{"id":41453,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-hon-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-hon-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-hon-industries-inc.html","title":{"rendered":"By-laws &#8211; HON Industries Inc."},"content":{"rendered":"<pre>                                     BY-LAWS\n\n                                       OF\n\n                               HON INDUSTRIES Inc.\n\n                          Adopted on September 7, 1960.\n           Amended on April 23, 1964, April 28, 1966, August 13, 1969,\n          April 15, 1970, February 12, 1976, July 23, 1976, January 11,\n                    1977, February 13, 1977, April 18, 1977,\n          July 28, 1977, July 29, 1977, October 27, 1977, February 27,\n             1978, February 19, 1979, August 1, 1979, March 3, 1980,\n                        April 30, 1980, October 29, 1980,\n               August 3, 1982, January 31, 1983, October 31, 1983,\n                October 30, 1984, February 5, 1985, May 6, 1985,\n                        February 4, 1986, August 5, 1986,\n          February 15, 1988, July 7, 1988, March 13, 1990, February 11,\n          1991, April 29, 1991, July 29, 1991, May 5, 1992, November 2,\n                     1992, May 11, 1993, February 14, 1994,\n               May 10, 1994, November 13, 1995, May 14, 1996, May\n                   12, 1997, March 4, 1998, July 29, 1998 and\n                               November 10, 2000.\n\n                    ARTICLE 1. OFFICES AND PLACES OF BUSINESS\n\n              SECTION 1.01. PRINCIPAL PLACE OF BUSINESS. The principal place of\nbusiness of the Corporation shall be located in such place, within or without\nthe State of Iowa, as shall be fixed by or pursuant to authority granted by the\nBoard of Directors from time to time.\n\n              SECTION 1.02. REGISTERED OFFICE. The registered office of the\nCorporation required by the Iowa Business Corporation Act to be maintained in\nthe State of Iowa may be, but need not be, the same as its principal place of\nbusiness. The registered office may be changed from time to time by the Board of\nDirectors as provided by law.\n\n               SECTION 1.03. OTHER PLACES. The Corporation may conduct its\nbusiness, carry on its operations, have offices, carry out any or all of its\npurposes, and exercise any or all of its powers anywhere in the world, within or\nwithout the State of Iowa.\n\n                             ARTICLE 2. SHAREHOLDERS\n\n             SECTION 2.01. ANNUAL MEETING. The annual meeting of the\nshareholders shall be held in each year at such time and place as shall be fixed\nby the Board of Directors or by the Chairman of the Board of Directors;\nprovided, however, that the annual meeting shall not be\n\n\nscheduled on a legal holiday in the state where held. Any previously scheduled\nannual meeting may be postponed by resolution of the Board of Directors and on\npublic notice given prior to the date previously scheduled for such annual\nmeeting. At the annual meeting, the shareholders shall elect Directors as\nprovided in Section 3.02 and may conduct any other business properly brought\nbefore the meeting. (As amended 4\/23\/64, 8\/1\/79, 10\/31\/83, and 4\/29\/91.)\n\n             SECTION 2.02. SPECIAL MEETINGS. Special meetings of the\nshareholders, for any purpose or purposes, may be called, and the time and place\nthereof fixed by the Board of Directors or by the holders of not less than\none-tenth of the outstanding shares entitled to vote at the meeting. Business\nconducted at any special meeting of shareholders shall be limited to the\npurposes stated in the notice of the meeting. Any previously scheduled special\nmeeting of shareholders may be postponed by resolution of the Board of Directors\nand public notice given prior to the date previously scheduled for such special\nmeeting of shareholders. (As amended 4\/23\/64, 8\/1\/79, and 4\/29\/91.)\n\n             SECTION 2.03. PLACE OF SHAREHOLDERS' MEETINGS. Any annual meeting\nor special meeting of shareholders may be held at any place, either within or\nwithout the State of Iowa. The place of each meeting of shareholders shall be\nfixed as provided in these By-laws, or by a waiver or waivers of notice fixing\nthe place of such meeting and signed by all shareholders entitled to vote at\nsuch meeting. If no designation is made of the place of a meeting of\nshareholders, the place of meeting shall be the registered office of the\nCorporation in the State of Iowa.\n\n             SECTION 2.04. NOTICE OF SHAREHOLDERS' MEETINGS. Written or printed\nnotice stating the place, day, and hour of the meeting and, in case of a special\nmeeting, the purpose or purposes for which the meeting is called, shall be\ndelivered not less than ten days (unless a longer period shall be required by\nlaw) nor more than sixty days before the date of the meeting, either personally\nor by mail, by or at the direction of the President, the Secretary, or the\nofficer or persons calling the meeting, to each shareholder of record entitled\nto vote at such meeting. If mailed, such notice shall be deemed to be delivered\nwhen deposited in the United States mail addressed to the shareholder at his\naddress as it appears on the stock transfer books of the Corporation, with\npostage thereon prepaid. (As amended 4\/29\/91.)\n\n             SECTION 2.05. CLOSING OF TRANSFER BOOKS; FIXING OF RECORD DATE. For\nthe purpose of determining shareholders entitled to notice of or to vote at any\nmeeting of shareholders or any adjournment thereof, or entitled to receive\npayment of any dividend, or in order to make a determination of shareholders for\nany other proper purpose, the Board of Directors of the Corporation may provide\nthat the stock transfer books shall be closed for a stated period but not to\nexceed, in any case, seventy days. If the stock transfer books shall be closed\nfor the purpose of determining shareholders entitled to notice of or to vote at\na meeting of shareholders, such books shall be closed for at least fifteen days\nimmediately preceding such meeting. In lieu of closing the stock transfer books,\nthe Board of Directors may fix in advance a date as the record date for any such\ndetermination of shareholders, such date in any case to be not more than\n\n\n\nseventy days and, in case of a meeting of shareholders, not less than\nfifteen days prior to the date on which the particular action, requiring such\ndetermination of shareholders, is to be taken. If the Board of Directors does\nnot provide that the stock transfer books shall be closed and does not fix a\nrecord date for the determination of shareholders entitled to notice of or to\nvote at a meeting of shareholders, or shareholders entitled to receive payment\nof a dividend, the record date for such determination of shareholders shall be\nseventy days prior to the date fixed for such meeting or seventy days prior to\nthe date of payment of such dividend, as the case may be. When any record date\nis fixed for any determination of shareholders such determination of\nshareholders shall be made as of the close of business on the record date. When\na determination of shareholders entitled to vote at any meeting of shareholders\nhas been made as provided in this Section, such determination shall apply to any\nadjournment thereof. (As amended 4\/30\/80, 8\/3\/82 and 4\/29\/91.)\n\n             SECTION 2.06. VOTING LIST. The officer or agent having charge of\nthe stock transfer books for shares of the Corporation shall make, at least ten\ndays before each meeting of shareholders, a complete list of the shareholders\nentitled to vote at such meeting or any adjournment thereof, arranged in\nalphabetical order, with the address of and the number of shares held by each,\nwhich list, for a period of ten days prior to such meeting shall be kept on file\nat the registered office of the Corporation and shall be subject to inspection\nby any shareholder at any time during usual business hours. Such list shall also\nbe produced and kept open at the time and place of the meeting and shall be\nsubject to the inspection of any shareholder during the whole time of the\nmeeting. The original stock transfer books shall be prima facie evidence as to\nwho are the shareholders entitled to examine such list or transfer books or to\nvote at any meeting of shareholders. Failure to comply with the requirements of\nthis Section shall not affect the validity of any action taken at such meeting.\n(As amended 4\/29\/91.)\n\n              SECTION 2.07. QUORUM OF SHAREHOLDERS. Except as otherwise\nexpressly provided by the Articles of Incorporation or these By-laws, a majority\nof the outstanding common shares entitled to vote, represented in person or by\nproxy, shall constitute a quorum at any meeting of shareholders.\n\n              SECTION 2.08. ADJOURNED MEETINGS. Any meeting of shareholders may\nbe adjourned from time to time and to any place, without further notice, by the\nchairman of the meeting or by the affirmative vote of the holders of a majority\nof the outstanding common shares entitled to vote and represented at the\nmeeting, even if less than a quorum. At any adjourned meeting at which a quorum\nshall be present, any business may be transacted which might have been\ntransacted at the meeting as originally notified. (As amended 4\/29\/91.)