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RESTATED
BY-LAWS
of
HUTCHINSON TECHNOLOGY INCORPORATED SHAREHOLDERS Section 1.01     Place of Meetings. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or at such other
place as may be designated by the Board (the Board) or the Chief Executive
Officer; provided, however, that any meeting called by or at the demand of a
shareholder or shareholders shall be held in the county where the principal
executive office of the Corporation is located. Section 1.02     Regular Meetings. Regular meetings of the shareholders may
be held on an annual or other less frequent basis as determined by the Board or
the Chief Executive Officer; provided, however, that if a regular meeting has
not been held during the immediately preceding 15 months, a shareholder or
shareholders holding three percent or more of the voting power of all shares
entitled to vote may demand a regular meeting of shareholders by written demand
given to the Chief Executive Officer or Chief Financial Officer of the
Corporation. At each regular meeting the shareholders shall elect qualified
successors for directors whose terms have expired or are due to expire within
six months after the date of the meeting and may transact any other business;
provided, however, that no business with respect to which special notice is
required by law shall be transacted unless such notice shall have been given. Section 1.03     Special Meetings. A special meeting 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 or any two or more
members thereof; or by one or more shareholders holding not less than ten
percent 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 shareholders holding 25 percent or more of the
voting power of all shares of the Corporation entitled to vote), who shall
demand such special meeting by written notice given to the Chief Executive
Officer or the Chief Financial Officer of the Corporation specifying the
purposes of such meeting. Section 1.04     Meetings Held Upon Shareholder Demand. Within 30 days afterreceipt of a demand by the Chief Executive Officer or the Chief Financial
Officer from any shareholder or shareholders entitled to call a meeting of the
shareholders, it shall be the duty of the Board of the Corporation to cause a
special or regular meeting of shareholders, as the case may be, to be duly
called and held on notice no later than 90 days after receipt of such demand.
If the Board fails to cause such a 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 1.06 hereof at the expense of
the Corporation.




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Section 1.05     Adjournments. Any meeting of the shareholders may be
adjourned from time to time to another date, time and place. If any meeting of
the shareholders is so adjourned, no notice as to such adjourned meeting need
be given if the adjourned meeting is to be held not more than 120 days after
the date fixed for the original meeting and the date, time and place at which
the meeting will be reconvened are announced at the time of adjournment. Section 1.06     Notice of Meetings. Unless otherwise required by law,
written notice of each meeting of the shareholders, stating the date, time and
place and, in the case of a special meeting, the purpose or purposes, shall be
given at least ten days and not more than 60 days prior to the meeting to every
holder of shares entitled to vote at such meeting except as specified in
Section 1.05 or as otherwise permitted by law. Notice may be given to a
shareholder by means of electronic communication if the requirements of
Minnesota Statutes Section 302A.436, Subdivision 5, as amended from time to
time, are met. Notice to a shareholder also effectively is given if the notice
is addressed to the shareholder or a group of shareholders in a manner
permitted by the rules and regulations under the Securities Exchange Act of
1934, as amended. The business transacted at a special meeting of
shareholders is limited to the purposes stated in the notice of the meeting. Section 1.07     Waiver of Notice. A shareholder may waive notice of the
date, time, place and purpose or purposes of a meeting of shareholders. A
waiver of notice by a shareholder entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally, by
authenticated electronic communication or by attendance. Attendance by a
shareholder at a meeting, including attendance by means of remote
communications, 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. Section 1.08     Quorum; Acts of Shareholders. The holders of a majority of
the voting power of the shares entitled to vote at a shareholders meeting are a
quorum for the transaction of business. If a quorum is present when a duly
called or held meeting is convened, the shareholders present may continue to
transact business until adjournment, even though the withdrawal of a number of
the shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. Except as otherwise required by law or
specified in the Articles of Incorporation of the Corporation, the shareholders
shall take action by the affirmative vote of the holders of the greater of (a)
a majority of the voting power of the shares present and entitled to vote on
that item of business or (b) a majority of the voting power of the minimum
number of shares entitled to vote that would constitute a quorum for the
transaction of business at a duly held meeting of shareholders. 2




