Exhibit 3.12
BY-LAWS
MINNESOTA PRODUCTS, INC.
ARTICLE I
OFFICES
The registered office of the corporation shall be 707 Degree of Honor
Building, St. Paul, Minnesota 55101.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at the registered
office of the corporation or at any other place within or without the State of
Minnesota which may from time to time be designated by the Board of Directors.
Section 2. The annual meeting of the shareholders of the corporation shall
be held on such day in the month of January of each year as the Board of
Directors shall by resolution fix, for the purposes of electing a Board of
Directors by plurality vote of the shareholders, and transacting such other
business as may properly come before the meeting.
Section 3. Special meetings of the shareholders may be called for any
purpose or purposes at any time by the Secretary, upon the request of the
President, any Vice President, by the Board of Directors, or by any one or more
members thereof, or upon request by one or more shareholders holding not less
than one-tenth of the voting power of the shareholders, in writing, by
registered mail or delivered in person to the President, any Vice President or
the Secretary, stating the purpose or purposes of such special meeting, a
special meeting of the shareholders shall be called forthwith by such officer
not less than ten nor more than sixty days after the receipt of such request;
and if notice of such meeting shall not be so given within seven days after
delivery or the date of mailing of such request, the person or persons
requesting the meeting may fix the time of meeting and give notice in the manner
provided by law or these By-Laws. The business transacted at any special meeting
of shareholders shall be limited to the purpose or purposes stated in the notice
thereof.
Section 4. Written notice of each meeting of shareholders, stating the
time and place, and in the case of any special meeting, the purposes thereof,
shall be delivered or mailed to each shareholder entitled to vote at such
meeting, not less than seven days prior to the meeting.
Section 5. Except as otherwise provided by law or the Articles of
Incorporation of the corporation, the presence, in person or by proxy, of the
holders of sixty percent (60%) of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business thereat.
In the absence of a quorum, any meeting of shareholders may be adjourned from
time to time by the shareholders present or represented by proxy to the same or
any other place or places without notice other than the announcement at the
meeting at which any such adjournment is taken, until a quorum shall be present
or represented; and at the meeting at which any such adjournment is taken, until
a quorum shall be present or represented; and at any such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. At any
duly called or held meeting or adjourned meeting at which a quorum is present
the shareholders present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 6. At each meeting of shareholders, at which a quorum is present,
each shareholder of record holding voting stock at the date fixed for the
determination of persons entitled to vote at such meeting shall be entitled to
one vote for each share standing in his name on the books of the corporation. A
shareholder may cast his vote in person or by proxy executed in writing by him
or his duly authorized attorney-in-fact and filed with the Secretary of the
corporation before the meeting. Unless otherwise provided in the appointment,
the authority of any such proxy or attorney-in-fact shall cease eleven months
after the appointment. A termination of any such authority shall be ineffective
until written notice thereof has been given to the Secretary of the corporation.
Except as otherwise provided by law or the Articles of Incorporation of the
corporation, the votes of the holders of sixty percent (60%) of the stock having
voting power present or represented at any meeting of shareholders shall decide
all matters brought before such meeting.
Section 7. Any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if authorized by a writing or writings signed by
all the holders of the shares who would be entitled to notice of a meeting for
such
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purpose. Such action shall be effective on the date on which the last signature
is placed on such writing or writings or such earlier effective date as if set
forth therein.
ARTICLE III
DIRECTORS
Section 1. The business of the corporation shall be managed by a board of
not less than 1 nor more than 7 directors; provided, however, that the number of
directors shall never be less than 3 if there are at least 3 shareholders of the
corporation. Directors shall be elected at the annual meeting of shareholders,
to hold office until the next annual meeting of shareholders and until their
successors shall have been elected.
Section 2. Any director may resign at any time. The entire Board of
Directors or any individual director may be removed from office, with or without
cause, by a vote of shareholders holding sixty percent (60%) of shares.
Section 3. Any vacancy occurring in the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or in any
other manner may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors, and
each person so elected shall serve as a director until the next annual meeting
of the shareholders and until his successor shall have been elected and
qualified.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors may be held at such place,
whether in the State of Minnesota or elsewhere, as a majority of the members of
the Board may from time to time determine.
Section 2. The first meeting of each newly elected Board of Directors
shall be held immediately following the annual meeting of shareholders for the
purposes of electing officers of the corporation and transacting such other
business as may properly come before the meeting. No notice of such meeting to
the newly elected directors shall be necessary to constitute the meeting,
provided a quorum shall be present.
