EXHIBIT 3.2
BYLAWS
OF
NVE CORPORATION
ARTICLE I
NAME AND ADDRESS
SECTION 1. NAME. The name of the Corporation is NVE Corporation.
SECTION 2. REGISTERED OFFICE AND AGENT. The address of the registered office is
5805 Amy Drive, Edina, Minnesota 55436; and the name of the registered agent at
this address is James M. Daughton.
ARTICLE II
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of this Corporation shall begin on April
1 and end on March 31.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
registered office of the Corporation or at any other place the Board of
Directors may from time to time select.
SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders shall be held
on February 15 of each year, if this day is not a holiday, and if a holiday,
then on the first following day that is not a legal holiday. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or dissolution
of the Corporation.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the president, the Board of Directors, or the holders of not less than three
percent of the shares outstanding and entitled to vote.
SECTION 4. NOTICE OF MEETINGS & WAIVER. Written notice stating the place, day,
hour of the meeting, and the purpose or purposes for which the meeting is
called, shall be delivered not less than 10 nor more than 60 days before the
date of an annual meeting and not less than 3 nor more than 60 days before the
date of a special meeting, either personally or by mail, by or at the direction
of the President, or other officer or persons calling the meeting, to each
registered holder entitled to vote at such meeting.
SECTION 5. PROXIES. A shareholder entitled to vote may cast or authorize the
casting of a vote by filing a written appointment of a proxy with an officer of
the Corporation on or before the meeting at which the appointment is to be
effective. A proxy shall not be valid after 11 months from the date of its
execution.
SECTION 6. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders.
If a quorum is present the affirmative votes of a majority of the shareholders
in attendance shall approve the action. The shareholders present at a duly
organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
SECTION 7. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer book shall be closed for a stated period but not to exceed, in
any case, 50 days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, the books shall be closed for at least 10 days immediately
preceding the meeting. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice or to
vote at a meeting of shareholders or shareholders entitled to receive payment of
a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring the dividend is
adopted, as the case may be, shall be the record date for the determination of
shareholders.
SECTION 8. ACTION WITHOUT A MEETING. An 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. The
written action is effective when it has been signed by all of those
shareholders, unless a different effective time is provided in the written
action.
ARTICLE IV
THE BOARD OF DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS. The businesses and affairs of the
Corporation shall be managed by a Board of Directors initially comprised of five
members, who need not be residents of the State of Minnesota or shareholders of
the Corporation.
SECTION 2. ELECTION. Members of the initial Board of Directors shall hold office
until the first annual meeting of shareholders and until their successors shall
have been elected and qualified. At the first annual meeting of shareholders,
and at each annual meeting thereafter, the shareholders shall elect Directors to
hold office until the next succeeding annual meeting. Each Director shall hold
office for the term for which he is elected and until his successor shall be
elected and qualified.
SECTION 3. VACANCIES. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors though
less than a quorum of the Board of Directors. A Director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.
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SECTION 4. COMPENSATION. The Board of Directors may fix the compensation of
directors. A director may serve the Corporation in a capacity other than that of
director and receive compensation for the services rendered in that other
capacity.
SECTION 5. REMOVAL. Any one or all of the directors may be removed at any time,
with or without cause, by the vote of a majority of the shares entitled to vote
at an election of directors.
SECTION 6. RESIGNATION. A director may resign at any time by giving written
notice to the Corporation. The resignation is effective without acceptance when
the notice is given to the Corporation, unless a later effective time is
specified in the notice.
ARTICLE V
MEETINGS OF THE BOARD
SECTION 1. PLACE OF MEETINGS. Meetings of the Board of Directors may be held at
the registered office of the Corporation or at any other place the board may
select.
SECTION 2. ANNUAL MEETING. The Board of Directors shall meet each year
immediately after the annual meeting of the officers and conduct other business.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the president or by any two (2) members of the board.
SECTION 4. NOTICE OF MEETINGS. Notice of the annual meeting of the Board of
Directors need not be given. Written notice of each special meeting, setting
forth the time and place of the meeting shall be given to each director at least
10 days before the meeting. This notice may be given either personally, or by
sending a copy of the notice through the United States mail or by telegram,
charges prepaid, to the address of each director appearing on the books of the
Corporation.
SECTION 5. WAIVER OF NOTICE. A director may waive in writing notice of a special
meeting of the board either before or after the meeting; and his waiver shall be
deemed the equivalent of giving notice. Attendance of a director at a meeting
shall constitute waiver of notice of that meeting unless he attends for the
express purpose of objecting to the transaction of business because the meeting
has not been lawfully called or convened.
SECTION 6. QUORUM. At meetings of the Board of Directors a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business. If a quorum is present, the acts of a majority of the
directors in attendance shall be the acts of the board.
SECTION 7. ACTION WITHOUT A MEETING. Any action that may be taken at a meeting
of the directors may be taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed by all directors.
