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As Amended through September 21, 2000
BYLAWS
OF
TEKTRONIX, INC.
ARTICLE I
SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of shareholders shall be held
on the date and at the time each year as shall be fixed by the board of
directors and stated in the notice of meeting, for the purpose of electing
directors and for the transaction of such other business as may properly come
before the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board or by the board of directors, and shall be
called by the Chairman of the Board at the request of the holders of not less
than one tenth of all the outstanding shares of the corporation entitled to vote
at the meeting.
Section 3. PLACE OF MEETINGS. The place of each annual meeting and any
special meeting of the shareholders shall be determined by the board of
directors.
Section 4. NOTICE OF MEETING. Written or printed notice stating the date,
time and place of the shareholders meeting and, in the case of a special meeting
or a meeting for which special notice is required by law, the purposes for which
the meeting is called, shall be delivered by the corporation to each shareholder
entitled to vote at the meeting and, if required by law, to any other
shareholders entitled to receive notice, not earlier than sixty days nor less
than thirty days before the meeting date. If mailed, the notice shall be deemed
delivered when it is mailed to the shareholder with postage prepaid at the
shareholder's address shown in the corporation's record of shareholders.
Section 5. CLOSING OF TRANSFER RECORDS OR FIXING OF RECORD DATE. The board
of directors may fix a future date as the record date to determine the
shareholders entitled to notice of a shareholders meeting, demand a special
meeting, vote, take any other action or receive payment of any share or cash
dividend or other distribution. This date shall not be earlier than seventy days
or, in the case of a meeting, later than thirty-five days before the meeting or
action requiring a determination of shareholders. The record date for any
meeting, vote or other action of the shareholders shall be the same for all
voting groups. If not otherwise fixed by the board of directors, the record date
to determine shareholders entitled to notice of and to vote at an annual or
special shareholders meeting is the close of business on the day before the
notice is first mailed or delivered to shareholders. If not otherwise fixed by
the board of directors, the record date to determine shareholders entitled to
receive payment of any share or cash dividend or other distribution is the close
of business on the day the board of directors authorizes the share or cash
dividend or other distribution.
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Section 6. VOTING LISTS. After a record date for a meeting is fixed, the
corporation shall prepare an alphabetical list of all shareholders entitled to
notice of the shareholders meeting. The list shall be arranged by voting group
and, within each voting group, by class or series of shares, and it shall show
the address of and number of shares held by each shareholder. The shareholders
list shall be available for inspection by any shareholder, upon proper demand as
may be required by law, beginning two business days after notice of the meeting
is given and continuing through the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting will be held. The corporation shall make the shareholders list available
at the meeting, and any shareholder or the shareholder's agent or attorney shall
be entitled to inspect the list at any time during the meeting or any
adjournment. Refusal or failure to prepare or make available the shareholders
list does not affect the validity of action taken at the meeting.
Section 7. QUORUM; ADJOURNMENT.
(a) 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 constitutes a quorum of that voting group for action on that matter.
(b) A majority of votes represented at the meeting, although less than a
quorum, may adjourn the meeting from time to time to a different time and place
without further notice to any shareholder of any adjournment. At an adjourned
meeting at which a quorum is present, any business may be transacted that might
have been transacted at the meeting originally held.
(c) Once a share is represented for any purpose at a meeting, it shall be
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. A new record date must be set if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting.
Section 8. VOTING. If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless a greater number of affirmative votes is required by law or the Restated
Articles of Incorporation. Unless otherwise provided in the Restated Articles of
Incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.
Section 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 10. VOTING OF SHARES BY CERTAIN HOLDERS.
(a) Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe, or, in
the absence of such provision, as the board of directors of such other
corporation may determine.
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(b) Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Neither treasury shares nor shares held by the corporation in a
fiduciary capacity, nor shares held by another corporation if a majority of the
shares entitled to vote for the election of directors of such other corporation
is held by the corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.
