**Exhibit 3.2**

 

**Bylaws ofMAIR Holdings, Inc.**

 

ARTICLE IOFFICES

 

The registeredoffice of the Corporation shall be in the City of Minneapolis, County ofHennepin, State of Minnesota or in the placedesignated in a statement of the Board of Directors filed with the Secretary ofthe State of Minnesota changing the registered office in the manner prescribedby law. The Corporation may also have offices and places of business at suchother locations as the Board of Directors may from time to time designate, or thebusiness of the Corporation may require.

 

ARTICLE IISHAREHOLDERS

 

Section 1. Annual Meeting. It is the intention ofthe Corporation to hold a regular annual meeting of the Corporation’sshareholders during the month of July of each year. The time and place of suchmeeting shall be determined by the Board of Directors and communicated to theshareholders according to the requirements set forth herein. In the event aregular meeting of the shareholders has not been held during the immediatelypreceding 15 months, a shareholder or shareholders holding 3% or more of allvoting shares of the Corporation may demand, pursuant to Minn. Stat. 302A.431,Subd. 2, that a regular meeting be held. Notwithstanding the foregoing, thefailure of the Corporation to hold a regular annual meeting, in the absence ofa demand by a shareholder or shareholders owning 3% or more of the votingshares of the Corporation to hold such a meeting, shall not affect the statusof the directors or officers of the Corporation or the status of theCorporation to continue as an operating entity.

 

Section 2. Place of Meeting. All meetings of the shareholders shall be heldat the offices of the Corporation in the City of Minneapolis, Minnesota, orsuch other place as may be designated by the Board of Directors.

 

Section 3. Special Meetings. Special meetings ofthe shareholders may be called for any purpose or purposes at any time by thechief executive officer, the chief financial officer, two or more directors, orby one or more shareholders holding 10% or more of the voting power of theshareholders.

 

Section 4. Action Without Meeting. Any actionrequired or permitted to be taken at a meeting of the shareholders may be takenwithout a meeting by written action signed by all of the shareholders entitledto vote on such action. The written action shall be effective on the date onwhich the required written authorization is obtained from the last suchshareholder, unless a different effective date is provided in the writtenaction.

 

Section 5. Voting By Ballot. Voting on any questionor in any election may be by voice unless the presiding officer shall order orany shareholder shall demand that voting be by secret ballot.

 

----

 

Section 6. Notice of Meeting. Written or printednotice stating the place, date, hour, and purpose or purposes of any meeting ofthe shareholders, shall be delivered personally or by first class mail to eachshareholder entitled to vote at such meeting not lessthan 10 nor more than 60 days before the meeting. Notice shall be given by orat the direction of the chief executive officer or chief financial officer orby such other officer, person or persons entitled to call the meeting. Ifmailed, such notice shall be deemed to be delivered when deposited in theUnited States Mails, addressed to the shareholder at his address as it appearson the records of the Corporation, with postage thereon prepaid. Notice may bewaived before, during, or after any meeting. The waiver may be oral, written,or by attendance at the meeting; provided, however, that attendance at ameeting will not constitute a waiver of notice if the shareholder attends themeeting for the purpose of objecting to the meeting itself or, at the meeting,objects to the consideration of a particular item prior to the voting thereon.

 

Section 7. Quorum. At all meetings of shareholders,in order to constitute a quorum for the transaction of business, there shall bepresent, in person or represented by proxy, holders of record of a majority ofthe shares of the class or classes of the capital stock of the Corporationentitled to vote at such meeting, except that as to any action to be taken byshareholders voting separately as a class or classes, the holders of record ofa majority of the shares entitled to vote separately as one class shallconstitute a quorum of that class and may act separately with respect to suchaction whether or not a quorum of another class or classes is present, unless alarger number may be required by law. At any meeting of shareholders, if lessthan a quorum is present, the holders of record of a majority of the sharespresent and entitled to vote may adjourn the meeting from time to time until aquorum is present. The shareholders present at a duly organized meeting maycontinue to transact business until adjournment, notwithstanding the withdrawalof enough shareholders to leave less than a quorum at the meeting.

