EXHIBIT 3(ii)
As Amended through June 23, 1994
BYLAWS
OF
TEKTRONIX, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of
shareholders shall be held on the fourth Thursday of September each
year, at such time as the board of directors shall designate, for the
purpose of electing directors and for the transaction of such other
business as may properly come before the meeting. If the day fixed for
the annual meeting shall be a legal holiday in the State of Oregon, the
meeting shall be held on the next succeeding Thursday. If the election
of directors shall not be held on the day designated for any annual
meeting, the board of directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently
may be.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the Chairman of the Board or by the board
of directors, and shall be called by the Chairman of the Board at the
request of the holders of not less than one tenth of all the outstanding
shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meetings. The place of each annual
meeting and any special meeting of the shareholders shall be determined
by the board of directors.
Section 4. Notice of Meeting. Written or printed notice
stating the date, time and place of the shareholders meeting and, in the
case of a special meeting or a meeting for which special notice is
required by law, the purposes for which the meeting is called, shall be
delivered by the corporation to each shareholder entitled to vote at the
meeting and, if required by law, to any other shareholders entitled to
receive notice, not earlier than sixty days nor less than thirty days
before the meeting date. If mailed, the notice shall be deemed
delivered when it is mailed to the shareholder with postage prepaid at
the shareholder's address shown in the corporation's record of
shareholders.
Section 5. Closing of Transfer Records or Fixing of Record
Date. The board of directors may fix a future date as the record date
to determine the shareholders entitled to notice of a shareholders
meeting, demand a special meeting, vote, take any other action or
receive payment of any share or cash dividend or other
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distribution. This date shall not be earlier than seventy days or, in the
case of a meeting, later than thirty-five days before the meeting or action
requiring a determination of shareholders. The record date for any
meeting, vote or other action of the shareholders shall be the same for
all voting groups. If not otherwise fixed by the board of directors,
the record date to determine shareholders entitled to notice of and to
vote at an annual or special shareholders meeting is the close of
business on the day before the notice is first mailed or delivered to
shareholders. If not otherwise fixed by the board of directors, the
record date to determine shareholders entitled to receive payment of any
share or cash dividend or other distribution is the close of business on
the day the board of directors authorizes the share or cash dividend or
other distribution.
Section 6. Voting Lists. After a record date for a meeting
is fixed, the corporation shall prepare an alphabetical list of all
shareholders entitled to notice of the shareholders meeting. The list
shall be arranged by voting group and, within each voting group, by
class or series of shares, and it shall show the address of and number
of shares held by each shareholder. The shareholders list shall be
available for inspection by any shareholder, upon proper demand as may
be required by law, beginning two business days after notice of the
meeting is given and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held. The corporation
shall make the shareholders list available at the meeting, and any
shareholder or the shareholder's agent or attorney shall be entitled to
inspect the list at any time during the meeting or any adjournment.
Refusal or failure to prepare or make available the shareholders list
does not affect the validity of action taken at the meeting.
Section 7. Quorum; Adjournment.
(a) Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter. A majority of the votes entitled to
be cast on the matter by the voting group constitutes a quorum of that
voting group for action on that matter.
(b) A majority of votes represented at the meeting, although
less than a quorum, may adjourn the meeting from time to time to a
different time and place without further notice to any shareholder of
any adjournment. At an adjourned meeting at which a quorum is present,
any business may be transacted that might have been transacted at the
meeting originally held.
(c) Once a share is represented for any purpose at a meeting,
it shall be present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or
must be set for the adjourned meeting. A new record date must be set if
the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
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Section 8. Voting. If a quorum exists, action on a matter,
other than the election of directors, by a voting group is approved if
the votes cast within the voting group favoring the action exceed the
votes cast opposing the action, unless a greater number of affirmative
votes is required by law or the Restated Articles of Incorporation.
Unless otherwise provided in the Restated Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is
present.
Section 9. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or
by his duly authorized attorney in fact. Such proxy shall be filed with
the secretary of the corporation before or at the time of the meeting.
No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 10. Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the bylaws of such corporation
may prescribe, or, in the absence of such provision, as the board of
directors of such other corporation may determine.