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Section  1.09     Voting Rights. Subdivision 1. A shareholder shall have one
vote for each share held which is entitled to vote. Except as otherwise
required by law, a holder of shares entitled to vote may vote any portion of
the shares in any way the shareholder chooses. If a shareholder votes without
designating the proportion or number of shares voted in a particular way, the
shareholder is deemed to have voted all of the shares in that way. Subdivision 2. The Board or, if permitted by law, the Chief Executive
Officer may fix a date not more than 60 days before the date of a meeting of
shareholders as the date for the determination of the holders of shares
entitled to notice of and entitled to vote at the meeting. When a date is so
fixed, only shareholders on that date are entitled to notice of and permitted
to vote at that meeting of shareholders. Section  1.10     Proxies. Subdivision 1. A shareholder may cast or authorize
the casting of a vote by filing a written appointment of a proxy with an
officer of the Corporation at or before the meeting at which the appointment is
to be effective or by otherwise appointing a proxy as permitted by law. The
shareholder may sign or authorize the written appointment by telegram,
cablegram or other means of authenticated electronic transmission, provided
that the Corporation has no reason to believe that the telegram, cablegram or
other authenticated electronic transmission was not authorized by the
shareholder, or as otherwise permitted by law. Any copy, facsimile,
telecommunication or other reproduction of the original of either the writing
or transmission may be used in lieu of the original, provided that it is a
complete and legible reproduction of the entire original. Subdivision 2. A shareholder voting by proxy authorized to vote on less
than all items of business considered at the meeting shall be considered to be
present and entitled to vote only with respect to those items of business for
which the proxy has authority to vote. A proxy who is given authority by a
shareholder who abstains with respect to an item of business shall be
considered to have authority to vote on that item of business. Section 1.11     Action Without a Meeting. Any action required or permitted
to be taken at a meeting of the shareholders of the Corporation may be taken
without a meeting by written action signed, or consented to by authenticated
electronic communication, by all of the shareholders entitled to vote on that
action. The written action is effective when it has been signed, or consented
to by authenticated electronic communication, by all of those shareholders,
unless a different effective time is provided in the written action. Section 1.12     Advance Notice of Shareholder Proposals. As provided in
Section 1.06, 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. Notwithstanding anything to the contrary stated in Section
1.02, at any regular meeting of shareholders of the Corporation, only such
business (other than the nomination and election of directors, which shall be
subject to Section 2.17) 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, or (ii) by any
shareholder of the Corporation 3




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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 regular 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. To be timely, a shareholders notice of any such
business to be conducted at a regular meeting other than 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 such regular meeting or,
if later, within 10 days after the first public announcement of the
date of such regular meeting. Except to the extent otherwise
required by law, the adjournment of a regular meeting of
shareholders shall not commence a new time period for the giving of
a shareholders notice as described 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 regular 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, (iv)
any material interest of the shareholder in such business, and (v)
a representation that the shareholder is a holder of record of
shares entitled to vote at the meeting and intends to appear in
person or by proxy at the meeting to make the proposal. (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 regular meeting except in accordance with
the procedures set forth in this Section. The officer of the
Corporation chairing 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 procedures
described in this Section and, if such officer should so determine,
such officer shall so declare to the meeting, and any such business
not properly brought before the meeting 4




