**EXHIBIT 3.2**

**AMENDED ANDRESTATED BYLAWSofMENTOR CORPORATIONContaining all amendments through September 14, 2005**

**SHAREHOLDERS**

**Section1.01  Place of Meetings; Authorization of Remote Communication**.  Each meeting of the shareholdersshall be held at the principal executive office of the Corporation or at suchother place as may be designated by the Board of Directors or the Chief Executive Officer; provided, however, that anymeeting called by or at the demand of a shareholder or shareholders shall beheld in the 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.

**Section1.02  Annual Meetings**. The Board of Directors shall fix the date for the annualmeeting of shareholders which is to be held in each calendar year. At theannual meeting, the shareholders shall designate the number of directors to constitutethe Board of Directors, shall elect directors and shalltransact such other business as may properly come before them; provided,however, that no business with respect to which special notice is required bylaw shall be transacted unless such notice shall have been given.

**Section1.03  Special Meetings**.  A special meeting of the shareholders may be called for any purposeor purposes at any time by the Chief Executive Officer; by the Chief FinancialOfficer; by the Board of Directors or anytwo or more members thereof; or by one or more shareholders holding not lessthan ten percent of the voting power of all shares of the Corporation entitledto vote, who shall demand such special meeting by written notice given to theChief Executive Officer or the Chief Financial Officer of the Corporationspecifying the purposes of such meeting, except that a special meeting for thepurpose of considering any action to directly or indirectly facilitate oreffect a business 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 ofthe voting power of all shares entitled to vote.

**Section1.04  Meetings Held Upon Shareholder Demand**.  Within 30 days of receipt of a demand by the ChiefExecutive Officer or the Chief Financial Officer from any shareholder orshareholders entitled to call a meeting of the shareholders, it shall be theduty of the Board of Directors of theCorporation to cause a special or regular meeting of shareholders, as the casemay be, to be duly called and held on notice no later than ninety days afterreceipt of such demand. If the Board of Directors fails to cause such a meeting to be called and held as required by thisSection, the shareholder or shareholders making the demand may call the meetingby giving notice as provided in Section 1.06 hereof at the expense of theCorporation.

**Section1.05  Notice of Meetings.**  Except when a meeting of shareholders is an adjourned meeting to beheld not more than 120 days after the date fixed for the original meeting andthe date, time, and place of such meeting were announced at the time of theoriginal meeting or any adjournment of the original meeting, notice of allmeetings shall be given to every holder of shares entitled to vote.  Suchnotice shall contain the date, time, and place of the shareholder meeting andany other information required by law.  In the case of a special meeting, thenotice shall contain a statement of the purpose or purposes of the meeting. The notice may also contain any other information deemed necessary or desirableby the Board of Directors or by anyother person or persons calling the meeting.

Unless adifferent minimum notice period has been fixed by applicable law, the Articlesof Incorporation, or these Bylaws, notice of all meetings, including meetingsfor consideration of the sale or other disposition of all or substantially allof the assets of the Corporation, shall be given not less ten nor more thansixty 60 days before the date of the meeting.

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In theevent that a plan of merger or exchange is to be considered at a meeting ofshareholders, written notice of such meeting shall be given to everyshareholder, whether or not entitled to vote, not less than 14 nor more than 60days before the date of the meeting.  Such a notice shall contain the date,time, and place of the shareholder meeting, shall state that a purpose of suchmeeting 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 ofall meetings shall be given to each eligible shareholder either by oralcommunication, by mailing a copy of the notice to an address designated by theshareholder or to the last known address of the shareholder, by handing a copyto the shareholder, or by any other delivery that conforms to law, including,without limitation, electronic communication if consent is given by ashareholder.  Notice shall be deemed received when it is given.  Notice by mailshall be deemed given when deposited in the United States mail with sufficientpostage affixed.  Notice by electronic communication shall be deemed given (1) ifby facsimile communication, when directed to a telephone at which theshareholder has consented to receive notice; (2) if by electronic mail, whendirected to an electronic mail address at which the shareholder has consentedto give notice; (3) if by a posting on an electronic network on which theshareholder has consented to receive notice, together with separate notice tothe shareholder of specific posting, upon the later of: (i) the posting; and(ii) the giving of separate notice; and (4) if by any other form of electroniccommunication by which the shareholder has consented to receive notice, whendirected to the shareholder.  Consent by a shareholder to notice given byelectronic communication may be given in writing or by authenticated electroniccommunication.  The Corporation is entitled to rely on any consent so givenuntil revoked by the shareholder, provided that no revocation affects thevalidity of any notice given before receipt by the Corporation of revocation ofthe consent.