Section 11. PROPER BUSINESS FOR SHAREHOLDERS' MEETING. To be properly
brought before the meeting, business must be either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (b) otherwise properly brought before a meeting by or at the
direction of the board of directors, or (c) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual 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 must be
delivered to or mailed and received at the principal executive office of the
corporation not less than 45 days nor more than 120 days prior to the date on
which the corporation first mailed its proxy materials for the prior year's
annual meeting of shareholders; PROVIDED, HOWEVER, that in the event that the
date of the annual meeting is advanced by more than 30 days or delayed (other
than as a result of adjournment) by more than 30 days from the anniversary of
the previous year's annual meeting, notice by the shareholder to be timely must
be delivered not later than the close of business on the later of the 75th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. A shareholder's notice
to the Secretary shall set forth (a) one or more matters appropriate for
shareholder action that the shareholder proposes to bring before the meeting,
(b) a brief description of the matters desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (c) the name and
record address of the shareholder, (d) the class and number of shares of the
corporation that the shareholder owns or is entitled to vote and (e) any
material interest of the shareholder in such matters. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedure set forth in this Section 11;
PROVIDED, HOWEVER, that nothing in this Section 11 shall be deemed to preclude
discussion by any shareholder of any business properly brought before the annual
meeting. The Chairman of the Board shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the provisions of this Section 11, and if the
Chairman of the Board should so determine, shall so declare to the meeting any
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such business not properly brought before the meeting shall not be transacted.
For purposes of this section, "public announcement" shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or 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.
Section 12. SHAREHOLDER NOMINATION OF DIRECTORS. Not less than 45 days nor
more than 120 days prior to the date on which the corporation first mailed its
proxy materials for the prior year's annual meeting of shareholders, any
shareholder who intends to make a nomination at the annual meeting shall deliver
a notice to the Secretary of the corporation setting forth (a) as to each
nominee whom the shareholder proposes to nominate for election or reelection as
a director, (i) the name, age, business address and residence address of the
nominee, (ii) the principal occupation or employment of the nominee, (iii) the
class and number of shares of capital stock of the corporation that are
beneficially owned by the nominee and (iv) any other information concerning the
nominee that would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the election of such
nominee; and (b) as to the shareholder giving the notice, (i) the name and
record address of the shareholder and (ii) the class and number of shares of
capital stock of the corporation that are beneficially owned by the shareholder;
PROVIDED, HOWEVER, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed (other than as a result of adjournment)
by more than 30 days from the anniversary of the previous year's annual meeting,
notice by the shareholder to be timely must be delivered not later than the
close of business on the later of the 75th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made. Such notice shall include a signed consent to serve as a
director of the corporation, if elected, of each such nominee. The corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the eligibility of such
proposed nominee to serve as a director of the corporation. For purposes of this
section, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable national news
service or 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.
Section 13. SHAREHOLDER NOMINATION OF DIRECTORS - SPECIAL MEETINGS. Any
shareholder who intends to make a nomination at any special meeting of
shareholders held for the purpose of electing directors shall deliver a timely
notice to the Secretary of the corporation setting forth (a) as to each nominee
whom the shareholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence address of the
nominee, (ii) the principal occupation or employment of the nominee, (iii) the
class and number of shares of capital stock of the corporation that are
beneficially owned by the nominee and (iv) any other information concerning the
nominee that would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the election of such
nominee; and (b) as to the shareholder giving the notice, (i) the name and
record address of the shareholder and (ii) the class and number of shares of
capital stock of the corporation that are beneficially owned by the shareholder.
To be timely for these purposes, such notice must be given (a) if given by the
shareholder (or any of the shareholders) who or that made a demand for a meeting
pursuant to which such meeting is to be held, concurrently with the delivery of
such demand, and (b) otherwise, not later than the close of business on the 10th
day following the day on which the notice of the special meeting was mailed.
Such notice shall include a signed consent to serve as a director of the
corporation, if elected, of each such nominee. The corporation may require any
proposed
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nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as a
director of the corporation.
Section 14. OREGON CONTROL SHARES ACT. Sections 60.801 to 60.816 of the
Oregon Business Corporation Act, known as the "Oregon Control Share Act," do not
apply to acquisitions of the corporation's voting shares (as defined in the
Oregon Control Share Act).
ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The directors of the
corporation shall be divided into three classes of directors designated Class I,
Class II and Class III. Effective as of the June 21, 2000 Board meeting, the
number of directors of the corporation shall be eleven, consisting of four Class
I directors, four Class II directors, and three Class III directors; effective
as of the September 21, 2000 Board meeting, the number of directors of the
corporation shall be ten, consisting of four Class I directors, three Class II
directors, and three Class III directors. At each annual meeting of shareholders
following such initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected to serve three-year terms
and until their successors are elected and qualified, so that the term of one
class of directors will expire each year. When the number of directors is
changed by amendment of this Section 2, any newly created directorships, or any
decrease in directorships, shall be so apportioned among the classes so as to
make all classes as nearly equal as possible, provided that no decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director. Directors need not be residents of the State of
Oregon or shareholders of the corporation.
Section 3. ANNUAL AND REGULAR MEETINGS. The annual meeting of the board of
directors may be held before or after the annual meeting of shareholders, on the
day and at the time and place designated by the Chairman of the Board. The board
of directors may provide by resolution, the time and place, either within or
without the State of Oregon, for the holding of regular meetings without notice
other than such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the Chairman of the Board or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the State of
Oregon, as the place for holding any special meeting of the board of directors
called by them.
Section 5. NOTICE. Notice of the date, time and place of any special
meeting of the board of directors shall be given at least three days prior to
the meeting by notice communicated in person, by telephone, telegraph, teletype,
other form of wire or wireless communication, mail or private carrier. If
written, notice shall be effective at the earliest of (a) when received, (b)
five days after its deposit in the United States mail, as evidenced by the
postmark, if mailed postpaid and correctly addressed, or (c) on the date shown
on the return receipt, if sent by registered or certified mail, return receipt
requested and the receipt is signed by or on behalf of the addressee. Notice by
all other means shall be deemed effective when received by or on behalf of the
director. Notice of any regular or special meeting need
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not describe the purposes of the meeting unless required by law or the Restated
Articles of Incorporation.
Section 6. QUORUM. A majority of the number of directors fixed by Section 2
of this Article II shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
Section 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is required by law or these bylaws.
Section 8. VACANCIES. Any vacancy on the board of directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the shareholders, the board of directors, the remaining directors if less than a
quorum (by the vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose. A
vacancy that will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.
Section 9. COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 10. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action. It shall be the duty of the person acting as
secretary of the meeting to record in the minutes any negative votes,
abstentions or dissents if requested to do so by the director so voting,
abstaining or dissenting.
Section 11. INFORMAL ACTION BY DIRECTORS. Any action required to be taken
at a meeting of directors, or any action which may be taken at a meeting of
directors, may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all the directors entitled to vote with
respect to the subject matter thereof. Such consent shall have the same effect
as a unanimous vote of the directors.
Section 12. REMOVAL. The shareholders may remove one or more directors with
or without cause at a meeting called expressly for that purpose, unless the
Restated Articles of Incorporation provide for removal for cause only.
Section 13. TRANSACTIONS WITH DIRECTORS. Any contract or other transaction
between the corporation and one or more of its directors, or between the
corporation and another party in which one or more of its directors are
interested shall be valid notwithstanding
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the presence or participation of such director or directors in a meeting of the
board of directors which acts upon or in reference to such contract or
transaction, if the fact of such interest shall be disclosed or known to the
board of directors and it shall authorize and approve such contract or
transaction by a vote of a majority of the directors present. Such interested
director or directors may be counted in determining whether a quorum is present
at any such meeting, but shall not be counted in calculating the majority
necessary to carry such vote. This section shall not invalidate any contract or
other transaction which would otherwise be valid under applicable law.
Section 14. MEETING BY TELEPHONE CONFERENCE CALL. A meeting of the board of
directors may be held by means of conference telephone or similar communications
equipment through which all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this section shall constitute
presence in person at the meeting. Notice (including waiver of notice) and
quorum requirements as specified in Sections 5 and 6 of this Article shall apply
to meetings pursuant to this section. A record shall be kept of the action taken
for insertion into the minute book.
