Exhibit 4(c)


	
 


	
AMENDED & RESTATED BY-LAWS


	
OF


	
TENNANT COMPANY





As of November 1999


ARTICLE I


Meeting of Shareholders


Sec. 1 - Place


          Meetings
of the shareholders shall be held at the principal executive office of the
corporation in the State of Minnesota or at such other place or places as the
Board of Directors or Chief Executive Officer may from time to time designate;
provided, however, that any meeting called by or at the demand of a shareholder
or shareholders pursuant to Section 3 of this Article shall be held in the
county where the principal executive office of the corporation is located.


Sec. 2 - Annual Meeting


          The
annual meeting of shareholders shall be held in each calendar year on such date
and at such time as shall be set by the Board of Directors or by the Chief
Executive Officer of the corporation, at which meeting the shareholders shall
elect directors and transact such other business as may be properly brought
before the meeting.


Sec. 3 - Special Meeting


          Special
meetings of the shareholders may be called 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 members thereof, or at the demand of one
or more shareholders holding not less than ten percent (10%) of the voting
power of all shares of the corporation entitled to vote (except that a special
meeting for the purpose of considering any action to directly or indirectly
facilitate or effect a business combination, including any action to change or
otherwise affect the composition of the Board for that purpose, must be called
by twenty-five percent (25%) or more of the voting power of all shares of
the corporation entitled to vote) by written notice of such demand given by
such shareholder or shareholders to the Chief Executive Officer or the Chief
Financial Officer specifying the purposes of such meeting. Within 30 days
of receipt of such a demand by the Chief Executive Officer or the Chief
Financial Officer, the Board of Directors of the corporation shall cause a
special meeting of shareholders to be duly called and held on notice no later
than 90 days after receipt of such demand. If the Board of Directors fails
to cause a special meeting to be called and held as required by this Section,
the shareholder or shareholders making the demand may call the meeting by
giving notice as provided in Section 5 of this Article.







Sec. 4 - Adjournment


          Any
meeting of the shareholders may be adjourned to another date, time, or place.
If any meeting is so adjourned, no notice as to such adjourned meeting need be
given if the date, time, and place at which the meeting will be reconvened are
announced at the time of adjournment.


Sec. 5 - Notices


          Except
as provided in Section 4 of this Article, written notice of each meeting
of shareholders stating the date, time, and place, and in case of a special
meeting, the purpose or purposes, shall be given at least 10 days, but not
more than 60 days, before the date of such meeting to each shareholder of
record entitled to vote at such meeting.


Sec. 6 - Waiver of Notice


          Notice
of the date, time, place, and purpose of any meeting of the shareholders may be
waived by any shareholder. Such waiver may be given before, at, or after the
meeting 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 the transaction 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 not lawfully be considered at that meeting and
does not participate in the consideration of the item at that meeting.


Sec. 7 - Quorum; Acts of Shareholders


          The
presence, in person or by proxy, of the holders of a majority of the voting
power of shares entitled to vote at the meeting shall constitute a quorum for
the transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. Except as otherwise required by law or specified in the
Articles of Incorporation of this corporation, the shareholders shall take
action by the affirmative vote of the holders of a majority of the voting power
of the shares present at a duly held shareholders’ meeting.


Sec. 8 - Authorization Without Meeting


          Any
action which may be taken at a meeting of the shareholders may be taken without
a meeting if authorized by a written action signed by all of the holders of
shares who would be entitled to vote on that action.







Sec. 9 - Advance Notice of Business to be
Conducted


          The
business conducted at any special meeting of shareholders of the corporation
shall be limited to the purposes stated in the notice of the special meeting
pursuant to Section 5 of this Article. At any annual meeting of
shareholders of the corporation, only such business (other than the nomination
and election of directors, which shall be subject to the Articles of
Incorporation) may be conducted as shall be appropriate for consideration at
the meeting of shareholders and as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors, or
(ii) by any shareholder of the corporation entitled to vote at the meeting
who complies with the notice procedures hereinafter set forth in this Section.


	
 

	
 


	
 

	
(a)     Timing
 of Notice. For such business to be properly brought before any annual
 meeting by a shareholder, the shareholder must have given timely notice
 thereof in writing to the Secretary of the corporation. To be timely, a
 shareholder’s notice of any such business to be conducted at an annual
 meeting must be delivered to the Secretary of the corporation, or mailed and
 received at the principal executive office of the corporation, not less than
 90 days before the first anniversary of the date of the preceding year’s
 annual meeting of shareholders. If, however, the date of the annual meeting
 of shareholders is more than 30 days before or after such anniversary
 date, notice by a shareholder shall be timely only if so delivered or so
 mailed and received not less than 90 days before such annual meeting or,
 if later, within 10 days after the first public announcement of the date
 of such annual meeting. Except to the extent otherwise required by law, the
 adjournment of an annual meeting of shareholders shall not commence a new
 time period for the giving of a shareholder’s notice as required above.


