AMENDED
AND RESTATED BYLAWS
OF
BUFFALO
WILD WINGS, INC.
(As
Amended and Restated May 21, 2009)
ARTICLE
1.
OFFICES
1.1)
Offices
. The
address of the registered office of the corporation shall be maintained in
Minnesota and designated in the Articles of Incorporation, as amended from time
to time. On the day that a change of registered office is to become
effective, a certificate of such change and of the new address of the new
registered office shall be filed with the Secretary of State of the State of
Minnesota. 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 three
percent 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 the chief
executive officer or chief financial 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 for directors 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 be brought before the meeting in the
manner prescribed by the Articles of Incorporation and these
Bylaws. 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 10 percent 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 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 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 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, or
if not so designated then as shall be specified in the respective notices or
waivers of notice of such meetings, 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 10 days nor more than 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 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.
2.7)
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 vote for each share having voting power standing in each shareholder's
name on the books of the corporation except as may be otherwise provided in the
terms of the share. All elections shall be determined and 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 or the Articles of
Incorporation.
2.9)
Notice of Shareholder
Business and Nominations
.
(A)
Regular Meetings of
Shareholders
.
(1) Nominations
of persons for election to the Board of Directors and the proposal of other
business to be considered by the shareholders may be made at an annual meeting
of shareholders (a) pursuant to the corporation’s notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any shareholder of the
corporation who (i) was a shareholder of record at the time of giving of notice
provided for in these Bylaws and at the time of the annual meeting, (ii) is
entitled to vote at the meeting, and (iii) complies with the notice procedures
set forth in these Bylaws as to such business or nomination; clause (c) shall be
the exclusive means for a shareholder to make nominations or submit other
business (other than matters properly brought under Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in
the corporation’s notice of meeting) before an annual meeting of
shareholders.
(2) Without
qualification, for any nominations or any other business to be properly brought
before an annual meeting by a shareholder pursuant to Section 2.9(A)(1)(c) of
these Bylaws, the shareholder must have given timely notice thereof in writing
to the Secretary and such other business must otherwise be a proper matter for
shareholder action. To be timely, a shareholder’s notice shall be delivered to
the Secretary at the principal executive offices of the corporation not earlier
than the close of business on the 120th day and not later than the close of
business on the 90th day prior to the first anniversary of the preceding year’s
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the shareholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to the date of such annual
meeting and not later than the close of business on the later of the 90th day
prior to the date of such annual meeting or, if the first public announcement of
the date of such annual meeting is less than 100 days prior to the date of such
annual meeting, the 10th day following the day on which public announcement of
the date of such meeting is first made by the corporation. In no
event shall any adjournment or postponement of an annual meeting or the
announcement thereof commence a new time period for the giving of a
shareholder’s notice as described above. To be in proper form, a
shareholder’s notice (whether given pursuant to this Section 2.9(A)(2) or
Section 2.9(B)) to the Secretary must: (a) set forth, as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such shareholder,
as they appear on the corporation’s books, and of such beneficial owner, if any,
(ii) (A) the class or series and number of shares of the corporation which are,
directly or indirectly, owned beneficially and of record by such shareholder and
such beneficial owner, (B) any option, warrant, convertible security, stock
appreciation right, or similar right with an exercise or conversion privilege or
a settlement payment or mechanism at a price related to any class or series of
shares of the corporation or with a value derivFed in whole or in part from the
value of any class or series of shares of the corporation, whether or not such
instrument or right shall be subject to settlement in the underlying class or
series of capital stock of the corporation or otherwise (a “Derivative
Instrument”) directly or indirectly owned beneficially by such shareholder and
any other direct or indirect opportunity to profit or share in any profit
derived from any increase or decrease in the value of shares of the corporation,
(C) any proxy, contract, arrangement, understanding, or relationship pursuant to
which such shareholder has a right to vote any shares of any security of the
corporation, (D) any short interest in any security of the corporation (for
purposes of these Bylaws a person shall be deemed to have a short interest in a
security if such person directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has the opportunity to
profit or share in any profit derived from any decrease in the value of the
subject security), (E) any rights to dividends on the shares of the corporation
owned beneficially by such shareholder that are separated or separable from the
underlying shares of the corporation, (F) any proportionate interest in shares
of the corporation or Derivative Instruments held, directly
or
indirectly, by a general or limited partnership in which such
shareholder
is a general partner or, directly or indirectly, beneficially owns an interest
