COLORADO MEDTECH INC
8-K, EX-3.2, 2000-06-22
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
Previous: COLORADO MEDTECH INC, 8-K, 2000-06-22
Next: COMPTEK RESEARCH INC/NY, 8-K, 2000-06-22


<PAGE>

                        AMENDED AND RESTATED BYLAWS              EXHIBIT 3.2
                                       OF
                             COLORADO MEDTECH, INC.

                                   ARTICLE I
                                  SHAREHOLDERS

     1.   ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting of
Colorado MEDtech, Inc. (the "Corporation") shall be held for the purpose of
electing directors and transacting such other corporate business as may come
before the meeting. The date, time and place of the annual meeting shall be
determined by resolution of the board of directors.

     2.   SPECIAL SHAREHOLDERS' MEETING. Unless otherwise prescribed by the
Colorado Business Corporation Act (the "Act"), special meetings of the
shareholders of the Corporation may be called at any time by the chairman of the
board of directors, by the chief executive officer, by the president, by
resolution of the board of directors or upon receipt of one or more written
demands for a meeting, stating the purpose or purposes for which it is to be
held, signed and dated by the holders of at least ten percent (10%) of all votes
entitled to be cast on any issue proposed to be considered at the meeting. Any
such demands shall include (i) a description of the business desired to be
brought before the meeting, (ii) the text of any resolution proposed to be
adopted at the meeting, (iii) the reasons for conducting such business at the
meeting, (iv) any material interest in such business of the shareholder making
the demand and the beneficial owner, if any, on whose behalf the demand is made,
(v) the name and address of such shareholder, as they appear on the
Corporation's books, and of such beneficial owner and (vi) the class and number
of shares of the Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.  Any special meeting shall be called by
the Secretary of the Corporation to be held at a time requested by the person or
persons calling or demanding the meeting, not less than thirty-five (35) nor
more than sixty (60) days after receipt of the request or demand therefor.  The
place of any special meeting shall be the principal office of the Corporation or
at such other place as the board of directors may determine.

     3.   RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.

             (a) In order to make a determination of shareholders (1) entitled
     to notice of or to vote at any shareholders' meeting or at any adjournment
     of a shareholders' meeting, (2) entitled to demand a special shareholders'
     meeting, (3) entitled to take any other action, (4) entitled to receive
     payment of a share dividend or a distribution, or (5) for any other
     purpose, the board of directors may fix a future date as the record date
     for such determination of shareholders. The record date may be fixed not
     more than seventy (70) days before the date of the proposed action.

             (b) Unless otherwise specified when the record date is fixed, the
     time of day for determination of shareholders shall be 5:00 p.m. local time
     at the principal office of the Corporation on the record date.
<PAGE>

        (c) A determination of shareholders entitled to be given notice of or to
vote at a shareholders' meeting is effective for any adjournment of the meeting
unless the board of directors fixes a new record date, which the board shall do
if the meeting is adjourned to a date more than one hundred twenty (120) days
after the date fixed for the original meeting.

        (d) If no record date is otherwise fixed, the record date for
determining shareholders entitled to be given notice of and to vote at an annual
or special shareholders' meeting is the day before the first notice is given to
shareholders.

        (e) The record date for determining shareholders entitled to take action
without a meeting is the date a writing upon which the action is taken is first
received by the Corporation.

4.    VOTING LIST.

        (a) After a record date is fixed for a shareholders/' /meeting, the
secretary shall prepare a list of the names of all its shareholders who are
entitled to be given notice of the meeting. The list shall be arranged by voting
groups and within each voting group by class or series of shares, shall be
alphabetical within each class or series, and shall show the address of, and the
number of shares of each such class and series that are held by, each
shareholder.

        (b) The shareholders/' /list shall be available for inspection by any
shareholder for any purpose germane to the meeting, beginning the earlier of ten
(10) days before the meeting for which the list was prepared or two business
days after notice of the meeting is given and continuing through the meeting,
and any adjournment thereof, at the Corporation's principal office or at a place
identified in the notice of the meeting in the city where the meeting will be
held.

       (c) A shareholder, his agent or attorney shall be entitled upon written
demand to inspect and copy the list during regular business hours, during the
period it is available for inspection, provided, (i) the shareholder has been a
shareholder for at least three (3) months immediately preceding the demand or
holds at least five percent (5%) of all outstanding shares of any class of
shares as the date of the demand, (ii) the demand is made in good faith and for
a purpose reasonably related to the demanding shareholder's interest as a
shareholder, (iii) the shareholder describes with reasonable particularity the
purpose and records the shareholder desires to inspect, (iv) the records are
directly connected with the described purpose and (v) the shareholder pays a
reasonable charge covering the costs of labor and material for such copies, not
to exceed the cost of production and reproduction.

                                       2
<PAGE>

     5. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.

        (a) Annual Meetings of Shareholders.
            -------------------------------

            (1) Nominations of persons for election to the board of directors
        and the proposal of business to be considered by the shareholders may be
        made at an annual meeting of shareholders (a) pursuant to the
        Corporation's notice of meeting pursuant to Section I.6 of these bylaws,
        (b) by or at the direction of the board of directors, or (c) by any
        shareholder of the Corporation who was a shareholder of record at the
        time of giving the notice provided for in this bylaw, who is entitled to
        vote at the meeting and who complies with the notice procedures set
        forth in this bylaw .

