## **Exhibit 3.1**

AMENDEDAND RESTATED

BY-LAWS

OF

HICKORYTECH CORPORATION

 

TABLEOF CONTENTS

 

 
| Section      | ** **                                      | ** ** | **Page** |
|--------------|-------------------------------------------------|------------|----------|
|         |                                            |       |
| SHAREHOLDERS |                                            |
|         |                                            |       |
| 1.01         | Place of Meetings                               | 1          |
| 1.02         | Regular Meetings                                |       |
| 1.03         | Special Meetings                                |       |
| 1.04         | Meetings Held Upon Shareholder Demand           |       |
| 1.05         | Adjournments                                    | 2          |
| 1.06         | Notice of Meetings                              |       |
| 1.07         | Waiver of Notice                                |       |
| 1.08         | Quorum; Acts of Shareholders                    |       |
| 1.09         | Voting Rights                                   |       |
| 1.10         | Proxies                                         |       |
| 1.11         | Action Without a Meeting                        |       |
| 1.12         | Nomination of Directors                         | 3          |
| 1.13         | Organization and Conduct of Business            |       |
|         |                                            |       |
| DIRECTORS    |                                            |
|         |                                            |       |
| 2.01         | Number; Qualifications                          |       |
| 2.02         | Term                                            | 4          |
| 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                           |       |
| 2.09         | Electronic Communications                       |       |
| 2.10         | Absent Directors                                | 5          |
| 2.11         | Action Without a Meeting                        |       |
| 2.12         | Committees                                      |       |
| 2.13         | Compensation                                    |       |

 

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| Section         | ** **                                       | ** ** | **Page** |
|-----------------|--------------------------------------------------|------------|----------|
|            |                                             |       |
| OFFICERS        |                                             |
|            |                                             |       |
| 3.01            | Number and Designation                           |       |
| 3.02            | Chief Executive Officer                          |       |
| 3.03            | Chief Financial Officer                          | 6          |
| 3.04            | Chairman                                         |       |
| 3.05            | President                                        |       |
| 3.06            | Vice Presidents                                  |       |
| 3.07            | Secretary                                        |       |
| 3.08            | Treasurer                                        |       |
| 3.09            | Authority and Duties                             |       |
| 3.10            | Term                                             |       |
| 3.11            | Salaries                                         | 7          |
|            |                                             |       |
| INDEMNIFICATION |                                             |
|            |                                             |       |
| 4.01            | Indemnification                                  |       |
| 4.02            | Insurance                                        |       |
|            |                                             |       |
| SHARES          |                                             |
|            |                                             |       |
| 5.01            | Certificated and Uncertificated Shares           |       |
| 5.02            | Declaration of Dividends and Other Distributions |       |
| 5.03            | Transfer of Shares                               |       |
| 5.04            | Record Date                                      |       |
|            |                                             |       |
| MISCELLANEOUS   |                                             |
|            |                                             |       |
| 6.01            | Execution of Instruments                         | 8          |
| 6.02            | Advances                                         |       |
| 6.03            | Corporate Seal                                   |       |
| 6.04            | Fiscal Year                                      |       |
| 6.05            | Amendments                                       |       |

 

This Table of Contents isnot part of the By-Laws of the Corporation. It is intended merely to aid in the utilization ofthe By-Laws.

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AMENDED AND RESTATED

BY-LAWS

OF

HICKORY TECH CORPORATION

SHAREHOLDERS

Section 1.01  Place of Meetings.  Each meeting of the shareholders shall beheld at the principal executive office of the Corporation or at such otherplace as may be designated by the Board of Directors or the Chief ExecutiveOfficer; provided, however, that any meeting called by or at the demand of ashareholder or shareholders shall be held in the county where the principalexecutive office of the Corporation is located.