in a general partner and (G) any performance-related fees (other than an
asset-based fee) that such shareholder is entitled to based on any increase or
decrease in the value of shares of the corporation or Derivative Instruments, if
any, as of the date of such notice, including without limitation any such
interests held by members of such shareholder’s immediate family sharing the
same household (which information shall be supplemented by such shareholder and
beneficial owner, if any, not later than 10 days after the record date for the
meeting to disclose such ownership as of the record date), and (iii) any other
information relating to such shareholder and beneficial owner, if any, that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for, as applicable, the
proposal and/or for the election of directors in a contested election pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder; (b) if the notice relates to any business other than a nomination of
a director or directors that the shareholder proposes to bring before the
meeting, set forth (i) a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest of such shareholder and beneficial owner, if any, in such
business and (ii) a description of all agreements, arrangements and
understandings between such shareholder and beneficial owner, if any, and any
other person or persons (including their names) in connection with the proposal
of such business by such shareholder; (c) set forth, as to each person, if any,
whom the shareholder proposes to nominate for election or re-election to the
Board of Directors (i) all information relating to such person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors in a
contested election pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder (including such person’s written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected) and (ii) a description of all direct and indirect compensation and
other material monetary agreements, arrangements and understandings during the
past three years, and any other material relationships, between or among such
shareholder and beneficial owner, if any, and their respective affiliates and
associates, or others acting in concert therewith, on the one hand, and each
proposed nominee, and his or her respective affiliates and associates, or others
acting in concert therewith, on the other hand, including, without limitation
all information that would be required to be disclosed pursuant to Rule 404
promulgated under Regulation S-K if the shareholder making the nomination and
any beneficial owner on whose behalf the nomination is made, if any, or any
affiliate or associate thereof or person acting in concert therewith, were the
“registrant” for purposes of such rule and the nominee were a director or
executive officer of such registrant; and (d) with respect to each nominee for
election or re-election to the Board of Directors, include a completed and
signed questionnaire, representation and agreement required by Section 2.9(D) of
these Bylaws. The corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the corporation
to determine the eligibility of such proposed nominee to serve as an independent
director of the corporation or that could be material to a reasonable
shareholder’s understanding of the independence, or lack thereof, of such
nominee.
(3) Notwithstanding
anything in the second sentence of Section 2.9(A)(2) of these Bylaws to the
contrary, in the event that the number of directors to be elected to the Board
of Directors is increased and there is no public announcement by the corporation
naming all of the nominees for director or specifying the size of the increased
Board of Directors at least 100 days prior to the first anniversary of the
preceding year’s annual meeting, a shareholder’s notice required by these Bylaws
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the corporation.
(B)
Special Meetings of
Shareholders
. Only such business shall be conducted at a
special meeting of shareholders as shall have been brought before the meeting
pursuant to the corporation’s notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be elected pursuant to the
corporation’s notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
corporation who (i) is a shareholder of record at the time of giving of notice
provided for in these Bylaws and at the time of the special meeting, (ii) is
entitled to vote at the meeting, and (iii) complies with the notice procedures
set forth in these Bylaws as to such nomination. In the event the
corporation calls a special meeting of shareholders for the purpose of electing
one or more directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the corporation’s notice of meeting, if the
shareholder’s notice required by Section 2.9(A)(2) of these Bylaws with respect
to any nomination (including the completed and signed questionnaire,
representation and agreement required by Section 2.9(D) of these Bylaws) shall
be delivered to the Secretary at the principal executive offices of the
corporation not earlier than the close of business on the 120th day prior to the
date of such special meeting and not later than the close of business on the
later of the 90th day prior to the date of such special meeting or, if the first
public announcement of the date of such special meeting is less than 100 days
prior to the date of such special meeting, the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall any adjournment or postponement of a
special meeting or the announcement thereof commence a new time period for the
giving of a shareholder’s notice as described above.
(C)
General
.
(1) Only
such persons who are nominated in accordance with the procedures set forth in
these Bylaws shall be eligible to serve as directors and only such business
shall be conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in these
Bylaws. Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, the chairperson of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in these Bylaws and, if any proposed
nomination or business is not in compliance with these Bylaws, to declare that
such defective proposal or nomination shall be disregarded.
(2) For
purposes of these Bylaws, “public announcement” shall mean disclosure in a press
release reported by a national news service or in a document publicly filed by
the corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder.