(b) Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer
of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may
be voted by such receiver without the transfer thereof into his name if
authority so to do be contained in an appropriate order of the court by
which such receiver was appointed.
(d) A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
(e) Neither treasury shares nor shares held by the
corporation in a fiduciary capacity, nor shares held by another
corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the
corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.
Section 11. Proper Business for Shareholders' Meeting. To be
properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the board of directors, (b) otherwise properly
brought before a meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before the meeting by a
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shareholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive office of the corporation not less than 50 days nor
more than 75 days prior to the meeting; provided, however, that in the
event that less than 65 days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was
made, whichever first occurs. A shareholder's notice to the Secretary
shall set forth (a) one or more matters appropriate for shareholder
action that the shareholder proposes to bring before the meeting, (b) a
brief description of the matters desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (c)
the name and record address of the shareholder, (d) the class and number
of shares of the corporation that the shareholder owns or is entitled to
vote and (e) any material interest of the shareholder in such matters.
Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedure set forth in this Section 11; provided, however, that nothing
in this Section 11 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting.
The Chairman of the Board shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before
the meeting in accordance with the provisions of this Section 11, and if
the Chairman of the Board should so determine, shall so declare to the
meeting any such business not properly brought before the meeting shall
not be transacted.
Section 12. Shareholder Nomination of Directors. Not less
than 50 days nor more than 75 days prior to the date of any annual
meeting of shareholders, any shareholder who intends to make a
nomination at the annual meeting shall deliver a notice to the Secretary
of the corporation setting forth (a) as to each nominee whom the
shareholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence address of
the nominee, (ii) the principal occupation or employment of the nominee,
(iii) the class and number of shares of capital stock of the corporation
that are beneficially owned by the nominee and (iv) any other
information concerning the nominee that would be required, under the
rules of the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such nominee; and (b) as to the
shareholder giving the notice, (i) the name and record address of the
shareholder and (ii) the class and number of shares of capital stock of
the corporation that are beneficially owned by the shareholder;
provided, however, that in the event that less than 65 days' notice or
prior public disclosure of the date of the annual meeting is given or
made to shareholders, notice by the shareholder to be timely must be so
delivered not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever first occurs. Such notice
shall include a signed consent to serve as a director of the
corporation, if elected, of each such nominee. The corporation may
require any
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proposed nominee to furnish such other information as may reasonably be
required by the corporation to determine the eligibility of such proposed
nominee to serve as a director of the corporation.
Section 13. Shareholder Nomination of Directors - Special
Meetings. Any shareholder who intends to make a nomination at any
special meeting of shareholders held for the purpose of electing
directors shall deliver a timely notice to the Secretary of the
corporation setting forth (a) as to each nominee whom the shareholder
proposes to nominate for election or reelection as a director, (i) the
name, age, business address and residence address of the nominee, (ii)
the principal occupation or employment of the nominee, (iii) the class
and number of shares of capital stock of the corporation that are
beneficially owned by the nominee and (iv) any other information
concerning the nominee that would be required, under the rules of the
Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominee; and (b) as to the shareholder
giving the notice, (i) the name and record address of the shareholder
and (ii) the class and number of shares of capital stock of the
corporation that are beneficially owned by the shareholder. To be
timely for these purposes, such notice must be given (a) if given by the
shareholder (or any of the shareholders) who or that made a demand for a
meeting pursuant to which such meeting is to be held, concurrently with
the delivery of such demand, and (b) otherwise, not later than the close
of business on the 10th day following the day on which the notice of the
special meeting was mailed. Such notice shall include a signed consent
to serve as a director of the corporation, if elected, of each such
nominee. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the corporation
to determine the eligibility of such proposed nominee to serve as a
director of the corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications. The directors
of the corporation shall be divided into three classes of directors
designated Class I, Class II and Class III. Until immediately prior to
the 1994 annual meeting of shareholders, the number of directors of the
corporation shall be eleven, consisting of three Class I directors, four
Class II directors and four Class III directors. Effective immediately
prior to the 1994 annual meeting of shareholders, the number of
directors of the corporation shall be ten, consisting of three Class I
directors, three Class II directors and four Class III directors. At
the 1986 annual meeting of shareholders, Class I directors were elected
to a term of office expiring at the 1987 annual meeting of shareholders,
Class II directors were elected to a term of office expiring at the 1988
annual meeting of shareholders, and Class III directors were elected to
a term of
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office expiring at the 1989 annual meeting of shareholders, and in each
case until their successors are elected and qualified. At each annual
meeting of shareholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be
elected to serve three-year terms and until their successors are elected and
qualified, so that the term of one class of directors will expire each year.
