BYLAWS
OF
EBS USER GROUP INC.
(an Iowa Corporation)
(hereinafter referred to as “Corporation”)
ARTICLE 1
PRINCIPAL OFFICE
The principal office of the Corporation shall be located where specified in the most recent biennial report filed by the Corporation with the Iowa Secretary of State.
ARTICLE 2
NUMBER OF DIRECTORS
The number of directors shall be such number, between one (1) and five (5) members, as the board of directors shall determine. It is not necessary that directors be shareholders of the Corporation.
ARTICLE 3
MEETINGS OF SHAREHOLDERS
Section 3.1 Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held during the month of April each year at such place and time as the Board of Directors may designate.
Section 3.2 Special Meetings. Special meetings of the shareholders may be called by the president or the Board of Directors, and shall be called by the Board of Directors upon the written demand, signed, dated, and delivered to the Corporation, by the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting. Such written demand shall state the purpose or purposes for which such meeting is to be called. The time, date, and place of any special meeting shall be determined by the Board of Directors or, at its direction, by the president.
Section 3.3 Notice of Meetings. The Corporation shall notify shareholders entitled to notice of (i) the place, date, and time of all meetings of shareholders; (ii) the initial authorization or issuance, subsequent to the next preceding shareholder meeting, of shares for promissory notes or promises to render services in the future; (iii) any indemnification of a director required by Section 1621 of the Iowa Business Corporation Act to be reported to shareholders; and (iv) in the case of a special meeting, the purpose or purposes for which the meeting is called, no fewer than ten (10) days nor more than sixty (60) days before the date of the meeting. The Board of Directors may establish a record date for the determination of shareholders entitled to notice, as provided in section 6.9 of these Bylaws. Notice of adjourned meetings need only be given if required by law or section 3.6 of these Bylaws.
Section 3.4 Waiver of Notice.
(a) A written waiver of notice of any meeting of the shareholders signed by any shareholder entitled to such notice, whether before or after the time stated in such notice for the holding of such meeting, shall be equivalent to the giving of such notice to such shareholder in due time as required by law and these Bylaws.
(b) A shareholder’s attendance at any shareholder meeting, in person or by proxy, waives (i) giving of notice of such meeting and irregularities in any notice given, unless the shareholder at the beginning of the meeting or promptly upon the shareholder’s arrival objects to holding the meeting or transacting business at the meeting, and (ii) objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Section 3.5 Voting List. After fixing a record date for a meeting, the secretary shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of the shareholder meeting. The shareholder list must be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or a shareholder’s agent or attorney is entitled on written demand and at the person’s expense to inspect and, subject to the requirements of law, to copy the list during regular business hours and during the period it is available for inspection. The Corporation shall make the shareholder list available at the meeting, and any shareholder or a shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
Section 3.6 Quorum.
(a) At any meeting of the shareholders a majority of the votes entitled to be cast on the matter by a voting group constitutes a quorum of that voting group for action on that matter, unless the representation of a different number is required by law; and in that case, the representation of the number so required shall constitute a quorum. If a quorum shall fail to attend any meeting, the chairman of the meeting or a majority of the votes present may adjourn the meeting to another place, date, or time.
(b) When a meeting is adjourned to another place, date, or time, notice need not be given of the adjourned meeting if the place, date, and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than one hundred twenty (120) days after the date for which the meeting was originally noticed or if a new record date is fixed for the adjourned meeting, notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting any business may be transacted which might have been transacted at the original meeting.
Section 3.7 Organization.
(a) The President, or in his or her absence such person as the Board of Directors may have designated, or in the absence of such a person, such person as shall be designated by the holders of a majority of the shares present at the meeting, shall call meetings of the shareholders to order and shall act as chairman of such meetings.
(b) The secretary of the Corporation shall act as secretary at all meetings of the shareholders, but in the absence of the secretary at any meeting of the shareholders, the presiding officer may appoint any person to act as secretary of the meeting.
Section 3.8 Voting of Shares.
(a) The shareholders having the right to vote shares at any meeting shall only be those of record on the stock books of the Corporation on the record date fixed pursuant to the provisions of section 6.9 of these Bylaws or by law.
(b) Absent special circumstances, the shares of the Corporation held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the Corporation, shall not be voted at any meeting.
(c) Voting by shareholders on any question or in any election may be voice vote, unless the chairman of the meeting shall order or any shareholder shall demand that voting be by ballot. On a vote by ballot, each ballot shall be signed by the shareholder voting or in the shareholder’s name by proxy, if there be such proxy, and shall state the number of shares voted by such shareholder.
