EXHIBIT 3.2
BYLAWS
OF
BIOSENSOR CORPORATION
ARTICLE I
OFFICES, CORPORATE SEAL
AND SHAREHOLDER CONTROL AGREEMENT
Section 1.01. Registered and Other Offices. The registered office of
the corporation in Minnesota shall be that set forth in the Articles of
Incorporation or 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 corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors shall, from time to time determine.
Section 1.02. Corporate Seal. If so directed by the Board of Directors,
the corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
corporation. The seal need only include the word "seal", but it may also
include, at the discretion of the Board, such additional wording as is permitted
by 1aw.
Section 1.03. Shareholder Control Agreement. In the event of any
conflict or inconsistency between these Bylaws, or any amendment thereto, and
any shareholder control agreement or any stock repurchase or redemption
agreement, whenever adopted, such shareholder control agreement shall govern.
ARTICLES II
MEETINGS OF SHAREHOLDERS
Section 2.01. Time and Place of Meetings. Regular or special meetings
of the shareholders, if any, shall be held on the date and at the time and place
fixed by the President in the absence of Board of Director action, except that a
special meeting called by, or at the demand of a shareholder or shareholders,
pursuant to Minnesota Statutes, Xxxxxxx 000X.000, Xxxx. 0, xxxxx xx held in the
county where the principal executive office is located.
Section 2.02. Regular Meetings. At any regular meeting of the
shareholders there shall be an election of qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six (6) months after the date of the meeting. Any business
appropriate for action by the shareholders may be transacted at a regular
meeting. No meeting shall be considered a regular meeting unless specifically
designated as such in the notice of meeting or unless all the shareholders are
present in person or by proxy and none of them objects to such designation.
Regular meetings may be held no more frequently than once per year.
Section 2.03. Demand by Shareholders. Regular or special meetings may
be demanded by a shareholder or shareholders, pursuant to the provisions of
Minnesota Statutes, Section 302A.431, Subd. 2, and 302A.433, Subd. 2,
respectively.
Section 2.04. Quorum; Adjourned Meetings. The holders of a majority of
the voting power of the shares entitled to vote at a meeting constitute a quorum
for the transaction of business; said holders may be present at the meeting
either in person or by proxy. 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 withdrawal of shareholders originally present
leaves less than the proportion or number otherwise required for a quorum.
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Section 2.05. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Unless otherwise provided by the Articles of Incorporation or a
resolution of the Board of Directors filed with the Secretary of State, each
shareholder shall have one vote for each share held. Upon demand of any
shareholder the vote upon any question before the meeting shall be by ballot.
Section 2.06. Closing of Books. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of shareholders,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fail to fix a record
date for determination of the shareholders entitled to notice of, and to vote
at, any meeting of shareholders, the record date shall be the sixtieth (60th)
day preceding the date of such meeting.
Section 2.07. Notice of Meetings. Notice of all meetings of
shareholders shall be given to every holder of voting shares, except where the
meeting is an adjourned meeting and the date, time and place of the meeting was
announced at the tine of adjournment. The notice shall be given at least ten
(10) days, but not more than sixty (60) days, before the date of the meeting,
except that written notice of a meeting at which an agreement of merger is to be
considered shall be given to all shareholders, whether entitled to vote or not,
at least fourteen (14) days prior thereto. Every notice of any special meeting
shall state the purpose or purposes for which the meeting has been called, and
the business transacted at all special meetings shall be confined to the purpose
stated in the call, unless all of the shareholders are present in person or by
proxy and none of them object to consideration of a particular item of business.
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Section 2.08. Waiver of Notice. A shareholder may waive notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at or after the meeting and whether given in
writing, orally or by attendance.
Section 2.09. Authorization Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting as authorized by law.
ARTICLE III
DIRECTORS
Section 3.01. General Purposes. Except as authorized by the
shareholders pursuant to a shareholder control agreement or unanimous
affirmative vote, the business and affairs of the corporation shall be managed
by or shall be under the direction of the Board of Directors.
Section 3.02. Number, Qualifications and Term of Office. The Board of
Directors shall consist of three Directors, which number may be increased by the
Board of Directors arid additional Directors elected by the existing Board of
Directors, without approval of the shareholders; but this number shall only be
decreased in accordance with Section 302A.223 of the Minnesota Business
Corporation Act. Directors need not be shareholders. The Board of Directors, in
its discretion, may elect a Chairman of the Board of Directors, who, when
present, shall preside at all meetings of the Board of Directors, and who shall
have such powers as the Board shall prescribe. Each of the directors shall hold
office until the regular meeting of the shareholders next held after his
election, until his successor shall have been elected and shall qualify, or
until he shall resign or shall have been removed as provided by law.
