Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
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1: S-4 Registration Statement HTML 1.06M
5: EX-3.10 By-Laws of Arcelormittal Usa Incoal Inc. HTML 67K
6: EX-3.11 Certificate of Incorporation of Arcelormittal HTML 44K
Minorca Mine Inc.
7: EX-3.12 By-Laws of Arcelormittal Minorca Mine Inc. HTML 56K
8: EX-3.13 Certificate of Incorporation of Arcelormittal HTML 44K
Service Inc.
9: EX-3.14 By-Laws of Arcelormittal Service Inc. HTML 57K
10: EX-3.15 Certificate of Incorporation of Arcelormittal HTML 40K
Cleveland Inc.
11: EX-3.16 By-Laws of Arcelormittal Cleveland Inc. HTML 62K
12: EX-3.17 Certificate of Incorporation of Arcelormittal HTML 41K
Weirton Inc.
13: EX-3.18 By-Laws of Arcelormittal Weirton Inc. HTML 66K
14: EX-3.19 Certificate of Incorporation of Arcelormittal HTML 37K
Hennepin Inc.
2: EX-3.2 Certificate of Formation HTML 31K
15: EX-3.20 By-Laws of Arcelormittal Hennepin Inc. HTML 63K
16: EX-3.21 Certificate of Formation of Arcelormittal Indiana HTML 33K
Harbor LLC
17: EX-3.22 Limited Liability Company Agreement HTML 52K
18: EX-3.23 Certificate of Incorporation of Arcelormittal HTML 40K
Warren Inc.
19: EX-3.24 By-Laws of Arcelormittal Warren Inc. HTML 62K
20: EX-3.25 Certificate of Incorporation of Arcelormittal HTML 41K
Riverdale Inc.
21: EX-3.26 By-Laws of Arcelormittal Riverdale Inc. HTML 66K
22: EX-3.27 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Venture Inc.
23: EX-3.28 By-Laws of Mittal Steel Usa - Venture Inc. HTML 66K
24: EX-3.29 Certificate of Formation of Arcelormittal Plate HTML 34K
LLC
3: EX-3.3 Limited Liability Company Operating Agreement HTML 54K
25: EX-3.30 Limited Liability Company Operating Agreement HTML 87K
26: EX-3.31 Certificate of Formation of Isg Sparrows Point LLC HTML 31K
27: EX-3.32 Limited Liability Company Operating Agreement HTML 86K
28: EX-3.33 Certificate of Formation of Arcelormittal Steelton HTML 34K
LLC
29: EX-3.34 Limited Liability Company Operating Agreement HTML 85K
30: EX-3.35 Certificate of Formation of Arcelormittal HTML 34K
Lackawanna LLC
31: EX-3.36 Limited Liability Company Operating Agreement HTML 81K
32: EX-3.37 Certificate of Formation of Arcelormittal Burns HTML 34K
Harbor LLC
33: EX-3.38 Limited Liability Company Operating Agreement HTML 81K
34: EX-3.39 Certificate of Formation of Arcelormittal Columbus HTML 34K
LLC
35: EX-3.40 Limited Liability Company Operating Agreement HTML 87K
36: EX-3.41 Certificate of Incorporation of Arcelormittal HTML 36K
Georgetown Inc.
37: EX-3.42 By-Laws of Arcelormittal Georgetown Inc. HTML 66K
38: EX-3.43 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Railways Inc.
39: EX-3.44 By-Laws of Mittal Steel Usa - Railways Inc. HTML 66K
40: EX-3.45 Certificate of Incorporation of Arceloemittal HTML 35K
Hibbing Inc.
41: EX-3.46 By-Laws of Arcelormittal Hibbing Inc. HTML 66K
42: EX-3.47 Articles of Incorporation of Hibbing Taconite HTML 45K
Holding Inc.
43: EX-3.48 By-Laws of Hibbing Taconite Holding Inc. HTML 66K
44: EX-3.49 Certificate of Incorporation of Isg Acquisition HTML 33K
Inc.
45: EX-3.50 By-Laws of Isg Acquisition Inc. HTML 66K
46: EX-3.51 Certificate of Incorporation of Arcelormittal Real HTML 35K
Estate Inc.
