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AMENDED AND RESTATED
BYLAWS
OF
TECHNE CORPORATION
Effective October 25, 2012
ARTICLE 1.
OFFICES
1.1) Offices. The principal office of the corporation shall be 614
McKinley Place N.E., Minneapolis, Minnesota 55413, and the corporation may
have offices at such other places within or without the State of Minnesota as
the Board 1.1) Offices. The principal office of the corporation shall be
614 McKinley Place N.E., Minneapolis, Minnesota 55413, 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) Annual Meeting. The annual meeting of the shareholders of the
corporation entitled to vote shall be held at the principal 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 by written consent of all the
shareholders entitled to vote thereat, at such time on such day of each year
as shall be determined by the Board of Directors or by the Chief Executive
Officer. At the annual meeting, the shareholders, voting as provided in the
Articles of Incorporation, shall elect directors and shall transact such
other business as shall properly come before the meeting.
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 ten percent (10%) 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 twenty-five percent or more of the voting power of all shares of
the corporation entitled to vote), who shall demand such special meeting by
written notice given to the Chief Executive Officer or the Chief Financial
Officer of the corporation specifying the purposes of such meeting.
2.3) Notice of Meetings. There shall be mailed to each shareholder
entitled to vote, at his address as shown by the books of the corporation, a
notice setting out the place, date and hour of the annual meeting or any
special meeting, which notice shall be mailed at least five (5) days, but not
more than 60 days, prior to the date of the meeting; provided, that (i)
notice of a meeting at which an agreement of merger or consolidation is to be
considered shall be mailed to all shareholders of record, whether or not
entitled to vote, at least fourteen (14) days prior thereto, (ii) notice of a
meeting at which a proposal to dispose of all, or substantially all, of the
property and assets of the corporation is to be considered shall be mailed to
all shareholders of record, whether or not entitled to vote, at least ten
(10) days prior thereto, and (iii) notice of a meeting at which a proposal to
dissolve the corporation or to amend the Articles of Incorporation is to be
considered shall be mailed to all shareholders of record, whether or not
entitled to vote, at least ten (10) 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. Attendance at a meeting by any shareholder,
without objection in writing by him, shall constitute his waiver of notice of
the meeting.
2.4) Quorum and Adjourned Meeting. The holders of a majority of all
shares outstanding and entitled to vote, represented either in person or by
proxy, shall constitute a quorum for the transaction of business at any
annual or special meeting of shareholders. 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 voting shares shall be represented. At such
adjourned meetings at which the required amount of voting shares shall be
represented, any business may be transacted which might have been transacted
at the original meeting.
2.5) 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 (1) vote for each share having voting power
standing in his 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 by a plurality
vote, 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, the Articles
of Incorporation or these Bylaws.
2.6) Record Date. 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 any 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 transfer of shares
during the whole or any part of such period. In the absence of action by the
Board, only shareholders of record twenty (20) days prior to a meeting may
vote at such meeting.
2.7) Advance Notice of Shareholder Proposals and Director Nominations.
Nominations of persons for election to the Board of Directors of the
corporation and the proposal of other business to be considered by the
shareholders may be made at an annual meeting of shareholders only
(A) pursuant to the corporation's notice of meeting (or any supplement
thereto), (B) by or at the direction of the Board of Directors or a committee
thereof, or (C) by any shareholder of the corporation (i) who was a
shareholder of record of the corporation (and with respect to any beneficial
owner, if different, on whose behalf such nomination or proposal is made,
only if such beneficial owner was the beneficial owner of shares of the
corporation) at the time the notice provided for in this Section 2.7 is
delivered to the Secretary of the corporation and remains a shareholder of
record (and, with respect to any beneficial owner, remains a beneficial
owner) through the time of the meeting, (ii) who is entitled to vote at the
meeting and (iii) who complies with the notice procedures set forth in this
Section 2.7; clause (C) shall be the exclusive means for a shareholder to
submit such business before an annual meeting of shareholders (other than
matters properly brought under Rule 14a-8 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act" and included in the corporation's
notice of meeting).
For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (C) of the prior
paragraph, the shareholder must have given timely notice thereof in writing
to the Secretary of the corporation and any such proposed business (other
than the nominations of persons for election to the Board of Directors) must
constitute a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the corporation not less than 60 days nor more than 90
days prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the 90th day prior to such annual meeting and not later than
the close of business on the 60th day prior to such annual meeting or the
10th day following the day on which public announcement of the date of such
meeting is first made. Such shareholder's notice shall set forth:
(a) as to each person whom the shareholder proposes to nominate
for election as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant
to Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a nominee and
to serving as a director if elected);
(b) as to any business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the
proposal is made; and
(c) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made
(1) the name and address of such shareholder, as they appear on the
corporation's books, and of such beneficial owner and (2) the class and
number of shares of the corporation which are owned beneficially and of
record by each shareholder and such beneficial owner.
