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EXHIBIT 3.2
BYLAWS
OF
SHELDAHL, INC.
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ARTICLE I
Shareholders
Section 1. Unless the Board of Directors establishes a different date
and time with respect to a particular Annual Meeting, the Annual Meeting of
Shareholders of this Corporation shall be held on the second Wednesday in May of
each year, at such time and place as may be designated therefor by the Board of
Directors. A notice setting out the time and place of the Annual Meeting shall
be mailed, postage prepaid to each shareholder of record at his address as it
appears on the records of the Corporation, or if no such address appears, at his
last known address, at least ten days prior to the Annual Meeting, but any
shareholder may waive such notice either before, at or after such meeting by a
signed waiver in writing.
Section 2. At the annual meeting, the shareholders shall elect
directors of the corporation and shall transact such other business as may
properly come before them. To be properly brought before the meeting, business
must be of a nature that is appropriate for consideration at an annual meeting
and must be (i) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before the 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 by
United States mail, postage prepaid, to the secretary of the corporation, not
less than 45 days nor more than 60 days prior to a meeting date corresponding to
the previous year's annual meeting. Each such notice to the secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting (w) 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, (x) the name and address of record of the shareholders proposing such
business, (y) the class or series (if any) and number of shares of the
corporation which are owned by the shareholder, and (z) any material interest of
the shareholder in such business. 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 3. A special meeting of the shareholders may be called at any
time by the chief executive officer or chief financial officer of the
corporation, and shall be called by the president or the secretary upon the
request in writing, or by vote of, two or more directors or upon the
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request in writing of shareholders of record owning one-tenth of the outstanding
shares of common stock. Such meeting shall be called by mailing a notice thereof
as above provided in the case of the annual meeting of shareholders, which
notice shall state the purpose or purposes of the meeting.
Section 4. At any shareholders meeting, each shareholder shall be
entitled to one vote for each share of stock standing in his name on the books
of the corporation as of the date of the meeting. Any shareholder may vote
either in person or by proxy. The presence in person or by proxy of the holders
of a majority of the shares of stock entitled to vote at any shareholders
meeting shall constitute a quorum for the transaction of business. If no quorum
be present at any meeting, the shareholders present in person or by proxy may
adjourn the meeting to such future time as they shall agree upon without further
notice other than by announcement at the meeting at which such adjournment is
taken.
ARTICLE II
Directors
Section 1. The Board of Directors shall have the general management and
control of all business and affairs of the corporation and shall exercise all
the powers that may be exercised or performed by the corporation under the
statutes, its Articles of Incorporation, and its Bylaws.
Section 2. The Board of Directors of this corporation shall consist of
seven (7) directors and a majority of the directors then holding office shall
constitute a quorum.
Section 3. Each Director elected at the Annual Meeting of Shareholders
shall be elected for a term of one year, and shall hold office for that term and
until his successor is elected and qualified. If a vacancy in the Board occurs
by reason of death, resignation, or otherwise, then the vacancy may be filled
for the unexpired portion of the term in which it occurs by a majority vote of
the remaining Directors.
Each Director elected by the Board of Directors to fill a newly created
directorship resulting from an increase in the authorized number of Directors by
action of the Board of Directors shall hold office until his successor is
elected by the shareholders. The shareholders may make such election at their
next Annual Meeting or at a special meeting duly called for that purpose. Each
newly created directorship shall be filled by a vote of two-thirds of the
Directors serving on the Board at the time the Bylaws are amended by action of
the Board of Directors to increase the number of directorships.
Section 4. The Board of Directors may meet regularly at such time and
place as it shall fix by resolution and no notice of regular meetings shall be
required. Special meetings of the Board of Directors may be called by the
Chairman of the Board, the President or any two Directors by giving at least
three days notice to each of the other Directors by mail, telephone, telegraph,
or in person, provided that such notice may be waived either before, at, or
after a meeting by any Director by a signed waiver in writing.
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Section 5. Any action which might have been taken at a meeting of the
Board of Directors may be taken without a meeting if done in writing, signed by
all of the Directors, and any such action shall be as valid and effective in all
respects as if taken by the Board at a regular meeting.
Section 6. The Board of Directors shall fix and change as it may from
time to time determine by a majority vote the compensation to be paid the
officers of the corporation, and, if deemed appropriate, the members of the
Board of Directors.
Section 7. Subject to the provisions of applicable laws and its
Articles of Incorporation, the Board of Directors shall have full power to
determine whether any, and if any, what part of any, funds legally available for
the payment of dividends shall be declared in dividends and paid to the
shareholders; the division of the whole or any part of such funds of this
corporation shall rest wholly within the discretion of the Board of Directors,
and it shall not be required at any time, against such discretion, to divide or
pay any part of such funds among or to the stockholders as dividends or
otherwise.
Section 8. Except as otherwise provided in Article III of these Bylaws,
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 may 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 9. Subject to the rights of holders of any class or series of
stock having a preference over the common shares as to dividends or upon
liquidation, nominations for the election of directors may be made by the Board
of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote generally in the election of directors. However,
any shareholder entitled to vote generally in the election of directors may
nominate one or more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the secretary of the corporation not less than 45 days
nor more than 60 days prior to a meeting date corresponding to the previous
year's annual meeting. Each such notice to the secretary shall set forth: (i)
the name and address of record of the shareholder who intends to make the
nomination; (ii) a representation that the shareholder is a holder of record of
shares of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (iii) the name, age, business and residence addresses, and
principal occupation or employment of such nominee; (iv) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (v) such other
information regarding each nominee proposed by such
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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 is so
elected. The corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
The presiding officer of the meeting may, if the facts warrant, determine that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE III
Executive Committee
The Board of Directors may by unanimous affirmative action of the
entire Board designate two or more of their number to constitute an Executive
Committee which, to the extent determined by unanimous affirmative action of the
Board, shall have and exercise the authority of the Board in the management of
the business of the corporation. Such Executive Committee shall act only in the
interval between meetings of the Board and shall be subject at all times to the
control and direction of the Board.
