Section 3.2. Chief Executive Officer.
Unless otherwise determined by the Board, the Chief Executive Officer shall have general active management of the business of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board may from time to time determine.
Section 3.3. President. Unless
otherwise determined by the Board, the Chief Executive Officer shall be the President of the Corporation. If a person other than the Chief Executive Officer is designated as President, the President shall perform such duties as the Board or the Chief Executive Officer may from time to time determine.
Section 3.4. Chief Financial Officer.
Unless otherwise determined by the Board, the Chief Financial Officer shall keep accurate financial records for the Corporation, shall render to the Chief Executive Officer and the Board, whenever requested, an account of the financial condition of the Corporation, and shall perform such other duties as the Board or the Chief Executive Officer may from time to
time determine.
Section 3.5. Vice Presidents. Any one
or more of the Vice Presidents may be designated by the Board or, to the extent permitted by law, the Chief Executive Officer as an Executive or Senior Vice President, and each Vice President shall have such authority and perform such duties as the Board or the Chief Executive Officer may from time to time determine.
Section 3.6. Secretary. Unless
otherwise determined by the Board, the Secretary shall issue notices for all meetings, except as otherwise provided for in these Bylaws, and the Secretary shall keep minutes of all meetings, have charge
of the seal and the corporate books, and make such reports and perform the other duties incident to that office, and shall have such other authority and perform
such other duties as the Board or the Chief Executive Officer may from time to time determine.
Section 3.7. Treasurer. The Treasurer
shall perform such duties as the Board, the Chief Executive Officer, or the Chief Financial Officer may from time to time determine.
Section 3.8. Term of Office. The
officers of the Corporation shall hold office until their respective successors are elected or appointed or until their earlier resignation, death or removal. Any officer elected or appointed by the Board may be removed at any time, with or without cause, by the Board or, except in the case of the Chief Executive Officer, Chief Financial Officer and any other executive
officer, by the Chief Executive Officer.
Section 3.9. Vacancies. Vacancies in
any office or designation arising from any cause may be filled by the directors or, to the extent permitted by law, the Chief Executive Officer.
Section 3.10. Delegation; Execution of Instruments.
(a) Unless prohibited by the Board, an officer may, without the approval of the Board,
delegate some or all of the duties and powers of his or her office to other persons.
(b) All contracts, deeds, mortgages, notes, checks, conveyances, releases of mortgages and
other instruments shall be signed on behalf of the Corporation by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, or any Vice President, or by such other person or persons pursuant to delegated authority or
as may be designated or authorized from time to time by the Board or by the Chief Executive Officer.
Article IV
Indemnification and Insurance
The Corporation shall indemnify its officers and directors for such expenses and
liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 302A.521, as amended from time to time, or as required or permitted by other provisions of law. The Corporation may
purchase and maintain insurance on behalf of any person in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the Corporation would otherwise be
required to indemnify the person against the liability.