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EXHIBIT 3.2
BY-LAWS
OF
QSI SYSTEMS, INC.
Article I. OFFICES.
The registered office of the corporation in Minnesota shall be as stated in
the Articles of Incorporation, as from time to time amended. The corporation may
also have offices at such other places as the Board of Directors shall from time
to time determine.
Article II. CORPORATE SEAL.
The corporation shall have no corporate seal.
Article III. SHAREHOLDERS MEETINGS.
Section 1. REGULAR MEETINGS. Regular meetings of the shareholders of the
corporation for the purpose of election of directors and transaction of such
other business as may properly come before the regular meetings shall be held on
an annual or other less frequent basis at the principal executive office of the
corporation or at such other place within or without the State of Minnesota as
may be designated by the Board of Directors or Chief Executive Officer. Regular
meetings of shareholders, when held, shall be held on the third Friday of July
of each year at 11:00 a.m., or at such other time as the Board of Directors or
Chief Executive Officer may from time to time designate. Regular meetings of the
shareholders may also be called by the shareholders in accordance with the
provisions of Section 302A.431, Minnesota Statutes. Regular meetings of the
shareholders shall also be known as annual meetings, regardless of the frequency
with which such meetings are held.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called for any purpose at any time by the Chief Executive Officer, the Chief
Financial Officer, any two (2) or more Directors, or upon the written request of
shareholders holding fifty percent (50%) or more of the voting shares of the
corporation. In the case of a special meeting called by shareholders holding
fifty percent (50%) or more of the voting shares of the corporation, such
written request shall be by registered mail or personally delivered to the Chief
Executive Officer or Chief Financial Officer and shall set forth the purpose or
purposes of the special meeting. The Board of Directors or the Chief Executive
Officer shall within thirty (30) days of receipt of such written request cause a
special meeting of shareholders to be called, said meeting to be held no later
than ninety (90) days after receipt of the written request.
Section 3. NOTICE OF SHAREHOLDER MEETINGS. Written notice of shareholders'
meetings, whether regular or special, shall be mailed to all shareholders
entitled to vote at any such meeting at least ten (10) days, and not more than
sixty (60) days, before the date of the meeting. The written notice shall
contain the date, time and place of the meeting and, in the case of a special
meeting, the purpose or purposes thereof.
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Section 4. WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of shareholders may be waived by any shareholder in writing or orally
before, at, or after the meeting. Attendance by a shareholder at a meeting is a
waiver of notice of that meeting, except where the shareholder objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened, or objects before a vote on an item of business
because the item may not lawfully be considered at that meeting and does not
participate in the consideration of the item at that meeting.
Section 5. RECORD DATE. The Board of Directors may fix in advance a date
not more than sixty (60) days prior to the date of any meeting of shareholders
as the record date for the determination of shareholders entitled to vote at the
meeting.
Section 6. QUORUM. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares entitled to vote thereat shall constitute a
quorum for the transaction of business at all meetings of shareholders. If,
however, a quorum is not present or represented at any meeting of shareholders,
the shareholders entitled to vote at the meeting, either present in person or
represented by proxy, shall have the power to adjourn the meeting to a future
date. Provided that a quorum is present or represented at an adjourned meeting,
any business may be transacted which might have been transacted at the original
meeting. If a quorum is present when a duly called or held meeting of
shareholders is convened, the shareholders present may continue to transact
business until adjournment, even though the withdrawal of a number of
shareholders originally present leaves less than the proportion or number
otherwise required for a quorum.
Section 7. VOTING. A shareholder entitled to vote at a meeting of
shareholders may vote in person or by proxy. Except as otherwise provided by law
or the Articles of Incorporation, every shareholder shall be entitled to one
vote for each share standing in his name on the record of shareholders of the
corporation. Except as otherwise required by law, the Articles of Incorporation
or shareholder control agreement, the shareholders shall take action by the
affirmative vote of the holders of a majority of the voting shares present or
represented at a meeting of shareholders.
Section 8. PROXIES. Every appointment of a proxy must be in writing and
must be dated and signed by the shareholder and filed with an officer of the
corporation at or before the shareholder meeting at which the appointment is to
be effective. No appointment of a proxy shall be valid after the expiration of
eleven (11) months from the date of its execution, unless a longer period is
expressly provided in the appointment.
Section 9. WRITTEN ACTIONS. An action required or permitted to be taken at
a meeting of the shareholders may be taken without a meeting by written action
signed by all of the shareholders entitled to vote on that action. The written
action is effective when it has been signed by all of those share-holders,
unless a different effective time is provided in the written action.
Article IV. DIRECTORS.
Section 1. DUTIES AND POWERS. The Board of Directors shall manage and direct
the business and affairs of the corporation. The Directors shall in all cases
act as a Board, and, in the transaction of business the act of majority present
at a meeting except as otherwise provided by law or the Articles of
Incorporation shall be the act of the Board, provided a quorum is present.