When the number of directors is changed by amendment of this Section 2, any
newly created directorships, or any decrease in directorships, shall be so
apportioned among the classes so as to make all classes as nearly equal as
possible, provided that no decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
Directors need not be residents of the State of Oregon or shareholders of
the corporation.
Section 3. Annual and Regular Meetings. The annual meeting
of the board of directors may be held before or after the annual meeting
of shareholders, on the day and at the time and place designated by the
Chairman of the Board. The board of directors may provide by resolution,
the time and place, either within or without the State of Oregon, for
the holding of regular meetings without notice other than such
resolution.
Section 4. Special Meetings. Special meetings of the board
of directors may be called by or at the request of the Chairman of the
Board or any two directors. The person or persons authorized to call
special meetings of the board of directors may fix any place, either
within or without the State of Oregon, as the place for holding any
special meeting of the board of directors called by them.
Section 5. Notice. Notice of the date, time and place of any
special meeting of the board of directors shall be given at least three
days prior to the meeting by notice communicated in person, by
telephone, telegraph, teletype, other form of wire or wireless
communication, mail or private carrier. If written, notice shall be
effective at the earliest of (a) when received, (b) five days after its
deposit in the United States mail, as evidenced by the postmark, if
mailed postpaid and correctly addressed, or (c) on the date shown on the
return receipt, if sent by registered or certified mail, return receipt
requested and the receipt is signed by or on behalf of the addressee.
Notice by all other means shall be deemed effective when received by or
on behalf of the director. Notice of any regular or special meeting
need not describe the purposes of the meeting unless required by law or
the Restated Articles of Incorporation.
Section 6. Quorum. A majority of the number of directors
fixed by Section 2 of this Article II shall constitute a quorum for the
transaction of business at any meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without
further notice.
Section 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the
act of the board of directors, unless a greater number is required by
law or these bylaws.
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Section 8. Vacancies. Any vacancy on the board of directors,
including a vacancy resulting from an increase in the number of
directors, may be filled by the shareholders, the board of directors,
the remaining directors if less than a quorum (by the vote of a majority
thereof) or by a sole remaining director. Any vacancy not filled by the
directors shall be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose. A vacancy that
will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director
may not take office until the vacancy occurs.
Section 9. Compensation. By resolution of the board of
directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors, and may be paid a
fixed sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor.
Section 10. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action. It shall be the
duty of the person acting as secretary of the meeting to record in the
minutes any negative votes, abstentions or dissents if requested to do
so by the director so voting, abstaining or dissenting.
Section 11. Informal Action by Directors. Any action
required to be taken at a meeting of directors, or any action which may
be taken at a meeting of directors, may be taken without a meeting
if a consent in writing setting forth the action so taken shall be
signed by all the directors entitled to vote with respect to the subject
matter thereof. Such consent shall have the same effect as a unanimous
vote of the directors.
Section 12. Removal. The shareholders may remove one or more
directors with or without cause at a meeting called expressly for that
purpose, unless the Restated Articles of Incorporation provide for
removal for cause only.
Section 13. Transactions with Directors. Any contract or
other transaction between the corporation and one or more of its
directors, or between the corporation and another party in which one or
more of its directors are interested shall be valid notwithstanding the
presence or participation of such director or directors in a meeting of
the board of directors which acts upon or in reference to such contract
or transaction, if the fact of such interest shall be disclosed or known
to the board of directors and it shall authorize and approve such
contract or transaction by a vote of a majority of the directors
present. Such interested director
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or directors may be counted in determining whether a quorum is present at
any such meeting, but shall not be counted in calculating the majority
necessary to carry such vote. This section shall not invalidate any
contract or other transaction which would otherwise be valid under
applicable law.
