EXHIBIT 3(ii)-1
BY-LAWS
OF
COMPUTER NETWORK TECHNOLOGY CORPORATION
ARTICLE I
Offices
Section 1. Registered Office. The location and address of the registered
office of the corporation is 6500 Wedgwood Road, Maple Grove, Minnesota 55369.
The registered office may be changed from time to time by the Board of Directors
by filing a Statement with the Secretary of State of Minnesota in the manner
prescribed by law or by amendment of the Articles of Incorporation.
Section 2. Other Offices. The corporation may have other offices within the
State of Minnesota or at such other places as the Board of Directors may from
time to time appoint or the business of the corporation may require.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meeting. All meetings of the shareholders of this
corporation shall be held at its principal executive office unless some other
place for any such meeting within or without the State of Minnesota be
designated by the President or the Board of Directors in the notice of meeting.
Any regular or special meeting of the
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shareholders of the corporation called by or held pursuant to a written demand
of shareholders shall be held in the county where the principal executive office
is located.
Section 2. Regular Meetings. Regular meetings of the shareholders of this
corporation may be held at the discretion of the Board of Directors on an annual
or less frequent periodic basis on such date and at such time and place as may
be designated by the President or the Board of Directors in the notice of
meeting. At regular meetings the shareholders shall elect Directors, who serve
for an indefinite term or whose terms have expired or are due to expire within
six months after the date of the meeting, and transact such other business as
may be appropriate for action by shareholders. If a regular meeting of
shareholders has not been held for a period of fifteen (15) months, one or more
shareholders holding not less than three percent (3%) of all voting shares of
the corporation may call a regular meeting of shareholders by delivering to the
President or Treasurer a written demand for a regular meeting. Within thirty
(30) days after the receipt of such written demand by the President or
Treasurer, the Board of Directors shall cause a regular meeting of shareholders
to be called and held on notice no later than ninety (90) days after the receipt
of written demand, all at the expense of the corporation. No meeting shall be
considered a regular meeting unless specifically designated as such in the
notice of meeting or unless all of the shareholders are present in person or
proxy and none of them objects to such designation.
Section 3. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes appropriate for action by shareholders, may be called by the
President, by the Treasurer, or by the Board of Directors or any two or more
members
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thereof. Such meeting shall be held on such date and at such time and place as
shall be fixed by the person or persons calling the meeting and designated in
the notice of meeting. Special meetings may also be called by one or more
shareholders holding not less than ten percent (10%) of the voting shares of the
corporation by delivering to the President or Treasurer a written demand for a
special meeting, which demand shall contain the purposes of the meeting. Within
thirty (30) days after the receipt of a written demand for a special meeting of
shareholders by the President or Treasurer, the Board of Directors shall cause a
special meeting of shareholders to be called and held on notice no later than
ninety (90) days after the receipt of such written demand, all at the expense of
the corporation. Business transacted at any special meeting of shareholders
shall be limited to the purpose or purposes stated in the notice of meeting. Any
business transacted at any special meeting of shareholders that is not included
among the stated purposes of such meeting shall be voidable by or on behalf of
the Corporation unless all of the shareholders have waived notice of the
meeting.
Section 4. Notice of Meetings. Except where a meeting of shareholders is an
adjourned meeting and the date, time, and place of such meeting were announced
at the time of adjournment, notice of all meetings of shareholders stating the
date, time, and place thereof, and any other information required by law or
desired by the Board of Directors or by such other person or persons calling the
meeting, and in the case of special meetings, the purpose thereof, shall be
given to each shareholder of record entitled to vote at such meeting not less
than twenty-four (24) hours nor more than sixty (60) days prior to the date of
such meeting. In the event that a plan of merger or exchange is to be
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considered at a meeting of shareholders, notice of such meeting shall be given
to every shareholder, whether or not entitled to vote, not less than fourteen
(14) days prior to the date of such meeting.
Any shareholder may waive notice of any meeting of shareholders. Waiver of
notice shall be effective whether given before, at, or after the meeting and
whether given orally, in writing, or by attendance. Attendance by a shareholder
at a meeting is a waiver of notice of that meeting, except where the shareholder
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, or objects before a vote on an item of business
because the item may not lawfully be considered at that meeting and does not
participate in the consideration of that item at the meeting.
