EXHIBIT 3.2
BYLAWS
OF
CARDIA, INC.
ARTICLE I
OFFICES AND CORPORATE SEAL
Section 1.01. Registered and Other Offices. The registered office of
the corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or statement of the Board of Directors filed with the Secretary of State of
Minnesota changing the registered office in the manner prescribed by law. The
corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors shall, from time to time, determine.
Section 1.02. Corporate Seal. If so directed by the Board of Directors,
the corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
corporation. The seal need only include the word "seal", but it may also
include, at the direction of the Board, such additional wording as is permitted
by law.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Time and Place of Meetings. Annual or special meetings of
the shareholders, if any, shall be held on the date and at the time and place
fixed by the Chairman or Co-Chairman of the Board of Directors, or if a Chairman
of the Board of Directors has not been elected, by the President or the Chief
Executive Officer in the absence of Board action, or the Board, except that a
special meeting called by, or at the demand of a shareholder or shareholders,
shall be held in the county where the principal executive office is located.
Section 2.02. Annual Meetings. Annual meetings of the shareholders
shall be considered and treated as regular meetings of the shareholders under
Chapter 302A of the Minnesota Statutes. No meeting shall be considered an annual
meeting unless specifically designated as such in the notice of meeting or
unless all the shareholders are present in person or by proxy and none of them
objects to such designation. At any annual meeting of the shareholders there
shall be an election of qualified successors for directors who serve for an
indefinite term and whose terms have expired or are due to expire within six (6)
months after the date of the meeting. Any business appropriate for action by the
shareholders may be transacted at an annual meeting. To be properly brought
before the meeting, business must be of a nature that is appropriate for
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consideration at an annual meeting and must be (i) specified in the notice of
meeting (or any supplement thereto) 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 (as the term "shareholder" is defined in Chapter 302A of the
Minnesota Statutes). In addition to any other applicable requirements, for
matters to be properly brought before the annual 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 delivery by United States mail, postage prepaid, addressed
to the Secretary of the corporation at the registered office of the corporation,
not less than 45 days nor more than 75 days prior to a meeting date
corresponding to the previous year's annual meeting. Risk of non-delivery shall
rest on whose behalf the attempted delivery is made. Each such notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address of record of the shareholders
proposing such business, (iii) the class or series (if any) and number of shares
of the corporation which are owned by the shareholder, (iv) any material
interest of the shareholder in such business, and (v) such other information
regarding such proposed business as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission. Notwithstanding anything in these Bylaws to the contrary, no
business shall be transacted at the annual 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 annual meeting in accordance with these
Bylaws.
Section 2.03. Demand by Shareholders. Annual or special meetings may be
demanded by a shareholder or shareholders, pursuant to the provisions of
Minnesota Statutes, Sections 302A.431, Subd. 2, and 302A.433, Subd. 2,
respectively, or any successor statutes.
Section 2.04. Quorum, Adjourned Meetings. The holders of a majority of
the voting power of the shares entitled to vote at a meeting constitute a quorum
for the transaction of business; said holders may be present at the meeting
either in person or by proxy. In the absence of a quorum, any meeting may be
adjourned to a subsequent date, provided a notice of such adjournment is mailed
to each shareholder entitled to vote at least five (5) days before such
adjourned meeting. If a quorum is present, a meeting may be adjourned from time
to time without notice other than announcement at such meeting. At adjourned
meetings at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally noticed. If a quorum is
present when a duly called or held meeting is convened, the shareholders present
may continue to transact business until adjournment, even though withdrawal of
shareholders originally present leaves less than the proportion or number
otherwise required for a quorum.
Section 2.05. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Unless otherwise provided by
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the Articles of Incorporation or a resolution of the Board of Directors filed
with the Secretary of State, each shareholder shall have one vote for each share
held. Upon demand of any shareholder, the vote upon any question before the
meeting shall be by ballot.
Section 2.06. Closing of Books. 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 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 the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of, and to
vote at, any meeting of shareholders, the record date shall be the twentieth
(20th) day preceding the date of such meeting.