Section 14. Meeting by Telephone Conference Call. A meeting
of the board of directors may be held by means of conference telephone
or similar communications equipment through which all persons
participating in the meeting can hear each other. Participation in a
meeting pursuant to this section shall constitute presence in person at
the meeting. Notice (including waiver of notice) and quorum
requirements as specified in Sections 5 and 6 of this Article shall
apply to meetings pursuant to this section. A record shall be kept of
the action taken for insertion into the minute book.
ARTICLE III
COMMITTEES
Section 1. Designation. The board of directors, by
resolution adopted by a majority of the number of directors fixed by
Section 2 of Article II of these bylaws, may designate from among its
members an executive committee and one or more other committees. The
designation of a committee, and the delegation of authority to it, shall
not operate to relieve the board of directors, or any member thereof, of
any responsibility imposed upon it or him by law. No member of any
committee shall continue to be a member thereof after he ceases to be a
director of the corporation. The board of directors shall have the
power at any time, by resolution adopted by a majority of the number of
directors fixed by Section 2 of Article II of these bylaws, to increase
or decrease the number of members of any committee, to fill vacancies
thereon, to change any member thereof, and to change the functions or
terminate the existence thereof.
Section 2. Powers. During the interval between meetings of
the board of directors, and subject to such limitations as may be
imposed by resolution of the board of directors, the executive committee
shall have and may exercise all the authority of the board of directors
in the management of the corporation. Any other committee shall have
such authority of the board of directors as the board shall delegate by
resolution adopted by a majority of the number of directors fixed by
Section 2 of Article II of these bylaws. Notwithstanding the foregoing,
neither the executive committee nor any other committee shall have the
authority of the board of directors in reference to amending the
articles of incorporation; adopting a plan of merger or consolidation;
recommending to the shareholders the sale, lease, exchange, mortgage,
pledge or other disposition of all or substantially all the property and
assets of the corporation otherwise than in the usual and regular course
of its business; recommending to the shareholders a voluntary
dissolution of the corporation or revocation thereof; or amending the
bylaws of the corporation. Reports on actions
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taken by a committee shall be submitted to the next succeeding meeting
of the board of directors.
Section 3. Procedure; Meetings; Quorum. Each committee shall
appoint a chairman from among its members and a secretary who may, but
need not, be a member of the committee or of the board of directors.
The chairman shall preside at all committee meetings and the secretary
shall keep a record of its proceedings. Regular meetings of a
committee, of which no notice shall be necessary, shall be held on such
days and at such places as shall be fixed by resolution adopted by a
majority of the committee. Special meetings of a committee shall be
called at the request of any member of the committee, and shall be held
upon notice by letter or telegram mailed or delivered for transmission
not later than during the second day preceding the day of the meeting,
or by word of mouth or telephone received not later than the day
immediately preceding the day of the meeting. Any notice required by
this section may be waived in writing signed by the member or members
entitled to the notice, whether before, or after the meeting time stated
therein. Attendance of any member of a committee at a special meeting
shall constitute a waiver of notice of such meeting. A majority of the
committee, from time to time, shall be necessary to constitute a quorum
for the transaction of business, and the act of a majority of the
members present at a meeting at which a quorum is present shall be the
act of the committee. The board of directors may vote to the members of
any committee a reasonable fee as compensation for attendance at
meetings of such committee.
Section 4. Meeting by Telephone Conference Call. A meeting
of a committee may be held by means of conference telephone or similar
telephone communications equipment through which all persons
participating in the meeting can hear each other. Participation in the
meeting pursuant to this section shall constitute presence in person at
the meeting. Notice (including waiver of notice) and quorum
requirements as specified in Section 3 of this Article shall apply to
meetings pursuant to this section. A record shall be kept of action
taken for insertion into the minute book.