\n\n             SECTION 2.09. VOTE REQUIRED FOR ACTION. The vote required for the\nadoption of any motion or resolution or the taking of any action at any meeting\nof shareholders shall be as\n\n\nprovided in the Articles of Incorporation. However, action may be taken on the\nfollowing procedural matters by the affirmative vote of the holders of a\nmajority of the outstanding common shares entitled to vote and represented at\nthe meeting, even if less than a quorum: election or appointment of a Chairman\nor temporary Secretary of the meeting (if necessary), or adoption of any motion\nto adjourn or recess the meeting or any proper amendment of any such motion.\nWhenever the minutes of any meeting of shareholders shall state that any motion\nor resolution was adopted or that any action was taken at such meeting of\nshareholders, such minutes shall be prima facie evidence that such motion or\nresolution was duly adopted or that such action was duly taken by the required\nvote, and such minutes need not state the number of shares voted for and against\nsuch motion, resolution, or action.\n\n             SECTION 2.10. PROXIES. At all meetings of shareholders, a\nshareholder entitled to vote may vote either in person or by proxy executed in\nwriting by the shareholder or by his duly authorized attorney in fact. Each such\nproxy shall be filed with the Secretary of the Corporation or the person acting\nas Secretary of the meeting, before or during the meeting. No proxy shall be\nvalid after eleven months from the date of its execution, unless otherwise\nprovided in the proxy.\n\n             SECTION 2.11. SHAREHOLDERS' VOTING RIGHTS. Each outstanding share\nentitled to vote shall be entitled to one vote on each matter submitted to a\nvote at a meeting of shareholders, except as otherwise provided in the Articles\nof Incorporation. Voting rights for the election of Directors shall be as\nprovided in Section 3.02 and in the Articles of Incorporation. (As amended\n2\/12\/76.)\n\n             SECTION 2.12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing\nin the name of another corporation, domestic or foreign, may be voted by such\nofficer, agent, or proxy as the By-laws of such corporation may prescribe, or,\nin the absence of such provision, as the Board of Directors of such corporation\nmay determine.\n\nShares held by an administrator, executor, guardian, or conservator may be voted\nby him, either in person or by proxy, without a transfer of such shares into his\nname. Shares standing in the name of a trustee may be voted by him, either in\nperson or by proxy, but no trustee shall be entitled to vote shares held by him\nwithout a transfer of such shares into his name.\n\nShares standing in the name of a receiver may be voted by such receiver, and\nshares held by or under the control of a receiver may be voted by such receiver\nwithout the transfer thereof into his name if authority to do so be contained in\nan appropriate order of the court by which such receiver was appointed.\n\nA shareholder whose shares are pledged shall be entitled to vote such shares\nuntil the shares have been transferred into the name of the pledgee, and\nthereafter the pledgee shall be entitled to vote\n\n\n\n\nthe shares so transferred.\n\nTreasury shares shall not be voted at any meeting or\ncounted in determining the total number of outstanding shares at any given time.\n\n              SECTION 2.13. ORGANIZATION. The Chairman of the Board of Directors\nor the Vice-Chairman or the President or a Vice-President, as provided in these\nBy-laws, shall preside at each meeting of shareholders; but if the Chairman of\nthe Board of Directors, the Vice-Chairman, the President, and each\nVice-President shall be absent or refuse to act, the shareholders may elect or\nappoint a Chairman to preside at the meeting. The Secretary or an Assistant\nSecretary, as provided in these By-laws, shall act as Secretary of each meeting\nof shareholders; but if the Secretary and each Assistant Secretary shall be\nabsent or refuse to act, the shareholders may elect or appoint a temporary\nSecretary to act as Secretary of the meeting. (As amended 4\/23\/64 and 8\/1\/79.)\n\n             SECTION 2.14. WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice\nwhatsoever is required to be given to any shareholder of the Corporation under\nany provision of law or the Articles of Incorporation or these By-laws, a waiver\nthereof in writing signed by the person or persons entitled to such notice,\nwhether signed before or after the time of the meeting or event of which notice\nis required, shall be deemed equivalent to the giving of such notice. Neither\nthe business to be conducted at, nor the purpose of, any annual or special\nmeeting of shareholders need be specified in any waiver of notice of such\nmeeting. The attendance of any shareholder, in person or by proxy, at any\nmeeting of shareholders shall constitute a waiver by such shareholder of any\nnotice of such meeting to which such shareholder would otherwise be entitled,\nand shall constitute consent by such shareholder to the place, day, and hour of\nsuch meeting and all business which may be conducted at such meeting, unless\nsuch shareholder attends such meeting and objects at such meeting to any\nbusiness conducted because the meeting is not lawfully called or convened. (As\namended 4\/29\/91.)\n\n             SECTION 2.15. POSTPONEMENT OF SHAREHOLDERS' MEETINGS. Any meeting\nof the shareholders may be postponed prior to the record date by the Board of\nDirectors or by the Chairman. Written or printed notice of the postponement\nshall be delivered not less than 10 days nor more than 60 days before the date\nset for the meeting, either personally or by mail to each shareholder of record\nentitled to vote. If mailed, such notice shall be deemed to be delivered when\ndeposited in the United States mail, addressed to the shareholder at his or her\naddress as it appears on the stock transfer books of the Corporation, with\npostage thereon prepaid. (As adopted 2\/11\/91.)\n\n             SECTION 2.16.  NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.\n\n\n             (a)     ANNUAL MEETING OF SHAREHOLDERS.\n\n                     (1)      Nominations of persons for election to the Board\nof Directors of the Corporation and the proposal of business to be considered by\nthe shareholders may be made at an annual meeting of shareholders (i) pursuant\nto the Corporation's notice of meeting, (ii) by or at the direction of the Board\nof Directors, or (iii) by any shareholder of the Corporation who was a\nshareholder of record at the time of giving of notice provided for in this\nBy-law, who is entitled to vote at the meeting and who complies with the notice\nprocedures set forth in this By-law.\n\n                     (2)      For nominations or other business to be properly\nbrought before an annual meeting by a shareholder pursuant to Subsection\n2.15(a)(1)(iii), the shareholder must have given timely notice thereof in\nwriting to the Secretary of the Corporation. To be timely, a shareholder's\nnotice shall be delivered to the Secretary at the principal executive offices of\nthe Corporation not less than sixty days nor more than ninety days prior to the\nfirst anniversary of the preceding year's annual meeting of shareholders;\nprovided, however, that, if the date of the annual meeting is advanced by more\nthan thirty days or delayed by more than sixty days from such anniversary date,\nnotice by the shareholder, to be timely, must be so delivered not earlier than\nninety days prior to such annual meeting and not later than the close of\nbusiness on the later of the sixtieth day prior to such annual meeting or the\ntenth day following the date on which public announcement of the date of such\nmeeting is first made. Such shareholder's notice shall set forth:\n\n                              (i)      as to each person whom the shareholder\nproposes to nominate for election or reelection as a Director, all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of Directors, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(the \"Exchange Act\") (including such person's written consent to being named in\nthe proxy statement as a nominee and to serving as a Director if elected;\n\n                              (ii)     as to any other business that the\nshareholder proposes to bring before the meeting, a brief description of the\nbusiness desired to be brought before the meeting, the reasons for conducting\nsuch business at the meeting, and any material interest of such shareholder in\nsuch business and the beneficial owner, if any, on whose behalf the proposal is\nmade; and (iii) as to the shareholder giving the notice and the beneficial\nowner, if any, on whose behalf the nomination or proposal is made, the name and\naddress of such shareholder and of such beneficial owner as they appear on the\nCorporation's books, and the class and number of shares of the Corporation which\nare owned beneficially and of record by such shareholder and such beneficial\nowner.