 

Section 8. Record Date. For the purpose ofdetermining shareholders entitled to notice of, or to vote at, any meeting ofthe shareholders, or any adjournment thereof, or to receive payment of anydividend, or to make a determination of shareholders for any other properpurpose, the Board of Directors may fix in advance a date, such date being notless than 10 days nor more than 60 days immediately preceding the date on whichthe particular action requiring such determination of shareholders is to betaken. If no record date is fixed, the record date shall be the date of themeeting or, in the case of a dividend, the date on which the resolution of theBoard of Directors declaring such dividend is adopted. Only such shareholdersas shall be shareholders of record on the date so fixed shall be entitled tosuch notice of and to vote at such meeting, or to receive payment of suchdividend, or to receive such allotment of rights, or to exercise such rights asthe case may be, notwithstanding any transfer of any stock on the books of theCorporation after any such record is fixed as aforesaid.

 

Section 9. Voting of Shares. Each shareholder ofrecord or his legal proxy shall be entitled to one vote for each voting sharestanding in his name as reflected on the stock transfer books of theCorporation as of the record date. If a quorum is present, the affirmative voteof the majority of the shares represented at the meeting may decide anyquestion properly before the meeting and shall be the act of the shareholdersunless the vote of a greater number of shares is required by law, the Articlesof Incorporation or these Bylaws.

 

2

----

 

Section 10. Proxies. At all meetings ofshareholders, a shareholder may vote by proxy executed in writing by theshareholder or his duly authorized attorney-in-fact. Such proxy shall be filedwith the Secretary of the Corporation at or before the time of the meeting. Aproxy shall be valid for the period specified in the proxy or, if no expirationdate is provided in the proxy, for a period not to exceed 11 months from thedate of its execution. A proxy’s authority shall not be revoked by the death orincapacity of the maker unless, before the vote is cast and the authorityexercised, written notice of such death or incapacity is given to theCorporation.

 

Section 11. Adjournment. If any meeting of theshareholders is adjourned to another time or place, no notice as to suchadjourned meeting need be given other than by announcement at the meeting atthe time of its adjournment.

 

Section 12. Shareholder Nomination of Director Candidates.Subject to the rights of the holders of any series of preferred stock thenoutstanding entitling the holders thereof to any special rights with respect tothe election of directors of the Corporation, nominations for the election ofdirectors of this Corporation may be made by the Board of Directors or acommittee appointed by the Board of Directors or by any shareholder entitled tovote in the election of directors generally; provided, however, that anyshareholder entitled to vote in the election of directors generally maynominate one or more persons for election as directors at a meeting only ifwritten notice of such shareholder’s intent to make such nomination ornominations has been given, either by personal delivery or by United Statesmail, postage prepaid, to the Secretary of the Corporation not later than (i)with respect to an election to be held at an annual meeting of theshareholders, 90 days prior to the anniversary date of the immediatelypreceding annual meeting, and (ii) with respect to an election to be held at aspecial meeting of shareholders for the election of directors, the close ofbusiness on the 10th day following the date on which notice of such meeting isfirst given to shareholders. Each such notice shall set forth: (a) the name andaddress of the shareholder who intends to make the nomination and of the personor persons to be nominated; (b) a representation that the shareholder is aholder of record of capital stock of the Corporation entitled to vote at suchmeeting and intends to appear in person or by proxy at the meeting to nominatethe person or persons specified in the notice; (c) a description of allarrangements or understandings between the shareholder and each nominee and anyother person or persons (naming such person or persons) pursuant to which the nominationor nominations are to be made by the shareholder; (d) such other informationregarding each nominee proposed by such shareholder as would be required to beincluded in a proxy statement filed pursuant to the proxy rules of theSecurities and Exchange Commission, had the nominee been nominated, or intendedto be nominated, by the Board of Directors; and (e) the consent of each nomineeto serve as a director of the Corporation if so elected. The presiding officerof the meeting may refuse to acknowledge the nomination of any person not madein compliance with the foregoing procedure.

 

ARTICLE IIIBOARD OF DIRECTORS

 

Section 1. Election of Directors. The business andaffairs of this Corporation shall be managed by its Board of Directors, whoneed not be shareholders.