            (2) For nominations or other business to be properly brought before
        an annual meeting by a shareholder pursuant to clause (c) of paragraph
        (a)(1) of this bylaw, the shareholder must have given timely notice
        thereof in writing to the Secretary of the Corporation. To be timely, a
        shareholder's notice shall be received by the Corporation not later than
        the close of business on the 105/th/ calendar day nor earlier than the
        close of business on the 120/th/ calendar day before the one year
        anniversary of the date on which the Corporation first mailed its proxy
        materials for the prior year's annual meeting of shareholders; provided,
                                                                       --------
        however, that if the date of the annual
        -------
        meeting is more than thirty (30) calendar days before or more than sixty
        (60) calendar days after the anniversary date of the prior year's annual
        meeting, notice by the shareholder to be timely must be so received not
        earlier than the close of business on the 120/th/ calendar day prior to
        such annual meeting and not later than the close of business on the
        later of the 90/th/ calendar day prior to such annual meeting or the
        10/th/ calendar day following the calendar day on which public
        announcement of the date of such meeting is first made by the
        Corporation. Public announcement of an adjournment of an annual meeting
        of shareholders shall not commence a new time period for the giving of a
        shareholder's notice as described above. Such shareholder's notice shall
        set forth (a) as to each person whom the shareholder proposes to
        nominate for election or reelection as a director all information
        relating to such person that is required to be disclosed in
        solicitations of proxies for election of directors in an election
        contest, or is otherwise required, in each case pursuant to Regulation
        14A under the Securities Exchange Act of 1934, as amended (the "Exchange
        Act"), and Rule 14a-11 thereunder (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 other business that the
        shareholder proposes to bring before the meeting, (i) a description of
        the business desired to be brought before the meeting, (ii) the text of
        any resolution proposed to be adopted at the meeting, (iii) the reasons
        for conducting such business at the meeting, (iv) any material interest
        in such business of such shareholder and the beneficial owner, if any,
        on whose behalf the proposal is made, (v) the name and address of such
        shareholder, as they appear on the Corporation's books, and of such
        beneficial owner and (vi) the class and number of shares of the
        Corporation which are owned beneficially and of record

                                       3
<PAGE>

          by such shareholder and such beneficial owner. The chairman of the
          meeting of shareholders shall, if the facts warrant, determine and
          declare to the meeting that business was not properly brought before
          the meeting and in accordance with the provisions of these bylaws, and
          if he or she should so determine, the chairman shall so declare to the
          meeting and any such business not properly brought before the meeting
          shall not be transacted.

               (3) Notwithstanding anything in the second sentence of paragraph
          (a)(2) of this bylaw to the contrary, in the event that the number of
          directors to be elected to the board of directors of the Corporation
          is increased and there is no public announcement by the Corporation
          naming all of the nominees for director or specifying the size of the
          increased board of directors at least one hundred (100) calendar days
          prior to the first anniversary of the preceding year's annual meeting
          of shareholders, a shareholder's notice required by this bylaw shall
          also be considered timely, but only with respect to nominees for any
          new positions created by such increase, if it shall be delivered to
          the Secretary at the principal executive offices of the Corporation
          not later than the close of business on the 10/th/ calendar day
          following the day on which such public announcement is first made by
          the Corporation.

          (b) Special Meetings of Shareholders. Only such business shall be
              --------------------------------
     conducted at a special meeting of shareholders as shall have been brought
     before the meeting pursuant to the Corporation's notice of meeting under
     Section I.6 of these bylaws. Nominations of persons for election to the
     board of directors may be made at a special meeting of shareholders at
     which directors are to be elected pursuant to the Corporation's notice of
     meeting (1) by or at the direction of the board of directors, or (2)
     provided that the board of directors has determined that directors shall be
     elected at such meeting, by any shareholder of the Corporation who is a
     shareholder of record at the time of giving the notice provided for in this
     bylaw, who shall be entitled to vote at the meeting and who complies with
     the notice procedures set forth in this bylaw. In the event the Corporation
     calls a special meeting of shareholders for the purpose of electing one or
     more directors to the board of directors, any shareholder may nominate a
     person or persons (as the case may be) for election to such position(s) as
     specified in the Corporation's notice of meeting pursuant to such clause
     (2), if the shareholder's notice required by paragraph (a)(2) of this bylaw
     shall be delivered to the Secretary at the principal executive offices of
     the Corporation not earlier than the close of business on the 105/th/
     calendar day prior to such special meeting and not later than the close of
     business on the later of the 90/th/ calendar day prior to such special
     meeting or the 10/th/ calendar day following the day on which public
     announcement is first made of the date of such special meeting and of the
     nominees proposed by the board of directors to be elected at such meeting.
     The public announcement of an adjournment of a special meeting of
     shareholders shall not commence a new time period for the giving of a
     shareholder's notice as described above.

                                       4
<PAGE>

        (c) General.
            -------

            (1) Only such persons who are nominated in accordance with the
        procedures set forth in this bylaw shall be eligible to serve as
        directors and only such business shall be conducted at a meeting of
        shareholders as shall have been brought before the meeting in accordance
        with the procedures set forth in this bylaw. Except as otherwise
        provided by law, the Articles of Incorporation or these bylaws, the
        chairman of the meeting shall have the power and duty to determine
        whether a nomination or any business proposed to be brought before the
        meeting was made or proposed, as the case may be, in accordance with the
        procedures set forth in this bylaw and, if any proposed nomination or
        business is not in compliance with this bylaw, to declare that such
        defective proposal or nomination shall be disregarded.

            (2) Whenever used in these bylaws, "public announcement" shall mean
        disclosure (i) in a press release released by the Corporation following
        its customary procedures, or reported by the Dow Jones News Service,
        Associated Press or comparable national news service, or generally
        available on internet news sites or (ii) in a document publicly filed by
        the Corporation with the Securities and Exchange Commission pursuant to
        Section 13, 14 or 15(d) of the Exchange Act.