Section 1.02  Regular Meetings. Regular meetings of the shareholders shall be held in each year on suchdate in the month of April, May or June as the Board of Directors shalldetermine.  If a regular meeting has notbeen held during the immediately preceding 15 months, a shareholder orshareholders holding three percent or more of the voting power of all sharesentitled to vote may demand a regular meeting of shareholders by written demandgiven to the Chief Executive Officer or Chief Financial Officer of the Corporation.  At each regular meeting the shareholdersshall elect qualified successors for directors whose terms have expired and maytransact any other business, provided, however, that no business with respectto which special notice is required by law shall be transacted unless suchnotice shall have been given.  To beproperly brought before a regular meeting of shareholders, business must be (1)specified in the notice of the meeting, (2) directed to be brought before themeeting by the Board of Directors or (3) proposed at the meeting by ashareholder who (i) was a shareholder of record at the time of giving of noticeprovided 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 forshareholder action, in the manner herein provided.  For business to be properly brought before aregular meeting by a shareholder, the shareholder must give written notice tothe Secretary of the Corporation so as to be received at the principalexecutive offices of the Corporation at least 120 days in advance of the datethat the Company released its proxy statement to its shareholders in connectionwith the prior year’s regular meeting. Such notice shall set forth (1) the name and record address of theshareholder and of the beneficial owner, if any, on whose behalf the proposalwill be made, (2) the class and number of shares of the Corporation owned bythe shareholder and beneficially owned by the beneficial owner, if any, onwhose behalf the proposal will be made, (3) a brief description of the businessdesired to be brought before the regular meeting and the reasons for conductingsuch business desired to be brought before the regular meeting and the reasonsfor conducting such business and (4) any material interest in such business ofthe shareholder and the beneficial owner, if any, on whose behalf the proposalis made.  The chairman of the meeting mayrefuse to acknowledge any proposed business not made in compliance with theforegoing procedure.

Section 1.03  SpecialMeetings.  A special meeting of theshareholders may be called for any purpose or purposes at any time by the ChiefExecutive Officer; by the Chief Financial Officer; by the Board of Directors orany two or more members thereof; or by one or more shareholders holding notless than ten percent of the voting power of all shares of the Corporationentitled to vote, who shall demand such special meeting by written notice givento the Chief Executive Officer or the Chief Financial Officer of theCorporation specifying the purposes of such meeting; provided that a specialmeeting for the purpose of considering any action to directly or indirectlyfacilitate or effect a business combination, including any action to change orotherwise 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 tovote.

Section 1.04  MeetingsHeld Upon Shareholder Demand.  Within30 days of receipt of a demand by the Chief Executive Officer or the ChiefFinancial Officer from any shareholder or shareholders entitled to call ameeting of the shareholders, it shall be the duty of the Board of Directors ofthe Corporation to cause a special or regular meeting of shareholders, as thecase may be, to be duly called and held on notice no later than ninety daysafter receipt of such demand.  If theBoard of Directors fails to cause such a meeting to be called and held asrequired by this Section, the shareholder or shareholders making the demand maycall the meeting by giving notice as provided in Section 1.06 hereof at theexpense of the Corporation.

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Section 1.05  Adjournments.  Any meeting of the shareholders may beadjourned from time to time to another date, time and place.  If any meeting of the shareholders is soadjourned, 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 thetime of adjournment.

Section 1.06   Noticeof Meetings.  Except as otherwisespecified in Section 1.05 or required by law, written notice of each meeting ofthe shareholders, stating the date, time and place and, in the case of aspecial meeting, the purpose or purposes, shall be given at least ten days andnot more than sixty days prior to the meeting to every holder of sharesentitled to vote at such meeting.  Thebusiness transacted at a special meeting of shareholders is limited to thepurposes stated in the notice of the meeting.

Section 1.07       Waiver of Notice.  Ashareholder may waive notice of the date, time, place and purpose or purposesof a meeting of shareholders.  A waiverof notice by a shareholder entitled to notice is effective whether givenbefore, at or after the meeting, and whether given in writing, orally or byattendance.  Attendance by a shareholderat a meeting is a waiver of notice of that meeting, unless the shareholderobjects at the beginning of the meeting to the transaction of business becausethe meeting is not lawfully called or convened, or objects before a vote on anitem of business because the item may not lawfully be considered at thatmeeting and does not participate in the consideration of the item at thatmeeting.

Section1.08  Quorum; Acts of Shareholders.  The holders of a majority ofthe voting power of the shares entitled to vote at a shareholders meeting are aquorum 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 presentleaves less than the proportion or number otherwise required for a quorum.  Except as otherwise required by law orspecified in the Articles of Incorporation of the Corporation, the shareholdersshall take action by the affirmative vote of the holders of a majority of thevoting power of the shares present and entitled to vote at a duly held meetingof shareholders.

Section 1.09   Voting Rights. Subdivision 1.  A shareholdershall have one vote for each share held which is entitled to vote.  Except as otherwise required by law, a holderof shares entitled to vote may vote any portion of the shares in any way theshareholder chooses.  If a shareholder voteswithout designating the proportion or number of shares voted in a particularway, the shareholder is deemed to have voted all of the shares in that way.

