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                                                                     Exhibit 3.2



                           AMENDED AND RESTATED BYLAWS
                                       OF
                         AUGUST TECHNOLOGY CORPORATION.

                                   ARTICLE 1.
                                     OFFICES

     1.1) OFFICES. The principal executive office of the corporation shall be at
such address as the Board of Directors may determine from time to time, and the
corporation may have offices at such other places within or without the State of
Minnesota as the Board of Directors shall from time to time determine or the
business of the corporation requires.

                                   ARTICLE 2.
                            MEETINGS OF SHAREHOLDERS

     2.1) REGULAR MEETINGS. Regular meetings of the shareholders of the
corporation entitled to vote shall be held on an annual or other less frequent
basis as shall be determined by the Board of Directors or by the chief executive
officer; provided, that if a regular meeting has not been held during the
immediately preceding 15 months, a shareholder or shareholders holding 3% or
more of the voting power of all shares entitled to vote may demand a regular
meeting of shareholders by written notice of demand given to an officer of the
corporation. At each regular meeting, the shareholders, voting as provided in
the Articles of Incorporation and these Bylaws, shall elect qualified successors
for directors who serve for an indefinite term or whose terms have expired or
are due to expire within six months after the date of the meeting, and shall
transact such other business as shall come before the meeting. No meeting shall
be considered a regular meeting unless specifically designated as such in the
notice of meeting or unless all the shareholders entitled to vote are present in
person or by proxy and none of them objects to such designation.

     2.2) SPECIAL MEETINGS. Special meetings of the shareholders entitled to
vote may be called at any time by the Chairman of the Board, the chief executive
officer, the chief financial officer, two or more directors, or a shareholder or
shareholders holding ten percent (10%) or more of the voting power of all shares
entitled to vote who shall demand such special meeting by giving written notice
of demand to the chief executive officer or the chief financial officer
specifying the purposes of the meeting.

     2.3) MEETINGS HELD UPON SHAREHOLDER DEMAND. Within thirty (30) days after
receipt by the chief executive officer or the chief financial officer of a
demand from any shareholder or shareholders entitled to call a regular or
special meeting of shareholders, the Board of Directors shall cause such meeting
to be called and held on notice no later than ninety (90) days after receipt of
such demand. If the Board of Directors fails to cause such a meeting to be
called and held, the shareholder or shareholders making the demand may call the
meeting by giving notice


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as provided in Section 2.5 hereof at the expense of the corporation.

     2.4) PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal executive office of the corporation or at such other place, within or
without the State of Minnesota, as is designated by the Board of Directors,
except that a regular meeting called by or at the demand of a shareholder shall
be held in the county where the principal executive office of the corporation is
located.

     2.5) NOTICE OF MEETINGS. Except as otherwise specified in Section 2.6 or
required by law, a written notice setting out the place, date and hour of any
regular or special meeting shall be given to each holder of shares entitled to
vote not less than ten (10) days nor more than sixty (60) days prior to the date
of the meeting; provided, that notice of a meeting at which there is to be
considered a proposal (i) to dispose of all, or substantially all, of the
property and assets of the corporation or (ii) to dissolve the corporation shall
be given to all shareholders of record, whether or not entitled to vote; and
provided further, that notice of a meeting at which there is to be considered a
proposal to adopt a plan of merger or exchange shall be given to all
shareholders of record, whether or not entitled to vote, at least fourteen (14)
days prior thereto. Notice of any special meeting shall state the purpose or
purposes of the proposed meeting, and the business transacted at all special
meetings shall be confined to the purposes stated in the notice.

     2.6) WAIVER OF NOTICE. A shareholder may waive notice of any meeting
before, at or after the meeting, in writing, orally or by attendance. Attendance
at a meeting by a shareholder 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 be lawfully
considered at such meeting and does not participate in the consideration of the
item at such meeting.

     2.7) QUORUM AND ADJOURNED MEETING. The holders of a majority of the voting
power of the shares entitled to vote at a meeting, represented either in person
or by proxy, shall constitute a quorum for the transaction of business at any
regular or special meeting of shareholders. 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
shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. In case a quorum is not present at any meeting,
those present shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
number of shares entitled to vote shall be represented. At such adjourned
meeting at which the required amount of shares entitled to vote shall be
represented, any business may be transacted which might have been transacted at
the original meeting.