Section 5. 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 shareholders 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, but need not, fix
a date as the record date for any such determination of shareholders, which
record date, however, shall in no event be more than sixty (60) days prior to
any such intended action or meeting.
Section 6. Quorum. The holders of a majority of the voting power of the
shares of the corporation issued and outstanding and entitled to vote thereat,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders for the purpose of taking any action other than adjourning such
meeting. If, however, such
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majority shall not be present or represented at any meeting of shareholders, the
shareholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time to such
date, time and place as they determine without notice other than announcement at
the meeting, until the requisite amount of voting power shall be present. At
such adjourned meeting at which a quorum shall be represented, any business may
be transacted which might have been transacted at the meeting as originally
notified. 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 the withdrawal of a number of shareholders originally represented
leaves less than the number otherwise required for a quorum.
Section 7. Voting and Proxies. At each meeting of the shareholders every
shareholder shall be entitled to one vote in person or by proxy for each share
of capital stock held by such shareholder, but no appointment of a proxy shall
be valid for any purpose more than eleven (11) months after the date of its
execution, unless a longer period is expressly provided in the appointment.
Every appointment of a proxy shall be in writing (which shall include
telegraphing, cabling, or telephotographic transmission), and shall be filed
with the Secretary of the corporation at or before the meeting at which the
appointment is to be effective. The vote of the holders of the majority of the
shares having voting power present in person or represented by proxy shall
decide any question brought before any duly held meeting, except as to any
question upon which any different vote is required by law, the Articles of
Incorporation, or these Bylaws.
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Section 8. Action without Meeting by Shareholders. 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
such action. Such written action shall be effective when signed by all of the
shareholders entitled to vote thereon unless a different effective time is
provided in the written action.
ARTICLE III
Directors
Section 1. General Powers. The property, affairs and business of the
corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authorities by these By-Laws and
Articles of Incorporation conferred upon, it, the directors may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by statute, the Articles of Incorporation, or these By-Laws directed or required
to be exercised or done by the shareholders.
Section 2. Number, Tenure, and Qualification. The number of directors which
shall constitute the whole Board of Directors shall be fixed from time to time
by resolution of the shareholders, subject to increase by resolution of the
Board of Directors. In the event that the shareholders fail to fix the number of
directors, the number of directors shall be the number last fixed by the
shareholders, Board of Directors or Articles of Incorporation, subject to
increase by resolution of the Board of Directors. No decrease in the number of
directors pursuant to this section shall effect the removal of any director then
in office except upon compliance with the provisions of Section 7 of this
Article. Each director shall be elected at a regular meeting of shareholders,
except as provided in
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Sections 6 and 7 of this Article, and shall hold office until the next regular
meeting of shareholders and thereafter until his successor is duly elected and
qualified, unless a prior vacancy shall occur by reason of death, resignation,
removal or disqualification of the director. Directors shall be natural persons.
Section 3. Meetings. Meetings of the Board of Directors shall be held
immediately after, and at the same place as, regular meetings of shareholders.
Other meetings of the Board of Directors may be held at such times and places as
shall from time to time be determined by the Board of Directors. Meetings of the
Board of Directors also may be called by any director, in which case the person
or persons calling such meeting may fix the date, time, and place thereof,
either within or without the State of Minnesota, and shall cause notice of
meeting to be given.
Section 4. Notice of Meetings. If the date, time, and place of a meeting of
the Board of Directors has been announced at a previous meeting, no notice is
required. In all other cases twenty-four (24) hours' notice of meetings of the
Board of Directors, stating the date and time thereof and any other information
required by law or desired by the person or persons calling such meeting, shall
be given to each director. If notice of meeting is required, and such notice
does not state the place of the meeting, such meeting shall be held at the
principal executive office of the corporation.
Any director may waive notice of any meeting. A waiver of notice by a
director is effective whether given before, at, or after the meeting, and
whether given orally, in writing, or by attendance. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, unless such
director objects at the beginning of the
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meeting to the transaction of business on grounds that the meeting is not
lawfully called or convened and does not participate thereafter in the meeting.