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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 and
Section 2.17, public announcement means disclosure (i) when made
in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire 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 1.06. (e) Compliance with Law. 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. DIRECTORS Section 2.01     Number; Qualifications. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of not less
than three nor more than nine directors. Directors shall be natural persons.
The shareholders at each regular meeting shall determine the number of
directors to constitute the Board for the ensuing year, provided that
thereafter the authorized number of directors may be increased by the
shareholders or the Board and decreased by the shareholders. Directors need
not be shareholders. Section 2.02     Term. At each regular meeting the shareholders shall elect
qualified successors for directors whose terms have expired or are due to
expire within six months after the date of the meeting. Each director shall be
elected to hold office for one year and until a successor is elected and has
qualified or until the earlier death, resignation, removal or disqualification
of the director. Section 2.03     Vacancies. Vacancies on the Board resulting from the death,
resignation, removal or disqualification of a director may be filled by the
affirmative vote of a majority of the remaining members of the Board, though
less than a quorum. Vacancies on the Board resulting from newly created
directorships may be filled by the affirmative vote of a majority of the
directors serving at the time such directorships are created. Each person
elected to fill a vacancy shall hold office until a qualified successor is
elected by the shareholders at the next regular meeting or at any special
meeting duly called for that purpose. 5




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Section 2.04  Removal of Directors. The entire Board or any individual
director may be removed from office at any time, with or without cause, by the
affirmative vote of the holders of a majority of the shares entitled to vote at
an election of directors. A director appointed by the Board to fill a vacancy
may be removed by the affirmative vote of a majority of the remaining directors
present if the shareholders have not elected directors in the interval between
such appointment and the time of removal. New directors may be elected at the
same meeting at which the director or directors are removed. Section 2.05  Place of Meetings. Each meeting of the Board shall be held
at the principal executive office of the Corporation or at such other place as
may be designated from time to time by a majority of the members of the Board,
by the Chairman of the Board or by the Chief Executive Officer. A meeting may
be held by conference among the directors using any means of remote
communication through which the directors may simultaneously hear each other
during the conference. Section 2.06  Regular Meetings. Regular meetings of the Board for the
transaction of any business shall be held without notice at the place of and
immediately after each regular meeting of the shareholders. Section 2.07  Special Meetings. A special meeting of the Board may be
called for any purpose or purposes at any time by any member of the Board by
giving not less than two days notice to all directors of the date, time and
place of the meeting, provided that when notice is mailed, at least four days
notice shall be given. The notice need not state the purpose of the meeting. Section 2.08  Waiver of Notice; Previously Scheduled Meetings. Subdivision 1. 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. Subdivision 2. If the day or date, time and place of a Board meeting have
been provided herein or announced at a previous meeting of the Board, no notice
is required, notwithstanding Sections 2.05 or 2.07 hereof. Notice of an
adjourned meeting need not be given other than by announcement at the meeting
at which adjournment is taken of the date, time and place at which the meeting
will be reconvened. Section 2.09  Quorum. The presence in person of a majority of the
directors currently holding office shall be necessary to constitute a quorum
for the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further
notice until a quorum is present. If a quorum is 6




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present when a duly called or 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
proportion or number otherwise required for a quorum. Section 2.10     Acts of Board. Except as otherwise required by law or
specified in the Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of the greater of (a) a majority of the
directors present at a duly held meeting at the time the action is taken or (b)
a majority of the minimum proportion or number of directors that would
constitute a quorum for the transaction of business at the meeting. Section 2.11     Participation
by Remote Communications. A director may
participate in a Board meeting by conference telephone, or, if authorized by
the Board, by any other means of remote communication through which the
director, other directors so participating, and all directors physically
present at the meeting may participate with each other during the meeting. A
director so participating is deemed present at the meeting. Section 2.12     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 the vote
of a director present at the meeting 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 2.13     
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, or consented to by authenticated electronic communication, by all of
the directors. If the Articles of Incorporation so provide, any action, other
than an action requiring shareholder approval, may be taken by written action
signed, or consented to by authenticated electronic communication, 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, or consented to by authenticated electronic
communication, 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. Section 2.14     Committees. Subdivision 1. A resolution approved by the
affirmative vote of a majority of the Board may establish committees having the
authority of the Board in the management of the business of the Corporation
only to the extent provided in the resolution. Committees shall be subject at
all times to the direction and control of the Board, except as provided in
Section 2.15 or otherwise provided by law. 7




