**EXHIBIT 3.2**

**AMENDED AND RESTATED BYLAWSofMENTOR CORPORATIONContaining all amendments through July 15, 2003**

**SHAREHOLDERS**

**Section 1.01 Place of Meetings; Authorization of Remote Communication**.  Each meetingof the shareholders shall be held at the principal executive office of theCorporation or at such other place as may be designated by the Board ofDirectors or the Chief Executive Officer; provided, however, that any meetingcalled by or at the demand of a shareholder or shareholders shall be held inthe county where the principal executive office of the Corporation islocated.  The Board of Directors isauthorized to hold regular or special meetings of the shareholders solely bymeans of remote communication through which the shareholders may participate inthe meeting.

**Section 1.02 Annual Meetings**.  The Board of Directors shall fix the date forthe annual meeting of shareholders which is to be held in each calendar year.At the annual meeting, the shareholders shall designate the number of directorsto constitute the Board of Directors, shall elect directors and shall transactsuch other business as may properly come before them; provided, however, thatno business with respect to which special notice is required by law shall betransacted unless such notice shall have been given.

**Section 1.03 Special Meetings**.  A special meeting of the shareholders may becalled for any purpose or purposes at any time by the Chief Executive Officer;by the Chief Financial Officer; by the Board of Directors or any two or more membersthereof; or by one or more shareholders holding not less than ten percent ofthe voting power of all shares of the Corporation entitled to vote, who shalldemand such special meeting by written notice given to the Chief ExecutiveOfficer or the Chief Financial Officer of the Corporation specifying thepurposes of such meeting, except that a special meeting for the purpose ofconsidering any action to directly or indirectly facilitate or effect abusiness combination (as such term is from time to time defined in theMinnesota Business Corporation Act), including any action to change orotherwise affect the composition of the Board of Directors for that purpose,must be called by 25 percent or more of the voting power of all shares entitledto vote.

**Section 1.04 Meetings Held Upon Shareholder Demand**.  Within 30 days of receipt of ademand by the Chief Executive Officer or the Chief Financial Officer from anyshareholder or shareholders entitled to call a meeting of the shareholders, itshall be the duty of the Board of Directors of the Corporation to cause aspecial or regular meeting of shareholders, as the case may be, to be dulycalled and held on notice no later than ninety days after receipt of suchdemand. If the Board of Directors fails to cause such a meeting to be calledand held as required by this Section, the shareholder or shareholders makingthe demand may call the meeting by giving notice as provided in Section 1.06hereof at the expense of the Corporation.

**Section 1.05 Notice of Meetings.**  Except when a meeting of shareholders is anadjourned meeting to be held not more than 120 days after the date fixed forthe original meeting and the date, time, and place of such meeting wereannounced at the time of the original meeting or any adjournment of theoriginal meeting, notice of all meetings shall be given to every holder ofshares entitled to vote.  Such noticeshall contain the date, time, and place of the shareholder meeting and anyother information required by law.  Inthe case of a special meeting, the notice shall contain a statement of thepurpose or purposes of the meeting.  Thenotice may also contain any other information deemed necessary or desirable bythe Board of Directors or by any other person or persons calling the meeting.

Unless a different minimumnotice period has been fixed by applicable law, the Articles of Incorporation,or these Bylaws, notice of all meetings, including meetings for considerationof the sale or other disposition of all or substantially all of the assets ofthe Corporation, shall be given not less ten nor more than sixty 60 days beforethe date of the meeting.

In the event that a plan ofmerger or exchange is to be considered at a meeting of shareholders, writtennotice of such meeting shall be given to every shareholder, whether or notentitled to vote, not less than 14 nor more than 60 days before the date of themeeting.  Such a notice shall contain thedate, time, and place of the shareholder meeting, shall state that a purpose ofsuch meeting is to consider the proposed plan of merger or exchange, and shallinclude a copy or a short description of the plan of merger or exchange.

Notice of all meetings shallbe given to each eligible shareholder either by oral communication, by mailinga copy of the notice to an address designated by the shareholder or to the lastknown address of the shareholder, by handing a copy to the shareholder, or byany other delivery that conforms to law, including, without limitation,electronic communication if consent is given by a shareholder.  Notice shall be deemed received when it isgiven.  Notice by mail shall be deemedgiven when deposited in the United States mail with sufficient postageaffixed.  Notice by electroniccommunication shall be deemed given (1) if by facsimile communication, whendirected to a telephone at which the shareholder has consented to receivenotice; (2) if by electronic mail, when directed to an electronic mail addressat which the shareholder has consented to give notice; (3) if by a posting onan electronic network on which the shareholder has consented to receive notice,together with separate notice to the shareholder of specific posting, upon thelater of: (i) the posting; and (ii) the giving of separate notice; and (4) ifby any other form of electronic communication by which the shareholder hasconsented to receive notice, when directed to the shareholder.  Consent by a shareholder to notice given byelectronic communication may be given in writing or by authenticated electroniccommunication.  The Corporation isentitled to rely on any consent so given until revoked by the shareholder,provided that no revocation affects the validity of any notice given beforereceipt by the Corporation of revocation of the consent.

**Section 1.06 Waiver of Notice**.  A shareholder may waive notice of the date,time, place and purpose or purposes of a meeting of shareholders. A waiver ofnotice by a shareholder entitled to notice is effective whether given before,at or after the meeting, and whether given in writing, orally or by attendance.Attendance by a shareholder at a meeting is a waiver of notice of that meeting,unless the shareholder objects at the beginning of the meeting to thetransaction of business because the meeting is not lawfully called or convened,or objects before a vote on an item of business because the item may notlawfully be considered at that meeting and does not participate in theconsideration of the item at that meeting.  

**Section 1.07 Quorum; Adjourned Meetings**.  The holders of a majority of the sharesoutstanding and entitled to vote shall constitute a quorum for the transactionof business at any annual or special meeting. In case a quorum shall not bepresent at a meeting, those present shall adjourn to such day as they shall bymajority vote agree upon, and a notice of such adjournment shall be mailed toeach shareholder entitled to vote at least five days before such adjournedmeeting. If a quorum is present, a meeting may be adjourned from time to timewithout notice other than announcement at the meeting. At adjourned meetings atwhich a quorum is present, any business may be transacted which might have beentransacted at the meeting as originally noticed. If a quorum is present, theshareholders may continue to transact business until adjournmentnotwithstanding the withdrawal of enough shareholders to leave less than aquorum.

**Section 1.08 Voting.  Subdivision 1**. A shareholder shall have one vote for each shareheld which is entitled to vote. Except as otherwise required by law, a holderof shares entitled to vote may vote any portion of the shares in any way theshareholder chooses. If a shareholder votes without designating the proportionor number of shares voted in a particular way, the shareholder is deemed to havevoted all of the shares in that way.

Subdivision 2.  The Board may fix a date not more than 60days before the date of a meeting of shareholders as the date for thedetermination of the holders of shares entitled to notice of and entitled tovote at the meeting. When a date is so fixed, only shareholders on that dateare entitled to notice of and permitted to vote at that meeting ofshareholders.

Subdivision 3.  The shareholders shall take action by theaffirmative vote of the holders of a majority of the voting power of the sharespresent and entitled to vote, except when a different vote is required by lawor the Articles of Incorporation.

**Section 1.09 Proxies**.  A shareholder may cast or authorize thecasting of a vote by filing a written appointment of a proxy with an officer ofthe orporation at or before the meeting at which the appointment is to beeffective.

**Section 1.10 Action Without a Meeting**.  Any action required or permitted to be takenat a meeting of the shareholders of the Corporation may be taken without ameeting by written action signed, or consented to by authenticated electroniccommunication, by all of the shareholders entitled to vote on that action. Thewritten action is effective when it has been signed, or consented to by authenticatedelectronic communication, by all of those shareholders, unless a differenteffective time is provided in the written action.

**Section 1.11 Remote Communications for Shareholder Meetings**.  The Board ofDirectors is authorized to hold regular or special meetings of the shareholderssolely by means of remote communication through which the shareholders mayparticipate in the meeting, if notice of the meeting is given to every holderof shares entitled to vote, and if the number of shares held by theshareholders participating in the meeting would be sufficient to constitute aquorum at the meeting.  Furthermore, theBoard of Directors is authorized to determine that a shareholder not physicallypresent in person or by proxy at a regular or special meeting of shareholdersmay, by means of remote communication, participate in a meeting of shareholdersheld at a designated place.  In anymeeting of shareholders held solely by means of remote communication or in anymeeting of shareholders held at a designated place in which one or moreshareholders participate by means of remote communication the Corporation mustimplement reasonable measures to verify that each person deemed present andentitled to vote at the meeting by means of remote communication is ashareholder; and the Corporation must implement reasonable measures to provideeach shareholder participating by means of remote communication with areasonable opportunity to participate in the meeting, including an opportunityto:  (i) read or hear the proceedings ofthe meeting substantially concurrently with those proceedings; (ii) if allowedby the procedures governing the meeting, have the shareholder's remarks heardor read by other participants in the meeting substantially concurrently withthe making of those remarks; and (iii) if otherwise entitled, vote on matterssubmitted to the shareholders.

** DIRECTORS**

**Section 2.01 Number, Qualifications and Term of Office**.  Until thefirst meeting of shareholders, the number of directors shall be the numbernamed in the Articles of Incorporation. Thereafter, the number of directorsshall be established by resolution of the shareholders but shall not be lessthan the lesser of (i) the number of shareholders of record andbeneficially or (ii) three. In the absence of such resolution, the numberof directors shall be the number last fixed by the shareholders or the Articlesof Incorporation. Directors need not be shareholders. Each of the directorsshall hold office until the annual meeting of shareholders next held after hisor her election and until he or she shall resign, or shall have been removed ashereinafter provided.

**Section 2.02 Vacancies**.  If there be a vacancy among the directors ofthis Corporation by reason of death, resignation, increase in the number ofdirectors required by Section 2.01 or otherwise, such vacancy shall be filledfor the unexpired term by a majority of the remaining directors of the Board,and each person so elected shall be a director until his successor is electedby the shareholders, who may make such election at their next annual meeting orat any meeting duly called for that purpose.

**Section 2.03  Removal**.  The entireBoard of Directors or any individual director may be removed from office, withor without cause, by a vote of the shareholders holding a majority of theshares entitled to vote at an election of directors, except as otherwiseprovided by law where the shareholders have the right to cumulate their votes.In the event that the entire Board or any one or more directors be so removed,new directors shall be elected at the same meeting.

**Section 2.04 Place of Meetings; Meetings by Remote Communication**.  Each meetingof the Board of Directors shall be held at the principal executive office ofthe Corporation or at such other place as may be designated from time to timeby a majority of the members of the Board. The Board of Directors may determine that a meeting of the Board ofDirectors shall be held solely by one or more means of remote communicationthrough which all of the directors may participate with each other during themeeting.  Furthermore, a director mayparticipate in a board meeting by means of conference telephone or, ifauthorized by the Board, by such other means of remote communication, in eachcase through which the director, other directors so participating, and alldirectors physically present at the meeting may participate with each otherduring the meeting.  Participation in ameeting by that means constitutes presence at the meeting.

**Section 2.05 Regular Meetings**.  Regular meetings of the Board of Directorsfor the election of officers and the transaction of any other business shall beheld without notice at the place of and immediately after each regular meetingof the shareholders.

**Section 2.06 Special Meetings**.  A special meeting of the Board of Directorsmay be called for any purpose or purposes at any time by any member of theBoard by giving not less than 24 hours' notice to all directors of the date,time and place of the meeting, provided that when notice is mailed, at leastfour days' notice shall be given. The notice need not state the purpose of themeeting.

**Section 2.07 Waiver of Notice: Previously Scheduled Meetings**.  Subdivision1. A director of the Corporation may waive notice of the date, time and placeof a meeting of the Board. A waiver of notice by a director entitled to noticeis effective whether given before, at or after the meeting, and whether givenin writing, orally or by attendance. Attendance by a director at a meeting is awaiver of notice of that meeting, unless the director objects at the beginningof the meeting to the transaction of business because the meeting is notlawfully called or convened and thereafter does not participate in the meeting.

Subdivision 2.  If the day or date, time and place of a Boardmeeting have been provided herein or announced at a previous meeting of theBoard, no notice is required. Notice of an adjourned meeting need not be givenother than by announcement at the meeting at which adjournment is taken of thedate, time and place at which the meeting will be reconvened.

**Section 2.08 Quorum; Acts of Board**.  The presence of a majority of the directorscurrently holding office shall be necessary to constitute a quorum for thetransaction of business. In the absence of a quorum, a majority of thedirectors present may adjourn a meeting from time to time without furthernotice until a quorum is present. If a quorum is present when a duly heldmeeting is convened, the directors present may continue to transact businessuntil adjournment, even though the withdrawal of a number of the directorsoriginally present leaves less than the proportion or number otherwise requiredfor a quorum. Except as otherwise required by law or specified in the Articlesof Incorporation of the Corporation, the Board shall take action by theaffirmative vote of a majority of the directors present at a duly held meeting.

**Section 2.09 Absent Directors**.  A director of the Corporation may giveadvance written consent or opposition to a proposal to be acted on at a Boardmeeting. If the director is not present at the meeting, consent or oppositionto a proposal does not constitute presence for purposes of determining theexistence of a quorum, but consent or opposition shall be counted as a vote infavor of or against the proposal and shall be entered in the minutes or otherrecord of action at the meeting, if the proposal acted on at the meeting issubstantially the same or has substantially the same effect as the proposal towhich the director has consented or objected.

**Section 2.10 Action Without a Meeting**.  An action required or permitted to be takenat a board meeting may be taken without a meeting by written action signed, orconsented to by authenticated electronic communication, by all of thedirectors. Any action, other than an action requiring shareholder approval, ifthe Articles of Incorporation so provide, may be taken by written actionsigned, or consented to by authenticated electronic communication, by thenumber of directors that would be required to take the same action at a meetingof the Board at which all directors were present. The written action iseffective when signed, or consented to by authenticated electroniccommunication, by the required number of directors, unless a differenteffective time is provided in the written action. When written action ispermitted to be taken by less than all directors, all directors shall benotified immediately of its text and effective date.

**Section 2.11 Committees**.  Subdivision 1. A resolution approved by theaffirmative vote of a majority of the Board may establish committees having theauthority of the Board in the management of the business of the Corporationonly to the extent provided in the resolution. Committees shall be subject atall times to the direction and control of the Board, except special litigationcommittees and committees formed pursuant to Minnesota Statutes Section302A.673, subdivision 1(d).

Subdivision 2.  A committee shall consist of one or morenatural persons, who need not be directors, appointed by affirmative vote of amajority of the directors present at a duly held Board meeting.

Subdivision 3.  Section 2.04 and Sections 2.06 to 2.10 hereofshall apply to committees and members of committees to the same extent as thosesections apply to the Board and directors.

Subdivision 4.  Minutes, if any, of committee meetings shallbe made available upon request to members of the committee and to any director.

**Section 2.12 Committee of Disinterested Persons**.  Pursuant to the procedure setforth in Section 2.11, the Board may establish a committee composed of two ormore disinterested directors or other disinterested persons to determinewhether it is in the best interests of the Corporation to pursue a particularlegal right or remedy of the Corporation and whether to cause the dismissal ordiscontinuance of a particular proceeding that seeks to assert a right orremedy on behalf of the Corporation. The committee, once established, is not subjectto the direction or control of, or termination by, the Board. A vacancy on thecommittee may be filled by a majority vote of the remaining committee members.The good faith determinations of the committee are binding upon the Corporationand its directors, officers and shareholders. The committee terminates when itissues a written report of its determinations to the Board.

**Section 2.14 Compensation**.  The Board may fix the compensation, if any,of directors.

**OFFICERS**

**Section 3.01 Number and Designation**.  The Corporation shall have one or morenatural persons exercising the functions of the offices of Chief ExecutiveOfficer and Chief Financial Officer. The Board of Directors may elect orappoint such other officers or agents as it deems necessary for the operationand management of the Corporation, with such powers, rights, duties andresponsibilities as may be determined by the Board, including, withoutlimitation, a President, one or more Vice Presidents, a Secretary and aTreasurer, each of whom shall have the powers, rights, duties andresponsibilities set forth in these Bylaws unless otherwise determined by theBoard. Any of the offices or functions of those offices may be held by the sameperson.

**Section 3.02 Chief Executive Officer**.  Unless provided otherwise by a resolutionadopted by the Board of Directors, the Chief Executive Officer (a) shall havegeneral active management of the business of the Corporation; (b) shall, whenpresent, preside at all meetings of the shareholders and Board of Directors;(c) shall see that all orders and resolutions of the Board are carried intoeffect; (d) may maintain records of and certify proceedings of the Board andshareholders; and (e) shall perform such other duties as may from time to timebe assigned by the Board of Directors.

**Section 3.03 Chief Financial Officer**.  Unless provided otherwise by a resolutionadopted by the Board of Directors, the Chief Financial Officer (a) shall keepaccurate financial records for the Corporation; (b) shall deposit all monies,drafts and checks in the name of and to the credit of the Corporation in suchbanks and depositories as the Board of Directors shall designate from time totime; (c) shall endorse for deposit all notes, checks and drafts received bythe Corporation as ordered by the Board, making proper vouchers therefor; (d)shall disburse corporate funds and issue checks and drafts in the name of theCorporation, as ordered by the Board; (e) shall render to the Chief ExecutiveOfficer and the Board of Directors, whenever requested, an account of all ofsuch officers transactions as Chief Financial Officer and of the financialcondition of the Corporation; and (f) shall perform such other duties as may beprescribed by the Board of Directors or the Chief Executive Officer from timeto time.

**Section 3.04 President**.  Unless otherwise determined by the Board, thePresident shall be the Chief Executive Officer of the Corporation. If anofficer other than the President is designated Chief Executive Officer, thePresident shall perform such duties as may from time to time be assigned by theBoard of Directors.

**Section 3.05 Vice Presidents**.  Any one or more Vice Presidents, if any, maybe designated by the Board of Directors as Executive Vice Presidents or SeniorVice Presidents. During the absence or disability of the President, it shall bethe duty of the highest ranking Executive Vice President, and, in the absenceof any such Vice President, it shall be the duty of the highest ranking SeniorVice President or other Vice President, who shall be present at the time andable to act, to perform the duties of the President. The determination of whois the highest ranking of two or more persons holding the same office shall, inthe absence of specific designation of order of rank by the Board of Directors,be made on the basis of the earliest date of appointment or election, or, inthe event of simultaneous appointment or election, on the basis of the longestcontinuous employment by the Corporation.

**Section 3.06 Secretary.**  The Secretary, unless otherwise determined bythe Board, shall attend all meetings of the shareholders and all meetings ofthe Board of Directors, shall record or cause to be recorded all proceedingsthereof in a book to be kept for that purpose, and may certify suchproceedings. Except as otherwise required or permitted by law or by theseBylaws, the Secretary shall give or cause to be given notice of all meetings ofthe shareholders and all meetings of the Board of Directors.

**Section 3.07 Treasurer**.  Unless otherwise determined by the Board, theTreasurer shall be the Chief Financial Officer of the Corporation. If anofficer other than the Treasurer is designated Chief Financial Officer, theTreasurer shall perform such duties as may from time to time be assigned by theBoard of Directors.

**Section 3.08 Authority and Duties**.  In addition to the foregoing authority andduties, all officers of the Corporation shall respectively have such authorityand perform such duties in the management of the business of the Corporation asmay be designated from time to time by the Board of Directors. Unlessprohibited by a resolution approved by the affirmative vote of a majority ofthe directors present, an officer elected or appointed by the Board may,without the approval of the Board, delegate some or all of the duties andpowers of an office to other persons.

**Section 3.09 Term**.  Subdivision 1.  All officers of the Corporation shall holdoffice until their respective successors are chosen and have qualified or untiltheir earlier death, resignation or removal.

Subdivision 2.  An officer may resign at any time by givingwritten notice to the Corporation. The resignation is effective withoutacceptance when the notice is given to the Corporation, unless a latereffective date is specified in the notice.

Subdivision 3.  An officer may be removed at any time, withor without cause, by a resolution approved by the affirmative vote of amajority of the directors present at a duly held Board meeting.

Subdivision 4.  A vacancy in an office because of death,resignation, removal, disqualification or other cause may, or in the case of avacancy in the office of Chief Executive Officer or Chief Financial Officershall, be filled for the unexpired portion of the term by the Board.

**Section 3.10 Compensation**.  Thecompensation of all officers of the Corporation shall be fixed by the Board ofDirectors or by the Chief Executive Officer if authorized by the Board.

**INDEMNIFICATION**

**Section 4.01 Indemnification**.  The Corporation shall indemnify such persons,for such expenses and liabilities, in such manner, under such circumstances,and to such extent, as required or permitted by Minnesota Statutes, Section302A.521, as amended from time to time, or as required or permitted by otherprovisions of law; provided, however, that the Corporation shall not makeadvances to any person other than a director of the Corporation or of anothercorporation at least 80% of the common stock of all classes of which is owneddirectly or indirectly by the Corporation (a "Subsidiary") or anofficer of the Corporation or of a Subsidiary who was elected by the directorsof the Corporation or Subsidiary, as the case may be; and provided, further,that the Corporation shall not indemnify any person, other than a director ofthe Corporation or of a Subsidiary or an officer of the Corporation or of aSubsidiary who was elected by the directors, in respect of any judgment,penalty, fine, excise tax, settlement, expense or other matter for which such personshall have been finally determined to be liable by reason of his or hernegligence, recklessness or willful misconduct.

**Section 4.02 Insurance**.  The Corporation may purchase and maintaininsurance on behalf of any person in such person's official capacity againstany liability asserted against and incurred by such person in or arising fromthat capacity, whether or not the Corporation would otherwise be required toindemnify the person against the liability.

**SHARES**

**Section 5.01 Certificated and Uncertificated Shares**.  Subdivision 1.  The shares of the Corporation shall be eithercertificated shares or uncertificated shares. Each holder of duly issuedcertificated shares is entitled to a certificate of shares.

Subdivision 2.  Each certificate of shares of the Corporationshall bear the corporate seal, if any, and shall be signed by the ChiefExecutive Officer, or the President or any Vice President, and the ChiefFinancial Officer, or the Secretary or any Assistant Secretary, but when acertificate is signed by a transfer agent or a registrar, the signature of anysuch officer and the corporate seal upon such certificate may be facsimiles,engraved or printed. If a person signs or has a facsimile signature placed upona certificate while an officer, transfer agent or registrar of the Corporation,the certificate may be issued by the Corporation, even if the person has ceasedto serve in that capacity before the certificate is issued, with the sameeffect as if the person had that capacity at the date of its issue.

Subdivision 3.  A certificate representing shares issued bythe Corporation shall, if the Corporation is authorized to issue shares of morethan one class or series, set forth upon the face or back of the certificate,or shall state that the Corporation will furnish to any shareholder uponrequest and without charge, a full statement of the designations, preferences,limitations and relative rights of the shares of each class or seriesauthorized to be issued, so far as they have been determined, and the authorityof the Board to determine the relative rights and preferences of subsequentclasses or series.