     2.8) VOTING. At each meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy duly appointed
by an instrument in writing subscribed by such shareholder. Each shareholder
shall have one (1) vote for each share having voting power standing in his name
on the books of the corporation except as may be otherwise provided in the terms
of the share or as may be required to provide for cumulative voting (if not
denied by the Articles). Upon the demand of any shareholder, the vote for
directors or the vote upon any question before the meeting shall be by ballot.
All elections shall be determined and


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all questions decided by a majority vote of the number of shares entitled to
vote and represented at any meeting at which there is a quorum except in such
cases as shall otherwise be required by statute, the Articles of Incorporation
or these Bylaws. Except as may otherwise be required to conform to cumulative
voting procedures, directors shall be elected by a plurality of the votes cast
by holders of shares entitled to vote thereon.

     2.9) RECORD DATE. The Board of Directors may fix a time, not exceeding
sixty (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
entitled to vote at such meeting, notwithstanding any transfer of any shares on
the books of the corporation after any record date so fixed. The Board of
Directors may close the books of the corporation against transfer of shares
during the whole or any part of such period. In the absence of action by the
Board, only shareholders of record twenty (20) days prior to a meeting may vote
at such meeting.

     2.10) ORDER OF BUSINESS. The suggested order of business at any regular
meeting and, to the extent appropriate, at all other meetings of the
shareholders shall, unless modified by the presiding chairman, be:

     (a)      Call of roll
     (b)      Proof of due notice of meeting or waiver of notice
     (c)      Determination of existence of quorum
     (d)      Reading and disposal of any unapproved minutes
     (e)      Reports of officers and committees
     (f)      Election of directors
     (g)      Unfinished business
     (h)      New business
     (i)      Adjournment.

                                   ARTICLE 3.
                                    DIRECTORS

     3.1) GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors.

     3.2) NUMBER, TERM, ELECTION AND QUALIFICATIONS. At each annual meeting the
Shareholders shall determine the number of directors which shall be not less
than three (3) nor more than nine (9); provided, that between annual meetings
the Board of Directors may increase the authorized number of directors within
the limits stated above. However, notwithstanding the foregoing no increase or
decrease in the number of directors may be effected except according to the
further provisions contained in this Section 3.2.

     The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as possible, of
one-third of the total number of directors constituting the entire Board of
Directors.


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     At the first meeting of Shareholders held after March 9, 2000, Class I
directors shall be elected for a one (1)-year term, the Class II directors for a
two (2)-year term, and the Class III directors for a three (3) year term. At
each succeeding annual meeting of the shareholders at which directors are
elected, successors to the Class of directors whose term expires at that annual
meeting shall be elected for a three (3) year term.

     A director shall hold office until the annual meeting for the year in which
such director's term expires and until such director's successor shall be
elected and shall qualify, or until such director's resignation or removal from
office. If the number of directors is changed, any increase or decrease shall be
apportioned by the Board of Directors among the classes so as to maintain, as
nearly as possible, an equal number of directors in each class. In the event an
increase or decrease makes it impossible to maintain an equal number of
directors in each class, increases shall be allocated to the class or classes
with the longest remaining term, and decreases shall be allocated to the class
with the shortest remaining term.

     Any director elected to fill a vacancy resulting from an increase in such
class shall hold office for a term that shall coincide with the remaining term
of that class. In no event will a decrease in the number of directors result in
the elimination of an entire class of directors, cause any class to contain a
number of directors two or more greater than any other class, or shorten the
term of any incumbent director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of such director's predecessor.

     No amendment to these Bylaws shall alter, change or repeal any of the
provisions of this Section 3.2 unless the amendment effecting such alteration,
change or repeal shall receive the affirmative vote of the holders of
seventy-five percent (75%) of all shares of stock of the corporation entitled to
vote on all matters that may come before each meeting of shareholders.

     Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of shareholders of the corporation either
by or at the direction of the Nominating Committee of the Board of Directors or
by any shareholder of record entitled to vote in the election of directors at
such meeting who has complied with the notice procedures set forth in this
paragraph of this Section 3.2. A shareholder who desires to nominate a person
for the election to the Board of Directors at a meeting of shareholders of the
corporation and who is eligible to make such nomination must give timely written
notice of the proposed nomination to the Secretary of the corporation. To be
timely, a shareholder's notice given pursuant to this paragraph must be received
at the principal executive office of the corporation not less than one hundred
twenty (120) calendar days in advance of the date which is one year later than
the date of the proxy statement of the corporation released to shareholders of
the corporation in connection with the previous year's annual meeting of
shareholders of the corporation; provided, however, that if no annual meeting of
shareholders of the corporation was held the previous year or if the date of the
forthcoming annual meeting of shareholders has been changed by more than thirty
(30) calendar days from the date contemplated at the time of the previous year's
proxy statement or if the forthcoming meeting is not an annual meeting of
shareholders of the corporation, then to be timely such shareholder's notice
must be so received not later than the close of business on the tenth day
following the earlier of (a) the day on which notice of the date


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of the forthcoming meeting was mailed or given to shareholders by or on behalf
of the corporation or (b) the day on which public disclosure of the date of the
forthcoming meeting was made by or on behalf of the corporation. Such
shareholder's notice to the Secretary of the corporation shall set forth (a) as
to each person whom the shareholder proposes to nominate for election or
re-election as a director (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person; (iii) the class and number of shares of capital stock of the corporation
which are then beneficially owned by such person, (iv) any other information
relating to such person that is required by law or regulation to be disclosed in
solicitations of proxies for the election of directors of the corporation and
(v) such person's written consent to being named as a nominee for election as a
director and to serve as a director if elected and (b) as to the shareholder
giving the notice, (i) the name and address, as they appear in the stock records
of the corporation, of such shareholder, (ii) the class and number of shares of
capital stock of the corporation which are then beneficially owned by such
stockholder, (iii) a description of all arrangements or understandings between
such shareholder and each nominee for election as a director and any other
person or persons (naming such person or persons) relating to the nomination
proposed to be made by such shareholder, and (iv) any other information required
by law or regulation to be provided by a shareholder intending to nominate a
person for election as a director of the corporation. At the request of the
Board of Directors, any person nominated by or at the direction of the Board of
Directors for election as a director of the corporation shall furnish to the
Secretary of the corporation the information concerning such nominee which is
required to be set forth in a shareholder's notice off a proposed nomination. No
person shall be eligible for election as a director of the corporation unless
nominated in compliance with the procedures set forth in this paragraph. The
chairman of a meeting of shareholders of the corporation shall refuse to accept
the nomination of any person not made in compliance with the procedures set
forth in this paragraph, and such defective nomination shall be disregarded.

     3.3) VACANCIES. Vacancies on the Board of Directors shall be filled by the
affirmative vote of a majority of the remaining members of the Board, though
less than a quorum; provided, that newly created directorships resulting from an
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the directors serving at the time of such
increase. Persons so elected shall be directors until their successors are
elected by the shareholders, who may make such election at the next regular or
special meeting of the shareholders.

     3.4) QUORUM AND VOTING. A majority of the directors currently holding
office shall 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 until a quorum is present. If a quorum is 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 directors
originally present leaves less than the proportion or number otherwise required
for a quorum. Except as otherwise required by law or the Articles of
Incorporation, the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors.

     3.5) BOARD MEETINGS; PLACE AND NOTICE. Meetings of the Board of Directors
may be held from time to time at any place within or without the State of
Minnesota that the Board of Directors


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may designate. In the absence of designation by the Board of Directors, Board
meetings shall be held at the principal executive office of the corporation,
except as may be otherwise unanimously agreed orally, or in writing, or by
attendance. Any director may call a Board meeting by giving two (2) days notice
to all directors of the date and time of the meeting. The notice need not state
the purpose of the meeting, and may be given by mail, telephone, telegram, or in
person. If a meeting schedule is adopted by the Board, or if the date and time
of a Board meeting has been announced at a previous meeting, no notice is
required.

