BYLAWS

                                       OF

                             POLARIS INDUSTRIES INC.

 

                                      -O0O-

 

 

Polaris Industries Inc., a corporation organized under Minnesota Statutes

Chapter 302A.

 

                                    ARTICLE I

 

                             MEETING OF SHAREHOLDERS

 

     Section 1.01   PLACE OF MEETINGS.  Each meeting of the shareholders shall

be held at the principal executive office of the Corporation or at such other

place as may be designated by the Board of Directors or the Chief Executive

Officer; provided, however, that any meeting called by or at the demand of a

shareholder or shareholders shall be held in the county where the principal

executive office of the Corporation is located.

 

     Section 1.02   REGULAR MEETINGS.  Regular meetings of the shareholders may

be held on an annual or other less frequent basis as determined by the Board of

Directors; provided, however, that if a regular meeting has not been held during

the immediately preceding 15 months, a shareholder or shareholders holding three

percent (3%) or more of the voting power of all shares entitled to vote may

demand a regular meeting of shareholders by written demand given to the Chief

Executive Officer or Chief Financial Officer of the Corporation.  At each

regular meeting the shareholders 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 may transact any

other business as may properly come before them, provided, however, that no

business with respect to which special notice is required by law shall be

transacted unless such notice shall have been given.

 

     Section 1.03   SPECIAL MEETINGS.  A special meeting of the shareholders may

be called for any purpose or purposes at any time by the Chief Executive

Officer; by the Chief Financial Officer; by the Board of Directors or any two or

more members thereof; or by one or more shareholders holding not less than ten

percent (10%) of the voting power of all shares of the Corporation entitled to

vote, who shall demand such special meeting by written notice given to the Chief

Executive Officer or the Chief Financial Officer of the Corporation specifying

the purposes of such meeting except that a special meeting for the purpose of

considering any action to directly or indirectly facilitate or effect 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

 

 

 

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twenty five percent (25%) or more of the voting power of all shares entitled to

vote.

 

     Section 1.04   MEETINGS HELD UPON SHAREHOLDER DEMAND. Within 30 days after

receipt of a demand by the Chief Executive Officer or the Chief Financial

Officer from any shareholder or shareholders entitled to call a meeting of the

shareholders, it shall be the duty of the Board of Directors of the Corporation

to cause a special or regular meeting of shareholders, as the case may be, to be

duly called and held on notice no later than 90 days after receipt of such

demand.  If the Board fails to cause such a meeting to be called and held as

required by this Section, the shareholder or shareholders making the demand may

call the meeting by giving notice as provided in Section 1.06 hereof at the

expense of the Corporation.

 

     Section 1.05   ADJOURNMENTS.  Any meeting of the shareholders may be

adjourned from time to time to another date, time and place.  If any meeting of

the shareholders is so adjourned, no notice as to such adjourned meeting need be

given if the date, time and place at which the meeting will be reconvened are

announced at the time of adjournment.  At any adjourned meeting at which a

quorum is present, any business may be transacted which may have been transacted

at the meeting as originally noticed.

 

     Section 1.06   NOTICE OF MEETINGS.  Unless otherwise required by law,

written notice of each meeting of the shareholders, stating the date, time and

place and, in the case of a special meeting, the purpose or purposes, shall be

given at least ten days and not more than 60 days prior to the meeting to every

holder of shares entitled to vote at such meeting except as specified in Section

1.05 or as otherwise permitted by law.  The business transacted at a special

meeting of shareholders is limited to the purposes stated in the notice of the

meeting.

 

     Section 1.07   WAIVER OF NOTICE.  A shareholder may waive notice of the

date, time, place and purpose or purposes of a meeting of shareholders.  A

waiver of notice by a shareholder entitled to notice is effective whether given

before, at or after the meeting, and whether given in writing, orally or by

attendance.  Attendance by a shareholder at a meeting is a waiver of notice of

that meeting, unless 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 1.08   VOTING RIGHTS.  Subdivision 1.  A shareholder shall have one

vote for each share held which is entitled to vote.  Except as otherwise

required by law, a holder of shares entitled to vote may vote any portion of the

shares in any way the shareholder

 

 

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chooses.  If a shareholder votes without designating the proportion or number of

shares voted in a particular way, the shareholder is deemed to have voted all of

the shares in that way.

