RESTATED BYLAWS

                          OF CAPELLA EDUCATION COMPANY

                       (FORMERLY LEARNING VENTURES, INC.)

                            (EFFECTIVE JULY 18, 2002)

 

                                   ARTICLE I.

                             OFFICES, CORPORATE SEAL

 

      Section 1.01. Registered Office. The registered office of the Corporation

in Minnesota shall be that set forth in the Articles of Incorporation or in the

most recent amendment of the Articles of Incorporation or resolution of the

Directors filed with the Secretary of State of Minnesota changing the registered

office.

 

      Section 1.02. Other Offices. The Corporation may have such other offices,

within or without the State of Minnesota, as the Directors shall, from time to

time, determine.

 

      Section 1.03. Corporate Seal. The Corporation shall have no seal.

 

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

 

      Section 2.01. Place and Time of Meetings. Except as provided otherwise by

the Minnesota Business Corporation Act, meetings of the shareholders may be held

at any place, within or without the State of Minnesota, as may from time to time

be designated by the Directors and, in the absence of such designation, shall be

held at the registered office of the Corporation in the State of Minnesota. The

Directors shall designate the time of day for each meeting and, in the absence

of such designation, every meeting of shareholders shall be held at ten o'clock

a.m.

 

      Section 2.02. Regular Meetings.

 

      (a) A regular meeting of the shareholders shall be held on such date as

the Board of Directors shall by resolution establish.

 

      (b) At a regular meeting the shareholders, voting as provided in the

Articles of Incorporation and these Bylaws, shall designate the number of

Directors to constitute the Board of Directors (subject to the authority of the

Board of Directors thereafter to increase or decrease the number of Directors as

permitted by law), shall elect qualified successors for Directors who serve for

an indefinite term or whose terms have expired or are due to expire within six

months after the date of the meeting and shall transact such other business as

may properly come before them.

 

      Section 2.03. Special Meetings. Special meetings of the shareholders may

be held at any time and for any purpose and may be called by the President, the

Treasurer, two or more Directors or by a shareholder or shareholders holding 10%

or more of the voting power of all shares entitled to vote, except that a

special meeting for the purpose of considering any action to directly or

indirectly facilitate or affect a business combination, including any action to

change or otherwise affect the composition of the Board of Directors for that

purpose, must be called by 25% or more of the voting

 

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power of all shares entitled to vote. A shareholder or shareholders holding the

requisite percentage of the voting power of all shares entitled to vote may

demand a special meeting of the shareholders by written notice of demand given

to the President or Treasurer of the Corporation and containing the purposes of

the meeting. Within 30 days after receipt of demand by one of those officers,

the Board of Directors shall cause a special meeting of shareholders to be

called and held on notice no later than 90 days after receipt of the demand, at

the expense of the Corporation. Special meetings shall be held on the date and

at the time and place fixed by the President or the Board of Directors, except

that a special meeting called by or at demand of a shareholder or shareholders

shall be held in the county where the principal executive office is located. The

business transacted at a special meeting shall be limited to the purposes as

stated in the notice of the meeting.

 

      Section 2.04. Quorum, Adjourned Meetings. The holders of a majority of the

shares entitled to vote shall constitute a quorum for the transaction of

business at any regular or special meeting. In case a quorum shall not be

present at a meeting, the meeting may be adjourned from time to time without

notice other than announcement at the time of adjournment of the date, time and

place of the adjourned meeting. If a quorum is present, a meeting may be

adjourned from time to time without notice other than announcement at the time

of adjournment of the date, time and place of the adjourned meeting. At

adjourned meetings at which a quorum is present, any business may be transacted

which might have been transacted at the meeting as originally noticed. If a

quorum is present when a meeting is convened, the shareholders present may

continue to transact business until adjournment notwithstanding the withdrawal

of enough shareholders originally present to leave less than a quorum.

 

      Section 2.05. Voting. At each meeting of the shareholders every

shareholder having the right to vote shall be entitled to vote either in person

or by proxy. Each shareholder, unless the Articles of Incorporation or statutes

provide otherwise, shall have one vote for each share having voting power

registered in such shareholder's name on the books of the Corporation. Jointly

owned shares may be voted by any joint owner unless the Corporation receives

written notice from anyone of them denying the authority of that person to vote

those shares. Upon the demand of any shareholder, the vote upon any question

before the meeting shall be by ballot. All questions shall be decided by a

majority vote of the number of shares entitled to vote and represented at the

meeting at the time of the vote except if otherwise required by statute, the

Articles of Incorporation, or these Bylaws.

