Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 9, 2009, the Board of Directors of Rochester Medical Corporation (the "Company") approved certain amendments to the Company's bylaws. The amendments became effective immediately upon approval, and the bylaws have been restated to reflect these amendments. The following description of the amendments to the bylaws is qualified in its entirety by reference to the text of the Company's Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The amendments to the bylaws include amendments to:
• Section 2.02 to clarify (i) the procedures to be followed in order for business to be properly brought before a regular meeting of shareholders,
(ii) when a shareholder must give notice of business to be brought before a regular meeting, and (iii) the information that must be included in a shareholder's notice of business to be brought before a regular meeting.

• Section 2.03 to specify the information that must be included in a shareholder's notice of demand for a special meeting of shareholders.

• Section 2.07 to delete the requirement that written notice of shareholder meetings must be given by mail, and instead provide that notice may be given in any manner permitted under the Minnesota Business Corporation Act.

• Section 3.02 to specify (i) the procedures to be followed in order to properly nominate a person for election as a director, (ii) when a shareholder must give notice of the intention to nominate a person for election as a director, and (iii) the information that must be included in a shareholder's notice regarding both the director nominee and the shareholder making the nomination.

Additionally, Section 2.11 was added to allow for regular and special meetings of shareholders to be held solely by means of remote communication, or allow for participation in regular and special meetings of shareholders by means of remote communication; the availability of such remote communication is subject to the discretion of the Board and subject to the requirements of the Minnesota Business Corporation Act and any guidelines and procedures that the Board deems appropriate.
In addition to the amendments described above, the bylaws were amended to include various technical and clarifying corrections and other non-substantive changes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated Bylaws of Rochester Medical Corporation, as amended through June 9, 2009

---