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Exhibit 3
As Amended through June 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
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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.
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.
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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.
(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
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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
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
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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 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
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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 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.
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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 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
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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
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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 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
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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.
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 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, 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.
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
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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
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.
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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, 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
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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. 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.
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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
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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 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
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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.
JAMES F DALTON
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Secretary
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