<PAGE>   1
                                                                     EXHIBIT 4.2









                                     BY-LAWS

                                       OF

                              AIQ ACQUISITION CORP.

















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<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<S>               <C>                                                                                           <C>
ARTICLE 1.        OFFICES.......................................................................................  1
         1.1      Registered Office.............................................................................  1
         1.2      Offices.......................................................................................  1

ARTICLE 2         CORPORATE SEAL................................................................................  1
         2.1      Corporate Seal................................................................................  1

ARTICLE 3         SHAREHOLDERS..................................................................................  1
         3.1      Regular Meetings..............................................................................  1
         3.2      Special Meeting...............................................................................  2
         3.3      Quorum........................................................................................  2
         3.4      Voting........................................................................................  2
         3.5      Notice of Meeting.............................................................................  2
         3.6      Proxies.......................................................................................  2
         3.7      Closing Transfer Books........................................................................  3
         3.8      Record Date...................................................................................  3
         3.9      Presiding Officer.............................................................................  3
         3.10     Written Action by Shareholders................................................................  3

ARTICLE 4         DIRECTORS.....................................................................................  3
         4.1      General Powers................................................................................  3
         4.2      Number........................................................................................  3
         4.3      Qualifications and Term of Office.............................................................  3
         4.4      Quorum........................................................................................  4
         4.5      Action of Directors...........................................................................  4
         4.6      Meetings......................................................................................  4
         4.7      Meeting by Electronic Communications..........................................................  4
         4.8      Compensation..................................................................................  4
         4.9      Committee.....................................................................................  4
         4.10     Action by Absent Director.....................................................................  5
         4.11     Removal of Directors by Board of Directors....................................................  5
         4.12     Vacancies.....................................................................................  5
         4.13     Written Action by All of the Directors........................................................  5
         4.14     Dissent from Action...........................................................................  5

ARTICLE 5         OFFICERS......................................................................................  5
         5.1      Election of Officers..........................................................................  5
         5.2      Term of Office................................................................................  5
         5.3      President/Chief Executive Officer.............................................................  6
         5.4      Treasurer/Chief Financial Officer.............................................................  6
         5.5      Vice President................................................................................  6
         5.6      Secretary.....................................................................................  7
</TABLE>


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<TABLE>
<S>               <C>                                                                                           <C>
         5.7      Chairman of the Board.........................................................................  7
         5.8      Assistant Officers............................................................................  7

ARTICLE 6         INDEMNIFICATION...............................................................................  7

ARTICLE 7         SHARES AND THEIR TRANSFER.....................................................................  7
         7.1      Certificates of Shares........................................................................  7
         7.2      Uncertificated Shares.........................................................................  7
         7.3      Issuance of Shares............................................................................  8
         7.4      Transfer of Shares............................................................................  8
         7.5      Lost Certificates.............................................................................  8
         7.6      Transfer Agent and Registrar..................................................................  8
         7.7      Facsimile Signature...........................................................................  8

ARTICLE 8         FINANCIAL AND PROPERTY MANAGEMENT.............................................................  9
         8.1      Checks........................................................................................  9
         8.2      Deposits......................................................................................  9
         8.3      Voting Securities Held by Corporation.........................................................  9
         8.4      "S" Corporation Status........................................................................  9
         8.5      Minimum Annual Distribution...................................................................  9

ARTICLE 9         AMENDMENTS....................................................................................  9
</TABLE>



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<PAGE>   4




                                     BY-LAWS

                                       OF

                              AIQ ACQUISITION CORP.



                                    ARTICLE 1
                                     OFFICES


         1.1 REGISTERED OFFICE. The registered office of the Corporation shall
be located within the State of Minnesota as set forth in the Articles of
Incorporation. The Board of Directors shall have authority to change the
registered office of the Corporation and a statement evidencing any such change
shall be filed with the Secretary of State of Minnesota as required by law.