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

Section 1.10   Proxies.  Ashareholder may cast or authorize the casting of a vote by filing a writtenappointment of a proxy with an officer of the Corporation at or before themeeting at which the appointment is to be effective.

Section 1.11   Action Without a Meeting.  Anyaction required or permitted to be taken at a meeting of the shareholders ofthe Corporation may be taken without a meeting by written action signed by allof the shareholders entitled to vote on that action.  The written action is effective when it hasbeen signed by all of those shareholders, unless a different effective time isprovided in the written action.

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Section 1.12  Nominationof Directors.  Nomination of personsfor 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 inthese bylaws, (2) is entitled to vote at the meeting and (3) gives prior noticeof nomination in the manner herein provided. For a nomination to be properly made by a shareholder, the shareholdermust give written notice to the Secretary of the Corporation so as to bereceived at the principal executive offices of the Corporation at least 120days before that date that is one year after the prior year’s regularmeeting.  Such notice shall set forth (a)as to the shareholder giving the notice: (1) the name and record address of theshareholder and of the beneficial owner, if any, on whose behalf the nominationwill be made, and (2) the class and number of shares of the Corporation ownedby the shareholder and beneficially owned by the beneficial owner, if any, onwhose behalf the nomination will be made and (b) as to each person theshareholder proposes to nominate: (1) the name, age, business address andresidence address of the person, (2) the principal occupation or employment ofthe person and (3) the class and number of shares in the Corporation’s capitalstock beneficially owned by the person. The chairman of the meeting may refuse to acknowledge the nomination ofany person not made in compliance with the foregoing procedure.

Section 1.13  Organizationand Conduct of Business.  TheChairman of the Board shall call to order and act as chairman of any meeting ofthe shareholders.  In the absence of thechairman, the vice chairman shall act as chairman of any meeting of theshareholders.  In the absence of thechairman and vice chairman, the Board will designate a Board director or anofficer of the Corporation to call to order and act as chairman of any meetingof the shareholders. In the absence of the Secretary, the secretary of themeeting shall be such person as the chairman of the meeting appoints.  The chairman of the meeting shall have theright and authority to prescribe such rules, regulations and procedures and todo all such acts as, in the judgment of such chairman, are appropriate forconduct of the meeting.  To the extentnot prohibited by law, such rules, regulations or procedures may include,without limitation, establishment of (1) an agenda or order of business for themeeting and the method by which business may be proposed, (2) rules andprocedures for maintaining order at the meeting and the safety of thosepresent, (3) limitations on attendance at or participation in the meeting toshareholders of record of the Corporation, their duly authorized proxies orsuch other persons as the chairman of the meeting shall determine, (4)restrictions on entry to the meeting after the time fixed for the commencementthereof and (5) limitations on the time allotted to questions or comments byparticipants.  Any proposed businesscontained in the notice of a regular meeting is deemed to be on the agenda andno further motions or other actions shall be required to bring such proposedbusiness up for consideration.  Unlessand to the extent otherwise determined by the chairman of the meeting, it shallnot be necessary to follow Robert’s Rules of Order or any other rules ofparliamentary procedure at the meeting of the shareholders.  Following completion of the business of themeeting as determined by the chairman of the meeting, the chairman of themeeting shall have the exclusive authority to adjourn the meeting.

DIRECTORS

Section 2.01   Number; Qualifications.  Thebusiness and affairs of the Corporation shall be managed by or under thedirection of a Board of not less than six and not more than twelve directors,who need not be shareholders.  Directorsshall be natural persons.  The directorsshall be divided into three classes, designated Class I, Class II and ClassIII.  Each class shall consist of notless than two and not more than four directors. The exact number of directors in each class shall be determined by theBoard of Directors prior to the regular meeting at which directors of suchclass are to be elected; but thereafter the authorized number of directors insuch class may be increased by the Board or Directors.  At each regular meeting of shareholders, successorsto the class of directors whose terms expire at that regular meeting shall beelected for a three-year term.  Anydirector of any class elected to fill a vacancy in such class shall hold officefor a term that shall coincide with the remaining term of that class.  A director shall hold office until theregular meeting held in the year in which the director’s term expires and untila successor shall be elected and shall qualify, subject, however, to priordeath, resignation, retirement, disqualification or removal from office.  A director (including a director named by theBoard of Directors to fill a vacancy) may be removed from office only forcause.  Any vacancy on the Board ofDirectors may be filled by a majority of the directors then in office, althoughless than a quorum, or by a sole remaining director.  Any director elected to fill a vacancy shallhave the same remaining term as that of such director’s predecessor.  No person may stand for election as adirector after that person’s seventy-second birthday.