ARTICLE III
COMMITTEES
Section 1. DESIGNATION. The board of directors, by resolution adopted by a
majority of the number of directors fixed by Section 2 of Article II of these
bylaws, may designate from among its members an executive committee and one or
more other committees. The designation of a committee, and the delegation of
authority to it, shall not operate to relieve the board of directors, or any
member thereof, of any responsibility imposed upon it or him by law. No member
of any committee shall continue to be a member thereof after he ceases to be a
director of the corporation. The board of directors shall have the power at any
time, by resolution adopted by a majority of the number of directors fixed by
Section 2 of Article II of these bylaws, to increase or decrease the number of
members of any committee, to fill vacancies thereon, to change any member
thereof, and to change the functions or terminate the existence thereof.
Section 2. POWERS. During the interval between meetings of the board of
directors, and subject to such limitations as may be imposed by resolution of
the board of directors, the executive committee shall have and may exercise all
the authority of the board of directors in the management of the corporation.
Any other committee shall have such authority of the board of directors, as the
board shall delegate by resolution adopted by a majority of the number of
directors fixed by Section 2 of Article II of these bylaws. Notwithstanding the
foregoing, neither the executive committee nor any other committee shall have
the authority of the board of directors in reference to amending the articles of
incorporation; adopting a plan of merger or consolidation; recommending to the
shareholders the sale, lease, exchange, mortgage, pledge or other disposition of
all or substantially all the property and assets of the corporation otherwise
than in the usual and regular course of its business; recommending to the
shareholders a voluntary dissolution of the corporation or revocation thereof;
or amending the bylaws of the corporation. Reports on actions taken by a
committee shall be submitted to the next succeeding meeting of the board of
directors.
Section 3. PROCEDURE; MEETINGS; QUORUM. Each committee shall appoint a
chairman from among its members and a secretary who may, but need not, be a
member of the committee or of the board of directors. The chairman shall preside
at all committee
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meetings and the secretary shall keep a record of its proceedings. Regular
meetings of a committee, of which no notice shall be necessary, shall be held on
such days and at such places as shall be fixed by resolution adopted by a
majority of the committee. Special meetings of a committee shall be called at
the request of any member of the committee, and shall be held upon notice by
letter or telegram mailed or delivered for transmission not later than during
the second day preceding the day of the meeting, or by word of mouth or
telephone received not later than the day immediately preceding the day of the
meeting. Any notice required by this section may be waived in writing signed by
the member or members entitled to the notice, whether before, or after the
meeting time stated therein. Attendance of any member of a committee at a
special meeting shall constitute a waiver of notice of such meeting. A majority
of the committee, from time to time, shall be necessary to constitute a quorum
for the transaction of business, and the act of a majority of the members
present at a meeting at which a quorum is present shall be the act of the
committee. The board of directors may vote to the members of any committee a
reasonable fee as compensation for attendance at meetings of such committee.
Section 4. MEETING BY TELEPHONE CONFERENCE CALL. A meeting of a committee
may be held by means of conference telephone or similar telephone communications
equipment through which all persons participating in the meeting can hear each
other. Participation in the meeting pursuant to this section shall constitute
presence in person at the meeting. Notice (including waiver of notice) and
quorum requirements as specified in Section 3 of this Article shall apply to
meetings pursuant to this section. A record shall be kept of action taken for
insertion into the minute book.
Section 5. INFORMAL ACTION BY COMMITTEE. Any action which may be taken at a
meeting of a committee may be taken without a meeting if a consent in writing
setting forth the actions so taken shall be signed by all members of the
committee entitled to vote with respect to the subject matter thereof. The
action shall be effective on the date when the last signature is placed on the
consent or at such earlier time as is set forth therein. The consent shall have
the same effect as a unanimous vote of the committee.
ARTICLE IV
OFFICERS
Section 1. NUMBER. The officers of the corporation shall be a Chairman of
the Board of Directors (the "Chairman of the Board"); a President; a Secretary;
and such other officers and assistant officers as may be elected or appointed
from time to time by the board of directors. The officers of the corporation
shall have such powers and duties as may be prescribed by the board of
directors. Any two or more offices may be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after the annual meeting of the shareholders. If the
election of officers shall not be held at the meeting, it shall be held as soon
thereafter as is convenient. Each officer shall hold office until a successor
shall have been duly elected and shall have qualified or until the officer's
death, resignation or removal in the manner hereinafter provided.
