1
EXHIBIT 3.2
SECOND RESTATED BYLAWS OF
BIOANALYTICAL SYSTEMS, INC.
ARTICLE I
RECORDS PERTAINING TO SHARE OWNERSHIP
Section 1. Recognition of Shareholders. Bioanalytical Systems, Inc.
(the "Corporation") is entitled to recognize a person registered on its books as
the owner of shares of the Corporation as having the exclusive right to receive
dividends and to vote those shares, notwithstanding any other person's equitable
or other claim to, or interest in, those shares.
Section 2. Transfer of Shares. Shares are transferable only on the
books of the Corporation, subject to any transfer restrictions imposed by the
Articles of Incorporation, these Bylaws, or an agreement among shareholders and
the Corporation. Shares may be so transferred upon presentation of the
certificate representing the shares, endorsed by the appropriate person or
persons, and accompanied by (a) reasonable assurance that those endorsements are
genuine and effective, and (b) a request to register the transfer. Transfers of
shares are otherwise subject to the provisions of the Indiana Business
Corporation Law (the "Act"), Article 8 of the Indiana Uniform Commercial Code
and federal securities laws.
Section 3. Certificates. Each shareholder is entitled to a certificate
signed (manually or in facsimile) by the President or a Vice President and the
Secretary or an Assistant Secretary, setting forth (a) the name of the
Corporation and that it was organized under Indiana law, (b) the name of the
person to whom issued, (c) the number, class, and series of shares represented,
and (d) a conspicuous statement that the Corporation will furnish to the holder
of the certificate on request, in writing, and without charge, a summary of the
designations, relative rights, preferences, and limitations applicable to each
such class of shares, and the variations in rights, preferences, and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series). The Board of Directors
shall prescribe the form of the certificate.
Section 4. Lost or Destroyed Certificates. A new certificate may be
issued to replace a lost or destroyed certificate. Unless waived by the Board of
Directors, the shareholder in whose name the certificate was issued shall make
an affidavit or affirmation of the fact that the certificate is lost or
destroyed, shall advertise the loss or destruction in such manner as the Board
of Directors may require, and shall give the Corporation a bond of indemnity in
the amount and form which the Board of Directors may prescribe.
2
ARTICLE II
MEETINGS OF THE SHAREHOLDERS
Section 1. Annual Meetings. Annual meetings of the shareholders shall
be held on the second Monday in February of each year, or on such other date as
may be designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders may
be called by the President or by the Board of Directors. Special meetings of the
shareholders shall be called upon delivery to the Secretary of the Corporation
of one or more written demands for a special meeting of the shareholders
describing the purposes of that meeting and signed and dated by the holders of
at least 25% of all the votes entitled to be cast on any issue proposed to be
considered at that meeting.
Section 3. Notice of Meetings. The Corporation shall deliver or mail
written notice stating the date, time, and place of any shareholders' meeting
and, in the case of a special shareholders' meeting or when otherwise required
by law, a description of the purposes for which the meeting is called, to each
shareholder of record entitled to vote at the meeting, at such address as
appears in the records of the Corporation and at least 10, but no more than 60,
days before the date of the meeting.
Section 4. Waiver of Notice. A shareholder may waive notice of any
meeting, before or after the date and time of the meeting as stated in the
notice, by delivering a signed waiver to the Corporation for inclusion in the
minutes. A shareholder's attendance at any meeting, in person or by proxy (a)
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (b) waives objection to
consideration of a particular matter at the meeting that is not within the
purposes described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
Section 5. Record Date. The Board of Directors may fix a record date,
which may be a future date, for the purpose of determining the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action. A record date shall be at least 10, but not
more than 70, days before the meeting or action requiring a determination of
shareholders. If the Board of Directors does not fix a-record date, the record
date shall be the 10th day prior to the date of the meeting or other action.