 

     Subdivision 2.  The Board of Directors may fix a date not more than 60 days

before the date of a meeting of shareholders as the record date for the

determination of the holders of shares entitled to notice of and entitled to

vote at the meeting.  When a record date is so fixed, only shareholders on that

date are entitled to notice of and permitted to vote at that meeting of

shareholders 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 1.09   PROXIES.  A shareholder may cast or authorize the casting of

a vote by filing a written appointment of a proxy with an officer of the

Corporation at or before the meeting at which the appointment is to be

effective.  The shareholder may sign or authorize the written appointment by

telegram, cablegram or other means of electronic transmission setting forth or

submitted with information sufficient to determine that the shareholder

authorized such transmission.  Any copy, facsimile, telecommunication or other

reproduction of the original of either the writing or transmission may be used

in lieu of the original, provided that it is a complete and legible reproduction

of the entire original.

 

     Section 1.10   QUORUM.  The holders of a majority of the voting power of

the shares entitled to vote at a shareholder's meeting are a quorum for the

transaction of business at a regular or special meeting.  If a quorum is present

when a duly called or held meeting is convened, the shareholders present may

continue to transact business until adjournment, even though the withdrawal of a

number of the shareholders originally present leaves less than the proportion or

number otherwise required for a quorum.

 

     Section 1.11   ACTS OF SHAREHOLDERS.  Subdivision 1.  Except as otherwise

required by law or specified in the Articles of Incorporation of the

Corporation, the shareholders shall take action by the affirmative vote of the

holders of the greater of (a) a majority of the voting power of the shares

present and entitled to vote on that item of business or (b) a majority of the

voting power of the minimum number of shares entitled to vote that would

constitute a quorum for the transaction of business at a duly held meeting of

shareholders.

 

     Subdivision 2.  A shareholder voting by proxy authorized to vote on less

than all items of business considered at the meeting shall be considered to be

present and entitled to vote only with

 

 

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respect to those items of business for which the proxy has authority to vote.  A

proxy who is given authority by a shareholder who abstains with respect to an

item of business shall be considered to have authority to vote on that item of

business.

 

     Section 1.12   ACTION WITHOUT A MEETING.  Any action required or permitted

to be taken at a meeting of the shareholders of the Corporation may be taken

without a meeting by written action signed by all of the shareholders entitled

to vote on that action.  The written action is effective when it has been signed

by all of those shareholders, unless a different effective time is provided in

the written action.

 

 

                                   ARTICLE II

 

                                    DIRECTORS

 

     Section 2.01   NUMBER.  The number of directors of the Corporation shall be

no less than three (3) and no more than fifteen (15) as determined from time to

time by the Board of Directors.  Except as otherwise required in the Articles of

Incorporation and as provided by Section 2.02 of this Article II, directors

shall be elected by a majority of the votes cast at annual meetings of

shareholders, and each director as elected shall hold office as provided in

Article X of the Articles of Incorporation.

 

     Section 2.02   VACANCIES.  Vacancies on the Board of Directors resulting

from the death, resignation, removal or disqualification of a director may be

filled by the affirmative vote of a majority of the remaining members of the

Board, though less than a quorum.  Vacancies on the Board resulting from newly

created directorships may be filled by the affirmative vote of a majority of the

directors serving at the time such directorships are created.  Each person

elected to fill a vacancy shall hold office until a qualified successor is

elected by the shareholders at the next regular meeting or at any special

meeting duly called for that purpose.