Section 5. Informal Action by Committee. Any action which
may be taken at a meeting of a committee may be taken without a meeting
if a consent in writing setting forth the actions so taken shall be
signed by all members of the committee entitled to vote with respect to
the subject matter thereof. The action shall be effective on the date
when the last signature is placed on the consent or at such earlier time
as is set forth therein. The consent shall have the same effect as a
unanimous vote of the committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be
a Chairman of the Board of Directors (the "Chairman of the Board"); a
President; a Secretary; and
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such other officers and assistant officers as may be elected or appointed
from time to time by the board of directors. The officers of the corporation
shall have such powers and duties as may be prescribed by the board of
directors. Any two or more offices may be held by the same person.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors at the
first meeting of the board of directors held after the annual meeting of
the shareholders. If the election of officers shall not be held at the
meeting, it shall be held as soon thereafter as is convenient. Each
officer shall hold office until a successor shall have been duly elected
and shall have qualified or until the officer's death, resignation or
removal in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or
appointed by the board of directors may be removed by the board of
directors at any time with or without cause. Election or appointment
of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be
filled by the board of directors for the unexpired portion of the term.
Section 5. Chairman of the Board. The Chairman of the Board
of Directors shall be the chief executive officer of the corporation
and, subject to the control of the board of directors, shall in general
supervise and control all of the business and affairs of the
corporation. The Chairman of the Board may execute in behalf of the
corporation all contracts, agreements, stock certificates and other
instruments. The Chairman of the Board shall from time to time report
to the board of directors all matters within the Chairman's knowledge
affecting the corporation which should be brought to the attention of
the board. The Chairman of the Board shall vote all shares of stock in
other corporations owned by the corporation, and shall be empowered to
execute proxies, waivers of notice, consents and other instruments in
the name of the corporation with respect to such stock. He shall
preside at all meetings of the board of directors and shareholders. The
Chairman of the Board shall perform such other duties as may be
prescribed from time to time by the board of directors.
Section 6. President. The President shall be the chief
operating officer of the corporation and shall supervise the operations
of the corporation, subject to the direction of the board of directors
and the Chairman of the Board. The President shall perform such other
duties as may be prescribed from time to time by the board of directors
or the Chairman of the Board.
Section 7. Secretary. The Secretary shall keep the minutes
of all meetings of the directors and shareholders, and shall have
custody of the minute books and other records pertaining to the
corporate business. The Secretary shall countersign all stock
certificates and other instruments requiring the seal of the
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corporation and shall perform such other duties as may be prescribed from
time to time by the board of directors.
Section 8. Salaries. The salaries of the officers shall be
fixed from time to time by the board of directors and no officer shall
be prevented from receiving such salary because the officer is also a
director of the corporation.
ARTICLE IV-A
NON-CORPORATE OFFICERS
A. The Chairman of the Board of the corporation shall have the
power, in the exercise of his or her discretion, to appoint persons to
hold positions and titles such as vice president, treasurer, assistant
vice president, assistant secretary, president of a division, or similar
titles as the business of the corporation may require, subject to such
limits in appointment power as the board of directors may determine.
Each such appointee shall have such title, shall serve in such capacity,
and shall have such authority and perform such duties as the Chairman of
the Board of the corporation shall determine; provided that no such
appointee shall have executive powers, be in charge of a principal
business unit, division or function or perform similar policy making
functions. The board of directors shall be advised of any such
appointment at a meeting of the board of directors, and the appointment
shall be noted in the minutes of the meeting. The minutes shall state
that such persons are non-corporate officers appointed pursuant to this
Article IV-A of these bylaws.
B. Any such appointee, absent specific election by the board of
directors as an elected corporate officer (i) shall not be considered an
officer elected by the board of directors pursuant to Article IV of
these bylaws, (ii) shall not be considered an 'officer' of the
corporation for the purposes of Rule 3b-2 promulgated under the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (collectively, the "Act"), or an
'executive officer' of the corporation for the purposes of Rule 3b-7
promulgated under the Act, and similarly shall not be considered an
'officer' of the corporation for the purposes of Section 16 of the Act,
or an 'executive officer' of the corporation for the purposes of Section
14 of the Act, and (iii) shall be empowered to represent himself or
herself to third parties as an appointed vice president, etc., only, and
shall be empowered to execute documents, bind the corporation, or
otherwise act on behalf of the corporation only as authorized by the
Chairman of the Board or the President of the corporation or by
resolution of the board of directors. An elected corporate officer of
the corporation may also be appointed to a position pursuant to this
Article IV-A.