	
 

	
 


	
 

	
(b)     Content
 of Notice. A shareholder’s notice to the corporation shall set forth as
 to each matter the shareholder proposes to bring before the annual meeting
 (i) a brief description of the business desired to be brought before the
 meeting and the reasons for conducting such business at the meeting,
 (ii) the name and address, as they appear on the corporation’s books, of
 the shareholder proposing such business, (iii) the class or series (if any)
 and number of shares of the corporation that are beneficially owned by the
 shareholder, and (iv) any material interest of the shareholder in such
 business.


	
 

	
 


	
 

	
(c)     Consequences
 of Failure to Give Timely Notice. Notwithstanding anything in these By-Laws
 to the contrary, no business (other than the nomination and election of
 directors) shall be conducted at any annual meeting except in accordance with
 the procedures set forth in this Section. The Chairman of the meeting shall,
 if the facts warrant, determine and declare to the meeting that business was
 not properly brought before the meeting in accordance with the provisions of
 this Section and, if the Chairman should so determine, the Chairman shall so
 declare to the meeting, and any such business not properly brought before the
 meeting shall not be transacted. Nothing in this Section shall be deemed to
 preclude discussion by any shareholder of any business properly brought
 before the meeting in accordance with these By-Laws.













	
 

	
 


	
 

	
(d)     Public
 Announcement. For purposes of this Section, “public announcement” means
 disclosure (i) when made in a press release reported by the Dow Jones
 News Service, Associated Press, or comparable national news service,
 (ii) when filed in a document publicly filed by the corporation with the
 Securities and Exchange Commission pursuant to Section 13, 14, or 15(d)
 of the Securities Exchange Act of 1934, as amended, or (iii) when mailed
 as the notice of the meeting pursuant to Section 5 of this Article.





          Notwithstanding
the foregoing provisions of this Section, a shareholder shall also comply with
all applicable requirements of Minnesota law and the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section.


ARTICLE II


Voting Rights


Sec. 1 - Shareholders Entitled to Vote


          Unless
otherwise provided in the Articles of Incorporation, or in certificates of
designation of series of stock authorized by the Articles of Incorporation,
every shareholder of record at the date fixed for the determination of the
persons entitled to vote at a meeting of shareholders, or, if no date has been
fixed, then at the date of the meeting, shall be entitled at such meeting to
one vote for each share standing in such shareholder’s name on the books of the
corporation at such date.


Sec. 2 - Record Date for Determination


          The
Board of Directors may fix a time, 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, and in such
case only shareholders of record on the date so fixed shall be entitled to
notice of and to vote at such meeting, notwithstanding any transfer of any
shares on the books of the corporation after any record date so fixed.


Sec. 3 - Casting of Vote


          A
shareholder may cast such shareholder’s vote in person or through proxy. The
appointment of a proxy shall be in writing filed with an officer of the
corporation at or before the meeting. The authority of a proxy, if not coupled
with an interest, may be terminated at will. Unless otherwise provided in the
appointment, the proxy’s authority shall cease 11 months after the
appointment. Termination of the authority of a proxy shall be made by filing
written notice of the termination with an officer of the corporation or by
filing a new written appointment of a proxy with an officer of the corporation.
Termination in either manner revokes all prior proxy appointments and is
effective when filed with an officer of the corporation.







ARTICLE III


Directors


Sec. 1 - Annual Meeting


          The
regular annual meeting of the Board of Directors shall be held without notice
at the place of and immediately following the annual meeting of shareholders,
at which time the Directors shall elect officers and transact such other
business as may properly come before the meeting.


Sec. 2 - Regular Meetings


          The
date, time, and place of regular meetings of the Board of Directors may be
established by the Board of Directors at any meeting of the Board of Directors.
Such regular meetings may be held without notice at the principal executive
office of the corporation or at such other place or places as the Board of Directors
may from time to time determine.


Sec. 3 - Special Meetings


          Special
meetings of the Board of Directors may be called at any time by any member of
the Board, to be held at the principal executive office of the corporation or
at such other place as the Director calling the meeting shall designate.


          Notices
of all special meetings of the Board of Directors shall be given to each
Director by not less than 24 hours’ service of the same by telephone, by
mail, or personally, provided that if the date, time, and place of a special
meeting have been announced at a previous meeting of the Board, no notice is
required. The notice of a special meeting need not state the purpose of the
meeting.


