EXHIBIT 3.1
RESTATED BYLAWS
OF
BUFFALO WILD WINGS, INC.
(As Amended February 25, 2007)
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.
The principal executive office of the corporation shall initially be located at
1919 Interchange Tower, 600 South Highway 169, Minneapolis, Minnesota 55426, 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; provided, that if a regular meeting has not been held during the
immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares entitled to vote may demand a
regular meeting of shareholders by written notice of demand given to the chief
executive officer or chief financial officer of the corporation. At each regular
meeting, the shareholders, voting as provided in the Articles of Incorporation
and these Bylaws, shall elect qualified successors for directors who serve for
an indefinite term or for directors whose terms have expired or are due to
expire 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, two or more directors, or a shareholder or
shareholders holding 10 percent or more of the voting power of all shares
entitled to vote who shall demand such special meeting by giving written notice
of demand to the chief executive officer or the chief financial officer
specifying the purposes of the meeting.
2.3) Meetings Held Upon Shareholder Demand. Within 30 days after receipt by
the chief executive officer or the chief financial officer of a demand from any
shareholder or shareholders entitled to call a regular or special meeting of
shareholders, the Board of Directors shall cause such meeting to be called and
held on notice no later than 90 days after receipt of such demand. If the Board
of Directors fails to cause such a meeting to be called and held, the
shareholder or shareholders making the demand may call the meeting by giving
notice as provided in Section 2.5 hereof at the expense of the corporation.
1
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, or
if not so designated then as shall be specified in the respective notices or
waivers of notice of such meetings, except that a regular 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 seven days nor more than 60 days prior to the date of the
meeting; provided, that notice of a meeting at which there is to be considered a
proposal (i) to dispose of all, or substantially all, of the property and assets
of the corporation or (ii) to dissolve the corporation shall be given to all
shareholders of record, whether or not entitled to vote; and provided further,
that notice of a meeting at which there is to be considered a proposal to adopt
a plan of merger or exchange shall be given to all shareholders of record,
whether or not entitled to vote, at least 14 days prior thereto. 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 at such meeting.
2.7) Quorum and Adjourned Meeting. The holders of a 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 the 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 vote for each share having voting power standing in each
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 or the Articles of Incorporation.
2
2.9) Order of Business. The suggested order of business at any regular
meeting and, to the extent appropriate, at all other meetings of the
shareholders shall, unless modified by the presiding chairman, be:
(a) Call of roll
(b) Proof of due notice of meeting or waiver of notice
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Reports of officers and committees
(f) Election of directors
(g) Unfinished business
(h) New business
(i) Adjournment.
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 shall consist
of one or more members. At each regular meeting, the shareholders shall
determine the number of directors; provided, that between regular meetings the
authorized number of directors may be increased or decreased by the shareholders
or increased by the Board of Directors. Each director shall serve for an
indefinite term that expires at the next regular meeting of shareholders, and
until his or her successor is elected and qualified, or until his or her earlier
death, resignation, disqualification or removal as provided by statute.
3.3) Vacancies. Vacancies on the Board of Directors may be filled by the
affirmative vote of a majority of the remaining members of the Board, though
less than a quorum; provided, that newly created directorships resulting from an
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the directors serving at the time of such
increase. Persons so elected shall be directors until their successors are
elected by the shareholders, who may make such election at the next regular or
special meeting of the shareholders.
3.4) 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.
3.5) 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 two days' 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, 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
3.6) 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.
3.7) 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.
3.8) 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.
3.9) 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, and shall, other
than special litigation committees, be subject at all times to the direction and
control of the Board. A majority of the members of a committee present at a
meeting shall constitute a quorum for the transaction of business.
3.10) Order of Business. The suggested order of business at any meeting of
the Board of Directors shall, to the extent appropriate and unless modified by
the presiding chairman, be:
(a) Roll call
(b) Proof of due notice of meeting or waiver of notice, or unanimous
presence and declaration by presiding chairman
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Reports of officers and committees
(f) Election of officers
(g) Unfinished business
(h) New business
(i) Adjournment.
4
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 Chairman of the Board, 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 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) Election, Term of Office and Qualification. At the first meeting of
the Board following each election of directors, the Board shall elect officers,
who shall hold office until the next election of officers or until their
successors are elected or appointed and qualify; provided, however, that any
officer may be removed with or without cause by the affirmative vote of a
majority of the Board of Directors present (without prejudice, however, to any
contract rights of such officer).
4.3) Resignation. Any officer may resign at any time by giving written
notice to the corporation. The resignation is effective when notice is given to
the corporation, unless a later date is specified in the notice, and acceptance
of the resignation shall not be necessary to make it effective.