Section 2.07. Notice of Meetings. Notice of all meetings of
shareholders shall be given to every holder of voting shares, except where the
meeting is an adjourned meeting at which a quorum was present and the date, time
and place of the meeting were announced at the time of adjournment. The notice
shall be given at least five (5) but not more than sixty (60) days before the
date of the meeting except that written notice of a meeting at which there is to
be considered either (i) an agreement of merger or consolidation, (ii) a
proposal to dispose of all or substantially all of the property and assets of
the corporation, (iii) a proposal to dissolve the corporation, or (iv) a
proposal to amend the Articles of Incorporation, shall be mailed to all
shareholders, whether entitled to vote or not, at least fourteen (14) days prior
thereto. Every notice of any special meeting shall state the purpose or purposes
for which the meeting has been called, and the business transacted at all
special meetings shall be confined to the purpose stated in the call, unless all
of the shareholders are present in person or by proxy and none of them objects
to consideration of a particular item of business.
Section 2.08. Waiver of Notice. A shareholder may waive notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at or after the meeting and whether given in
writing, orally or by attendance.
Section 2.09. Authorization Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting by written action signed by all of the shareholders entitled to vote on
that action.
ARTICLE III
DIRECTORS
Section 3.01. General Powers. The Board of Directors shall have the
general management and control of all business and affairs of the corporation
and shall exercise all the
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powers that may be exercised or performed by the corporation under Minnesota law
and the corporation's Articles of Incorporation and these Bylaws.
Section 3.02. Number of Directors. The Board of Directors of this
corporation shall consist of not fewer than three (3) or more than nine (9)
directors, as may be designated by the Board of Directors from time to time. The
directors shall be divided into three (3) classes, as nearly equal in number as
the then total number of directors constituting the whole Board permits, with
the term of office of one class expiring each year at the annual meeting of
shareholders. Except as otherwise provided, each director shall be elected by
the shareholders to hold office for a term of three consecutive years. Each
director shall serve until his or her successor shall have been elected or until
he or she shall retire, resign, die or shall have been removed as hereinafter
provided.
Section 3.03. Vacancies. Any vacancies occurring in the Board of
Directors for any reason, and any newly created directorships resulting from an
increase in the number of directors, may be filled by a majority of the
directors then in office. Any directors so chosen shall hold office until the
next election of directors at an annual or special meeting of shareholders and
until their successors shall be elected subject, however, to prior retirement,
resignation, death or removal from office.
Section 3.04. Quorum. A majority of the directors then in office shall
constitute a quorum for the transaction of business, and if at any meeting of
the Board of Directors there shall be less than said quorum, a majority of those
present may adjourn the meeting from time to time. If a quorum is present when a
duly called or held meeting is convened, the directors present may continue to
transact business until adjournment, even though withdrawal of directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 3.05. Director Nominations. 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 shareholders entitled to vote generally in the
election of directors. Any shareholder (as the term "shareholder" is defined in
Chapter 302A of the Minnesota Statutes) entitled to vote generally in the
election of directors may nominate one or more persons for election as directors
at the annual 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 45 days nor more than 75 days prior to a meeting date
corresponding to the previous year's annual meeting. Risk of non-delivery shall
rest on the person on whose behalf the attempted delivery is made. 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 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
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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 or she should
so determine, it shall be so declared at the meeting and the defective
nomination shall be disregarded.
Section 3.06. Regular Meetings. Regular meetings of the Board of
Directors shall be held, without notice, at such time and place as shall from
time to time be determined by the Board.
Section 3.07. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman or Co-Chairman of the Board or the
President or Chief Executive Officer at any time and shall be called by him or
her whenever required to do so in writing by two or more members of the Board.
Section 3.08. Notice of Meetings. If the meeting is a regular meeting
of the Board, or if the date and time of a Board meeting has been announced at a
previous meeting, no notice is required. Otherwise, notice of a meeting of the
Board of Directors shall be given by the Secretary, Chief Executive Officer or
President who shall give at least seventy-two (72) hours' notice thereof to each
director by mail, telephone, telegraph or in person. The notice need not state
the purpose of the meeting.
Section 3.9. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by a director either before, at, or after such meeting
in a writing signed by such director; provided, however, that a director, by his
or her attendance and participation in any action taken at the meeting of the
Board of Directors, shall be deemed to waive notice of such meeting.