\n\n                     (3)      Notwithstanding anything in the second sentence\nof Subsection 2.15(a)(2) to the contrary, if the number of Directors to be\nelected to the Board of Directors of the Corporation is increased and there is\nno public announcement by the Corporation naming all\n\n\n\nthe nominees for Director or specifying the size of the increased Board of\nDirectors at least seventy days prior to the first anniversary of the preceding\nyear's annual meeting of shareholders, a shareholder's notice required by this\nBy-law shall also be considered timely, but only with respect to nominees for\nany new positions created by such increase, if it is delivered to the Secretary\nat the principal executive offices of the Corporation not later than the close\nof business on the tenth day following the date on which such public\nannouncement is first made by the Corporation.\n\n             (b) SPECIAL MEETINGS OF SHAREHOLDERS. Nominations of persons for\nelection to the Board of Directors may be made at a special meeting of\nshareholders at which Directors are to be elected pursuant to the Corporation's\nnotice of meeting (1) by or at the direction of the Board of Directors or (2) by\nany shareholder of the Corporation who was a shareholder of record at the time\nof giving of notice provided for in this By-law, who is entitled to vote at the\nmeeting, and who complies with the notice procedures set forth in this By-law.\nNominations by shareholders of persons for election to the Board of Directors\nmay be made at such a special meeting of shareholders if the shareholder's\nnotice required by Subsection 2.15(a)(2) is delivered to the Secretary at the\nprincipal executive offices of the Corporation no earlier than ninety days prior\nto such special meeting and not later than the close of business on the later of\nthe sixtieth day prior to such special meeting or the tenth day following the\ndate on which public announcement is first made of the date of the special\nmeeting and of the nominees proposed by the Board of Directors to be elected at\nsuch meeting.\n\n             (c)     GENERAL.\n\n                     (1)      Only persons who are nominated in accordance with\nthe procedures set forth in this By-law shall be eligible to serve as Directors,\nand only such business shall be conducted at a meeting of shareholders as shall\nhave been brought before the meeting in accordance with the procedures set forth\nin these By-laws. Except as otherwise provided by law, the Articles of\nIncorporation, or the By-laws of the Corporation, the Chairman of the meeting\nshall have the power and duty to determine whether a nomination or any business\nproposed to be brought before the meeting was made in accordance with the\nprocedures set forth in these By-laws and, if any proposed nomination or\nbusiness is not in compliance with these By-laws, to declare that such defective\nproposal or nomination shall be disregarded.\n\n                     (2)      For purposes of this By-law, \"public announcement\"\nmeans disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press, or comparable national news service or in a document publicly\nfiled by the Corporation with the Securities and Exchange Commission pursuant to\nSection 13, 14, or 15(d) of the Exchange Act.\n\n                     (3)      Notwithstanding the foregoing provisions of this\nBy-law, a shareholder shall also comply with all applicable requirements of the\nExchange Act and the rules and regulations thereunder with respect to the\nmatters set forth in this By-law. Nothing in this By-law\n\n\nshall be deemed to affect any rights of shareholders to request inclusion\nof proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under\nthe Exchange Act. (As adopted 4\/19\/91.)\n\n                          ARTICLE 3. BOARD OF DIRECTORS\n\n             SECTION 3.01. GENERAL POWERS. The business and affairs of the\nCorporation shall be managed by its Board of Directors. The Board of Directors\nmay exercise all such powers of the Corporation and may do all such lawful acts\nand things as are not by law or the Articles of Incorporation or these By-laws\nexpressly required to be exercised or done by the shareholders.\n\n             SECTION 3.02. ELECTION OF DIRECTORS. Subject to the Articles of\nIncorporation, the common shareholders shall elect one class of Directors at\neach annual meeting of shareholders. At each election of Directors, each common\nshareholder entitled to vote shall have the right to vote, in person or by\nproxy, the number of common shares owned by him and entitled to vote, for as\nmany persons as the number of the class to be elected. Cumulative voting shall\nnot be permitted. The election of Directors may be conducted by written ballot,\nbut need not be conducted by written ballot unless required by a rule or motion\nadopted by the shareholders. (As amended 2\/12\/76.)\n\n             SECTION 3.03. NUMBER, TERMS, CLASSIFICATION, AND QUALIFICATIONS.\nSubject to the Articles of Incorporation:\n\n\n             (a) The number of Directors shall be eleven. (As amended 10\/29\/80,\n1\/31\/83, 2\/5\/85, 8\/5\/86, 3\/13\/90, 5\/5\/92, 11\/2\/92, 5\/11\/93, 2\/14\/94, 5\/10\/94,\n11\/13\/95, 5\/14\/96, 3\/4\/98 and 7\/29\/98.)\n\n             (b) The Directors shall be divided into three classes, each of\nwhich shall be as nearly equal in number as possible. The term of office of one\nclass shall expire in each year. At each annual meeting of the shareholders a\nnumber of Directors equal to the number of the class whose term expires at the\nannual meeting shall be elected for a term ending when Directors are elected at\nthe third succeeding annual meeting. Section 6.03 of the Articles of\nIncorporation shall apply if there is a failure in any one or more years to\nelect one or more Directors or to elect any class of Directors. (As amended\n2\/4\/86.)\n\n             (c) The number of Directors may be increased or decreased from time\nto time by amendment of this Section, but no decrease shall have the effect of\nshortening the term of any incumbent Director. Any new Directorships shall be\nassigned to classes, and any decrease in the\n\n\nnumber of Directors shall be scheduled, in such a manner that the three classes\nof Directors shall be as nearly equal in number as possible.\n\n             (d) The term of each Director shall begin at the time of his\nelection. Unless sooner removed as provided in the Articles of Incorporation or\nelected to fill a vacancy with a shorter unexpired term pursuant to Section\n3.04, each Director shall serve for a term ending when Directors are elected at\nthe third succeeding annual meeting of shareholders.\n\nHowever, any Director may resign at any time by delivering his written\nresignation to the Chairman, Vice-Chairman, President, or Secretary of the\nCorporation. The resignation shall take effect immediately upon delivery, unless\nit states a later effective date. (As amended 8\/1\/79.)\n\n             (e) Directors need not be residents of the State of Iowa or\nshareholders of the Corporation. (As amended 4\/23\/64, 4\/15\/70, 2\/12\/76, 7\/23\/76,\n1\/11\/77, 4\/18\/77, 7\/28\/77, 7\/29\/77, 2\/27\/78, and 2\/4\/86.)\n\n             SECTION 3.04. VACANCIES IN BOARD. Any vacancy occurring in the\nBoard of Directors for any reason, and any Directorship to be filled by reason\nof an increase in the number of Directors, may be filled by the affirmative vote\nof a majority of the Directors then in office even if less than a quorum\n(notwithstanding Sections 3.09 and 3.11). Except as otherwise provided in\nSection 6.03 of the Articles of Incorporation, a Director elected as provided in\nthis Section shall be elected for the unexpired term of his predecessor in\noffice or the unexpired term of the class of Directors to which his new\nDirectorship is assigned. However, if a Director is elected to fill a vacancy\ncaused by the resignation of a predecessor whose resignation has not yet become\neffective, the new Director's term shall begin when his predecessor's\nresignation becomes effective. (As amended 4\/23\/64 and 2\/12\/76.)\n\n             SECTION 3.05. REGULAR MEETINGS. A regular meeting of the Board of\nDirectors may be held without notice other than this Section, promptly after and\nat the same place as each annual meeting of shareholders. Other regular meetings\nof the Board of Directors may be held at such time and at such places as shall\nbe fixed by (or pursuant to authority granted by) resolution or motion adopted\nby the Board of Directors from time to time, without notice other than such\nresolution or motion. However, unless both the time and place of a regular\nmeeting shall be fixed by the Board of Directors, notice of such meeting shall\nbe given as provided in Section 3.08.\n\n             SECTION 3.06. SPECIAL MEETINGS. Special meetings of the Board of\nDirectors may be called, and the time and place thereof fixed, by the Chairman\nof the Board of Directors or the Vice-Chairman or the President or the Secretary\nor by a majority of the Directors then in office. (As amended 4\/23\/64 and\n8\/1\/79.)