47: EX-3.52 By-Laws of Arcelormittal Real Estate Inc. HTML 66K
48: EX-3.53 Certificate of Incorporation of Arcelormittal Tow HTML 37K
Path Valley Business Park Development
Company
49: EX-3.54 By-Laws of Arcelormittal Tow Path Valley Business HTML 62K
Park Development Company
50: EX-3.55 Certificate of Formation of Arcelormittal Finance HTML 29K
LLC
51: EX-3.56 Limited Liability Company Operating Agreement HTML 53K
52: EX-3.57 Memorandum of Association and Articles of HTML 157K
Association
53: EX-3.58 Statement of Partnership Existence of HTML 30K
Arcelormittal Usa Partnership
54: EX-3.59 Agreement of Partnership of Arcelormittal Usa HTML 53K
Partnership
4: EX-3.9 Certificate of Incorporation of Arcelormittal Usa HTML 73K
Incoal Inc.
59: EX-4.10 Fifth Supplemental Indenture HTML 79K
60: EX-4.11 Sixth Supplemental Indenture HTML 80K
61: EX-4.12 Seventh Supplemental Indenture HTML 64K
62: EX-4.13 Eighth Supplemental Indenture HTML 64K
63: EX-4.15 Security Agreement HTML 158K
55: EX-4.3 Form of Fortieth Supplemental Indenture HTML 88K
56: EX-4.4 Form of Guarantee HTML 167K
57: EX-4.6 Supplemental Indenture HTML 51K
58: EX-4.7 Second Supplemental Indenture HTML 42K
64: EX-5.1 Opinion of Mayer Brown LLP HTML 39K
65: EX-5.2 Opinion of Stewart McKelvey HTML 39K
66: EX-5.3 Opinion of Bonn Schmitt Steichen HTML 35K
67: EX-12 Calculation of Ratio of Earnings to Fixed Charges HTML 36K
68: EX-23.4 Consent of Deloitte S.A. HTML 28K
69: EX-23.5 Consent of Deloitte Accountants B.V. HTML 28K
70: EX-23.6 Consent of Kpmg Audit S.A.R.L. HTML 30K
71: EX-25.1 Form T-1 Statement of Eligibility HTML 78K
72: EX-99.1 Form of Consent Letter HTML 116K
EX-3.48 — By-Laws of Hibbing Taconite Holding Inc.
BETHLEHEM HIBBING CORPORATION
AMENDED AND RESTATED BYLAWS
(a Minnesota corporation)
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE.
The registered office shall be c/o Corporation Services Company, 33 South Sixth Street,
Multifoods Tower, Minneapolis, Minnesota55402, County of Hennepin.
Section 2. OTHER OFFICES.
The Corporation may also have offices at such other places both within and without the State
of Minnesota as the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 1. CERTIFICATES REPRESENTING STOCK.
(a) Every holder of stock in the Corporation shall be entitled to have a certificate signed
by, or in the name of, the Corporation by the Chairman or Vice Chairman of the Board of Directors,
if any, or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned
by such person in the Corporation. If such certificate is countersigned by a transfer agent other
than the Corporation or its employee or by a registrar other than the Corporation or its employee,
any other signature on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such officer, transfer agent
or registrar at the date of issue.
(b) Whenever the Corporation shall be authorized to issue more than one class of stock or more
than one series of any class of stock, and whenever the Corporation shall issue any shares of its
stock as partly paid stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by the Business
Corporation Act. Any restrictions on the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on the certificate representing such
shares.
(c) The Corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require written notification of such loss signed by the shareholder
or such person’s
legal representative, to give the Corporation a bond sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate.
Section 2. FRACTIONAL SHARE INTERESTS.
The Corporation may, but shall not be required to, issue fractions of a share.
Section 3. STOCK TRANSFERS.
Upon compliance with provisions restricting the transfer or registration of transfer of shares
of stock, if any, transfers or registration of transfer of shares of stock of the Corporation shall
be made only on the stock ledger of the Corporation by the registered holder thereof, or by such
person’s attorney thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender of
the certificate or certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.
Section 4. RECORD DATE FOR SHAREHOLDERS.
(a) In order that the Corporation may determine the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall not be more than
sixty nor less than ten days before the date of such meeting. If no record date has been fixed by
the Board of Directors, the record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of shareholders of record entitled
to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
(b) In order that the Corporation may determine the shareholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the shareholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date has been fixed, the
record date for determining shareholders for any such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating thereto.
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Section 5. MEANING OF CERTAIN TERMS.