            (3) Notwithstanding the foregoing provisions of this bylaw, 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 in this bylaw. Nothing in this bylaw shall be
        deemed to affect any rights (i) of shareholders to request inclusion of
        proposals in the Corporation's proxy statement pursuant to Rule 14a-8
        under the Exchange Act or (ii) of the holders of any class or series of
        stock having a preference over the Common Stock as to dividends or upon
        liquidation to elect directors under specified circumstances.

     6. NOTICE TO SHAREHOLDERS.

        (a) The secretary shall give notice to shareholders of the date, time,
     and place of each annual and special shareholders' meeting no fewer than
     ten nor more than sixty (60) days before the date of the meeting; except
     that, if the articles of incorporation are to be amended to increase the
     number of authorized shares, at least thirty (30) days' notice shall be
     given. Except as otherwise required by the Act, the secretary shall be
     required to give such notice only to shareholders entitled to vote at the
     meeting.

        (b) Notice of an annual shareholders' meeting need not include a
     description of the purpose or purposes for which the meeting is called
     unless a purpose of the meeting is to consider an amendment to the articles
     of incorporation, a restatement of the articles of incorporation, a plan of
     merger or share exchange, disposition of substantially all of the property
     of the Corporation, consent by the Corporation to the disposition of
     property by another entity, or dissolution of the Corporation.

                                       5
<PAGE>

           (c) Notice of a special shareholders' meeting shall include a
     description of the purpose or purposes for which the meeting is called, and
     no other business shall be conducted at such meeting.

           (d) Notice of a shareholders' meeting shall be in writing and shall
     be given:

               (1) by deposit in the United States mail, properly addressed to
           the shareholder's address shown in the Corporation's current record
           of shareholders, first class postage prepaid, and, if so given, shall
           be effective when mailed; or

               (2) by telegraph, teletype, electronically transmitted facsimile,
           electronic mail, mail, or private carrier or by personal delivery to
           the shareholder, and, if so given, shall be effective when actually
           received by the shareholder.

           (e) If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time
or place if the new date, time, or place is announced at the meeting before
adjournment; provided, however, that, if a new record date for the adjourned
meeting is fixed pursuant to Section I.3.(c), notice of the adjourned meeting
shall be given to persons who are shareholders as of the new record date.

           (f) If three (3) successive notices are given by the Corporation,
whether with respect to a shareholders' meeting or otherwise, to a shareholder
and are returned as undeliverable, no further notices to such shareholder shall
be necessary until another address for the shareholder is made known to the
Corporation.

     7.  QUORUM. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the votes entitled to be cast on the
matter by the voting group shall constitute a quorum of that voting group for
action on the matter. If a quorum does not exist with respect to any voting
group, the president, the board of directors, chief executive officer, chairman
of the board, or the holders of a majority of outstanding shares, whether
present in person or by proxy, whether or not a member of that voting group, may
adjourn the meeting to a different date, time, or place, and (subject to the
next sentence) notice need not be given of the new date, time, or place if the
new date, time, or place is announced at the meeting before adjournment. If a
new record date for the adjourned meeting is or must be fixed pursuant to
Section I.3.(c), notice of the adjourned meeting shall be given pursuant to
Section I.6. to persons who are shareholders as of the new record date. At any
adjourned meeting at which a quorum exists, any matter may be acted upon that
could have been acted upon at the meeting originally called; provided, however,
                                                             -----------------
that, if new notice is given of the adjourned meeting, then such notice shall
state the purpose or purposes of the adjourned meeting sufficiently to permit
action on such matters. Once a share is represented for any purpose at a
meeting, including the purpose of determining that a quorum exists, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or shall be set for that
adjourned meeting.

                                       6
<PAGE>

     8. VOTING ENTITLEMENT OF SHARES.  Except as stated in the articles of
incorporation, each outstanding share, regardless of class, is entitled to one
vote, and each fractional share is entitled to a corresponding fractional vote,
on each matter voted on at a shareholders' meeting.

     9. PROXIES; ACCEPTANCE OF VOTES AND CONSENTS.

        (a) A shareholder may vote either in person or by proxy.

        (b) An appointment of a proxy is not effective against the Corporation
     until the appointment is received by the Corporation. An appointment is
     valid for eleven months unless a different period is expressly provided in
     the appointment form.

        (c) The Corporation may accept or reject any appointment of a proxy,
     revocation of appointment of a proxy, vote, consent, waiver, or other
     writing purportedly signed by or for a shareholder, if such acceptance or
     rejection is in accordance with the provisions of (S)(S) 7-107-203 and 7-
     107-205 of the Act.

        (d) The board of directors may appoint, or may authorize the Chairman of
     the Board to appoint, one or more inspectors, which inspector or inspectors
     may include individuals who serve the Corporation in other capacities,
     including, without limitation, as officers, employees, agents or
     representatives, to act at the meetings of shareholders and make a written
     report thereof. If no inspector has been appointed to act or is able to act
     at a meeting of shareholders, the chairman of the meeting shall appoint one
     or more inspectors to act at the meeting. Each inspector, before
     discharging such person's duties, shall take and sign an oath faithfully to
     execute the duties of inspector with strict impartiality and according to
     the best of such person's ability. The inspectors shall, by majority vote,
     resolve all questions regarding voting of shares, including the shares
     represented at the meeting, the qualification of voters, the validity of
     proxies, the existence of a quorum as to any voting group, and the
     acceptance, rejection and tabulation of votes.