Section 5. Quorum and Voting. A majority of the directors currently holding
office shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn the 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 number otherwise required for a quorum.
The Board of Directors shall take action by the affirmative vote of a
majority of the directors present at any duly held meeting, except as to any
question upon which any different vote is required by statute, the Articles of
Incorporation, or these By-Laws.
A director may give advance written consent or objection to a proposal to
be acted upon at a meeting of the Board of Directors. 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, such consent or
objection shall be counted as a vote for or against the proposal and shall be
recorded in the minutes of the meeting. Such consent or objection shall not be
considered in determining the existence of a quorum.
Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring
in the Board of Directors may be filled by the affirmative vote of a majority of
the directors remaining in office, even though said remaining directors be less
than a quorum. Any newly created directorship resulting from an increase in the
authorized
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number of directors by action of the Board of Directors may be filled by a
majority vote of the directors serving at the time of such increase. Any vacancy
or newly created directorship may be filled by resolution of the shareholders.
Unless a prior vacancy occurs by reason of his death, resignation, or removal
from office, any director elected pursuant to this Section shall hold office
until the next regular meeting of shareholders and until his successor is duly
elected and qualified.
Section 7. Removal of Directors. The entire Board of Directors or any
director or directors may be removed from office, with or without cause, at any
special meeting of the shareholders, duly called for that purpose as provided in
these By-Laws, by a vote of the shareholders holding a majority of the shares
entitled to vote at an election of directors. At meeting, without further
notice, the shareholders may fill any vacancy or vacancies created by such
removal as provided in Section 6 of this Article. Any such vacancy not so filled
may be filled by the directors as provided in Section 6 of this Article. Any
director named by the Board of Directors to fill a vacancy may be removed at any
time, with or without cause, by an affirmative vote of a majority of the
remaining directors, even though said remaining directors be less than a quorum,
if the shareholders have not elected directors in the interval between the
appointment to fill the vacancy and the time of removal.
Section 8. Committees. The Board of Directors, by a resolution approved by
the affirmative vote of a majority of the directors then holding office, may
establish one or more committees of one or more persons having the authority of
the Board of Directors in the management of the business of the corporation to
the extent provided in such
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resolution. Such committees, however, shall at all times be subject to the
direction and control of the Board of Directors. Committee members shall be
natural persons, need not be directors and shall be appointed by the affirmative
vote of a majority of the directors present. A majority of the members of any
committee shall constitute a quorum for the transaction of business at a meeting
of any such committee. In other matters of procedure the provisions of these
By-Laws shall apply to the committees and the members thereof to the same extent
they apply to the Board of Directors and directors, including, without
limitation, the provisions with respect to meetings and notice thereof, absent
members, written actions, electronic communications and valid acts. Each
committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors.
Section 9. Action in Writing. Any action required or permitted to be taken
at a meeting of the Board of Directors or of a lawfully constituted committee
thereof may be taken by written action signed by all of the directors then in
office or by all of the members of such committee, as the case may be, unless
the action is one which need not be approved by the shareholders, in which case
such action shall be effective if signed by the number of directors or members
of such committee that would be required to take the same action at a meeting at
which all directors or committee members were present. If any written action is
taken by less than all directors, all directors shall be notified immediately of
its text and effective date. The failure to provide such notice, however, shall
not invalidate such written action.
Section 10. Meeting by Means of Electronic Communication. Members of the
Board of Directors of the corporation, or any committee designated by such
Board, may
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participate in a meeting of such Board or committee by means of conference
telephone or similar means of communication by which all persons participating
in the meeting can simultaneously hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.
ARTICLE IV
Officers
Section 1. Number and Qualification. The officers of the corporation shall
be elected by the Board of Directors and shall include a Chairman of the Board
(if one is elected by the Board), a President, a Secretary, and a Treasurer. The
Board of Directors may also appoint one or more Vice Presidents or such other
officers and assistant officers as it may deem necessary. Except as provided in
these By-Laws, the Board of Directors shall fix the powers, duties, and
compensation of all officers. Officers may, but need not, be directors of the
corporation. Any number of offices may be held by the same person.
