PRINTWARE, INC.
EXHIBIT 3
AMENDMENT TO THE BYLAWS
WRITTEN ACTION
IN LIEU OF A MEETING OF
THE BOARD OF DIRECTORS OF
PRINTWARE, INC.
Effective as of July 27, 2000
The undersigned, being all of the directors of Printware, Inc., a
Minnesota corporation (the "Corporation"), acting pursuant to the Minnesota
Business Corporation Act and the Corporation's Bylaws, do hereby adopt the
following resolutions in writing in lieu of a meeting of the Board of
Directors, effective as of the date first above written:
WHEREAS, the Board of Directors desires to amend the Corporation's Bylaws
to provide for procedures for the submission of shareholder proposals and
director nominees.
NOW, THEREFORE, BE IT RESOLVED, that the Corporation's Bylaws be, and
they hereby are, amended to add a new Section 2.11 to read in its entirety as
follows:
2.11 Properly Brought Business. At the regular meeting, the shareholders
shall elect directors of the corporation and shall transact such other
business as may properly come before them. To be properly brought
before the meeting, business must be of a nature that is appropriate for
consideration at a regular meeting and must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be
properly brought before the regular meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the
secretary of the corporation. To be timely, each such notice must be
given, either by personal delivery or by United States mail, postage
prepaid, to the secretary of the corporation, not less than sixty (60)
days nor more than ninety (90) days prior to a meeting date corresponding
to the previous year's regular meeting. Each such notice to the
secretary shall set forth as to each matter the shareholder proposes to
bring before the regular meeting (a) a brief description of the business
desired to be brought before the regular meeting and the reasons for
conducting such business at the regular meeting, (b) the name and address
of record of the shareholders proposing such business, (c) the class or
series (if any) and number of shares of the corporation which are owned
by the shareholder, and (d) any material interest of the shareholder in
such business. Notwithstanding anything in these Bylaws to the contrary,
no business shall be transacted at the regular meeting except in
accordance with the procedures set forth in this Article; provided,
however, that nothing in this Article shall be deemed to preclude
discussion by any shareholder of any business properly brought before the
regular meeting, in accordance with these Bylaws. The amendment or
repeal of this section or the adoption of any provision inconsistent
therewith shall require the approval of the holders of shares
representing at least 70% of the outstanding shares of the common stock.
FURTHER RESOLVED, that the Corporation's Bylaws be, and they hereby are,
amended to add a new Section 3.13 to read in its entirety as follows:
3.13 Nomination for Election. Subject to the rights of holders of any class
or series of stock having a preference over the common shares as to
dividends or upon liquidation, nominations for the election of directors
may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any shareholder entitled to vote generally in
the election of directors. However, any shareholder entitled to vote
generally in the election of directors may nominate one or more persons
for election as directors at a meeting only if written notice of such
shareholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage
prepaid, to the secretary of the corporation not less than sixty (60)
days nor more than ninety (90) days prior to a meeting date corresponding
to the previous year's regular meeting. Each such notice to the
Secretary shall set forth: (i) the name and address of record of the
shareholder who intends to make the nomination; (ii) a representation
that the shareholder is a holder of record of shares of the corporation
entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the
notice; (iii) the name, age, business and residence addresses, and
principal occupation or employment of each nominee; (iv) a description of
all arrangements or understandings between the shareholder and each
nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (v) such other information regarding each nominee proposed
by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission; and (vi) the consent of each nominee to serve as a
director of the corporation if so elected. 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. The
presiding officer of the meeting may, if the facts warrant, determine
that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded. The amendment
or repeal of this section or the adoption of any provision inconsistent
therewith shall require the approval of the holders of shares
representing at least seventy percent (70%) of the outstanding shares of
the common stock.
FURTHER RESOLVED, that the Corporation's officers be, and they hereby
are, directed to include appropriate disclosure of the above referenced
deadlines in the Corporation's next Quarterly Report on Form 10-QSB.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
effective as of the date first above written.
/s/Gary S. Kohler /s/Andrew J. Redleaf
_________________________________ _____________________________
Gary S. Kohler Andrew J. Redleaf
/s/Stanley Goldberg /s/Roger C. Lucas
_________________________________ _____________________________
Stanley Goldberg Roger C. Lucas
/s/Charles Bolger /s/Douglas M. Pihl
_________________________________ _____________________________
Charles Bolger Douglas M. Pihl
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