     10.  CONDUCT OF MEETINGS.

          The board of directors may to the extent not prohibited by law adopt
such rules and regulations for the conduct of the meeting of shareholders as it
shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the board of directors, the chairman of any meeting of
shareholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, may to the extent not prohibited by
law include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to shareholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (iv)

                                       7
<PAGE>

restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. The date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting shall be
announced at the meeting by the person presiding over the meeting. Unless, and
to the extent, determined by the board of directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

     11. WAIVER OF NOTICE.

         (a) A shareholder may waive any notice required by the Act, by the
     articles of incorporation or these bylaws, whether before or after the date
     or time stated in the notice as the date or time when any action will occur
     or has occurred. The waiver shall be in writing, be signed by the
     shareholder entitled to the notice, and be delivered to the Corporation for
     inclusion in the minutes or filing with the corporate records, but such
     delivery and filing shall not be conditions of the effectiveness of the
     waiver.

         (b) A shareholder's attendance at a meeting waives objection to lack of
     notice or defective notice of the meeting, unless the shareholder at the
     beginning of the meeting objects to holding the meeting or transacting
     business at the meeting because of lack of notice or defective notice, and
     waives objection to consideration of a particular matter at the meeting
     that is not within the purpose or purposes described in the meeting notice,
     unless the shareholder objects to considering the matter when it is
     presented.

     12. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or
permitted to be taken at a shareholders' meeting may be taken without a meeting
if all of the shareholders entitled to vote thereon consent to such action in
writing. Action taken pursuant to this section shall be effective when the
Corporation has received writings that describe and consent to the action,
signed by all of the shareholders entitled to vote thereon. Action taken
pursuant to this section shall be effective as of the date the last writing,
necessary to effect the action, is received by the Corporation, unless all of
the writings necessary to effect the action specify another date, which may be
before or after the date the writings are received by the Corporation. Such
action shall have the same effect as action taken at a meeting of shareholders
and may be described as such in any document. Any shareholder who has signed a
writing describing and consenting to action taken pursuant to this section may
revoke such consent by a writing signed by the shareholder describing the action
and stating that the shareholder's prior consent thereto is revoked, if such
writing is received by the secretary of the Corporation before the effectiveness
of the action.

     13. MEETINGS BY TELECOMMUNICATIONS.  Any or all of the shareholders may
participate in an annual or special shareholders' meeting by, or the meeting may
be conducted through the use of, any means of communication by which all persons
participating in the meeting may hear each other during the meeting.  A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.

                                       8
<PAGE>

     14.  POSTPONEMENT OF MEETINGS.  Whenever in the judgment of the board of
directors the interest of the Corporation and it shareholders would be served
thereby it may postpone for a period of up to thirty (30) days the convening of
a previously noticed annual or special meeting of shareholders by making a
prompt public announcement of the postponement. If a new record date for the
postponed meeting is or must be fixed pursuant to Section I.3.(c), notice of the
postponed meeting shall be given pursuant to Section I.6. to persons who are
shareholders as of the new record date.

                                   ARTICLE II
                                   DIRECTORS

  1. AUTHORITY OF THE BOARD OF DIRECTORS; PERFORMANCE OF DUTIES. The corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the Corporation shall be managed under the direction of, a board of
directors. A director shall perform his duties as a director, including his
duties as a member of any committee of the Board of Directors upon which he may
serve, in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances.

  2. NUMBER.  The number of directors shall be at least one (1) and not more
than seven (7).  Within that range, the number of directors shall be as stated
by resolution adopted by the board of directors from time to time, but no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.

  3. QUALIFICATION. Directors shall be natural persons at least eighteen years
old but need not be residents of the State of Colorado or shareholders of the
Corporation.

  4. ELECTION.  The board of directors shall be elected at the annual meeting of
the shareholders or at a special meeting called for that purpose.

  5. TERM. Each director shall be elected to hold office until the next annual
meeting of shareholders and until the director's successor is elected and
qualified. The term of a director elected to fill a vacancy by the board of
directors, even if less than a quorum, expires at the next annual meeting of
shareholders at which directors are elected.  Unless prohibited by the articles
of incorporation, shareholders may fill a vacancy that occurs on the board of
directors. If shareholders are permitted to fill a vacancy on the board of
directors, the term of a director so elected shall be the unexpired term of his
or her last predecessor in office elected by the shareholders.

  6. RESIGNATION.  A director may resign at any time by giving written notice of
his or her resignation to any other director or (if the director is not also the
secretary) to the secretary. The resignation shall be effective when it is
received by the other director or secretary, as the case may be, unless the
notice of resignation specifies a later effective date. Acceptance of such
resignation shall not be necessary to make it effective unless the notice so
provides.

                                       9
<PAGE>

     7. REMOVAL. Any director may be removed by the shareholders, of the voting
group that elected the director with or without cause at a meeting called for
that purpose. The notice of the meeting shall state that the purpose, or one of
the purposes, of the meeting is removal of the director. A director may be
removed only if the number of votes cast in favor of removal exceeds the number
of votes cast  against removal.

     8. VACANCIES.

        (a) If a vacancy occurs on the board of directors, including a vacancy
     resulting from an increase in the number of directors:

             (1) The shareholders may fill the vacancy at the next annual
        meeting or at a special meeting called for that purpose; or

             (2) The board of directors may fill the vacancy; or

             (3) If the directors remaining in office constitute fewer than a
        quorum of the board, they may fill the vacancy by the affirmative vote
        of a majority of all the directors remaining in office.