 

     Section 2.03   PLACE OF MEETINGS.  Each meeting of the Board of Directors

shall be held at the principal executive office of the Corporation or at such

other place as may be designated from time to time by a majority of the members

of the Board or by the Chief Executive Officer.  A meeting may be held by

conference among the directors using any means of communication through which

the directors may simultaneously hear each other during the conference.

 

     Section 2.04   REGULAR MEETINGS.  Regular meetings of the Board of

Directors for the election of officers and the transaction of any other business

shall be held without notice at the place of and immediately after each regular

meeting of the shareholders.

 

 

 

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     Section 2.05   SPECIAL MEETINGS.  A special meeting of the Board of

Directors may be called for any purpose or purposes at any time by any member of

the Board by giving not less than two days' notice to all directors of the date,

time and place of the meeting, provided that when notice is mailed, at least

four days' notice shall be given.  The notice need not state the purpose of the

meeting.

 

     Section 2.06   WAIVER OF NOTICE; PREVIOUSLY SCHEDULED MEETINGS.

Subdivision 1.  A director of the Corporation may waive notice of the date, time

and place of a meeting of the Board.  A waiver of notice by a director entitled

to notice is effective whether given before, at or after the meeting, and

whether given in writing, orally or by attendance.  Attendance by a director at

a meeting is a waiver of notice of that meeting, unless the director objects at

the beginning of the meeting to the transaction of business because the meeting

is not lawfully called or convened and thereafter does not participate in the

meeting.

 

     Subdivision 2.  If the day or date, time and place of a Board meeting have

been provided herein or announced at a previous meeting of the Board, no notice

is required.  Notice of an adjourned meeting need not be given other than by

announcement at the meeting at which adjournment is taken of the date, time and

place at which the meeting will be reconvened.

 

     Section 2.07   QUORUM.  The presence in person of a majority of the

directors currently holding office shall be necessary to constitute a quorum for

the transaction of business.  In the absence of a quorum, a majority of the

directors present may adjourn a meeting from time to time without further notice

until a quorum is present.  If a quorum is present when a duly called or held

meeting is convened, the directors present may continue to transact business

until adjournment, even though the withdrawal of a number of the directors

originally present leaves less than the proportion or number otherwise required

for a quorum.

 

     Section 2.08   ACTS OF BOARD.  Except as otherwise required by law or

specified in the Articles of Incorporation of the Corporation, the Board shall

take action by the affirmative vote of a majority of the directors present at a

duly held meeting.

 

     Section 2.09   PARTICIPATION BY ELECTRONIC COMMUNICATIONS. A director may

participate in a Board meeting by any means of communication through which the

director, other directors so participating and all directors physically present

at the meeting may simultaneously hear each other during the meeting.  A

director so participating shall be deemed present in person at the meeting.

 

     Section 2.10   ABSENT DIRECTORS. A director of the Corporation may give

advance written consent or opposition to a proposal to be acted on at a Board

meeting.  If the director is not

 

 

 

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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 2.11   ACTION WITHOUT A MEETING.  An action required or permitted

to be taken at a Board meeting may be taken without a meeting by written action

signed by all of the directors.  Any action, other than an action requiring

shareholder approval, if the Articles of Incorporation so provide, may be taken

by written action signed by the number of directors that would be required to

take the same action at a meeting of the Board at which all directors were

present.  The written action is effective when signed by the required number of

directors, unless a different effective time is provided in the written action.

When written action is permitted to be taken by less than all directors, all

directors shall be notified immediately of its text and effective date.

 

     Section 2.12   COMMITTEES.  A resolution approved by the affirmative vote

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

Board in the management of the business of the Corporation only to the extent

provided in the resolution.  Committees may include a special litigation

committee consisting of one or more independent directors or other independent

persons to consider legal rights or remedies of the Corporation in whether those

rights and remedies should be pursued.  Committees, other than special

litigation committees and committees formed pursuant to Section 302A.673,

subdivision 1, paragraph (d) of the Minnesota Statutes.  Committees shall be

subject at all times to the direction and control of the Board. A committee

shall consist of one or more natural persons, who need not be directors,

appointed by affirmative vote of a majority of the directors present at a duly

held Board meeting. Section 2.03 and Sections 2.05 and 2.11 hereof shall apply

to committees and members of committees to the same extent as those sections

apply to the Board and directors.  Minutes, if any, of committee meetings shall

be made available upon request to members of the committee and to any director.

