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EXHIBIT 3.2

As amended by the
Board of Directors
on December 12, 2002

RESTATED BYLAWS
OF
COMPEX TECHNOLOGIES, INC.

ARTICLE I.
OFFICES, CORPORATE SEAL

Section 1.01.  Registered Office. The registered office of the
corporation in Minnesota shall be that set forth in the articles of
incorporation or in the most recent amendment of the articles of incorporation
or resolution of the directors filed with the secretary of state of Minnesota
changing the registered office.

Section 1.02.  Other Offices. The corporation may have such other
offices, within or without the State of Minnesota, as the directors shall, from
time to time, determine.

Section 1.03.  Corporate Seal. The corporation shall have no seal.

ARTICLE II.
MEETINGS OF SHAREHOLDERS

Section 2.01.  Place and Time of Meetings. Except as provided otherwise
by the Minnesota Business Corporation Act, meetings of the shareholders may be
held at any place, within or without the state of Minnesota, as may from time
to time be designated by the directors and, in the absence of such designation,
shall be held at the registered office of the corporation in the State of
Minnesota. The directors shall designate the time of day for each meeting and,
in the absence of such designation, every meeting of shareholders shall be held
at ten oclock a.m.

Section 2.02.  Regular Meetings.

(a)     A regular meeting of the shareholders shall be held on such date as
the board of directors shall by resolution establish.

(b)     At a regular meeting the shareholders, voting as provided in the
articles of incorporation and these bylaws, shall designate the number of
directors to constitute the board of directors (subject to the authority of the
board of directors thereafter to increase or decrease the number of directors
as permitted by law), shall elect qualified successors for directors who serve
for an indefinite term or whose terms have expired or are due to expire within
six months after the date of the meeting and shall transact such other business
as may properly come before them.

Section 2.03.  Special Meetings. Special meetings of the shareholders may
be held at any time and for any purpose and may be called by the chief
executive officer, the chief financial officer, two or more directors or by a
shareholder or shareholders holding 10% or more of the voting power of all
shares entitled to vote, except that a special meeting for the purpose of
considering any action to directly or indirectly facilitate or affect a
business combination, including any action to change or otherwise affect the
composition of the board of directors for that purpose, must be called by 25%
or more of the voting power of all shares entitled to vote. A shareholder or
shareholders holding the requisite percentage of the voting power of all shares
entitled to vote may demand a special meeting of the shareholders by written
notice of demand given to the chief executive officer or chief financial
officer of the corporation and containing the purposes of the meeting.

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Within 30 days after receipt of demand by one of those officers, the board of
directors shall cause a special meeting of shareholders to be called and held
on notice no later than 90 days after receipt of the demand, at the expense of
the corporation. Special meetings shall be held on the date and at the time
and place fixed by the chief executive officer or the board of directors,
except that a special meeting called by or at demand of a shareholder or
shareholders shall be held in the county where the principal executive office
is located. The business transacted at a special meeting shall be limited to
the purposes as stated in the notice of the meeting.

Section 2.04.  Quorum, Adjourned Meetings. The holders of a majority of
the shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting. In case a
quorum shall not be present at a meeting, the meeting may be adjourned, and
notice shall be given by announcement at the time of adjournment of the date,
time and place of the adjourned meeting. If a quorum is present, a meeting may
be adjourned from time to time without notice other than announcement at the
time of adjournment of the date, time and place of the adjourned meeting. At
adjourned meetings at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally noticed. If a
quorum is present when a meeting is convened, the shareholders present may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders originally present to leave less than a quorum.

Section 2.05.  Voting. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the articles of incorporation or
statutes provide otherwise, shall have one vote for each share having voting
power registered in such shareholders name on the books of the corporation.
Jointly owned shares may be voted by any joint owner unless the corporation
receives written notice from any one of them denying the authority of that
person to vote those shares. Upon the demand of any shareholder, the vote upon
any question before the meeting shall be by ballot. All questions shall be
decided by a majority vote of the number of shares entitled to vote and
represented at the meeting at the time of the vote except if otherwise required
by statute, the articles of incorporation, or these bylaws.

Section 2.06.  Record Date. The board of directors may fix a date, not
exceeding 60 days preceding the date of any meeting of shareholders, as a
record date for the determination of the shareholders entitled to notice of,
and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. If the board of
directors fails to fix a record date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the record
date shall be the 20th day preceding the date of such meeting.