        (b) Notwithstanding Section II.8.(a), if the vacant office was held by a
     director elected by a voting group of shareholders, then, if one or more of
     the remaining directors were elected by the same voting group, only such
     directors are entitled to vote to fill the vacancy if it is filled by
     directors, and they may do so by the affirmative vote of a majority of such
     directors remaining in office; and only the holders of shares of that
     voting group are entitled to vote to fill the vacancy if it is filled by
     the shareholders.

        (c) A vacancy that will occur at a specific later date, by reason of a
     resignation that will become effective at a later date under Section II.6.
     or otherwise, may be filled before the vacancy occurs, but the new director
     may not take office until the vacancy occurs.

  9.    MEETINGS. The board of directors may hold regular or special meetings in
or out of the State of Colorado. The board of directors may, by resolution,
establish dates, times and places for regular meetings, which may thereafter be
held without further notice. Special meetings may be called by the president,
chairman, chief executive officer or by any two directors and shall be held at
the principal office of the Corporation unless another place is consented to by
every director. At any time when the board consists of a single director, that
director may act at any time, date, or place without notice.

  10.   NOTICE OF SPECIAL MEETING. Notice of a special meeting shall be given to
every director at least forty-eight (48) hours before the time of the meeting,
stating the date, time, and place of the meeting. The notice need not describe
the purpose of the meeting. Notice may be given orally to the director,
personally or by telephone or other wire or wireless communication.  Notice may
also be given in writing by telegraph, teletype, electronically transmitted
facsimile, electronic mail, mail, or private carrier. Notice shall be effective
at the

                                       10
<PAGE>

earliest of the time it is received; five days after it is deposited in the
United States mail, properly addressed to the last address for the director
shown on the records of the Corporation, first class postage prepaid; or the
date shown on the return receipt if mailed by registered or certified mail,
return receipt requested, postage prepaid, in the United States mail and if the
return receipt is signed by the director to which the notice is addressed.

     11.  QUORUM. Except as provided in Section II.8., a majority of the number
of directors fixed in accordance with these bylaws shall constitute a quorum for
the transaction of business at all meetings of the board of directors. The act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the board of directors, except as otherwise
specifically required by law.

     12.  WAIVER OF NOTICE.

         (a) A director may waive any notice of a meeting before or after the
     time and date of the meeting stated in the notice. Except as provided by
     Section II.12.(b), the waiver shall be in writing and shall be signed by
     the director. Such waiver shall be delivered to the secretary for filing
     with the corporate records, but such delivery and filing shall not be
     conditions of the effectiveness of the waiver.

         (b) A director's attendance at or participation in a meeting waives any
     required notice to him or her of the meeting unless, at the beginning of
     the meeting or promptly upon his or her later arrival, the director objects
     to holding the meeting or transacting business at the meeting because of
     lack of notice or defective notice and does not thereafter vote for or
     assent to action taken at the meeting.

     13. ATTENDANCE BY TELEPHONE. One or more directors may participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may hear each other
during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

     14. DEEMED ASSENT TO ACTION. A director who is present at a meeting of the
board of directors when corporate action is taken shall be deemed to have
assented to all action taken at the meeting unless:

        (a) The director objects at the beginning of the meeting, or promptly
     upon his or her arrival, to holding the meeting or transacting business at
     the meeting and does not thereafter vote for or assent to any action taken
     at the meeting;

        (b) The director contemporaneously requests that his or her dissent or
     abstention as to any specific action taken be entered in the minutes of the
     meeting; or

          (c) The director causes written notice of his or her dissent or
     abstention as to any specific action to be received by the presiding
     officer of the meeting before adjournment

                                       11
<PAGE>

     of the meeting or by the secretary (or, if the director is the secretary,
     by another director) promptly after adjournment of the meeting.

The right of dissent or abstention pursuant to this Section II.14. as to a
specific action is not available to a director who votes in favor of the action
taken.

     15. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted
by law to be taken at a board of directors' meeting may be taken without a
meeting if all members of the board consent to such action in writing. Action
shall be deemed to have been so taken by the board at the time the last director
signs a writing describing the action taken, unless, before such time, any
director has revoked his or her consent by a writing signed by the director and
received by the secretary or any other person authorized by the bylaws or the
board of directors to receive such a revocation. Such action shall be effective
at the time and date it is so taken unless the directors establish a different
effective time or date. Such action has the same effect as action taken at a
meeting of directors and may be described as such in any document.

     16. COMPENSATION. By resolution of the Board of Directors, any director
may be paid any one or more of the following:  his expenses, if any, of
attendance at meetings; a fixed sum for attendance at each meeting; a stated
salary as director; or such other compensation as the Corporation and the
director may reasonably agree upon.  No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.


                                  ARTICLE III
                      COMMITTEES OF THE BOARD OF DIRECTORS

     1.  CREATION AND AUTHORITY. Subject to the provisions of Section 7-108-206
of the Act, the board of directors may create one or more committees and appoint
one or more members of the board of directors to serve on them. The Corporation
shall have an audit committee, a compensation committee, a nominating committee,
and such other committees as the board of directors shall designate by
resolution. The creation of a committee and appointment of members to it shall
require the approval of a majority of all the directors in office when the
action is taken.

     The provisions of these bylaws governing meetings, action without meeting,
notice, waiver of notice, and quorum and voting requirements of the board of
directors apply to committees and their members as well.

