause to be given notice of all meetings
of the shareholders and all meetings of the Board of Directors.

SECTION 3.08 TREASURER. Unless otherwise determined by the Board, the
Treasurer shall be the Chief Financial Officer of the Corporation. If an
officer other than the Treasurer is designated Chief Financial Officer, the
Treasurer shall perform such duties as may from time to time be assigned by
the Board of Directors.

SECTION 3.09 AUTHORITY AND DUTIES. In addition to the foregoing authority and
duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a
majority of the directors present, an officer elected or appointed by the
Board may, without the approval of the Board, delegate some or all of the
duties and powers of an office to other persons.

                                       8
<PAGE>

SECTION 3.10 TERM. Subdivision 1. All officers of the Corporation shall hold
office until their respective successors are chosen and have qualified or
until their earlier death, resignation or removal.

Subdivision 2. An officer 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 date is
specified in the notice.

Subdivision 3. 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 at a duly held Board meeting.

Subdivision 4. A vacancy in an office because of death, resignation, removal,
disqualification or other cause may, or in the case of a vacancy in the
office of Chief Executive Officer or Chief Financial Officer shall, be filled
for the unexpired portion of the term by the Board.

SECTION 3.11 SALARIES. The salaries of all officers of the Corporation shall
be fixed by the Board of Directors or by the Chief Executive Officer if
authorized by the Board.

                                 INDEMNIFICATION

SECTION 4.01 INDEMNIFICATION. The Corporation shall indemnify such persons,
for such expenses and liabilities, in such manner, under such circumstances,
and to such extent, as required or permitted by Minnesota Statutes, Section
302A.521, as amended from time to time, or as required or permitted by other
provisions of law.

SECTION 4.02 INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person in or arising from
that capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability.

                                     SHARES

SECTION 5.01 CERTIFICATED AND UNCERTIFICATED SHARES. Subdivision 1. The
shares of the Corporation shall be either certificated uncertificated shares.
Each holder of duly issued certificated shares is entitled to a certificate
of shares.

Subdivision 2. Each certificate of shares of the Corporation shall bear the
corporate seal, if any, and shall be signed by the Chief Executive Officer,
or the President or any Vice President, and the Chief Financial Officer, or
the Secretary or any Assistant Secretary, but when a certificate is signed by
transfer agent or a registrar, the signature of any such officer and the
corporate seal upon such certificate may be facsimiles, engraved or printed.
If a person signs or has a facsimile signature placed upon a certificate
while an officer, transfer agent or registrar of the Corporation, the
certificate may be issued by the Corporation, even if the person has ceased
to serve in that capacity before the certificate is issued, with the same
effect as if the person had that capacity at the date of its issue.

                                       9
<PAGE>

Subdivision 3. A certificate representing shares issued by the Corporation
shall, if the Corporation is authorized to issue shares of more than one
class or series, set forth upon the face or back of the certificate, or shall
state that the Corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences,
limitations and relative rights of the shares of each class or series
authorized to be issued, so far as they have been determined, and the
authority of the Board to determine the relative rights and preferences of
subsequent classes or series.

Subdivision 4. A resolution approved by the affirmative vote of a majority of
the directors present at a duly held meeting of the Board may provide that
some or all of any or all classes and series of the shares of the Corporation
will be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until the certificate is surrendered to the
Corporation.

SECTION 5.02 DECLARATION OF DIVIDENDS AND OTHER DISTRIBUTIONS. The Board of
Directors shall have the authority to declare dividends and other
distributions upon the shares of the Corporation to the extent permitted by
law.

SECTION 5.03 TRANSFER OF SHARES. Shares of the Corporation may be transferred
only on the books of the Corporation by the holder thereof, in person or by
such person's attorney. In the case of certificated shares, shares shall be
transferred only upon surrender and cancellation of certificates for a like
number of shares. The Board of Directors, however, may appoint one or more
transfer agents and registrars to maintain the share records of the
Corporation and to effect transfers of shares.

SECTION 5.04 RECORD DATE. The Board of Directors may fix a time, not
exceeding sixty days preceding the date fixed for the payment of any dividend
or other distribution, as a record date for the determination of the
shareholders entitled to receive payment of such dividend or other
distribution, and in such case only shareholders of record on the date so
fixed shall be entitled to receive payment of such dividend or other
distribution, notwithstanding any transfer of any shares on the books of the
Corporation after any record date so fixed.

                                       10
<PAGE>

                                  MISCELLANEOUS

SECTION 6.01 EXECUTION OF INSTRUMENTS. Subdivision 1. All deeds, mortgages,
bonds, checks, contracts and other instruments pertaining to the business and
affairs of the Corporation shall be signed on behalf of the Corporation by
the Chief Executive Officer, or the President, or any Vice President, or by
such other person or persons as may be designated from time to time by the
Board of Directors.

Subdivision 2. If a document must be executed by persons holding different
offices or functions and one person holds such offices or exercises such
functions, that person may execute the document in more than one capacity if
the document indicates each such capacity.

SECTION 6.02 ADVANCES. The Corporation may, without a vote of the directors,
advance money to its directors, officers or employees to cover expenses that
can reasonably be anticipated to be incurred by them in the performance of
their duties and for which they would be entitled to reimbursement in the
absence of an advance.

SECTION 6.03 CORPORATE SEAL. The seal of the Corporation, if any, shall be a
circular embossed seal having inscribed thereon the name of the Corporation
and the following words:

                           "Corporate Seal Minnesota".

SECTION 6.04 FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.

SECTION 6.05 AMENDMENTS. The Board of Directors shall have the power to
adopt, amend or repeal the By-Laws of the Corporation, subject to the power
of the shareholders to change or repeal the same, provided, however, that the
Board shall not adopt, amend or repeal any By-Law fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but may adopt or amend a
By-Law that increases the number of directors.

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