BYLAWS
OF
MERCURY WASTE SOLUTIONS, INC.
ARTICLE
OFFICES, CORPORATE SEAL
AND SHAREHOLDER CONTROL AGREEMENT
SECTION 0.1 Registered and Other Offices. The registered office of the
Corporation in Minnesota shall be as set forth in the Articles of Incorporation
or in the most recent amendment of the Articles of Incorporation or statement of
the Board of Directors filed with the Secretary of State of Minnesota changing
the registered office in the manner prescribed by law. The Corporation may have
such other offices, within or without the State of Minnesota, as the Board of
Directors shall, from time to time, determine.
SECTION 0.2 Corporate Seal. If so directed by the Board of Directors by
resolution, the Corporation may use a corporate seal. The failure to use such
seal, however, shall not affect the validity of any documents executed on behalf
of the Corporation. The seal need only include the word "seal", but it may also
include, at the discretion of the Board, such additional wording as is permitted
by law.
SECTION 0.3 Shareholder Control or Voting Agreement. In the event of
any conflict or inconsistency between these Bylaws, or any amendment thereto,
and any shareholder control or voting agreement, whenever adopted, such
shareholder control or voting agreement shall govern.
ARTICLE 1
MEETINGS OF SHAREHOLDERS
SECTION 1.1 Time and Place of Meetings. Regular or special meetings of
the shareholders, if any, shall be held on the date and at the time and place
fixed by the Chairman of the Board, except that a regular or special meeting
called by, or at the demand of a shareholder or shareholders, pursuant to
Minnesota Statutes, Xxxxxxx 000X.000, Xxxx. 0, xxxxx xx held in the county where
the principal executive office is located.
SECTION 1.2 Regular Meetings. At any regular meeting of the
shareholders, there shall be an election of qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six (6) months after the date of the meeting. Any business
appropriate for action by the shareholders may be transacted at a regular
meeting. No meeting shall be considered a regular meeting unless specifically
designated as such in the notice of meeting or unless all the shareholders are
present in person or by proxy and none of them objects to such designation.
Regular meetings may be held no more frequently than once per year.
SECTION 1.3 Demand by Shareholders. Regular or special meetings may be
demanded by a shareholder or shareholders, pursuant to the provisions of
Minnesota Statutes, Sections 302A.431, Subd. 2, and 302A.433, Subd. 2,
respectively. If a regular meeting of shareholders has not been held during the
immediately preceding fifteen (15) months, a shareholder or shareholders holding
three (3) percent or more of the voting power of all shares entitled to vote may
demand a regular meeting of shareholders by written notice of demand given to
the chief executive officer or the chief financial officer of the Corporation. A
shareholder or shareholders holding ten (10) percent or more of the voting power
of all shares entitled to vote may demand a special meeting of shareholders by
written notice of demand given to the chief executive officer or chief financial
officer of the Corporation and containing the purposes of the meeting. Within
thirty (30) days after receipt of the demand by one of those officers, the Board
shall cause a regular or special meeting of shareholders, as applicable, to be
called and held on notice no later than ninety (90) days after receipt of the
demand, all at the expense of the Corporation. If the Board fails to cause a
regular or special meeting, as applicable, to be called and held as required
herein, the shareholder or shareholders making the demand may call the meeting
by giving notice as required by Minnesota Statutes, Section 302A.435, all at the
expense of the Corporation. The business transacted at a special meeting is
limited to the purposes stated in the notice of the meeting. Any business
transacted at a special meeting that is not included in those stated purposes is
voidable by or on behalf of the Corporation, unless all of the shareholders have
waived notice of the meeting in accordance with Minnesota Statutes, Section
302A.435.
SECTION 1.4 Quorum; Adjourned Meetings. The holders of a majority of
the voting power of the shares entitled to vote at a meeting constitute a quorum
for the transaction of business; said holders may be present at the meeting
either in person or by proxy. 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 withdrawal of shareholders originally present
leaves less than the proportion or number otherwise required for a quorum;
provided, however, that any action by the shareholders shall require the
affirmative vote of a majority of the voting power of the shareholders present
and entitled to vote, which must also constitute a majority of the required
quorum, unless a larger proportion or number of votes is required by the
Articles of Incorporation or by statute. In case a quorum shall not be present
in person or by proxy at a meeting, those present in person or by proxy may
adjourn to such day as they shall, by majority vote, agree upon, and a notice of
such adjournment shall be mailed to each shareholder entitled to vote at least
five (5) days before such adjourned meeting. If a quorum is present in person or
by proxy, a meeting may be adjourned from time to time without notice, other
than announcement at the meeting. At adjourned meetings at which a quorum is
present in person or by proxy, any business may be transacted at the meeting as
originally noticed.
SECTION 1.5 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. Unless otherwise provided by the Articles of Incorporation or a
resolution of the Board of Directors filed with the Secretary of State, each
shareholder shall have one vote for each share held. Upon demand of any
shareholder, the vote upon any question before the meeting shall be by ballot.