Section 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors at any time with or
without cause. Election or appointment of an officer or agent shall not of
itself create contract rights.
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Section 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a
non-executive officer. The Chairman of the Board shall preside at all meetings
of the board of directors and shareholders. The Chairman of the Board shall
perform such other duties as may be prescribed from time to time by the board of
directors. The Chairman of the Board may execute in behalf of the corporation
all contracts, agreements, stock certificates and other instruments. The
Chairman of the Board shall from time to time report to the board of directors
all matters within the Chairman's knowledge affecting the corporation which
should be brought to the attention of the board. The Chairman of the Board, or
such other individuals as may be designated by the Board of Directors from time
to time, may vote all shares of stock in other corporations owned by the
corporation, and shall be empowered to execute proxies, waivers of notice,
consents and other instruments in the name of the corporation with respect to
such stock.
Section 6. PRESIDENT. The President shall supervise the operations of the
corporation, subject to the direction of the board of directors and the Chairman
of the Board. The President shall from time to time report to the board of
directors all matters within the President's knowledge affecting the corporation
which should be brought to the attention of the board. The President, or such
other individuals as may be designated by the Board of Directors from time to
time, shall vote all shares of stock in other corporations owned by the
corporation, and shall be empowered to execute proxies, waivers of notice,
consents and other instruments in the name of the corporation with respect to
such stock. The President shall perform such other duties as may be prescribed
from time to time by the board of directors or the Chairman of the Board.
Section 7. SECRETARY. The Secretary shall keep the minutes of all meetings
of the directors and shareholders, and shall have custody of the minute books
and other records pertaining to the corporate business. The Secretary shall
countersign all stock certificates and other instruments requiring the seal of
the corporation and shall perform such other duties as may be prescribed from
time to time by the board of directors.
Section 8. CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER. The Board
of Directors shall determine which officers shall be the Chief Executive Officer
and the Chief Financial Officer, respectively.
Section 9. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary because the officer is also a director of the corporation.
ARTICLE IV-A
NON-CORPORATE OFFICERS
A. The Board of Directors may designate one or more officers who have the
power, in the exercise of his or her discretion, to appoint persons to hold
positions and titles such as vice president, treasurer, assistant vice
president, assistant secretary, president of a division, or similar titles as
the business of the corporation may require, subject to such limits in
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appointment power as the board of directors may determine. Each such appointee
shall have such title, shall serve in such capacity, and shall have such
authority and perform such duties as the appointing officer shall determine;
provided that no such appointee shall have executive powers, be in charge of a
principal business unit, division or function or perform similar policy making
functions. The board of directors shall be advised of any such appointment at a
meeting of the board of directors, and the appointment shall be noted in the
minutes of the meeting. The minutes shall state that such persons are
non-corporate officers appointed pursuant to this Article IV-A of these bylaws.
B. Any such appointee, absent specific election by the board of directors
as an elected corporate officer (i) shall not be considered an officer elected
by the board of directors pursuant to Article IV of these bylaws, (ii) shall not
be considered an 'officer' of the corporation for the purposes of Rule 3b-2
promulgated under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (collectively, the "Act"), or an
'executive officer' of the corporation for the purposes of Rule 3b-7 promulgated
under the Act, and similarly shall not be considered an 'officer' of the
corporation for the purposes of Section 16 of the Act, or an 'executive officer'
of the corporation for the purposes of Section 14 of the Act, and (iii) shall be
empowered to represent himself or herself to third parties as an appointed vice
president, etc., only, and shall be empowered to execute documents, bind the
corporation, or otherwise act on behalf of the corporation only as authorized by
the Chairman of the Board or the President of the corporation or by resolution
of the board of directors. An elected corporate officer of the corporation may
also be appointed to a position pursuant to this Article IV-A.