As used herein in respect of the right to notice of a meeting of shareholders or a waiver
thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting,
as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or
“shareholder” or “shareholders” refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the Corporation is authorized to issue
only one class of shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the Articles of Incorporation confers such rights where there are two
or more classes or series of shares of stock or upon which or upon whom the Business Corporation
Act confer such rights notwithstanding that the Articles of Incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the Articles of Incorporation, including any
preferred stock which is denied voting rights under the provisions of the resolution or resolutions
adopted by the Board of Directors with respect to the issuance thereof.
Section 6. SHAREHOLDER MEETINGS.
(a) TIME. The annual meeting shall be held on the date and at the time fixed, from time to
time, by the Board of Directors. A special meeting shall be held on the date and at the time fixed
by the Board of Directors.
(b) PLACE. Annual meetings and special meetings shall be held at such place, within or
without the State of Minnesota, as the Board of Directors may, from time to time, fix. Whenever
the Board of Directors shall fail to fix such place, the meeting shall be held at the registered
office of the Corporation in the State of Minnesota.
(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by
any officer instructed by the Board of Directors to call the meeting.
(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the
place, date and hour of the meeting. The notice of an annual meeting shall state that the meeting
is called for the election of Directors and for the transaction of other business which may
properly come before the meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting), state such other action or actions as are known at
the time of such notice. The notice of a special meeting shall in all instances state the purpose
or purposes for which the meeting is called. If any action is proposed to be taken which would, if
taken, entitle shareholders to receive payment for their shares of stock, the notice shall include
a statement of that purpose and to that effect. Except as otherwise provided by the Business
Corporation Act, a copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting, unless the lapse of
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the prescribed period of time shall have been waived, and directed to each shareholder at such
person’s address as it appears on the records of the Corporation. Notice by mail shall be deemed
to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting
is adjourned to another time, not more than thirty days hence, and/or to another place, and if an
announcement of the adjourned time and place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new
record date for the adjourned meeting. Notice need not be given to any shareholder who submits a
written waiver of notice before or after the time stated therein. Attendance of a person at a
meeting of shareholders shall constitute a waiver of notice of such meeting, except when the
shareholder attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of
the shareholders need to be specified in any written waiver of notice.
(e) SHAREHOLDER LIST. There shall be prepared and made, at least ten days before every
meeting of shareholders, a complete list of the shareholders, arranged in alphabetical order, and
showing the address of each shareholder and the number of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least ten days prior to
the meeting either at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any shareholder who is present. The stock ledger
shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the
list required by this section or the books of the Corporation, or to vote at any meeting of
shareholders.
(f) CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the
following officers in the order of seniority and if present and acting: the Chairman of the Board,
if any, the Vice Chairman of the Board, if any, the President, a Vice President, a chairman for the
meeting chosen by the Board of Directors or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the shareholders. The Secretary of the Corporation or, in
such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the chairman for the meeting shall
appoint a secretary of the meeting.
(g) PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act
for such shareholder by proxy in all matters in which a shareholder is entitled to participate,
whether by waiving notice of any meeting, voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the shareholder or by such
person’s attorney-in-fact. No proxy shall be voted or acted upon after three years from its date
unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to
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support an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an interest in the
Corporation generally.
(h) INSPECTORS AND JUDGES. The Board of Directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act
at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are
not appointed by the Board of Directors, the person presiding at the meeting may, but need not,
appoint one or more inspectors or judges. In. case any person who may be appointed as an
inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the
person presiding thereat. Each inspector or judge, if any, before entering upon the discharge of
such person’s duties, shall take and sign an oath faithfully to execute the duties of inspector or
judge at such meeting with strict impartiality and according to the best of his ability. The
inspectors or judges, if any, shall determine the number of shares of stock outstanding and the
voting power of each, the shares of stock represented at the meeting, the existence of a quorum and
the validity and effect of proxies, receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result and do such other acts as are proper to conduct
the election or vote with fairness to all shareholders. On request of the person presiding at the
meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of
any challenge, question or matter determined by such person or persons and execute a certificate of
any fact so found.
(i) QUORUM. Except as the Business Corporation Act or these Bylaws may otherwise provide, the
holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum
at a meeting of shareholders for the transaction of any business. The shareholders present may
adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.
(j) VOTING. Each shareholder entitled to vote in accordance with the terms of the Articles of
Incorporation and of these Bylaws, or, with respect to the issuance of preferred stock, in
accordance with the terms of a resolution or resolutions of the Board of Directors, shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such
shareholder. In the election of Directors, a plurality of the votes present at the meeting shall
elect. Any other action shall be authorized by a majority of the votes cast except where the
Articles of Incorporation or the Business Corporation Act prescribes a different percentage of
votes and/or a different exercise of voting power.