\n\n\n             SECTION 3.07. PLACE OF MEETINGS. Any regular meeting or special\nmeeting of the Board of Directors may be held at any place, either within or\nwithout the State of Iowa. The place of each meeting of the Board of Directors\nshall be fixed as provided in these By-laws, or by waiver or waivers of notice\nfixing the place of such meeting and signed by all Directors then in office. If\nno designation is made of the place of a meeting of the Board of Directors, the\nplace of meeting shall be the registered office of the Corporation in the State\nof Iowa.\n\n             SECTION 3.08. NOTICE OF SPECIAL MEETINGS. Written or printed notice\nstating the place, day, and hour of a special meeting of the Board of Directors\nshall be delivered before the time of the meeting, either personally or by mail\nor by telegram, by or at the direction of the President, the Secretary, or the\nofficer or persons calling the meeting. If mailed, such notice shall be deemed\nto be delivered when deposited in the United States mail addressed to the\nDirector at his address as it appears on the records of the Corporation, with\npostage thereon prepaid. If given by telegram, such notice shall be deemed to be\ndelivered when the telegram is delivered to the telegraph company, addressed to\nthe Director at his address as it appears on the records of the Corporation.\nNeither the business to be transacted at, nor the purpose of, any meeting of the\nBoard of Directors need be specified in the notice of such meeting. (As amended\n7\/7\/88.)\n\n             SECTION 3.09. QUORUM. Except as otherwise expressly provided by the\nArticles of Incorporation or these By-laws, a majority of the number of\nDirectors fixed by these By-laws shall constitute a quorum at any meeting of the\nBoard of Directors.\n\n             SECTION 3.10. ADJOURNED MEETINGS. Any meeting of the Board of\nDirectors may be adjourned from time to time and to any place, without further\nnotice, by the affirmative vote of a majority of the Directors present at the\nmeeting, even if less than a quorum. At any adjourned meeting at which a quorum\nshall be present, any business may be conducted which might have been transacted\nat the meeting as originally notified. (As amended 4\/29\/91.)\n\n             SECTION 3.11. VOTE REQUIRED FOR ACTION. Except as otherwise\nprovided in these By-laws, the affirmative vote of a majority of the number of\nDirectors fixed by these By-laws shall be required for and shall be sufficient\nfor the adoption of any motion or resolution or the taking of any action at any\nmeeting of the Board of Directors. However, the following actions may be taken\nby the affirmative vote of a majority of the Directors present at the meeting,\neven if less than a quorum: election or appointment of a Chairman or temporary\nSecretary of the meeting (if necessary), or adoption of any motion to adjourn or\nrecess the meeting or any proper amendment of any such motion. Whenever the\nminutes of any meeting of the Board of Directors shall state that any motion or\nresolution was adopted or that any action was taken at such meeting of the Board\nof Directors, such minutes shall be prima facie evidence that such motion or\nresolution was duly adopted or that such action was duly taken by the required\nvote, and such minutes need not state the number of Directors voting for and\nagainst such motion, resolution, or\n\n\n\n\n\naction.\n\n             SECTION 3.12. VOTING. Each Director (including, without limiting\nthe generality of the foregoing, any Director who is also an officer of the\nCorporation and any Director presiding at a meeting) may vote on any question at\nany meeting of the Board of Directors, except as otherwise expressly provided in\nthese By-laws. (As amended 4\/23\/64.)\n\n             SECTION 3.13. ORGANIZATION. The Chairman of the Board of Directors\nor the Vice-Chairman or the President or a Vice-President, as provided in these\nBy-laws, shall preside at each meeting of the Board of Directors; but if the\nChairman of the Board of Directors, the Vice-Chairman, the President, and each\nVice-President shall be absent or refuse to act, the Board of Directors may\nelect or appoint a Chairman to preside at the meeting. The Secretary or an\nAssistant Secretary, as provided in these By-laws, shall act as Secretary of\neach meeting of the Board of Directors; but if the Secretary and each Assistant\nSecretary shall be absent or refuse to act, the Board of Directors may elect or\nappoint a temporary Secretary to act as Secretary of the meeting. (As amended\n4\/23\/64 and 8\/1\/79.)\n\n             SECTION 3.14. RULES AND ORDER OF BUSINESS. The Board of Directors\nmay adopt such rules and regulations, not inconsistent with applicable law or\nthe Articles of Incorporation or these By-laws, as the Board of Directors deems\nadvisable for the conduct of its meetings. Except as otherwise expressly\nrequired by law or the Articles of Incorporation or these By-laws or such rules\nor regulations, meetings of the Board of Directors shall be conducted in\naccordance with Robert's Rules of Order, Revised (as further revised from time\nto time). Unless otherwise determined by the Board of Directors, the order of\nbusiness at the first meeting of the Board of Directors held after each annual\nmeeting of shareholders, and at other meetings of the Board of Directors to the\nextent applicable, shall be as follows:\n\n                     (1)    Roll call or other determination of attendance and\n                            quorum.\n\n\n                     (2)    Proof of notice of meeting.\n\n\n                     (3)    Reading and action upon minutes of preceding meeting\nand any other unapproved minutes.\n\n\n                     (4)    Report of President.\n\n\n                     (5)    Reports of other officers and committees.\n\n\n                     (6)    Election of officers.\n\n\n                     (7)    Unfinished business.\n\n\n                     (8)    New business.\n\n\n                     (9)    Adjournment.\n\n\nFailure to comply with the requirements of this Section shall not affect the\nvalidity of any action taken at any meeting unless (a) specific and timely\nobjection is made at the meeting and (b) the person complaining thereto sustains\ndirect and material damage by reason of such failure.\n\n             SECTION 3.15. PRESUMPTION OF ASSENT. A Director of the Corporation\nwho is present at a meeting of the Board of Directors or a committee thereof at\nwhich action on any corporate matter is taken, shall be presumed to have\nassented to the action taken unless his dissent shall be entered in the minutes\nof the meeting or unless he shall file his written dissent to such action with\nthe person acting as the Secretary of the meeting before the adjournment thereof\nor shall forward such dissent by registered or certified mail to the Secretary\nof the Corporation immediately after the adjournment of the meeting. Such right\nto dissent shall not apply to a Director who voted in favor of such action.\n\n             SECTION 3.16. WAIVER OF NOTICE BY DIRECTORS. Whenever any notice\nwhatsoever is required to be given to any Director of the Corporation under any\nprovision of law or the Articles of Incorporation or these By-laws, a waiver\nthereof in writing signed by the Director or Directors entitled to such notice,\nwhether signed before or after the time of the meeting or event of which notice\nis required, shall be deemed equivalent to the giving of such notice. Neither\nthe business to be transacted at, nor the purpose of, any meeting of the Board\nof Directors need be specified in any waiver of notice of such meeting. The\nattendance of any Director at any meeting of the Board of Directors shall\nconstitute a waiver by such Director of any notice of such meeting to which such\nDirector would otherwise be entitled, and shall constitute consent by such\nDirector to the place, day, and hour of such meeting and all business which may\nbe conducted at such meeting, unless such Director attends such meeting and\nobjects at such meeting to any business conducted because the meeting is not\nlawfully called or convened. (As amended 4\/29\/91.)\n\n             SECTION 3.17. INFORMAL ACTION BY DIRECTORS. Any action required by\nlaw or the Articles\n\n\n\nof Incorporation or these By-laws to be taken by vote of or at a meeting of the\nBoard of Directors, or any action which may or could be taken at a meeting of\nthe Board of Directors (or of a committee of Directors), may be taken without a\nmeeting if a consent in writing setting forth the action so taken shall be\nsigned by all of the Directors then in office (or all of the members of such\ncommittee, as the case may be). Such consent shall have the same force and\neffect as unanimous vote. The signing by each such Director (or by each member\nof such committee) of any one of several duplicate originals or copies of the\ninstrument evidencing such consent shall be sufficient. The written instrument\nor instruments evidencing such consent shall be filed with the Secretary, and\nshall be kept by the Secretary as part of the minutes of the Corporation. Such\naction shall be deemed taken on the date of such written instrument or\ninstruments as stated therein, or on the date of such filing with the Secretary,\nwhichever of such two dates occurs first. (As amended 4\/23\/64.)