(d) If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number is required by law.
Section 3.9 Voting by Proxy or Representative.
(a) At all meetings of the shareholders, a shareholder entitled to vote may vote in person or by proxy. A proxy shall be valid for eleven (11) months from the date of its execution, unless otherwise provided in the appointment.
(b) Shares held by an administrator, executor, guardian, conservator, receiver, trustee, pledgee, or another corporation may be voted as provided by law.
Section 3.10 Inspectors. The Board of Directors, in advance of any meeting of shareholders, may (but shall not be obliged to) appoint inspectors to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the officer or person acting as chairman of any such meeting may, and on the request of any shareholder or his or her proxy, shall make such appointment. In case any person appointed as inspector shall fail to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the officer or person acting as chairman. The inspectors shall register proxies, determine the number of shares outstanding and the voting power of each; determine the shares represented at the meeting; determine the existence of a quorum and the authenticity, validity, and effect of proxies; receive votes, ballots, assents, or consents; hear and determine all challenges and questions in any way arising in connection with the vote; count and tabulate all votes, assents, and consents, and determine and announce the result; and do such acts as may appear proper to conduct the election or vote with fairness to all shareholders. The maximum number of such inspectors appointed shall be three (3) No inspector need be a shareholder. An inspector may be an officer or employee of the Corporation.
Section 3.11 Consent of Shareholders in Lieu of Meeting. Any action required or permitted by law to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding shares having not less than ninety percent (90%) of the votes entitled to be cast at a meeting at which all shares entitled to vote on the action were present and voted and such consent is delivered to the Corporation for inclusion in the minutes or filing with corporate records.
Section 3.12 Conduct of Business. The chairman of any meeting of shareholders shall determine the order of business and procedure at the meeting, including such regulation of the manner of voting and the conduct of business as is fair to shareholders.
ARTICLE 4
BOARD OF DIRECTORS
Section 4.1 Qualifications and General Powers. No director is required to be an officer, shareholder, or employee of the Corporation or a resident of the state of Iowa. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.
Section 4.2 Vacancies. Any vacancy on the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the directors, though less than a quorum of the Board of Directors. Any director so elected shall serve only until the next election of directors by the shareholders. Each director shall hold office until the next succeeding annual meeting and until his or her successor shall have been elected and qualifies, or until his or her death, resignation, or removal.
Section 4.3 Quorum and Manner of Acting. A majority of the number of directors then holding office shall constitute a quorum for the transaction of business; but if at any meeting of the Board of Directors there be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of directors, a quorum being present, the act of the majority of the directors present at the meeting shall be the act of the Board of Directors.
Section 4.4 Resignation. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors, its chairman, or the Corporation. The resignation of any director shall take effect upon delivery of notice thereof or at such later date as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.5 Removal. A director shall be subject to removal, with or without cause, only at a meeting of the shareholders called for that purpose in the manner prescribed by law.
Section 4.6 Reimbursement and Compensation of Directors. Directors may be entitled to reimbursement for any expenses paid by them on account of attendance at any regular or special meeting of the Board of Directors, as determined by the Board of Directors. The Board of Directors may fix the compensation of directors from time to time by resolution of the Board of Directors.
Section 4.7 Place of Meetings, etc. The Board of Directors may hold its meetings and keep the books and records of the Corporation (except that the record of its shareholders must also be kept at the places described in section 3.5 of these Bylaws) at such place or places within or without the state of Iowa as the Board of Directors may from time to time determine. A director may participate in any meeting by any means of communication, including, but not limited to, telephone conference call, by which all directors participating may simultaneously hear each other during the meeting.
Section 4.8 Annual Meeting. Immediately after the final adjournment of each annual meeting of the shareholders for the election of directors, the Board of Directors shall meet at the same place where said meeting of shareholders finally adjourned for the purpose of organization, the election of officers, and the transaction of other business. Notice of such meeting need not be given. Such meeting may be held at any other time or place as shall be specified in a notice given, as hereinafter provided for special meetings of the Board of Directors, or in a consent and waiver of notice thereof signed by all the directors, at which meeting the same matters shall be acted upon as is above provided.
Section 4.9 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and at such times as the Board of Directors shall by resolution fix and determine from time to time. No notice shall be required for any such regular meeting of the Board of Directors.