 

Section 2.  Number and Tenure.At each annual meeting the shareholders shall determine the number ofdirectors, which shall not be less than six (6) nor more than twelve (12);provided,

 

3

----

 

however, that between annual meetings ofthe shareholders, the authorized number of directors may be increased to anumber not to exceed twelve (12) by action of the Board of Directors. Any suchnewly created directorship shall be filled by action of the Board of Directors.Each director shall be elected by the holders of shares entitled to votethereon at the annual meeting of shareholders to serve until his respectivesuccessor has been elected and qualified.

 

Section 3.  Classification ofDirectors. The Board of Directors of this Corporation shall bedivided into three classes, each class to consist of not less than two (2) nor more than four (4) members. The classes shall bedesignated Class One, Class Two, and Class Three, respectively. The terms of officeof the initial Class One, Class Two, and Class Three directors shall expire atthe annual meetings of the shareholders of this Corporation to be held duringthe years 1989, 1990 and 1991, respectively. At each annual meeting of theshareholders of this Corporation commencing in 1989, and each year thereafter,the successors to the class of directors whose terms expire at such meetingshall be elected to serve for terms of three years. In the event of death,resignation, or removal of a director during his elected term of office, hissuccessor shall be elected to serve only until the expiration of the term ofhis predecessor.

 

Section 4.  Removal.Unless otherwise provided in the Articles of Incorporation, the Board ofDirectors, by a vote of not less than the majority of the entire Board, at anymeeting thereof called for the purpose, and the holders of a majority of theshares entitled at the time to vote on the election of directors at any meetingof the shareholders called for the purpose, may remove any director with cause,but may not remove any director without cause.

 

Section 5. Change in Number of Directorships and Vacancies. Subject to theArticles of Incorporation of this Corporation, if the number of directors ischanged, any increase or decrease shall be apportioned among the classes so asto maintain the number of directors in each class as nearly equal as possible,and any additional director of any class elected to fill a vacancy shall holdoffice for a term that shall coincide with the remaining term of that class,but in no case will a decrease in the number of directors shorten the term ofany incumbent director. A director shall hold office until the annual meetingfor the year in which his or her term expires and until his or her successorshall be elected and shall qualify; subject, however, to prior death,resignation, retirement, disqualification, or removal from office. Any vacancyin the Board of Directors that results from an increase in the number ofdirectors shall be filled by a majority of the Board of Directors then inoffice, provided that a quorum is present, and any other vacancy occurring inthe Board of Directors shall be filled by a majority of the directors then inoffice, even if less than a quorum, or by a sole remaining director. Anydirector elected to fill a vacancy not resulting from an increase in the numberof directors shall have the same remaining term as that of his or herpredecessor.

 

Section 6. Resignations. Any director of theCorporation may resign at any time by giving written notice to the Chairman ofthe Board or to the President or Secretary of the Corporation. Unless a laterdate is specified in the notice of resignation as the effective date ofresignation, resignation shall take effect on the date of receipt of thewritten notice by the Chairman, President, or Secretary. Unless otherwisespecified in such notice, the acceptance of the resignation shall not benecessary to make it effective.

 

4

----

 

Section 7. Annual Meeting. It is the intention ofthe Corporation to hold an annual meeting of the Board of Directors during themonth of July of each year. Except as may be otherwise provided in a resolutionof the Board of Directors or in any notice of such meeting, if the Board ofDirectors has failed to act on the issue, the annual meeting shall be heldimmediately following the annual meeting of the shareholders, without noticeother than this Bylaw. Notwithstanding the foregoing, the failure of the Corporationto hold an annual or other regularly scheduled meeting shall not affect thestatus of the directors or officers or the status of the Corporation tocontinue as an operating entity, unless the Board of Directors providesotherwise by resolution.

 

Section 8. Special Meetings. Special meetings ofthe Board of Directors may be called by or at the request of the Board ofDirectors, or by any member of the Board.

