Bylaws - Capella Education Co.
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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