Section 4.10 Special Meetings; Notice.
(a) Special meetings of the Board of Directors shall be held whenever called by direction of the president or any two of the directors at the time being in office.
(b) Notice of each such meeting shall be delivered to each director by mail, electronic mail, facsimile, personally, or by telephone at least twenty-four hours before the time of the meeting. Each notice shall state the time and place of the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every director shall be present, even without any notice, any business may be transacted.
Section 4.11 Substitutes for Notice. A written waiver of notice signed by a director, whether before or after the time of the meeting stated therein, shall be equivalent to the giving of such notice in due time as required by these Bylaws. Attendance of a director at or participation in a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 4.12 Director Assent Presumed. A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the director’s dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 4.13 Order of Business.
(a) At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board of Directors may determine.
(b) At all meetings of the Board of Directors, the chairman of the meeting, or in his or her absence the vice chairman, or in their absence the president, or in the president’s absence the most senior vice president present, or otherwise the person designated by the vote of a majority of the directors present, shall preside.
Section 4.14 Action Without Meeting. Any action required or permitted by law to be taken at any meeting of the Board of Directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the Corporation.
Section 4.15 Committees.
(a) The Board of Directors, by resolution adopted by the affirmative vote of a majority of the number of directors then in office, may establish one (1) or more committees, including an executive committee, with each committee to consist of two (2) or more directors appointed by the Board of Directors. Any such committee shall serve at the will of the Board of Directors. Each such committee shall have the powers and duties delegated to it by the Board of Directors. The Board of Directors may elect one (1) or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the president or the chairman of such committee. In the event of the absence or disqualification of a member of a committee, the other member or members of the committee present and not disqualified from voting, may appoint another director to act in place of the absent or disqualified member. Each such committee shall fix its own rules governing the conduct of its activities as the Board of Directors may request.
(b) A committee of the Board of Directors shall not (i) authorize or approve distributions by the Corporation except according to a formula or method prescribed by the Board of Directors; (ii) approve or propose to shareholders of the Corporation action that the law requires be approved by shareholders; (iii) fill vacancies on the Board of Directors of the Corporation or, except as provided in subparagraph (a) of this Section, on any of its committees; or (iv) adopt, amend, or repeal Bylaws of the Corporation.
ARTICLE 5
OFFICERS
Section 5.1 Generally. The officers of the Corporation shall be a president, one (1) or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary, a treasurer, and such other officers as may from time to time be appointed by the Board of Directors. One (1) person may hold the offices and perform the duties of any two (2) or more of said offices. In its discretion, the Board of Directors may delegate the powers or duties of any officer to any other officer or agents, notwithstanding any provision of these Bylaws, and the Board of Directors may leave unfilled for any such period as it may fix any office, except those of president, treasurer, and secretary. The officers of the Corporation shall be appointed annually by the Board of Directors at the annual meeting thereof. Each such officer shall hold office until the next succeeding annual meeting of the Board of Directors and until his or her successor shall have been duly chosen and shall qualify, or until his or her death or until he or she shall resign or shall have been removed.
Section 5.2 Removal. Any officer may be removed by the Board of Directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 5.3 Powers and Duties of the President. The president shall be the chief executive officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts, and other instruments of the Corporation which are authorized, and shall have general supervision and direction of all of the other officers, employees, and agents of the Corporation.
Section 5.4 Powers and Duties of the Vice President(s). In the absence of the president or in the event of the death, inability, or refusal to act of the president, the vice president (or in the event there be more than one (1) vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, the senior vice president in length of service) shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may sign, with the secretary or assistant secretary, certificates for shares of the Corporation and shall perform such other duties and have such authority as from time to time may be assigned to such vice president by the president or by the Board of Directors.
Section 5.5 Powers and Duties of the Secretary. The secretary shall (i) keep minutes of all meetings of the shareholders and of the Board of Directors; (ii) maintain and authenticate the corporate records of the Corporation required to be kept under Section 490.1601, Subsection 1 and 5 of the Iowa Business Corporation Act, and attend to giving and serving all notices of the Corporation as provided by these Bylaws or as required by law; (iii) be custodian of the corporate seal (if any), the stock certificate books, and such other books, records, and papers as the Board of Directors may direct, and see that the corporate seal (if any) is affixed to all stock certificates and to all documents, the execution of which on behalf of the Corporation under its seal (if any) is duly authorized; (iv) keep a stock record showing the names of all persons who are shareholders of the Corporation, their post office addresses, as furnished by each such shareholder, and the number of shares of each class of stock held by them respectively; and at least ten (10) days before each shareholder meeting, prepare a complete list of shareholders entitled to vote at such meeting, arranged in alphabetical order; (v) sign with the president or a vice president certificates for shares of the Corporation, the issuance of which shall have been duly authorized; and (vi) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or the Board of Directors.