\n\n             SECTION 3.18. COMMITTEES. The Board of Directors, by resolution\nadopted by the affirmative vote of a majority of the number of Directors fixed\nby Section 3.03, may designate one or more committees (including, without\nlimiting the generality of the foregoing, an Executive Committee). Each\ncommittee shall consist of two or more Directors elected or appointed by the\nBoard of Directors. To the extent provided in such resolution as initially\nadopted and as thereafter supplemented or amended by further resolution adopted\nby a like vote, any such committee shall have and may exercise, when the Board\nof Directors is not in session, all the authority and powers of the Board of\nDirectors. However, no committee shall have or exercise any authority prohibited\nby law.\n\nNo member of any committee shall continue to be a member thereof after he ceases\nto be a Director of the Corporation.\n\nUnless otherwise ordered by the Board of Directors, the affirmative vote or\nconsent in writing of all members of a committee shall be required for the\nadoption of any motion or resolution or the taking of any action by any such\ncommittee, except that an alternate member may take the place of any absent\nmember to the extent hereinafter provided.\n\nThe Board of Directors may elect or appoint one or more Directors as alternate\nmembers of any such committee. Any such alternate member may take the place of\nany absent member, upon request by the Chairman of the Board of Directors or the\nVice-Chairman or the President or the Chairman of such committee. The vote or\nconsent in writing of such alternate member in the absence of such member shall\nhave the same effect as the vote or consent in writing of such member. (As\namended 8\/1\/79.)\n\nThe Board of Directors may at any time increase or decrease the number of\nmembers of any committee, fill vacancies therein, remove any member thereof,\nadopt rules and regulations therefor, or change the functions or terminate the\nexistence thereof. The designation of any\n\n\ncommittee and the delegation thereto of authority shall not operate to relieve\nthe Board of Directors or any Director of any responsibility imposed by law. (As\namended 4\/23\/64.)\n\n             SECTION 3.19. COMPENSATION. The Board of Directors may fix or\nprovide for reasonable compensation of any or all Directors for services\nrendered to the Corporation as Directors, officers, or otherwise, including,\nwithout limiting the generality of the foregoing, payment of expenses of\nattendance at meetings of the Board of Directors or committees, payment of a\nfixed sum for attendance at each meeting of the Board of Directors or a\ncommittee, salaries, bonuses, pensions, pension plans, pension trusts,\nprofit-sharing plans, stock bonus plans, stock option plans (subject to approval\nof the shareholders if required by law), and other incentive, insurance, and\nwelfare plans, whether or not on account of prior services rendered to the\nCorporation. No such compensation shall preclude any Director from serving the\nCorporation in any other capacity and receiving compensation therefor.\n\n                               ARTICLE 4. OFFICERS\n\n             SECTION 4.01. NUMBER AND DESIGNATION. The officers of the\nCorporation shall be a Chairman of the Board of Directors, a Vice-Chairman, a\nPresident, one or more Vice-Presidents, a Secretary, a Treasurer, one or more\nAssistant Secretaries, one or more Assistant Treasurers, and such other officers\nas the Board of Directors deems advisable. (As amended 4\/23\/64 and 8\/1\/79.)\n\n             SECTION 4.02. ELECTION OR APPOINTMENT OF OFFICERS. At the first\nmeeting of the Board of Directors held after each annual meeting of\nshareholders, the Board of Directors shall elect the officers specifically\nreferred to in Section 4.01, shall appoint certified public accountants to\nperform the annual audit, and shall elect or appoint such other officers and\nagents as the Board deems advisable. If in any year the election of officers\ndoes not take place at such meeting, such election shall be held as soon\nthereafter as may be convenient. In addition, the Board of Directors may from\ntime to time elect, appoint, or authorize any officer to appoint such other\nofficers and agents as the Board deems advisable. Any election may be conducted\nby ballot, but need not be conducted by ballot unless required by a rule,\nregulation, or motion adopted by the Board of Directors. (As amended 3\/3\/80.)\n\n             SECTION 4.03. TENURE AND QUALIFICATIONS. Each officer, unless\nsooner removed as provided in Section 4.04, shall hold office until his\nsuccessor shall be elected or appointed and shall qualify. However, any officer\nmay resign at any time by filing his written resignation with the President or\nSecretary of the Corporation; and such resignation shall take effect immediately\nupon such filing, unless a later effective date is stated therein. Officers need\nnot be residents of the State of Iowa or Directors or shareholders of the\nCorporation. Any two or more offices may be held by the same person.\n\n\n             SECTION 4.04. REMOVAL. Any officer or agent of the Corporation may\nbe removed by the Board of Directors whenever in its judgment the best interests\nof the Corporation will be served thereby, but such removal shall be without\nprejudice to the contract rights, if any, of the person so removed. Election or\nappointment of an officer or agent shall not of itself create contract rights.\n\n             SECTION 4.05. VACANCIES. Any vacancy occurring in any office for\nany reason may be filled by the Board of Directors.\n\n\n             SECTION 4.06. DUTIES AND POWERS OF OFFICERS. Except as otherwise\nexpressly provided by law or the Articles of Incorporation or these By-laws, the\nduties and powers of all officers and agents of the Corporation shall be\ndetermined and defined from time to time by the Board of Directors. Unless\notherwise determined by the Board of Directors, the officers referred to in the\nfollowing Sections shall have the duties and powers set forth in the following\nSections, in addition to all duties and powers of such officers prescribed by\nlaw or by the Articles of Incorporation or other provisions of these By-laws.\nHowever, the Board of Directors may from time to time alter, add to, limit,\ntransfer to another officer or agent, or abolish any or all of the duties and\npowers of any officer or agent of the Corporation (including, without limiting\nthe generality of the foregoing, the duties and powers set forth in the\nfollowing Sections and in other provisions of these By-laws). Any person who\nholds two or more offices at the same time may perform or exercise any or all of\nthe duties and powers of either or both of such offices in either or both of\nsuch capacities.\n\n             SECTION 4.07. CHAIRMAN OF THE BOARD OF DIRECTORS; VICE-CHAIRMAN;\nPRESIDENT.\n\n             (a) The Chairman of the Board of Directors shall preside at all\nmeetings of Shareholders and of the Board of Directors. He shall be responsible\nfor making recommendations concerning Board policies and committees, shall\nmaintain Board liaison with the President, and, when required, because of the\ninability of the President to act or otherwise, shall have the same powers as\nthe President on behalf of the Corporation. He may from time to time, unless\notherwise ordered by the Board, authorize or direct the Vice-Chairman or\nPresident to perform any of the duties or exercise any of the powers of the\nChairman. (As amended 10\/27\/77, 10\/30\/84, 2\/15\/88, and 7\/29\/91.)\n\n             (b) The Vice-Chairman shall preside at meetings of the shareholders\nor of the Board in the absence of the Chairman. He shall also perform such other\nduties as the Chairman may authorize or direct. (As amended 7\/29\/91.)\n\n\n             (c) The President shall be the chief executive officer of the\nCorporation and, subject to the control of the Board, shall supervise, control,\nand manage all of the business affairs of the Corporation. He shall report to\nthe Chairman when the Board is not in session. In the absence of the Chairman\nand Vice-Chairman, the President shall preside at meetings of shareholders and\nof the Board. Unless otherwise ordered by the Board, the President (1) may\nemploy, appoint and discharge such employees, agents, attorneys and accountants\n(except the certified public accountants appointed by the Board pursuant to\nSection 4.02) for the Corporation as he deems necessary or advisable, and shall\nprescribe their authority, duties, powers, and compensation, including, if\nappropriate, the authority to perform some or all of the duties or exercise some\nor all of the powers of the President; (2) may make and enter into on behalf of\nthe Corporation all deeds, conveyances, mortgages, leases, contracts,\nagreements, bonds, reports, releases, and other documents or instruments which\nmay in his judgment be necessary or advisable in the ordinary course of the\nCorporation's business or which shall be authorized by the Board; (3) shall see\nthat all Corporation policies and all orders and resolutions of the Board are\ncarried into effect; and (4) shall have all the usual duties and powers of the\nPresident of a corporation and such other duties and powers as may be prescribed\nfrom time to time by the Board. (As amended 7\/29\/91.)