     3.6) WAIVER OF NOTICE. A director may waive notice of any meeting before,
at or after the meeting, in writing, orally or by attendance. Attendance at a
meeting by a director 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 does not participate
thereafter in the meeting.

     3.7) COMPENSATION. Directors who are not salaried officers of the
corporation shall receive such fixed sum per meeting attended or such fixed
annual sum or both as shall be determined from time to time by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude any
director from serving this corporation in any other capacity and receiving
proper compensation therefor.

     3.8) COMMITTEES. The Board of Directors may, by resolution approved by the
affirmative vote of a majority of the Board, 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. Each such 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, and shall be subject at all times
to the direction and control of the Board. A majority of the members of a
committee present at a meeting shall constitute a quorum for the transaction of
business.

     3.9) COMMITTEE OF DISINTERESTED PERSONS. The Board may establish a
committee composed of two or more disinterested directors or other disinterested
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 the dismissal or discontinuance of a particular proceeding that seeks to
assert a right or remedy on behalf of the corporation. For purposes of this
section, a director or other person is "disinterested" if the director or other
person is not the owner of more than one percent of the outstanding shares of,
or a present or former officer, employee, or agent of, the corporation or of a
related corporation and has not been made or threatened to be made a party to
the proceeding in question. 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 members. The good
faith determinations of the committee are binding upon the corporation and its
directors, officers and shareholders. The committee terminates when it issues a
written report of its determinations to the Board.

     3.10) ORDER OF BUSINESS. The suggested order of business at any meeting of
the Board of Directors shall, to the extent appropriate and unless modified by
the presiding chairman, be:

     (a)      Roll call


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     (b)      Proof of due notice of meeting or waiver of notice, or
                  unanimous presence and declaration by presiding chairman
     (c)      Determination of existence of quorum
     (d)      Reading and disposal of any unapproved minutes
     (e)      Reports of officers and committees
     (f)      Election of officers
     (g)      Unfinished business
     (h)      New business
     (i)      Adjournments.

     3.11) REMOVAL. Directors may be removed only for cause by the affirmative
vote of the holders of seventy-five percent (75%) of all shares of stock of the
corporation entitled to vote on all matters that may come before each meeting of
shareholders or for cause by vote of a majority of the entire Board of
Directors. No amendment to these Bylaws shall alter, change or repeal any of the
provisions of this Section 3.11 unless the amendment effecting such alteration,
change or repeal shall receive the affirmative vote of the holders of
seventy-five percent (75%) of all shares of stock of the corporation entitled to
vote on all matters that may come before each meeting of shareholders.

                                   ARTICLE 4.
                                    OFFICERS

     4.1) 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 of Directors may elect or appoint such other
officers or agents as it deems necessary for the operation and management of the
corporation including, but not limited to, 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 Bylaws
unless otherwise determined by the Board. Any of the offices or functions of
those offices may be held by the same person.

     4.2) ELECTION, TERM OF OFFICE AND QUALIFICATION. At the first meeting of
the Board following each election of directors, the Board shall elect officers,
who shall hold office until the next election of officers or until their
successors are elected or appointed and qualify; provided, however, that any
officer may be removed with or without cause by the affirmative vote of a
majority of the Board of Directors present (without prejudice, however, to any
contract rights of such officer).

     4.3) RESIGNATION. Any officer may resign at any time by giving written
notice to the corporation. The resignation is effective when notice is given to
the corporation, unless a later date is specified in the notice, and acceptance
of the resignation shall not be necessary to make it effective.

     4.4) VACANCIES IN OFFICE. If there be a vacancy in any office of the
corporation, by reason of death, resignation, removal or otherwise, such vacancy
shall be filled for the unexpired term


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by the Board of Directors.

     4.5) 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 and in the absence of the Chairman of the Board, preside at all meetings
of the shareholders and Board of Directors; (c) shall see that all orders and
resolutions of the Board are carried into effect; (d) shall sign and deliver in
the name of the corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the corporation, except in cases in
which the authority to sign and deliver is required by law to be exercised by
another person or is expressly delegated by the Articles, these Bylaws or the
Board to some other officer or agent of the corporation; (e) may maintain
records of and certify proceedings of the Board and shareholders; and (f) shall
perform such other duties as may from time to time be assigned to him by the
Board.