**Section1.06  Waiver of Notice**.  A shareholder may waive notice of the date, time, place and purposeor purposes of a meeting of shareholders. A waiver of notice by a shareholderentitled to notice is effective whether given before, at or after the meeting,and whether given in writing, orally or by attendance. Attendance by ashareholder at a meeting is a waiver of notice of that meeting, unless theshareholder objects at the beginning of the meeting to the transaction ofbusiness because the meeting is not lawfully called or convened, or objectsbefore a vote on an item of business because the item may not lawfully beconsidered at that meeting and does not participate in the consideration of theitem at that meeting.  

**Section1.07  Quorum; Adjourned Meetings**.  The holders of a majority of the shares outstanding andentitled to vote shall constitute a quorum for the transaction of business atany annual or special meeting. In case a quorum shall not be present at ameeting, those present shall adjourn to such day as they shall by majority voteagree upon, and a notice of such adjournment shall be mailed to eachshareholder entitled to vote at least five days before such adjourned meeting.If a quorum is present, a meeting may be adjourned from time to time without noticeother than announcement at the meeting. At adjourned meetings at which a quorumis present, any business may be transacted which might have been transacted atthe meeting as originally noticed. If a quorum is present, the shareholders maycontinue to transact business until adjournment notwithstanding the withdrawalof enough shareholders to leave less than a quorum.

**Section1.08  Voting.  Subdivision 1**. A shareholder shall have one vote for each share heldwhich is entitled to vote. Except as otherwise required by law, a holder ofshares 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 tohave voted all of the shares in that way.

Subdivision2.  The Board may fix a date not more than 60 days before the date of a meetingof shareholders as the date for the determination of the holders of sharesentitled to notice of and entitled to vote at the meeting. When a date is sofixed, only shareholders on that date are entitled to notice of and permittedto vote at that meeting of shareholders.

Subdivision3.  The shareholders shall take action by the affirmative vote of the holdersof a majority of the voting power of the shares present and entitled to vote,except when a different vote is required by law or the Articles ofIncorporation.

**Section1.09  Proxies**.  Ashareholder may cast or authorize the casting of a vote by filing a writtenappointment of a proxy with an officer of the corporation at or before themeeting at which the appointment is to be effective.

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**Section1.10  Action Without a Meeting**.  Any action required or permitted to be taken at a meetingof the shareholders of the Corporation may be taken without a meeting bywritten 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 byauthenticated electronic communication, by all of those shareholders, unless adifferent effective time is provided in the written action.

**Section1.11  Remote Communications for Shareholder Meetings**.  The Board of Directors is authorized to hold regular orspecial meetings of the shareholders solely by means of remote communicationthrough which the shareholders may participate in the meeting, if notice of themeeting is given to every holder of shares entitled to vote, and if the numberof shares held by the shareholders participating in the meeting would besufficient to constitute a quorum at the meeting.  Furthermore, the Board of Directors is authorized to determine that ashareholder not physically present in person or by proxy at a regular or specialmeeting of shareholders may, by means of remote communication, participate in ameeting of shareholders held at a designated place.  In any meeting ofshareholders held solely by means of remote communication or in any meeting ofshareholders held at a designated place in which one or more shareholdersparticipate by means of remote communication the Corporation must implementreasonable measures to verify that each person deemed present and entitled tovote at the meeting by means of remote communication is a shareholder; and theCorporation must implement reasonable measures to provide each shareholderparticipating by means of remote communication with a reasonable opportunity toparticipate in the meeting, including an opportunity to:  (i) read or hear theproceedings of the meeting substantially concurrently with those proceedings;(ii) if allowed by the procedures governing the meeting, have the shareholder'sremarks heard or read by other participants in the meeting substantiallyconcurrently with the making of those remarks; and (iii) if otherwise entitled,vote on matters submitted to the shareholders.