 

      Section 2.06. Record Date. The Board of Directors may fix a date, not

exceeding 60 days preceding the date of any meeting of shareholders, as a record

date for the determination of the shareholders entitled to notice of, and to

vote at, such meeting, notwithstanding any transfer of shares on the books of

the Corporation after any record date so fixed. If the Board of Directors fails

to fix a record date for determination of the shareholders entitled to notice

of, and to vote at, any meeting of shareholders, the record date shall be the

20th day preceding the date of such meeting.

 

      Section 2.07. Notice of Meetings. There shall be mailed to each

shareholder, shown by the books of the Corporation to be a holder of record of

voting shares, at his address as shown by the books of the Corporation, a notice

setting out the time and place of each regular meeting and each special meeting,

except (unless otherwise provided in Section 2.04 hereof) where the meeting is

an adjourned meeting and the date, time and place of the meeting were announced

at the time of

 

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adjournment, which notice shall be mailed at least five days prior thereto

(unless otherwise provided in Section 2.04 hereof); except that notice of a

meeting at which a plan of merger or exchange is to be considered shall be

mailed to all shareholders of record, whether entitled to vote or not, at least

fourteen days prior thereto. Every notice of any special meeting called pursuant

to Section 2.03 hereof shall state the purpose or purposes for which the meeting

has been called, and the business transacted at all special meetings shall be

confined to the purposes stated in the notice. The written notice of any meeting

at which a plan of merger or exchange is to be considered shall so state such as

a purpose of the meeting. A copy or short description of the plan of merger or

exchange shall be included in or enclosed with such notice.

 

      Section 2.08. Waiver of Notice. Notice of any regular or special meeting

may be waived by any shareholder either before, at or after such meeting orally

or in writing signed by such shareholder or a representative entitled to vote

the shares of such shareholder. A shareholder, by his attendance at any meeting

of shareholders, shall be deemed to have waived notice of such meeting, except

where the shareholder objects at the beginning of the meeting to the transaction

of business because the meeting is not lawfully called or convened, or objects

before a vote on an item of business because the item may not lawfully be

considered at that meeting and does not participate in the consideration of the

item at that meeting.

 

      Section 2.09. Written Action. Any action which might be taken at a meeting

of the shareholders may be taken without a meeting if done in writing and signed

by all of the shareholders entitled to vote on that action.

 

                                  ARTICLE III.

                                    DIRECTORS

 

      Section 3.01. General Powers. The business and affairs of the Corporation

shall be managed by or under the authority of the Board of Directors, except as

otherwise permitted by statute.

 

      Section 3.02. Number, Qualification and Term of Office. Until the

organizational meeting of the Board of Directors, the number of Directors shall

be the number named by the Incorporator of the Corporation. Thereafter, the

number of Directors shall be increased or decreased from time to time by

resolution of the Board of Directors or the shareholders. Directors need not be

shareholders. Each of the Directors shall hold office until the regular meeting

of shareholders next held after such Director's election and until such

Director's successor shall have been elected and shall qualify, or until the

earlier death, resignation, removal, or disqualification of such Director.

 

      Section 3.03. Board Meetings. Meetings of the Board of Directors may be

held from time to time at such time and place within or without the State of

Minnesota as may be designated in the notice of such meeting.

 

      Section 3.04. Calling Meetings; Notice. Meetings of the Board of Directors

may be called by the Chairman of the Board by giving at least twenty-four hours'

notice, or by any other Director by giving at least five days' notice, of the

date, time and place thereof to each Director by mail, telephone, telegram or in

person. If the day or date, time and place of a meeting of the Board of

Directors has been announced at a previous meeting of the Board, no notice is

required. Notice of an

 

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adjourned meeting of the Board of Directors need not be given other than by

announcement at the meeting at which adjournment is taken.

