BMC INDUSTRIES, INC.
(as amended effective April 28, 1983, February 11, 1986,
February 8, 1989, July 15, 1991, and December 14, 1994)
Section 1. REGISTERED OFFICE. The registered office of the
corporation is Two Appletree Square, Minneapolis, Minnesota 55425.
Section 2. PRINCIPAL EXECUTIVE OFFICE. The principal executive
office of the corporation is Two Appletree Square, Minneapolis, Minnesota 55425.
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETING. All meetings of the stockholders
shall be held at the registered office of the corporation or, except for a
meeting called by or at the demand of a stockholder, at such other place as may
be fixed from time to time by the Board of Directors (the "Board").
Section 2. ANNUAL MEETING. An annual meeting of stockholders
shall be held each year on the date fixed by the Board for the purpose of
electing directors and for the transaction of any other business appropriate for
action by the stockholders.
Section 3. SPECIAL MEETINGS. Special meetings of the
stockholders may be called by the chief executive officer, the chief financial
officer, two or more directors or a stockholder or stockholders holding ten
percent or more of the voting power of all shares entitled to vote, except that
a special meeting for the purpose of considering any action to directly or
indirectly facilitate or effect a business combination, including any action to
change or otherwise affect the composition of the board of directors for that
purpose, must be called by 25 percent or more of the voting power of all shares
entitled to vote. Special meetings shall be held on the date and at the time
and place fixed by the chief executive officer or the Board, or in Hennepin
County, Minnesota at the place fixed by a stockholder or stockholders lawfully
calling a meeting. The business to be transacted at a special meeting shall be
limited to the purposes stated in the notice of the meeting.
Section 4. NOTICE. Notice of all meetings of stockholders shall
be given to every holder of record of shares entitled to vote, shall be given at
least ten, and not more than 60 days, before the date of the meeting and shall
contain the date, time and place of the meeting and, in the case of a special
meeting, the purpose of the meeting.
Section 5. RECORD DATE. The Board shall fix a record date not
more than 60 days before the date of a meeting of stockholders as the date for
the determination of the holders of shares entitled to notice of and to vote at
Section 6. QUORUM. The holders of a majority of the voting power
of the shares entitled to vote at a meeting present in person or by proxy at the
meeting are a quorum for the transaction of business. If a quorum is present
when a meeting is convened, the stockholders present may continue to transact
business until adjournment sine die, even though the withdrawal of a number of
stockholders originally present leaves less than the proportion otherwise
required for a quorum.
Section 7. VOTING RIGHTS. Unless otherwise provided in the terms
of the shares, a stockholder has one vote for each share held on a record date.
A stockholder may cast a vote in person or by proxy. Such vote shall be by
written ballot unless the chairman of the meeting determines to require a voice
vote on a particular matter.
Section 8. PROXIES. The chairman of the meeting shall, after
stockholders have had a reasonable opportunity to vote and file proxies, close
the polls after which no further ballots, proxies or revocations shall be
received or considered.
Section 9. ACT OF AND PROPOSALS BY THE STOCKHOLDERS. Except as
otherwise provided by applicable state law or the articles of incorporation of
the corporation, the stockholders small take action by the affirmative vote of
the holders of a majority of the voting power of the shares present and entitled
Any proposal by a stockholder or stockholders to amend the articles of
incorporation or bylaws of the corporation to the extent permitted by Sections
302A.135 and 302A.181, Minnesota Statutes, and any other proposal by a
stockholder or stockholders to the extent authorized to be made, shall be made
pursuant to timely notice in writing to the secretary of the corporation. To be
timely, any such notice shall be received at the principal executive offices of
the corporation not less than 120 days prior to the annual meeting of
stockholders and any meeting of the stockholders called for the election of
Section 10. NOMINATIONS OF DIRECTORS. Nominations for the
election of directors may be made only by or at the direction of the Board or by
a stockholder entitled to vote for the election of
directors. All such nominations, except those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the secretary of the corporation. To be timely, any such notice shall be
received at the principal executive offices of the corporation not less than 120
days prior to the annual meeting of stockholders and any meeting of the
stockholders called for the election of directors. if any such notice is
received on a timely basis, then nominations to be made by or at the direction
of the Board shall be made not less than 30 days prior to such meeting,
provided, however, that if prior to such meeting the chairman of the Board or
chief executive officer should learn that any Board nominee will be unable to
serve by reason of death, incapacity or other unexpected occurrence, the Board
shall have the right to nominate a substitute nominee for such person. Notice
of nominations which are made by or at the direction of the Board shall be given
to the secretary by the chairman of the Board or chief executive officer on
behalf of the Board.
Each notice hereunder must set forth (i) the name, age, business address and, if
known, residence address of each nominee, (ii) the principal occupation or
employment of each nominee, (iii) the number of shares of stock of the
corporation beneficially owned by each nominee, (iv) the class of directors to
which the nominee is nominated, and (v) such other information concerning each
such nominee as would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies for the election of
such nominee. Such notice must also include a signed consent of each such
nominee to serve as a director of the corporation, if elected.
If the chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedure, he shall so declare to the meeting and
such nomination shall be void and shall be disregarded for all purposes.
BOARD OF DIRECTORS
Section 1. BOARD TO MANAGE. The business and affairs of the
corporation shall be managed by or under the direction of the Board.