 

Section 9. Notice of Special Meetings. Notice ofany special meeting shall be given at least five days prior thereto by writtennotice stating the date, time, and place of the special meeting and shall bedelivered personally or by mail to each director. If mailed, such notice shallbe deemed to be delivered upon being deposited in the United States Mails withpostage thereon prepaid. A director may waive notice of any meeting before,during, or after the meeting and the waiver may be written, oral or byattendance. The attendance of a director at any meeting and participationtherein shall constitute a waiver of notice of such meeting unless a directorattends such meeting for the express purpose of objecting to the transaction ofany business because the meeting is not lawfully called or convened and suchdirector does not thereafter participate in the meeting. Neither the businessto be transacted at, nor the purpose of, any special meeting of the Board ofDirectors need be specified in the notice or waiver of notice for such meeting.No notice need be provided of any meeting which is adjourned and laterreconvened other than by announcement at the meeting at which adjournment istaken.

 

Section 10. Place of Meetings. Meetings of the Board shall be at theprincipal office of the Corporation in the City of Minneapolis, Minnesota or atsuch other place within or without the state as the directors may from time totime determine. A board meeting may be held by any means of communicationthrough which the directors may simultaneously hear each other during themeeting, including by means of conference telephone. Participation in a meetingby that means constitutes presence in person at the meeting.

 

Section 11. Quorum. At all meetings of the Board, amajority of the directors shall constitute a quorum for the transaction ofbusiness; provided, that if less than a majority of such number of directorsare present at said meeting, a majority of the directors present may adjournthe meeting from time to time without notice other than an announcement at themeeting at which adjournment is taken. The directors present at a duly calledor held meeting at which a quorum is present may continue to transact businessuntil adjournment, notwithstanding the withdrawal of enough directors to leaveless than a quorum.

 

Section 12. Act of Board. The act of the majority ofthe directors present at a meeting at which a quorum is present shall be theact of the Board of Directors, unless otherwise provided herein, by theArticles, or by law.

 

Section 13. Absent Directors. A director may giveadvance written consent or opposition to a proposal to be acted on at a Boardmeeting. If the director is not present at the meeting, consent or 

 

5

----

 

opposition to a proposal doesnot 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 theproposal and shall be entered in the minutes or other record of action at themeeting, if the proposal acted on at the meeting is substantially the same or hassubstantially the same effect as the proposal to which the director hasconsented or objected.

 

Section 14. Action Without Meeting. Any action whichis required or may be taken at a meeting of the Board of Directors may be takenwithout a meeting if a consent in writing, setting forth the action so taken,is signed by a majority of all the directors entitled to vote with respect tothe subject matter thereof, except as to matters that require shareholderapproval, in which case a consent in writing shall be signed by all of thedirectors. Such written action shall be effective on the date when signed bythe required number of directors, or such earliereffective date as set forth therein. When written action is permitted to betaken by less than all of the directors, all directors shall be notifiedimmediately of its text and effective date. Failure to provide the notice shallnot invalidate the written action. A director who does not sign or consent tothe written action shall have no liability for the action or actions takenthereby.

 

Section 15. Committees. The Board of Directors may,by a majority vote, designate two or more of their number to constitute anexecutive committee, which, to the extent determined by the Board and allowedby law, shall have and exercise the authority of the Board in the management ofthe business of the Corporation. Such executive committee shall act only in theinterval between meetings of the Board and shall be subject at all times to thecontrol and direction of the Board. The Board of Directors by a majority votemay also appoint one or more natural persons who need not be Board members toserve on such other committees as the Board may determine. Such othercommittees shall have such powers and duties as shall from time to time beprescribed by the Board. A majority of the members of any committee present ata meeting is a quorum for the transaction of business. All committees shallkeep accurate minutes of their meetings, which minutes shall be made availableupon request to members of that committee and to any director.

 

Section 16. Chairman of the Board. The directorsshall elect one of their number to serve as Chairmanof the Board, who shall preside, when present, at all meetings of the Board.

 

Section 17. Presumption of Assent. For purposes ofany liability as a director, a director of the Corporation who is present at ameeting of the Board of Directors at which action on any corporate matter istaken shall be presumed to have assented to the action taken unless:

 

(a)           He objects at the beginning of themeeting to the transaction of business because the meeting is not lawfullycalled or convened and does not thereafter participate in the meeting;

 

(b)           He votes against the action at themeeting; or

 

(c)           He is prohibited from voting at themeeting due to a conflict of interest.