Sec. 4 - Quorum, Adjournment, and Voting


          A
majority of the entire Board of Directors shall be necessary to constitute a
quorum for the transaction of business, except as otherwise provided herein,
but less than a quorum may adjourn any meeting from time to time until a quorum
is present. If a quorum is present when a duly held meeting is convened, the
Directors present may continue to transact business until adjournment, even
though the withdrawal of a number of the Directors originally present leaves
less than the majority otherwise required for a quorum. If, however, the
withdrawal of a number of the
Directors originally present leaves less than the majority otherwise required
for a quorum, any single Director present may adjourn the meeting from time to
time until a quorum is present. Notice of an adjourned meeting need not be
given other than by announcement at the meeting at which adjournment is taken.
Each Director shall be entitled to one vote upon all matters coming before the
Board for action, and actions by the Board may be taken by majority vote of the
Directors present.







Sec. 5 - Waiver of Notice


          A
Director of the corporation may waive notice of the date, time, and place of a
meeting of the Board. A waiver of notice by a Director 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 Director at a meeting is a
waiver of notice of that meeting, unless the Director objects at the beginning
of the meeting to the transaction of business because the meeting is not
lawfully called or convened and thereafter does not participate in the meeting.


Sec. 6 - Electronic Communications


          A
conference among Directors by any means of communication through which the
Directors may simultaneously hear each other during the conference constitutes
a Board meeting if the same notice is given of the conference as would be
required for a meeting and if the number of Directors participating in the
conference would be sufficient to constitute a quorum at a meeting. A Director
may participate in a Board meeting not described in the immediately preceding
sentence by any means of communication through which the Director, other
Directors so participating, and all Directors physically present at the meeting
may simultaneously hear each other during the meeting. Participation in a
meeting by either means referred to in this Section 6 constitutes presence
in person at the meeting.


Sec. 7 - Absent Directors


          A
Director of the corporation may give advance written consent or opposition to a
proposal to be acted on at a Board meeting. If the 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.







Sec. 8 - Action Without a Meeting


          An
action required or permitted to be taken at a Board meeting may be taken
without a meeting by written action signed by all of the Directors. Any action
other than an action requiring shareholder approval may, if the Articles of
Incorporation so provide, be taken by written action signed by the number of
Directors that would be required to take the same action at a meeting of the
Board at which all Directors were present. The written action is effective when
signed by the required number of Directors unless a different effective time is
provided in the written action. When written action is permitted to be taken by
less than all Directors, all Directors shall be notified immediately of its
text and effective date.


Sec. 9 - Committees


          The
Board of Directors may, by resolution approved by the affirmative vote of a
majority of the Board, establish (i) such committees, if any, as the Board
shall determine, having the authority of the Board in the management of the
business of the corporation to the extent provided in any such resolution and
(ii) such committees, if any, as the Board shall determine, having only
the authority to advise the Board on, and the responsibility to report to the
Board with respect to, matters provided for in any such resolution. A committee
shall consist of one or more natural persons, who need not be Directors,
officers, employees, or stockholders of the corporation, appointed by
affirmative vote of a majority of the Directors present at a duly held Board
meeting. Committees shall be subject at all times to the direction and control
of the Board except as provided in Section 10 of this Article.


          A
majority of the members of a committee appointed by the Board 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 at a duly held Board meeting. Minutes, if any, of committee
meetings shall be made available upon request to members of the committee and
to any Director.


Sec. 10 - Special Litigation Committee


          Pursuant
to the procedure set forth in Section 9 of this Article, the Board may
establish a committee composed of one or more independent Directors or other
independent persons to determine whether it is in the best interests of the
corporation to pursue a particular legal right or remedy of the corporation and
whether to cause, to the extent permitted by law, the dismissal or
discontinuance of a particular proceeding that seeks to assert a right or
remedy on behalf of the corporation. The committee, once established, is not
subject to the direction or control of, or termination by, the Board. A vacancy
on the committee may be filled by a majority vote of the remaining committee
members. The good faith determinations of the committee are binding upon the
corporation and its Directors, officers, and shareholders to the extent
permitted by law.


Sec. 11 - Compensation of Directors


          The
Board may fix the compensation, if any, of Directors.







ARTICLE IV


Officers


Sec. 1 - Officers


          The
officers of the corporation shall consist of a Chief Executive Officer, a Chief
Financial Officer, and such other officers as may from time to time be chosen
by the Board of Directors or by officers hereafter expressly authorized to
appoint such other officers. The Chief Executive Officer shall be a Director.
The other officers need not be Directors. Any two offices may be held by the
same person.