Section 6. Voting by Proxy. A shareholder may appoint a proxy to vote
or otherwise act for the shareholder pursuant to a written appointment form
executed by the shareholder or the shareholder's duly authorized
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes. The general proxy of a fiduciary is given the same effect as the general
proxy of any other
- 2 -
3
shareholder. A proxy appointment is valid for 11 months unless otherwise
expressly stated in the appointment form.
Section 7. Voting Lists. Following the record date for a shareholders'
meeting, the Secretary shall prepare an alphabetical list of all shareholders
entitled to notice of the meeting, arranged by voting group and within each
voting group by class and series, and showing the address and number of shares
held by each shareholder. The list shall be kept on file at the principal office
of the Corporation or at a place identified in the meeting notice in the city
where the meeting will be held. The list shall be available for inspection and
copying by any shareholder entitled to vote at the meeting, or by the
shareholder's agent or attorney authorized in writing, at any time during
regular business hours, beginning 5 business days before the date of the meeting
through the meeting. The list shall also be made available to any shareholder,
or to the shareholder's agent or attorney authorized in writing, at the meeting
and any adjournment thereof. Failure to prepare or make available a voting list
with respect to any shareholder's meeting shall not affect the validity of any
action taken at such meeting.
Section 8. Quorum; Approval. At any meeting of shareholders, a majority
of the votes entitled to be cast on a matter by a voting group at the meeting
constitutes a quorum of that voting group. If a quorum of a voting group is
present when a vote is taken, action on a matter is approved by that voting
group if the votes cast in favor of the action exceed the votes cast in
opposition to the action, unless a greater number is required by law, the
Articles of Incorporation, or these Bylaws. If more than one voting group is
entitled to vote on a matter, approval by each voting group is required for the
matter to be approved by the shareholders as a whole.
Section 9. Action by Consent. Any action required or permitted to be
taken at a shareholders' meeting may be taken without a meeting if the action is
taken by all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action, and delivered to the
Corporation for inclusion in the minutes. If not otherwise determined pursuant
to Section 5 of this Article II, the record date for determining shareholders
entitled to take action without a meeting is the date the first shareholder
signs the consent to such action.
Section 10. Presence. Any or all shareholders may participate in any
annual or special shareholders' meeting by, or through the use of, any means of
communication by which all shareholders participating may simultaneously hear
each other during the meeting. A shareholder so participating is deemed to be
present in person at the meeting.
- 3 -
4
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers and Duties. All corporate powers are exercised by or
under the authority of, and the business and affairs of the Corporation are
managed under the direction of, the Board of Directors, unless otherwise
provided in the Articles of Incorporation.
Section 2. Number and Terms of Office; Qualifications. The Corporation
shall have no fewer than seven and no greater than nine directors. Subject to
the limitations contained in this Section 2, the number of directors may be
fixed or changed from time to time by a majority vote of the Board of Directors.
Directors are elected at each annual shareholders' meeting and serve for a term
expiring at the following annual shareholders' meeting. A director who has been
removed pursuant to Section 3 of this Article III ceases to serve immediately
upon removal; otherwise, a director whose term has expired continues to serve
until a successor is elected and qualifies or until there is a decrease in the
number of directors. A person need not be a shareholder or an Indiana resident
to qualify to be a director.
Section 3. Removal. Subject to any limitations on, and requirements
for, removal of directors contained in the Articles of Incorporation, any
director may be removed with or without cause by action of the shareholders
taken at any meeting the notice of which states that one of the purposes of the
meeting is removal of the director.
Section 4. Vacancies. Subject to any provisions concerning the filling
of vacancies contained in the Articles of Incorporation, if a vacancy occurs on
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, the Board of Directors may fill the vacancy; and if the
directors remaining in office constitute fewer than a quorum of the Board, the
directors remaining in office may fill the vacancy by the affirmative vote of a
majority of those directors. Any director elected to fill a vacancy holds office
until the next annual meeting of the shareholders and/or until a successor is
elected and qualifies.