 

6

----

 

ARTICLE IVOFFICERS

 

Section 1. Election of Officers. The Board ofDirectors shall, from time to time, elect a President/Chief Executive Officerand a Treasurer/Chief Financial Officer. The Board of Directors may, but shallnot be required to, elect a Secretary and one (1) or more Vice Presidents, asthey may determine. In addition, the Board of Directors may elect such otherofficers and agents as it may determine necessary, including AssistantSecretaries and Assistant Treasurers. Such officers shall exercise such powersand perform such duties as are prescribed by these By-Laws or as may beotherwise determined from time to time by the Board of Directors. Any number ofoffices or functions of those offices may be held or exercised by the sameperson.

 

Section 2. Terms of Office. The officers of theCorporation shall hold office for such terms as shall be determined from timeto time by the Board of Directors or until their successors are chosen andqualify in their stead. Any officer elected or appointed by the Board ofDirectors may be removed by the affirmative vote of a majority of the wholeBoard of Directors with or without cause.

 

Section 3. Salaries. The salaries of all officersand agents of the Corporation shall be determined by the Board of Directors.

 

Section 4. President/Chief Executive Officer. ThePresident/Chief Executive Officer shall be the chief executive officer of theCorporation, and shall have the general direction of the affairs of theCorporation. He shall preside, when present, at all meetings of theshareholders. He shall direct the general active management of the business ofthe Corporation, and shall see that all orders and resolutions of the Board ofDirectors are carried into effect. He shall execute all contracts, mortgagesand other instruments of the Corporation, and may appoint and discharge agentsand employees unless the power to appoint and discharge is reserved by theBoard to itself with respect to certain positions. He shall maintain recordsof, and, whenever necessary, certify all proceedings of the Board and of theshareholders, unless a Secretary has been elected or appointed hereunder. Heshall be ex officio a member of any executive committee which may beconstituted hereunder, and all other standing committees, and shall perform allsuch other duties as are incident to his office, or are properly required ofhim by the Board of Directors.

 

Section 5. Vice Presidents. The Vice Presidents inthe order designated by the Board of Directors, or in the absence of anydesignation, in the order of their election or appointment, shall perform theduties and exercise the powers of the President/Chief Executive Officer in hisabsence or incapacity. The Vice Presidents shall perform such other duties asthe Board of Directors from time to time prescribe.

 

Section 6. Secretary and Assistant Secretaries. TheSecretary shall attend all sessions of the Board of Directors and all meetingsof the shareholders, and record all votes and minutes of all proceedings in abook kept for that purpose, and shall perform like duties for the standingcommittees when required. He shall give or cause to be given notice of all meetingsof the shareholders and of the Board of Directors when notice is required, andshall perform such other duties as may be prescribed by the Board of Directorsor the President/Chief Executive Officer

 

7

----

 

underwhose supervision he shall be. He shall keep in safe custody the seal, if any,of the Corporation, and shall affix the same to any instrument requiring it.

 

The AssistantSecretaries, in the order designated by the Board of Directors, or in the absenceof any designation, in the order of their election or appointment, shall, inthe absence or incapacity of the Secretary, perform the duties and exercise thepowers of the Secretary, and shall perform such other duties as the Board ofDirectors shall prescribe.

 

Section 7. Treasurer/Chief Financial Officer and AssistantTreasurers. The Treasurer/Chief Financial Officer shall have thecustody of the corporate funds and securities, and shall keep full and accuratefinancial records of the Corporation; shall deposit all moneys, drafts, andchecks in the name and to the credit of the Corporation in such depositories asmay be designated from time to time by the Board of Directors; shall endorsefor deposit all notes, checks, and drafts received by the Corporation, asordered by the Board of Directors, making proper vouchers therefor; shalldisburse the funds of the Corporation in discharge of corporate liabilities andobligations as may be ordered by the Board of Directors from time to time,taking the proper vouchers for such disbursements; shall render to thePresident and the Board of Directors, whenever required, an account of all ofhis transactions and of the financial condition of the Corporation; and shallperform such other duties as may be prescribed by the Board of Directors or bythe Chief Executive Officer. He shall give the Corporation a bond, if requiredby the Board of Directors, in such sum as the Board of Directors may byresolution determine, with one (1) or more sureties satisfactory to the Boardof Directors, for the faithful performance of the duties of his office, and forthe restoration to the Corporation, in case of death, resignation, retirementor removal from office, of all books, vouchers, papers, money and otherproperty of whatsoever kind in his possession or under his control belonging tothe Corporation.