C. A person appointed to a position pursuant to this Article IV-A
may be removed at any time by the Chairman of the Board or by the board
of directors of the corporation.
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ARTICLE V
INDEMNITY OF DIRECTORS AND OFFICERS
A. The corporation shall indemnify to the fullest extent then
permitted by law any person who is made, or threatened to be made, a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or
otherwise (including an action, suit or proceeding by or in the right of
the corporation) by reason of the fact that the person is or was a
director or officer of the corporation or is or was serving at the
request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise
against all expenses (including attorneys' fees), judgments, amounts
paid in settlement and fines actually and reasonably incurred in
connection therewith.
B. Expenses incurred in connection with an action, suit or
proceeding may be paid or reimbursed by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director or officer to repay such
amounts if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation.
C. The indemnification provided hereby shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under the Restated Articles of Incorporation, any statute, agreement, or
vote of shareholders or directors or otherwise, both as to action in any
official capacity and as to action in another capacity while holding an
office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.
D. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or fiduciary with respect to any
employee benefit plans of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent, or
as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against and incurred by the person in any such
capacity, or arising out of the person's status as such, whether or not
the corporation would have the power to indemnify the person against
such liability under the provisions of the Restated Articles of
Incorporation or the Oregon Business Corporation Act.
E. Any person other than a director or officer who is or was an
employee or agent of the corporation, or fiduciary within the meaning of
the Employee Retirement Income Security Act of 1974 with respect to any
employee benefit plans of the corporation, or is or was serving at the
request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise may
be indemnified to such extent as the board of directors in its
discretion at any time or from time to time may authorize.
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ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize
any officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 2. Loans. No loans shall be contracted on behalf of
the corporation and no evidence of indebtedness shall be issued in its
name unless authorized by a resolution of the board of directors. Such
authority may be general or confined to specific instances.
Section 3. Checks, Draft, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed by
such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by or pursuant to
resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies or other depositories as
the board of directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of the corporation shall be in such form as shall be
determined by the board of directors. Such certificates shall be signed
by the Chairman of the Board or a Vice President and by the Secretary or
an Assistant Secretary and may be sealed with the seal of the
corporation or a facsimile thereof. All certificates for shares shall
be consecutively numbered or otherwise identified. The name and address
of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the share
transfer records of the corporation. All certificates surrendered to
the corporation for transfer shall be cancelled and no new certificate
shall be issued until the former certificate for a like number of shares
shall have been surrendered and cancelled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the corporation as the board
of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the share transfer records of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority
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to transfer, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation. The person
in whose name shares stand on the books of the corporation shall be deemed
by the corporation to be the owner thereof for all purposes.
Section 3. Transfer Agent and Registrar. The board of
directors may from time to time appoint one or more transfer agents and
one or more registrars for the shares of the corporation, with such
powers and duties as the board of directors shall determine by
resolution. The signatures of the president or vice president and the
secretary or assistant secretary upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation itself or an employee of the
corporation.
Section 4. Officer Ceasing to Act. In case any officer who
has signed or whose facsimile signature has been placed upon a stock
certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same effect as
if he were such officer at the date of its issuance.
Section 5. Fractional Shares. The corporation shall not
issue certificates for fractional shares.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall end on the last
Saturday in May of each year.
ARTICLE IX
DIVIDENDS
The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law.
ARTICLE X
SEAL
The seal of the corporation shall be in the form of a circle
containing therein "TEKTRONIX, INC. CORPORATE SEAL OREGON."
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ARTICLE XI
AMENDMENTS
These bylaws may be altered, amended or repealed and new
bylaws may be adopted by the board of directors at any regular or
special meeting.