Only such persons who are nominated in accordance with the procedures
set forth in this Section 2.7 shall be eligible to serve as directors and
only such business shall be conducted at an annual meeting of shareholders as
shall have been brought before the meeting in accordance with the procedures
set forth in this Section 2.7. The chairman of the annual meeting shall have
the power and duty to determine whether a nomination or any business proposed
to be brought before the annual meeting was made in accordance with the
procedures set forth herein and, if any proposed nomination or business is
not in such compliance, to declare that such defective proposal shall be
disregarded.
2.8) Notwithstanding the foregoing provisions, a shareholder shall also
comply with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth herein. Nothing
herein shall be deemed to affect any rights of shareholders to request
inclusion of proposals in the corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
ARTICLE 3.
DIRECTORS
3.1) General Powers. The property, affairs and business of the
corporation shall be managed by a Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these Bylaws
required to be exercised or done by the shareholders.
3.2) Number, Term and Qualifications. At each annual meeting the
shareholders shall determine the number of directors, which shall not be less
than the minimum required by law; provided, that between annual meetings the
authorized number of directors may be increased by the shareholders or by the
Board of Directors or decreased by the shareholders. Each director at each
annual meeting of shareholders shall be elected for a term of one (1) year
and shall hold office until his successor is elected and qualified, or until
his resignation or removal as provided by statute.
3.3) Vacancies. Vacancies on the Board of Directors shall be filled by
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 two-thirds (2/3) 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 their next annual meeting or at any special meeting duly called
for that purpose.
3.4) Quorum and Voting. A majority of the whole Board of Directors
shall constitute a quorum for the transaction of business except that when a
vacancy or vacancies exist, a majority of the remaining directors (provided
such majority consists of not less than two (2) directors) shall constitute a
quorum. Except as otherwise provided in the Articles of Incorporation or
these Bylaws, 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) Regular Meetings. Regular meetings of the Board of Directors
shall be held from time to time at such time and place as may from time to
time be fixed by resolution adopted by a majority of the entire Board of
Directors. No notice need be given of any regular meeting.
3.6) Special Meetings. Special meetings of the Board of Directors may
be held at such time and place as may be designated in the notice or the
waiver of notice of the meeting. Special meetings of the Board of Directors
may be called by the Chairman or any member of the Board. Unless notice
shall be waived by all directors, notice of such special meeting (including a
statement of the purposes thereof) shall be given to each director at least
24 hours in advance of the meeting if oral or two (2) days in advance of the
meeting if by mail, electronic mail, facsimile or other written
communication; provided, however, that meetings may be held without waiver of
notice from or giving notice to any director while he or she is in the armed
forces of the United States or outside the continental limits of the United
States. Attendance at a meeting by any director, without objection in
writing by him, shall constitute a waiver of notice of such meeting.
3.7) Compensation. Directors who are not salaried officers of the
corporation shall be compensated as 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.
3.8) Committees. The Board of Directors may, by resolution approved by
affirmative vote of a majority of the Board, establish committees, including
but not limited to an Audit Committee, Nominations and Governance Committee,
and Executive Compensation Committee. Each such committee shall have the
authority of the Board in the management of the business of the corporation
only to the extent provided in the resolution. Each such committee shall
consist of one or more natural persons (who, except otherwise required by law
or corporation policies, need not be directors) appointed by the affirmative
vote of a majority of the directors present, and shall, other than special
litigation committees that consider legal rights or remedies of the
corporation and whether those rights and remedies should be pursued, be
subject at all times to the direction and control of the Board. Committees
shall be governed by the same rules regarding meetings, action without
meetings, notice and waiver of notice, quorum, and voting requirements as
applied to the Board of Directors.
ARTICLE 4.
OFFICERS
4.1) Number and Designation. The Board of Directors shall elect a
Chief Executive Officer, a Secretary and a Chief Financial Officer, and may
elect or appoint a Chairman of the Board, one or more Vice Presidents, and
such other officers and agents as it may from time to time determine, each of
whom shall have the powers, rights, duties and responsibilities as set forth
in the Minnesota Business Corporations Act or as determined by the Board from
time to time. Any of the offices may be held by the same person. Each
officer shall hold office until his or her successor is appointed and
qualified or until said officer's earlier death, resignation, or removal.
4.2) Election, Term of Office and Qualifications. At each annual
meeting of the Board of Directors, the Board shall elect or appoint the
officers provided for in Section 4.1 and such officers shall hold office
until the next annual meeting of the Board 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
entire Board of Directors (without prejudice, however, to any contract rights
of such officer).
4.3) Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Chairman, Chief Executive
Officer or Secretary. The resignation shall take effect at the time
specified in the notice and, unless otherwise specified therein, 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 shall be filled for the unexpired term by the Board of Directors at
any regular or special meeting.