SECTION 1.6 Notice of Meetings. Notice of all meetings of shareholders
shall be given to every holder of voting shares, except where the meeting is an
adjourned meeting and the date, time and place of the meeting were announced at
the time of adjournment. Notice of regular meetings of shareholders shall be
given at least fourteen (14), but not more than sixty (60) days before the date
of the meeting. Notice of special meetings of shareholders may be given upon not
less than five (5) nor more than sixty (60) days, except that written notice of
a meeting at which an agreement of merger is to be considered shall be given to
all shareholders, whether entitled to vote or not, at least fourteen (14) days
prior thereto. Every notice of any special meeting 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 purpose stated in the call, unless
all of the shareholders are present in person or by proxy and none of them
objects to consideration of a particular item of business.
SECTION 1.7 Waiver of Notice. A shareholder may waive notice of any
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.
SECTION 1.8 Authorization Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting as authorized by law.
SECTION 1.9 Record Date. The Board of Directors may fix a time, not
exceeding sixty (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. The Board of Directors may
close the books of the Corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for the determination of the shareholders entitled to notice of and
to vote at any meeting of the shareholders, the record date shall be the
twentieth (20th) day preceding the date of such meeting.
ARTICLE 2
DIRECTORS
SECTION 2.1 General. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors.
SECTION 2.2 Number, Qualifications and Term of Office. The initial
Board of Directors shall consist of three (3) persons. The Board of Directors
may, however, increase or decrease the number of directors and fill the vacancy
or vacancies created thereby. If the number of directors has been increased by
the Board of Directors as provided herein, then at the next succeeding meeting
of shareholders at which directors are elected, the number of directors to be
elected shall be such increased number. Directors need not be shareholders. Each
of the directors shall hold office until the regular meeting of the shareholders
next held after his election, until his successor shall have been elected and
shall qualify, or until he shall resign or shall have been removed. No person
(other than a person nominated by or on behalf of the Board) shall be eligible
for election as a director at any annual or special meeting of shareholders
unless a written request that his or her name be placed in nomination is
received from a shareholder of record by the Secretary of the Corporation not
less than thirty (30) days prior to the date fixed for the meeting, together
with the written consent of such person to serve as a director.
SECTION 2.3 Board Meetings; Place and Notice. Meetings of the Board of
Directors may be held from time to time at any place within or without the State
of Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the Corporation, except as may be otherwise
unanimously agreed to, either orally, in writing or by attendance. Special or
regular meetings of the Board of Directors may be called by the Chairman, the
President or the Secretary, upon not less than twenty-four (24) hours notice.
Any director may call a Board meeting by giving not less than five (5) business
days notice to all directors of the date and time of the meeting. The notice
need not state the purpose of the meeting. Notice may be given by mail,
telephone, telegram, telecopy or by personal service. If the meeting schedule is
adopted by the Board, or if the date and time of a Board meeting has been
announced at a previous meeting, no notice is required.
SECTION 2.4 Waiver of Notice. A director may waive notice of a meeting
of the Board. A waiver of notice by a director is effective, whether given
before, at or after the meeting and whether given in writing, orally or by
attendance.
SECTION 2.5 Quorum. A majority of the directors currently holding
office is a quorum for the transaction of business.
SECTION 2.6 Vacancies. Vacancies on the Board resulting from the death,
resignation or removal of a director, or by an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, even though less than a quorum. Each director elected under this
Section to fill a vacancy holds office until a qualified successor is elected by
the shareholders at the next regular or special meeting of the shareholders.
SECTION 2.7 Committees. The Board may by resolution establish
committees in the manner provided by law. Committee members need not be
directors.
SECTION 2.8 Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a Board meeting. If the
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 of
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.
ARTICLE 3
OFFICERS
SECTION 3.1 Number. The officers of the Corporation shall consist of a
President, Chief Executive Officer, Treasurer, Vice President and Secretary. The
Board may elect or appoint any other officers it deems necessary for the
operation and management of the Corporation, each of whom shall have the powers,
rights, duties, responsibilities and terms of office as determined by the Board
from time to time. Any number of offices or functions of those offices may be
held or exercised by the same person. If specific persons have not been elected
as President or Secretary, the chief executive officer may execute instruments
or documents in those capacities. If a specific person has not been elected to
the office of Treasurer, the chief financial officer may sign documents or
instruments in that capacity.
SECTION 3.2 President. The President shall:
(a) Have general active management of the business of the
Corporation;
(b) Together with the Chief Executive Officer, see that
all orders and resolutions of the Board are carried into
effect;
(c) Together with the Chief Executive Officer, sign and
deliver in the name of the Corporation any deeds, mortgages,
bonds, contracts or other instruments pertaining to the
business of the Corporation, except in cases in which the
authority to sign and deliver is required by law to be
exercised by another person or is expressly delegated by the
Bylaws or by the Board to some other officer or agent of the
Corporation; and
(d) Perform such other duties as are prescribed by the
Board of Directors or by statute.