     To the extent specified by resolution adopted from time to time by a
majority of all the directors in office when the resolution is adopted, each
committee shall exercise the authority of the board of directors with respect to
the corporate powers and the management of the business and affairs of the
Corporation, except that a committee shall not:

          (a)  Authorize distributions;

                                       12
<PAGE>

          (b)   Approve or propose to shareholders action that the Act requires
                to be approved by shareholders;

          (c)    Fill vacancies on the board of directors or on any of its
                 committees;

          (d)    Amend the articles of incorporation pursuant to Section 7-110-
                 102 of the Act, as amended or superseded;

          (e)    Adopt, amend, or repeal bylaws;

          (f)    Approve a plan of merger not requiring shareholder approval;

          (g)    Authorize or approve reacquisition of shares, except according
                 to a formula or method prescribed by the board of directors; or

          (h)    Authorize or approve the issuance or sale of shares, or a
                 contract for the sale of shares, or determine the designation
                 and relative rights, preferences, and limitations of a class or
                 series of shares; except that the board of directors may
                 authorize a committee or an officer to do so within limits
                 specifically prescribed by the board of directors.

  The creation of, delegation of authority to, or action by, a committee does
not alone constitute compliance by a director with applicable standards of
conduct.

     2.     AUDIT COMMITTEE. There shall be an audit committee composed of not
less than three members of the board of directors, a majority of whom shall be
directors who are not active officers of the Corporation or any of its
subsidiaries. It shall be the duty of the committee to recommend to the board of
directors the accounting firm to be selected by the board or to be recommended
by it for shareholder approval, as independent auditor of the Corporation and
its subsidiaries, and to act on behalf of the board in meeting and reviewing
with the independent auditors and the appropriate corporate officers on matters
relating to corporate financial reporting and accounting procedures and
policies, adequacy of financial, accounting, and operating controls and the
scope of the respective audits of the independent auditors and the internal
auditor. The committee shall review the results of such audits with the
accounting firm and shall promptly report on the audits to the board of
directors. The committee shall submit to the board of directors any
recommendations it may have from time to time with respect to financial
reporting and accounting practices and policies and financial, accounting, and
operation controls and safeguards.

     3.     COMPENSATION COMMITTEE. There shall be a compensation committee
composed of not less than two members of the board of directors, a majority of
whom shall be directors who are not active officers of the Corporation or any of
its subsidiaries. It shall be the duty of the committee to recommend to the
board of directors the compensation of officers of the

                                       13
<PAGE>

Corporation and its subsidiaries, including the grant of stock options and other
incentive compensation to such officers and other key employees of the
Corporation and its subsidiaries.

     4.     NOMINATING COMMITTEE. There shall be a nominating committee composed
of not less than two members of the board of directors, a majority of whom shall
be directors who are not active officers of the Corporation or any of its
subsidiaries. It shall be the duty of the committee to review potential
candidates for director, and to recommend to the board of directors the persons
to be nominated to the board of directors at any meeting of shareholders or
meeting of directors at which directors are to be elected.

                                  ARTICLE IV
                                   OFFICERS

     1.     GENERAL. The Corporation shall have as officers a president, a
secretary, and a treasurer, who shall be appointed by the board of directors.
The board of directors may appoint such other officers, including a chief
executive officer, and chairman of the board, as they may consider necessary.
The board of directors and such other officers as the board of directors may
authorize from time to time, acting singly, may appoint as additional officers
one or more vice presidents, assistant secretaries, assistant treasurers, and
such other subordinate officers as the board of directors or such other
appointing officers deem necessary or appropriate. The chief executive officer
or, if there is no chief executive officer, the president, shall have the right
to reject the appointment of any vice president, the secretary, the treasurer,
or any other subordinate officers; if there is a chief executive officer, the
chief executive officer shall have the right to reject the appointment of the
president. The officers of the Corporation shall hold their offices for such
terms and shall exercise such authority and perform such duties as shall be
determined from time to time by these bylaws, the board of directors, or (with
respect to officers whom are appointed by the appointing officers) the persons
appointing them; provided, however, that the board of directors may change the
term of offices and the authority of any officer appointed by the appointing
officers. Any two or more offices may be held by the same person. The officers
of the Corporation shall be natural persons at least eighteen years old.

     2.     TERM. Each officer shall hold office from the time of appointment
until the time of removal or resignation pursuant to Section IV.3. or until the
officer's death.

     3.     REMOVAL AND RESIGNATION. Any officer appointed by the board of
director may be removed at any time by the board of directors. Any officer
appointed by an appointing officer may be removed at any time by the board of
directors or by the person appointing the officer. Any officer may resign at any
time by giving written notice of resignation to any director (or to any director
other than the resigning officer if the officer is also a director), to the
chief executive officer, to the president, to the secretary, or to the officer
who appointed the officer. Notwithstanding this Section IV.3, a resignation may
constitute a breach of contract. Acceptance of such resignation shall not be
necessary to make it effective, unless the notice so provides.

     4.     CHIEF EXECUTIVE OFFICER. The chief executive officer shall preside
at all meetings of shareholders, and shall also set the agenda of and preside at
all meetings of the

                                       14
<PAGE>

board of directors unless the board of directors has appointed a chairman, vice
chairman, or other officer of the board and has authorized such person to
preside at meetings of the board of directors instead of the chief executive
officer. Subject to the direction and control of the board of directors, the
chief executive officer shall have general and active management of the business
of the Corporation. The chief executive officer shall review the performance of
all other officers, and shall make recommendations with respect to their
compensation to the Compensation Committee of the board of directors. The chief
executive officer may negotiate, enter into, and execute contracts, deeds, and
other instruments on behalf of the Corporation as are necessary and appropriate
to the conduct of the business and affairs of the Corporation or as are approved
by the board of directors. The chief executive officer shall have such
additional authority and duties as are appropriate and customary for the office
of chief executive officer, except as the same may be expanded or limited by the
board of directors from time to time.