(3) Notwithstanding
the foregoing provisions of this Section 2.9, a shareholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth herein; provided,
however, that any references in these Bylaws to the Exchange Act or the rules
promulgated thereunder are not intended to and shall not limit the requirements
applicable to nominations or proposals as to any other business to be considered
pursuant to Section 2.9(A)(1)(c) or Section 2.9(B) of these
Bylaws. Nothing in these Bylaws shall be deemed to affect any rights
(i) of shareholders to request inclusion of proposals in the corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of preferred stock if and to the extent provided for under law,
the Articles of Incorporation or these Bylaws.
(D)
Submission of Questionnaire,
Representation and Agreement
. To be eligible to be a nominee
for election or re-election as a director of the corporation, a person must
deliver (in accordance with the time periods prescribed for delivery of notice
under this Section 2.9) to the Secretary at the principal executive offices of
the corporation a written questionnaire with respect to the background and
qualification of such person and the background of any other person or entity on
whose behalf the nomination is being made (which questionnaire shall be provided
by the Secretary upon written request) and a written representation and
agreement (in the form provided by the Secretary upon written request) that such
person (1) is not and will not become a party to (a) any agreement, arrangement
or understanding with, and has not given any commitment or assurance to, any
person or entity as to how such person, if elected as a director of the
corporation, will act or vote on any issue or question (a “Voting Commitment”)
that has not been disclosed to the corporation or (b) any Voting Commitment that
could limit or interfere with such person’s ability to comply, if elected as a
director of the corporation, with such person’s fiduciary duties under
applicable law, (2) is not and will not become a party to any agreement,
arrangement or understanding with any person or entity other than the
corporation with respect to any direct or indirect compensation, reimbursement
or indemnification in connection with service or action as a director that has
not been disclosed therein, and (3) in such person’s individual capacity and on
behalf of any person or entity on whose behalf the nomination is being made,
would be in compliance, if elected as a director of the corporation, and will
comply with all applicable publicly disclosed corporate governance, conflict of
interest, confidentiality and stock ownership and trading policies and
guidelines of the corporation.
2.10)
Conduct of
Meetings
. The Chairman of the Board shall preside at all
meetings of the shareholders, and in his or her absence any person appointed by
the Chairman of the Board shall act as presiding chairperson of the meeting. The
Secretary shall act as secretary of all meetings of the shareholders, or in his
or her absence any person appointed by the presiding chairperson shall act as
secretary.
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 and
Qualifications
. The Board of Directors shall consist of one or
more members. At each regular meeting, the shareholders shall
determine the number of directors; provided, that between regular meetings the
authorized number of directors may be increased or decreased by the shareholders
or increased by the Board of Directors. Each director shall serve for
an indefinite term that expires at the next regular meeting of shareholders, and
until his or her successor is elected and qualified, or until his or her earlier
death, resignation, disqualification or removal as provided by
statute.
3.3)
Vacancies
. Vacancies
on the Board of Directors may 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 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 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, electronic transmission, 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)
Absent
Directors
. A director 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 of 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.
3.8)
Compensation
. Directors
who are not salaried officers of the corporation shall receive such fixed sum
and expenses 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.
3.9)
Committees
. The
Board of Directors may, by resolution approved by 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 the affirmative vote of a
majority of the directors present, and shall, other than special litigation
committees that consider legal rights or remedies of the corporation and whether
those rights and remedies should be pursued, be subject at all times to the
direction and control of the Board. Unless otherwise provided by the
committee’s authorizing resolution or its charter, committees shall be governed
by the same rules regarding meetings, action without meetings, notice and waiver
of notice, quorum, and voting requirements as applied to the Board of
Directors.
3.10)
Conduct of
Meetings
. The Chairman of the Board shall preside at all
meetings of the Board of Directors; and, in his or her absence, a majority of
the directors who are present shall designate another person to act as presiding
chairperson at that meeting. The Secretary shall act as secretary of all
meetings of the Board of Directors, and in his or her absence, the chairperson
of the meeting shall designate another person to serve in such capacity at that
meeting.
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, with such duties as set forth under Minnesota Statutes,
Section 302A.305, as now enacted or hereafter amended and any successor statute
and amendments thereto. The Board of Directors, or a committee or officer
authorized by the Board of Directors, may elect or appoint such other officers
or agents as deemed necessary for the operation and management of the
corporation including, but not limited to, a President, one or more Vice
Presidents, and a Secretary, each of whom shall have powers, rights, duties and
responsibilities as determined by the Board or such committee or officer as
authorized. Any of the offices or functions of those offices may be
held by the same person. Each officer shall hold office until his or her
successor is appointed and qualified or until said officer’s earlier death,
resignation, or removal. The appointment of an officer shall not of itself
create contract rights.
