EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
UROLOGIX, INC.
ARTICLE 1.
OFFICES
1.1 Offices. The address of the registered office of the corporation
-------
shall be designated in the Articles of Incorporation, as amended from time to
time or a 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
principal executive office of the corporation shall be located at 14405 Twenty-
First Avenue North, Minneapolis, Minnesota, 55447 and the corporation may have
offices at such other places within or without the State of Minnesota as the
Board of Directors shall from time to time determine or the business of the
corporation requires.
ARTICLE 2.
MEETINGS OF SHAREHOLDERS
2.1 Regular Meetings. Regular meetings of the shareholders of the
----------------
corporation entitled to vote shall be held on an annual or other less frequent
basis as shall be determined by the Board of Directors or by the chief executive
officer. At each regular meeting, the shareholders, voting as provided in the
Articles of Incorporation and these Amended Bylaws, shall elect qualified
successors for directors whose terms have expired or are due to expire on or
within six months after the date of the meeting, and shall transact such other
business as shall come before the meeting. No meeting shall be considered a
regular meeting unless specifically designated as such in the notice of meeting
or unless all the shareholders entitled to vote are present in person or by
proxy and none of them objects to such designation.
2.2 Special Meetings. Special meetings of the shareholders entitled to
----------------
vote may be called at any time by the Chairman of the Board, the chief executive
officer, the chief financial officer, or any two or more directors.
2.3 Meetings Held Upon Shareholder Demand. Regular 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, or any
successor provisions.
2.4 Place of Meetings. Meetings of the shareholders shall be held at the
-----------------
principal executive office of the corporation or at such other place, within or
without the State of Minnesota, as is designated by the Board of Directors,
except that a regular or special meeting called by or at the demand of a
shareholder shall be held in the county where the principal executive office of
the corporation is located.
2.5 Notice of Meetings. Except as otherwise specified in Section 2.6 or
------------------
required by law, a written notice setting out the place, date and hour of any
regular or special meeting shall be given to each holder of shares entitled to
vote not less than ten (10) days nor more than sixty (60) days prior to the date
of the meeting. Notice of any special meeting shall state the purpose or
purposes of the proposed meeting, and the business transacted at all special
meetings shall be confined to the purposes stated in the notice.
2.6 Waiver of Notice. A shareholder may waive notice of any meeting
----------------
before, at or after the meeting, in writing, orally or by attendance. Attendance
at a meeting by a shareholder is a waiver of notice of that meeting unless the
shareholder objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened, or objects
before a vote on an item of business because the item may not be lawfully
considered at such meeting and does not participate in the consideration of the
item of such meeting.
2.7 Quorum and Adjourned Meeting. The holders of majority of the voting
----------------------------
power of the shares entitled to vote at a meeting, represented either in person
or by proxy, shall constitute a quorum for the transaction of business at any
regular or special meeting of shareholders. 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 a withdrawal of a number of
shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. In case a quorum is not present at any meeting,
those present shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
number of shares entitled to vote shall be represented. At such adjourned
meeting at which the required amount of shares entitled to vote shall be
represented, any business may be transacted which might have been transacted at
the original meeting.
2.8 Voting. At each meeting of the shareholders, every shareholder having
------
the right to vote shall be entitled to vote in person or by proxy duly appointed
by an instrument in writing subscribed by such shareholder. Each shareholder
shall have one (1) vote for each share having voting power standing in the
shareholder's name on the books of the corporation except as may be otherwise
provided in the terms of the share. Upon the demand of any shareholder, the vote
for directors or the vote upon any question before the meeting shall be by
ballot. All elections shall be determined and all questions decided by a
majority vote of the number of shares entitled to vote and represented at any
meeting at which there is a quorum except in such cases as shall otherwise be
required by statute, the Articles of Incorporation or these Amended Bylaws.
Directors shall be elected by a plurality of the votes cast by holders of shares
entitled to vote thereon.
2.9 Properly Brought Business. At the regular 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 a regular
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 regular 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 sixty (60) days nor more than ninety (90) days prior
to a meeting date corresponding to the previous year's regular meeting. Each
such notice to the secretary shall set forth as to each matter the shareholder
proposes to bring before the regular meeting (a) a brief description of the
business desired to be brought before the regular meeting and the reasons for
conducting such business at the regular meeting, (b) the name and address of
record of the shareholders proposing such business, (c) the class or series (if
any) and number of shares of the corporation which are owned by the shareholder,
and (d) any material interest of the shareholder in such business.
Notwithstanding anything in these Amended Bylaws to the contrary, no business
shall be transacted at the regular 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 regular meeting, in accordance with these
Amended Bylaws. The amendment or repeal of this section or the adoption of any
provision inconsistent
therewith shall require the approval of the holders of shares representing at
least 70% of the outstanding shares of the common stock.