     5.     PRESIDENT. The president shall be responsible for the day-to-day
operations of the Corporation, and shall report to the chief executive officer,
if one exists, or to the board of directors if there is no chief executive
officer. The president may negotiate, enter into, and execute contracts, deeds,
and other instruments on behalf of the Corporation as are necessary and
appropriate to the conduct of the business and affairs of the Corporation or as
are approved by the board of directors. The president shall have such additional
authority and duties as are appropriate and customary for the office of
president, except as the same may be expanded or limited by the board of
directors from time to time. In the event there is no chief executive officer or
in the chief executive officer's absence, the president shall have the authority
and duties of the chief executive officer.

     6.     VICE PRESIDENT. The vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of directors
or the president (or, if no such determination is made, in the order of their
appointment), shall be the officer or officers next in seniority after the
president. Each vice president shall have such authority and duties as are
prescribed by the board of directors or president. Upon the death, absence, or
disability of the president, the vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of directors
or the president, shall have the authority and duties of the president.

     7.     SECRETARY. The secretary shall be responsible for the preparation
and maintenance of minutes of the meetings of the board of directors and of the
shareholders and of the other records and information required to be kept by the
Corporation under section 7-116-101 of the Act and for authenticating records of
the Corporation. The secretary, president or other authorized officer shall
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the board of directors. The secretary will keep the minutes
of such meetings, have charge of the corporate seal and have authority to affix
the corporate seal to any instrument requiring it (and, when so affixed, it may
be attested by the secretary's signature), be responsible for the maintenance of
all other corporate records and files and for the preparation and filing of
reports to governmental agencies (other than tax returns), and have such other
authority and duties as are appropriate and customary for the office of
secretary, except as the same may be expanded or limited by the board of
directors from time to time.

                                       15
<PAGE>

       8.   ASSISTANT SECRETARY. The assistant secretary, if any, or, if there
are more than one, the assistant secretaries in the order determined by the
board of directors or the secretary (or, if no such determination is made, in
the order of their appointment) shall, under the supervision of the secretary,
perform such duties and have such authority as may be prescribed from time to
time by the board of directors or the secretary, and shall have such other
authority and duties as are appropriate and customary for the office of
assistant secretary, except as the same may be expanded or limited by the board
of directors from time to time. Upon the death, absence, or disability of the
secretary, the assistant secretary, if any, or, if there are more than one, the
assistant secretaries in the order designated by the board of directors or the
secretary (or, if no such determination is made, in the order of their
appointment), shall have the authority and duties of the secretary.

     9.     TREASURER. The treasurer shall have control of the funds and the
care and custody of all stocks, bonds, and other securities owned by the
Corporation, and shall be responsible for the preparation and filing of tax
returns. The treasurer shall receive all moneys paid to the Corporation and,
subject to any limits imposed by the board of directors, shall have authority to
give receipts and vouchers, to sign and endorse checks and warrants in the
Corporation's name and on the Corporation's behalf, and give full discharge for
the same. The treasurer shall also have charge of disbursement of funds of the
Corporation, shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as shall be
designated by the board of directors. The treasurer shall have such additional
authority and duties as are appropriate and customary for the office of
treasurer, except as the same may be expanded or limited by the board of
directors from time to time.

     10.    ASSISTANT TREASURER. The assistant treasurer, if any, or, if there
are more than one, the assistant treasurers in the order determined by the board
of directors or the treasurer (or, if no such determination is made, in the
order of their appointment) shall, under the supervision of the treasurer, have
such authority and duties as may be prescribed from time to time by the board of
directors or the treasurer. The assistant treasurer shall have such additional
authority and duties as are appropriate and customary for the office of
assistant treasurer, except as the same may be expanded or limited by the board
of directors from time to time. Upon the death, absence, or disability of the
treasurer, the assistant treasurer, if any, or if there are more than one, the
assistant treasurers in the order determined by the board of directors or the
treasurer (or, if no such determination is made, in the order of their
appointment), shall have the authority and duties of the treasurer.

     11.    COMPENSATION. Officers shall receive such compensation for their
services as may be authorized or ratified by the board of directors. Election or
appointment of an officer shall not of itself create a contractual right to
compensation for services performed as such officer.

                                       16
<PAGE>

                                   ARTICLE V
                                INDEMNIFICATION

     1.     DIRECTORS AND OFFICERS. The corporation shall indemnify directors
and officers of the corporation in their capacities as directors and officers
pursuant to the procedures set forth in, and to the fullest extent authorized
by, Colorado law as the same exists or may hereafter be amended. The right to
indemnification provided herein shall be a contract right and shall include the
right to be paid by the corporation in accordance with Colorado law for expenses
incurred in advance of any proceeding's final disposition.

     2.     EMPLOYEES, FIDUCIARIES AND AGENTS. The corporation may indemnify
employees, fiduciaries and agents of the corporation to the same extent as is
permitted for directors under Colorado law (and to a greater extent if
consistent with law). No such indemnification shall be made without the prior
approval of the board of directors and the determination by the board of
directors that such indemnification is permissible.

     3.     INSURANCE. The corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee, fiduciary and agent of
the corporation or another corporation, partnership, joint venture, trust, or
other enterprise against any expense, liability or loss whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under Colorado law.

     4.     NOT EXCLUSIVE. The foregoing rights of indemnification shall not be
exclusive of other rights to which any director, officer, employee or agent may
be entitled as a matter of law.