Section 3. Meetings of the Board of Directors may be held upon such
notice, or without notice, at such time, and at such place as shall from time to
time be determined by the Board.
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Section 4. Meetings of the Board of Directors may be called by the
President and shall be called by the President upon the request of any director
then holding office.
Section 5. Except as otherwise provided in these By-Laws, notice shall be
given to each director of the time and place of each meeting of directors, but,
without notice, any director, by his attendance at any meeting, shall be deemed
to have waived notice thereof. Neither the business to be transacted at, nor the
purpose or purposes of, any meeting of the Board of Directors need be stated in
the notice or waiver of notice of such meeting.
Section 6. Except as hereinafter provided, a majority of the number of
directors then duly elected shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors and, except as otherwise
provided by law or the Articles of Incorporation of the corporation, the acts of
the directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. In the absence of a quorum, any meeting of
directors may be adjourned from time to time by the directors present, to the
same or any other place or places, without notice other than the announcement at
the meeting until a quorum shall be present.
Section 7. Any action which might be taken at a meeting of the Board of
Directors may be taken without a meeting if authorized by a writing or writings
signed by all the directors, and such action shall be effective on the date on
which the last signature is placed on such writing or writings, or such earlier
effective date as is set forth therein.
ARTICLE V
NOTICES
Section 1. Whenever, under the provisions of statute or of the Articles of
Incorporation of the corporation or of these By-Laws, notice is required to be
given to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States Mail.
Notice to directors may also be given by telegram.
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Section 2. Whenever any notice whatever is required to be given under the
provisions of statute or under the provisions of the Articles of Incorporation
of the corporation or these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the meeting
referred to therein, and filed with the Secretary of the corporation or entered
on the records of such meeting, shall be deemed equivalent to the giving of such
notice.
ARTICLE VI
OFFICERS
Section 1. The officers of the corporation shall be elected by the Board
of Directors and shall be a President, one or more Vice Presidents, a Secretary
and a Treasurer. Except as hereinafter provided, any person may hold any two of
such offices, except that the same person shall not at the same time be both
President and Vice President. If the corporation has only one shareholder, he
may hold all offices.
Section 2. The Board of Directors at its first meeting after each annual
meeting of shareholders shall elect a President, and one or more Vice
Presidents, a Secretary and a Treasurer.
Section 3. The Board of Directors may appoint one or more Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers and such other
officers and agents as it shall deem necessary to exercise such powers and to
perform such duties as the Board of Directors and the President shall from time
to time prescribe.
Section 4. The salaries and other compensation of all officers of the
corporation shall be fixed by the Board of Directors.
Section 5. All officers shall hold office during the pleasure of the Board
of Directors. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors with or without cause. Any vacancy
occurring in any office of the corporation may be filled by the Board of
Directors.
ARTICLE VII
THE PRESIDENT
Section 1. The President shall be the chief executive officer of the
corporation; he shall preside at all meetings of
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the shareholders and at all meetings of the Board of Directors; he shall have
general and active management of the business of the corporation, subject to the
control of the Board of Directors, and he shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 2. The President shall have the general powers usually vested in
the office of President of a corporation and, unless the Board of Directors
shall authorize the execution thereof in some other manner, he shall execute
bonds, mortgages, promissory notes, deeds and any and all other contracts in
behalf of the corporation, and shall affix the corporate seal to any instrument
requiring it, and when so affixed, the seal shall be attested to by the
signature of the Secretary or Treasurer, or an Assistant Secretary or an
Assistant Treasurer.
ARTICLE VIII
VICE PRESIDENTS AND
ASSISTANT VICE PRESIDENTS
Section 1. The Vice President, or if there be more than one, the Vice
Presidents in order of their seniority as indicated in their titles or as
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise all the powers of
the President; and they shall perform such other duties and exercise such other
powers as the Board of Directors or the President shall from time to time
prescribe.
Section 2. The Assistant Vice Presidents shall perform such duties and
exercise such powers as the Board of Directors or the President shall prescribe.
ARTICLE IX
THE SECRETARY AND
ASSISTANT SECRETARIES
Section 1. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book or books to be kept for that purpose. He
shall give, or cause to be given, notice of all meetings of the shareholders and
meetings of the Board of Directors (unless such notice shall be waived as herein
provided), and he shall perform such other duties as may be prescribed by the
Board of Directors or the President. He shall have custody of the corporate seal
of the
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corporation, and he shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested to his signature. The Board
of Directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his signature.