Section 5. Annual Meetings. Unless otherwise agreed by the Board of
Directors, the annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place where
the meeting of shareholders was held, for the purpose of electing officers and
considering any other business which may be specifically set forth in the notice
of the meeting.
Section 6. Regular and Special Meetings. Regular meetings of the Board
of Directors may be held pursuant to a resolution of the Board of Directors
establishing a method for determining the date, time, and place of those
meetings. Special meetings of the Board of Directors may be held upon the call
of the President or of any one director.
- 4 -
5
Section 7. Notice and Agenda. Notice of a meeting may be waived in
writing before or after the time of the meeting. The waiver must be signed by
the director entitled to the notice and filed with the minutes of the meeting. A
director's attendance at or participation in a meeting waives any required
notice of the meeting, unless at the beginning of the meeting (or promptly upon
the director's arrival) the director objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. All notices of a meeting of the Board of
Directors shall include an agenda specifically setting forth in reasonable
detail any and all matters to be officially acted upon at such meeting.
Section 8. Quorum. A quorum for the transaction of business at any
meeting of the Board of Directors consists of a majority of the number of
directors then in office. In all cases, except as otherwise expressly required
by the Act or the Articles of Incorporation, the approval or consent of a
majority of the directors then in office shall be required in order to authorize
or approve actions or other matters presented to the Board of Directors.
Section 9. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all directors then in office. The action must be
evidenced by one or more written consents describing the action taken, signed by
each director, and included in the minutes. Action of the Board of Directors
taken by consent is effective when the last director signs the consent, unless
the consent specifies a prior or subsequent effective date.
Section 10. Committees. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. All rules applicable to action by the Board of Directors apply to
committees and their members. The Board of Directors may specify the authority
that a committee may exercise; however, a committee may not (a) authorize
distributions, except a committee may authorize or approve a reacquisition of
shares if done according to a formula or method prescribed by the Board of
Directors, (b) approve or propose to shareholders action that must be approved
by shareholders, (c) fill vacancies on the Board of Directors or on any of its
committees, (d) amend the Articles of Incorporation, (e) adopt, amend, or repeal
these Bylaws, (f) approve a plan of merger not requiring shareholder approval,
or (g) authorize or approve the issuance or sale or a contract for the sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares.
Section 11. Presence. The Board of Directors may permit any or all
directors to participate in any annual, regular, or special meeting by any means
of communication by which all directors participating may simultaneously hear
each other during the meeting. A director so participating is deemed to be
present in person at the meeting.
Section 12. Compensation. Each director shall receive such compensation
for service as a director as may be fixed by the Board of Directors.
- 5 -
6
ARTICLE IV
OFFICERS
Section 1. Officers. The Corporation shall have a President, a Vice
President, a Secretary, a Treasurer, and such assistant officers as the Board of
Directors or the President designates. The same individual may simultaneously
hold more than one office.
Section 2. Terms of Office. Officers are elected at each annual meeting
of the Board of Directors and serve for a term expiring at the following annual
meeting of the Board of Directors. An officer who has been removed pursuant to
Section 4 of this Article IV ceases to serve as an officer immediately upon
removal; otherwise, an officer whose term has expired continues to serve until a
successor is elected and qualifies.
Section 3. Vacancies. If a vacancy occurs among the officers, the Board
of Directors may fill the vacancy. Any officer elected to fill a vacancy holds
office until the next annual meeting of the Board of Directors and until a
successor is elected and qualifies.
Section 4. Removal. Any officer may be removed by the Board of
Directors at any time with or without cause.
Section 5. Compensation. Each officer shall receive such compensation
for service in office as may be fixed by the Board of Directors.
Section 6. President. The President is the chief executive officer of
the Corporation and is responsible for managing and supervising the affairs and
personnel of the Corporation, subject to the general control of the Board of
Directors. The President presides at all meetings of shareholders and directors.
