RESTATED BYLAWS
OF
TECHNE CORPORATION
ARTICLE 1.
OFFICES
1.1) Offices. The principal office of the corporation
shall be 614 McKinley Place N.E., Minneapolis, Minnesota 55413, and
the corporation may have offices at such other places within or
without the State of Minnesota as the Board of Directors shall from
time to time determine or the business of the corporation requires.
ARTICLE 2.
MEETINGS OF SHAREHOLDERS
2.1) Annual Meeting. The annual meeting of the
shareholders of the corporation entitled to vote shall be held at the
principal office of the corporation or at such other place, within or
without the State of Minnesota, as is designated by the Board of
Directors, or by written consent of all the shareholders entitled to
vote thereat, at such time on such day of each year as shall be
determined by the Board of Directors or by the Chief Executive
Officer. At the annual meeting, the shareholders, voting as provided
in the Articles of Incorporation, shall elect directors and shall
transact such other business as shall properly come before the
meeting.
2.2) Special Meetings. Special meetings of the
shareholders entitled to vote may be called at any time by the
Chairman of the Board, the Chief Executive Officer, the Chief
Financial Officer, two or more directors, or a shareholder or
shareholders holding ten percent (10%) or more of the voting power of
all shares entitled to vote (except that a special meeting for the
purpose of considering any action to directly or indirectly facilitate
or effect a business combination, including any action to change or
otherwise affect the composition of the Board of Directors for that
purpose, must be called by twenty-five percent or more of the voting
power of all shares of the corporation entitled to vote), who shall
demand such special meeting by written notice given to the Chief
Executive Officer or the Chief Financial Officer of the corporation
specifying the purposes of such meeting.
2.3) Notice of Meetings. There shall be mailed to each
shareholder entitled to vote, at his address as shown by the books of
the corporation, a notice setting out the place, date and hour of the
annual meeting or any special meeting, which notice shall be mailed at
least five (5) days, but not more than 60 days, prior to the date of
the meeting; provided, that (i) notice of a meeting at which an
agreement of merger or consolidation is to be considered shall be
mailed to all shareholders of record, whether or not entitled to vote,
at least fourteen (14) days prior thereto, (ii) notice of a meeting at
which a proposal to dispose of all, or substantially all, of the
property and assets of the corporation is to be considered shall be
mailed to all shareholders of record, whether or not entitled to vote,
at least ten (10) days prior thereto, and (iii) notice of a meeting at
which a proposal to dissolve the corporation or to amend the Articles
of Incorporation is to be considered shall be mailed to all
shareholders of record, whether or not entitled to vote, at least ten
(10) days prior thereto. Notice of any special meeting shall state
the purpose or purposes of the proposed meeting, and the business
transacted at all special meetings shall be confined to the purposes
stated in the notice. Attendance at a meeting by any shareholder,
without objection in writing by him, shall constitute his waiver of
notice of the meeting.
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2.4) Quorum and Adjourned Meeting. The holders of a
majority of all shares outstanding and entitled to vote, represented
either in person or by proxy, shall constitute a quorum for the
transaction of business at any annual or special meeting of
shareholders. In case a quorum is not present at any meeting, those
present shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the
requisite number of voting shares shall be represented. At such
adjourned meetings at which the required amount of voting shares shall
be represented, any business may be transacted which might have been
transacted at the original meeting.
2.5) Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in
person or by proxy duly appointed by an instrument in writing
subscribed by such shareholder. Each shareholder shall have one (1)
vote for each share having voting power standing in his name on the
books of the corporation except as may be otherwise provided in the
terms of the share. Upon the demand of any shareholder, the vote for
directors or the vote upon any question before the meeting shall be by
ballot. All elections shall be determined by a plurity vote, and all
questions decided by a majority vote, of the number of shares entitled
to vote and represented at any meeting at which there is a quorum
except in such cases as shall otherwise be required by statute, the
Articles of Incorporation or these Bylaws.
2.6) Record Date. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of
shareholders, as a record date for the determination of the
shareholders entitled to notice of and to vote at such meeting,
notwithstanding any transfer of any shares on the books of the
corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against transfer of shares
during the whole or any part of such period. In the absence of action
by the Board, only shareholders of record twenty (20) days prior to a
meeting may vote at such meeting.