Section 2. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order of their seniority or as otherwise determined
by the Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors or the
President may from time to time prescribe.
ARTICLE X
THE TREASURER AND
ASSISTANT TREASURERS
Section 1. The Treasurer shall have the custody of the corporate funds and
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.
Section 2. The Treasurer shall disburse all funds of the corporation as
may be required by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
whenever they may from time to time require it, an account of all his
transactions as Treasurer and of the financial condition of the corporation.
Section 3. The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers in the order of their seniority or as otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
or the President may from time to time prescribe.
ARTICLE XI
CERTIFICATES FOR SHARES
Section 1. The certificates of stock of the corporation shall, be in such
form as shall be approved by the Board of
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Directors, and shall be marked with an identifying number and entered into the
books of the corporation as they are issued. Each certificate shall be signed by
the President or any Vice President and the Secretary of Treasurer or any
Assistant Secretary or Treasurer.
Section 2. The Board of Directors may in its discretion, direct a new
certificate or certificates to be issued in place of any certificate theretofore
issued by the corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to have been lost, stolen or destroyed; and the Board may, in its
discretion and as a condition precedent to the issuance thereof, require that
the owner of such lost, stolen or destroyed certificate or certificates, to give
the corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against it with respect to any such certificate alleged
to have been lost, stolen or destroyed.
Section 3. Upon surrender to the corporation of a certificate representing
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, a new certificate shall be issued to the person
entitled thereto, and the old certificate cancelled and the transaction recorded
upon the books of the corporation.
Section 4. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof, and accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Minnesota.
ARTICLE XII
RECORD DATE
Except as otherwise provided by law or the Articles of Incorporation of
the corporation or these By-Laws, the Board of directors may fix a time, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, or
the date fixed for the payment of any dividend or distribution, or the date for
the allotment of rights, or subject to contract rights with respect thereto, the
date when any change or conversion or exchange of shares shall be made or go
into effect, as a record date for the determination of the shareholders entitled
to notice of and to vote at any such meeting, or to receive
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payment of any such dividend, distribution or allotment of rights, or to
exercise rights in respect to any such change, conversion or exchange of shares,
and in such case only shareholders of record on the date so fixed, or their
legal representatives, shall be entitled to notice of and to vote at such
meeting, or to receive payment of any such dividend, distribution or allotment
of rights, or to exercise rights in respect to any such change, conversion or
exchange of shares, notwithstanding any transfer of any shares on the books of
the corporation after any record date so fixed. The Board of Directors may close
the books of the corporation against transfers of shares during the whole or any
part of such period. If the stock transfer books are not closed and no record
date is fixed, the shareholders of record entitled to vote at the date of any
meeting of stockholders shall be entitled to vote thereat, and the shareholders
of record at the date on which the Board of Directors determines that there
shall be payment of any such dividend, distribution or allotment of rights, or
authorizes any such change, conversion or exchange of shares, shall be entitled
to receive payment of any such dividend, distribution or allotment of rights, or
to exercise rights in respect to any such change, conversion or exchange of
shares.
ARTICLE XIII
DIVIDENDS
Dividends upon the capital stock of the corporation, subject to the
provisions of the Articles of Incorporation relating thereto, may be declared by
the Board of Directors at any meeting. Dividends may be paid in cash, in
property or in shares of the capital stock subject to the provisions of the
Articles of Incorporation and these By-Laws.
ARTICLE XIV
GENERAL
Section 1. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
may from time to time be designated by, or in a manner determined by, the Board
of Directors.
Section 2. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.
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Section 3. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Minnesota". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
Section 4. The share register and all other original books and records of
the corporation may be kept at the registered office of the corporation or at
such other place or places within the United States as the Board of Directors
may determine.
Section 5. The shareholders may make and alter By-Laws at any regular or
special meeting of stockholders by vote of the holders of a majority of the
shares of stock of the corporation entitled to vote thereat. The Board of
Directors may also make and alter By-Laws at any regular or special meeting by
vote of a majority of the Board, subject to the power of the shareholders to
change or repeal such By-Laws; provided, however, that the Board of Directors
shall not make or alter any By-Law fixing the number, qualifications,
classifications or term of office of directors.
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