The President, or proxies appointed by the President, may vote shares of other
corporations owned by the Corporation. The President has authority to execute,
with the Secretary, powers of attorney appointing other corporations,
partnerships, or individuals as the agents of the Corporation, subject to law,
the Articles of Incorporation, and these Bylaws. The President has such other
powers and duties as the Board of Directors may from time to time prescribe.
Section 7. Vice President. The Vice President has all the powers of,
and performs all the duties incumbent upon, the President during the President's
absence or disability. The Vice President has such other powers and duties as
the Board of Directors may from time to time prescribe.
Section 8. Secretary. The Secretary is responsible for (a) attending
all meetings of the shareholders and the Board of Directors, (b) preparing true
and complete minutes of the proceedings of all meetings of the shareholders, the
Board of Directors, and all committees of the Board of Directors, (c)
maintaining and safeguarding the books (except books of account) and
- 6 -
7
records of the Corporation, and (d) authenticating the records of the
Corporation. If required, the Secretary attests the execution of deeds, leases,
agreements, powers of attorney, certificates representing shares of the
Corporation, and other official documents by the Corporation. The Secretary
serves all notices of the Corporation required by law, the Board of Directors,
or these Bylaws. The Secretary has such other duties as the Board of Directors
may from time to time prescribe.
Section 9. Treasurer. The Treasurer is responsible for (a) keeping
correct and complete books of account which show accurately at all times the
financial condition of the Corporation, (b) safeguarding all funds, notes,
securities, and other valuables which may from time to time come into the
possession of the Corporation, and (c) depositing all funds of the Corporation
with such depositories as the Board of Directors shall designate. The Treasurer
shall furnish at meetings of the Board of Directors, or when otherwise
requested, a statement of the financial condition of the Corporation. The
Treasurer has such other duties as the Board of Directors may from time to time
prescribe.
Section 10. Assistant Officer. The Board of Directors or the President
may from time to time designate and elect assistant officers who shall have such
powers and duties as the officers whom they are elected to assist specify and
delegate to them, and such other powers and duties as the Board of Directors or
the President may from time to time prescribe. An Assistant Secretary may,
during the absence or disability of the Secretary, discharge all
responsibilities imposed upon the Secretary of the Corporation, including,
without limitation, attest the execution of all documents by the Corporation.
ARTICLE V
MISCELLANEOUS
Section 1. Records. The Corporation shall keep as permanent records
minutes of all meetings of the shareholders, the Board of Directors, and all
committees of the Board of Directors, and a record of all actions taken without
a meeting by the shareholders, the Board of Directors, and all committees of the
Board of Directors. The Corporation or its agent shall maintain a record of the
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each. The Corporation shall maintain its
records in written form or in a form capable of conversion into written form
within a reasonable time. The Corporation shall keep a copy of the following
records at its principal office: (a) the Articles of Incorporation then
currently in effect, (b) the Bylaws then currently in effect, (c) all
resolutions adopted by the Board of Directors with respect to one or more
classes or series of shares and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are outstanding, (d)
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past 3 years, (e) all written
communications to shareholders generally during the past 3 years, including
annual financial statements furnished upon request of the shareholders,
- 7 -
8
(f) a list of the names and business addresses of the current directors and
officers, and (g) the most recent annual report filed with the Indiana Secretary
of State.
Section 2. Execution of Contracts and Other Documents. Unless otherwise
authorized or directed by the Board of Directors, all written contracts and
other documents entered into by the Corporation shall be executed on behalf of
the Corporation by the President or a Vice President, and, if required, attested
by the Secretary or an Assistant Secretary.
Section 3. Accounting Year. The accounting year of the Corporation
begins on October l of each year and ends on the September 30 immediately
following.
Section 4. Corporate Seal. The Corporation has no seal.
ARTICLE VI
AMENDMENT
These Bylaws may be amended or repealed only by the Board of Directors.
------------------------------------
Secretary's Initial
------------------------------------
Date
- 8 -