4.2)
Resignation or
Removal
. Any officer may resign at any time by giving written
notice to the corporation, by mail, facsimile or electronic mail. 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. Any officer may be removed with or without cause
by the affirmative vote of a majority of the Board of Directors present or by
such committee or officer as may be authorized. The removal shall be without
prejudice, however, subject to any contract rights, if any, of such
officer.
4.3)
Vacancies in
Office
. If there be a vacancy in any office of the
corporation, by reason of death, resignation, removal or otherwise, such vacancy
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 term by the Board of
Directors.
ARTICLE
5.
INDEMNIFICATION
5.1)
Indemnification
. The
corporation shall indemnify its officers and directors to the fullest extent
permitted under Minnesota Statutes, Section 302A.521, as now enacted or
hereafter amended and any successor statute and amendments thereto.
SHARES
AND THEIR TRANSFER
6.1)
Certificated or
Uncertificated Stock
. Shares of the corporation may be certificated,
uncertificated, or a combination thereof. A certificate representing
shares of the corporation shall be in such form as the Board of Directors may
prescribe, certifying the number of shares of stock of the corporation owned by
such shareholder. 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 such person 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 or transaction statements representing shares were
issued.
6.3)
Transfer of
Shares
. Transfer of shares on the books of the corporation may
be authorized only by the registered holder of such shares (or the shareholder’s
legal representative or duly authorized attorney in fact). In the
case of shares represented by a certificate, transfer of such shares shall only
occur upon surrender of the certificate duly endorsed, while transfer of
uncertificated shares shall only occur upon a shareholder’s compliance with such
procedures the corporation or its transfer agent may require. 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.
ARTICLE
7.
GENERAL
PROVISIONS
7.1)
Record
Dates
. In order to determine the shareholders entitled to
notice of and to vote at a meeting, or entitled to receive payment of a dividend
or other distribution, the Board of Directors may fix a record date which shall
not be more than 60 days preceding the date of such meeting or
distribution. In the absence of action by the Board, the record date
for determining shareholders entitled to notice of and to vote at a meeting
shall be at the close of business on the day preceding the day on which notice
is given, and the record date for determining shareholders entitled to receive a
distribution shall be at the close of business on the day on which the Board of
Directors authorizes such distribution.
7.2)
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.
7.3)
Fiscal
Year
. The fiscal year of the corporation shall be established
by the Board of Directors.
7.4)
Seal
. The
corporation shall have such corporate seal or no corporate seal as the Board of
Directors shall from time to time determine.
7.5)
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 and 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
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 securities of
any other company owned by the corporation which represent not more than 10
percent of the outstanding securities of such issue, and may execute and deliver
such documents as may be necessary to effectuate such purchase, sale, transfer
or encumbrance. The Board of Directors may from time to time confer
like powers upon any other person or persons.
7.6)
Shareholder
Agreements
. In the event of any conflict or inconsistency
between these Bylaws, or any amendment thereto, and any shareholder control
agreement as defined in Minnesota Statutes, Section 302A.457, whenever adopted,
such shareholder control agreement shall govern.
ARTICLE
8.
MEETINGS
8.1)
Telephone Meetings and
Participation
. A conference among shareholders or directors or
committee members by any means of communication through which the participants
may simultaneously hear each other during the conference constitutes a
shareholder, Board or committee meeting, respectively, if the same notice is
given of the conference as would be required for such meeting, and if the number
of participants in the conference would be sufficient to constitute a quorum at
such meeting. Participation in a meeting by that means constitutes
presence in person at the meeting. A shareholder, director or
committee member may participate in a meeting not heretofore described in this
paragraph, by any means of communication through which such shareholder,
director or committee member and others participating by similar means of
communication, and all participants 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.
8.2)
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
. Unless
the Articles of Incorporation provide otherwise, 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. Such authority in the Board of
Directors is subject to the power of the shareholders to change or repeal such
Bylaws, and the Board of Directors shall not make or alter any Bylaws fixing a
quorum for meetings of shareholders, prescribing procedures for removing
directors or filling vacancies on the Board, or fixing the number of directors
or their classifications, qualifications or terms of office, but the Board may
adopt or amend a Bylaw to increase the number of directors.
The undersigned, James M. Schmidt
Secretary of Buffalo Wild Wings, Inc., hereby certifies that the foregoing
Amended and Restated Bylaws were duly adopted as the Bylaws of the corporation
by its Board of Directors as of May 21, 2009.
/s/ James M.
Schmidt
James M.
Schmidt, Secretary
Attest:
/s/ Sally J.
Smith
Sally J.
Smith, President and CEO
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