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Subdivision 2. A committee shall consist of one or more natural persons,
who need not be directors, appointed by affirmative vote of a majority of the
directors present at a duly held Board meeting. Subdivision 3. Section 2.05 and Sections 2.07 to 2.13 hereof shall apply
to committees and members of committees to the same extent as those sections
apply to the Board and directors. Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director. Section 2.15  Special Litigation Committee. Pursuant to the procedure set
forth in Section 2.14, 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 consider legal rights or
remedies of the Corporation and whether those rights and remedies should be
pursued. The committee, once established, is not subject to the direction or
control of, or (unless required by law) termination by, the Board. To the
extent permitted by law, 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. The committee terminates when it
issues a written report of its determinations to the Board. Section 2.16  Compensation. The Board may fix the compensation, if any, of
directors. Section 2.17  Nomination of Director Candidates. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.17, or
the procedures set forth by applicable law or regulation of any exchange on
which the securities of the Corporation are traded, shall be eligible for
election as directors. Nominations of persons for election to the Board may be
made at a meeting of shareholders (i) by or at the direction of the Board, or
(ii) by any shareholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures hereinafter
set forth in this Section. (a)Timing of Notice. Nominations by shareholders shall be
made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholders notice of nominations
to be made at an annual meeting of shareholders 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. If a
special meeting of shareholders of the Corporation is called in 8




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accordance with Section 1.03 for the purpose of electing one or
more directors to the Board or if a regular meeting other than an
annual meeting is held, for a shareholders notice of nominations
to be timely it 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 such
special meeting or such regular meeting or, if later, within 10
days after the first public announcement of the date of such
special meeting or such regular meeting. Except to the extent
otherwise required by law, the adjournment of a regular or special
meeting of shareholders shall not commence a new time period for
the giving of a shareholders notice as described above. (b)Content of Notice. A shareholders notice to the
Corporation of nominations for a regular or special meeting of
shareholders shall set forth (x) as to each person whom the
shareholder proposes to nominate for election or re-election as a
director: (i) such persons name, age, business address and
residence address and principal occupation or employment, (ii) all
other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or
that is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and (iii) such
persons written consent to being named in the proxy statement as a
nominee and to serving as a director if elected; and (y) as to the
shareholder giving the notice: (i) the name and address, as they
appear on the Corporations books, of such shareholder, (ii) the
class or series (if any) and number of shares of the Corporation
that are beneficially owned by such shareholder, and (iii) a
representation that the shareholder is a holder of record of shares
of the Corporation entitled to vote for the election of directors
and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice. At the
request of the Board, any person nominated by the Board for
election as a director shall furnish to the Secretary of the
Corporation the information required to be set forth in a
shareholders notice of nomination that pertains to a nominee. (c) Consequences of Failure to Give Timely Notice.
Notwithstanding anything in these By-Laws to the contrary, no
person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set
forth in this Section, or the procedures set forth by applicable
law or regulation of any exchange on which the securities of the
Corporation are traded. The officer of the Corporation chairing
the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the
procedures described in this Section and, if such officer should so
determine, such officer shall so declare to the meeting, and the
defective nomination shall be disregarded. 9




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OFFICERS Section 3.01  Number and Designation. The Corporation shall have one or
more natural persons exercising the functions of the offices of Chief Executive
Officer and Chief Financial Officer. The Board may elect or appoint such other
officers or agents as it deems necessary for the operation and management of
the Corporation, with such powers, rights, duties and responsibilities as may
be determined by the Board, including, without limitation, a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and a Treasurer,
each of whom shall have the powers, rights, duties and responsibilities set
forth in these By-Laws unless otherwise determined by the Board. Any of the
offices or functions of those offices may be held by the same person. Section 3.02  Chairman of the Board. Unless provided otherwise by a
resolution adopted by the Board, the Chairman of the Board (a) shall, when
present, preside at all meetings of the Board, (b) may maintain records of and
certify proceedings of the Board, and (c) shall perform such other duties as
may from time to time be assigned by the Board. Section 3.03  Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board, 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; (c) shall see that all
orders and resolutions of the Board are carried into effect; (d) may maintain
records of and certify proceedings of the shareholders; and (e) shall perform
such other duties as may from time to time be assigned by the Board. Section 3.04  Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board, the Chief Financial Officer (a) shall keep
accurate financial records for the Corporation; (b) shall deposit all monies,
drafts and checks in the name of and to the credit of the Corporation in such
banks and depositories as the Board shall designate from time to time; (c)
shall endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
Corporation, as ordered by the Board; (e) shall render to the Chief Executive
Officer and the Board, whenever requested, an account of all of such officers
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by
the Board or the Chief Executive Officer from time to time. Section 3.05  President, Vice Presidents. The President, if any, and each
Vice President, if any, designated by the Board shall perform such functions as
are specified by the Board in designating such President or Vice President or
which are assigned or delegated to such officer or officers by the Chief
Executive Officer. Any one or more of the Vice Presidents may be designated by
the Board as Executive Vice Presidents or Senior Vice Presidents. 10




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During the absence or disability of the Chairman of the Board, the duties
of the Chairman of the Board shall be assumed by the Chief Executive Officer,
if any; in the event of the Chief Executive Officers absence or disability,
the duties of the Chief Executive Officer shall be assumed by the President, if
any, or in the event of the Presidents absence or disability (or if there is
no President) by the highest ranking Executive Vice President, or in the
absence of any such Vice President, the highest ranking Senior Vice President
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 of order of rank by the Board, 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. Section 3.06  Secretary. The Secretary, unless otherwise determined by the
Board, shall attend all meetings of the shareholders and all meetings of the
Board, shall record or cause to be recorded all proceedings thereof in a book
to be kept for that purpose, and may certify such proceedings. Except as
otherwise required or permitted by law or by these By-Laws, the Secretary shall
give or cause to be given notice of all meetings of the shareholders and all
meetings of the Board. Section 3.07  Treasurer. During the absence or disability of the Chief
Financial Officer, duties of the Chief Financial Officer shall be assumed by
the Treasurer of the Corporation, except to the extent otherwise assigned by
the Board. The Treasurer shall perform such other duties as may from time to
time be assigned by the Board. Section 3.08  Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board. Unless
prohibited by a resolution approved by the affirmative vote of a majority of
the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and
powers of an office to other persons. Section 3.09  Term. Subdivision 1. All officers of the Corporation shall
hold office until their respective successors are chosen and have qualified or
until their earlier death, resignation or removal. Subdivision 2. An officer may resign at any time by giving written notice
to the Corporation. The resignation is effective without acceptance when the
notice is given to the Corporation, unless a later effective date is specified
in the notice. Subdivision 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
directors present at a duly held Board meeting. 11