The Directors may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation as they may deem proper, not
inconsistent with law or these By-Laws.
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of not less than one (1) or more than five (5) natural persons.
Directors need not be shareholders of the corporation.
Section 3. TERM OF OFFICE. Each Director shall hold office until the next
regular meeting of the shareholders and until a successor is elected and has
qualified, or until the earlier death, resignation, removal or disqualification
of the Director.
Section 4. MEETINGS. Subsequent to the adjournment of regular shareholders'
meetings, the Board of Directors shall hold a regular meeting
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at the principal executive office of the corporation, or at such other time and
place as may be designated by the Chief Executive Officer or the Board, for the
purpose of electing the officers of the corporation and for the transaction of
such other business as shall come before the meeting. Such regular meetings of
the Board of Directors shall also be known as annual meetings. Other meetings of
the Board of Directors may be held at such times and places as are fixed by
resolution of the Board or designated by the Chief Executive Officer or Chief
Financial Officer. No notice of the purpose of regular meetings of the Board
shall be required, but reasonable notice of the time and place of such meetings
must be given to all Directors.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors of
the corporation may be called by any Director by giving three (3) days' notice
to all Directors of the date, time, place and purpose of the meeting.
Section 6. PREVIOUSLY SCHEDULED MEETINGS. If the day or date, time and place
of a Board meeting have been provided in the By-Laws or announced at a previous
meeting of the Board, no notice is required. Notice of an adjourned meeting need
not be given other than by announcement at the meeting at which adjournment is
taken.
Section 7. WAIVER OF NOTICE AND ASSENT TO ACTION. Notice of any meeting of
the Board may be waived by any Director before, at or after the meeting in
writing or orally. Attendance by a Director at a meeting is a waiver of notice
of that meeting, except where the Director objects at the beginning of the
meeting to the transaction of business because the meeting is not lawfully
called or convened and does not participate thereafter in the meeting.
Section 8. QUORUM. The presence of a majority of the Directors shall
constitute a quorum for the transaction of business. In the absence of a quorum,
a majority of the Directors present may adjourn a meeting of the Board from time
to time until a quorum is present. If a quorum is present when a duly called or
held Board meeting is convened, the Directors present may continue to transact
business until adjournment, even though the withdrawal of a number of Directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
Section 9. ABSENT DIRECTORS. A Director may give advance written consent or
opposition to a proposal to be acted on at a Board meeting. If the Director is
not present at the meeting, consent or opposition to a proposal does not
constitute presence for purposes of determining the existence of a quorum, but
consent or opposition shall be counted as a vote in favor of or against the
proposal and shall be entered in the minutes or other record of action at the
meeting, if the proposal acted on at the meeting is substantially the same or
has substantially the same effect as the proposal to which the Director has
consented or objected.
Section 10. VOTING. At all meetings of the Board of Directors each Director
shall have one (1) vote irrespective of the number of shares that he may hold.
The Board of Directors shall take action by the affirmative vote of a majority
of Directors present at a duly held meeting or voting pursuant to Article IV,
Section 9 of the By-Laws, except where the affirmative vote of a larger
proportion or number is required by law or the Articles of Incorporation.
Section 11. COMPENSATION. The compensation of Directors shall be as
fixed from time to time by the Board of Directors.
Section 12. VACANCIES. Vacancies on the Board of Directors resulting from
the death, resignation, removal, or disqualification of a Director may be filled
by the affirmative vote of a majority of the remaining Directors, even though
less than a quorum. Vacancies on the Board of Directors resulting from newly
created directorships may be filled by the affirmative vote of a majority of the
Directors serving at the time of the increase.
Section 13. REMOVAL OF DIRECTORS. Directors may be removed as provided
in Minnesota Statutes, Section 302A.223.
Section 14. RESIGNATION. A Director may resign at any time by giving written
notice to the corporation. The resignation is effective without acceptance when
the notice is given to the corporation, unless a later effective time is
specified in the notice.
Section 15. ELECTRONIC COMMUNICATIONS. A conference among Directors by
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any means of communication through which the Directors may simultaneously hear
each other during the conference constitutes a Board meeting, if the same notice
is given of the conference as would be required under these By-Laws for a Board
meeting, and if the number of Directors participating in the conference would be
sufficient to constitute a quorum at a meeting. A Director may participate in a
Board meeting at which he is not personally present by any means of
communication through which the Director, other Directors so participating, and
all Directors physically present at the meeting may simultaneously hear each
other during the meeting. Participation in a Board meeting by either of the
foregoing means constitutes presence in person at the meeting.