ARTICLE 5.
INDEMNIFICATION
5.1) Indemnification of Directors and Officers. To the full extent
permitted by Minnesota Statutes, Section 302A.521, as amended from time to
time, or by other provisions of law, each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, wherever brought, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a director
or officer of the corporation or by reason of the fact that such person is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified by the corporation against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. The indemnification provided by this
section shall continue as to a person who has ceased to be a director or
officer of the corporation and shall inure to the benefit of the heirs,
executors and administrators of such person.
5.2) Indemnification of Employees. Each person who is not eligible for
indemnification pursuant to Section 5.1 above and who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, wherever brought, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was an
employee of the corporation or by reason of the fact that such person is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified by the corporation by action of the
Board of Directors in accordance with the procedures described by Minnesota
Statutes, Chapter 302A, as amended from time to time, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such
action, suit or proceeding; provided, however, no person covered by this
Section 5.2 shall be entitled to indemnification or advances for such
person's negligent, willful conduct or unlawful activity (regardless of
action or omission). The indemnification provided by this section shall
continue as to a person who has ceased to be an employee and shall inure to
the benefit of the heirs, executors and administrators of such person.
5.3) Advance Payments. The corporation may pay in advance of final
disposition expenses incurred in actions, suits and proceedings specified in
Sections 5.1 and 5.2 above and in accordance with the standards and
procedures set forth in Section 5.1, with respect to officers and directors,
and Section 5.2, with respect to employees not covered by Section 5.1.
5.4) Insurance. To the full extent permitted by Minnesota Statutes,
Section 302A.521, as amended from time to time, or by other provisions of
law, the corporation may purchase and maintain insurance on behalf of any
indemnified party against any liability asserted against such person and
incurred by such person in such capacity.
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 of Directors, be signed
by the Chairman and the Secretary or an Assistant Secretary of the
corporation, if there be one.
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. A record shall be kept of the name of the
person, firm or corporation owning the stock represented by such certificates
respectively, the respective dates thereof and, in the case of cancellation,
the respective dates of cancellation. Every certificate surrendered to the
corporation for exchange or transfer 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
(except as provided for in Section 6.5 of this Article 6).
6.3) Facsimile Signatures. Where 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 Chairman, Secretary or Assistant Secretary may be a facsimile. In case
any officer or officers who have signed, or whose facsimile signature or
signatures have been used on any such certificate or certificates shall cease
to be such officer or officers of the corporation before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used
thereon had not ceased to be such officer or officers of the corporation.
6.4) 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.
6.5) 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.
ARTICLE 7.
GENERAL PROVISIONS
7.1) Dividends. Subject to the provisions of the Articles of
Incorporation and of these Bylaws, the Board of Directors may declare
dividends from the net earnings or net assets of the corporation available
for dividends whenever and in such amounts as, in its opinion, the condition
of the affairs of the corporation shall render it advisable and to the extent
permitted by law.
7.2) Surplus and Reserves. Subject to the provisions of the Articles
of Incorporation and of these Bylaws, the Board of Directors in its
discretion may use and apply any of the net earnings or net assets of the
corporation available for such purpose to purchase or acquire any of the
shares of the capital stock of the corporation in accordance with law, or any
of its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness, or from time to time may set aside from it net assets or net
earnings such sums as it, in its absolute discretion, may think proper as a
reserve fund to meet contingencies, for the purpose of maintaining or
increasing the property or business of the corporation, or for any other
purpose it may think conducive to the best interests of the corporation.
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 any and all securities of any other company owned
by the corporation 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.
ARTICLE 8.
MEETINGS
8.1) Waiver of Notice. Whenever any notice whatsoever is required to
be given by these Bylaws, the Articles of Incorporation or any of the laws of
the State of Minnesota, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before, at or after the time stated
therein, shall be deemed equivalent to the actual required notice.
8.2) Participation by Conference Telephone. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board of Directors or of such committee by means of conference
telephone, videoconference, or similar communications equipment whereby all
persons participating in the meeting can hear and communicate with each
other, and participation in a meeting pursuant to this Section shall
constitute presence in person at such meeting. The place of the meeting
shall be deemed to be the place of origination of the conference telephone
call or similar communication technique.
8.3) Authorization Without Meeting. Any action of the shareholders,
the Board of Directors, or any lawfully constituted 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 that action, by all of the directors, or by all
of the members of such committee, as the case may be.
ARTICLE 9.
AMENDMENTS OF BYLAWS
9.1) Amendments. 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 at any regular meeting of the Board or at any special meeting of
the Board called for that purpose, subject to (i) the power of the
shareholders to change or repeal such Bylaws and (ii) any other limitations
on the authority of the Board, in each case as provided by the Minnesota
Business Corporation Act