Section 3.10. Committees of the Board. The Board of Directors may, in
its discretion, by the affirmative vote of a majority of the directors, appoint
committees which shall have and may exercise such powers as shall be conferred
or authorized by the resolutions appointing them. A majority of any such
committee, if the committee be composed of more than two members, may determine
its action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to discharge any
such committee.
Section 3.11. Compensation of Directors. Directors who are not salaried
officers of this corporation may receive any combination of a fixed sum per
meeting attended, a fixed annual
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sum and/or such other compensation, including stock options and stock grants, as
may be determined, from time to time, by resolution of the Board of Directors.
All directors may receive reimbursement of expenses, if any, for attendance at
meetings of the Board of Directors or any committee thereof. Nothing herein
contained shall be construed to preclude any director from serving this
corporation in any other capacity and receiving compensation for such other
service.
Section 3.12. Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a Board of Directors'
meeting.
Section 3.13. Authorization without a Meeting. Any action required or
permitted to be taken at a meeting of the Board or any committee may be taken
without a meeting as authorized by law and this corporation's Articles.
Section 3.14. Electronic Communications. A director or committee member
may participate in a meeting by any means or communication through which such
person, other persons so participating, and all persons physically present at
the meeting may simultaneously hear each other during the meeting. Participation
in a meeting by that means constitutes presence in person at the meeting. A
conference among directors or committee members by any means of communication
through which such persons may simultaneously hear each other during the
conference is a meeting of the Board of Directors or committee, as the case may
be, if the same notice is given of the conference as would be required for a
meeting, and if the number of persons participating in the conference would be
sufficient to constitute a quorum at a meeting. Participation in a meeting by
that means constitutes presence in person at the meeting.
ARTICLE IV
OFFICERS
Section 4.01. Number and Offices. The officers of the corporation shall
consist of a Chief Executive Officer or President and a Chief Financial Officer
or Treasurer, and may also consist of one or more Vice Presidents, a Secretary
and any other officers the Board may designate. The Board may elect or appoint
any officers it deems necessary for the operation and management of the
corporation, each of whom shall have the powers, rights, duties,
responsibilities and terms of office determined by the Board from time to time.
Any number of offices or functions of those offices may be held or exercised by
the same person.
Section 4.02. Chairman of the Board. The Board of Directors may also
elect as an officer or officers a Chairman of the Board or two or more
Co-Chairmen of the Board, who, if so elected, shall preside at all meetings of
the Board of Directors and of the shareholders, shall make such reports to the
Board of Directors and the shareholders as may from time to time be required,
and shall have such other powers and shall perform such other duties as may be
from time to time assigned to him or her by the Board of Directors. If a
Chairman or Co-Chairman of
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the Board is not appointed, the duties and responsibilities of the Chairman of
the Board set forth in this Section 4.02 shall be performed by the Chief
Executive Officer.
Section 4.03. Election and Term of Office. The Board of Directors shall
from time to time elect a Chief Financial Officer or President and a Chief
Executive Officer or Treasurer and may elect one or more Vice Presidents, a
Secretary and any other officers or agents the Board deems necessary. Such
officers shall hold their offices until their successors are elected.
Section 4.04. Removal and Vacancies. Any officer may be removed from
office at any time by a majority of the whole Board of Directors, with or
without cause. Such removal, however, shall be without prejudice to the contract
rights of the person so removed. If there is a vacancy among the officers of the
corporation by reason of death, resignation or otherwise, such vacancy may be
filled for the unexpired term by the Board of Directors.
Section 4.05. Delegation of Authority. An officer elected or appointed
by the Board may delegate some or all of the duties or powers of such office to
other persons, provided that such delegation is in writing.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. Every shareholder of this
corporation shall be entitled to a certificate, to be in such form as prescribed
by law and adopted by the Board of Directors, certifying the number of shares of
the corporation owned by such shareholder. The certificates shall be numbered in
the order in which they are issued and shall be signed by the Chairman, Chief
Executive Officer, President or Chief Financial Officer. If a Secretary has been
elected, the certificates may also be signed by the Secretary. Every certificate
surrendered to the corporation for exchange or transfer shall be canceled and no
new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate has been so canceled.