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Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in
the office of Chief Executive Officer or Chief Financial Officer shall, be
filled for the unexpired portion of the term by the Board. Section 3.10  Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board or by the Chief Executive Officer if authorized by
the Board. INDEMNIFICATION Section 4.01
 Indemnification. The Corporation shall indemnify its
officers and directors and other persons entitled to mandatory indemnification
under Minnesota Statutes, Section 302A.521, as amended from time to time, for
such expenses and liabilities, in such manner, under such circumstances, and to
such extent, as required or permitted by Minnesota Statutes, Section 302A.521,
as amended from time to time, or as required or permitted by other provisions
of law. Section 4.02
 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person in such persons official capacity against
any liability asserted against and incurred by such person in or arising from
that capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability. SHARES Section 5.01
 Certificated and Uncertificated Shares. Subdivision 1. The
shares of the Corporation shall be either certificated shares or uncertificated
shares. Each holder of duly issued certificated shares is entitled to a
certificate of shares. Subdivision 2. Each certificate of shares of the Corporation shall bear
the corporate seal, if any, and shall be signed by the Chief Executive Officer,
or the President or any Vice President, and the Chief Financial Officer, or the
Secretary or any Assistant Secretary, but when a certificate is signed by a
transfer agent or a registrar, the signature of any such officer and the
corporate seal upon such certificate may be facsimiles, engraved or printed.
If a person signs or has a facsimile signature placed upon a certificate while
an officer, transfer agent or registrar of the Corporation, the certificate may
be issued by the Corporation, even if the person has ceased to serve in that
capacity before the certificate is issued, with the same effect as if the
person had that capacity at the date of its issue. Subdivision 3. A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue shares of more
than one class or series, set forth upon the face or back of the certificate,
or shall state that the Corporation will furnish to any shareholder upon
request and without charge, a full statement of the designations, preferences,
limitations and relative rights of the shares of each class or series
authorized to be issued, so far as they have been determined, and the authority
of the Board to determine the relative rights and preferences of subsequent
classes or series. 12




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Subdivision 4. A resolution approved by the affirmative vote of a
majority of the directors present at a duly held meeting of the Board may
provide that some or all of any or all classes and series of the shares of the
Corporation will be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until the certificate is surrendered to
the Corporation. Section 5.02
 Declaration of Dividends and Other Distributions. The Board
shall have the authority to declare dividends and other distributions upon the
shares of the Corporation to the extent permitted by law. Section 5.03
 Transfer of Shares. Shares of the Corporation may be
transferred only on the books of the Corporation by the holder thereof, in
person or by such persons attorney. In the case of certificated shares,
shares shall be transferred only upon surrender and cancellation of
certificates for a like number of shares. The Board, however, may appoint one
or more transfer agents and registrars to maintain the share records of the
Corporation and to effect transfers of shares. Section 5.04
 Record Date. The Board may fix a time, not exceeding 60 days
preceding the date fixed for the payment of any dividend or other distribution,
as a record date for the determination of the shareholders entitled to receive
payment of such dividend or other distribution, and in such case only
shareholders of record on the date so fixed shall be entitled to receive
payment of such dividend or other distribution, notwithstanding any transfer of
any shares on the books of the Corporation after any record date so fixed. MISCELLANEOUS Section 6.01
 Execution of Instruments. Subdivision 1. All deeds,
mortgages, bonds, checks, contracts and other instruments pertaining to the
business and affairs of the Corporation shall be signed on behalf of the
Corporation by the Chief Executive Officer, or the President, or any Vice
President, or by such other person or persons as may be designated from time to
time by the Board. Subdivision 2. 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. Section 6.02
 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. Section 6.03
 Expenses and Unreasonable Compensation. In the event any
expenses authorized to be reimbursed to an officer by this Corporation shall be
disallowed as 13




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a deduction to this Corporation, such expenses shall be deemed to be
additional compensation to such officers for the period in which received;
provided further that in the event the treatment of such expenses as additional
compensation, or any other payments of salaries, bonuses, medical
reimbursements or other benefits paid to an officer of the Corporation shall be
deemed unreasonable compensation and disallowed as a deduction to this
Corporation, then such officer shall be obligated to immediately repay to the
Corporation the full amount of any such disallowance and the Board of Directors
shall take whatever action as, in the opinion of counsel to the Corporation,
may be deemed necessary to collect such disallowance. Section 6.04
 Fiscal Year. The fiscal year of the Corporation shall begin
on the first Monday after the last Sunday in September and end on the last
Sunday in September. Section 6.05
 Amendments. The Board shall have the power to adopt, amend
or repeal the By-Laws of the Corporation, subject to the power of the
shareholders to change or repeal the same; provided, however, that the Board
shall not adopt, amend or repeal any By-Law fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling
vacancies in the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but may adopt or amend a
By-Law that increases the number of directors. 14