Section 2.07.  Notice of Meetings. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at his address as shown by the books of the corporation, a
notice setting out the date, time and place of each regular meeting and each
special meeting, except (unless otherwise provided in section 2.04 hereof)
where the meeting is an adjourned meeting and the date, time and place of the
meeting were announced at the time of adjournment, which notice shall be mailed
at least five days prior thereto (unless otherwise provided in section 2.04
hereof); except that notice of a meeting at which a plan of merger or exchange
is to be considered shall be mailed to all shareholders of record, whether
entitled to vote or not, at least fourteen days prior thereto. Every notice of
any special meeting called pursuant to section 2.03 hereof shall state the
purpose or purposes for which the meeting has been called, and the business
transacted at all special meetings shall be confined to the purposes stated in
the notice. The written notice of any meeting at which a plan of merger or
exchange is to be considered shall so state such as a purpose of the meeting.
A copy or short description of the plan of merger or exchange shall be included
in or enclosed with such notice.

Section 2.08.  Waiver of Notice. Notice of any regular or special meeting
may be waived by any shareholder either before, at or after such meeting orally
or in writing signed by such shareholder or a representative entitled to vote
the shares of such shareholder. A shareholder, by his attendance at any
meeting of shareholders, shall be deemed to have waived notice of such meeting,
except where the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called on convened,
or objects before a vote on an item of business because the item may not
lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
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Section 2.09.  Written Action. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action.

Section 2.10.  Conduct of Shareholder Meetings. The chairman of the
meeting shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such chairman,
are appropriate for conduct of the meeting. To the extent not prohibited by
law, such rules, regulations or procedures may include, without limitation,
establishment of (i) an agenda or order of business for the meeting and the

method by which business may be proposed, (ii) rules and procedures for
maintaining order at the meeting and the safety of those present, (iii)
limitations on attendance at or participation in the meeting to shareholders of
record of the corporation, their duly authorized proxies or such other persons
as the chairman of
the meeting shall determine, (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof and (v) limitations on the time
allotted to questions or comments by participants. Any proposed business
contained in the notice of a regular meeting is deemed to be on the agenda and
no further motions or other actions shall be required to bring such proposed
business up for consideration. Unless and to the extent otherwise determined
by the chairman of the meeting, it shall not be necessary to follow Roberts
Rules of Order or any other rules of parliamentary procedure at the meeting of
the shareholders. Following completion of the business of the meeting as
determined by the chairman of the meeting, the chairman of the meeting shall
have the exclusive authority to adjourn the meeting.

Section 2.11.  Shareholder Proposals. To be properly brought before a
regular meeting of shareholders, business must be (i) specified in the notice
of the meeting, (ii) directed to be brought before the meeting by the Board of
Directors or (iii) proposed at the meeting by a shareholder who (A) was a
shareholder of record at the time of giving of notice provided for in these
bylaws, (B) is entitled to vote at the meeting and (C) gives prior notice of
the matter, which must otherwise be a proper matter for shareholder action, in
the manner herein provided. For business to be properly brought before a
regular meeting by a shareholder, the shareholder must give written notice to
the Secretary of the corporation so as to be received at the principal
executive offices of the corporation at least 120 days before the date that is
one year after the date of the corporations proxy statement for the prior
years regular meeting. Such notice shall set forth (i) the name and record
address of the shareholder and of the beneficial owner, if any, on whose behalf
the proposal will be made, (ii) the class and number of shares of the
corporation owned by the shareholder and beneficially owned by the beneficial
owner, if any, on whose behalf the proposal will be made, (iii) a brief
description of the business desired to be brought before the regular meeting
and the reasons for conducting such business and (iv) any material interest in
such business of the shareholder and the beneficial owner, if any, on whose
behalf the proposal is made. The chairman of the meeting may refuse to
acknowledge any proposed business not made in compliance with the foregoing
procedure.

ARTICLE III.
DIRECTORS

Section 3.01.  General Powers. The business and affairs of the
corporation shall be managed by or under the authority of the board of
directors, except as otherwise permitted by statute.

Section 3.02.  Number, Qualification and Term of Office. The number of
directors shall be the number named in the Restated Articles of Incorporation.
After filing of such Restated Articles, the number of directors shall be
increased or decreased from time to time by resolution of the board of
directors or the shareholders. Directors need not be shareholders. Each of
the directors shall hold office until the regular meeting of shareholders next
held after such directors election and until such directors successor shall
have been elected and shall qualify, or until the earlier death, resignation,
removal, or disqualification of such director.