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Section 2.02   Term.  Each director shall serve for a three-yearterm that expires on the date of the third regular meeting of shareholdersfollowing the regular meeting at which such director was elected.  A director shall hold office until asuccessor 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 theaffirmative vote of a majority of the remaining members of the Board, thoughless than a quorum.

Section 2.04   Place of Meetings.  Eachmeeting of the Board of Directors shall be held at the principal executiveoffice of the Corporation or at such other place as may be designated from timeto 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 officersand the transaction of any other business shall be held without notice at theplace of and immediately after each regular meeting of the shareholders.

Section 2.06   Special meetings.  Aspecial meeting of the Board of Directors may be called for any purpose orpurposes at any time by any member of the Board by giving not less than twohours’ actual notice to all directors of the date, time and place of themeeting.  The notice need not state thepurpose of the meeting.

Section 2.07  Waiverof Notice; Previously Scheduled Meetings. Subdivision 1.  A director of theCorporation may waive notice of the date, time and place of a meeting of theBoard.  A waiver of notice by a directorentitled 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 iswaiver of notice of that meeting, unless the director objects at the beginningof the meeting to the transaction of business because the meeting is notlawfully called or convened and thereafter does not participate in the meeting.

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

Section 2.08   Quorum; Acts of Board.  Thepresence in person of a majority of the directors currently holding officeshall be necessary to constitute a quorum for the transaction of business.  In the absence of a quorum, a majority of thedirectors present may adjourn a meeting from time to time without further noticeuntil a quorum is present.  If a quorumis present when a duly held meeting is convened, the directors present maycontinue to transact business until adjournment, even though the withdrawal ofa number of the directors originally present leaves less than the proportion ornumber otherwise required for a quorum. Except as otherwise required by law or specified in the Articles ofIncorporation of the Corporation, the Board shall take action by theaffirmative vote of a majority of the directors present at a duly held meeting.

Section 2.09  ElectronicCommunications.  A conference among directors by any means ofcommunication through which the directors may simultaneously hear each otherduring the conference constitutes a Board meeting, if the same notice is givenof the conference as would be required for a meeting, and if the number ofdirectors participating in the conference would be sufficient to constitute aquorum at a meeting.  A director mayparticipate in a Board meeting not described in the immediately precedingsentence by any means of communication through which the director, otherdirectors so participating and all directors physically present at the meetingmay simultaneously hear each other during the meeting.  Participation in a meeting by any meansreferred to in this Section 2.09 constitutes presence in person at the meeting.

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Section 2.10   Absent Directors.  Adirector of the Corporation may give advance written consent or opposition to aproposal to be acted on at a Board meeting. If the director is not present at the meeting, consent or opposition toa proposal does not constitute presence for purposes of determining theexistence of a quorum, but consent or opposition shall be counted as a vote infavor of or against the proposal and shall be entered in the minutes or other recordof action at the meeting, if the proposal acted on at the meeting issubstantially the same or has substantially the same effect as the proposal towhich the director has consented or objected.

Section 2.11  ActionWithout a Meeting.  An action requiredor permitted to be taken at a Board meeting may be taken without a meeting bywritten action signed by all of the directors. Any action, other than an action requiring shareholder approval, if theArticles of Incorporation so provide, may be taken by written action signed bythe number of directors that would be required to take the same action at ameeting of the Board at which all directors were present.  The written action is effective when signedby the required number of directors, unless a different effective time isprovided in the written action.  Whenwritten action is permitted to be taken by less than all directors, alldirectors shall be notified immediately of its text and effective date.

Section 2.12  Committees. Subdivision 1.  A resolutionapproved by the affirmative vote of a majority of the Board may establishcommittees having the authority of the Board in the management of the businessof the Corporation only to the extent provided in the resolution.  Committees shall be subject at all times tothe direction and control of the Board, except as provided in Section 2.13.

Subdivision 2.  A committee shallconsist of one or more natural persons, who need not be directors, appointed byaffirmative vote of a majority of the directors present at a duly held Boardmeeting.

Subdivision 3.  Section 2.04 andSections 2.06 to 2.11 hereof shall apply to committees and members ofcommittees to the same extent as those sections apply to the Board anddirectors.

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

Section 2.13  Compensation.  The Board may fix the compensation, if any,of directors.