Section 5.02. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the corporation up to the full amount authorized
by the Articles of Incorporation in such amounts as may be determined by the
Board of Directors and as may be permitted by applicable law. Shares shall be
allotted only in exchange for consideration in such forms as may be permitted by
applicable law. At the time of any such allotment of shares, the Board of
Directors making such allotment shall state, by resolution, their determination
of the fair value of the corporation in monetary terms of any consideration
other than cash for which shares are allotted. The amount of consideration to be
received in cash or otherwise shall not be less than the par value of the shares
so allotted.
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Section 5.03. Transfer of Shares. Transfer of shares on the books of
the corporation may be authorized by the shareholder named in the certificate or
the shareholder's legal representative and upon surrender of the certificate or
certificates for such shares. The corporation may treat as the absolute owner of
the shares of the corporation the person or persons in whose name or names the
shares are registered on the books of the corporation. In the event that a bank,
trust company or other similarly qualified corporation is designated and agrees
to act as the registrar and/or transfer agent for the corporation, then the
signatures of the officers specified above and any seal of the corporation may
be imprinted upon the stock certificates by facsimile and said certificates may
be authenticated by signature of an authorized agent of said registrar and/or
transfer agent. The officers of the corporation may delegate to such transfer
agent and/or registrar such of the duties relating to the recording and
maintenance of records relating to shares of stock and shareholders of the
corporation as may be deemed expedient and convenient and as are assumed by said
registrar and/or transfer agent.
Section 5.04. Lost Certificates. A new share certificate may be issued
in place of one that is alleged to have been lost, stolen or destroyed, but only
in accordance with applicable law and such other reasonable requirements imposed
by the Board of Directors.
ARTICLE VI
DISTRIBUTIONS
Section 6.01. Distributions. Subject to the provisions of the Articles
of Incorporation, the Board of Directors may cause the corporation to make
distributions pursuant to the provisions of the Minnesota Statutes, Section
302A.551.
Section 6.02. Record Date. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date preceding the date fixed
for the payment of any distribution or allotment of other rights as the record
date for the determination of the shareholders entitled to receive payment of
such distribution or allotment of such rights; and in such case only
shareholders of record on the date so fixed shall be entitled to receive such
payment or allotment notwithstanding any transfer of shares on the books of the
corporation after such record date. The Board of Directors may close the books
of the corporation against the transfer of shares during the whole or any part
of such period.
ARTICLE VII
BOOKS AND RECORDS; FISCAL YEAR
Section 7.01. Books and Records. The Board of Directors of the
corporation shall cause to be kept in such place as it may designate:
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(a) a share register, giving the names and addresses of the
shareholders, the number and classes of shares held by each,
and the dates on which the certificates therefor were issued;
(b) records of all proceedings of shareholders and directors;
(c) such other records and books of account as shall be necessary
and appropriate to the conduct of corporate business; and
(d) Bylaws of the corporation and all amendments thereto.
Section 7.02. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
ARTICLE VIII
INDEMNIFICATION
Any person who at any time shall serve or shall have served as
director, officer or employee of the corporation, or of any other enterprise at
the request of the corporation, and the heirs, executors and administrators of
such person shall be indemnified by the corporation, in accordance with and to
the fullest extent permitted by Minnesota Statutes Section 302A.521 and any
successor statute or any amendment thereto.
ARTICLE IX
AMENDMENTS
Section 9.01. General Amendment. These Bylaws may be altered, amended
or repealed or new Bylaws enacted by the affirmative vote of a majority of the
entire Board of Directors or at any annual meeting of the shareholders (or at
any special meeting thereof duly called for that purpose) by the affirmative
vote of a majority of the shares represented and entitled to vote at such
meeting (if notice of the proposed alteration or amendment is contained in the
notice of such meeting).
The undersigned Secretary hereby certifies that the foregoing Bylaws
were adopted as the complete Bylaws of the corporation by the Board of Directors
of said corporation on the ___ day of _________, 1998.
________________________________________
Patrick Delaney, Secretary
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