** DIRECTORS**

**Section 2.01  Number, Qualifications and Term of Office**.  The number of directors shall beestablished by resolution of the shareholders at a number not less than three,subject to the right of the Board of Directors by resolution to increase suchnumber of directors by no more than two over the number last established by theshareholders.  Directors need not be shareholders.  Each of the directors shallhold office until the annual meeting of shareholders next held after his or herelection and until he or she shall resign or have been removed as hereinafterprovided.

**Section2.02  Vacancies**.  Ifthere be a vacancy among the directors of this Corporation by reason of death,resignation, increase in the number of directors required by Section 2.01 orotherwise, such vacancy shall be filled for the unexpired term by a majority ofthe remaining directors of the Board, and each person so elected shall be adirector until his successor is elected by the shareholders, who may make suchelection at their next annual meeting or at any meeting duly called for thatpurpose.

**Section2.03  Removal**.  Theentire Board of Directors or anyindividual director may be removed from office, with or without cause, by avote of the shareholders holding a majority of the shares entitled to vote atan election of directors, except as otherwise provided by law where theshareholders have the right to cumulate their votes. In the event that theentire Board or any one or more directors be so removed, new directors shall beelected at the same meeting.

**Section2.04  Place of Meetings; Meetings by Remote Communication**.  Each meeting of the Board of Directors shall be held at the principalexecutive office of the Corporation or at such other place as may be designatedfrom time to time by a majority of the members of the Board.  The Board of Directors may determine that a meeting of theBoard of Directors shall be held solely by one or moremeans of remote communication through which all of the directors mayparticipate with each other during the meeting.  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 a meeting by that means constitutespresence at the meeting.

**Section2.05  Regular Meetings**.  Regular meetings of the Board of Directors for the election of officers and the transaction of anyother business shall be held without notice at the place of and immediatelyafter each regular meeting of the shareholders.

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**Section2.06  Special Meetings**.  A special meeting of the Board of Directors may be called for any purpose or purposes at any time byany member of the Board by giving not less than 24 hours' notice to alldirectors of the date, time and place of the meeting, provided that when noticeis mailed, at least four days' notice shall be given. The notice need not statethe purpose of the meeting.

**Section 2.07  Waiver of Notice:Previously Scheduled Meetings**.  Subdivision 1. A director of theCorporation may waive notice of the date, time and place of a meeting of theBoard. A waiver of notice by a director entitled to notice is effective whethergiven before, at or after the meeting, and whether given in writing, orally orby attendance. Attendance by a director at a meeting is a waiver of notice ofthat meeting, unless the director objects at the beginning of the meeting to thetransaction of business because the meeting is not lawfully called or convenedand thereafter does not participate in the meeting.

Subdivision2.  If the day or date, time and place of a Board meeting have been providedherein or announced at a previous meeting of the Board, no notice is required.Notice of an adjourned meeting need not be given other than by announcement atthe meeting at which adjournment is taken of the date, time and place at whichthe meeting will be reconvened.

**Section2.08  Quorum; Acts of Board**.  The presence of a majority of the directors currently holding officeshall be necessary to constitute a quorum for the transaction of business. Inthe absence of a quorum, a majority of the directors present may adjourn ameeting from time to time without further notice until a quorum is present. Ifa quorum is present when a duly held meeting is convened, the directors presentmay continue to transact business until adjournment, even though the withdrawalof a number of the directors originally present leaves less than the proportionor number otherwise required for a quorum. Except as otherwise required by lawor specified in the Articles of Incorporation of the Corporation, the Boardshall take action by the affirmative vote of a majority of the directorspresent at a duly held meeting.

**Section2.09  Absent Directors**.  A director of the Corporation may give advance written consent oropposition to a proposal to be acted on at a Board meeting. If the director isnot present at the meeting, consent or opposition to a proposal does notconstitute presence for purposes of determining the existence of a quorum, butconsent or opposition shall be counted as a vote in favor of or against theproposal and shall be entered in the minutes or other record of action at themeeting, if the proposal acted on at the meeting is substantially the same orhas substantially the same effect as the proposal to which the director hasconsented or objected.