2.7) Order of Business. The suggested order of business at
the annual meeting and, to the extent appropriate, at all other
meetings of the shareholders shall, unless modified by the presiding
chairman, be:
(a) Call of roll
(b) Proof of due notice of meeting or waiver of notice
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Annual reports of officers and committees
(f) Election of directors
(g) Unfinished business
(h) New business
(i) Adjournment
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ARTICLE 3.
DIRECTORS
3.1) General Powers. The property, affairs and business of
the corporation shall be managed by a Board of Directors, which may
exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws required to be exercised or done by
the shareholders.
3.2) Number, Term and Qualifications. At each annual
meeting the shareholders shall determine the number of directors,
which shall not be less than the minimum required by law; provided,
that between annual meetings the authorized number of directors may be
increased by the shareholders or by the Board of Directors or
decreased by the shareholders. Each director at each annual meeting
of shareholders shall be elected for a term of one (1) year and shall
hold office until his successor is elected and qualified, or until his
resignation or removal as provided by statute.
3.3) Vacancies. Vacancies on the Board of Directors shall
be filled by the remaining members of the Board, though less than a
quorum; provided that newly created directorships resulting from an
increase in the authorized number of directors shall be filled by two-
thirds (2/3) of the directors serving at the time of such increase.
Persons so elected shall be directors until their successors are
elected by the shareholders, who may make such election at their next
annual meeting or at any special meeting duly called for that purpose.
3.4) Quorum and Voting. A majority of the whole Board of
Directors shall constitute a quorum for the transaction of business
except that when a vacancy or vacancies exist, a majority of the
remaining directors (provided such majority consists of not less than
two (2) directors) shall constitute a quorum. Except as otherwise
provided in the Articles of Incorporation or these Bylaws, the acts of
a majority of the directors present at a meeting at which a quorum is
present shall be the acts of the Board of Directors.
3.5) First Meeting. As soon as practicable after each
annual election of directors, the Board of Directors shall meet for
the purpose of organization, electing or appointing officers of the
corporation, and transaction of other business, at the place where the
shareholders' meeting is held or at the place where regular meetings
of the Board of Directors are held. No notice of such meeting need be
given. Such first meeting may be held at any other time and place
specified in a notice given as hereinafter provided for special
meetings or in a waiver of notice signed by all the directors.
3.6) Regular Meetings. Regular meetings of the Board of
Directors shall be held from time to time at such time and place as
may from time to time be fixed by resolution adopted by a majority of
the entire Board of Directors. No notice need be given of any regular
meeting.
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3.7) Special Meetings. Special meetings of the Board of
Directors may be held at such time and place as may be designated in
the notice or the waiver of notice of the meeting. Special meetings
of the Board of Directors may be called by the Chairman or any member
of the Board. Unless notice shall be waived by all directors, notice
of such special meeting (including a statement of the purposes
thereof) shall be given to each director at least 24 hours in advance
of the meeting if oral or two (2) days in advance of the meeting if by
mail, electronic mail, facsimile or other written communication;
provided, however, that meetings may be held without waiver of notice
from or giving notice to any director while he or she is in the armed
forces of the United States or outside the continental limits of the
United States. Attendance at a meeting by any director, without
objection in writing by him, shall constitute a waiver of notice of
such meeting.
3.8) Compensation. Directors who are not salaried officers
of the corpOration shall receive such fixed sum per meeting attended
or such fixed annual sum as shall be determined from time to time by
resolution of the Board of Directors. Nothing herein contained shall
be construed to preclude any director from serving this corporation in
any other capacity and receiving proper compensation therefor.
3.9) Committees. The Board of Directors may, by resolution
approved by affirmative vote of a majority of the Board, establish
committees, including but not limited to an Audit Committee,
Nominations and Governance Committee, and Compensation Committee.
Each such committee shall have the authority of the Board in the
management of the business of the corporation only to the extent
provided in the resolution. Each such committee shall consist of one
or more natural persons (who, except otherwise required by law or
corporation policies, need not be directors) appointed by the
affirmative vote of a majority of the directors present, and shall,
other than special litigation committees that consider legal rights or
remedies of the corporation and whether those rights and remedies
should be pursued, be subject at all times to the direction and
control of the Board. Committees shall be governed by the same rules
regarding meetings, action without meetings, notice and waiver of
notice, quorum, and voting requirements as applied to the Board of
Directors.
3.10) Order of Business. The suggested order of business at
any meeting of the Board of Directors shall, to the extent appropriate
and unless modified by the presiding chairman, be:
(a) Roll call
(b) Proof of due notice of meeting or waiver of notice, or
unanimous presence and declaration by Chief Executive
Officer
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Reports of officers and committees
(f) Election of officers
(g) Unfinished business
(h) New business
(i) Adjournment
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ARTICLE 4.
OFFICERS
4.1) Number and Designation. The Board of Directors shall
elect a Chief Executive Officer, a Secretary and a Chief Financial
Officer, and may elect or appoint a Chairman of the Board, one or more
Vice Presidents, and such other officers and agents as it may from
time to time determine, each of whom shall have the powers, rights,
duties and responsibilities set forth in these Bylaws unless otherwise
determined by the Board. Any of the offices may be held by the same
person. Each officer shall hold office until his or her successor is
appointed and qualified or until said officer's earlier death,
resignation, or removal.
4.2) Election, Term of Office and Qualifications. At each
annual meeting of the Board of Directors, the Board shall elect or
appoint the officers provided for in Section 4.1 and such officers
shall hold office until the next annual meeting of the Board or until
their successors are elected or appointed and qualify; provided,
however, that any officer may be removed with or without cause by the
affirmative vote of a majority of the entire Board of Directors
(without prejudice, however, to any contract rights of such officer).
4.3) Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors or to the Chairman,
Chief Executive Officer or Secretary. The resignation shall take
effect at the time specified in the notice and, unless otherwise
specified therein, acceptance of the resignation shall not be
necessary to make it effective.
4.4) Vacancies in Office. If there be a vacancy in any
office of the corporation, by reason of death, resignation, removal or
otherwise, such vacancy shall be filled for the unexpired term by the
Board of Directors at any regular or special meeting.
4.5) Chairman of the Board. The Board of Directors may, in
its discretion elect one of its members as Chairman of the Board. The
Chairman shall preside at all meetings of the shareholders and of the
Board and shall exercise general supervision and direction over the
more significant matters of policy affecting the affairs of the
corporation, including particularly its financial and fiscal affairs.
The Chairman of the Board may call a meeting of the Board whenever he
or she deems it advisable.
4.6) Chief Executive Officer. The Chief Executive Officer
shall have general active management of the business of the
corporation. In the absence of the Chairman of the Board, he or she
shall preside at all meetings of the shareholders. He or she shall be
the chief executive officer of the corporation and shall see that all
orders and resolutions are carried into effect and shall perform such
other duties as may from time to time be assigned by the Board.
4.7) Vice President. Each Vice President shall have such
powers and shall perform such duties as may be specified in these
Bylaws or prescribed by the Board of Directors. In the event of
absence or disability of the Chief Executive Officer, the Board of
Directors may designate a Vice President or Vice Presidents to succeed
to the powers and duties of the Chief Executive Officer.
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4.8) Secretary. The Secretary shall be secretary of and
shall attend all meetings of the shareholders and Board of Directors.
He or she shall act as clerk thereof and shall record all the
proceedings of such meetings in the minute book of the corporation.
He or she shall give proper notice of meetings of shareholders and
directors. He or she may, with the Chairman of the Board, Chief
Executive Officer or Vice President, sign all certificates
representing shares of the corporation and shall perform the duties
usually incident to the office and such other duties as may be
prescribed by the Board of Directors from time to time.
4.9) Chief Financial Officer. The Chief Financial Officer
shall keep accurate accounts of all monies of the corporation received
or disbursed, and shall deposit all monies, drafts and checks in the
name of and to the credit of the corporation in such banks and
depositories as the Board of Directors shall designate from time to
time. He or she shall have power to endorse for deposit the funds of
the corporation as authorized by the Board of Directors. He or she
shall render to the Chairman of the Board, Chief Executive Officer and
the Board of Directors, whenever required, an account of all of his or
her transactions as Chief Financial Officer and statements of the
financial condition of the corporation, and shall perform the duties
usually incident to the office and such other duties as may be
prescribed by the Board of Directors from time to time.
4.10) Other Officers. The Board of Directors may appoint
one or more Assistant Secretaries and such other officers, agents and
employees as the Board may deem advisable. Each officer, agent or
employee so appointed shall hold office at the pleasure of the Board
and shall perform such duties as may be assigned to him or her by the
Board, Chairman of the Board or Chief Executive Officer.
ARTICLE 5.
INDEMNIFICATION
5.1) Indemnification of Directors and Officers. To the
full extent permitted by Minnesota Statutes, Section 302A.521, as
amended from time to time, or by other provisions of law, each person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, wherever
brought, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of
the corporation or by reason of the fact that such person is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the corporation
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding. The
indemnification provided by this section shall continue as to a person
who has ceased to be a director or officer of the corporation and
shall inure to the benefit of the heirs, executors and administrators
of such person.
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5.2) Indemnification of Employees. Each person who is not
eligible for indemnification pursuant to Section 5.1 above and who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, wherever brought,
whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was an employee of the corporation or
by reason of the fact that such person is or was serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, may be indemnified by the corporation by action of the
Board of Directors in accordance with the procedures described by
Minnesota Statutes, Chapter 302A, as amended from time to time,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by such
person in connection with such action, suit or proceeding; provided,
however, no person covered by this Section 5.2 shall be entitled to
indemnification or advances for such person's negligent, wilful
conduct or unlawful activity (regardless of action or omission). The
indemnification provided by this section shall continue as to a person
who has ceased to be an employee and shall inure to the benefit of the
heirs, executors and administrators of such person.
5.3) Advance Payments. The corporation may pay in advance
of final disposition expenses incurred in actions, suits and
proceedings specified in Sections 5.1 and 5.2 above and in accordance
with the standards and procedures set forth in Section 5.1, with
respect to officers and directors, and Section 5.2, with respect to
employees not covered by Section 5.1.
5.4) Insurance. To the full extent permitted by Minnesota
Statutes, Section 302A.521, as amended from time to time, or by other
provisions of law, the corporation may purchase and maintain insurance
on behalf of any indemnified party against any liability asserted
against such person and incurred by such person in such capacity.
ARTICLE 6.
SHARES AND THEIR TRANSFER
6.1) Certificated or Uncertificated Stock. Shares of the
corporation may be certificated, uncertificated, or a combination
thereof. A certificate representing shares of the corporation shall
be in such form as the Board of Directors may prescribe, certifying
the number of shares of stock of the corporation owned by such
shareholder. The certificates for such stock shall be numbered
(separately for each class) in the order in which they are issued and
shall, unless otherwise determined by the Board of Directors, be
signed by the Chairman and the Secretary or an Assistant Secretary of
the corporation, if there be one.
6.2) Stock Record. As used in these Bylaws, the term
"shareholder" shall mean the person, firm or corporation in whose name
outstanding shares of capital stock of the corporation are currently
registered on the stock record books of the corporation. A record
shall be kept of the name of the person, firm or corporation owning
the stock represented by such certificates respectively, the
respective dates thereof and, in the case of cancellation, the
respective dates of cancellation. Every certificate surrendered to
the corporation for exchange or transfer shall be cancelled and no new
certificate or certificates shall be issued in exchange for any
existing certificate until such existing certificate shall have been
so cancelled (except as provided for in Section 6.5 of this Article
6).
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6.3) Facsimile Signatures. Where a certificate is signed
(1) by a transfer agent or an assistant transfer agent, or (2) by a
transfer clerk acting on behalf of the corporation and a registrar,
the signature of any such Chairman, Secretary or Assistant Secretary
may be a facsimile. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers
of the corporation before such certificate or certificates have been
delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered
as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used
thereon had not ceased to be such officer or officers of the
corporation.
6.4) Transfer of Shares. Transfer of shares on the books
of the corporation may be authorized only by the registered holder of
such shares (or the shareholder's legal representative or duly
authorized attorney in fact). In the case of shares represented by a
certificate, transfer of such shares shall only occur upon surrender
of the certificate duly endorsed, while transfer of uncertificated
shares shall only occur upon a shareholder's compliance with such
procedures the corporation or its transfer agent may require.
