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EXHIBIT 3.2
AMENDMENTS TO THE RESTATED BY-LAWS OF
HUTCHINSON TECHNOLOGY INCORPORATED,
APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS
ON JULY 19, 2000
RESOLVED, that a new Section 1.12 is hereby added to the Restated
By-Laws of the Corporation to read in its entirety as follows,
effective immediately following the Corporation's annual meeting in
January 2001, without further action:
Section 1.12 Advance Notice of Shareholder Proposals.
As provided in Section 1.06, the business conducted at any
special meeting of shareholders of the Corporation shall be
limited to the purposes stated in the notice of the special
meeting. Notwithstanding anything to the contrary stated in
Section 1.02, at any regular meeting of shareholders of the
Corporation, only such business (other than the nomination and
election of directors, which shall be subject to Section 2.17)
may be conducted as shall be appropriate for consideration at
the meeting of shareholders and as shall have been brought
before the meeting (i) by or at the direction of the Board, or
(ii) by any shareholder of the Corporation entitled to vote at
the meeting who complies with the notice procedures
hereinafter set forth in this Section.
(a) Timing of Notice. For such business to be
properly brought before any regular meeting by a shareholder,
the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice of any such business to be conducted at
an annual meeting must be delivered to the Secretary of the
Corporation, or mailed and received at the principal executive
office of the Corporation, not less than 90 days before the
first anniversary of the date of the preceding year's annual
meeting of shareholders. If, however, the date of the annual
meeting of shareholders is more than 30 days before or after
such anniversary date, notice by a shareholder shall be timely
only if so delivered or so mailed and received not less than
90 days before such annual meeting or, if later, within 10
days after the first public announcement of the date of such
annual meeting. To be timely, a shareholder's notice of any
such business to be conducted at a regular meeting other than
an annual meeting must be delivered to the Secretary of the
Corporation, or mailed and received at the principal executive
office of the Corporation, not less than 90 days before such
regular meeting or, if later, within 10 days after the first
public announcement of the date of such regular meeting.
Except to the extent otherwise required by law, the
adjournment of a regular meeting of shareholders shall not
commence a new time period for the giving of a shareholder's
notice as described above.
(b) Content of Notice. A shareholder's notice to the
Corporation shall set forth as to each matter the shareholder
proposes to bring before the regular meeting (i) a brief
description of the business desired to be brought
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before the meeting and the reasons for conducting such
business at the meeting, (ii) the name and address, as they
appear on the Corporation's books, of the shareholder
proposing such business, (iii) the class or series (if any)
and number of shares of the Corporation that are beneficially
owned by the shareholder, (iv) any material interest of the
shareholder in such business, and (v) a representation that
the shareholder is a holder of record of shares entitled to
vote at the meeting and intends to appear in person or by
proxy at the meeting to make the proposal.
(c) Consequences of Failure to Give Timely Notice.
Notwithstanding anything in these By-Laws to the contrary, no
business (other than the nomination and election of directors)
shall be conducted at any regular meeting except in accordance
with the procedures set forth in this Section. The officer of
the Corporation chairing the meeting shall, if the facts
warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with
the procedures described in this Section and, if such officer
should so determine, such officer shall so declare to the
meeting, and any such business not properly brought before the
meeting shall not be transacted. Nothing in this Section shall
be deemed to preclude discussion by any shareholder of any
business properly brought before the meeting in accordance
with these By-Laws.
(d) Public Announcement. For purposes of this Section
and Section 2.17, "public announcement" means disclosure (i)
when made in a press release reported by the Dow Jones News
Service, Associated Press, or comparable national news
service, (ii) when filed in a document publicly filed by the
Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, or (iii) when mailed as the
notice of the meeting pursuant to Section 1.06.
(e) Compliance with Law. Notwithstanding the
foregoing provisions of this Section, a shareholder shall also
comply with all applicable requirements of Minnesota law and
the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set
forth in this Section.
RESOLVED, that a new Section 2.17 is hereby added to the Restated
By-Laws of the Corporation to read in its entirety as follows,
effective immediately following the Corporation's annual meeting in
January, 2001, without further action:
Section 2.17 Nomination of Director Candidates. Only
persons who are nominated in accordance with the procedures
set forth in this Section 2.17 shall be eligible for election
as directors. Nominations of persons for election to the Board
may be made at a meeting of shareholders (i) by or at the
direction of the Board, or (ii) by any shareholder of the
Corporation entitled to
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vote for the election of directors at the meeting who complies
with the notice procedures hereinafter set forth in this
Section.
(a) Timing of Notice. Nominations by shareholders
shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's
notice of nominations to be made at an annual meeting of
shareholders must be delivered to the Secretary of the
Corporation, or mailed and received at the principal executive
office of the Corporation, not less than 90 days before the
first anniversary of the date of the preceding year's annual
meeting of shareholders. If, however, the date of the annual
meeting of shareholders is more than 30 days before or after
such anniversary date, notice by a shareholder shall be timely
only if so delivered or so mailed and received not less than
90 days before such annual meeting or, if later, within 10
days after the first public announcement of the date of such
annual meeting. If a special meeting of shareholders of the
Corporation is called in accordance with Section 1.03 for the
purpose of electing one or more directors to the Board or if a
regular meeting other than an annual meeting is held, for a
shareholder's notice of nominations to be timely it must be
delivered to the Secretary of the Corporation, or mailed and
received at the principal executive office of the Corporation,
not less than 90 days before such special meeting or such
regular meeting or, if later, within 10 days after the first
public announcement of the date of such special meeting or
such regular meeting. Except to the extent otherwise required
by law, the adjournment of a regular or special meeting of
shareholders shall not commence a new time period for the
giving of a shareholder's notice as described above.
(b) Content of Notice. A shareholder's notice to the
Corporation of nominations for a regular or special meeting of
shareholders shall set forth (x) as to each person whom the
shareholder proposes to nominate for election or re-election
as a director: (i) such person's name, age, business address
and residence address and principal occupation or employment,
(ii) all other information relating to such person that is
required to be disclosed in solicitations of proxies for
election of directors, or that is otherwise required, pursuant
to Regulation 14A under the Securities Exchange Act of 1934,
as amended, and (iii) such person's written consent to being
named in the proxy statement as a nominee and to serving as a
director if elected; and (y) as to the shareholder giving the
notice: (i) the name and address, as they appear on the
Corporation's books, of such shareholder, (ii) the class or
series (if any) and number of shares of the Corporation that
are beneficially owned by such shareholder, and (iii) a
representation that the shareholder is a holder of record of
shares of the Corporation entitled to vote for the election of
directors and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice. At the request of the Board, any person nominated by
the Board for election as a director shall furnish to the
Secretary
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of the Corporation the information required to be set forth in
a shareholder's notice of nomination that pertains to a
nominee.
(c) Consequences of Failure to Give Timely Notice.
Notwithstanding anything in these By-Laws to the contrary, no
person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures
set forth in this Section. The officer of the Corporation
chairing the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in
accordance with the procedures described in this Section and,
if such officer should so determine, such officer shall so
declare to the meeting, and the defective nomination shall be
disregarded.
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