 

      Section 3.05. Waiver of Notice. Notice of any meeting of the Board of

Directors may be waived by any Director either before, at, or after such meeting

orally or in a writing signed by such Director. A Director, by his attendance at

any meeting of the Board of Directors, shall be deemed to have waived notice of

such meeting, except where the Director objects at the beginning of the meeting

to the transaction of business because the meeting is not lawfully called or

convened and does not participate thereafter in the meeting.

 

      Section 3.06. Quorum. A majority of the Directors holding office

immediately prior to a meeting of the Board of Directors shall constitute a

quorum for the transaction of business at such meeting.

 

      Section 3.07. Absent Directors. A Director may give advance written

consent or opposition to a proposal to be acted on at a meeting of the Board of

Directors. If such Director is not present at the meeting, consent or opposition

to a proposal does not constitute presence for purposes of determining the

existence of a quorum, but consent or opposition shall be counted as a vote in

favor of or against the proposal and shall be entered in the minutes or other

record of action at the meeting, if the proposal acted on at the meeting is

substantially the same or has substantially the same effect as the proposal to

which the Director has consented or objected.

 

      Section 3.08. Conference Communications. Any or all Directors may

participate in any meeting of the Board of Directors, or of any duly constituted

committee thereof, by any means of communication through which the Directors may

simultaneously hear each other during such meeting. For the purposes of

establishing a quorum and taking any action at the meeting, such Directors

participating pursuant to this Section 3.08 shall be deemed present in person at

the meeting; and the place of the meeting shall be the place of origination of

the conference telephone conversation or other comparable communication

technique.

 

      Section 3.09. Vacancies, Newly Created Directorships. Vacancies on the

Board of Directors of this Corporation occurring by reason of death,

resignation, removal or disqualification shall be filled for the unexpired term

by a majority of the remaining Directors of the Board although less than a

quorum; newly created Directorships resulting from an increase in the authorized

number of Directors by action of the Board of Directors as permitted by Section

3.02 may be filled by a majority vote of the Directors serving at the time of

such increase; and each Director elected pursuant to this Section 3.09 shall be

a Director until such Director's successor is elected by the shareholders at

their next regular or special meeting.

 

      Section 3.10. Removal. Any or all of the Directors may be removed from

office at any time, with or without cause, by the affirmative vote of the

shareholders holding a majority of the shares entitled to vote at an election of

Directors except, as otherwise provided by the Minnesota Business Corporation

Act, Section 302A.223, as amended, when the shareholders have the right to

cumulate their votes. A Director named by the Board of Directors to fill a

vacancy may be removed from office at any time, with or without cause, by the

affirmative vote of the remaining Directors if the shareholders have not elected

Directors in the interim between the time of the appointment to fill

 

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such vacancy and the time of the removal. In the event that the entire Board or

anyone or more Directors be so removed, new Directors maybe elected at the same

meeting.

 

      Section 3.11. Committees. A resolution approved by the affirmative vote of

a majority of the Board of Directors may establish committees having the

authority of the Board in the management of the business of the Corporation to

the extent provided in the resolution. A committee shall consist of one or more

persons, who need not be Directors, appointed by affirmative vote of a majority

of the Directors present. Committees are subject to the direction and control

of, and vacancies in the membership thereof shall be filled by, the Board of

Directors.

 

      A majority of the members of the committee present at a meeting is a

quorum for the transaction of business, unless a larger or smaller proportion or

number is provided in a resolution approved by the affirmative vote of a

majority of the Directors present.

 

      Section 3.12. Written Action. Any action which might be taken at a meeting

of the Board of Directors, or any duly constituted committee thereof, may be

taken without a meeting if done in writing and signed by all of the Directors or

committee members, unless the articles provide otherwise and the action need not

be approved by the shareholders.

 

      Section 3.13. Compensation. Directors who are not salaried officers of

this Corporation shall receive such fixed sum per meeting attended or such fixed

annual sum as shall be determined, from time to time, by resolution of the Board

of Directors. The Board of Directors may, by resolution, provide that all

Directors shall receive their expenses, if any, of attendance at meetings of the

Board of Directors or any committee thereof. Nothing herein contained shall be

construed to preclude any Director from serving this Corporation in any other

capacity and receiving proper compensation therefor.

 

                                   ARTICLE IV.