Section 2. NUMBER AND TERM OF OFFICE. The number of directors
shall be at least three but not more than seventeen, as determined from time to
time by the Board. The terms of office of directors shall be classified as
required by the articles of incorporation of the corporation. Directors shall
hold office until the expiration of the terms for which they were elected,
provided, however, that a director may be removed from office as a director at
any time by the stockholders for proper cause or by the directors with or
without cause if the director was named by the Board to fill a vacancy. If the
office of any director becomes
vacant by reason of permitted removal by action of the stockholders, the
stockholders may fill the vacancy at the meeting at which the removal occurred,
and, absent such action, a majority of the remaining directors, though less than
a quorum, may fill the vacancy. The vacancy shall be filled for the full
remaining term of the removed director. If the office of any director becomes
vacant by reason of death, resignation or permitted removal by action of the
directors, or a new directorship is created by increase in the number of
directors within the permitted range of three or seventeen, a majority of the
remaining directors, though less than a quorum, may fill the vacancy or new
directorship, either until the next annual meeting of the stockholders or for
the full remaining term of the former director, in the case of a vacancy, or the
full term of the new directorship.
Section 3. MEETINGS OF THE BOARD. The Board may hold meetings
either within or without the State of Minnesota at such places as the Board may
select. If the Board fails to select a place for a meeting, the meeting shall
be held at the principal executive office of the corporation. At least four
regular meetings of the Board shall be held each year. One shall be held
immediately following the annual meeting of the stockholders. The other regular
meetings shall be held on dates and at times determined by the Board. No notice
of a regular meeting is required if the date, time and place of the meeting has
been announced at a previous meeting of the Board. A special meeting of the
Board may be called by the chief executive officer unless a different officer is
vested with such power by the Board, by giving, or causing the secretary to
give, at least two hours notice to all directors of the date, time and place of
the meeting. Any director may call a special meeting of the Board by giving, or
causing the secretary to give, at least twenty-four hours notice to all
directors of the date, time and place of the meeting.
Section 4. ADVANCE ACTION BY ABSENT DIRECTORS. A director may
give advance written consent or opposition to a proposal to be acted on at a
Section 5. ELECTRONIC COMMUNICATIONS. A conference among
directors by any means of communications through which the directors may
simultaneously hear each other during the conference constitute a Board meeting
if the required meeting notice has been given and a quorum is present. Such a
conference may consist of one or more directors physically present at the
meeting location and other directors participating and considered present by
such means of communications.
Section 6. QUORUM. At all meetings of the Board, a majority of
the directors then holding office is 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 meeting is convened, the directors present may continue to transact
business until adjournment sine die even though the withdrawal of a number
of directors originally present leaves less than the proportion otherwise
required for a quorum.
Section 7. ACT OF THE BOARD. The Board shall take action by the
affirmative vote of at least a majority of the directors present at a meeting.
The Board may also act without a meeting by written action signed by all of the
directors then holding office.
Section 8. BOARD-APPOINTED COMMITTEES. A resolution approved by
the affirmative vote of a majority of the directors then holding office may
establish committees having the authority of the Board to the extent provided in
the resolution and each such committee is subject at all times to the direction
and control of the Board except as provided by applicable state law with respect
to a committee of disinterested persons.
Section 1. REQUIRED OFFICERS. The corporation shall have
officers who shall serve as chief executive officer and chief financial officer
and such other officers as the Board shall determine from time to time. All
officers shall serve at the pleasure of the Board.
Section 2. CHIEF EXECUTIVE OFFICER. The chief executive officer
of the corporation shall preside at all meetings of the stockholders and of the
Board unless a different individual is designated by the Board to so preside.
The chief executive officer shall also:
(a) have general policy level responsibility for the management of the
business and affairs of the corporation;
(b) have responsibility for development and implementation of long range
plans for the corporation;
(c) see that all the orders and resolutions of the Board are carried
into effect; and
(d) perform other duties prescribed by the Board or these bylaws.
Section 3. CHIEF FINANCIAL OFFICER. One or more officers,
however denominated by the Board, together may share the following functions of
chief financial officer, which shall be to:
(a) cause accurate financial records to be maintained for the
(b) cause all funds belonging to the corporation to be deposited in the
name of and to the credit of the
corporation in banks and other depositories selected pursuant to
general or specific Board resolutions;
(c) cause corporate funds to be disbursed as appropriate;
(d) cause appropriate internal control systems to be developed,
maintained, improved and implemented; and
(e) perform other duties prescribed by the Board or the chief executive
Section 1. CERTIFICATES. Certificated shares of this corporation
shall be in such form as prescribed by law and adopted by the Board.
Section 2. TRANSFER OF SHARES. Transfer of shares on the books
of the corporation shall be made by the transfer agent-registrar in accordance
with procedures adopted by the Board.
Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate
for shares of the corporation shall be issued in place of one claimed to be
lost, stolen or destroyed except in compliance with Section 336.8-405, Minnesota
Statutes, as amended from time to time, and the corporation may require a
satisfactory bond of indemnity protecting the corporation against any claim by
reason of the lost, stolen or destroyed certificate.
Section 1. VOTING OF SHARES. The chief executive officer, or a
person serving any function of chief financial officer, unless some other person
is appointed by the Board, may vote shares of any corporation held or owned by
the corporation and may take any required action with respect to investments in
other types of legal entities.
Section 2. EXECUTION OF CONTRACTS. Contracts, deeds, mortgages,
bonds, debentures and other documents and instruments of the corporation may be
signed and delivered on behalf of the corporation by the chief executive officer
or by a person serving any function of chief financial officer, or by such other
person or by such other officer as the Board or the chief executive officer may
Section 3. FISCAL YEAR. The fiscal year of the corporation shall
be the calendar year.
Section 4. NO SEAL. No corporate seal shall be required of, or
utilized by the corporation.