ARTICLE IV
Officers
Section 1. The officers of this corporation shall be a President, one
or more Vice Presidents (any one of which may be designated as Executive Vice
President or Senior Vice President, in the discretion of the directors), a
Treasurer (designated as a Chief Financial Officer, Vice President-Finance or
Controller), a Secretary and such other and further officers as may be deemed
necessary from time to time by the Board of Directors, each of whom shall be
elected by the Board of Directors.
Section 2. The Chairman of the Board shall not be an officer of the
Company but shall be designated by the Board of Directors as the individual who
shall preside at all meetings of the Board of Directors and of the shareholders
and shall make such reports to the Board of Directors and shareholders as may,
from time to time, be required.
Section 3. The duties and responsibilities of the Chairman of the Board
set forth in Article IV, Section 2 of these Bylaws shall be performed, in the
absence of the Chairman of the Board, by the President.
Section 4. The President shall make such reports to the Board of
Directors, as may from time to time be required, and shall have such powers and
shall perform such other duties as may be from time to time assigned to him by
the Board of Directors.
Section 5. The Vice Presidents of the Corporation shall each have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as from
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time to time may be conferred by the Board of Directors. In case of the death,
resignation or disability of the President, the Vice President designated as
Executive Vice President, or if none, the Vice President designated as Senior
Vice President, or if neither, the Vice President who has held that office for
the longest continuous period of time, shall assume the duties and
responsibilities of the President until further action by the Board of
Directors.
Section 6. The Secretary shall keep a record of the meetings and
proceedings of the Directors and shareholders, have custody of the corporate
seal and of other corporate records not specifically entrusted to some other
official by these Bylaws or by direction of the Board of Directors, and shall
give notice of such meetings as are required by these Bylaws or by the
Directors.
Section 7. The Treasurer shall keep accounts of all monies and assets
of the corporation received or disbursed, shall deposit all funds in the name of
and to the credit of the corporation in such banks or depositories or with such
custodians as may be authorized to receive the same by these Bylaws or the Board
of Directors, and shall render such accounts thereof as may be required by the
Board of Directors, the President, or the shareholders.
Section 8. All other officers of the corporation elected or appointed
by the Board of Directors shall have such powers and duties as generally pertain
to their respective offices, as well as such powers and duties as from time to
time may be conferred upon them by the Board of Directors.
ARTICLE V
Fiscal Year
The Corporation's fiscal year shall be the Friday closest to December
31 of each year, beginning with the fiscal year ended December 29, 2000.
ARTICLE VI
Office
The principal office of this corporation shall be at Northfield,
Minnesota. The corporation may also have an office or offices at such other
places and in such other states as the Board of Directors may from time to time
authorize and establish.
ARTICLE VII
Seal
The corporation shall have a corporate seal which shall bear the name
of the corporation and the name of the state of incorporation and the words
"corporate seal." It shall be in such form and bear such other inscription as
the Board of Directors may determine or approve.
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ARTICLE VIII
General Provisions
Section 1. Shares of stock in this corporation not exceeding the
authorized number thereof as specified in the Articles of Incorporation may be
issued, and certificates therefor shall be authenticated by the Chairman of the
Board, President or any Vice President and the Secretary or Treasurer upon
authorization by the Board of Directors and receipt by the corporation of such
consideration for such shares as shall be specified by the Board of Directors.
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 the 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
the 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 the 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 2. The Board of Directors may establish reasonable regulations
for recording of transfers of shares of stock in this corporation, and may
establish a date, not earlier than 60 days prior to any shareholders meeting, as
of which the shareholders entitled to vote and participate in any shareholders
meeting shall be determined.
Section 3. From time to time as it may deem appropriate and
advantageous to the best interests of this corporation, the Board of Directors
may establish such bonus, pension, profit sharing, stock bonus, stock purchase,
stock option, or other employee incentive plans, as and for the benefit of such
of the corporation's employees as it in its sole discretion shall determine.
Section 4. No certificate for shares of stock in this corporation, or
any other security issued by this corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction, or theft and on delivery to the
corporation, if the Board of Directors shall so require, of a bond of indemnity
in such amount (not exceeding twice the value of the shares represented by such
certificate), upon such terms and secured by such surety as the Board of
Directors may in its discretion require.
Section 5. Any person who at any time shall serve, or shall have
served, as a director, officer, or employee of this corporation, or of any other
enterprise at the request of this corporation, and the heirs, executors and
administrators of such person, shall be indemnified by this corporation in
accordance with, and to the fullest extent provided by, the provisions of the
Minnesota Business Corporation Act as it may from time to time be amended.
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ARTICLE IX
Adoption and Amendment
Section 1. These Bylaws shall become and remain effective until amended
or superseded as hereinafter provided when they shall have been adopted by the
Board of Directors named in the Articles of Incorporation, or in the absence of
such adoption, by the shareholders.
Section 2. The Board of Directors may alter or may amend these Bylaws
and may make or adopt additional Bylaws, subject to the power of the
shareholders to change or repeal the Bylaws, except that the Board of Directors
shall not make or alter any Bylaw relating to the qualifications or terms of
office of the Directors. The Board of Directors may make, adopt, alter or amend
any Bylaw to increase, but not to decrease, the number of Directors.
Section 3. The shareholders may alter or amend these Bylaws and may
make or adopt additional Bylaws by a majority vote at any annual meeting of the
shareholders or at any special meeting called for that purpose.
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