         1.2 OFFICES. The Corporation may have other offices, including its
principal business office, either within or without the State of Minnesota.


                                    ARTICLE 2
                                 CORPORATE SEAL

         2.1 CORPORATE SEAL. The Board of Directors shall determine whether or
not the Corporation will adopt a corporate seal. If a corporate seal is adopted,
inscribed on the corporate seal shall be the name of the Corporation and the
words "Corporate Seal," and when so directed by the Board of Directors, a
duplicate of the seal may be kept and used by the Secretary of the Corporation.


                                    ARTICLE 3
                                  SHAREHOLDERS

         3.1 REGULAR MEETINGS. Regular meetings of the shareholders shall be
held at the Corporation's registered office or at such other place within or
without the State of Minnesota as is designated by the Board of Directors.
Regular meetings may be held annually or on a less frequent periodic basis, as
established by a resolution of the Board of Directors, or may be held on call by
the Board of Directors from time to time as and when the Board determines. At
each regular meeting, the shareholders shall elect qualified successors for
directors who serve for an indefinite term or whose terms have expired or are
due to expire within six (6) months after the date of the meeting, and may
transact such other business which properly comes before them.



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Notwithstanding the foregoing, if a regular meeting of the shareholders has not
been held for a period of fifteen (15) months, a shareholder or group of
shareholders holding three percent (3%) or more of the issued and outstanding
voting shares of the Corporation may demand that a regular meeting of the
shareholders be held by giving written notice to the President or Treasurer of
the Corporation. Within thirty (30) days after receipt of the notice, the Board
shall cause a regular meeting of the shareholders to be called and held within
ninety (90) days after receipt of the notice. Any regular meeting held pursuant
to such a demand by a shareholder or shareholders shall be held within the
county where the principal executive office of the Corporation is located.

         3.2 SPECIAL MEETING. Special meetings of the shareholders may be called
by the President, by a Vice-President in the absence of the President, by the
Treasurer, or by the Board of Directors or any two or more members thereof.
Special meetings may also be called by one or more shareholders holding ten
percent (10%) or more of the issued and outstanding voting shares of the
Corporation by delivering to the President or Treasurer a written demand for a
special meeting, which demand shall state the purposes of such meeting. Within
thirty (30) days after receipt of the written demand, the Board of Directors
shall call a special meeting of the shareholders to be held within ninety (90)
days after receipt of the written demand. Any special meeting held pursuant to
such written demand shall be held within the county where the principal
executive office of the Corporation is located.

         3.3 QUORUM. Business may be transacted at any duly held meeting of the
shareholders at which a quorum is present. The holders of a majority of the
voting power of the shares entitled to vote at a meeting are a quorum. The
shareholders present at the meeting may continue to transact business until
adjournment, even though a number of shareholders withdraw leaving less than a
quorum. If a quorum is not present at any meeting, those shareholders present
have the power to adjourn the meeting from time to time until the requisite
number of voting shares are present. The date, time and place of the reconvened
meeting shall be announced at the time of adjournment and notice of the
reconvened meeting shall be given to all shareholders who were not present at
the time of adjournment. Any business which might have been transacted at the
meeting which was adjourned may be transacted at the reconvened meeting.

         3.4 VOTING. At each shareholders' meeting, every shareholder having the
right to vote is entitled to vote in person or by proxy. Shareholders have one
(1) vote for each share having voting power standing in their name on the books
of the Corporation, unless otherwise provided in the Articles of Incorporation,
or these By-Laws, or in the terms of the shares. All elections and questions
shall be decided by a majority vote of the number of shares entitled to vote and
represented at any meeting at which there is a quorum, except as otherwise
required by statute, the Articles of Incorporation, these By-Laws, or by
agreement among the shareholders.