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Section 3.03. 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. Notice may be given by mail, telephone, telegram, or in person. If a
meeting schedule is adopted by the Board of Directors, or if the date and time
of a Board meeting has been announced at a previous meeting, no notice is
required.
Section 3 .04. Waiver of Notice. A director may waive notice of a
meeting of the Board of Directors. A waiver of notice by a director is
effective, whether given before, at or after the meeting and whether given in
writing, orally or by attendance.
Section 3.05. Quorum. A majority of the whole Board is a quorum for the
transaction of business, except that when a vacancy or vacancies exist, a
majority of the remaining directors shall constitute a quorum.
Section 3.06. Vacancies. Vacancies on the Board of Directors resulting
from the death, resignation or removal of a director may be filled by the
affirmative voting of a majority of the remaining directors, even though less
than a quorum. Each director elected under this Section to fill a vacancy holds
office until a qualified successor is elected by the shareholders at their next
regular meeting or at any meeting duly called for that purpose.
Section 3.07. Committees. The Board may, by resolution, establish
committees in the manner provided by law. Committee members need not be
directors.
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Section 3.08. Compensation. Directors shall not receive any stated
salary for their services in such capacity, but by resolution of the Board may
receive a fixed fee and expenses of attending meetings. Nothing herein precludes
any director from serving in another capacity and receiving compensation for
such other capacity.
Section 3.09. Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a Board of Directors
meeting.
Section 3.10. Authorization Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board or any committee may be taken
without a meeting as authorized by law.
ARTICLE IV
0FFICERS
Section 4.01. Number. The officers of the corporation shall consist of
a President and may also consist of one or more Vice Presidents, a Secretary and
a Treasurer. The Board may elect or appoint any other officers it deems
necessary for the operation and management of the corporation, each of whom
shall have the powers, rights, duties, responsibilities and terms of office
determined by the Board from time to time. Any number of offices or functions of
those offices may be held or exercised by the same person.
Section 4.02. Election and Term of Office. The Board of Directors shall
from time to time elect a President and may elect one or more Vice Presidents, a
Secretary and a Treasurer and any other officers or agents the Board deems
necessary. Such officers shall hold their offices until their successors are
elected and qualified.
Section 4.03. President. Unless otherwise stipulated, the President
shall be the chief executive officer and the chief financial officer of the
corporation and shall have responsibility for the general active management of
the corporation. When present, he shall
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preside at all meetings of the shareholders and, unless a Chairman of the Board
of Directors has been elected and is present, shall preside at meetings of the
Board of Directors and see that all orders and resolutions of the Board of
Directors are carried into effect. The President, unless some other person is
specifically authorized by vote of the Board of Directors, shall sign all
certificates of stock, bonds, deeds, mortgages, agreements, modification of
mortgage agreements, leases, and contracts of the corporation. The President, if
no Secretary has been elected, shall maintain records of and, whenever
necessary, certify all proceedings of the Board of Directors and the
shareholders. As chief financial officer, the President shall keep accurate
financial records of the corporation; deposit all money, drafts and checks in
the name of and to the credit of the corporation in the banks and depositories
designated by the Board of Directors; endorse for deposit all notes, checks, and
drafts received by the corporation as ordered by the Board of Directors, making
proper vouchers therefor; and disburse corporate funds and issue checks and
drafts in the name of the corporation, as ordered by the Board of Directors. The
President shall perform such other duties as the Board of Directors shall
designate.
Section 4.04. Vice President. If a Vice President or Vice Presidents
have been elected, they shall have such powers and perform such duties as may be
prescribed by the Board of Directors or by the President. In the event of
absence or disability of the President, Vice Presidents shall succeed to the
President's power and duties in the order designated by the Board of Directors.
Section 4.05. Secretary. If a Secretary has been elected, the Secretary
shall keep accurate minutes of all meetings of the shareholders and the Board of
Directors, shall give proper notice of meetings of shareholders and directors,
shall certify all proceedings of the Board of Directors and the shareholders,
and shall perform such other duties and have such other powers as the Board of
Directors or the President may from time to time prescribe. In the Secretary's
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absence at any meeting an Assistant Secretary or a Secretary Pro Tempore shall
perform the Secretary's duties.
Section 4.06. Treasurer. If a Treasurer has been elected, the Treasurer
shall assist the President in carrying out the President's duties as chief
financial officer and perform such other duties and have such other powers as
the Board of Directors or the President may from time to time prescribe.
Section 4.07. Removal and Vacancies. Any officer may be removed from
his office by a majority of the whole Board of Directors, with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy may be filled for the
unexpired term by the Board of Directors.