Section 2. Term of Office. An officer shall hold office until his successor
shall have been duly elected, unless prior thereto he shall have resigned or
been removed from office as hereinafter provided.
Section 3. Removal and Vacancies. Any officer or agent elected or appointed
by the Board of Directors shall hold office at the pleasure of the Board of
Directors and may be removed, with or without cause, at any time by the vote of
a majority of the Board of Directors. Any vacancy in an office of the
corporation shall be filled by the Board of Directors.
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Section 4. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the stockholders and directors and
have such other powers and duties as the Board of Directors may from time to
time prescribe.
Section 5. President. The President shall be the chief executive officer of
the corporation, shall preside at all meetings of the shareholders and the Board
of Directors when present (in the absence of the Chairman of the Board), shall
have general active management of the business of the corporation, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. He may sign and deliver in the name of the corporation any deeds,
mortgages, bonds, contracts and other instruments pertaining to the business of
the corporation. He shall be ex officio member of all standing committees. He
shall have the general powers and duties usually vested in the office of the
President and chief executive officer and shall have such other powers and
perform such other duties as the Board of Directors may from time to time
prescribe.
Section 6. Vice Presidents. The Vice President, if any, or Vice Presidents
in case there be more than one, shall have such powers and perform such duties
as the President or the Board of Directors may from time to time prescribe. In
the absence of the President or in the event of his death, disability, or
refusal to act, the Vice President, or in the event there be more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or, in the absence of any designation, in the order of their
election, shall perform the duties of the President, and, when so acting, shall
have all the powers of and be subject to all of the restrictions upon the
President.
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Section 7. Secretary. The Secretary shall attend all meetings of the Board
of Directors and of the shareholders and shall maintain records of, and whenever
necessary, certify all proceedings of the Board of Directors and of the
shareholders. He shall keep the stock books of the corporation, and, when so
directed by the Board of Directors, shall give or cause to be given notice of
meetings of the shareholders and of meetings of the Board of Directors. He shall
perform like duties for the standing committees when required. He shall also
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe.
Section 8. Treasurer. The Treasurer shall be the chief financial officer of
the corporation. He shall have the care and custody of the corporate funds and
securities of the corporation and shall disburse the funds of the corporation as
may be ordered from time to time by the President or the Board of Directors. He
shall deposit all money, notes, drafts and checks in the name of and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors. He shall keep full and accurate financial records for the
corporation and shall render to the President and Board of Directors, whenever
requested, an account of all his transactions as chief financial officer, and
shall have such other powers and perform such other duties as the President or
the Board of Directors may from time to time prescribe.
Section 9. Other Officers. The Assistant Secretaries and Assistant
Treasurers in the order of their seniority, unless otherwise determined by the
Board of Directors, shall, in the absence or disability of the Secretary or
Treasurer, perform the duties and exercise the powers of the Secretary and
Treasurer respectively. Such Assistant
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Secretaries and Assistant Treasurers shall have such other powers and perform
such other duties as the President or the Board of Directors may from time to
time prescribe. Any other officers appointed by the Board of Directors shall
hold office at the pleasure of the Board of Directors and shall have such
powers, perform such duties, and be responsible to such other officers as the
Board of Directors may from time to time prescribe.
Section 10. Salaries. The salaries of all officers shall be fixed by the
Board of Directors, and the fact that any officer is a director shall not
preclude him from receiving a salary or from voting on a resolution providing
for the same.
ARTICLE V
Notices
Section 1. Whenever under the provisions of these By-Laws, notice is
required to be given to any director, officer or stockholder, notice may be
given to each person entitled thereto by oral communication, by telegram or by
mailing a copy thereof to such person at an address he has designated or to the
last known address of such person, by handing a copy thereof to the person or by
any other delivery that conforms to law. Notice to any shareholder which is a
corporation shall be given by delivering or mailing a copy thereof to the
registered office of such shareholder. Notice shall be deemed given when
delivered to the telegraph company for transmission or deposited in the United
States mail with sufficient postage affixed.