         3.5 NOTICE OF MEETING. Notice of regular or special meetings of the
shareholders shall be given by an officer or agent of the Corporation to each
shareholder shown on the books of the Corporation to be the holder of record of
shares entitled to vote at the meeting. If the notice is to be mailed, then the
notice must be mailed to each shareholder at the shareholder's address as shown
on the books of the Corporation at least five (5) calendar days prior to the




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meeting. If the notice is not mailed, then the notice must be given at least
forty-eight (48) hours prior to the meeting. The notice must contain the date,
time and place of the meeting, and in the case of a special meeting, must also
contain a statement of the purpose of the meeting. In no event shall notice be
given more than sixty (60) days prior to the meeting. If a plan of merger,
exchange, sale or other disposition of all or substantially all of the assets of
the Corporation is to be considered at a meeting of shareholders, notice of such
meeting shall be given to every shareholder, whether or not entitled to vote,
not less than fourteen (14) days prior to the date of such meeting.

         3.6 PROXIES. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies must be filed with an officer of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.

         3.7 CLOSING TRANSFER BOOKS. The Board of Directors may close the stock
transfer books for a period of time which does not exceed sixty (60) days
preceding any of the following: the date of any meeting of shareholders; the
payment of dividends; the allotment of rights; or the change, conversion, or
exchange of shares.

         3.8 RECORD DATE. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding sixty (60) days preceding
the date of any of the events described in Section 3.7, as a record date for the
determination of which shareholders are entitled (i) to notice of and to vote at
any meeting and any meeting subsequent to adjournment, (ii) to receive any
dividend or allotment of rights, or (iii) to exercise the rights in respect to
any change, conversion, or exchange of shares. If a record date is fixed by the
Board of Directors, only those shareholders of record on the record date shall
be entitled to receive notice of and to vote at the meeting and any meeting
subsequent to adjournment or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date so fixed. If the share transfer books are not closed and no
record date is fixed for determination of the shareholders of record, then the
date on which notice of the meeting is mailed or the date of adoption of a
resolution of the Board of Directors declaring a dividend, allotment of rights,
change, conversion or exchange of shares, as the case may be, shall be the
record date for such determination.

         3.9 PRESIDING OFFICER. The Chief Executive Officer of the Corporation
shall preside over all meetings of the shareholders. In the absence of the Chief
Executive Officer, the shareholders may choose any person present to act as
presiding officer.

         3.10 WRITTEN ACTION BY SHAREHOLDERS. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting and notice if a
consent in writing, setting forth the action so taken, is signed by all of the
shareholders entitled to notice of a meeting for such purpose.





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                                   ARTICLE 4.
                                    DIRECTORS

         4.1 GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by the Board of Directors which shall initially
consist of seven (7) directors. In addition to the powers and authorities by
these By-Laws expressly conferred upon it, the Board may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law, the Articles of Incorporation or these By-Laws directed or required to be
exercised or done by the shareholders.

         4.2 NUMBER. The number of directors may be either increased or
decreased by resolution of the shareholders at their regular meetings or at a
special meeting called for that purpose. The number of directors may be
increased by resolution adopted by the affirmative vote of a majority of the
Board of Directors. Any newly created directorships established by the Board of
Directors shall be filled by a majority vote of the directors serving at the
time of increase.

         4.3 QUALIFICATIONS AND TERM OF OFFICE. Directors need not be
shareholders or residents of the State of Minnesota. The Board of Directors
shall be elected by the shareholders at their regular meeting and at any special
shareholders' meeting called for that purpose. A director shall hold office
until the annual meeting for the year in which his or her term expires and until
the director's successor is elected and qualifies, or until the earlier death,
resignation, removal, or disqualification of the director.

         4.4 QUORUM. A majority of the Board of Directors constitutes a quorum
for the transaction of business; provided, however, that if any vacancies exist
by reason of death, resignation, or otherwise, a majority of the remaining
directors constitutes a quorum. If less than a quorum is present at any meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice.