     4.6) 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 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 of Directors 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 of Directors, whenever requested, an account of all of his
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 of Directors or the chief executive officer from time to time.

     4.7) CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board and shall exercise general
supervision and direction over the more significant matters of policy affecting
the affairs of the corporation, including particularly its financial and fiscal
affairs.

     4.8) PRESIDENT. Unless otherwise determined by the Board, the President
shall be the chief executive officer. If an officer other than the President is
designated chief executive officer, the President shall perform such duties as
may from time to time be assigned to him by the Board.

     4.9) VICE PRESIDENT. Each Vice President shall have such powers and shall
perform such duties as may be specified in these Bylaws or prescribed by the
Board of Directors. In the event of absence or disability of the President, the
Board of Directors may designate a Vice President or Vice Presidents to succeed
to the power and duties of the President.

     4.10) SECRETARY. The Secretary shall, unless otherwise determined by the
Board, be secretary of and attend all meetings of the shareholders and Board of
Directors, and may record the proceedings of such meetings in the minute book of
the corporation and, whenever necessary, certify such proceedings. The Secretary
shall give proper notice of meetings of shareholders and shall perform such
other duties as may be prescribed by the Board of Directors or the chief


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executive officer from time to time.

     4.11) TREASURER. Unless otherwise determined by the Board, the Treasurer
shall be the chief financial officer of the corporation. If an officer other
than the Treasurer is designated chief financial officer, the Treasurer shall
perform such duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.

     4.12) DELEGATION. 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 delegate in writing some or all of the duties and
powers of his office to other persons.

                                   ARTICLE 5.
                                 INDEMNIFICATION

     5.1) The corporation shall indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, and to such extent, as
permitted by Minnesota Statutes, Section 302A.521, as now enacted or hereafter
amended.

                                   ARTICLE 6.
                            SHARES AND THEIR TRANSFER

     6.1) CERTIFICATE OF STOCK. Every owner of stock of the corporation shall be
entitled to a certificate, in such form as the Board of Directors may prescribe,
certifying the number of shares of stock of the corporation owned by him. The
certificates for such stock shall be numbered (separately for each class) in the
order in which they are issued and shall, unless otherwise determined by the
Board, be signed by the chief executive officer, the chief financial officer, or
any other officer of the corporation. A signature upon a certificate may be a
facsimile. Certificates on which a facsimile signature of a former officer,
transfer agent or registrar appears may be issued with the same effect as if he
were such officer, transfer agent or registrar on the date of issue.

     6.2) STOCK RECORD. As used in these Bylaws, the term "shareholder" shall
mean the person, firm or corporation in whose name outstanding shares of capital
stock of the corporation are currently registered on the stock record books of
the corporation. The corporation shall keep, at its principal executive office
or at another place or places within the United States determined by the Board,
a share register not more than one year old containing the names and addresses
of the shareholders and the number and classes of shares held by each
shareholder. The corporation shall also keep at its principal executive office
or at another place or places within the United States determined by the Board,
a record of the dates on which certificates representing shares were issued.
Every certificate surrendered to the corporation for exchange or transfer shall
be cancelled and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled (except as provided for in Section 6.4 of this Article 6).


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     6.3) TRANSFER OF SHARES. Transfer of shares on the books of the corporation
may be authorized only by the share holder named in the certificate (or his
legal representative or duly authorized attorney-in-fact) and upon surrender for
cancellation of the certificate or certificates for such shares. The shareholder
in whose name shares of stock stand on the books of the corporation shall be
deemed the owner thereof for all purposes as regards the corporation; provided,
that when any transfer of shares shall be made as collateral security and not
absolutely, such fact, if known to the corporation or to the transfer agent,
shall be so expressed in the entry of transfer; and provided, further, that the
Board of Directors may establish a procedure whereby a shareholder may certify
that all or a portion of the shares registered in the name of the shareholder
are held for the account of one or more beneficial owners.

     6.4) LOST CERTIFICATE. Any shareholder claiming a certificate of stock to
be lost or destroyed shall make an affidavit or affirmation of that fact in such
form as the Board of Directors may require, and shall, if the directors so re
quire, give the corporation a bond of indemnity in form and with one or more
sureties satisfactory to the Board of at least double the value, as determined
by the Board, of the stock represented by such certificate in order to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss or destruction of such certificate, where upon a new certificate
may be issued in the same tenor and for the same number of shares as the one
alleged to have been destroyed or lost.

                                   ARTICLE 7.
                               GENERAL PROVISIONS

     7.1) DISTRIBUTIONS; ACQUISITIONS OF SHARES. Subject to the provisions of
law, the Board of Directors may authorize the acquisition of the corporation's
shares and may authorize distributions whenever and in such amounts as, in its
opinion, the condition of the affairs of the corporation shall render it
advisable.

     7.2) FISCAL YEAR. The fiscal year of the corporation shall be established
by the Board of Directors.

     7.3) SEAL. The corporation shall have such corporate seal or no corporate
seal as the Board of Directors shall from time to time determine.

     7.4) SECURITIES OF OTHER CORPORATIONS.

          (a) VOTING SECURITIES HELD BY THE CORPORATION. Unless otherwise
ordered by the Board of Directors, the chief executive officer shall have full
power and authority on behalf of the corporation (i) to attend and to vote at
any meeting of security holders of other companies in which the corporation may
hold securities; (ii) to execute any proxy for such meeting on behalf of the
corporation; and (iii) to execute a written action in lieu of a meeting of such
other company on behalf of this corporation. At such meeting, by such proxy or
by such writing in lieu of meeting, the chief executive officer shall possess
any may exercise any and all rights and powers incident to the ownership of such
securities that the corporation might have possessed and exercised if it had
been present. The Board of Directors may from time to time confer like


                                      -10-
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powers upon any other person or persons.

          (b) PURCHASE AND SALE OF SECURITIES. Unless otherwise ordered by the
Board of Directors, the chief executive officer shall have full power and
authority on behalf of the corporation to purchase, sell, transfer or encumber
any and all securities of any other company owned by the corporation and may
execute and deliver such documents as may be necessary to effect such purchase,
sale, transfer or encumbrance. The Board of Directors may from time to time
confer like powers upon any other person or persons.

                                   ARTICLE 8.
                                    MEETINGS

     8.1) WAIVER OF NOTICE. Whenever any notice whatsoever is required to be
given by these Bylaws, the Articles of Incorporation or any of the laws of the
State of Minnesota, a waiver thereof given by the person or persons entitled to
such notice, whether before, at or after the time stated therein and either in
writing, orally or by attendance, shall be deemed equivalent to the actual
required notice.

     8.2) TELEPHONE MEETINGS AND PARTICIPATION. 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. Participation in a meeting by that means constitutes
presence in person at the meeting. A director may participate in a Board meeting
not heretofore described in this paragraph, 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 that means constitutes presence in person
at the meeting. The provisions of this section shall apply to committees and
members of committees to the same extent as they apply to the Board and
directors.

     8.3) AUTHORIZATION WITHOUT MEETING. Any action of the shareholders, the
Board of Directors, or any committee of the corporation which may be taken at a
meeting thereof, may be taken without a meeting if authorized by a writing
signed by all of the holders of shares who would be entitled to vote on such
action, by all of the directors (unless less than unanimous action is permitted
by the Articles of Incorporation), or by all of the members of such committee,
as the case may be.

                                   ARTICLE 9.
                              AMENDMENTS OF BYLAWS

     9.1) AMENDMENTS. Except as otherwise provided in specific provisions of
these Bylaws, these Bylaws may be altered, amended, added to or repealed by the
affirmative vote of a majority of the members of the Board of Directors at any
regular meeting of the Board or at any special meeting of the Board called for
that purpose, subject to the power of the shareholders to change


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or repeal such Bylaws and subject to any other limitations on such authority of
the Board provided by the Minnesota Business Corporation Act.


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