Section 16. WRITTEN ACTIONS. Any action required or permitted to be taken at
a Board meeting may be taken by a written action signed collectively, or
individually in counter parts, by all Directors. Any such written action shall
be effective when signed by the required number of Directors indicated above,
unless a different effective time is provided in the written action.
Section 17. COMMITTEES. The Board of Directors may from time to time, by
resolution, establish committees having the authority of the Board in the
management of the business of the corporation to the extent provided in the
resolution. Any committee so established shall consist of one (1) or more
natural persons who need not be Directors, and shall be subject at all times to
the direction and control of the Board of Directors. At any meeting of any such
committee the presence of a majority of the members of the committee shall be
necessary to constitute a quorum for the transaction of business. Committees of
the Board shall take action by the affirmative vote of a majority of committee
members present at a duly held meeting, except where the affirmative vote of a
larger proportion or number is required by the Board. Any action required or
permitted to be taken at a committee meeting may be taken by a written action
signed collectively, or individually in counterparts, by all members of such
committee. Each committee shall keep a written record of its activities and
shall submit such written record to the Board after each meeting. The Board of
Directors may not establish a committee pursuant to Minnesota Statutes Section
302A.243.
Article V. OFFICERS.
Section 1. OFFICERS AND QUALIFICATIONS. The officers of the corporation,
who shall be one or more natural persons, may consist of a Chairman of the
Board, a Vice Chairman of the Board, a President, one or more Vice Presidents, a
Secretary and a Treasurer, or such other officers as the Board of Directors may
from time to time designate, any one of whom shall be designated and be the
corporation's Chief Executive Officer and any one of whom shall be designated
and be the Chief Financial Officer. Any two offices may be held by the same
person.
Section 2. ELECTION. The officers of the corporation shall be elected
or appointed periodically by the Board of Directors.
Section 3. TERM OF OFFICE. Each officer of the corporation shall hold
office until their respective successors are elected and have qualified, or
until their earlier death, resignation, or removal.
Section 4. REMOVAL. Any officer of the corporation may be removed at any
time, with or without cause, by the affirmative vote of a majority of the
Directors present at a duly called Board meeting, subject to the provisions of
any shareholder control agreement.
Section 5. DUTIES. The Chief Executive Officer of the corporation shall:
a. Have general active management of the business of the
corporation;
b. When present, preside at all meetings of the Board of Directors
and of the shareholders;
c. See that all orders and resolutions of the Board are carried
into effect;
d. Sign and deliver in the name of the corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to
the business of the corporation, except in cases in which the
authority to sign and deliver is required by law to be exercised
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by another person or is expressly delegated by the Articles of
Incorporation or By-Laws or by the Board to some other Officer
or agent of the corporation;
e. Maintain records of and, whenever necessary, certify all
proceedings of the Board and the shareholders; and
f. Perform other duties prescribed by the Board;
provided, however, that in the event the corporation shall have a Chairman of
the Board, the duties set forth in (b) above shall be presumed to have been
delegated to such officer by the Board, and in the event the corporation shall
have a Secretary, the duties set forth in (e) above shall be presumed to have
been delegated to such officer by the Board.
The Chief Financial Officer of the corporation shall:
a. Keep accurate financial records for the corporation;
b. Endorse for deposit all notes, checks, and drafts received
by the corporation, making proper vouchers therefor;
c. Deposit all money, drafts, and checks in the name of and to
the credit of the corporation in authorized banks and
depositories;
d. Disburse corporate funds and issue checks and drafts in the
name of the corporation;
e. Render to the Chief Executive Officer and the Board,
whenever requested, an account of all transactions by the Chief
Financial Officer and of the financial condition of the
corporation; and
f. Perform other duties prescribed by the Board or by the Chief
Executive Officer;
provided, however, that the Board of Directors may designate another person,
either alone or together with the Chief Financial Officer, to perform the duties
set forth in (b), (c) and (d) above.
The Chief Executive Officer and Chief Financial Officer of the corporation shall
jointly:
a. Designate banks or other financial institutions as depositories
of the corporation;
b. Establish accounts therein;
c. Make credit arrangements and establish borrowing therewith in
the name of the corporation for such amounts and upon such terms
and conditions as are deemed appropriate;
d. Execute evidences of indebtedness and, as appropriate, sell,
pledge, assign or deliver any property of the corporation as
security in connection with the foregoing;
e. Designate from time to time the authorized signatories in any of
the foregoing matters and the individuals authorized to act in
connection therewith; and
f. Revoke or alter any designations of authorization made pursuant
hereto;
provided, however, that the Board of Directors may designate the Chief Executive
Officer, the Chief Financial Officer or any other person, either individually or
together in any combination, to perform the foregoing duties. The other officers
of the corporation shall perform such duties as are from time to time prescribed
by the Board of Directors, the Chief Executive Officer, or the Chief Financial
Officer.