         4.5 ACTION OF DIRECTORS. The acts of a majority of the directors
present at a meeting at which a quorum is present are the acts of the Board of
Directors.

         4.6 MEETINGS. Meetings of the Board of Directors may be held from time
to time at any place, within or without the State of Minnesota, that the Board
of Directors may select. If the Board of Directors fails to select a place for a
meeting, the meeting shall be held at the principal executive office of the
Corporation. The President or any director may call a meeting of the Board of
Directors by giving notice to all directors of the date, time and place of the
meeting. If the notice is to be mailed, then the notice must be mailed to each
director at least five (5) calendar days prior to the meeting. If the notice is
not to be mailed, then the notice must be given at least forty-eight (48) hours
prior to the meeting. If the date, time and place of the meeting of the Board of
Directors has been announced at a previous meeting of the Board of Directors, no
additional notice of such meeting is required, except that notice shall be given
to all directors who were not present at the previous meeting. Notice of the
meeting of the Board of Directors need not state the purpose of the meeting. A
director may orally or in writing waive



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<PAGE>   8

notice of the meeting. Attendance by a director at a meeting of the Board of
Directors also constitutes a waiver of notice of such meeting, unless the
director objects at the beginning of the meeting to the transaction of business
because the meeting allegedly is not lawfully called or convened and such
director does not participate thereafter in the meeting.

         4.7 MEETING BY ELECTRONIC COMMUNICATIONS. A conference among directors
by any means of communication through which the directors may simultaneously
hear each other during the conference constitutes meeting of the Board of
Directors if the number of directors participating in the conference would be
sufficient to constitute a quorum at a meeting, and if the same notice is given
of the conference as would be required for a Board of Directors meeting under
these By-Laws. In any Board of Directors meeting, a director may participate 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.

         4.8 COMPENSATION. Directors may receive such compensation as may be
determined from time to time by resolution of the Board of Directors.

         4.9 COMMITTEE. By the affirmative vote of a majority of the directors,
the Board of Directors may establish a committee or committees having the
authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution adopted by the Board of
Directors. A committee shall consist of one or more persons, who need not be
directors, that have been appointed by affirmative vote of a majority of the
directors present. A majority of the members of the committee present at any
meeting of the committee is a quorum for the transaction of business, unless a
larger or smaller proportion or number is provided in the resolution approved by
the Board of Directors. Minutes of any meetings of committees created by the
Board of Directors shall be available upon request to members of the committee
and to any director.

         4.10 ACTION BY ABSENT DIRECTOR. A director may give advance written
consent or opposition to a proposal to be acted upon at a Board of Directors
meeting by giving a written statement to the President, Treasurer, or any
director which sets forth the proposal to be voted on and contains a statement
of the director's voting preference with regard to the proposal. An advance
written statement does not constitute presence of the director for purposes of
determining a quorum, but the advance written statement shall be counted in the
vote on the subject proposal provided that the proposal acted on at the meeting
is substantially the same or has substantially the same effect as the proposal
set forth in the advance written statement. The advance written statement by a
director on a proposal shall be included in the records of the Board of
Directors' action on the proposal.

         4.11 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS. Any director who has
been elected by the Board of Directors to fill a vacancy on the Board of
Directors, or to fill a directorship created by action of the Board of
Directors, and who has not subsequently been reelected by the shareholders, may
be removed by a majority vote of all directors constituting the Board, exclusive
of the director whose removal is proposed.




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<PAGE>   9

         4.12 VACANCIES. Any vacancy on the Board of Directors may be filled by
vote of the remaining directors, even though less than a quorum.

         4.13 WRITTEN ACTION BY ALL OF THE DIRECTORS. Any action which may be
taken at a meeting of the Board of Directors may be taken without a meeting and
notice thereof if a consent in writing setting forth the action taken is signed
by the number of directors required to take the same action at a duly held
meeting of the Board of Directors at which all of the directors are present. If
a written action is signed by less than all the directors, any director not
signing the action will be notified as soon as reasonably possible of the
content of the action and the effective date of the action. Failure to provide
the notice does not invalidate the written action. A director who does not sign
or consent to the written action has no liability for the action or actions so
taken.