OFFICERS

Section 3.01  Numberand Designation.  The Corporationshall have one or more natural persons exercising the functions of the officesof Chief Executive Officer and Chief Financial Officer.  The Board of Directors may elect or appointsuch other officers or agents as it deems necessary for the operation and managementof the Corporation, with such powers, rights, duties and responsibilities asmay be determined by the Board, including, without limitation, a Chairman, aPresident, one or more Vice Presidents, a Secretary and a Treasurer, each ofwhom shall have the powers, rights, duties and responsibilities set forth inthese By-Laws unless otherwise determined by the Board.  Any of the offices or functions of thoseoffices may be held by the same person.

Section 3.02  ChiefExecutive Officer.  Unless providedotherwise by a resolution adopted by the Board of Directors, the ChiefExecutive Officer (a) shall have general active management of the business ofthe Corporation; (b) shall see that all orders and resolutions of the Board arecarried into effect; (c) may maintain records of and certify proceedings of theBoard of Directors and shareholders; and (d) shall perform such other duties asmay from time to time be assigned by the Board of Directors.

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Section 3.03  ChiefFinancial Officer.  Unless providedotherwise by a resolution adopted by the Board of Directors, the ChiefFinancial Officer (a) shall keep accurate financial records for theCorporation; (b) shall deposit all monies, drafts and checks in the name of andto the credit of the Corporation in such banks and depositories as the Board ofDirectors shall designate from time to time; (c) shall endorse for deposit allnotes, checks and drafts received by the Corporation as ordered by the Board,making proper vouchers therefore; (d) shall disburse corporate funds and issuechecks 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 ChiefFinancial Officer and of the financial condition of the Corporation; and (f)shall perform such other duties as may be prescribed by the Board of Directorsor the Chief Executive Officer from time to time.

Section 3.04  Chairman. Unless otherwise determined by the Board, the Chairman shall be anindependent member of the Board of Directors as selected by a majority vote ofthe Board.

Section 3.05  President.  Unless otherwise determined by the Board, thePresident shall be the Chief Executive Officer of the Corporation.  If an officer other than the President isdesignated Chief Executive Officer, the President shall perform such duties asmay from time to time be assigned by the Board of Directors.

Section 3.06  VicePresidents.  Any one or more VicePresidents, if any, may be designated by the Board of Directors as ExecutiveVice Presidents or Senior Vice Presidents. During the absence or disability of the President, it shall be the dutyof the highest ranking Executive Vice President, and, in the absence of anysuch Vice President, it shall be the duty of the highest ranking Senior VicePresident or other Vice President, who shall be present at the time and able toact, to perform the duties of the President. The determination of who is the highest ranking of two or more personsholding the same office shall, in the absence of specific designation of orderof rank by the Board of Directors, be made on the basis of the earliest date ofappointment 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 bythe Board, shall attend all meetings of the shareholders and all meetings ofthe Board of Directors, shall be kept for that purpose, and may certify suchproceedings.  Except as otherwiserequired or permitted by law or by these By-Laws, the Secretary shall give orcause to be given notice of all meetings of the shareholders and all meetingsof the Board of Directors.

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

Section 3.09   Authority and Duties.  Inaddition to the foregoing authority and duties, all officers of the Corporationshall respectively have such authority and perform such duties in themanagement of the business of the Corporation as may be designated from time totime by the Board of Directors.  Unlessprohibited by a resolution approved by the affirmative vote of a majority ofthe directors present, an officer elected or appointed by the Board may,without the approval of the Board, delegate some or all of the duties andpowers of an office to other persons.

Section 3.10   Term.  Subdivision 1.  All officers of the Corporation shall holdoffice until their respective successors are chosen and have qualified or untiltheir earlier death, resignation or removal.

Subdivision 2.  An officer mayresign at any time by giving written notice to the Corporation.  The resignation is effective withoutacceptance when the notice is given to the Corporation, unless a latereffective date is specified in the notice.

Subdivision 3.  An officer may beremoved at any time, with or without cause, by a resolution approved by theaffirmative vote of a majority of the directors present at a duly held Boardmeeting.

Subdivision 4.  A vacancy in anoffice because of death, resignation, removal, disqualification or other causemay, or in the case of a vacancy in the office of Chief Executive Officer orChief Financial Officer shall, be filled for the unexpired portion of the termby the Board.

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Section 3.11  Salaries.  The salaries of all officers of theCorporation shall be fixed by the Board of Directors or by the Chief ExecutiveOfficer if authorized by the Board.

INDEMNIFICATION

Section 4.01   Indemnification.  TheCorporation shall indemnify such persons, for such expenses and liabilities, insuch manner, under such circumstances, and to such extent, as required orpermitted by Minnesota Statutes, Section 302A.521, as amended from time totime, or as required or permitted by other provisions of law.