                                    OFFICERS

 

      Section 4.01. Number. The officers of the Corporation shall consist of a

Chairman of the Board (if one is elected by the Board), the President, one or

more Vice Presidents (if desired by the Board), a Treasurer, a Secretary (if one

is elected by the Board) and such other officers and agents as may, from time to

time, be elected by the Board of Directors. Any number of offices may be held by

the same person.

 

      Section 4.02. Election, Term of Office and Qualifications. The Board of

Directors shall elect or appoint, by resolution approved by the affirmative vote

of a majority of the Directors present, from within or without their number, the

President, Treasurer and such other officers as may be deemed advisable, each of

whom shall have the powers, rights, duties, responsibilities, and terms in

office provided for in these Bylaws or a resolution of the Board of Directors

not inconsistent therewith. The President and all other officers who may be

Directors shall continue to hold office until the election and qualification of

their successors, notwithstanding an earlier termination of their Directorship.

 

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      Section 4.03. Removal and Vacancies. Any officer may be removed from his

office by the Board of Directors at any time, with or without cause. Such

removal, however, shall be without prejudice to the contract rights of the

person so removed. If there be a vacancy in an office of the Corporation by

reason of death, resignation or otherwise, such vacancy shall be filled for the

unexpired term by the Board of Directors.

 

      Section 4.04. Chairman of the Board. The Chairman of the Board, if one is

elected, shall preside at all meetings of the shareholders and Directors and

shall have such other duties as may be prescribed, from time to time, by the

Board of Directors.

 

      Section 4.05. President. The President shall be the chief executive

officer and shall have general active management of the business of the

Corporation. In the absence of the Chairman of the Board, he shall preside at

all meetings of the shareholders and Directors. He shall see that all orders and

resolutions of the Board of Directors are carried into effect. He shall execute

and deliver, in the name of the Corporation, any deeds, mortgages, bonds,

contracts or other instruments pertaining to the business of the Corporation

unless the authority to execute and deliver is required by law to be exercised

by another person or is expressly delegated by the articles or Bylaws or by the

Board of Directors to some other officer or agent of the Corporation. He shall

maintain records of and, whenever necessary, certify all proceedings of the

Board of Directors and the shareholders, and in general, shall perform all

duties usually incident to the office of the President. He shall have such other

duties as may, from time to time, be prescribed by the Board of Directors.

 

      Section 4.06. Vice President. Each Vice President, if one or more is

elected, shall have such powers and shall perform such duties as prescribed by

the Board of Directors or by the President. In the event of the absence or

disability of the President, the Vice President{s) shall succeed to his power

and duties in the order designated by the Board of Directors.

 

      Section 4.07. Secretary. The Secretary, if one is elected, shall be

secretary of and shall attend all meetings of the shareholders and Board of

Directors and shall record all proceedings of such meetings in the minute book

of the Corporation. He shall give proper notice of meetings of shareholders and

Directors. He shall perform such other duties as may, from time to time, be

prescribed by the Board of Directors or by the President.

 

      Section 4.08. Treasurer. The Treasurer shall be the chief financial

officer and shall keep accurate financial records for the Corporation. He shall

deposit all moneys, drafts and checks in the name of, and to the credit of, the

Corporation in such banks and depositories as the Board of Directors shall, from

time to time, designate. He shall have power to endorse, for deposit, all notes,

checks and drafts received by the Corporation. He shall disburse the funds of

the Corporation, as ordered by the Board of Directors, making proper vouchers

therefor. He shall render to the President and the Directors, whenever

requested, an account of all his transactions as Treasurer and of the financial

condition of the Corporation, and shall perform such other duties as may, from

time to time, be prescribed by the Board of Directors or by the President.

 

      Section 4.09. Compensation. The officers of the Corporation shall receive

such compensation for their services as may be determined, from time to time, by

resolution of the Board of Directors.

 

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                                   ARTICLE V.

                            SHARES AND THEIR TRANSFER

 

      Section 5.01. Certificates for Shares. All shares of the Corporation shall

be certificated shares. Every owner of shares of the Corporation shall be

entitled to a certificate, to be in such form as shall be prescribed by the

Board of Directors, certifying the number of shares of the Corporation owned by

such shareholder. The certificates for such shares shall be numbered in the

order in which they shall be issued and shall be signed, in the name of the

Corporation, by the President and by the Secretary or an assistant Secretary or

by such officers as the Board of Directors may designate. If the certificate is

signed by a transfer agent or registrar, such signatures of the corporate

officers may be by facsimile if authorized by the Board of Directors. Every

certificate surrendered to the Corporation for exchange or transfer shall be

canceled, and no new certificate or certificates shall be issued in exchange for

any existing certificate until such existing certificate shall have been so

canceled, except in cases provided for in Section 5.04.