SECTION 3.3 Chief Executive Officer. The Chief Executive Officer shall:
(a) Preside at all meetings of the shareholders and Board
of Directors;
(b) Together with the President, see that all orders and
resolutions of the Board are carried into effect;
(c) Together with the President, sign and deliver in the
name of the Corporation any deeds, mortgages, bonds, contracts
or other instruments pertaining to the business of the
Corporation, except in cases in which the authority to sign
and deliver is required by law to be exercised by another
person or is expressly delegated by the Bylaws or by the Board
to some other officer or agent of the Corporation; and
(d) Perform such other duties as are prescribed by the
Board of Directors or by statute.
SECTION 3.4 Treasurer. The Treasurer shall:
(a) Keep accurate financial records for the Corporation;
(b) Deposit all money, drafts and checks in the name of
and to the credit of the Corporation in the banks and
depositories designated by the Board;
(c) Endorse for deposit all notes, checks and drafts
received by the Corporation as ordered by the Board, making
proper vouchers therefor;
(d) Disburse corporate funds and issue checks and drafts
in the name of the Corporation, as ordered by the Board;
(e) Render to the President, Chief Executive Officer and
the Board, whenever requested, an account of all transactions
by the Treasurer and of the financial condition of the
Corporation; and
(f) Perform such other duties as may be prescribed from
time to time by the Board of Directors, by the President, by
the Chief Executive Officer or by statute.
SECTION 3.5 Secretary. The Secretary 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. The
Secretary shall give proper notice of meetings of shareholders and directors.
The Secretary shall also perform such other duties as may, from time to time, be
prescribed by the Board of Directors or the President.
SECTION 3.6 Election and Term of Office. The Board of Directors shall
from time to time elect a President, Chief Executive Officer, Vice President,
Treasurer and Secretary and any other officers or agents the Board deems
necessary. Such officers shall hold office until they are removed or their
successors are elected and qualified.
SECTION 3.7 Delegation of Authority. An officer elected or appointed by
the Board may delegate some or all of the duties or powers of his office to
other persons, provided that such delegation is in writing.
SECTION 3.8 Compensation of Officers. An officer shall be entitled only
to such compensation as shall be established by written contract or agreement
duly approved by or on behalf of the Corporation, or established or approved by
resolution of the Board of Directors. Absent such written contract, agreement or
resolution of the Board of Directors, no officer shall have a cause of action
against the Corporation to recover any amount due or alleged to be due as
compensation for services in his or her capacity as an officer of the
Corporation.
ARTICLE 4
SHARES AND THEIR TRANSFER
SECTION 4.1 Certificates for Shares. Every shareholder of this
Corporation shall be entitled to a certificate, to be in such form as prescribed
by law and adopted by the Board of Directors, certifying the number of shares of
the Corporation owned by him. The certificates shall be numbered in the order in
which they are issued and shall be signed by the President and Secretary of the
Corporation; provided, however, that when the certificate is signed by a
transfer agent or registrar, the signatures of any of such officers upon the
certificate may be facsimiles, engraved or printed thereon, if authorized by the
Board of Directors. Such certificate shall also have typed or printed thereon
such legend as may be required by any shareholder control agreement. 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.
SECTION 4.2 Transfer of Shares. Transfer of shares on the books of the
Corporation may be authorized only by the shareholder named in the certificate,
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 or names the shares are
registered on the books of the Corporation.
SECTION 4.3 Lost Certificates. Any shareholder claiming that a
certificate for shares has been lost, destroyed or stolen 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 sufficient
indemnity bond, in form, in an amount and with one or more sureties satisfactory
to the Board of Directors, to indemnify the Corporation against any claims which
may be made against it on account of the reissue of such certificate. A new
certificate shall then be issued to said shareholder for the same number of
shares as the one alleged to have been destroyed, lost or stolen.
ARTICLE 5
INDEMNIFICATION
SECTION 5.1 Indemnification. The Corporation shall indemnify, in
accordance with the terms and conditions of Minnesota Statutes, Section
302A.521, the following persons: (a) officers and former officers; (b) directors
and former directors; and (c) members and former members of committees appointed
or designated by the Board of Directors. The Corporation shall not be obligated
to indemnify any other person or entity, except to the extent such obligation
shall be specifically approved by resolution of the Board of Directors. This
Section 6.1 is for the sole and exclusive benefit of the persons designated
herein and no person, firm or entity shall have any rights under this Section by
way of assignment, subrogation or otherwise, and whether voluntarily,
involuntarily or by operation of law.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1 Gender References. All references in these Bylaws to a
party in the masculine shall include the feminine and neuter.
SECTION 6.2 Plurals. All references in the plural shall, where
appropriate, include the singular and all references in the singular shall,
where appropriate, be deemed to include the plural.
CERTIFICATION
I, Xxxx Xxxxxxx, do hereby certify that I am the duly elected,
qualified or acting Secretary of Mercury Waste Solutions, Inc., a corporation
organized under the laws of the State of Minnesota, and that the foregoing is a
true and correct copy of the Bylaws adopted by written consent of the Board of
Directors of said corporation effective January 2, 1996.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Secretary