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ARTICLE VI
Certificates and Ownership of Shares
Section 1. Certificates. All shares of the corporation shall be represented
by certificates. Each certificate shall contain on its face (a) the name of the
corporation, (b) a statement that the corporation is incorporated under the laws
of the State of Minnesota, (c) the name of the person to whom it is issued, and
(d) the number and class of shares, and the designation of the series, if any,
that the certificate represents. Certificates shall also contain any other
information required by law or desired by the Board of Directors, and shall be
in such form as shall be determined by the Board of Directors. Such certificates
shall be signed by either the President, a Vice President, the Secretary, or an
Assistant Secretary. If a certificate is signed (1) by a transfer agent or an
assistant transfer agent or (2) by a transfer clerk acting on behalf of the
corporation and a registrar, the signature of any such President, Vice
President, Secretary, or Assistant Secretary may be a facsimile. If a person
signs or has a facsimile signature placed upon a certificate while an officer,
transfer agent, or registrar of a corporation, the certificate may be issued by
the corporation, even if the person has ceased to have that capacity before the
certificate is issued, with the same effect as if the person had that capacity
at the date of its issue. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued with the number of shares and date of
issue shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation or the transfer agent for transfer
shall be canceled and no new certificate shall be issued until the former
certificate
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for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed, or mutilated certificate, a new one may be
issued therefor upon such terms, affidavit and indemnity to the corporation as
the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and on
surrender of such shares to the corporation or the transfer agent of the
corporation.
Section 3. Ownership. Except as otherwise provided in this Section, the
person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes. The Board of
Directors, however, by a resolution approved by the affirmative vote of a
majority of directors then in office, may establish a procedure whereby a
shareholder may certify in writing to the corporation 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. Upon receipt by the corporation of the writing,
the persons specified as beneficial owners, rather than the actual shareholder,
shall be deemed the shareholders for such purposes as are permitted by the
resolution of the Board of Directors and are specified in the writing.
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ARTICLE VII
Indemnification
Section 1. The corporation may indemnify such persons for such expenses and
liabilities in such manner, under such circumstances and to the extent as
permitted by the laws of the State of Minnesota as now enacted or hereafter
amended.
ARTICLE VIII
Amendments
Section 1. These By-Laws may be amended or altered by the Board of
Directors at any meeting to the full extent permitted by law. Such authority in
the Board of Directors is subject to the power of the stockholders to change or
repeal such By-Laws.
ARTICLE IX
Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize such officers or
agents as they shall designate to enter into contracts or execute and deliver
instruments in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans. The corporation shall not lend money to, guarantee the
obligation of, become a surety for, or otherwise financially assist any person
unless the transaction, or class of transactions to which the transaction
belongs, has been approved by the affirmative vote of a majority of directors
present, and (a) is in the usual and regular course of business of the
corporation, (b) is with, or for the benefit of, a related corporation, an
organization in which the corporation has a financial interest, an
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organization with which the corporation has a business relationship, or an
organization to which the corporation has the power to make donations, (c) is
with, or for the benefit of, an officer or other employee of the corporation or
a subsidiary, including an officer or employee who is a director of the
corporation or a subsidiary, and may reasonably be expected, in the judgment of
the Board of Directors, to benefit the corporation, or (d) has been approved by
the affirmative vote of the holders of two-thirds of the outstanding shares,
including both voting and nonvoting shares.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officers or agents of the corporation
as shall be designated and in such manner as shall be determined from time to
time by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks or other financial institutions as the Board of Directors may select.
ARTICLE X
Miscellaneous
Section 1. Dividends. The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law.
Section 2. Reserves. There may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in
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their absolute discretion, deem proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for the purchase of additional property, or for
such other purpose as the directors shall deem to be consistent with the
interests of the corporation, and the directors may modify or abolish any such
reserve.
Section 3. Fiscal Year. The fiscal year of the corporation shall be such
twelve-month period as may be set by a resolution of the Board of Directors,
provided, however, that the first fiscal year of the corporation may be a
shorter period if permitted by law and set by a resolution of the Board of
Directors.
The undersigned, the Secretary of Computer Network Technology Corporation,
does hereby certify that the foregoing By-laws of Computer Network Technology, a
Minnesota corporation, are in effect on the date hereof.
Date: August ___, 1991 /s/ Eugene D. Misukanis
---------------------------------
Eugene D. Misukanis
Secretary
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