                                  ARTICLE VI
                                    SHARES


     1.     CERTIFICATES. Certificates representing shares of the capital stock
of the Corporation shall be in such form as is approved by the board of
directors and shall be signed by the chairman or vice chairman of the board of
directors (if any), or the president or any vice president, and by the secretary
or an assistant secretary or the treasurer or an assistant treasurer. All
certificates shall be consecutively numbered, and the names of the owners, the
number of shares, and the date of issue shall be entered on the books of the
Corporation. Each certificate representing shares shall state upon its face:

           (a) That the Corporation is organized under the laws of the State of
Colorado;

           (b) The name of the person to whom issued;


           (c) The number and class of the shares and the designation of the
series, if any, that the certificate represents;

                                       17
<PAGE>

            (d) The par value, if any, of each share represented by the
                certificate;


            (e) If the Corporation is authorized to issue different classes or
series of shares, a conspicuous statement, on the front or back of each
certificate, that the Corporation will furnish to the shareholder, on request in
writing and without charge, information concerning the designations,
preferences, limitations, and relative rights applicable to each class, the
variations in preferences, limitations, and rights determined for each series,
and the authority of the board of directors to determine variations for future
classes or series; and

            (f) Any restrictions imposed by the Corporation upon the transfer of
the shares represented by the certificate.

     2.     FACSIMILE SIGNATURES. Where a certificate is signed:

            (a) By a transfer agent other than the Corporation or its employee,
or

            (b) By a registrar other than the Corporation or its employee, any
or all of the officers' signatures on the certificate required by Section VI.1.
may be facsimile. If any officer, transfer agent or registrar who has signed, or
whose facsimile signature or signatures have been placed upon, any certificate,
shall cease to be such officer, transfer agent, or registrar, whether because of
death, resignation, or otherwise, before the certificate is issued by the
Corporation, it may nevertheless be issued by the Corporation with the same
effect as if he or she were such officer, transfer agent or registrar at the
date of issue.

     3.     TRANSFERS OF SHARES. Transfers of shares shall be made on the books
of the Corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed by the person or persons appearing
upon the face of such certificate to be the owner, or accompanied by a proper
transfer or assignment separate from the certificate, except as may otherwise be
expressly provided by the statutes of the State of Colorado or by order of a
court of competent jurisdiction. The officers or transfer agents of the
Corporation may, in their discretion, require a signature guaranty before making
any transfer. The Corporation shall be entitled to treat the person in whose
name any shares are registered on its books as the owner of those shares for all
purposes and shall not be bound to recognize any equitable or other claim or
interest in the shares on the part of any other person, whether or not the
Corporation shall have notice of such claim or interest.


     4.     SHARES HELD FOR ACCOUNT OF ANOTHER. The board of directors may adopt
by resolution a procedure whereby a shareholder of the Corporation may certify
in writing to the Corporation that all or a portion of the shares registered in
the name of such shareholder are held for the account of a specified person or
persons. The resolution shall set forth:

          (a) The classification of shareholders who may certify;

          (b) The purpose or purposes for which the certification may be made;

                                       18
<PAGE>

          (c) The form of certification and information to be contained herein;

          (d) If the certification is with respect to a record date or closing
of the stock transfer books, the time after the record date or the closing of
the stock transfer books within which the certification must be received by the
Corporation; and

          (e) Such other provisions with respect to the procedure as are deemed
necessary or desirable. Upon receipt by the Corporation of a certification
complying with the procedure, the persons specified in the certification shall
be deemed, for the purpose or purposes set forth in the certification, to be the
holders of record of the number of shares specified in place of the shareholder
making the certification.

     5.     LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of a certificate alleged to have been
destroyed or lost if the owner makes an affidavit or affirmation of that fact
and produces such evidence of loss or destruction as the Board of Directors may
require. The Board, in its discretion, may as a condition precedent to the
issuance of a new certificate require the owner to give the Corporation a bond
in such form and amount and with such surety as it may determine as indemnity
against any claim that may be made against the Corporation relating to the
certificate allegedly destroyed or lost.


                                  ARTICLE VII
                                 MISCELLANEOUS

     1.     CORPORATE SEAL. The board of directors may adopt a seal, circular in
form and bearing the name of the Corporation and the words "SEAL" and
"COLORADO," which, when adopted, shall constitute the seal of the Corporation.
The seal may be used by causing it or a facsimile of it to be impressed,
affixed, manually reproduced, or rubber stamped with indelible ink.

     2.     FISCAL YEAR. The fiscal year of the Corporation shall begin on July
1 and end on June 30 of each year. The board of directors may, by resolution,
change the fiscal year of the Corporation.

     3.     RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder writings
consenting to action, and other documents or writings shall be deemed to have
been received by the Corporation when they are received at (a) the registered
office of the Corporation in the State of Colorado or (b) the principal office
of the Corporation (as that office is designated in the most recent document
filed by the Corporation with the Secretary of State for the State of Colorado
designating a principal office) addressed to the attention of the secretary of
the Corporation.

     4.     AMENDMENT OF BYLAWS. These bylaws may at any time and from time to
time be amended, supplemented, or repealed by the board of directors.

                                       19
<PAGE>

                                  CERTIFICATE

     I hereby certify that the foregoing bylaws, consisting of twenty (20)
pages, including this page, constitute the bylaws of Colorado MEDtech, Inc.,
adopted by the board of directors of the Corporation as of June 22, 2000.

                                 /s/ Peter J. Jensen
                                 ______________________________
                                 Peter J. Jensen, Secretary

                                       20



© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission