As Amended through July 6, 1999
BYLAWS
OF
TEKTRONIX, INC.
ARTICLE I
SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of shareholders
shall be held on the date and at the time each year as shall be fixed by the
board of directors and stated in the notice of meeting, for the purpose of
electing directors and for the transaction of such other business as may
properly come before the meeting.
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
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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
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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
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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. Effective as of the July 6, 1999 Special Board
meeting, the number of directors of the corporation shall be eleven, consisting
of four Class I directors, four Class II directors, and three Class III
directors. 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
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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
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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
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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
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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.
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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, or such
other individuals as may be designated by the Board of Directors from time to
time, 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.
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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
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(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
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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.
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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.
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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
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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
16
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,
and as amended with regard to Article I at a meeting of the board of directors
of the company held on September 20, 1995, and as amended with regard to Article
II at a meeting of the board of directors of the company held on January 17,
1996, and as amended with regard to Articles II and IV at a meeting of the board
of directors of the company held on June 19, 1996, and as amended with regard to
Article II at a meeting of the board of directors of the company held on March
19, 1997, and as amended with regard to Article II at a meeting of the board of
directors of the company held on May 15, 1997, and as amended with regard to
Article II at a meeting of the board of directors of the company held on June
26, 1997, and as amended with regard to Article II at a meeting of the board of
directors of the company held on March 17, 1999, and as amended with regard to
Article II at a meeting of the board of directors of the company held on July 6,
1999.
JAMES F. DALTON
-----------------------------------
Secretary
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