 

The AssistantTreasurers in the order designated by the Board of Directors shall, or in theabsence of any designation, in the order of their election or appointment, inthe absence or incapacity of the Treasurer/Chief Financial Officer, perform theduties and exercise the powers of the Treasurer/Chief Financial Officer, andshall perform such other duties as the Board of Directors shall prescribe.

 

Section 8. Vacancies. If the office of any officeror agent becomes vacant by reason of death, resignation, retirement,disqualification, removal from office or otherwise, the Board of Directors, bya majority vote, shall choose a successor or successors who shall hold officefor the unexpired term in respect of which such vacancy occurred.

 

Section 9. Delegation of Authority. An officerelected or appointed by the Board of Directors may delegate some or all of theduties or powers of his office to other persons, provided that such delegationis in writing.

 

Section 10. Contract Rights. The election orappointment of a person as an officer or agent does not, of itself, createcontract rights.

 

8

----

 

ARTICLE VINDEMNIFICATION

 

To the fullextent permitted or required by Section 302A.521 of the Minnesota BusinessCorporation Act, as the same now exists or may hereafter be amended, and byother provisions of law, each person who was or is a party or is threatened tobe made a party to any threatened, pending, or completed action, suit, orproceeding, whenever brought, whether civil, criminal, administrative orinvestigative, by reason of the fact that he is or was a director, officer oragent of the Corporation, or he is or was serving at the specific request ofthe Corporation as a director, officer, employee, fiduciary, or agent ofanother corporation, partnership, joint venture, trust or other entity orenterprise, shall be indemnified by the Corporation against expenses, includingattorneys’ fees, judgments, fines, and amounts paid in settlement, actually andreasonably incurred by him in connection with such action, suit, or proceeding;provided, however, that the indemnification with respect to a person who is orwas serving as a director, officer, employee, fiduciary, or agent of anothercorporation, partnership, joint venture, trust, or other enterprise shall applyonly to the extent such person is not indemnified by such other corporation,partnership, joint venture, trust, or other entity or enterprise.Indemnification provided by this paragraph shall continue as to a person oragent and shall inure to the benefit of the heirs, executors, andadministrators of such person and shall apply whether or not the claim againstsuch person arises out of matters occurring before the adoption of thisparagraph.

 

ARTICLE VISHARES

 

Section 1. Certificates. Certificates for shares ofthe capital stock of the Corporation shall be in such form or forms as may bedetermined by the Board of Directors or those actually used in the event theBoard fails to act. There shall be no uncertificated shares. Each shareholdershall be entitled to a certificate representing his shares of Stock, signed bythe President/Chief Executive Officer or a Vice President, and by the Secretaryor an Assistant Secretary, if one has been elected or appointed, otherwise, bythe Treasurer/Chief Financial Officer or an Assistant Treasurer; provided,however, that where a certificate is countersigned by a transfer agent or anassistant transfer agent or by a transfer clerk acting on behalf of theCorporation and registered by a registrar, the signatures of said officers onsuch certificates for shares may be facsimiles. If a person signs or has afacsimile signature placed upon a certificate while an officer, transfer agent,or registrar of the Corporation, the certificate may be issued by theCorporation even if the person has ceased to have that capacity before thecertificate is issued with the same effect as if the person had that capacityat the date of its issue. All certificates for shares shall be consecutivelynumbered or otherwise identified, and shall state the name of the Corporation,that it is organized under the laws of the State of Minnesota, the name of theperson to whom the shares are issued, the number and class of shares, and thedesignation of the series, if any, that the certificate represents. The name ofthe person to whom the shares are issued with the number of shares and date ofissue shall be entered on the books of the Corporation.