Voting by ballot shall not be required for corporate action except as otherwise provided by
the Business Corporation Act.
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Section 7. SHAREHOLDER ACTION WITHOUT MEETINGS.
Any action required to be taken, or any action which may be taken, at any annual or special
meeting of shareholders, may be taken without a meeting, without prior notice and without a vote,
if a consent or consents in writing, setting forth the action so taken, shall be signed by the
holders of the outstanding stock having not less than the minimum. number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those shareholders who have not
consented in writing and shall be delivered to the Corporation by delivery to its registered office
in Minnesota, its principal place of business or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made
to the Corporation’s registered office shall be by hand or by certified or registered mail, return
receipt requested.
ARTICLE III
DIRECTORS
Section 1. FUNCTIONS AND DEFINITION.
The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors of the Corporation. The use of the phrase “whole Board” herein refers to the
total number of Directors which the Corporation would have if there were no vacancies.
Section 2. QUALIFICATIONS AND NUMBER.
A Director need not be a shareholder, a citizen of the United States, or a resident of the
State of Minnesota. The number of Directors constituting the whole board shall be at least one.
Subject to the foregoing limitation, such number may be fixed from time to time by action of the
shareholders or of the Board of Directors, or, if the number is not fixed, the number shall be
three. The number of Directors may be increased or decreased by action of the shareholders or of
the Board of Directors.
Section 3. ELECTION AND TERM.
The first Board of Directors, unless the members thereof shall have been named in the Articles
of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until
the first annual meeting of shareholders and until their successors have been elected and qualified
or until their earlier resignation or removal. Any Director may resign at any time upon written
notice to the Corporation. Thereafter, Directors who are elected at an annual meeting of
shareholders, and Directors who are elected in the interim to fill vacancies and newly created
Directorships, shall hold office until the next annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation or removal. In the
interim between annual meetings of shareholders or of special meetings of shareholders called for
the election of Directors and/or for the removal of one or more Directors and for the filing of any
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vacancies in the Board of Directors, including vacancies resulting from the removal of
Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the
vote of a majority of the remaining Directors then in office, although less than a quorum, or by
the sole remaining Director.
Section 4. MEETINGS.
(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special
meetings may be called upon notice.
(b) FIRST MEETING. The first meeting of each newly elected Board may be held immediately
after each annual meeting of the shareholders at the same place at which the meeting is held, and
no notice of such meeting shall be necessary to call the meeting, provided a quorum shall be
present. In the event such first meeting is not so held immediately after the annual meeting of
the shareholders, it may be held at such time and place as shall be specified in the notice given
as provided for special meetings of the Board of Directors, or at such time and place as shall be
fixed by the consent in writing of all of the Directors.
(c) PLACE. Meetings, both regular and special, shall be held at such place within or without
the State of Minnesota as shall be fixed by the Board.
(d) CALL. No call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, or the President, or of a majority of the Directors.
(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings
for which the time and place have been fixed. Written, oral or any other mode of notice of the
time and place shall be given for special meetings at least twenty-four hours prior to the meeting;
notice may be given by telephone or telefax (in which case it is effective when given) or by mail
(in which case it is effective seventy-two hours after mailing by prepaid first class mail). The
notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a
notice shall be waived by any Director who signs a written waiver of such notice before or after
the time stated therein. Attendance of a Director at a meeting of the Board shall constitute a
waiver notice of such meeting, except when the Director attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
(f) QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a
vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall
constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the
whole Board. Any Director may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment by means of which all Directors participating in the
meeting can hear each other, and such participation in a meeting of the Board shall constitute
presence in person
7
at such meeting. A majority of the Directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise provided, and except as
otherwise provided by the Business Corporation Act, the act of the Board shall be the act by vote
of a majority of the Directors present at a meeting, a quorum being present. The quorum and voting
provisions herein stated shall not be construed as conflicting with any provisions of the Business
Corporation Act and these Bylaws which govern a meeting of Directors held to fill vacancies and
newly created Directorships in the Board.
(g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting,
shall preside at all meetings. Otherwise, the Vice Chairman of the Board, if any and if present
and acting, or the President, if present and acting, or any other Director chosen by the Board,
shall preside.