Subdivision 4.  A resolution approved by the affirmative voteof a majority of the directors present at a duly held meeting of the Board mayprovide that some or all of any or all classes and series of the shares of theCorporation will be uncertificated shares. Any such resolution shall not applyto shares represented by a certificate until the certificate is surrendered tothe Corporation.

**Section 5.02 Declaration of Dividends and Other Distributions**.  The Board ofDirectors shall have the authority to declare dividends (and otherdistributions) upon the shares of the Corporation to the extent permitted bylaw.

**Section 5.03 Transfer of Shares**.  Shares of the Corporation may be transferredonly on the books of the Corporation by the holder thereof, in person or bysuch person's attorney. In the case of certificated shares, shares shall betransferred only upon surrender and cancellation of certificates for a likenumber of shares. The Board of Directors, however, may appoint one or moretransfer agents and registrars to maintain the share records of the Corporationand to effect transfers of shares.

**Section 5.04 Record Date**.  The Board of Directors may fix a time, notexceeding sixty days preceding the date fixed for the payment of any dividendor other distribution, as a record date for the determination of theshareholders entitled to receive payment of such dividend or other distribution,and in such case only shareholders of record on the date so fixed shall beentitled to receive payment of such dividend or other distribution,notwithstanding any transfer of any shares on the books of the Corporationafter any record date so fixed.

**MISCELLANEOUS**

**Section 6.01 Execution of Instruments**.  Subdivision 1.  All deeds, mortgages, bonds, checks,contracts and other instruments pertaining to the business and affairs of theCorporation shall be signed on behalf of the Corporation by the Chief ExecutiveOfficer, or the President, or any Vice President, or by such other person orpersons as may be designated from time to time by the Board of Directors.

Subdivision 2.  If a document must be executed by personsholding different offices or functions and one person holds such offices orexercises such functions, that person may execute the document in more than onecapacity if the document indicates each such capacity.

**Section 6.02 Advances**.  The Corporation may, without a vote of thedirectors, advance money to its directors, officers or employees to coverexpenses that can reasonably be anticipated to be incurred by them in theperformance of their duties and for which they would be entitled toreimbursement in the absence of an advance.

**Section 6.03 Corporate Seal**.  The seal of the Corporation, if any, shall bea circular embossed seal having inscribed thereon the name of the Corporationand the following words:

**"Corporate Seal Minnesota"**

**Section 6.04 Fiscal Year**.  The fiscal year of the Corporation shall bedetermined by the Board of Directors.

**Section 6.05 Amendments**.  The Board of Directors shall have the powerto adopt, amend or repeal the Bylaws of the Corporation, subject to the powerof the shareholders to change or repeal the same, provided, however, that theBoard shall not adopt, amend or repeal any Bylaw fixing a quorum for meetingsof shareholders, prescribing procedures for removing directors or fillingvacancies in the Board, or fixing the number of directors or their classifications,qualifications or terms of office, but may adopt or amend a Bylaw thatincreases the number of directors.

**Section 6.06 Definitions**.  The followingwords or phrases when used in these Bylaws have the meanings set forth below:

(1)           "Electronic Communication" means any form ofcommunication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved, and reviewed by a recipientof the communication, and that may be directly reproduced in paper form by therecipient through an automated process.

(2)           "Remote Communication" means communication viaelectronic communication, conference telephone, video conference, the Internet,or such other means by which persons not physically present in the same locationmay communicate with each other on a substantially simultaneous basis.

(3)           "Authenticated" means, with respect to anelectronic communication, that the communication is delivered to the principalplace of business of the Corporation, or to an officer or agent of theCorporation authorized by the Corporation to receive the communication, andthat the communication sets forth information from which the Corporation canreasonably conclude that the communication was sent by the purported sender.