Section 3.03.  Board Meetings. Meetings of the board of directors may be
held from time to time at such time and place within or without the state of
Minnesota as may be designated in the notice of such meeting.
22

Section 3.04.  Calling Meetings; Notice. Meetings of the board of
directors may be called by the chairman of the board by giving at least
twenty-four hours notice, or by any other director by giving at least five
days notice, of the date, time and place thereof to each director by mail,
telephone, telegram or in person. If the day or date, time and place of a
meeting of the board of directors has been announced at a previous meeting of
the board, no notice is required. Notice of an adjourned meeting of the board
of directors need not be given other than by announcement at the meeting at
which adjournment is taken.

Section 3.05.  Waiver of Notice. Notice of any meeting of the board of
directors may be waived by any director either before, at, or after such
meeting orally or in a writing signed by such director. A director, by his
attendance at any meeting of the board of directors, shall be deemed to have
waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter in the
meeting.

Section 3.06.  Quorum. A majority of the directors holding office
immediately prior to a meeting of the board of directors shall constitute a
quorum for the transaction of business at such meeting.

Section 3.07.  Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the board of
directors. If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect
as the proposal to which the director has consented or objected.

Section 3.08.  Conference Communications. Any or all directors may
participate in any meeting of the board of directors, or of any duly
constituted committee thereof, by any means of communication through which the
directors may simultaneously hear each other during such meeting. For the
purposes of establishing a quorum and taking any action at the meeting, such
directors participating pursuant to this section 3.08 shall be deemed present
in person at the meeting; and the place of the meeting shall be the place of
origination of the conference telephone conversation or other comparable
communication technique.

Section 3.09.  Vacancies; Newly Created Directorships. Vacancies on the
board of directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the board although less than a
quorum; newly created directorships resulting from an increase in the
authorized number of directors by action of the board of directors as permitted
by section 3.02 may be filled by a majority vote of the directors serving at
the time of such increase; and each director elected pursuant to this section
3.09 shall be a director until such directors successor is elected by the
shareholders at their next regular or special meeting.

Section 3.10.  Removal. Any or all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election
of directors except, as otherwise provided by the Minnesota Business
Corporation Act, section 302A.223, as amended, when the shareholders have the
right to cumulate their votes. A director named by the board of directors to
fill a vacancy may be removed from office at any time, with or without cause,
by the affirmative vote of the remaining directors if the shareholders have not
elected directors in the interim between the time of the appointment to fill
such vacancy and the time of the removal. In the event that the entire board
or any one or more directors be so removed, new directors may be elected at the
same meeting.

Section 3.11.  Committees. A resolution approved by the affirmative vote
of a majority of the board of directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or
more persons, who need not be directors, appointed by affirmative vote of a
majority of the directors present. Committees are subject to the direction and
control of, and vacancies in the membership thereof shall be filled by, the
board of directors, except as provided by the Minnesota Business Corporation
Act, section 302A.243.

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A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion
or number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.

Section 3.12.  Written Action. Any action which might be taken at a
meeting of the board of directors, or any duly constituted committee thereof,
may be taken without a meeting if done in writing and signed by all of the
directors or committee members, unless the articles provide otherwise and the
action need not be approved by the shareholders.

Section 3.13.  Compensation. Directors who are not salaried officers of
this corporation shall receive such fixed sum per meeting attended or such
fixed annual sum as shall be determined from time to time, by resolution of the
board of directors. The board of directors may, by resolution, provide that
all directors shall receive their expenses, if any, of attendance at meetings
of the board of directors or any committee thereof. Nothing herein contained
shall be construed to preclude any director from servicing this corporation in
any other capacity and receiving proper compensation therefor.

Section 3.14.  Nomination of Directors. Nominations of persons for
election as directors may be made at a regular meeting of shareholders (i) by
or at the direction of the Board of Directors or (ii) by any shareholder who
(A) was a shareholder of record at the time of giving of notice provided for in
these bylaws, (B) is entitled to vote at the meeting and (C) gives prior notice
of the nomination in the manner herein provided. For a nomination to be
properly made by a shareholder, the shareholder must give written notice to the
Secretary of the corporation so as to be received at the principal executive
offices of the corporation at least 120 days before the date that is one year
after the date of the corporations proxy statement for the prior years
regular meeting. Such notice shall set forth (i) as to the shareholder giving
the notice: (A) the name and record address of the shareholder and of the
beneficial owner, if any, on whose behalf the nomination will be made, and (B)
the class and number of shares of the corporation owned by the shareholder and
beneficially owned by the beneficial owner, if any, on whose behalf the
nomination will be made and (ii) as to each person the shareholder proposes to
nominate: (A) the name, age, business address and residence address of the
person, (B) the principal occupation or employment of the person and (C) the
class and number of shares of the corporations capital stock beneficially
owned by the person. The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.