Sec. 2 - Election


          The
Chief Executive Officer, the Chief Financial Officer, and such other officers
as the Board of Directors determines shall be elected by the Board of Directors
at its annual meeting.


Sec. 3 - Duties and Compensation


          The
officers of the corporation shall perform the duties specified in these
By-Laws, and in addition thereto, such other duties as may be assigned or
delegated to them from time to time by the Board of Directors, the Chief
Executive Officer, or the Chief Financial Officer, provided that the Chief
Executive Officer and the Chief Financial Officer may assign or delegate to
other officers only those duties which such assigning or delegating officer,
whether the Chief Executive Officer or the Chief Financial Officer, is
authorized to perform pursuant to these By-Laws or by resolution of the Board
of Directors. The compensation of the Chief Executive Officer, the Chief
Financial Officer, and such other officers as may be designated by the Board of
Directors shall be fixed by the Board of Directors.


Sec. 4 - Chief Executive Officer


          The
Chief Executive Officer of the corporation shall have general and active
management of business of the corporation and general supervision of the
officers of the corporation, subject to the direction and authority of the
Board of Directors, shall see that all orders and resolutions of the Board of
Directors are carried into effect, shall preside at all meetings of the
shareholders and meetings of the Board of Directors (except to the extent that
these By-Laws vest in the Chairman of the Board of Directors, if any, the duty
of presiding at Directors’ meeting), shall, in the event that no Secretary
shall be designated by Board of Directors, perform the duties specified in
these By-Laws to be performed by the Secretary and shall perform such other
duties as are hereafter provided for the Chief Executive Officer in these
By-Laws or as the Board of Directors shall determine.







Sec. 5 - Chairman of the Board of Directors


          The
Chairman of the Board of Directors, if any, shall preside at Directors’
meetings and shall perform such other duties as the Board of Directors shall
determine.


Sec. 6 - Chief Financial Officer


          The
Chief Financial Officer of the corporation shall keep full and accurate
accounts of all assets, liabilities, commitments, receipts, disbursements, and
other financial transactions of the corporation in books belonging to the corporation;
shall have the custody of the corporate funds and securities and shall keep
full and accurate accounts thereof; shall deposit all monies and other valuable
effects, in the name and to the credit of the corporation, in such depositories
as may be designated from time to time; and shall disburse funds and see that
all expenditures are made in accordance with procedures duly established from
time to time by the corporation. The Chief Financial Officer shall cause
regular audits of the books of accounts and records of the corporation to be
made for delivery to the Board of Directors and Chief Executive Officer; shall
render financial statements at all meetings of the Board of Directors at which
such statements are requested by the Chief Executive Officer or the Board of
Directors; shall render, whenever requested by the Chief Executive Officer or
the Board of Directors, an account of all of such officer’s transactions as
Chief Financial Officer and of the financial condition of the corporation to
the requesting party; and shall render a full financial report at the annual
meeting of shareholders of the corporation, if called upon so to do.


Sec. 7 - President and Vice President


          The
President, if any, and each Vice President, if any, designated by the Board of
Directors shall perform such functions as are specified by the Board of
Directors in designating such President or Vice President or which are assigned
or delegated to such officer or officers from time to time pursuant to Section
3 of this Article. Any one or more of the Vice Presidents may be designated by
the Board of Directors as Senior Vice Presidents or Executive Vice Presidents.


          In
the event that the Chief Executive Officer dies or becomes incompetent, the
duties of Chief Executive Officer shall be assumed by the President, if any, or
in the event of the President’s death or incompetency (or if there is no
President), by the highest ranking Senior, Executive, or other Vice President.
The determination of who is the highest ranking of two or more persons holding
the same office shall, in the absence of specific designation by the Board of
Directors, be made on the basis of the earliest date of appointment or election
or, in the event of simultaneous appointment or election, on the basis of the
longest continuous employment by the corporation.







Sec. 8 - Secretary and Assistant Secretaries


          Unless
reserved by the Board of Directors to another officer, the Secretary, if any,
shall keep the stock book of the corporation, keep minutes of all the meetings
of the shareholders and the Board of Directors and issue notices of meetings of
shareholders and the Board of Directors in accordance with the By-Laws. The
Secretary, in any, designated by the Board of Directors and each Assistant
Secretary, if any, designated by the Board of Directors or appointed by the
Secretary shall perform any further duties assigned or delegated to such
officer or officers from time to time pursuant to Section 3 of this Article
(or, in the case of an Assistant Secretary, such duties of the Secretary as
shall be delegated by the Secretary to such Assistant Secretary). The Secretary
is hereby authorized to appoint one or more Assistant Secretaries.