**Section2.10  Action Without a Meeting**.  An action required or permitted to be taken at a boardmeeting may be taken without a meeting by written action signed, or consentedto by authenticated electronic communication, by all of the directors. Anyaction, other than an action requiring shareholder approval, if the Articles ofIncorporation so provide, may be taken by written action signed, or consentedto by authenticated electronic communication, by the number of directors thatwould be required to take the same action at a meeting of the Board at whichall directors were present. The written action is effective when signed, orconsented to by authenticated electronic communication, by the required numberof directors, unless a different effective time is provided in the writtenaction. When written action is permitted to be taken by less than alldirectors, all directors shall be notified immediately of its text andeffective date.

**Section2.11  Committees**. Subdivision 1. A resolution approved by the affirmative vote of a majority ofthe Board may establish committees having the authority of the Board in themanagement of the business of the Corporation only to the extent provided inthe resolution. Committees shall be subject at all times to the direction andcontrol of the Board, except special litigation committees and committeesformed pursuant to Minnesota Statutes Section 302A.673, subdivision 1(d).

Subdivision2.  A committee shall consist of one or more natural persons, who need not bedirectors, appointed by affirmative vote of a majority of the directors presentat a duly held Board meeting.

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Subdivision3.  Section 2.04 and Sections 2.06 to 2.10 hereof shall apply to committees andmembers of committees to the same extent as those sections apply to the Boardand directors.

Subdivision4.  Minutes, if any, of committee meetings shall be made available upon requestto members of the committee and to any director.

**Section2.12  Committee of Disinterested Persons**.  Pursuant to the procedure set forth in Section 2.11, theBoard may establish a committee composed of two or more disinterested directorsor other disinterested persons to determine whether it is in the best interestsof the Corporation to pursue a particular legal right or remedy of theCorporation and whether to cause the dismissal or discontinuance of aparticular proceeding that seeks to assert a right or remedy on behalf of theCorporation. The committee, once established, is not subject to the directionor control of, or termination by, the Board. A vacancy on the committee may befilled by a majority vote of the remaining committee members. The good faithdeterminations of the committee are binding upon the Corporation and itsdirectors, officers and shareholders. The committee terminates when it issues awritten report of its determinations to the Board.

**Section2.14  Compensation**. The Board may fix the compensation, if any, of directors.

**OFFICERS**

**Section3.01  Number and Designation**.  The Corporation shall have one or more natural personsexercising the functions of the offices of Chief Executive Officer and ChiefFinancial Officer. The Board of Directors may elector appoint such other officers or agents as it deems necessary for theoperation and management of the Corporation, with such powers, rights, dutiesand responsibilities 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.

**Section3.02  Chief Executive Officer**.  Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Executive Officer (a)shall have general active management of the business of the Corporation; (b)shall, when present, preside at all meetings of the shareholders and Board of Directors; (c) shall see that all orders andresolutions of the Board are carried into effect; (d) may maintain records ofand certify proceedings of the Board and shareholders; and (e) shall performsuch other duties as may from time to time be assigned by the Board of Directors.

**Section3.03  Chief Financial Officer**.  Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Financial Officer (a)shall keep accurate financial records for the Corporation; (b) shall depositall monies, drafts and checks in the name of and to the credit of theCorporation in such banks and depositories as the Board of Directors shall designate from time to time;(c) shall endorse for deposit all notes, checks and drafts received by theCorporation as ordered by the Board, making proper vouchers therefor; (d) shalldisburse 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, wheneverrequested, an account of all of such officers transactions as Chief FinancialOfficer and of the financial condition of the Corporation; and (f) shallperform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer fromtime to time.

**Section3.04  President**. Unless otherwise determined by the Board, the President shall be the ChiefExecutive Officer of the Corporation. If an officer other than the President isdesignated Chief Executive Officer, the President shall perform such duties asmay from time to time be assigned by the Board of Directors.