ARTICLE IV.
OFFICERS

Section 4.01.  Number. The officers of the corporation shall consist of a
chairman of the board (if one is elected by the board), a chief executive
officer, the president (if desired by the board), a chief operating officer (if
desired by the board), one or more vice presidents (if desired by the board), a
treasurer or chief financial officer, a secretary (if one is elected by the
board) and such other officers and agents as may, from time to time, be elected
by the board of directors. Any number of offices may be held by the same
person.

Section 4.02.  Election, Term of Office and Qualifications. The board of
directors shall elect or appoint, by resolution approved by the affirmative
vote of a majority of the directors present, from within or without their
number, the chief executive officer, the president, treasurer or chief
financial officer and such other officers as may be deemed advisable, each of
whom shall have the powers, rights, duties, responsibilities, and terms of
office provided for in these bylaws or a resolution of the board of directors
not inconsistent therewith. The president and all other officers who may be
directors shall continue to hold office until the election and qualification of
their successors, notwithstanding an earlier termination of their directorship.

Section 4.03.  Removal and Vacancies. Any officer may be removed from his
office by the board of directors at any time, with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy in an office of the corporation by
reason of death, resignation or otherwise, such vacancy shall be filled for the
unexpired term by the board of directors.

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Section 4.04.  Chairman of the Board. The chairman of the board, if one
is elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
board of directors.

Section 4.05.  Chief Executive Officer. Either the president or the
chairman may be designated from time to time as the chief executive officer of
the Company. The chief executive officer shall have general active management
of the business of the corporation. In the absence of the chairman of the
board, he shall preside at all meetings of the shareholders and directors. He
shall see that all orders and resolutions of the board of directors are carried
into effect. He shall execute and deliver, in the name of the corporation, any
deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the corporation unless the authority to execute and deliver is
required by law to be exercised by another person or is expressly delegated by
the articles or bylaws or by the board of directors to some other officer or
agent of the corporation. He shall maintain records of and, whenever
necessary, certify all proceedings of the board of directors and the
shareholders, and in general, shall perform all duties usually incident to the
office of the chief executive officer. He shall have such other duties as may,
from time to time, be prescribed by the board of directors.

Section 4.06.  President. The president shall have general active
management of the business of the corporation and supervision of the other
officers of the corporation, subject to the discretion of the chief
executive officer (if the chief executive officer is not also the president).
The president shall have such other duties as may, from time to time, be
prescribed by the board of directors.

Section 4.07.  Chief Operating Officer. The president or any vice
president may be designated from time to time by the board of directors to be
the chief operating officer of the corporation. Unless otherwise provided by
the board or the chief executive officer (if the chief operating officer is not
also the chief executive officer), the chief operating officer shall (a) manage
operations of the corporations business; (b) execute and deliver in the name
of the corporation any instruments or documents pertaining to the business of
the corporation which may be executed by the chief operating officer; and (c)
perform such other duties as may be assigned from time to time.

Section 4.08.  Vice President. Each vice president, if one or more is
elected, shall have such powers and shall perform such duties as prescribed by
the board of directors or by the chief executive officer or the president. In
the event of the absence or disability of the president, the vice president(s)
shall succeed to his power and duties in the order designated by the board of
directors.

Section 4.09.  Secretary. The secretary, if one is elected, shall be
secretary of and shall attend all meetings of the shareholders and board of
directors and shall record all proceedings of such meetings in the minute book
of the corporation. He shall give proper notice of meetings of shareholders
and directors. He shall perform such other duties as may, from time to time,
be prescribed by the board of directors or by the chief executive officer or
the president.

Section 4.10.  Treasurer. The treasurer shall be the chief financial
officer and shall keep accurate financial records for the corporation. He
shall deposit all moneys, drafts and checks in the name of, and to the credit
of, the corporation in such banks and depositories as the board of directors
shall, from time to time, designate. He shall have power to endorse, for
deposit, all notes, checks and drafts received by the corporation. He shall
disburse the funds of the corporation, as ordered by the board of directors,
making proper vouchers therefor. He shall render to the president and the
directors, whenever requested, an account of all his transactions as treasurer
and of the financial condition of the corporation, and shall perform such other
duties as may, from time to time, be prescribed by the board of directors or by
the chief executive officer or the president.