 

     Section 2.13   COMPENSATION.  The Board may fix the compensation, if any,

of directors.

 

 

                          ARTICLE III

 

                            OFFICERS

 

 

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     Section 3.01   NUMBER AND DESIGNATION.  The Corporation shall have one or

more natural persons exercising the functions of the offices of Chief Executive

Officer and Chief Financial Officer.  The Board of Directors may elect or

appoint such other officers or agents as it deems necessary for the operation

and management of the Corporation, with such powers, rights, duties and

responsibilities as may be determined by the Board, including, without

limitation, a President, one or more Vice Presidents, a Secretary and a

Treasurer, each of whom shall have the powers, rights, duties and

responsibilities set forth in these Bylaws unless otherwise determined by the

Board.  Any of the offices or functions of those offices may be held by the same

person.

 

     Section 3.02   CHIEF EXECUTIVE OFFICER.  Unless provided otherwise by a

resolution adopted by the Board of Directors, the Chief Executive Officer (a)

shall have the general active management of the business of the Corporation; (b)

shall, when present, preside at all meetings of the shareholders and Board; (c)

shall see that all orders and resolutions of the Board are carried into effect;

(d) may maintain records of and certify proceedings of the Board and

shareholders; and (e) shall perform such other duties as may from time be

assigned by the Board.

 

     Section 3.03   CHIEF FINANCIAL OFFICER.  Unless provided otherwise by a

resolution adopted by the Board of Directors, the Chief Financial Officer (a)

shall keep accurate financial records for the Corporation; (b) shall deposit all

monies, drafts and checks in the name of and to the credit of the Corporation in

such banks and depositories as the Board shall designate from time to time; (c)

shall endorse for deposit all notes, checks and drafts received by the

Corporation as ordered by the Board, making proper vouchers therefor; (d) shall

disburse corporate funds and issue checks and drafts in the name of the

Corporation, as ordered by the Board; (e) shall render to the Chief Executive

Officer and the Board, whenever requested, an account of all of such officer's

transactions as Chief Financial Officer and of the financial condition of the

Corporation; and (f) shall perform such other duties as may be prescribed by the

Board or the Chief Executive Officer from time to time.

 

     Section 3.04   PRESIDENT.  Unless otherwise determined by the Board of

Directors, the President shall be the Chief Executive Officer of the

Corporation.  If an officer other than the President is designated Chief

Executive Officer, the President shall perform such duties as may from time to

time be assigned by the Board.

 

     Section 3.05   VICE PRESIDENTS.  Any one or more Vice Presidents, if any,

may be designated by the Board of Directors as Executive Vice Presidents or

Senior Vice Presidents.  During the absence or disability of the President, it

shall be the duty of the highest ranking Executive Vice President, and, in the

absence of any such Vice President, it shall be the duty of the highest

 

 

 

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ranking Senior Vice President or other Vice President, who shall be present at

the time and able to act, to perform the duties of the President.  The

determination of who is the highest ranking of two or more persons holding the

same office shall, in the absence of specific designation of order of rank by

the Board, be made on the basis of the earliest date of appointment or election,

or in the event of simultaneous appointment or election, on the basis of the

longest continuous employment by the Corporation.

 

     Section 3.06   SECRETARY.  The Secretary, unless otherwise determined by

the Board of Directors, shall attend all meetings of the shareholders and all

meetings of the Board, shall record or cause to be recorded all proceedings

thereof in a book to be kept for that purpose, and may certify such proceedings.

Except as otherwise required or permitted by law or by these Bylaws, the

Secretary shall give or cause to be given notice of all meetings of the

shareholders and all meetings of the Board.