**Section3.05  Vice Presidents**. Any one or more Vice Presidents, if any, may be designated by the Board of Directors as Executive Vice Presidents orSenior Vice Presidents. During the absence or disability of the President, itshall be the duty of the highest ranking Executive Vice President, and, in theabsence of any such Vice President, it shall be the duty of the highest rankingSenior Vice President or other Vice President, who shall be present at the timeand able to act, to perform the duties of the President. The determination ofwho is the highest ranking of two or more persons holding the same officeshall, in the absence of specific designation of order of rank by the Board of Directors, be made on the basis of theearliest date of appointment or election, or, in the event of simultaneousappointment or election, on the basis of the longest continuous employment bythe Corporation.

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**Section3.06  Secretary.** The Secretary, unless otherwise determined by the Board, shall attend allmeetings of the shareholders and all meetings of the Board of Directors, shall record or cause to berecorded all proceedings thereof in a book to be kept for that purpose, and maycertify such proceedings. Except as otherwise required or permitted by law orby these Bylaws, the Secretary shall give or cause to be given notice of allmeetings of the shareholders and all meetings of the Board of Directors.

**Section3.07  Treasurer**. Unless otherwise determined by the Board, the Treasurer shall be the ChiefFinancial Officer of the Corporation. If an officer other than the Treasurer isdesignated Chief Financial Officer, the Treasurer shall perform such duties asmay from time to time be assigned by the Board of Directors.

**Section3.08  Authority and Duties**.  In addition to the foregoing authority and duties, all officers ofthe Corporation shall respectively have such authority and perform such dutiesin the management of the business of the Corporation as may be designated fromtime 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.

**Section3.09  Term**. Subdivision 1.  All officers of the Corporation shall hold office until theirrespective successors are chosen and have qualified or until their earlierdeath, resignation or removal.

Subdivision2.  An officer may resign at any time by giving written notice to theCorporation. The resignation is effective without acceptance when the notice isgiven to the Corporation, unless a later effective date is specified in thenotice.

Subdivision3.  An officer may be removed at any time, with or without cause, by aresolution approved by the affirmative vote of a majority of the directorspresent at a duly held Board meeting.

Subdivision4.  A vacancy in an office because of death, resignation, removal,disqualification or other cause may, or in the case of a vacancy in the officeof Chief Executive Officer or Chief Financial Officer shall, be filled for theunexpired portion of the term by the Board.

**Section3.10 Compensation**. The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by the Chief Executive Officerif authorized by the Board.

**INDEMNIFICATION**

**Section4.01  Indemnification**. The Corporation shall indemnify such persons, for such expenses andliabilities, in such manner, under such circumstances, and to such extent, asrequired or permitted by Minnesota Statutes, Section 302A.521, as amended fromtime to time, or as required or permitted by other provisions of law; provided,however, that the Corporation shall not make advances to any person other thana director of the Corporation or of another corporation at least 80% of thecommon stock of all classes of which is owned directly or indirectly by theCorporation (a "Subsidiary") or an officer of the Corporation or of aSubsidiary who was elected by the directors of the Corporation or Subsidiary,as the case may be; and provided, further, that the Corporation shall notindemnify any person, other than a director of the Corporation or of aSubsidiary or an officer of the Corporation or of a Subsidiary who was electedby the directors, in respect of any judgment, penalty, fine, excise tax,settlement, expense or other matter for which such person shall have beenfinally determined to be liable by reason of his or her negligence,recklessness or willful misconduct.

**Section4.02  Insurance**. The Corporation may purchase and maintain insurance on behalf of any person insuch person's official capacity against any liability asserted against andincurred by such person in or arising from that capacity, whether or not theCorporation would otherwise be required to indemnify the person against theliability.

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**SHARES**

**Section5.01  Certificated and Uncertificated Shares**.  Subdivision 1.  The shares of the Corporationshall be either certificated shares or uncertificated shares. Each holder ofduly issued certificated shares is entitled to a certificate of shares.