C. A person appointed to a position pursuant to this Article IV-A may be
removed at any time by the Chairman of the Board or by the board of directors of
the corporation.
ARTICLE V
INDEMNITY OF DIRECTORS AND OFFICERS
A. The corporation shall indemnify to the fullest extent then permitted by
law any person who is made, or threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise (including an action, suit or
proceeding by or in the right of the corporation) by reason of the fact that the
person is or was a director or officer of the corporation or is or was serving
at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against all
expenses (including attorneys' fees), judgments, amounts paid in settlement and
fines actually and reasonably incurred in connection therewith.
B. Expenses incurred in connection with an action, suit or proceeding may
be paid or reimbursed by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amounts if it shall ultimately be
determined that such person is not entitled to be indemnified by the
corporation.
C. The indemnification provided hereby shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under the Restated
Articles of Incorporation, any statute, agreement, or vote of shareholders or
directors or otherwise, both as to action in any official capacity and as to
action in another capacity while holding an office,
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and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.
D. The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or fiduciary with respect to any employee benefit plans of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent, or as a fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against and incurred by the person in
any such capacity, or arising out of the person's status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under the provisions of the Restated Articles of Incorporation or the
Oregon Business Corporation Act.
E. Any person other than a director or officer who is or was an employee or
agent of the corporation, or fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit
plans of the corporation, or is or was serving at the request of the corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise may be indemnified to such extent as the board of
directors in its discretion at any time or from time to time may authorize.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the board of directors. Such authority may be general or
confined to specific instances.
Section 3. CHECKS, DRAFT, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or pursuant to resolution of the board of directors.
Section 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and may be sealed with
the seal of the corporation or a facsimile thereof.
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All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the share transfer records of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.
Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation shall
be made only on the share transfer records of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the corporation. The
person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes.
Section 3. TRANSFER AGENT AND REGISTRAR. The board of directors may from
time to time appoint one or more transfer agents and one or more registrars for
the shares of the corporation, with such powers and duties as the board of
directors shall determine by resolution. The signatures of the president or vice
president and the secretary or assistant secretary upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or an employee of the
corporation.
Section 4. OFFICER CEASING TO ACT. In case any officer who has signed or
whose facsimile signature has been placed upon a stock certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
its issuance.
Section 5. FRACTIONAL SHARES. The corporation shall not issue certificates
for fractional shares.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall end on the last Saturday in May of
each year.
ARTICLE IX
DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
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ARTICLE X
SEAL
The seal of the corporation shall be in the form of a circle containing
therein "TEKTRONIX, INC. CORPORATE SEAL OREGON."
ARTICLE XI
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the board of directors at any regular or special meeting.
I HEREBY CERTIFY that the foregoing are the bylaws of TEKTRONIX, INC.
adopted at a meeting of the board of directors of the company held on September
9, 1963, and as amended with regard to Article IV at a meeting of the board of
directors of the company held on December 22, 1966, and as amended with regard
to Article IV at a meeting of the board of directors of the company held on
January 30, 1969, and as amended with regard to Article II at a meeting of the
board of directors of the company held on July 17, 1969, and as amended with
regard to Article IV at a meeting of the board of directors of the company held
on September 24, 1970, and as amended with regard to Article IV at a meeting of
the board of directors of the company held on September 30, 1971, and as amended
with regard to Article V at a meeting of the board of directors of the company
held on September 27, 1973, and as amended with regard to Article IV at a
meeting of the board of directors of the company held on September 26, 1974, and
as amended with regard to Article I at a meeting of the board of directors of
the company held on April 28, 1977, and as amended with regard to Article I at a
meeting of the board of directors of the company held on May 20, 1977, and as
amended with regard to Article IV at a meeting of the board of directors of the
company held on January 18, 1979, and as amended with regard to Article II at a
meeting of the board of directors of the company held on February 28, 1980, and
as amended with regard to Article II at a meeting of the board of directors of
the company held on May 22, 1980, and as amended with regard to Articles I, II
and III at a meeting of the board of directors of the company held on June 25,
1980, and as amended with regard to Article II at a meeting of the board of
directors of the company held on September 9, 1980, with the amendment to be
effective September 27, 1980, and as amended with regard to Article I at a
meeting of the board of directors of the company held on July 23, 1981, and
approved by the shareholders at a meeting held on September 26, 1981, and as
amended with regard to Article VI at a meeting of the board of directors of the
company held on May 3, 1983, and as amended with regard to Article II at a
meeting of the board of directors of the company held on June 30, 1983, and as
amended with regard to Articles III and IV at a meeting of the board of
directors of the company held on March 1, 1984, and as amended with regard to
Article I at a meeting of the board of directors of the company held on December
6, 1984, and as amended with regard to Article II at a meeting of the board of
directors of the company held on August 13, 1985, and as amended with regard to
Article II at a meeting of the board of directors of the company held on October
24, 1985, and as amended with regard to Article II at a meeting of the board of
directors of the company held on July 17, 1986, and as amended with regard to
Article V at a meeting of the board of directors of the company held on
September 27, 1986, and as amended with regard to Article II at a meeting of the
board of directors of the company held on June 23, 1988, and as amended with
regard to Article II at a meeting of the board of directors
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of the company held on July 21, 1988, and as amended with regard to Article II
at a meeting of the board of directors of the company held on July 20, 1989, and
as amended with regard to Articles I, II and IV at a meeting of the board of
directors of the company held on November 29, 1989, and as amended with regard
to Articles II and IV at a meeting of the board of directors of the company held
on April 25, 1990, and as amended with regard to Article I at a meeting of the
board of directors of the company held on June 20, 1990, and as amended with
regard to Article II at a meeting of the board of directors of the company held
on July 19, 1990, and as amended with regard to Articles II and IV at a meeting
of the board of directors of the company held on October 24, 1990, and as
amended with regard to Article II at a meeting of the board of directors of the
company held on March 20, 1991, and as amended with regard to Article I at a
meeting of the board of directors of the company held on July 17, 1991, and as
amended with regard to Articles I, II, IV, and VII at a meeting of the board of
directors of the company held on September 26, 1991, and as amended with regard
to Article II at a meeting of the board of directors of the company held on
January 29, 1992, and as amended with regard to Article II by action of the
board of directors of the company without a meeting, effective July 10, 1992,
and as amended with regard to Article IV at a meeting of the board of directors
of the company held on September 23, 1992, and as amended with regard to Article
II by action of the board of directors of the company without a meeting,
effective September 24, 1992, and as amended with regard to Article I at a
meeting of the board of directors of the company held on October 18, 1992, and
as amended with regard to Article II at a meeting of the board of directors of
the company held on December 2, 1992, and as amended with regard to Article IV-A
at a meeting of the board of directors of the company held on March 31, 1993,
and as amended with regard to Articles I and II at a meeting of the board of
directors of the company held on June 23, 1994, and as amended with regard to
Article II at a meeting of the board of directors of the company held on
December 15, 1994, and as amended with regard to Article II by action of the
board of directors of the company without a meeting, effective March 1, 1995,
and as amended with regard to Article I at a meeting of the board of directors
of the company held on September 20, 1995, and as amended with regard to Article
II at a meeting of the board of directors of the company held on January 17,
1996, and as amended with regard to Articles II and IV at a meeting of the board
of directors of the company held on June 19, 1996, and as amended with regard to
Article II at a meeting of the board of directors of the company held on March
19, 1997, and as amended with regard to Article II at a meeting of the board of
directors of the company held on May 15, 1997, and as amended with regard to
Article II at a meeting of the board of directors of the company held on June
26, 1997, and as amended with regard to Article II at a meeting of the board of
directors of the company held on March 17, 1999, and as amended with regard to
Article II at a meeting of the board of directors of the company held on July 6,
1999, and as amended with regard to Article II, IV, and IV-A at a meeting of the
board of directors of the company held on January 20, 2000, and as amended with
regard to Article I and II at a meeting of the board of directors of the company
held on June 21, 2000, and as amended with regard to Article IV at a meeting of
the board of directors of the company held on September 21, 2000.
JAMES F. DALTON
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Secretary