         4.14 DISSENT FROM ACTION. A director of the Corporation who is present
at a meeting of the Board of Directors at which any action is taken shall be
presumed to have assented to the action taken 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 does not participate thereafter, or unless
the director votes against the action at the meeting, or is prohibited from
voting on the action.


                                   ARTICLE 5.
                                    OFFICERS

         5.1 ELECTION OF OFFICERS. The Board of Directors shall from time to
time, elect a Chief Executive Officer, who may also be designated as President,
and a Chief Financial Officer, who may also be designated as Treasurer. The
Board of Directors may elect, but shall not be required to elect, a Secretary,
one or more Vice Presidents, and a Chairman of the Board. In addition, the Board
of Directors may elect such other officers and agents as it may deem necessary.
The officers shall exercise such powers and perform such duties as are
prescribed by applicable statutes, the Articles of Incorporation, the By-Laws,
or as may be determined from time to time by the Board of Directors. Any number
of offices may be held by the same person.

         5.2 TERM OF OFFICE. The officers shall hold office until their
successors are elected and qualify; provided, however, that any officer may be
removed with or without cause by the affirmative vote of a majority of the
directors present at a Board of Directors meeting at which a quorum is present.

         5.3 PRESIDENT/CHIEF EXECUTIVE OFFICER. The President/Chief Executive
Officer shall:

                  (a)      Have general active management of the business of the
                           Corporation;

                  (b)      When present, preside at all meetings of the
                           shareholders;



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<PAGE>   10


                  (c)      When present, and if there is not a Chairman of the
                           Board, preside at all meetings of the Board of
                           Directors;

                  (d)      See that all orders and resolutions of the Board of
                           Directors are carried into effect;

                  (e)      Sign and deliver in the name of the Corporation any
                           deeds, mortgages, bonds, contracts or other
                           instruments pertaining to the business of the
                           Corporation, except in cases in which the authority
                           to sign and deliver is required by law to be
                           exercised by another person or is expressly delegated
                           by the Articles of Incorporation or By-Laws or by the
                           Board of Directors to some other officer or agent of
                           the Corporation;

                  (f)      Maintain records of and, whenever necessary, certify
                           all proceedings of the Board of Directors and the
                           shareholders; and

                  (g)      Perform all other duties prescribed by the Board of
                           Directors.

All other officers shall be subject to the direction and authority of the
President/Chief Executive Officer.

         5.4 TREASURER/CHIEF FINANCIAL OFFICER. The Treasurer/Chief Financial
Officer shall:

                  (a)      Keep accurate financial records for the Corporation;

                  (b)      Deposit all money, drafts and checks in the name of
                           and to the credit of the Corporation in the banks and
                           depositories designated by the Board of Directors;

                  (c)      Endorse for deposit all notes, checks and drafts
                           received by the Corporation as ordered by the Board
                           of Directors, making proper vouchers therefor;

                  (d)      Disburse corporate funds and issue checks and drafts
                           in the name of the Corporation, as ordered by the
                           Board of Directors;

                  (e)      Render to the President/Chief Executive Officer and
                           the Board of Directors, whenever requested, an
                           account of all transactions by the Treasurer/Chief
                           Financial Officer and of the financial condition of
                           the Corporation; and

                  (f)      Perform all other duties prescribed by the Board of
                           Directors or by the President/Chief Executive
                           Officer.




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         5.5 VICE PRESIDENT. Each Vice President, if any, shall have such powers
and perform such duties as may be specified in these By-Laws or prescribed by
the Board of Directors. If the President/Chief Executive Officer is absent or
disabled, the Vice President shall succeed to the President's powers and duties.
If there are two or more Vice Presidents, the order of succession shall be
determined by seniority of election or as otherwise prescribed by the Board of
Directors.