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ARTICLE VI
THE OFFICERS
SECTION 1. OFFICERS. The executive officers of the Corporation shall be chosen
by the Board of Directors and shall consist of a President, who is the Chief
Executive Officer and a Chief Financial Officer. Two or more offices may be held
by the same person. Other officers, assistant officers, agents and employees
that the Board of Directors from time to time may deem necessary may be elected
or appointed by the board.
Officers shall hold office until their successors are chosen and have qualified,
unless they are sooner removed from office as provided in these bylaws.
SECTION 2. VACANCIES. Whenever vacancies shall occur in any office by death,
resignation, increase in the number of offices of the Corporation, or otherwise,
the same shall be filled by the Board of Directors and the officer so elected
shall hold office until his successor is chosen and qualified.
SECTION 3. SALARIES. The Board of Directors shall fix the salaries of the
officers of the Corporation. The salaries of other agents and employees of the
Corporation may be fixed by the Board of Directors or by an officer to whom that
function has been delegated by the board.
SECTION 4. REMOVAL OF OFFICERS AND AGENTS. An officer or agent of the
Corporation may be removed by a majority vote of the Board of Directors whenever
in their judgment the best interests of the Corporation will be served by the
removal. The removal shall be without prejudice to the contract rights, if any,
of the person so removed.
SECTION 5. THE PRESIDENT (CHIEF EXECUTIVE OFFICER). The president shall:
(a) Have general active management of the business of the
Corporation;
(b) When present, preside at all meetings of the board and of
the shareholders;
(c) See that all orders and resolutions of the board are
carried into effect;
(d) Sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to the
business of the Corporation, except in cases in which the authority to
sign and deliver is required by law to be exercised by another person
or is expressly delegated by the articles or bylaws or by the board to
some other officer or agent of the Corporation;
(e) Maintain records of and, whenever necessary, certify all
proceedings of the board and the shareholders; and
(f) Perform other duties prescribed by the board.
SECTION 6. CHIEF FINANCIAL OFFICER. The chief financial officer shall:
(a) Keep accurate financial records for the Corporation;
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(b) Deposit all money, drafts, and checks in the name of and
to the credit of the Corporation in the banks and depositories
designated by the board;
(c) Endorse for deposit all notes, checks, and drafts received
by the Corporation as ordered by the board, making proper vouchers
therefor;
(d) Disburse corporate funds and issue checks and drafts in
the name of the Corporation, as ordered by the board;
(e) Render to the chief executive officer and the board,
whenever requested, an account of all transactions by the chief
financial officer and of the financial condition of the Corporation;
and
(f) Perform other duties prescribed by the board or by the
chief executive officer.
SECTION 7. DELEGATION OF DUTIES. Whenever an officer is absent or whenever for
any reason the Board of Directors may deem it desirable, the board may delegate
the powers and duties of an officer to any other officer or officers or to any
director or directors.
ARTICLE VII
SHARE CERTIFICATES AND THE TRANSFER OF SHARES
SECTION 1. SHARE CERTIFICATES. The share certificates shall be in a form
approved by the Board of Directors. Each certificate shall be signed by the
president.
SECTION 2. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat
the holder of record of shares as the holder in fact and, except as otherwise
provided by the laws of Minnesota, shall not be bound to recognize any equitable
or other claim to or interest in the shares.
SECTION 3. TRANSFER OF SHARES. Shares of the Corporation shall only be
transferred on its books upon the surrender to the Corporation of the share
certificates duly indorsed or accompanied by proper evidence of succession,
assignment or authority to transfer. In that event, the surrendered certificates
shall be canceled, new certificates issued to the person entitled to them, and
the transaction recorded on the books of the Corporation.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of a certificate alleged to have been
destroyed or lost if the owner makes an affidavit that it is destroyed or lost.
The board, in its discretion, may as a condition precedent to issuing the new
certificate, require the owner to give the Corporation a bond as indemnity
against any claim that may be made against the Corporation on the certificate
allegedly destroyed or lost.
ARTICLE VIII
SPECIAL CORPORATE ACTS
SECTION 1. EXECUTION OF WRITTEN INSTRUMENTS. Contracts, deeds, documents and
instruments shall be executed by the president unless the Board of Directors
shall in a particular situation designate another procedure for their execution.
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SECTION 2. SIGNING OF CHECKS AND NOTES. Checks, notes, drafts, and demands for
money shall be signed by the officer or officers from time to time designated by
the Board of Directors.
SECTION 3. VOTING SHARES HELD IN OTHER CORPORATIONS. In the absence of other
arrangement by the Board of Directors, shares of stock issued by any other
corporation and owned or controlled by this Corporation may be voted at any
shareholders' meeting of the Corporation by the president of this Corporation
or, if he is not present at the meeting, by such person as the president of the
Corporation shall by duly executed proxy designate to represent the Corporation
at the meeting.
ARTICLE IX
AMENDMENTS
SECTION 1. AMENDMENTS. The power to alter, amend, or repeal the Bylaws, or to
adopt new Bylaws is vested in the Board of Directors. The Bylaws may contain any
provision for the regulations and management of the affairs of the Corporation
not prohibited by law or the Articles of Incorporation.
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