 

      Section 5.02. Issuance of Shares. The Board of Directors is authorized to

cause to be issued shares of the Corporation up to the full amount authorized by

.the Articles of Incorporation in such amounts as may be determined by the Board

of Directors and as may be permitted by law. Shares may be issued for any

consideration, including, without limitation, in consideration of cash or other

property, tangible or intangible, received or to be received by the Corporation

under a written agreement, of services rendered or to be rendered to the

Corporation: under a written agreement, or of an amount transferred from surplus

to stated capital upon a share dividend. At the time of approval of the issuance

of shares, the Board of Directors shall state, by resolution, its determination

of the fair value to the Corporation in monetary terms of any consideration

other than cash for which shares are to be issued.

 

      Section 5.03. Transfer of Shares. Transfer of shares on the books of the

Corporation may be authorized only by the shareholder named in the certificate,

or the shareholder's legal representative, or the shareholder's duly authorized

attorney-in-fact, and upon surrender of the certificate or the certificates for

such shares. The Corporation may treat as the absolute owner of shares of the

Corporation, the person or persons in whose name shares are registered on the

books of the Corporation.

 

      Section 5.04. Loss of Certificates. Except as otherwise provided by the

Minnesota Business Corporation Act, Section 302A.419, any shareholder claiming a

certificate for shares to be lost, stolen, or destroyed shall make an affidavit

of that fact in such form as the Board of Directors shall require and shall, if

the Board of Directors so requires, give the Corporation a bond of indemnity in

form, in an amount, and with one or more sureties satisfactory to the Board of

Directors, to indemnify the Corporation against any claim which may be made

against it on account of the reissue of such certificate, whereupon a new

certificate may be issued in the same tenor and for the same number of shares as

the one alleged to have been lost, stolen or destroyed.

 

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                                   ARTICLE VI.

                           DISTRIBUTIONS, RECORD DATE

 

      Section 6.01. Distributions. Subject to the provisions of the Articles of

Incorporation, of these Bylaws, and of law, the Board of Directors may authorize

and cause the Corporation to make distributions whenever, and in such amounts or

forms as, in its opinion, are deemed advisable.

 

      Section 6.02. Record Date. Subject to any provisions of the Articles of

Incorporation, the Board of Directors may fix a date not exceeding 120 days

preceding the date fixed for the payment of any distribution as the record date

for the determination of the shareholders entitled to receive payment of the

distribution and, in such case, only shareholders of record on the date so fixed

shall be entitled to receive payment of such distribution notwithstanding any

transfer of shares on the books of the Corporation after the record date.

 

                                  ARTICLE VII.

                         BOOKS AND RECORDS, FISCAL YEAR

 

      Section 7.01. Share Register. The Board of Directors of the Corporation

shall cause to be kept at its principal executive office, or at another place or

places within the United States determined by the Board:

 

      (1)   a share register not more than one year old, containing the names

            and addresses of the shareholders and the number and classes of

            shares held by each shareholder;

 

      (2)   and a record of the dates on which certificates or transaction

            statements representing shares were issued.

 

      Section 7.02. Other Books and Records. The Board of Directors shall cause

to be kept at its principal executive office, or, if its principal executive

office is not in Minnesota, shall make available at its Minnesota registered

office within ten days after receipt by an officer of the Corporation of a

written demand for them made by a shareholder or other person authorized by the

Minnesota Business Corporation Act, Section 302A.461, originals or copies of:

 

      (1)   records of all proceedings of shareholders for the last three years;

 

      (2)   records of all proceedings of the Board for the last three years;

 

      (3)   its articles and all amendments currently in effect;

 

      (4)   its Bylaws and all amendments currently in effect;

 

      (5)   financial statements required by the Minnesota Business Corporation

            Act, Section 302A.463 and the financial statements for the most

            recent interim period prepared in the course of the operation of the

            Corporation for distribution to the shareholders or to a

            governmental agency as a matter of public record;

 

      (6)   reports made to shareholders generally within the last three years;

 

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      (7)   a statement of the names and usual business addresses of its

            Directors and principal officers; and

 

      (8)   any shareholder voting or control agreements of which the

            Corporation is aware.