         5.6 SECRETARY. The Secretary, if any, shall attend all meetings of the
shareholders and the Board of Directors. The Secretary shall act as clerk and
shall record all the proceedings of the meetings in the minute book of the
Corporation and shall give proper notice of meetings of shareholders and the
Board of Directors. The Secretary shall keep the seal of the Corporation, if
any, and shall affix the seal to any instrument requiring it and shall attest
the seal, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.

         5.7 CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and shall perform such other
duties as may from time to time be assigned by the Board of Directors.

         5.8 ASSISTANT OFFICERS. In the event of absence or disability of any
Vice President, Secretary or the Treasurer/Chief Financial Officer, the
assistant to such officer, if any, shall succeed to the powers and duties of the
absent officer until the principal officer resumes his duties or a replacement
is elected by the Board of Directors. If there are two or more assistants, the
order of succession shall be determined through seniority by the order in which
elected or as otherwise prescribed by the Board of Directors. The assistant
officers shall exercise such other powers and duties as may be delegated to them
from time to time by the Board of Directors or the principal officer under whom
they serve, but at all times shall remain subordinate to the principal officers
they are designated to assist.


                                   ARTICLE 6.
                                 INDEMNIFICATION

         The Corporation shall indemnify its officers, directors, employees and
agents to the full extent permitted by the laws of the State of Minnesota, as
now in effect, or as the same may be hereafter modified.


                                   ARTICLE 7.
                            SHARES AND THEIR TRANSFER

         7.1 CERTIFICATES OF SHARES. Unless the Board of Directors has provided
that the Corporation's shares are to be uncertified, every owner of shares of
the Corporation shall be entitled to a certificate, to be in such form as the
Board of Directors prescribes, certifying the number of shares owned by such
shareholder. The certificates for shares shall be numbered in the order in which
they are issued and shall be signed in the name of the Corporation by the
President/Chief Executive Officer or a Vice President and by the Secretary or
Assistant Secretary, or the Treasurer/Chief Financial Officer, or any other
officer of the Corporation authorized by the Board of Directors and shall have
the corporate seal, if any, affixed thereto. A record shall be kept of the name
of the person owning the



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shares represented by each certificate, the respective issue dates thereof, and
in the case of cancellation, the respective dates of cancellation. Except as
provided in Section 7.5 of this Article, every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no other
certificate shall be issued in exchange for any existing certificate until such
existing certificate is cancelled.

         7.2 UNCERTIFICATED SHARES. The Board of Directors by a majority vote of
directors present at a duly called meeting may provide that any or all shares of
classes or series of shares are to be uncertificated shares. In that case, any
shareholder who is issued uncertificated shares shall be provided with the
information legally required to be disclosed in a certificate.

         7.3 ISSUANCE OF SHARES. The Board of Directors is authorized to issue
shares of the capital stock of the Corporation up to the number of shares
authorized by the Articles of Incorporation. Shares may be issued for any
consideration (including, without limitation, money or other tangible or
intangible property received by the Corporation or to be received by the
Corporation under a written agreement, or services rendered to the Corporation
or to be rendered to the Corporation under a written agreement) which is
authorized by a resolution approved by the affirmative vote of a majority of the
directors present, valuing all nonmonetary consideration and establishing a
price in money or other consideration, or a minimum price, or a general formula
or method by which the price will be determined. Upon authorization by
resolution approved by the affirmative vote of a majority of the directors
present, the Corporation may, without any new or additional consideration, issue
shares of its authorized and unissued capital stock in exchange for or in
conversion of its outstanding shares, or issue its own shares pro rata to its
shareholders or the shareholders of one or more classes or series, to effectuate
share dividends or splits, including reverse share splits. No shares of a class
or series shall be issued to the holder of the shares of another class or
series, unless issuance is either expressly provided for in the Articles of
Incorporation or is approved at a meeting by the affirmative vote of the holders
of a majority of the voting power of all shares of the same class or series as
the shares to be issued.