\n\n             SECTION 4.08. VICE-PRESIDENTS. Two or more Vice Presidents, one or\nmore of whom may also be designated as Executive Vice President or Senior Vice\nPresident, each of whom shall have such duties and powers as may be prescribed\nfrom time to time by the President or the Board of Directors. (As amended\n4\/23\/64, 10\/27\/77 and 11\/10\/00.)\n\n             SECTION 4.09. SECRETARY. The Secretary:\n\n             (a)     shall, when present, act as Secretary of each meeting of\nthe shareholders and of the Board of Directors;\n\n             (b)     shall keep the minutes of the meetings of the shareholders\nand the Board of Directors in one or more books provided for that purpose;\n\n             (c)     shall see that all notices are duly given and that lists\nof shareholders are made and filed as required by law or the Articles of\nIncorporation or these By-laws;\n\n             (d)     shall be custodian of the corporate records and the seal\nof the Corporation and shall, when duly authorized, see that the seal is affixed\nto any instrument requiring it;\n\n             (e)     shall keep a record of the Directors, giving the names and\naddresses of all\n\n\nDirectors; and (As amended 4\/23\/64 and 2\/19\/79.)\n\n             (f)     shall have all the usual duties and powers of the Secretary\nof a corporation and such duties and powers as may be prescribed from time to\ntime by the President or the Board of Directors. (As amended 2\/19\/79.)\n\n\n             SECTION 4.10.  TREASURER.  The Treasurer:\n\n             (a)     shall have charge and custody of and be responsible for all\nfunds, securities, and Evidences of indebtedness belonging to the Corporation;\n\n             (b)     shall receive and give receipts for moneys due and payable\nto the Corporation from any source whatever;\n\n             (c)     shall see that all such moneys are deposited in the name of\nand to the credit of the Corporation in such depositories as shall be designated\nby or pursuant to authority granted by the Board of Directors;\n\n             (d)     shall cause the funds of the Corporation to be disbursed\nwhen and as duly authorized to do so;\n\n             (e) shall see that correct and complete books of account and\nfinancial statements are kept and prepared in accordance with generally accepted\naccounting principles except to the extent such duties are assigned by the\nPresident to other officers or employees of the Corporation; (As amended\n2\/13\/77.)\n\n             (f) shall have all the usual duties and powers of the Treasurer of\na corporation and such duties and powers as may be prescribed from time to time\nby the President or the Board of Directors; (As amended 2\/13\/77.)\n\n             (g) shall keep at the registered office or principal place of\nbusiness of the Corporation a record of its shareholders (which shall be part of\nthe stock transfer books of the Corporation), giving the names and addresses of\nall shareholders and the number and class of the shares held by each; and (As\namended 2\/19\/79.)\n\n\n             (h) shall have charge of the stock transfer books of the\nCorporation, and shall record the issuance and transfer of shares, except to the\nextent that such duties shall be delegated by the Board of Directors to a\ntransfer agent or registrar. (As amended 2\/19\/79.)\n\n             SECTION 4.11. ASSISTANT SECRETARIES. In the absence of the\nSecretary or in the event of his death or inability or refusal to act, the\nAssistant Secretary (or, if there shall be more than one, the Assistant\nSecretaries in the order designated by the Board of Directors from time to time,\nor, in the absence of any such designation, in the order in which their names\nshall appear in the minutes showing their election) shall perform the duties and\nexercise the powers of the Secretary. Each Assistant Secretary shall also have\nsuch duties and powers as may be prescribed from time to time by the Secretary\nor the President or the Board of Directors. (As amended 4\/23\/64.)\n\n             SECTION 4.12. ASSISTANT TREASURERS. In the absence of the Treasurer\nor in the event of his death or inability or refusal to act, the Assistant\nTreasurer (or, if there shall be more than one, the Assistant Treasurers in the\norder designated by the Board of Directors from time to time, or, in the absence\nof any such designation, in the order in which their names shall appear in the\nminutes showing their election) shall perform the duties and exercise the powers\nof the Treasurer. Each Assistant Treasurer shall also have such duties and\npowers as may be prescribed from time to time by the Treasurer or the President\nor the Board of Directors. (As amended 4\/23\/64.)\n\n             SECTION 4.13. COMPENSATION. The Board of Directors may fix or\nprovide for, or may authorize any officer to fix or provide for, reasonable\ncompensation of any or all of the officers and agents of the Corporation,\nincluding, without limiting the generality of the foregoing, salaries, bonuses,\npayment of expenses, pensions, pension plans, pension trusts, profit-sharing\nplans, stock bonus plans, stock option plans (subject to approval of the\nshareholders if required by law), and other incentive, insurance, and welfare\nplans, whether or not on account of prior services rendered to the Corporation.\n(As amended 4\/23\/64.)\n\n             SECTION 4.14. BOND. The Board of Directors may require an officer\nor agent to give a bond for the faithful performance of his duties, in such\namount and with such surety or sureties as the Board of Directors deems\nadvisable.\n\n                       ARTICLE 5. SHARES AND CERTIFICATES\n\n             SECTION 5.01.  ISSUANCE OF AND CONSIDERATION FOR SHARES.  Shares\nand securities convertible into shares of the Corporation may be issued for such\nconsideration as shall be fixed\n\n\nfrom time to time by the Board of Directors, and may be issued to such persons\nas may be designated from time to time by or pursuant to authority granted by\nthe Board of Directors, except as otherwise required by law or the Articles of\nIncorporation or these By-laws. (As amended 5\/12\/97.)\n\n             SECTION 5.02.  RESTRICTIONS ON ISSUANCE OF SHARES AND CERTIFICATES.\nNo share of the Corporation shall be issued until such share is fully paid as\nprovided by law. (As amended 5\/12\/97.)\n\n\nNo fractional share or certificate representing any fractional share shall be\nissued unless expressly authorized by the Board of Directors.\n\nNo new certificate shall be issued in place of any certificate until the old\ncertificate for a like number of shares shall have been surrendered and\ncancelled, except as otherwise provided in Section 5.04.\n\n             SECTION 5.03. CERTIFICATES REPRESENTING SHARES. Each shareholder\nshall be entitled to a certificate or certificates representing the shares of\nthe Corporation owned by him. Certificates representing shares of the\nCorporation shall be in such form as shall be determined by or pursuant to\nauthority granted by the Board of Directors. Each certificate shall be signed by\nthe President or a Vice-President and by the Secretary or an Assistant\nSecretary, and the corporate seal may be affixed thereto. All certificates shall\nbe consecutively numbered or otherwise identified. The name and address of the\nperson to whom the shares represented thereby are issued, and the number and\nclass of shares and date of issuance, shall be entered on the stock transfer\nbooks of the Corporation.\n\n             SECTION 5.04. LOST, DESTROYED, STOLEN, OR MUTILATED CERTIFICATES.\nThe Board of Directors may authorize a new certificate to be issued in place of\nany certificate alleged to have been lost, destroyed, or stolen, or which shall\nhave been mutilated, upon production of such evidence and upon compliance with\nsuch conditions as the Board of Directors may prescribe.\n\n             SECTION 5.05. TRANSFER OF SHARES. Shares of the Corporation shall\nbe transferable only on the stock transfer books of the Corporation, by the\nholder of record thereof or by his duly authorized attorney or legal\nrepresentative (who shall furnish such evidence of authority to transfer as the\nCorporation or its agent may reasonably require), upon surrender to the\nCorporation for cancellation of the certificate representing such shares, duly\nendorsed or with a proper written assignment or power of attorney duly executed\nand attached thereto, and with such proof of the authenticity of signatures as\nthe Corporation or its agent may reasonably require. The Corporation shall\ncancel the old certificate, issue a new certificate to the person entitled\nthereto, and record the transaction on its stock transfer books. However, if the\napplicable\n\n\n\nlaw permits shares to be transferred in a different manner, then to the extent\nrequired to comply with such law all references in this Section to \"shares\"\nshall mean the rights against the Corporation inherent in or arising out of such\nshares.\n\n             SECTION 5.06. SHAREHOLDERS OF RECORD; CHANGE OF NAME OR ADDRESS.