EXHIBIT 3
As Amended through March 1, 1995
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 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.
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 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 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. 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 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.
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 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
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 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 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.
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.
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 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."
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 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, and as amended with regard to Article II at a meeting
of the board of directors of the company held on December 15,
1994, and as amended with regard to Article II by action of the
board of directors of the company without a meeting, effective
March 1, 1995.
/S/ JOHN P. KARALIS
_________________________
Secretary