         7.4 TRANSFER OF SHARES. An owner of shares of common stock of the
Corporation or any subsequent shareholder may not sell, transfer, assign, pledge
or encumber all or any part of any shares owned by the shareholder (the
"Shares") without first offering such Shares to the Corporation. The Corporation
may repurchase the Shares for an amount which is the lesser of the of the
proposed sale price or the "book value" of the Shares. "Book Value" per share
shall be the book value of the Corporation divided by the number of shares
outstanding. The Corporation shall have thirty (30) days to exercise its right
to purchase the Shares. A restrictive legend outlining any restriction will be
placed upon the certificate representing the Shares purchased hereby. In the
event of the death of a shareholder, the Corporation shall have the option to
redeem shares held by the deceased shareholder. The option shall expire ninety
(90) days after the Corporation receives notice that a personal representative
has been appointed for the estate of a deceased shareholder. The redemption
price shall be the Book Value of the Shares. Unless otherwise specifically
stated, the terms and conditions of this Section shall be superseded by the
terms of any Buy-Sell Agreement adopted by the Corporation and its shareholders.

         7.5 LOST CERTIFICATES. Any shareholder claiming a certificate for
shares has been lost or destroyed shall make an affidavit or affirmation of that
fact in such form as the Board of Directors may



                                      -9-
<PAGE>   13

require and shall, if the directors so require, give the Corporation a bond of
indemnity in form and with one or more sureties satisfactory to the Board of
Directors and in an amount determined by the Board of Directors, to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss or destruction of the certificate. A new certificate may then be
issued in the same tenor for the same number of shares as the one alleged to
have been lost or destroyed.

         7.6 TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
one or more transfer agents or transfer clerks and one or more registrars and
may require all certificates for shares to bear the signature or signatures of
any of them.

         7.7 FACSIMILE SIGNATURE. When any certificate is manually signed by a
transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the
officers and a facsimile corporate seal, if any, may be inscribed on the
certificate in lieu of the actual signatures and seal.


                                   ARTICLE 8.
                        FINANCIAL AND PROPERTY MANAGEMENT

         8.1 CHECKS. All checks, drafts, other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by the President or Treasurer, or any other officer or officers,
agent or agents of the Corporation, as may from time to time be determined by
resolution of the Board of Directors.

         8.2 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.

         8.3 VOTING SECURITIES HELD BY CORPORATION. The President, or other
officer or agent designated by the Board of Directors, shall have full power and
authority on behalf of the Corporation to attend, act at, and vote at any
meeting of security or interest holders of other corporations or entities in
which the Corporation may hold securities or interests. At the meeting, the
President or other designated agent shall possess and exercise any and all
rights and powers incident to the ownership of the securities or interest which
the Corporation holds.


                                    ARTICLE 9
                                   AMENDMENTS

         The Board of Directors of the Corporation is expressly authorized to
make By-Laws of the Corporation and from time to time to adopt, amend or repeal
By-Laws so made to the extent and in the manner prescribed in the Minnesota
Statutes. The Board of Directors shall not adopt, amend, or repeal a By-Law
fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the Board of Directors, or fixing the
number of directors or their classifications, qualifications, or terms of
office, but may adopt or amend a By-Law to increase the number of directors, nor
shall the Board of Directors adopt, amend or repeal Sections 7.4, 8.4 or 8.5.
The



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<PAGE>   14

authority in the Board of Directors is subject to the power of the voting
shareholders to adopt, change or repeal the By-Laws by a vote of shareholders
holding a majority of the shares entitled to vote and present or represented at
any regular meeting or special meeting called for that purpose.


Date of Adoption:  January 30, 2001                /s/ William M. Mower
                 ---------------------      ------------------------------------
                                                          Secretary



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