\nThe Corporation shall be entitled to recognize the exclusive right of a person\nshown on its stock transfer books as the holder of shares to receive notices and\ndividends, to vote as such holder, and to have and exercise all other rights\nderiving from such shares, and shall not be bound to recognize any equitable or\nother claim to or interest in such shares on the part of any other person,\nwhether or not it shall have actual or constructive notice thereof. Unless the\ncontext or another provision of these By-laws clearly indicates otherwise, all\nreferences in these By-laws to \"shareholders\" and \"holders\" shall mean the\nshareholders of record as shown on the stock transfer books of the Corporation.\n\nEach shareholder and each Director shall promptly notify the Secretary in\nwriting of his correct address and any change in his name or address from time\nto time. If any shareholder or Director fails to give such notice, neither the\nCorporation nor any of its Directors, officers, agents, or employees shall be\nliable or responsible to such shareholder or Director for any error or loss\nwhich might have been prevented if such notice had been given. (As amended\n4\/23\/64.)\n\n             SECTION 5.07.  REGULATIONS.  The Board of Directors may adopt such\nrules and regulations, not inconsistent with applicable law or the Articles of\nIncorporation or these By-laws, as it deems advisable concerning the issuance,\ntransfer, conversion, and registration of certificates representing shares of\nthe Corporation.\n\n                          ARTICLE 6. GENERAL PROVISIONS\n\n             SECTION 6.01. SEAL. The corporate seal shall be circular in form\nand shall have inscribed thereon the name of the Corporation and the words\n\"Corporate Seal\" and \"Iowa\". The seal may be affixed by causing it or a\nfacsimile thereof to be impressed or reproduced or otherwise.\n\n             SECTION 6.02.  FISCAL YEAR.  The fiscal year of the Corporation\nshall be fixed by the Board of Directors from time to time.\n\n             SECTION 6.03. DIVIDENDS. The Board of Directors may from time to\ntime declare, and the Corporation may pay, dividends on the outstanding shares\nin the manner and upon the terms and conditions provided by law and the Articles\nof Incorporation.\n\n\n             SECTION 6.04. EXECUTION OF DOCUMENTS AND INSTRUMENTS. All deeds and\nconveyances of real estate, mortgages of real estate, and leases of real estate\n(for an initial term of five years or more) to be executed by the Corporation\nshall be signed in the name of the Corporation by the Chairman of the Board of\nDirectors or the Vice-Chairman or the President or a Vice-President and signed\nor attested by the Secretary or an Assistant Secretary, and the corporate seal\nshall be affixed thereto.\n\nAll other documents or instruments to be executed by the Corporation (including,\nwithout limiting the generality of the foregoing, contracts, agreements, bonds,\nreports, notices, releases, promissory notes, and evidences of indebtedness; and\ndeeds, conveyances, mortgages, and leases other than those referred to in the\npreceding sentence) shall be signed in the name of the Corporation by any one or\nmore of the officers of the Corporation, with or without the corporate seal.\n\nHowever, from time to time the Board of Directors or the Chairman of the Board\nof Directors or the Vice-Chairman or the President may alter, add to, limit,\ntransfer to another officer or agent, or abolish the authority of any officer or\nofficers to sign any or all documents or instruments, or may authorize the\nexecution of any document or instrument by any person or persons, with or\nwithout the corporate seal, and such action may be either general or confined to\nspecific instances. (As amended 4\/23\/64 and 8\/1\/79.)\n\n             SECTION 6.05. LOANS. No loans shall be contracted on behalf of the\nCorporation and no evidences of indebtedness shall be issued in its name unless\nauthorized by or pursuant to authority granted by the Board of Directors. Such\nauthorization may be either general or confined to specific instances.\n\n             SECTION 6.06. CHECKS AND DRAFTS. All checks and drafts issued in\nthe name of the Corporation shall be signed by such person or persons and in\nsuch manner as shall be authorized by or pursuant to authority granted by the\nBoard of Directors.\n\n             SECTION 6.07. VOTING OF SHARES OWNED BY CORPORATION. Any shares or\nsecurities of any other corporation or company owned by this Corporation may be\nvoted at any meeting of shareholders or security holders of such other\ncorporation or company by the Chairman of the Board of Directors of this\nCorporation. Whenever in the judgment of the Chairman of the Board of Directors\nit shall be advisable for the Corporation to execute a proxy or waiver of notice\nor to give a consent with respect to any shares or securities of any other\ncorporation or company owned by this Corporation, such proxy, waiver, or consent\nshall be executed in the name of this Corporation, as directed by the Chairman\nof the Board of Directors, without necessity of any\n\n\n\nauthorization by the Board of Directors. Any person or persons so designated as\nthe proxy or proxies of this Corporation shall have full right, power, and\nauthority to vote such shares or securities on behalf of this Corporation. In\nthe absence of the Chairman of the Board of Directors or in the event of his\ndeath or inability to act, the Vice-Chairman may perform the duties and exercise\nthe powers of the Chairman of the Board of Directors under this Section. The\nprovisions of this Section shall be subject to any specific directions by the\nBoard of Directors. (As amended 4\/23\/64 and 8\/1\/79.)\n\n             SECTION 6.08. INTEREST OF DIRECTORS IN TRANSACTIONS. In the absence\nof fraud, any contract or other transaction between the Corporation and any or\nall of its Directors (including, without limiting the generality of the\nforegoing, any authorization of or payment of compensation to any Director or\nofficer of the Corporation), or between the Corporation and any person or party\nin which any or all of the Directors of the Corporation are interested or with\nwhich they are connected (whether as shareholders, directors, officers, owners,\npartners, members, employees, or otherwise) shall be valid for all purposes,\nnotwithstanding the presence of such Director or Directors at the meeting of the\nBoard of Directors which shall act upon or with respect to such contract or\ntransaction, and notwithstanding his or their participation in and vote upon\nsuch action, if the fact of such interest shall be disclosed or otherwise known\nto the Board of Directors prior to or at the time of the taking of such action.\nSuch interested Director or Directors are hereby expressly authorized to vote\nupon any action of the Board of Directors upon or with respect to such contract\nor transaction; may be counted in determining whether a quorum is present; and\nmay be included in the majority necessary to take such action. Each Director of\nthe Corporation is hereby expressly relieved, in the absence of fraud, from any\nliability which might otherwise exist or arise from contracting with the\nCorporation for the benefit of himself or any person or party in which he may be\nin any way interested or with which he may be in any way connected.\n\nAny contract, transaction, or action of the Corporation or of the Board of\nDirectors which shall be ratified at any meeting of shareholders by the\naffirmative vote of the holders of a majority of the outstanding common shares\nentitled to vote, shall be as valid and as binding as though expressly\nauthorized in writing by every shareholder of the Corporation. However, any\nfailure of the shareholders to approve or ratify such contract, transaction, or\naction, when and if submitted, shall not be deemed in any way to render the same\ninvalid or to deprive the Directors or officers of authority to proceed with\nsuch contract, transaction, or action.\n\nThis Section shall not be construed to invalidate any contract or transaction\nwhich would otherwise be valid, nor as a limitation upon the powers of the\nDirectors or officers, nor as a requirement that any contract or transaction of\nthe Corporation be approved or ratified by the shareholders.\n\n             SECTION 6.09.  LIMITATION OF PERSONAL LIABILITY.  The limitation\nof liability of Directors and officers shall be limited as follows:\n\n\n\n             (a) No Director of the Corporation shall be liable to the\nCorporation or to any shareholder or shareholders except as provided in the\nArticles of Incorporation or applicable law. The liability of Directors shall be\nlimited or removed to the maximum extent provided either by the Articles of\nIncorporation or by applicable law, and these provisions shall be liberally\nconstrued to carry out this purpose. For purposes of this Section, \"Director\"\nmeans any person who is or was a Director of the Corporation and any person who,\nwhile a Director of the Corporation, is or was serving at the request of the\nCorporation as a Director, officer, partner, trustee, employee, or agent of\nanother foreign or domestic corporation, partnership, joint venture, trust,\nother enterprise, or employee benefit plan. Heirs, beneficiaries, and personal\nrepresentatives of the Director are included.