I HEREBY CERTIFY that the foregoing are the bylaws of
TEKTRONIX, INC. adopted at a meeting of the board of directors of the
company held on September 9, 1963, and as amended with regard to Article
IV at a meeting of the board of directors of the company held on
December 22, 1966, and as amended with regard to Article IV at a meeting
of the board of directors of the company held on January 30, 1969, and
as amended with regard to Article II at a meeting of the board of
directors of the company held on July 17, 1969, and as amended with
regard to Article IV at a meeting of the board of directors of the
company held on September 24, 1970, and as amended with regard to
Article IV at a meeting of the board of directors of the company held on
September 30, 1971, and as amended with regard to Article V at a meeting
of the board of directors of the company held on September 27, 1973, and
as amended with regard to Article IV at a meeting of the board of
directors of the company held on September 26, 1974, and as amended with
regard to Article I at a meeting of the board of directors of the
company held on April 28, 1977, and as amended with regard to Article I
at a meeting of the board of directors of the company held on May 20,
1977, and as amended with regard to Article IV at a meeting of the board
of directors of the company held on January 18, 1979, and as amended
with regard to Article II at a meeting of the board of directors of the
company held on February 28, 1980, and as amended with regard to Article
II at a meeting of the board of directors of the company held on May 22,
1980, and as amended with regard to Articles I, II and III at a meeting
of the board of directors of the company held on June 25, 1980, and as
amended with regard to Article II at a meeting of the board of directors
of the company held on September 9, 1980, with the amendment to be
effective September 27, 1980, and as amended with regard to Article I at
a meeting of the board of directors of the company held on July 23,
1981, and approved by the shareholders at a meeting held on September
26, 1981, and as amended with regard to Article VI at a meeting of the
board of directors of the company held on May 3, 1983, and as amended
with regard to Article II at a meeting of the board of directors of the
company held on June 30, 1983, and as amended with regard to Articles
III and IV at a meeting of the board of directors of the company held on
March 1, 1984, and as amended with regard to Article I at a meeting of
the board of directors of the company held on December 6, 1984, and as
amended with regard to Article II at a meeting of the board of directors
of the company held on August 13, 1985, and as amended with regard to
Article II at a meeting of the board of directors of the company held on
October 24, 1985, and as amended with regard to Article II at a meeting
of the board of directors of the company held on July 17, 1986, and as
amended with regard to Article V at a meeting of the board of directors
of the company held on September 27, 1986, and as amended with regard to
Article II at a meeting of the board of directors of the company held on
June 23, 1988, and as amended with regard to Article II at a meeting of
the board of directors of the
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company held on July 21, 1988, and as amended with regard to Article II
at a meeting of the board of directors of the company held on July 20, 1989,
and as amended with regard to Articles I, II and IV at a meeting of the
board of directors of the company held on November 29, 1989, and as amended
with regard to Articles II and IV at a meeting of the board of directors of
the company held on April 25, 1990, and as amended with regard to Article I
at a meeting of the board of directors of the company held on June 20, 1990,
and as amended with regard to Article II at a meeting of the board of
directors of the company held on July 19, 1990, and as amended with
regard to Articles II and IV at a meeting of the board of directors of
the company held on October 24, 1990, and as amended with regard to
Article II at a meeting of the board of directors of the company held on
March 20, 1991, and as amended with regard to Article I at a meeting of
the board of directors of the company held on July 17, 1991, and as
amended with regard to Articles I, II, IV, and VII at a meeting of the
board of directors of the company held on September 26, 1991, and as
amended with regard to Article II at a meeting of the board of directors
of the company held on January 29, 1992, and as amended with regard to
Article II by action of the board of directors of the company without a
meeting, effective July 10, 1992, and as amended with regard to Article
IV at a meeting of the board of directors of the company held on
September 23, 1992, and as amended with regard to Article II by action
of the board of directors of the company without a meeting, effective
September 24, 1992, and as amended with regard to Article I at a meeting
of the board of directors of the company held on October 18, 1992, and
as amended with regard to Article II at a meeting of the board of
directors of the company held on December 2, 1992, and as amended with
regard to Article IV-A at a meeting of the board of directors of the
company held on March 31, 1993, and as amended with regard to Articles I
and II at a meeting of the board of directors of the company held on
June 23, 1994.
/s/ John P. Karalis
___________________________
Secretary
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