ARTICLE 3.
DIRECTORS
3.1 General Powers. The business and affairs of the corporation shall be
--------------
managed by or under the direction of a Board of Directors.
3.2 Number, Term and Qualifications. The Board of Directors consists of
-------------------------------
not less than 3 or more than 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 regular meeting of shareholders. Each director shall
be elected by the shareholders to hold office for a term of three consecutive
years. Each director shall serve until a successor shall have been duly elected
and qualified, unless the director shall retire, resign, die or be removed.
3.3 Transitional Board. Upon the adoption of these Amended Bylaws, one
------------------
class of directors shall hold office for a term expiring at the regular meeting
of shareholders to be held in 1996, another class shall hold office for a term
expiring at the regular meeting of shareholders to be held in 1997 and another
class shall hold office for a term expiring at the regular meeting of
shareholders to be held in 1998.
3.4 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 the
class for which such directors shall have been chosen and until their successors
shall be elected and qualified subject, however, to prior retirement,
resignation, death or removal from office. Any newly created directorships
resulting from an increase in the authorized number of directors shall be
apportioned by the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal in number as possible.
3.5 Quorum and Voting. A majority of the directors currently holding
-----------------
office shall constitute a quorum for the transaction of business. In the absence
of a quorum, a majority of the directors present may adjourn a meeting from time
to time until a quorum is present. 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 the withdrawal of a number of directors
originally present leaves less than the proportion or number otherwise required
for a quorum. Except as otherwise required by law or the Articles of
Incorporation, the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors.
3.6 Board Meetings; Place and Notice. Meetings of the Board of Directors
--------------------------------
may be held from time to time at any place within or without the State of
Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally, or in writing, or by attendance. Any director may
call a Board meeting by giving twenty four (24) hours' notice to all directors
of the date and time of the meeting. The notice need not state the purpose of
the meeting, and may be given by mail, telephone, facsimile transmission,
telegram, or in person. If a meeting schedule is adopted by the Board, or if the
date and time of a Board meeting has been announced at a previous meeting, no
notice is required.
3.7 Waiver of Notice. A director may waive notice of any meeting before,
----------------
at or after the meeting, in writing, orally or by attendance. Attendance at a
meeting by a director is a waiver of notice of that meeting unless the director
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened and does not participate
thereafter in the meeting.
3.8 Absent Directors. A director may give advance written consent or
----------------
opposition to a proposal to be acted on at a Board meeting. If the director is
not present at the meeting, consent or opposition to a proposal does not
constitute presence for purposes of determining the existence of a quorum, but
consent or opposition shall be counted as a vote in favor of or against the
proposal and shall be entered in the minutes of the meeting, if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.
3.9 Compensation. Directors who are not salaried officers of the
------------
corporation shall receive such fixed sum and expenses per meeting attended or
such fixed annual sum or both as shall be determined from time to time by
resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving proper compensation therefor.
3.10 Committees. The Board of Directors may, by resolution approved by
----------
affirmative vote of a majority of the Board, establish committees having the
authority of the Board in the management of the business of the corporation only
to the extent provided in the resolution. Committees may include a special
litigation committee consisting of one or more independent directors or other
independent persons to consider legal rights or remedies of the corporation and
whether those rights and remedies should be pursued. Each such committee shall
consist of one or more natural persons (who need not be directors) appointed by
the affirmative vote of a majority of the directors present. With the exception
of special litigation committees and other special committees which under
Minnesota law are not to be subject to the direction and control of the Board,
each committee of the Board shall be subject at all times to the direction and
control of the Board. A majority of the members of a committee present at a
committee meeting shall constitute a quorum for the transaction of business.
3.11 Telephone Meetings and Participation. A conference among directors
------------------------------------
by any means of communication through which the directors may simultaneously
hear each other during the conference constitutes a Board meeting, if the same
notice is given of the conference as would be required for a meeting, and if the
number of directors 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. A director may participate in a
Board meeting not heretofore described in this paragraph, by any means of
communication through which the director, other directors so participating, and
all directors 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. The provisions of this section shall apply to
committees and members of committees to the same extent as they apply to the
Board and directors.
3.12 Authorization Without Meeting. Any action of the Board of Directors,
-----------------------------
or any committee of the Board, which may be taken at a meeting thereof, may be
taken without a meeting if authorized by a writing signed by all of the
directors, or in cases where the action need not be approved by the
shareholders, by a written action signed by the number of directors that would
be required to take the same action at a meeting of the Board or a committee
thereof at which all directors were present.