 

     Section 3.07   TREASURER.  Unless otherwise determined by the Board of

Directors, the Treasurer shall be the Chief Financial Officer of the

Corporation.  If an officer other than the Treasurer is designated Chief

Financial Officer, the Treasurer shall perform such duties as may from time to

time be assigned by the Board.

 

     Section 3.08   AUTHORITY AND DUTIES.  In addition to the foregoing

authority and duties, all officers of the Corporation shall respectively have

such authority and perform such duties in the management of the business of the

Corporation as may be designated from time to time by the Board of Directors.

Unless prohibited by a resolution approved by the affirmative vote of a majority

of the directors present, an officer elected or appointed by the Board may,

without the approval of the Board, delegate some or all of the duties and powers

of an office to other persons.

 

     Section 3.09   TERM.  Subdivision 1.  All officers of the Corporation shall

hold office until their respective successors are chosen and have qualified or

until their earlier death, resignation or removal.

 

     Subdivision 2.  An officer may resign at any time by giving written notice

to the Corporation.  The resignation is effective without acceptance when the

notice is given to the Corporation, unless a later effective date is specified

in the notice.

 

     Subdivision 3.  An officer may be removed at any time, with or without

cause, by a resolution approved by the affirmative vote of a majority of the

directors present at a duly held Board meeting.

 

     Subdivision 4.  A vacancy in an office because of death, resignation,

removal, disqualification or other cause may, or in the case of a vacancy in the

office of Chief Executive Officer or

 

 

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Chief Financial Officer shall, be filled for the unexpired portion of the term

by the Board.

 

     Section 3.10   SALARIES.  The salaries of all officers of the Corporation

shall be fixed by the Board of Directors or by the Chief Executive Officer if

authorized by the Board.

 

 

                                   ARTICLE IV

 

                              CERTIFICATE OF SHARES

 

     Section 4.01   CERTIFICATE OF SHARES.  Subdivision 1.  Each certificate of

shares of the Corporation shall be signed by the Chief Executive Officer, or the

President or any Vice President, and the Chief Financial Officer, or the

Secretary or any Assistant Secretary, but when a certificate is signed by a

transfer agent or a registrar, the signature of any such officer and the

corporate seal upon such certificate may be facsimiles, engraved or printed.  If

a person signs or has a facsimile signature placed upon a certificate while an

officer, transfer agent or registrar of the Corporation, the certificate may be

issued by the Corporation, even if the person has ceased to serve in that

capacity before the certificate is issued, with the same effect as if the person

had that capacity at the date of its issue.

 

     Subdivision 2.  A certificate representing shares issued by the Corporation

shall, if the Corporation is authorized to issue shares of more than one class

or series, set forth upon the face or back of the certificate, or shall state

that the Corporation will furnish to any shareholder upon request and without

charge, a full statement of the designations, preferences, limitations and

relative rights of the shares of each class or series authorized to be issued,

so far as they have been determined, and the authority of the Board to determine

the relative rights and preferences of subsequent classes or series.

 

     Section 4.02   DECLARATION OF DIVIDENDS AND OTHER DISTRIBUTIONS.  The Board

of Directors shall have the authority to declare dividends and other

distributions upon the shares of the Corporation to the extent permitted by law.

 

     Section 4.03   TRANSFER OF SHARES.  Shares of the Corporation may be

transferred only on the books of the Corporation by the holder thereof, in

person or by such person's attorney.  In the case of certificated shares, shares

shall be transferred only upon surrender and cancellation of certificates for a

like number of shares.  The Board of Directors, however, may appoint one or more

transfer agents and registrars to maintain the share records of the Corporation

and to effect transfers of shares.

 

 

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     Section 4.04   RECORD DATE.  The Board of Directors may fix a time, not

exceeding 60 days preceding the date fixed for the payment of any dividend or

other distribution, as a record date for the determination of the shareholders

entitled to receive payment of such dividend or other distribution, and in such

case only shareholders of record on the date so fixed shall be entitled to

receive payment of such dividend or other distribution, notwithstanding any

transfer of any shares on the books of the Corporation after any record date so

fixed.

