EXHIBIT 3.2
RESTATED BYLAWS
OF
C V DYNAMICS, INC.
ARTICLE 1
OFFICES, CORPORATE SEAL
AND SHAREHOLDER CONTROL AGREEMENT
SECTION 1.1 REGISTERED AND OTHER OFFICES. 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 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 1.2 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 1.3 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 2
MEETINGS OF SHAREHOLDERS
SECTION 2.1 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 Chief Executive Officer, the Chairman of the Board, or 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 2.2 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 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 2.3 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 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 special meeting of shareholders 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 special meeting to
be called and held as required by this subdivision, 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 2.4 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. 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 2.5 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 2.6 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 five (5), 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 2.7 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.
2
SECTION 2.8 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 2.9 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 3
DIRECTORS
SECTION 3.1 GENERAL. The business and affairs of the Corporation shall
be managed by or shall be under the direction of the Board of Directors.
SECTION 3.2 NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The initial
Board of Directors shall consist of two (2) persons. The Board of Directors may,
however, increase 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 as
hereinafter provided. 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 sixty (60) days prior to the date fixed for the
meeting, together with the written consent of such person to serve as a
director.
SECTION 3.3 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 orally or in writing or by attendance. Special or regular
meetings of the Board of Directors may be called by the Chairman of the Board,
the Chief Executive Officer, or the Chief Financial Officer, 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 3.4 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 3.5 QUORUM. A majority of the directors currently holding
office is a quorum for the transaction of business.
3
SECTION 3.6 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 3.7 COMMITTEES. The Board may by resolution establish
committees in the manner provided by law. Committee members need not be
directors. The following committees, if established by the Board, shall have the
responsibilities set forth respectively, subject to enlargement or restriction
of such responsibilities, as the Board, by resolution, shall determine:
AUDIT COMMITTEE
o Recommending the appointment of independent auditors.
o Consulting with the independent auditors on the plan of the
audit.
o Reviewing, in consultation with the independent auditors,
their report of audit or proposed report of audit and the
accompanying management letter.
o Consulting with the independent auditors on the adequacy of
internal controls.
COMPENSATION COMMITTEE
o Strategically, considers how the achievement of the overall
goals and objectives of the corporation can be aided through
adoption of an appropriate compensation philosophy and
effective compensation program elements.
o Administratively, reviews salary progression, bonus
allocations, stock awards and the awards of supplemental
benefits and perquisites for key executes against the
compensation objectives of the company, given its overall
performance.
o Approves the compensation arrangements for the corporation's
senior management; also reviews and approves the adoption of
any compensation plans in which officers and directors are
eligible to participate.
NOMINATING COMMITTEE
o Searches for and screens candidates for Board vacancies. The
committee considers broader issues of composition and
organization of the Board, including committee assignments and
individual Board membership.
o Evaluates the Board itself and its members and reviews the
company's management succession planning.
EXECUTIVE COMMITTEE
o Serves as a key link between the full Board and management.
o Is usually granted broad powers to assure that important
matters which arise between Board meetings, and cannot wait
for the next scheduled meeting, receive timely attention.
4
o Serves as a sounding board for general management problems on
matters that affect the corporation as a whole.
FINANCE COMMITTEE
o Stays informed on a timely basis about the company's financial
status.
o Evaluates the financial information it receives and develops
conclusions as to any plan of action needed.
o Advises corporate management and the full board in financial
matters. In some cases, the Finance Committee has the
authority to act for the full Board between meetings, but
generally it is not empowered to act on its own.
PENSION REVIEW COMMITTEE
o Reviews and approves corporate pension policy, formal pension
plans and amendments.
o Reviews actuarial recommendations and makes recommendations
regarding the corporation's contribution to the pension plans.
o Selects asset managers and provides guidance on the specific
investment philosophy to be applied to the ongoing management
of the funds.
o Monitors the performance of the corporate pension funds.
o Monitors government actions with respect to pension governance
and reporting requirements.
STRATEGIC PLANNING (CORPORATE OBJECTIVES)
o Ensures the proper future direction of the corporation by
defining the basic corporate and business unit long-term
strategic goals vital to the mission of creating shareholder
value for the company.
o Develops strategic plans as to how the company will achieve
these objectives.
o Monitors the progress of the company in achieving its
long-term strategic goals.
STOCK OPTION
o Assures that the levels and forms of the executive long-term
incentive compensation programs are adequate to motivate key
management to achieve the corporate long-term strategic goals.
o Involved in the design and approval of the executive long-term
incentive compensation programs.
o Administers the timing and determination of the size of
grants; also interprets plan provisions with regard to setting
performance goals and executing plan award agreements with
individuals.
5
INVESTMENTS
o Reviews and approves all major allocations of corporate resources.
o Evaluates the financial implications of all merger, acquisition and
divestiture activities.
SECTION 3.8 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 which the director has
consented or objected.
ARTICLE 4
OFFICERS
SECTION 4.1 NUMBER. The officers of the Corporation shall consist of a
Chief Executive Officer and a Chief Financial Officer. The Chief Executive
Officer 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. The Chief Executive Officer shall also see that all orders and
resolutions of the Board are carried into effect. The Chief Executive Officer
and Chief Financial Officer shall have such other duties as are prescribed by
statute. 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 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 office of Treasurer, the Chief Financial Officer of the Corporation
may sign instruments or documents in that capacity.
SECTION 4.2 VICE PRESIDENT. Each Vice President, if one or more are
elected, shall have such powers and shall perform such duties as may be
specified in the Bylaws or prescribed by the Board of Directors or by the
Chairman of the Board or by the Chief Executive Officer. In the event of the
absence or disability of the Chief Executive Officer, Vice Presidents shall
succeed to his power and duties in the order designated by the Board of
Directors.
SECTION 4.3 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, by the Chairman of the Board, or by the
Chief Executive Officer.
SECTION 4.4 ELECTION AND TERM OF OFFICE. The Board of Directors shall
from time to time elect a Chairman of the Board of Directors, Chief Executive
Officer and Chief Financial Officer 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 4.5 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.
6
SECTION 4.6 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 5
SHARES AND THEIR TRANSFER
SECTION 5.1 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 Chief Executive Officer 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 cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled.
SECTION 5.2 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 or names the shares are
registered on the books of the Corporation.
SECTION 5.3 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 6
INDEMNIFICATION
SECTION 6.1 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; (c) members and former members of committees appointed or
designated by the Board of Directors; and (d) employees and former employees of
the Corporation. 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.
7
ARTICLE 7
MISCELLANEOUS
SECTION 7.1 GENDER REFERENCES. All references in these Bylaws to a
party in the masculine shall include the feminine and neuter.
SECTION 7.2 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, Xx. Xxxx Xxxxxxx do hereby certify that I am the duly elected Chief
Executive Officer of C V Dynamics, Inc., a corporation organized under the laws
of the State of Minnesota, and that the foregoing is a true and correct copy of
the By-Laws adopted by written consent of the Board of Directors of said
corporation effective July 21, 1992.
/s/ Xx. Xxxx Xxxxxxx
-----------------------
Xx. Xxxx Xxxxxxx
8