Section 5. REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed for cause or without cause by the shareholders.
Section 6. COMMITTEES.
The Board of Directors may, by resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more of the Directors of the
Corporation. The Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the Board, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which may require it. In
the absence or disqualification of any member of any such committee or committees, the members
thereof present at any meeting and not disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member.
Section 7. ACTION IN WRITING.
Any action required or permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
Section 8. COMPENSATION OF DIRECTORS
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board of
Directors shall have the authority to fix the compensation of Directors. The Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director.
No such payment shall preclude any Director
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from serving the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for attending committee
meetings.
ARTICLE IV
OFFICERS
Section 1. EXECUTIVE OFFICERS.
The Board of Directors shall have one or more natural persons exercising the functions of the
offices, however designated, of chief executive officer and chief financial officer. The Board of
Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice
Presidents (which may be denominated with additional descriptive titles), a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers and such other officers as it
may determine. Any number of offices may be held by the same person.
Section 2. TERM OF OFFICE: REMOVAL.
Unless otherwise provided in the resolution of election or appointment, each officer shall
hold office until the meeting of the Board of Directors following the next annual meeting of
shareholders and until such officer’s successor has been elected and qualified or until the earlier
resignation or removal of such officer. The Board of Directors may remove any officer for cause or
without cause.
Section 3. AUTHORITY AND DUTIES.
All officers, as between themselves and the Corporation, shall have such authority and perform
such duties in the management of the Corporation as may be provided in these Bylaws, or, to the
extent not so provided, by the Board of Directors.
Section 4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors, if present and acting, shall preside at all meetings
of the Board of Directors, otherwise, the President, if present, shall preside, or if the President
does not so preside, any other Director chosen by the Board shall preside.
Section 5. THE PRESIDENT.
The President may be the chief executive officer of the Corporation.
Section 6. VICE PRESIDENTS.
Any Vice President that may have been appointed, in the absence or disability of the
President, shall perform the duties and exercise the powers of the President, in the order of their
seniority, and shall perform such other duties as the Board of Directors shall prescribe.
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Section 7. THE SECRETARY.
The Secretary shall keep in safe custody the seal of the Corporation and affix it to any
instrument when authorized by the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors. The Secretary (or in such officer’s absence, an Assistant
Secretary, but if neither is present, another person selected by the Chairman for the meeting)
shall have the duty to record the proceedings of the meetings of the shareholders and Directors in
a book to be kept for that purpose.
Section 8. THE TREASURER.
The Treasurer shall have the care and custody of the corporate funds, and other valuable
effects, including securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall render to the
President and Directors, at the regular meetings of the Board, or whenever they may require it, an
account of all transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term,
in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of such office and for the restoration to the Corporation, in case of
such person’s death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person’s possession or under such
person’s control belonging to the Corporation.
ARTICLE V
CORPORATE SEAL
AND CORPORATE BOOKS
The corporate seal shall be in such form as the Board of Directors shall prescribe. The books
of the Corporation may be kept within or without the State of Minnesota, at such place or places as
the Board of Directors may, from time to time, determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the
Board of Directors.
ARTICLE VII
INDEMNITY
(a) Any person who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigate (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, officer, employee or agent of the
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Corporation or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise
(including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Business Corporation Act, as
the same exists or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader indemnification than
permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with
such action, suit or proceeding, if the indemnitees acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was
unlawful. The termination of the proceeding, whether by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe such conduct was unlawful.
(b) Any person 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, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or other enterprise
(including employee benefit plans) shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Business Corporation Act, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification than permitted prior thereto), against 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 he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the Corporation and except
that 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 unless and only to the extent that
the Court in which such suit or action was brought, 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 indemnity for such expenses which such court shall deem
proper.
(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any
suit, action or proceeding, may be advanced to the indemnitee by the Corporation.
(d) The rights to indemnification and to advancement of expenses conferred in this article
shall not be exclusive of any other right which any person may have or hereafter acquire under any
statute, the Articles of Incorporation, a By-Law of the Corporation, agreement, vote of
shareholders or disinterested Directors or otherwise.
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(e) The indemnification and advancement of expenses provided by this article shall continue as
to a person who has ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of
the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the Corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the
shareholders or by the Board of Directors, when such power is conferred upon the Board of Directors
by the Articles of Incorporation, at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of
Directors by the Articles of Incorporation, it shall not divest or limit the power of the
shareholders to adopt, amend or repeal Bylaws.