Section 5.6 Powers and Duties of the Treasurer. The treasurer shall (i) have custody of and be responsible for all moneys and securities of the Corporation, shall keep full and accurate records and accounts in books belonging to the Corporation, showing the transactions of the Corporation, its accounts, liabilities, and financial condition, and shall see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers; (ii) deposit in the name of the Corporation, in such depository or depositories as are approved by the directors, all moneys that may come into the treasurer’s hands for the Corporation’s account; (iii) render an account of the financial condition of the Corporation at least annually; and (iv) in general, perform such duties as may from time to time be assigned to the treasurer by the president or by the Board of Directors.
Section 5.7 Assistants. There shall be such number of assistant vice presidents, assistant secretaries and assistant treasurers as the Board of Directors may from time to time authorize and appoint or authorize an officer appointed by the Board of Directors to appoint. Any assistant vice president, assistant secretary and assistant treasurer, in general, shall perform such duties as shall be assigned to them by the president, the secretary or the treasurer, respectively, or by the Board of Directors. The Board of Directors shall have the power to appoint any person to act as assistant to any officer or to perform the duties of any officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer so appointed shall have the power to perform all the duties of the office to which he or she is so appointed to be assistant or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors. Any officer appointed by an officer may be removed by the appointing officer.
ARTICLE 6
SHARES, THEIR ISSUANCE AND TRANSFER
Section 6.1 Consideration for Shares. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors must determine that the consideration received or to be received for shares to be issued is adequate. If the Corporation issues or authorizes the issuance of shares for promissory notes or for promises to render services in the future, the Corporation shall report in writing to the shareholders, with or before the notice of the next shareholder meeting, the number of shares authorized or issued and the consideration received by the Corporation.
Section 6.2 Certificates for Shares. The Board of Directors may authorize the issuance of any or all of the shares of the Corporation without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required on certificates by Section 625 of the Iowa Business Corporation Act. Certificates for shares shall be in such form as the Board of Directors shall prescribe, certifying the number and class of shares of the Corporation owned by such shareholder.
Section 6.3 Execution of Certificates. The certificates for shares of stock shall be numbered in the order in which they shall be issued and shall be signed by the president or a vice president and the secretary or an assistant secretary of the Corporation, and may be sealed with the seal (if any) of the Corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary or other persons signing for the Corporation upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer or other authorized person who has signed or whose facsimile signature has been placed upon such certificate for the Corporation shall have ceased to be such officer or employee or agent before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer or employee or agent at the date of its issue.
Section 6.4 Share Record. A record shall be kept by the secretary, or by any other officer, employee, or agent designated by the Board of Directors, of the names and addresses of all shareholders and the number and class of shares held by each whether or not represented by such certificates, and the respective dates thereof; and in the case of cancellation, the respective dates of cancellation.
Section 6.5 Cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided in section 6.8 of these Bylaws.
Section 6.6 Transfers of Stock. Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the record holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the Corporation, and on surrender of any certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security and not absolutely, such fact, if known to the secretary of the Corporation, shall be so expressed in the entry of transfer.
Section 6.7 Regulations. The Board of Directors may make such other rules and regulations as it may deem expedient, not inconsistent with law, concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation or uncertificated shares.
Section 6.8 Lost, Destroyed, or Mutilated Certificates. In the event of the loss, theft, or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft, or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 6.9 Record Date. The Board of Directors may fix in advance a date as the record date for any determination of shareholders for any purpose, such date in every case to be not more than seventy (70) days prior to the date on which the particular action or meeting requiring such determination of shareholders is to be taken or held. If no record date is so fixed for the determination of shareholders, the close of business on the day before the date on which the first notice of a shareholder meeting is delivered or the date on which the resolution of the Board of Directors declaring a share dividend or distribution (other than in connection with a repurchase or reacquisition of shares) is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors selects a new record date or unless a new record date is required by law.
Section 6.10 Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends on its outstanding shares, in the manner and upon the terms and conditions provided by law.
ARTICLE 7
MISCELLANEOUS PROVISIONS
Section 7.1 Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.
