EXHIBIT 4.3
MINNTECH CORPORATION
Director Resolutions Adopting
By-Law Amendment Regarding
Advance-Notice Requirements
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Resolved that Sections 2.07 and 3.03 of the By-Laws of the corporation
are hereby amended in their entirety to read as follows:
Section 2.07. ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED. At any
regular or special meeting of shareholders of the corporation, only such
business (other than the nomination and election of directors, which shall be
subject to Section 3.03 of the By-Laws) may be conducted as shall be
appropriate for consideration at the meeting of shareholders and as shall
have been brought before the meeting (i) by or at the direction of the Board
of Directors, or (ii) by any shareholder of the corporation entitled to vote
at the meeting who complies with the notice procedures set forth in this
Section 2.07.
(a) TIMING OF NOTICE. For such business to be properly brought
before any regular or special meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
corporation. To be timely, a shareholder's notice of any such business
to be conducted at an annual meeting must be delivered to the Secretary
of the corporation, or mailed and received at the principal executive
office of the corporation, not less than 90 days before the first
anniversary of the date of the preceding year's annual meeting of
shareholders. If, however, the date of the annual meeting of
shareholders is more than 30 days before or after such anniversary date,
notice by a shareholder shall be timely only if so delivered or so
mailed and received not less than 90 days before such annual meeting or,
if later, within 10 days after the first public announcement of the date
of such annual meeting. If a special meeting of shareholders of the
corporation is called in accordance with Section 2.03 for any purpose
other than electing directors to the Board of Directors or if a regular
meeting other than an annual meeting is held, for a shareholder's notice
of any such business to be timely it must be delivered to the Secretary
of the corporation, or mailed and received at the principal executive
office of the corporation, not less than 90 days before such special
meeting or such regular meeting or, if later, within 10 days after the
first public announcement of the date of such special meeting or such
regular meeting. Except to the extent otherwise required by law, the
adjournment of a regular or special meeting of shareholders shall not
commence a new time period for the giving of a shareholder's notice as
required above.
(b) CONTENT OF NOTICE. A shareholder's notice to the corporation
shall set forth as to each matter the shareholder proposes to bring
before the regular or special meeting (w) a brief description of the
business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (x) the name and address, as
they appear on the corporation's books, of the shareholder proposing
such business, (y) the class or series (if any) and number of shares of
the corporation that are beneficially owned by the shareholder, and (z)
any material interest of the shareholder in such business.
(c) CONSEQUENCES OF FAILURE TO GIVE TIMELY NOTICE.
Notwithstanding anything in these By-Laws to the contrary, no business
(other than the nomination and election of directors) shall be conducted
at any regular or special meeting except in accordance with the
procedures set forth in this Section and, as an additional limitation,
the business transacted at any special meeting shall be limited to the
purposes stated in the notice of the special meeting pursuant to
Sections 2.03 and 2.04 of the Bylaws. The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with
the provisions of this Section 2.07 and, if the Chairman should so
determine, the Chairman shall so declare to the meeting, and any such
business not
properly brought before the meeting shall not be transacted. Nothing in
this Section 2.07 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the meeting in
accordance with these Bylaws.
(d) PUBLIC ANNOUNCEMENT. For purposes of this Section 2.07 and
Section 3.03 of the By-Laws, "public announcement" means disclosure (i)
when made in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service, (ii) when filed
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, or (iii) when mailed as the
notice of the meeting pursuant to Sections 2.03 and 2.04 of the By-Laws.
Section 3.03 NOTICE OF NOMINATIONS OF THE DIRECTORS. Only persons who
are nominated in accordance with the procedures set forth in this Section
3.03 shall be eligible for election as directors at shareholder meetings.
Nominations of persons for election to the Board of Directors may be made at
a meeting of shareholders (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of the corporation entitled to vote for
the election of directors at the meeting who complies with the notice
procedures set forth in this Section 3.03.
(a) TIMING OF NOTICE. Nominations by shareholders shall be made
pursuant to timely notice in writing to the Secretary of the
corporation. To be timely, a shareholder's notice of nominations to be
made at an annual meeting of shareholders must be delivered to the
Secretary of the corporation, or mailed and received at the principal
executive office of the corporation, not less than 90 days before the
first anniversary of the date of the preceding year's annual meeting of
shareholders. If, however, the date of the annual meeting of
shareholders is more than 30 days before or after such anniversary date,
notice by a shareholder shall be timely only if so delivered or so
mailed and received not less than 90 days before such annual meeting or,
if later, within 10 days after the first public announcement of the date
of such annual meeting. If a special meeting of shareholders of the
corporation is called in accordance with Section 2.03 for the purpose of
electing one or more directors to the Board of Directors or if a regular
meeting other than an annual meeting is held, for a shareholder's notice
of nominations to be timely it must be delivered to the Secretary of the
corporation, or mailed and received at the principal executive office of
the corporation, not less than 90 days before such special meeting or
such regular meeting or, if later, within 10 days after the first public
announcement of the date of such special meeting or such regular
meeting. Except to the extent otherwise required by law, the
adjournment of a regular or special meeting of shareholders shall not
commence a new time period for the giving of a shareholder's notice as
described above.
(b) CONTENT OF NOTICE. A shareholder's notice of nomination for a
regular or special meeting of shareholders shall set forth (x) as to
each person whom the shareholder proposes to nominate for election or
re-election as a director: (i) such person's name, (ii) all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, including Rule 14a-11
thereof, and (iii) such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected;
and (y) as to the shareholder giving the notice: (i) the name and
address, as they appear on the corporation's books, of such shareholder,
(ii) the class or series (if any) and number of shares of the
corporation that are beneficially owned by such shareholder and (iii) a
representation that the shareholder is a holder of record of shares of
the corporation entitled to vote for the election of directors and
intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice. At the request of the Board
of Directors, any person nominated by the Board of Directors for
election as a director shall furnish to the Secretary of the
corporation the information required to be set forth in a shareholder's
notice of nomination that pertains to a nominee.
(c) CONSEQUENCES OF FAILURE TO GIVE TIMELY NOTICE.
Notwithstanding anything in these By-Laws to the contrary, no person
shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section
3.03. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed in this Section 3.03 and, if
the Chairman should so determine, the Chairman shall so declare to the
meeting, and the defective nomination shall be disregarded.