3.13 Nomination for Election. 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 sixty
(60) days nor more than ninety (90) days prior to a meeting date corresponding
to the previous year's regular 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 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 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 should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded. The
amendment or repeal of this section or the adoption of any provision
inconsistent therewith shall require the approval of the holders of shares
representing at least seventy percent (70%) of the outstanding shares of the
common stock.
ARTICLE 4.
OFFICERS
4.1 Number and Designation. The corporation shall have one or more
----------------------
natural persons exercising the functions of the offices of Chief Executive
Officer and Chief Financial Officer. The Board of Directors may elect or appoint
such other officers or agents as it deems necessary for the operation and
management of the corporation, including, but not limited to, a President, one
or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall have
the powers, rights, duties and responsibilities set forth in these Amended
Bylaws unless otherwise determined by the Board. Any of the offices or functions
of those offices may be held by the same person.
4.2 Chairman of the Board. The Chairman of the Board shall not be an
---------------------
officer of the Company but shall be designated by the Board 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.
4.3 Resignation. Any officer may resign at any time by giving written
-----------
notice to the corporation.
4.4 Vacancies in Office. If there is a vacancy in any office of the
-------------------
corporation, by reason of death, resignation, removal or otherwise, such vacancy
may, or in the case of a vacancy in the office of chief executive officer or
chief financial officer shall, be filled for the unexpired term by the Board of
Directors.
4.5 Chief Executive Officer. Unless provided otherwise by a resolution
-----------------------
adopted by the Board of Directors, the chief executive officer (a) shall have
general active management of the business of the corporation; (b) shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the shareholders and Board of Directors; (c) shall see that all orders and
resolutions of the Board are carried into effect; (d) shall 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 Amended Articles, these Amended
Bylaws or the Board to some other officer or agent of the corporation; (e) shall
maintain records of and certify proceedings of the Board and shareholders; and
(f) shall perform such other duties as may from time to time be assigned to him
by the Board.
4.6 Chief Financial Officer. Unless provided otherwise by a resolution
-----------------------
adopted by the Board of Directors, the chief financial officer (a) shall keep
accurate financial records for the corporation; (b) shall deposit all monies,
drafts and checks in the name of and to the credit of the corporation in such
banks and depositories as the Board of Directors shall designate from time to
time; (c) shall endorse for deposit all notes, checks and drafts received by the
corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
corporation, as ordered by the Board; (e) shall render to the chief executive
officer and the Board of Directors, whenever requested, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation; and (f) shall perform such other duties as may be prescribed by the
Board of Directors or the chief executive officer from time to time.
4.7 Chairman of the Board. The Chairman of the Board shall preside at
---------------------
all meetings of the shareholders and of the Board and shall exercise general
supervision and direction over the more significant matters of policy affecting
the affairs of the corporation, including particularly its financial and fiscal
affairs.
4.8 President. Unless otherwise determined by the Board, the President
---------
shall be the chief executive officer. If an officer other than the President is
designated chief executive officer, the President shall perform such duties as
may from time to time be assigned to the President by the Board. If the office
of Chairman of the Board is not filled, the President shall also perform the
duties set forth in Section 4.7.
4.9 Vice President. Each Vice President shall have such powers and shall
--------------
perform such duties as may be specified in these Amended Bylaws or prescribed by
the Board of Directors. In the event of absence or disability of the President,
the Board of Directors may designate a Vice President or Vice Presidents to
succeed to the power and duties of the President.
4.10 Secretary. The Secretary shall, unless otherwise determined by the
---------
Board, be secretary of and attend all meetings of the shareholders and Board of
Directors, and may record the proceedings of such meetings in the minute book of
the corporation and, whenever necessary, certify such proceedings. The Secretary
shall give proper notice of meetings of shareholders and shall perform such
other duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.
4.11 Treasurer. Unless otherwise determined by the Board, the Treasurer
---------
shall be the chief financial officer of the corporation. If an officer other
than the Treasurer is designated chief financial officer, the Treasurer shall
perform such duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.
4.12 Delegation. Unless prohibited by the Amended Articles of
----------
Incorporation, these Amended Bylaws or a resolution approved by the affirmative
vote of a majority of the directors present, an officer elected or appointed by
the Board may, without the approval of the Board, delegate some or all of the
duties and powers of his office to other persons.
ARTICLE 5.
INDEMNIFICATION
5.1 Liability and Indemnification. No director shall be personally liable
-----------------------------
to the corporation or to its shareholders for monetary damages for any breach of
fiduciary duty as a director, except to the extent such exemption from liability
or limitation thereof is not permitted under the laws of the State of Minnesota
as the same may exist or may hereafter be amended. Any repeal or modification of
the provisions of this Article shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
Any person who at any time shall serve or shall have served as a 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, the provisions of the Minnesota Business
Corporation Act, as it may be amended from time to time.