4.4) Vacancies in Office. If there be 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 Articles, these Bylaws or the
Board to some other officer or agent of the corporation; (e) may 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 the chief
executive officer 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
transactions undertaken 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.
5
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 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 a resolution approved by the
affirmative vote of a majority of the directors present, an officer elected or
appointed by the Board may delegate in writing some or all of the duties and
powers of such officer to other persons.
ARTICLE 5.
INDEMNIFICATION
5.1) Indemnification. The corporation shall indemnify such persons, for
such expenses and liabilities, in such manner, under such circumstances, and to
such extent, as permitted by Minnesota Statutes, Section 302A.521, as now
enacted or hereafter amended.
6
ARTICLE 6.
SHARES AND THEIR TRANSFER
6.1) Certificated or Uncertificated Stock. Shares of the corporation may be
certificated, uncertificated, or a combination thereof. A certificate
representing shares of the corporation shall be in such form as the Board of
Directors may prescribe, certifying the number of shares of stock of the
corporation owned by such 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 chief
executive officer, the chief financial officer, 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 such person were such officer,
transfer agent or registrar on the date of issue.
6.2) Stock Record. As used in these 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 or transaction
statements representing shares were issued.
6.3) Transfer of Shares. Transfer of shares on the books of the corporation
may be authorized only by the registered holder of such shares (or the
shareholder's legal representative or duly authorized attorney in fact). In the
case of shares represented by a certificate, transfer of such shares shall only
occur upon surrender of the certificate duly endorsed, while transfer of
uncertificated shares shall only occur upon a shareholder's compliance with such
procedures the corporation or its transfer agent may require. 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.
7
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 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 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 such corporate seal or no corporate
seal as the Board of Directors shall from time to time determine.
7.5) Securities of Other Corporations.
(a) Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors, the chief executive officer shall have
full power and authority on behalf of the corporation (i) to attend and to
vote at any meeting of security holders of other companies in which the
corporation may hold securities; (ii) to execute any proxy for such meeting
on behalf of the corporation; and (iii) to execute a written action in lieu
of a meeting of such other company on behalf of this corporation. At such
meeting, by such proxy or by such writing in lieu of meeting, the chief
executive officer shall possess and may exercise any and all rights and
powers incident to the ownership of such securities that the corporation
might have possessed and exercised if it had been present. The Board of
Directors may from time to time confer like powers upon any other person or
persons.
(b) Purchase and Sale of Securities. Unless otherwise ordered by the
Board of Directors, the chief executive officer shall have full power and
authority on behalf of the corporation to purchase, sell, transfer or
encumber securities of any other company owned by the corporation which
represent not more than 10 percent of the outstanding securities of such
issue, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer or encumbrance. The Board of
Directors may from time to time confer like powers upon any other person or
persons.
7.6) Shareholder Agreements. In the event of any conflict or inconsistency
between these Bylaws, or any amendment thereto, and any shareholder control
agreement as defined in Minnesota Statutes, Section 302A.457, whenever adopted,
such shareholder control agreement shall govern.
8
ARTICLE 8.
MEETINGS
8.1) Telephone Meetings and Participation. A conference among shareholders
or directors or committee members by any means of communication through which
the participants may simultaneously hear each other during the conference
constitutes a shareholder, Board or Committee meeting, respectively, if the same
notice is given of the conference as would be required for such meeting, and if
the number of participants in the conference would be sufficient to constitute a
quorum at such meeting. Participation in a meeting by that means constitutes
presence in person at the meeting. A shareholder, director or committee member
may participate in a meeting not heretofore described in this paragraph, by any
means of communication through which such shareholder, director or committee
member and others participating by similar means of communication, and all
participants 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.
8.2) Authorization Without Meeting. Any action of the shareholders, the
Board of Directors, or any committee of the corporation which may be taken at a
meeting thereof, may be taken without a meeting if authorized by a writing
signed by all of the holders of shares who would be entitled to vote on such
action, by all of the directors (unless less than unanimous action is permitted
by the Articles of Incorporation), or by all of the members of such committee,
as the case may be.
ARTICLE 9.
AMENDMENTS OF BYLAWS
9.1) Amendments. Unless the Articles of Incorporation provide otherwise,
these 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.
9
The undersigned, Mary J. Twinem, Secretary of Buffalo Wild Wings, Inc.,
hereby certifies that the foregoing Restated Bylaws were duly adopted as the
Bylaws of the corporation by its Board of Directors as of June 1, 1998.
/s/ Mary J. Twinem
-------------------------
Mary J. Twinem, Secretary
Attest:
/s/ Sally J. Smith
- -------------------------
Sally J. Smith, President
10