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2002_0128_packet
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2002_0128_packet
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Bylaws, the Articles of Incorporation, or the Laws of the State of <br />Minnesota. The executive committee shall have power to act only in <br />the intervals between meetings of the Board and shall at all times <br />be subject to the control of the Board. The Board of Directors <br />also may appoint standing and special committees for such purposes <br />as shall be specified by the Board. Except as otherwise provided <br />by the laws of the State of Minnesota or these Bylaws, the Board of <br />Directors, or if the Board does not act, the committees, shall <br />establish rules and regulations governing the manner in which the <br />committee shall act. Notice of all meetings of any committee shall <br />be given to all members of that committee. A majority of the <br />members of any committee shall be required to constitute a quorum <br />for the transaction of business at any meeting of the committee, <br />and the act of a majority of the members present at any meeting at <br />which a quorum is present shall be the act of the committee. <br />Committees shall keep regular minutes of their proceedings and <br />report the same to the Board from time to time as the Board may <br />require. Any committee comprised of persons, one or more of whom <br />are not directors, shall act solely in an advisory capacity to the <br />Board. <br />Section 3.13. Electronic Meetings. A conference among di- <br />rectors, or among members of any committee designated by the Board <br />of Directors, by any means of communication through which the <br />participants may simultaneously hear each other during the confer- <br />ence constitutes a meeting of the Board or the committee if the <br />same notice is given of the conference as would be required for a <br />meeting and if the number of persons participating in the confer- <br />ence would be sufficient to constitute a quorum at a meeting. <br />Participation in a meeting by that means constitutes presence in <br />person at the meeting. A director may participate in any other <br />meeting of the Board or a committee designated by the Board by any <br />means of communication through which the director, other persons so <br />participating, and all persons physically present at the meeting <br />may simultaneously hear each other during the meeting. Participa- <br />tion in such a meeting by that means constitutes presence in person <br />at the meeting. <br />Section 3.14. Action Without a Meeting. Any action that <br />could be taken at a meetina of the Board of Directors or the execu- <br />tive committee, if one be constituted, may be taken without a <br />meeting when authorized in a writing signed by all of the directors <br />or all of the members of the executive committee, as the case may <br />be. <br />ARTICLE IV <br />OFFICERS <br />Section 4.1. Number. The officers of the corporation shall <br />be a president, a secretary, a treasurer, and, if the Board of <br />Directors shall so elect, one or more vice presidents and such <br />4 <br />
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