Section 4.02  Insurance.  The Corporation may purchase and maintaininsurance on behalf of any person in such person’s official capacity againstany liability asserted against and incurred by such person in or arising fromthat capacity, whether or not the Corporation would otherwise be required toindemnify the person against the liability.

SHARES

Section 5.01  Certificatedand Uncertificated Shares. Subdivision 1.  The shares of theCorporation shall be either certificated uncertificated shares.  Each holder of duly issued certificatedshares is entitled to a certificate of shares.

Subdivision 2.  Each certificateof shares of the Corporation shall bear the corporate seal, if any, and shallbe signed by the Chief Executive Officer, or the President or any VicePresident, and the Chief Financial Officer, or the Secretary or any AssistantSecretary, but when a certificate is signed by transfer agent or a registrar,the signature of any such officer and the corporate seal upon such certificatemay be facsimiles, engraved or printed. If a person signs or has a facsimile signature placed upon a certificatewhile an officer, transfer agent or registrar of the Corporation, thecertificate may be issued by the Corporation, even if the person has ceased toserve in that capacity before the certificate is issued, with the same effectas if the person had that capacity at the date of its issue.

Subdivision 3.  A certificaterepresenting shares issued by the Corporation shall, if the Corporation isauthorized to issue shares of more than one class or series, set forth upon theface or back of the certificate, or shall state that the Corporation willfurnish to any shareholder upon request and without charge, a full statement ofthe designations, preferences, limitations and relative rights of the shares ofeach class or series authorized to be issued, so far as they have beendetermined, and the authority of the Board to determine the relative rights andpreferences of subsequent classes or series.

Subdivision 4.  A resolutionapproved by the affirmative vote of a majority of the directors present at aduly held meeting of the Board may provide that some or all of any or allclasses and series of the shares of the Corporation will be uncertificatedshares.  Any such resolution shall notapply to shares represented by a certificate until the certificate issurrendered to the Corporation.

Section 5.02  Declarationof Dividends and Other Distributions. The Board of Directors shall have the authority to declare dividends andother distributions upon the shares of the Corporation to the extent permittedby law.

Section 5.03  Transfer of Shares. Shares of the Corporation may be transferred only on the books of theCorporation by the holder thereof, in person or by such person’s attorney.  In the case of certificated shares, sharesshall be transferred only upon surrender and cancellation of certificates for alike number of shares.  The Board ofDirectors, however, may appoint one or more transfer agents and registrars tomaintain the share records of the Corporation and to effect transfers ofshares.

Section 5.04  RecordDate.  The Board of Directors may fixa time, not exceeding sixty days preceding the date fixed for the payment ofany dividend or other distribution, as a record date for the determination ofthe shareholders entitled to receive payment of such dividend or otherdistribution, and in such case only shareholders of record on the date so fixedshall be entitled to receive payment of such dividend or other distribution,notwithstanding any transfer of any shares on the books of the Corporationafter any record date so fixed.

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MISCELLANEOUS

Section 6.01  Executionof Instruments.  Subdivision 1.  All deeds, mortgages, bonds, checks,contracts and other instruments pertaining to the business and affairs of theCorporation shall be signed on behalf of the Corporation by the Chief ExecutiveOfficer, or the President, or any Vice President, or by such other person orpersons as may be designated from time to time by the Board of Directors.

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

Section 6.02  Advances.  The Corporation may, without a vote of thedirectors, advance money to its directors, officers or employees to coverexpenses that can reasonably be anticipated to be incurred by them in theperformance of their duties and for which they would be entitled toreimbursement in the absence of an advance.

Section 6.03   Corporate Seal.  Theseal of the Corporation, if any, shall be a circular embossed seal havinginscribed thereon the name of the Corporation and the following words:

“Corporate Seal Minnesota”.

Section 6.04   Fiscal Year.  Thefiscal year of the Corporation shall be determined by the Board of Directors.

Section6.05  Amendments.  The Board of Directors shall have the powerto adopt, amend or repeal the By-Laws of the Corporation, subject to the powerof the shareholders to change or repeal the same, provided, however, that theBoard shall not adopt, amend or repeal any By-Law fixing a quorum for meetingsof shareholders, prescribing procedures for removing directors or fillingvacancies in the Board, or fixing the number of directors or theirclassifications, qualifications or terms of office, but may adopt or amend aBy-Law that increases the number of directors.

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