Sec. 9 - Treasurer and Assistant Treasurers


          The
Treasurer, if any, designated by the Board of Directors and each Assistant
Treasurer, if any, designated by the Board of Directors or appointed by the
Treasurer shall perform such functions as are specified by the Board of
Directors in designating such Treasurer or Assistant Treasurers or which are
assigned or delegated to such officer or officers from time to time pursuant to
Section 3 of this Article (or, in the case of an Assistant Treasurer, such
duties of the Treasurer as shall be delegated by the Treasurer to such
Assistant Treasurer). The Treasurer is hereby authorized to appoint one or more
Assistant Treasurers.


Sec. 10 - Vacancies


          In
case of a vacancy in any office, such vacancy may, and in the case of the Chief
Executive Officer or the Chief Financial Officer shall, be filled for the
remainder of the term by the Board of Directors. In case of the absence or
temporary disability of any officer, the person designated by the Board of
Directors, if any, shall temporarily perform the duties of such office.


Sec. 11 - Term of Office


          The
officers of the corporation shall hold office until their successors are
elected and qualify. Any officer of the corporation may be removed at any time,
with or without cause, without prejudice to the contractual rights of the
person so removed, by the affirmative vote of a majority of the Directors
present at a meeting.







ARTICLE V


Capital Stock


Sec. 1 - Certificated and Uncertificated
Shares


          Shares
of the corporation may be certificated or uncertificated. The certificates of
shares of the corporation, if any, shall be signed by the Chief Executive
Officer (as the sole signing officer or together with such other officer or
officers, if any, as the Chief Executive Officer may deem appropriate) or by
such other officer as the Board of Directors may designate from time to time;
but when a certificate is signed by a transfer agent or registrar, the
signature of any such officer of the corporation may be a facsimile, engraved
or printed.


Sec. 2 - Declaration of Dividends


          The
Board of Directors shall have the authority to declare dividends upon the
shares of the corporation to the extent permitted by law.


ARTICLE VI


Indemnification


          To
the full extent required by Minnesota Statutes, Section 302A.521, as amended
from time to time, or by other provisions of law, each person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed civil, criminal, administrative, arbitration, or investigative action,
suit, or proceeding (including a proceeding by or in the right of the
corporation wherever brought) by reason of the fact that (1) such person is or
was a Director of the corporation, (2) such person is or was a member of a
committee of the Board of Directors, an officer or an employee of the
corporation, or (3) such person while serving as a Director, officer, or
employee of the corporation, shall, at the request of the corporation or in
connection with his duties in that position, be serving or have served as a
Director, officer, partner, trustee, employee, or agent of another corporation,
employee benefit plan, or other organization or enterprise, shall be
indemnified by the corporation against judgments, penalties, fines, including
without limitation excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys’ fees and disbursements, incurred by such person in connection with
such action, suit, or proceeding. Nothing stated herein shall be deemed to
limit the right of the Board of Directors to insure, to the extent permitted by
law, Directors, officers, committee members, and employees of the corporation,
at the corporation’s expense, against any liability or to limit the right of
the corporation to indemnify other persons by contract or otherwise, or to
insure, to the extent permitted by law, other persons, at the corporation’s
expense, against liability.







ARTICLE VII


Miscellaneous


Sec. 1 - Execution of Instruments


          All
deeds, mortgages, bonds, notes, checks, contracts, and other instruments
pertaining to the business and affairs of the corporation shall, subject to the
Chief Executive Officer’s right of delegation under Article IV, be signed on behalf
of the corporation by the Chief Executive Officer, except that if the authority
to sign and deliver such documents is required by law to be exercised by
another person or persons or is expressly delegated by the Board to such other
person or persons, such document may be signed by such other person or persons
(including without limitation officers and non-officers) as may be designated
from time to time by the Board of Directors.


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


Sec. 2 - Voting Stock of Other Corporations


          Except
to the extent expressly delegated by the Board of Directors to another person
or persons, the Chief Executive Officer of the corporation shall, on behalf of
the corporation, vote, in person or by proxy, all stock owned of record by the
corporation in all corporations, including with limitation subsidiaries of the
corporation, and exercise on behalf of the corporation all other rights and
powers of the corporation as the owner of such stock.


Sec. 3 - Advances


          The
corporation may, without a vote of the Directors, advance money to its
Directors, officers, or employees to cover expenses that can reasonably be
anticipated to be incurred by them in the performance of their duties and for
which they would be entitled to reimbursement in the absence of an advance.