Section 6. VACANCIES. All vacancies in any office of the corporation may
be filled by the Board of Directors.
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Section 7. COMPENSATION. The compensation of all officers of the
corporation shall be fixed by the Board of Directors or by such committee or
person as the Board may from time to time designate.
Article VI. SHARES.
Section 1. CERTIFICATES. The shares of the corporation shall be represented
by certificates approved by the Board of Directors and signed by such officer or
officers as the Board may designate. Each certificate shall state the name of
the corporation, that the corporation is incorporated in Minnesota, the name of
the person to whom it is issued, the number and class or series of shares
represented thereby, the date of issue, the par value of such shares, if any,
and may contain such other provisions as the Board may designate. Whenever
shares are issued for consideration which is not fully paid upon issuance, the
certificates representing such shares shall bear a legend stating that the
consideration therefor has not been fully paid.
Section 2. SUBSCRIPTIONS. Subscriptions for shares shall be in writing and
paid at such times and in such installments as the Board of Directors may
determine. Unless otherwise provided or not then in office, as prescribed by
Minnesota Statutes, Section 302A.52l. The corporation shall not indemnify or
make advances of expenses to any person who may otherwise be entitled thereto
under Section 302A.521, by reason of such person's status or former status as an
agent of the corporation or otherwise. The corporation may purchase and maintain
insurance on behalf of any person in that person's official capacity against any
liability asserted against and incurred by the person in or arising from that
capacity, whether or not the corporation would have been required to indemnify
the person against the liability hereunder or under the provisions of Section
302A.52l. The foregoing right of indemnification and the right to receive
advances of expenses shall not be exclusive of other rights to which any
Director or Officer may be entitled as a matter of law or under any By-Law,
agreement, vote of shareholders, or otherwise.
Article VIII. AMENDMENTS.
The power to adopt, amend, or repeal the By-Laws of the corporation is
vested in the Board of Directors. The power of the Board is subject to the power
of the shareholders, exercisable in the manner provided by statute, to adopt,
amend, or repeal By-Laws adopted,
Article VIII. AMENDMENTS.
The power to adopt, amend, or repeal the By-Laws of the corporation is
vested in the Board of Directors. The power of the Board is subject to the power
of the shareholders, exercisable in the manner provided by statute, to adopt,
amend, or repeal By-Laws adopted, amended or repealed by the Board. The Board
shall not amend or repeal a By-Law fixing a quorum for meetings of shareholders,
prescribing procedures for removing Directors or filling vacancies in the Board,
or fixing the number of Directors or their classifications, qualifications, or
terms of office, but may adopt or amend a By-Law to increase the number of
Directors.
Article IX. DISTRIBUTIONS.
The Board of Directors may declare or authorize and the corporation may make
distributions to the extent provided by law. Such distributions may, but need
not, be in the form of a dividend or a distribution in liquidation, or as
consideration for the purchase, redemption or other acquisition of shares of the
corporation. The Board may at any time set apart out of any funds of the
corporation available for distribution any reserve or reserves for any proper
purpose and may alter or abolish any reserve or reserves so established.
Article X. FISCAL YEAR.
The corporation's fiscal year shall be as from time to time designated by
resolution adopted by the Board of Directors.
CERTIFICATION
The undersigned, the Chief Executive Officer of the corporation, hereby
certifies that the foregoing By-Laws were adopted pursuant to a Written Action
of the Board of Directors effective as of March 20, 1984.
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/s/ Patrick J. Dirk
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Patrick J. Dirk
Chief Executive Officer
AMENDMENT TO THE BYLAWS
OF ELTRAX SYSTEMS, INC.
The Bylaws of ELTRAX SYSTEMS, INC. (the "Company") were amended pursuant to
consent resolutions of the Board of Directors of the Company dated June 26, 1992
as follows:
(1) The title of the Bylaws is amended to read as follows: "Restated
Bylaws of Eltrax Systems, Inc."; and
(2) Article III, Section 2 of the Bylaws, entitled "Special Meetings," is
amended in its entirety to read as follows:
ARTICLE III
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called and shall be held as permitted by the Minnesota Business
Corporation Act, as amended from time to time. The business transacted
at a special meeting shall be limited to the purposes stated in the
notice of the meeting.
AMENDMENT TO THE RESTATED BYLAWS
OF
ELTRAX SYSTEMS, INC.
The Restated Bylaws of Eltrax Systems, Inc. (the "Company") were amended
pursuant to resolutions duly adopted by the Board of Directors of the Company as
of March 26, 1999 as follows:
RESOLVED, that Article IV, Section 2 of the Amended and Restated Bylaws of
the Company be amended to read in its entirety as follows:
The Board of Directors shall consist of not less than one (1) nor more
than ten (10) natural persons. Directors need not be shareholders of
the Company.