 

                                    ARTICLE V

 

                                  MISCELLANEOUS

 

     Section 5.01   EXECUTION OF INSTRUMENTS.  All deeds, mortgages, bonds,

checks, contracts and other instruments pertaining to the business and affairs

of the Corporation shall be signed on behalf of the Corporation by the Chief

Executive Officer, or the President, or any Vice President, or by such other

person or persons as may be designated from time to time by the Board of

Directors.  If a document must be executed by persons holding different offices

or functions and one person holds such offices or exercises such functions, that

person may execute the document in more than one capacity if the document

indicates each such capacity.

 

     Section 5.02   ADVANCES.  The Corporation may, without a vote of the

directors, advance money to its directors, officers or employees to cover

expenses that can reasonably be anticipated to be incurred by them in the

performance of their duties and for which they would be entitled to

reimbursement in the absence of an advance.

 

     Section 5.03   FISCAL YEAR.  The fiscal year of the Corporation shall be

determined by the Board of Directors.

 

     Section 5.04   CORPORATE SEAL.     The Corporation shall have no corporate

seal.

 

                                   ARTICLE VI

 

                                 INDEMNIFICATION

 

     Section 6.01   INDEMNIFICATION.    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 section

302A.521 of the Minnesota Business Corporation Act, as now enacted or hereafter

amended.  The Board of Directors may authorize the purchase and maintenance of

insurance and/or the execution of individual agreements for the purpose of such

indemnification, and the Corporation shall advance all reasonable costs and

expenses

 

 

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(including attorneys' fees) incurred in defending any action, suit or proceeding

to all persons entitled to indemnification under this Section 6.01, all in the

manner, under the circumstances and to the extent permitted by Section 302A.521

of the Minnesota Business Corporation Act, as now enacted or hereafter amended.

Unless otherwise approved by the Board of Directors, the Corporation shall not

indemnify any employee of the Corporation who is not otherwise entitled to

indemnification pursuant to this Section 6.01.

 

                                   ARTICLE VII

 

                        SECURITIES OF OTHER CORPORATIONS

 

     Section 7.01   VOTING SECURITIES HELD BY THE CORPORATION. Unless otherwise

ordered by the Board of Directors, the Chief Executive Officer shall have full

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

security holders of other corporations in which the Corporation may hold

securities and vote such securities on behalf of the 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 the

Corporation. At such meeting, the Chief Executive Officer 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 andy

may remove such power and authority from the Chief Executive Officer or any

other person or persons.

 

     Section 7.02   PURCHASE AND SALE OF SECURITIES.  Unless otherwise ordered

by the Board of Directors, the Chief Executive Officer 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 other person or persons.

 

 

                                  ARTICLE VIII

 

                                   AMENDMENTS

 

     Section 8.01.  AMENDMENTS.  Subject to the power of shareholders to adopt,

amend, or repeal these Bylaws as provided in Minnesota Statutes Section

302A.181, subdivision 3, any Bylaw may be amended or repealed by the Board of

Directors at any meeting, provided that, after adoption of the initial Bylaws,

the Board shall not adopt, amend, or repeal a Bylaw fixing a quorum for meetings

of shareholders, prescribing procedures for removing directors or filling

vacancies in the Board, or fixing the number

 

 

 

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of directors or their classifications, qualifications, or terms of office.  The

Board may adopt or amend a Bylaw to increase the number of directors.

 

 

Polaris Industries Inc.
Bylaws As Amended and Restated on April 29, 2010
 
(Sections 1.13 and 2.14)

     Section 1.13 Proposals Regarding Business Other Than Director Nominations. Subdivision 1. The proposal of business (other than the nomination and election of Directors, which is subject to Section 2.14) to be considered by the shareholders at a regular meeting of shareholders may be made (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any shareholder of the Corporation who complies with this Section 1.13.

     Subdivision 2. The business transacted at any special meeting of shareholders is limited to the purpose or purposes stated in the notice of the meeting given pursuant to Section 1.06. For business to be properly brought before a special meeting by a shareholder, the shareholder must, in addition to any other applicable requirements, comply with the requirements of Subdivision 4 through Subdivision 8 of this Section 1.13.

     Subdivision 3. For business to be properly brought before a regular meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be received by the Secretary not less than 90 days prior to the first anniversary of the preceding year’s regular meeting. If, however, the date of the regular meeting is more than 30 days before or 60 days after such anniversary date, notice by a shareholder is timely only if so received not less than 90 days before the regular meeting or, if later, within 10 days after the first public announcement of the date of the regular meeting. Except to the extent otherwise required by law, the adjournment of a regular meeting will not commence a new time period for the giving of a shareholder’s notice as required above.

     Subdivision 4. A shareholder’s notice to the Corporation must set forth as to each matter the shareholder proposes to bring before a regular or special meeting:

     A. a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;

     B. any material interest in such business of the shareholder and of any Associated Person of such shareholder;

     C. the name and address of such shareholder, as they appear on the Corporation’s books and of any Associated Person of such shareholder;

     D. (1) the class or series (if any) and number of shares of the Corporation that are beneficially owned by such shareholder or any Associated Person of such shareholder, (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a

 


 

value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right is subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) owned beneficially by such shareholder or any Associated Person of such shareholder, and any other opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder or any Associated Person of such shareholder has a right to vote any shares of the Corporation, (4) any short interest of such shareholder or any Associated Person of such shareholder in any security of the Corporation (for purposes of these Bylaws, a person shall be deemed to have a “short interest” in a security if such person has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder or any Associated Person of such shareholder that are separated or separable from the underlying shares of the Corporation, (6) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or any Associated Person of such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (7) any performance-related fees (other than an asset-based fee) that such shareholder or any Associated Person of such shareholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s or any Associated Person of such shareholder’s immediate family sharing the same household (which information called for by this Subdivision 4.D. shall be supplemented by such shareholder not later than 10 days after the record date for the meeting to update and disclose such information as of the record date);

     E. a representation that the shareholder is a holder of record of shares entitled to vote at the meeting, will continue to be a holder of record of shares entitled to vote at the meeting through the date of the meeting and intends to appear in person or by proxy at the meeting to make the proposal; and

     F. a representation that the shareholder will update and supplement the notice to the Secretary to the Board of Directors of the Corporation in writing, so that the notice is true and correct, in all material respects, as of the record date for the meeting (which update must be received by the Secretary to the Board of Directors not later than 10 days after the record date).

     Subdivision 5. In addition, if any of the foregoing information changes in any material respect from the date the notice is received through the date of the meeting, the shareholder shall promptly supplement such information to reflect such change by notice in writing to the Secretary to the Board of Directors at the Corporation’s principal executive offices.

     Subdivision 6. For purposes of this Section 1.13 and Section 2.14, “Associated Person” of any shareholder shall mean (i) any nominee proposed by such shareholder to serve on the

 


 

Corporation’s Board of Directors, (ii) any member of the immediate family of such shareholder or proposed nominee(s) sharing the same household with such shareholder or proposed nominee(s), (iii) any person controlling, controlled by, or under common control with, such shareholder or proposed nominee(s), (iv) any person acting in concert or as part of a group (within the meaning of the Exchange Act and the regulations promulgated thereunder) with such shareholder or proposed nominee(s), or (v) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder or proposed nominee(s).

     Subdivision 7. For purposes of this Section 1.13, “public announcement” means disclosure (i) when made in a press release reported by Dow Jones News Service, Associated Press or comparable national news service, (ii) when contained in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, or (iii) when given as the notice of the meeting pursuant to Section 1.06.

     Subdivision 8. With respect to this Section 1.13, a shareholder must also comply with all applicable requirements of Minnesota law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.13.

     Subdivision 9. The presiding officer at such meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the procedures described in this Section 1.13 and, if the presiding officer so determines, any such business not properly brought before the meeting shall not be transacted.

     Subdivision 10. Notwithstanding anything to the contrary in this Section 1.13, this Section 1.13 does not apply to any shareholder proposal made pursuant to Rule 14a-8 promulgated under the Exchange Act. The requirements, procedures and notice deadlines of Rule 14a-8 shall govern any proposal made pursuant thereto.

 


 

     Section 2.14 Director Nominations. Subdivision 1. Only persons who are nominated in accordance with the procedures set forth in this Section 2.14 are eligible for election as Directors at a regular meeting of shareholders, unless otherwise provided in the articles of incorporation. Nominations of persons for election to the Board of Directors may be made at a regular meeting of shareholders (i) by or at the direction of the Board of Directors or (ii) by any shareholder entitled to vote for the election of Directors who complies with the procedures set forth in this Section 2.14.

     Subdivision 2. Nominations by shareholders must be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice of nominations to be made at a regular meeting must be received by the Secretary not less than 90 days prior to the first anniversary of the preceding year’s regular meeting. If, however, the date of the regular meeting is more than 30 days before or 60 days after such anniversary date, notice by a shareholder is timely only if so received not less than 90 days before the regular meeting or, if later, within 10 days after the first public announcement of the date of the regular meeting. Except to the extent otherwise required by law, the adjournment of a regular meeting will not commence a new time period for the giving of a shareholder’s notice as described above.

     Subdivision 3. A shareholder’s notice to the Corporation of nominations for a regular or special meeting of shareholders must set forth:

     A. as to each person whom the shareholder proposes to nominate for election or re-election as a Director: (1) the person’s name, (2) all information relating to the person that would be required to be disclosed in solicitations subject to Rule 14a-12(c) under the Exchange Act or that is required pursuant to any other provision of Regulation 14A or any other applicable regulation under the Exchange Act, and (3) the person’s written consent to be named in the proxy statement as a nominee and to serve as a Director if elected; and

     B. as to the shareholder giving the notice: (1) the name and address of such shareholder, as they appear on the Corporation’s books, and of any Associated Persons on whose behalf the nomination is made, (2) the information called for by Subdivision 4.D. of Section 1.13 hereof with respect to such shareholder and any such Associated Person, (3) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote for the election of Directors, will continue to be a holder of record of shares entitled to vote for the election of Directors through the date of the meeting, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and (4) a representation that the shareholder will update and supplement the notice to the Secretary to the Board of Directors of the Corporation in writing, so that the notice is true and correct, in all material respects, as of the record date for the meeting (which update must be received by the Secretary to the Board of Directors not later than 10 days after the record date).

     Subdivision 4. In addition, if any of the foregoing information changes in any material respect from the date the notice is received through the date of the meeting, the shareholder shall promptly supplement such information to reflect such change by notice in writing to the Secretary to the Board of Directors at the Corporation’s principal executive offices.

     Subdivision 5. For purposes of this Section 2.14, “public announcement” means disclosure (i) when made in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, (ii) when contained in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, or (iii) when given as the notice of the meeting pursuant to Section 1.06.

     Subdivision 6. With respect to this Section 2.14, a shareholder must also comply with all applicable requirements of Minnesota law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.14.

     Subdivision 7. The presiding officer at such meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed in this Section 2.14 and, if the presiding officer so determines, the defective nomination shall be disregarded.

     Subdivision 8. Notwithstanding anything to the contrary in this Section 2.14, if the Securities and Exchange Commission adopts final rules requiring in certain events the inclusion in the Corporation’s proxy materials of persons nominated by shareholders for election to the Board of Directors, then the requirements, procedures and notice deadlines of such final rules and not this Section 2.14 shall govern any nomination made pursuant to such final rules as if the Corporation had no advance-notice requirements for such nomination.

[As filed 4/30/2010]