Section 4.11.  Compensation. The officers of the corporation shall
receive such compensation for their services as may be determined, from time to
time, by resolution of the board of directors.

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ARTICLE V.
SHARES AND THEIR TRANSFER

Section 5.01.  Certificates for Shares. All shares of the corporation
shall be certificated shares. Every owner of shares of the corporation shall
be entitled to a certificate, to be in such form as shall be prescribed by the
board of directors, certifying the number of shares of the corporation owned by
such shareholder. The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed, in the name of the
corporation, by the president and by the secretary or an assistant secretary or
by such officers as the board of directors may designate. If the certificate
is signed by a transfer agent or registrar, such signatures of the corporate
officers may be by facsimile if authorized by the board of directors. Every
certificate surrendered to the corporation for exchange or transfer shall be
cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled, except in cases provided for in section 5.04.

Section 5.02.  Issuance of Shares. The board of directors is authorized
to cause to be issued shares of the corporation up to the full amount
authorized by the articles of incorporation in such amounts as may be
determined by the board of directors and as may be permitted by law. Shares
may be issued for any consideration, including, without limitation, in
consideration of cash or other property, tangible or intangible, received or to
be received by the corporation under a written agreement, of services rendered
or to be rendered to the corporation under a written agreement, or of an amount
transferred from surplus to stated capital upon a share dividend. At the time
of approval of the issuance of shares, the board of directors shall state, by
resolution, its determination of the fair value to the corporation in monetary
terms of any consideration other than cash for which shares are to be issued.

Section 5.03.  Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholders legal representative, or the shareholders duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares. The corporation may treat as the absolute owner of shares of the
corporation, the person or persons in whose name shares are registered on the
books of the corporation.

Section 5.04. Loss of Certificates. Except as otherwise provided by the
Minnesota Business Corporation Act, section 302A.419, any shareholder claiming
a certificate for shares to be lost, stolen, or destroyed shall make an
affidavit of that fact in such form as the board of directors shall require and
shall, if the board of directors so requires, give the corporation a bond of
indemnity in form, in an amount, and with one or more sureties satisfactory to
the board of directors, to indemnify the corporation against any claim which
may be made against it on account of the reissue of such certificate, whereupon
a new certificate may be issued in the same tenor and for the same number of
shares as the one alleged to have been lost, stolen or destroyed.

ARTICLE VI.
DISTRIBUTIONS, RECORD DATE

Section 6.01.  Distributions. Subject to the provisions of the articles
of incorporation, of these bylaws, and of law, the board of directors may
authorize and cause the corporation to make distributions whenever, and in such
amounts or forms as, in its opinion, are deemed advisable.

Section 6.02.  Record Date. Subject to any provisions of the articles of
incorporation, the board of directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any distribution as the record date
for the determination of the shareholders entitled to receive payment of the
distribution and, in such case, only shareholders of record on the date so
fixed shall be entitled to receive payment of such distribution notwithstanding
any transfer of shares on the books of the corporation after the record date.

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ARTICLE VII.
BOOKS AND RECORDS, FISCAL YEAR

Section 7.01.  Share Register. The board of directors of the corporation
shall cause to be kept at its principal executive office, or at another place
or places within the United States determined by the board:



| | (1) |  | a share register not more than one year old,
containing the names and addresses of the shareholders and the
number and classes of shares held by each shareholder; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | a record of the dates on which certificates or
transaction statements representing shares were issued.                                                                

Section 7.02.  Other Books and Records. The board of directors shall
cause to be kept at its principal executive office, or, if its principal
executive office is not in Minnesota, shall make available at its Minnesota
registered office within ten days after receipt by an officer of the
corporation of a written demand for them made by a shareholder or other person
authorized by the Minnesota Business Corporation Act, section 302A.461, and
made in accordance with such section, originals or copies of:



| | (1) |  | records of all proceedings of shareholders for
the last three years;                                                                                                                                                                                                                                               
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | records of all proceedings of the board for the
last three years;                                                                                                                                                                                                                                                  
|
| | (3) |  | its articles and all amendments currently in
effect;                                                                                                                                                                                                                                                               
|
| | (4) |  | its bylaws and all amendments currently in
effect;                                                                                                                                                                                                                                                                 
|
| | (5) |  | financial statements required by the Minnesota
Business Corporation Act, section 302A.463 and the financial
statements for the most recent interim period prepared in the
course of the operation of the corporation for distribution to
the shareholders or to a governmental agency as a matter of
public record;
|
| | (6) |  | reports made to shareholders generally within the
last three years;                                                                                                                                                                                                                                                
|
| | (7) |  | a statement of the names and usual business
addresses of its directors and principal officers; and                                                                                                                                                                                                                 
|
| | (8) |  | any shareholder voting or control agreements of
which the corporation is aware.                                                                                                                                                                                                                                    

Section 7.03.  Fiscal Year. The fiscal year of the corporation shall be
determined by the board of directors.

ARTICLE VIII.
LOANS, GUARANTEES, SURETYSHIP

Section 8.01.  The corporation may lend money to, guarantee an obligation
of, become a surety for, or otherwise financially assist a person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present, and:



| | (1) |  | is in the usual and regular course of business of
the corporation;                                                                                                                                                                                                            
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | is with, or for the benefit of, a related
corporation, an organization in which the corporation has a
financial interest, an organization with which the corporation
has a business relationship, or an organization to which the
corporation has the power to make donations;

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| | (3) |  | is with, or for the benefit of, an officer or
other employee of the corporation or a subsidiary, including
an officer or employee who is a director of the corporation or
a subsidiary, and may reasonably be expected, in the judgment
of the board, to benefit the corporation; or         
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (4) |  | has been approved by (a) the holders of
two-thirds of the voting power of the shares entitled to vote
which are owned by persons other than the interested person or
persons, or (b) the unanimous affirmative vote of the holders
of all outstanding shares whether or not entitled to vote.

Such loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors present approve, including, without limitation, a
pledge of or other security interest in shares of the corporation. Nothing in
this section shall be deemed to deny, limit or restrict the powers of guaranty,

surety or warranty of the corporation at common law or under a statue of the
state of Minnesota.

ARTICLE IX.
INDEMNIFICATION OF CERTAIN PERSONS

Section 9.01.  The corporation shall indemnify all officers and directors
of the corporation, for such expenses and liabilities, in such manner, under
such circumstances and to such extent as permitted by Minnesota Business
Corporation Act section 302A.521, as now enacted or hereafter amended. Unless
otherwise approved by the board of directors, the corporation shall not
indemnify any employee of the corporation who is not otherwise entitled to
indemnification pursuant to the prior sentence of this section 9.01.

ARTICLE X.
AMENDMENTS

Section 10.01.  These bylaws may be amended or altered by a vote of the
majority of the whole board of directors at any meeting. Such authority of the
board of directors is subject to the power of the shareholders, exercisable in
the manner provided in the Minnesota Business Corporation Act, section
302A.181, subd. 3, to adopt, amend, or repeal bylaws adopted, amended, or
repealed by the board of directors. After the adoption of the initial bylaws,
the board of directors shall not make or alter any bylaws fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filing vacancies in the board of directors, or fixing the number of directors
or their classifications, qualifications, or terms of office, except that the
board of directors may adopt or amend any bylaw to increase their number.

ARTICLE XI.
SECURITIES OF OTHER CORPORATIONS

Section 11.01.  Voting Securities Held by the Corporation. Unless
otherwise ordered by the board of directors, the president shall have full
power and authority on behalf of the corporation (a) to attend any meeting of
security holders of other corporations in which the corporation may hold
securities and to vote such securities on behalf of this corporation; (b) to
execute any proxy for such meeting on behalf of the corporation; or (c) to
execute a written action in lieu of a meeting of such other corporation on
behalf of this corporation. At such meeting, the president shall possess and
may exercise any and all rights and powers incident to the ownership of such
securities that the corporation possesses. The board of directors may, from
time to time, grant such power and authority to one or more other persons and
may remove such power and authority from the president or any other person or
persons.

Section 11.02.  Purchase and Sale of Securities. Unless otherwise ordered
by the board of directors, the president shall have full power and authority on
behalf of the corporation to purchase, sell, transfer or encumber any and all
securities of any other corporation owned by the corporation, and may execute
and deliver such documents as may be necessary to effectuate such purchase,
sale, transfer or encumbrance. The board of directors may, from time to time,
confer like powers upon any other person or persons.

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