5.2 Insurance. 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 is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him I or her and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liability under the provisions of the
Minnesota Business Corporation Act.
ARTICLE 6.
SHARES AND THEIR TRANSFER
6.1 Certificate of Stock. Every owner of stock of the corporation shall
--------------------
be entitled to a certificate, in such form as the Board of Directors may
prescribe, certifying the number of shares of stock of the corporation owned by
the shareholder. The certificates for such stock shall be numbered (separately
for each class) in the order in which they are issued and shall, unless
otherwise determined by the Board, be signed by the president and secretary or
any other officer of the corporation. A signature upon a certificate may be a
facsimile. Certificates on which a facsimile signature of a former officer,
transfer agent or registrar appears may be issued with the same effect as if he
were such officer, transfer agent or registrar on the date of issue.
6.2 Stock Record. As used in these Amended Bylaws, the term "shareholder"
------------
shall mean the person, firm or corporation in whose name outstanding shares of
capital stock of the corporation are currently registered on the stock record
books of the corporation. The corporation shall keep, at its principal executive
office or at another place or places within the United States determined by the
Board, a share register not more than one year old containing the names and
addresses of the shareholders and the number and classes of shares held by each
shareholder. The corporation shall also keep at its principal executive office
or at another place or places within the United States determined by the Board,
a record of the dates on which certificates representing shares were issued.
Every certificate surrendered to the corporation for exchange or transfer shall
be cancelled and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled (except as provided for in Section 6.4 of this
Article 6).
6.3 Transfer of Shares. Transfer of shares on the books of the
------------------
corporation may be authorized only by the shareholder named in the certificate
(or his legal representative or duly authorized attorney-in-fact) and upon
surrender for cancellation of the certificate or certificates for such shares.
The shareholder in whose name shares of stock stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation; provided, that when any transfer of shares shall be made as
collateral security and not absolutely, such fact, if known to the corporation
or to the transfer agent, shall be so expressed in the entry of transfer; and
provided, further, that the Board of Directors may establish a procedure whereby
a shareholder may certify that all or a portion of the shares registered in the
name of the shareholder are held for the account of one or more beneficial
owners.
6.4 Lost Certificate. Any shareholder claiming a certificate of stock to
----------------
be lost or destroyed shall make an affidavit or affirmation of that fact in such
form as the Board of Directors may require, and shall, if the directors so
require, give the corporation a bond of indemnity in form and with one or more
sureties satisfactory to the Board of at least double the value, as determined
by the Board, of the stock represented by such certificate in order to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss or destruction of such certificate, whereupon a new certificate may
be issued in the same tenor and for the same number of shares as the one alleged
to have been destroyed or lost.
ARTICLE 7.
GENERAL PROVISIONS
7.1 Record Dates. In order to determine the shareholders entitled to
------------
notice of and to vote at a meeting, or entitled to receive payment of a dividend
or other distribution, the Board of Directors may fix a record date which shall
not be more than sixty (60) days preceding the date of such meeting or
distribution. In the absence of action by the Board, the record date for
determining shareholders entitled to notice of and to vote at a meeting shall be
at the close of business on the tenth day preceding the day on which notice is
given, and the record date for determining shareholders entitled to receive a
distribution shall be at the close of business on the day on which the Board of
Directors authorizes such distribution.
7.2 Distributions; Acquisitions of Shares. Subject to the provisions of
-------------------------------------
law, the Board of Directors may authorize the acquisition of the corporation's
shares and may authorize distributions whenever and in such amounts as, in its
opinion, the condition of the affairs of the corporation shall render it
advisable.
7.3 Fiscal Year. The fiscal year of the corporation shall be established
-----------
by the Board of Directors.
7.4 Seal. The corporation shall have no corporate seal.
----
ARTICLE 8.
AMENDMENTS OF BYLAWS
8.1 Amendments. Unless the Amended Articles of Incorporation provide
----------
otherwise, these Amended Bylaws may be altered, amended, added to or repealed by
the affirmative vote of a majority of the members of the Board of Directors.
Such authority in the Board of Directors is subject to the power of the
shareholders to change or repeal such Bylaws, and the Board of Directors shall
not make or alter any Bylaws fixing a quorum for meetings of shareholders,
prescribing procedures for removing directors or filling vacancies on the Board,
or fixing the number of directors or their classifications, qualifications or
terms of office, but the Board may adopt or amend a Bylaw to increase the number
of directors.
As amended through March 13, 2001