 

Section 2. Transfer of Shares. The shares of stockof the Corporation shall be transferrable upon its books only by the personsnamed in the certificates or by their attorneys or legal representatives dulyauthorized in writing, and upon surrender to the Corporation of the old stockcertificates, properly endorsed, to the person in charge of the stock andtransfer books and ledgers,

 

9

----

 

orto such other persons as the Board of Directors may designate, by whom theyshall be cancelled. New certificates for the shares shall thereupon be issuedto the person entitled to such new certificates. A record shall be made of eachtransfer, and whenever a transfer shall be made for collateral security, andnot absolutely, it shall be so expressed in the entry of the transfer.

 

Section 3. Lost Certificates. Any shareholderclaiming a certificate for shares to be lost, destroyed, or wrongfully takenshall make an affidavit or affirmation of that fact and, if the Board ofdirectors so requires, shall:

 

(a)           advertisesuch fact in such manner as the Board of Directors may require;

 

(b)           give to the Corporation and itstransfer agent and registrar, if any, a bond of indemnity in open penalty as toamount or in such other sum as the Board of Directors may direct, in formsatisfactory to the Board of Directors and to the transfer agent and registrarof the Corporation, if any, and with or without such sureties as the Board ofDirectors with the approval of the transfer agent and registrar, if any, mayprescribe; and

 

(c)           satisfy suchother requirements as may be imposed by the Board.

 

If notice bythe shareholder of the loss, destruction, or wrongful taking of a certificateis received by the Corporation before the Corporation has received notice thatthe shares represented by such certificate have been acquired by a bona fidepurchaser, and if the foregoing requirements imposed by the Board aresatisfied, then the Board of Directors shall authorize the issuance of a newcertificate for shares of the same tenor and for the same number of shares asthe one alleged to have been lost or destroyed.

 

Section 4. Dividends. The Board of Directors maydeclare dividends to the extent permitted by Section 302A.551 of the MinnesotaBusiness Corporation Act as and when it deems expedient. Before declaring anydividend, there may be reserved out of the accumulated profits such sums as theBoard of Directors from time to time, in its discretion, thinks proper forworking capital or as a reserve fund to meet contingencies or for equalizingdividends, or for such other purposes as the Board of Directors shall thinkconducive to the interests of the Corporation.

 

ARTICLE VIIMISCELLANEOUS

 

Section 1. Books of Account. The Corporation shallkeep such books of account as are required by Section 302A.461 of the MinnesotaBusiness Corporation Act and every shareholder shall have a right to examinesuch books, in person or by agent or attorney, as provided in that Section ofthe Act.

 

Section 2. Corporate Seal. If so directed by theBoard of Directors, the Corporation may use a corporate seal. The failure touse such seal, however, shall not affect the validity of any documents executedon behalf of the Corporation. The seal need only include the word “seal”, butit may also include, at the discretion of the Board of Directors, suchadditional wording as is permitted by law.

 

10

----

 

Section 3. Checks and Documents. All checks ordemands for money and notes of the Corporation and all other instruments,documents or deeds of every kind, nature and description required to beexecuted in the name and on behalf of the Corporation shall be signed by theTreasurer/Chief Financial Officer or by such of the officers or agents of theCorporation as the Board of Directors may from time to time by resolutiondesignate and determine.

 

Section 4. Fiscal Year. The fiscal year of thisCorporation shall be as determined by resolution of the Board of Directors.

 

Section 5. Amendments to By-Laws. These By-Laws maybe amended or altered by the vote of a majority of the Board of Directorspresent at any meeting; provided, that notice of such proposed amendments shallhave been given in the notice given to the directors of such meeting. Suchauthority of the Board of Directors is subject to the power of the shareholdersto change or repeal such By-Laws as prescribed by statute and subject to anyother limitations on such authority prescribed by statute.

 

Section 6. Waiver. Whenever any notice is requiredto be given to any shareholder or director of the Corporation under theprovisions of Chapter 302A of the Minnesota Business Corporation Act, a waiverthereof in writing signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be deemed equivalent tothe giving of such notice.

 

11

----