Subdivision2.  Each certificate of shares of the Corporation shall bear the corporateseal, if any, and shall be signed by the Chief Executive Officer, or thePresident or any Vice President, and the Chief Financial Officer, or theSecretary or any Assistant Secretary, but when a certificate is signed by atransfer agent or a registrar, the signature of any such officer and thecorporate seal upon such certificate may be facsimiles, engraved or printed. Ifa person signs or has a facsimile signature placed upon a certificate while anofficer, transfer agent or registrar of the Corporation, the certificate may beissued by the Corporation, even if the person has ceased to serve in thatcapacity before the certificate is issued, with the same effect as if theperson had that capacity at the date of its issue.

Subdivision3.  A certificate representing shares issued by the Corporation shall, if theCorporation is authorized to issue shares of more than one class or series, setforth upon the face or back of the certificate, or shall state that theCorporation will furnish to any shareholder upon request and without charge, afull statement of the designations, preferences, limitations and relativerights of the shares of each class or series authorized to be issued, so far asthey have been determined, and the authority of the Board to determine therelative rights and preferences of subsequent classes or series.

Subdivision4.  A resolution approved by the affirmative vote of a majority of thedirectors present at a duly held meeting of the Board may provide that some orall of any or all classes and series of the shares of the Corporation will beuncertificated shares. Any such resolution shall not apply to sharesrepresented by a certificate until the certificate is surrendered to theCorporation.

**Section5.02  Declaration of Dividends and Other Distributions**.  The Board of Directors shall have the authority to declaredividends (and other distributions) upon the shares of the Corporation to theextent permitted by law.

**Section5.03  Transfer of Shares**.  Shares of the Corporation may be transferred only on the books of theCorporation by the holder thereof, in person or by such person's attorney. Inthe case of certificated shares, shares shall be transferred only uponsurrender and cancellation of certificates for a like number 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.

**Section5.04  Record Date**. The Board of Directors may fix a time, not exceeding sixtydays preceding the date fixed for the payment of any dividend or otherdistribution, as a record date for the determination of the shareholdersentitled to receive payment of such dividend or other distribution, and in suchcase only shareholders of record on the date so fixed shall be entitled toreceive payment of such dividend or other distribution, notwithstanding anytransfer of any shares on the books of the Corporation after any record date sofixed.

**MISCELLANEOUS**

**Section6.01  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.

Subdivision2.  If a document must be executed by persons holding different offices orfunctions and one person holds such offices or exercises such functions, thatperson may execute the document in more than one capacity if the documentindicates each such capacity.

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**Section 6.02  Advances**.  TheCorporation may, without a vote of the directors, advance money to itsdirectors, officers or employees to cover expenses that can reasonably beanticipated to be incurred by them in the performance of their duties and forwhich they would be entitled to reimbursement in the absence of an advance.

**Section 6.03  Corporate Seal**. The seal of the Corporation, if any, shall be a circular embossed seal havinginscribed thereon the name of the Corporation and the following words:

**"Corporate Seal Minnesota"**

**Section6.04  Fiscal Year**. The fiscal year of the Corporation shall be determined by the Board of Directors.

**Section6.05  Amendments**. The Board of Directors shall have the power to adopt,amend or repeal the Bylaws of the Corporation, subject to the power of theshareholders to change or repeal the same, provided, however, that the Boardshall not adopt, amend or repeal any Bylaw fixing a quorum for meetings ofshareholders, prescribing procedures for removing directors or filling vacanciesin 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.

**Section6.06 Definitions**. The following words or phrases when used in these Bylaws have the meanings setforth below:

(1)        "ElectronicCommunication" means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained,retrieved, and reviewed by a recipient of the communication, and that may bedirectly reproduced in paper form by the recipient through an automatedprocess.

(2)        "RemoteCommunication" means communication via electronic communication,conference telephone, video conference, the Internet, or such other means bywhich persons not physically present in the same location may communicate witheach other on a substantially simultaneous basis.

(3)        "Authenticated"means, with respect to an electronic communication, that the communication isdelivered to the principal place of business of the Corporation, or to anofficer or agent of the Corporation authorized by the Corporation to receivethe communication, and that the communication sets forth information from whichthe Corporation can reasonably conclude that the communication was sent by thepurported sender.

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