Section 4.08. Delegation of Authority. An officer elected or appointed
by the Board may delegate some or all of the duties or powers of his office to
other persons, provided that such delegation is in writing.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. Every shareholder of this
corporation shall be entitled to a certificate, to be in such form as prescribed
by law and adopted by the Board of Directors, certifying the number of shares of
the corporation owned by him. The certificates shall be numbered in the order in
which they are issued and shall be signed by the President (or such other
officer or officers as the Board of Directors may designate) and shall have
typed or printed thereon such legend as may be required by any shareholder
control agreement or stock repurchase or redemption agreement. Such signatures
may be by facsimile if authorized by the Board of Directors. Every certificate
surrendered to the corporation for exchange or transfer
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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.
Section 5.02. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the corporation up to the full amount authorized
by the Articles of Incorporation in such amounts as may be determined by the
Board of Directors and as may be permitted by applicable law. Shares shall be
allotted only in exchange for consideration in such forms as may be permitted by
applicable law. At the time of any such allotment of shares, the Board of
Directors making such allotment shall state, by resolution, their determination
of the fair value of the corporation in monetary terms of any consideration
other than cash for which shares are allotted. The amount of consideration to be
received in cash or otherwise shall not be less than the par value of the shares
so allotted.
Section 5.03. Transfer of Shares. Transfer of shares on the books of
the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares. The corporation may treat as the absolute owner of
shares of the corporation the person or persons in whose name or names the
shares are registered on the books of the corporation.
Section 5.04. Lost Certificates. Any shareholder claiming that a
certificate for shares has been lost, destroyed or stolen shall make an
affidavit of the fact in such form as the Board of Directors shall require and
shall, if the Board of Directors so requires, give the corporation a sufficient
indemnity bond, in form, in an amount, and with one or more sureties
satisfactory to the Board of Directors, to indemnify the corporation against any
claims which may be made against it on account of the reissue of such
certificate. A new certificate shall then
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be issued to said shareholder for the same number of shares as the one alleged
to have been destroyed, lost or stolen.
ARTICLE VI
DISTRIBUTIONS
Section 6.01. Distributions. Subject to the provisions of the Articles
of Incorporation, the Board of Directors may cause the corporation to make
distributions pursuant to the provisions of the Minnesota Statutes, Section
302A.551.
Section 6.02. Record Date. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date preceding the date fixed
for the payment of any distribution or allotment of other rights as the record
date for the determination of the shareholders entitled to receive payment of
such distribution or allotment of such rights; and in such case only
shareholders of record on the date so fixed shall be entitled to receive such
payment or allotment notwithstanding any transfer of shares on the books of the
corporation after such record date. The Board of Directors may close the books
of the corporation against the transfer of shares during the whole or any part
of such period.
ARTICLE VII
BOOKS AND RECORDS; FISCAL YEAR
Section 7.01. Books and Records. The Board of Directors of the
corporation shall cause to be kept in such place as it may designate:
(a) a share register, giving the names and addresses of the
shareholders, the number and classes of shares held by each,
and the dates on which the certificates therefor were issued;
(b) records of all proceedings of shareholders and directors;
(c) such other records and books of account as shall be necessary
and appropriate to the conduct of corporate business; and
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(d) Bylaws of the corporation and all amendments thereto.
Section 7.02. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
ARTICLE VIII
INSPECTION OF BOOKS
Section 8.01. Examination by Shareholders. Every shareholder of the
corporation and every holder of a voting trust certificate shall have the right
to examine, in person or by agent or attorney authorized in writing to represent
the shareholder, at any reasonable time or times, for any proper purpose, and at
the place or places where usually kept, the share register, books of account and
records of the proceedings of the shareholders and directors and to make
extracts therefrom.
Section 8.02. Information to Shareholders. Upon written request by a
shareholder of the corporation, the Board of Directors shall furnish to him a
statement of profit and loss for the last fiscal year and a balance sheet
containing a summary of the assets and liabilities as of the close of such
fiscal year.
ARTICLE IX
INDEMNIFICATION
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.
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ARTICLE X
AMENDMENTS
Section 10.01. Subject to Section 10.02, these Bylaws may be amended by
a vote of the majority of the whole Board of Directors at any meeting, provided
that notice of such proposed amendment shall have been included in the notice of
such meeting given to the directors. The Board of Directors shall not adopt,
amend or repeal any Bylaw fixing a quorum for meetings of shareholders,
prescribing procedures for removing directors or filling vacancies in the Board
of Directors, or fixing their qualification, classification, term of office or
number; except that the Board may adopt or amend any Bylaw to increase its
number.
Section 10.02. Notwithstanding the provisions of Section 10.01, the
shareholders may amend or repeal any Bylaw by a majority vote of the
shareholders present or represented at any regular meeting or at any special
meeting of shareholders called for such purpose.
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