\n\n             (b)     No officer of the Corporation shall be liable to the\nCorporation or to any shareholder or shareholders for any act, omission, or\nnegligence, except for loss directly resulting from his or her willful or\nreckless misconduct. This Section is in addition to all other limitations of\nliability contained in applicable law, the Articles of Incorporation, or other\nprovisions of these By-laws. The liability of officers shall be limited or\nremoved to the maximum extent provided by this Section, other provisions of\nthese By-laws, the Articles of Incorporation, or applicable laws, and these\nBy-laws shall be liberally construed to carry out this purpose. (As amended\n5\/12\/97.)\n\n             SECTION 6.10. INDEMNIFICATION. The Corporation may advance expenses\nand indemnify any Qualified Person. For purposes of this Section, \"Qualified\nPerson\" means any person who was or is a party or is threatened to be made a\nparty to any threatened, pending, or completed action, suit, or proceeding\n(whether civil, criminal, administrative, or investigative including, without\nlimitation, an action or suit by or in the right of the Corporation)\n(collectively, \"Action\") by reason of the fact that he or she is or was a\nDirector, officer, employee, or agent of the Corporation, or is or was serving\nat the request of the Corporation, as a Director, officer, partner, trustee,\nemployee, or agent of another foreign or domestic corporation, partnership,\njoint venture, trust, other enterprise, or employee benefit plan. The\nindemnification may be against expenses (including attorneys' fees), judgments,\nfines, and amounts paid or incurred in settlement which the Qualified Person\nactually and reasonably incurred in connection with the Action, in the manner\nand to the extent provided in this Section.\n\n             (a)     Indemnification may be made in the following independent\nand alternative methods:\n\n\n                     (1)      In the manner and to the extent provided by Iowa\nlaw;\n\n                     (2)      If and to the extent that the Board of Directors\ndetermines that the\n\n\nperson acted in good faith and in a manner he or she reasonably believed to be\nin or not opposed to the best interests of the Corporation. This determination\nmay be made (notwithstanding Sections 3.09 and 3.11) by: (i) a majority vote of\na quorum consisting of Directors who are not at the time parties to the Action;\n(ii) if a quorum cannot be obtained under (i), a majority vote of a committee\nduly designated by the Board of Directors, in which designation Directors who\nare parties may participate, consisting solely of two or more Directors not at\nthe time parties to the proceeding; (iii) special legal counsel, selected by the\nBoard of Directors by a majority vote of a quorum consisting of Directors who\nare not parties at the time to the Action or, if the requisite quorum of the\nfull Board cannot be obtained, by a majority vote of the full Board, in which\nDirectors who are parties may participate; or (iv) the shareholders.\n\n                     (3)      In accordance with any agreement authorized by the\nBoard of Directors before the commencement of the Action;\n\n                     (4)      If and to the extent authorized by action of the\nshareholders; or\n\n                     (5)      In any other manner not prohibited by Iowa law.\n\n             (b)     Restrictions and presumptions required by law with regard\nto indemnification referred to in Subsection (a)(1) shall not apply to\nindemnification under Subsections (a)(2), (3), (4), or (5); provided, however,\nthat indemnification shall not be provided in any case for:\n\n                     (1)      A breach of a person's duty of loyalty to the\nCorporation or its shareholders;\n\n                     (2)      Acts or omissions not in good faith or which\ninvolve intentional misconduct or knowing violation of the law;\n\n                     (3)      A transaction from which the person derives an\nimproper personal benefit; or\n\n                     (4)      Acts arising under Iowa Code Section 490.858, as\namended from time to time.\n\n             (c)     To the extent that a Qualified Person has been successful\non the merits or otherwise in defense of any Action, or in defense of any claim,\nissue, or material therein, he or she shall be indemnified against expenses\n(including attorneys' fees) actually and reasonably\n\n\n\nincurred by him or her in connection with such Action.\n\n             (d)     Any indemnification of a Qualified Person may be both as to\naction in his or her official capacity and as to action in another capacity\nwhile holding such official capacity; shall continue as to a Qualified Person\nwho has ceased to be a Director, officer, employee, or agent; and shall inure to\nthe benefit of the heirs, beneficiaries, and personal representatives of the\nQualified Person.\n\n             (e)     Indemnification may be made either by direct payment by the\nCorporation or by reimbursement to the Qualified Person. (As amended 2\/15\/88 and\n5\/12\/97.)\n\n             SECTION 6.11.  RELIANCE ON DOCUMENTS.  Each Director and officer\nshall, in the performance of his duties, be fully protected in relying and\nacting in good faith upon the books of account or other records of the\nCorporation, or reports made or financial statements presented by any officer of\nthe Corporation or by an independent public or certified public accountant or\nfirm of such accountants or by an appraiser selected with reasonable care by the\nBoard of Directors or by any committee thereof; and each Director and officer is\nhereby expressly relieved from any liability which might otherwise exist or\narise from or in connection with any such action.\n\n             SECTION 6.12. EFFECT OF PARTIAL INVALIDITY. If a court of competent\njurisdiction shall adjudge to be invalid any clause, sentence, paragraph,\nsection, or part of the Articles of Incorporation or these By-laws, such\njudgment or decree shall not affect, impair, invalidate, or nullify the\nremainder of the Articles of Incorporation or these By-laws, but the effect\nthereof shall be confined to the clause, sentence, paragraph, section, or part\nso adjudged to be invalid.\n\n             SECTION 6.13. DEFINITIONS. Any word or term which is defined in the\nIowa Business Corporation Act shall have the same meaning wherever used in the\nArticles of Incorporation or in these By-laws, unless the context or another\nprovision of the Articles of Incorporation or these By-laws clearly indicates\notherwise. Wherever used in the Articles of Incorporation or in these By-laws,\nunless the context or another provision of the Articles of Incorporation or\nthese By-laws clearly indicates otherwise, the use of the singular shall include\nthe plural, and vice versa; and the use of any gender shall be applicable to any\nother gender. Wherever used in the Articles of Incorporation or in these\nBy-laws, the word \"written\" shall mean written, typed, printed, duplicated, or\nreproduced by any process. (As amended 4\/23\/64.)\n\n             SECTION 6.14. AUTHORITY TO CARRY OUT RESOLUTIONS AND MOTIONS. Each\nresolution or motion adopted by the shareholders or by the Board of Directors\nshall be deemed to include the following provision, unless the resolution or\nmotion expressly negates this provision: The officers of the Corporation are\nseverally authorized on behalf of the Corporation to do all acts\n\n\nand things which may be necessary or convenient to carry out this resolution\n(motion), including, without limitation, the authority to make, execute, seal,\ndeliver, file, and perform all appropriate contracts, agreements, certificates,\ndocuments, and instruments.\n\nThe foregoing provision shall automatically be a part of the resolution or\nmotion even though not stated in the minutes; and any officer may state or\ncertify that the foregoing provision is included in the resolution or motion.\n(Added entire section 8\/3\/82.)\n\n                              ARTICLE 7. AMENDMENTS\n\n             SECTION 7.01. RESERVATION OF RIGHT TO AMEND. The Corporation\nexpressly reserves the right from time to time to amend these By-laws, in the\nmanner now or hereafter permitted by the provisions of the Articles of\nIncorporation and these By-laws, whether or not such amendment shall constitute\nor result in a fundamental change in the purposes or structures of the\nCorporation or in the rights or privileges of shareholders or others or in any\nor all of the foregoing. All rights and privileges of shareholders or others\nshall be subject to this reservation. Wherever used in these By-laws with\nrespect to the By-laws, the word \"amend,\" \"amended,\" or \"amendment\" includes and\napplies to the amendment, alteration, or repeal of any or all provisions of the\nBy-laws or the adoption of new By-laws. (As amended 4\/28\/66.)\n\n             SECTION 7.02.  PROCEDURE TO AMEND.  Any amendment to these By-laws\nmay be adopted at any meeting of the Board of Directors by the affirmative vote\nof a majority of the number of Directors fixed by Section 3.03. No notice of any\nproposed amendment to the By-laws shall be required. 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