6.5) Lost Certificate. Any shareholder claiming a
certificate of stock to be lost or destroyed shall make an affidavit
or affirmation of that fact in such form as the Board of Directors may
require, and shall, if the directors so require, give the corporation
a bond of indemnity in form and with one or more sureties satisfactory
to the Board of at least double the value, as determined by the Board,
of the stock represented by such certificate in order to indemnify the
corporation against any claim that may be made against it on account
of the alleged loss or destruction of such certificate, whereupon a
new certificate may be issued in the same tenor and for the same
number of shares as the one alleged to have been destroyed or lost.
ARTICLE 7.
GENERAL PROVISIONS
7.1) Dividends. Subject to the provisions of the Articles
of Incorporation and of these Bylaws, the Board of Directors may
declare dividends from the net earnings or net assets of the
corporation available for dividends whenever and in such amounts as,
in its opinion, the condition of the affairs of the corporation shall
render it advisable and to the extent permitted by law.
7.2) Surplus and Reserves. Subject to the provisions of
the Articles of Incorporation and of these Bylaws, the Board of
Directors in its discretion may use and apply any of the net earnings
or net assets of the corporation available for such purpose to
purchase or acquire any of the shares of the capital stock of the
corporation in accordance with law, or any of its bonds, debentures,
notes, scrip or other securities or evidences of indebtedness, or from
time to time may set aside from it net assets or net earnings such
sums as it, in its absolute discretion, may think proper as a reserve
fund to meet contingencies, for the purpose of maintaining or
increasing the property or business of the corporation, or for any
other purpose it may think conducive to the best interests of the
corporation.
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7.3) Fiscal Year. The fiscal year of the corporation shall
be established by the Board of Directors.
7.4) Seal. The corporation shall have such corporate seal
or no corporate seal as the Board of Directors shall from time to time
determine.
7.5) Securities of Other Corporations.
(a) Voting Securities Held by the Corporation. Unless
otherwise ordered by the Board of Directors, the Chief Executive
Officer shall have full power and authority on behalf of the
corporation (i) to attend and to vote at any meeting of security
holders of other companies in which the corporation may hold
securities; (ii) to execute any proxy for such meeting on behalf of
the corporation and (iii) to execute a written action in lieu of a
meeting of such other company on behalf of this corporation. At such
meeting, by such proxy or by such writing in lieu of meeting, the
Chief Executive Officer shall possess and may exercise any and all
rights and powers incident to the ownership of such securities that
the corporation might have possessed and exercised if it had been
present. The Board of Directors may, from time to time, confer like
powers upon any other person or persons.
(b) Purchase and Sale of Securities. Unless otherwise
ordered by the Board of Directors, the Chief Executive Officer shall
have full power and authority on behalf of the corporation to
purchase, sell, transfer or encumber any and all securities of any
other company owned by the corporation and may execute and deliver
such documents as may be necessary to effectuate such purchase, sale,
transfer or encumbrance. The Board of Directors may, from time to
time, confer like powers upon any other person or persons.
ARTICLE 8.
MEETINGS
8.1) Waiver of Notice. Whenever any notice whatsoever is
required to be given by these Bylaws, the Articles of Incorporation or
any of the laws of the State of Minnesota, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before, at or after the time stated therein, shall be deemed
equivalent to the actual required notice.
8.2) Participation by Conference Telephone. Members of the
Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board of Directors or of such
committee by means of conference telephone, videoconference, or
similar communications equipment whereby all persons participating in
the meeting can hear and communicate with each other, and
participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting. The place of the meeting shall be
deemed to be the place of origination of the conference telephone call
or similar communication technique.
8.3) Authorization Without Meeting. Any action of the
shareholders, the Board of Directors, or any lawfully constituted
committee of the corporation which may be taken at a meeting thereof,
may be taken without a meeting if authorized by a writing signed by
all of the holders of shares who would be entitled to vote on that
action, by all of the directors, or by all of the members of such
committee, as the case may be.
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ARTICLE 9.
AMENDMENTS OF BYLAWS
9.1) Amendments. These Bylaws may be altered, amended,
added to or repealed by the affirmative vote of a majority of the
members of the Board of Directors at any regular meeting of the Board
or at any special meeting of the Board called for that purpose,
subject to the power of the shareholders to change or repeal such
Bylaws and subject to any other limitations on such authority of the
Board provided by the Minnesota Business Corporation Act.
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