<PAGE>
BY-LAWS
OF
ANALYSTS INTERNATIONAL CORPORATION
ARTICLE I.
CORPORATE SEAL
The corporate seal shall be circular in form and have inscribed
thereon in a circle the name "Analysts International Corporation" and the
words "Corporate Seal" within the circle.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 1. An annual meeting of the shareholders of the corporation
entitled to vote for the election of directors shall be held at such place
within or without the State of Minnesota as shall be determined from time to
time by the Board of Directors. Such annual meeting shall be held on such day in
the month of October in each year or at such other time as the Board of
Directors shall determine, at which time the shareholders, voting as provided in
the Articles of Incorporation, shall elect a Board of Directors for the ensuing
year, and shall transact such other business as shall properly come before the
meeting. The holders of a majority of shares outstanding entitled to vote for
the election of directors at said meeting, represented either in person or by
proxy, shall constitute a quorum for the transaction of business. In case a
quorum be not present at the annual meeting, those present may adjourn to such a
day as they shall agree upon. A notice of such adjournment shall be mailed to
each shareholder entitled to vote, at least five (5) days before such adjourned
meeting, but if a quorum be present, they may adjourn from day to day as they
see fit and no notice need be given.
1
<PAGE>
Section 2. Except as may otherwise be provided by the Board of
Directors from time to time, only shareholders of record at the close of
business on the record date established by the Board of Directors shall be
entitled to vote at such meeting.
Section 3. Special meetings of the shareholders may be called by the
Secretary at any time upon request of the President or a majority of the members
of the Board of Directors, or upon request by shareholders as provided by law.
Section 4. For annual shareholders' meetings there shall be mailed to
each person shown by the books of the corporation (or of the corporation's
transfer agent) to be, on the record date for determining shareholders entitled
to vote, a holder of record of voting shares, at his address as shown by such
books, a notice setting out the time and place of the annual meeting, which
notice shall be mailed at least ten (10) days prior thereto. For special
shareholders' meetings there shall be mailed to each person shown by the books
of the corporation to be a shareholder of record at the time of mailing such
notice and entitled to receive such notice, at his address as shown by the books
of the corporation, a notice setting out the time, place and object of each
special meeting, which notice shall be mailed at least two (2) days prior
thereto.
ARTICLE III.
DIRECTORS
Section 1. The business and property of the corporation shall be
managed by a Board of Directors, consisting of seven directors. The term of
each director shall continue until the next annual meeting of the corporation
or until his successor is elected and qualified.
Section 2. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, provided, however, that if any vacancies
exist by reason of death,
2
<PAGE>
resignation or otherwise, a majority of the remaining directors shall
constitute a quorum for the filling of such vacancies.
Section 3. The directors shall meet annually immediately after, and at
the place of, the annual meeting of the shareholders or as soon thereafter as is
practicable, unless otherwise specified by the directors. Regular meetings of
the Board of Directors shall be held from time to time at such place and time as
may from time to time be fixed by resolutions adopted by the Board of Directors.
No notice need be given of any regular meeting. Special meetings of the Board of
Directors may be held at such time and place as may from time to time be
designated in the notice or waiver of notice of the meeting. Special meetings of
the Board of Directors may be called by the President or by any two (2)
directors. Notice of such special meetings shall be given by the Secretary who
shall give at least twenty-four (24) hours' notice thereof to each director by
mail, telegraph, telephone or in person, provided that no notice of any meeting
need be given to any director while he is in the armed forces of the United
States.
Section 4. Directors need not be shareholders of the corporation.
ARTICLE IV.
OFFICERS
Section 1. The officers of the corporation shall consist of a
President, a Secretary and a Treasurer, and such other officers and agents as
may from time to time be elected by the Board of Directors. Any two (2) offices,
except those of President and Vice President, may be held by one (1) person.
Section 2. At the annual meeting of the Board of Directors, the Board
shall elect from their number a President and shall, from within or without
their number, elect a Secretary and Treasurer and such other officers as may be
deemed advisable. Such officers shall hold office
3
<PAGE>
until the next annual meeting or until their successors are elected and
qualify, provided, however, that any officer may be removed with or without
cause by the affirmative vote of a majority of the whole Board of Directors.
Section 3. The President shall be chief executive officer of the
corporation, shall preside at all meetings of the shareholders and directors,
and shall have such other duties as may be prescribed from time to time by the
Board of Directors.
Section 4. The Secretary shall be secretary of and shall attend all
meeting of the shareholders and Board of Directors. He shall act as clerk
thereof and shall record all the proceedings of such meetings in the minute book
of the corporation. He shall give proper notice of meetings of shareholders and
directors. He shall keep the seal of the corporation and shall affix the same to
any instrument requiring it and shall attest the seal by his signature. He
shall, with the President, sign all certificates for shares of the corporation
and affix the corporate seal thereto, and shall perform such other duties as may
be prescribed from time to time by the Board of Directors.
Section 5. The Treasurer shall keep accurate accounts of all monies of
the corporation received or disbursed. He shall deposit all monies, drafts, and
checks in the name and to the credit of the corporation in such banks and
depositories as a majority of the whole Board of Directors shall designate from
time to time. He shall have the power to endorse for deposit all notes, checks
and drafts received by the corporation. He shall disburse the funds of the
corporation as ordered by the Board of Directors, taking proper vouchers
therefor. He shall render to the President and directors, whenever required, an
account of all his transactions as treasurer and of the financial condition of
the corporation and shall perform such duties as may be prescribed by the Board
of Directors from time to time.
4
<PAGE>
Section 6. If there be a vacancy in the officers of the corporation by
reason of death, resignation or otherwise, such vacancy shall be filled, for the
unexpired term, by the Board of Directors.
ARTICLE V.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall indemnify each director, officer, employee,
or agent of the corporation, and any person serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him to the fullest extent
to which officers and directors may be indemnified under the terms and
conditions of the Minnesota Business Corporation Act as now in force or
hereafter amended.
The corporation may purchase and maintain insurance on behalf of any
person who may be indemnified to the extent of his right to indemnity under this
Article.
ARTICLE VI.
AMENDMENTS OF BY-LAWS
These By-Laws may be amended or altered by the vote of a majority of
the whole Board of Directors. Such authority in the Board of Directors is
subject to the power of shareholders to change or repeal such By-Laws by a
majority vote of the shareholders present and represented at any annual meeting
or at any special meeting called for such purpose, and the Board of Directors
shall not make or alter any By-Law fixing their qualifications, classifications,
term of office, or number, except the Board may make or alter any By-Law to
increase their number.
5
<PAGE>
CERTIFICATION
I certify that the foregoing constitutes the By-Laws of Analysts
International Corporation, as amended.
Date: 9/22/00
-----------------------------
/s/ Colleen M. Davenport
----------------------------------
Colleen M. Davenport
Assistant Secretary
(SEAL)
6