Section 7.2 Corporate Seal. The Board of Directors may by resolution (but shall not be required to) provide for a corporate seal, which, if provided, shall be circular in form and shall bear the name of the Corporation and the words “Corporate Seal” and “Iowa.” The Secretary shall be custodian of any such seal. The Board of Directors may also authorize a duplicate seal to be kept and used by any other officer.
Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be at the close of business on the last day of December of each year, unless the Board of Director selects a different fiscal year.
Section 7.4 Voting of Stocks Owned by the Corporation. In the absence of a resolution of the Board of Directors to the contrary, the president of the Corporation, or any vice president acting within the scope of his or her authority as provided in section 5.4 of these Bylaws, is authorized and empowered on behalf of the Corporation to attend, vote, and grant discretionary proxies to be used at any meeting of shareholders of any corporation in which this Corporation holds or owns shares of stock; and in that connection, on behalf of this Corporation, to execute a waiver of notice of any such meeting. The Board of Directors shall have authority to designate any officer or person as a proxy or attorney-in-fact to vote shares of stock in any other corporation in which this Corporation may own or hold shares of stock.
Section 7.5 Contracts, Loans, Checks, and Deposits.
(a) The directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
(b) No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
(c) All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the directors.
(d) 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 depositaries as the Board of Directors may select.
ARTICLE 8
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.1 General. In addition to any indemnification obligations imposed on the Corporation in its Articles of Incorporation, the Corporation shall indemnify any individual who is or was a director or officer, respectively, of the Corporation, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, in the case of a director, to the fullest extent permitted by Section 851 of the Iowa Business Corporation Act, or, in the case of an officer, to the fullest extent permitted under Section 856 of the Iowa Business Corporation Act. Directors and officers shall not be entitled to indemnification for any of the following: (1) receipt of a financial benefit to which the director or officer was not entitled; (2) an intentional infliction of harm on the Corporation or its shareholders; (3) in the case of a director, a violation by a director of Section 833 of the Iowa Business Corporation Act; (4) an intentional violation of criminal law; and, (5) in the case of an officer, liability in connection with a proceeding by or in the right of Corporation other than for reasonable expenses incurred in connection with the proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolocontendere or its equivalent, shall not, of itself, be determinative that the director or officer did not meet the relevant standard of conduct.
Section 8.2 Actions by or in the Right of the Corporation. In addition to any indemnification obligations imposed on the Corporation in its Articles of Incorporation, the Corporation shall indemnify any individual who is or was a director or officer, respectively, of the Corporation, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other entity against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if liability was precluded by the Corporation’s Articles of Incorporation or if he or she acted in good faith and in a manner he or she reasonably believed, in the case of conduct in the individual’s official capacity, that the individual’s conduct was in the best interests of the Corporation, or, in all other cases, that the individual’s conduct was at least not opposed to the best interests of the Corporation. No indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, or to have received a financial benefit to which he or she was not entitled, unless and only to the extent that a court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper.
Section 8.3 Rights Not Exclusive. The indemnification provided by, or granted pursuant to, the other subsections of this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such offices.
Section 8.4 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article 8.
Section 8.5 Survival Rights. The indemnification and advancement of expenses provided by, or granted pursuant to this Article 8 shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE 9
AMENDMENTS TO BYLAWS
Section 9.1 Amendment or Repeal by Board of Directors. The Board of Directors may amend or repeal the Bylaws unless prohibited (i) by the shareholders, (ii) by the Articles of Incorporation, or (iii) by Section 1021 of the Iowa Business Corporation Act. A proposed amendment presented at a meeting of the Board of Directors at which a quorum is present will be adopted if it receives the favorable vote of a majority of the directors present.
Section 9.2 Amendment or Repeal by the Shareholders. The shareholders may amend or repeal the Bylaws. If any shareholder desires to present an amendment to the Bylaws for approval by the shareholders, that proposed amendment must first be presented to the Board of Directors for consideration. If the Board of Directors adopts the proposed amendment, the Bylaws are thereby amended. If the Board of Directors does not adopt the proposed amendment, such shareholder may present the proposed amendment for a vote of the shareholders at their next annual meeting.
Section 9.3 Rights Reserved by Board of Directors. No provision of the Bylaws shall divest the Board of Directors of its rights and obligations under section 490.801 of the Iowa Business Corporation Act to manage the affairs of the Corporation.
___________________________, Secretary
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