 

      Section 7.03. Fiscal Year. The fiscal year of the Corporation shall be

determined by the Board of Directors.

 

                                  ARTICLE VIII.

                          LOANS, GUARANTEES, SURETYSHIP

 

      The Corporation may lend money to, guarantee an obligation of, become a

surety for, or otherwise financially assist a person if the transaction, or a

class of transactions to which the transaction belongs, is approved by the

affirmative vote of a majority of the Directors present, and:

 

      (1)   is in the usual and regular course of business of the Corporation;

 

      (2)   is with, or for the benefit of, a related corporation, an

            organization in which the Corporation has a financial interest, an

            organization with which the Corporation has a business relationship,

            or an organization to which the Corporation has the power to make

            donations;

 

      (3)   is with, or for the benefit of, an officer or other employee of the

            Corporation or a subsidiary, including an officer or employee who is

            a Director of the Corporation or a subsidiary, and may reasonably be

            expected, in the judgment of the Board, to benefit the Corporation;

            or has been approved by (a) the holders of two-thirds of the voting

            power of the shares entitled to vote which are owned by persons

            other than the interested person or persons, or (b) the unanimous

            affirmative vote of the holders of all outstanding shares whether or

            not entitled to vote.

 

Such loan, guarantee, surety contract or other financial assistance may be with

or without interest, and may be unsecured, or may be secured in the manner as a

majority of the Directors present approve, including, without limitation, a

pledge of or other security interest in shares of the Corporation. Nothing in

this Section shall be deemed to deny, limit or restrict the powers of guaranty,

surety or warranty of the Corporation at common law or under a statute of the

State of Minnesota.

 

                                   ARTICLE IX.

                       INDEMNIFICATION OF CERTAIN PERSONS

 

      The Corporation shall indemnify all officers and Directors of the

Corporation, for such expenses and liabilities, in such manner, under such

circumstances and to such extent as permitted by the Minnesota Business

Corporation Act Section 302A.521, as now enacted or hereafter amended.

 

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                                   ARTICLE X.

                                   AMENDMENTS

 

      These Bylaws may be amended or altered by a vote of the majority of the

whole Board of Directors at any meeting. Such authority of the Board of

Directors is subject to the power of the shareholders, exercisable in the manner

provided in the Minnesota Business Corporation Act, Section 3O2A.181, subd. 3,

to adopt, amend, repeal Bylaws adopted, amended, or repealed by the Board of

Directors. After the adoption of the initial Bylaws, the Board of Directors

shall not make or alter any Bylaws fixing a quorum for meetings of shareholders,

prescribing procedures for removing Directors or filling vacancies in the Board

of Directors, or fixing the number of Directors or their classifications,

qualifications, or terms of office, except that the Board of Directors may adopt

or amend any bylaw to increase their number.

 

                                   ARTICLE XI.

                        SECURITIES OF OTHER CORPORATIONS

 

      Section 11.01. Voting Securities Held by the Corporation. Unless otherwise

ordered by the Board of Directors, the President shall have full power and

authority on behalf of the Corporation (a) to attend any meeting of security

holders of other corporations in which the Corporation may hold securities and

to vote such securities on behalf of this Corporation; (b) to execute any proxy

for such meeting on behalf of the Corporation; or (c) to execute a written

action in lieu of a meeting of such other corporation on behalf of this

Corporation. At such meeting, the President shall possess and may exercise any

and all rights and powers incident to the ownership of such securities that the

Corporation possesses. The Board of Directors may, from time to time, grant such

power and authority to one or more other persons and may remove such power and

authority from the President or any other person or persons.

 

      Section 11.02. Purchase and Sale of Securities. Unless otherwise ordered

by the Board of Directors, the President shall have full power and authority on

behalf of the Corporation to purchase, sell, transfer or encumber any and all

securities of any other corporation owned by the Corporation, and may execute

and deliver such documents as may be necessary to effectuate such purchase,

sale, transfer or encumbrance. The Board of Directors may, from time to time,

confer like powers upon any other person or persons.

 

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