Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
RENAISSANCE LEARNING, INC.
A Wisconsin Corporation
Effective October 19, 2011
TABLE OF CONTENTS
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ARTICLE I | OFFICES | 1 |
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Section 1.1 | Registered Office | 1 |
Section 1.2 | Other Offices | 1 |
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ARTICLE II | MEETINGS OF STOCKHOLDERS | 2 |
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Section 2.1 | Place of Meetings | 2 |
Section 2.2 | Annual Meetings | 2 |
Section 2.3 | Special Meetings | 2 |
Section 2.4 | Notice | 3 |
Section 2.5 | Adjournments | 3 |
Section 2.6 | Quorum | 3 |
Section 2.7 | Voting | 4 |
Section 2.8 | Proxies | 4 |
Section 2.9 | Consent of Stockholders in Lieu of Meeting | 6 |
Section 2.10 | List of Stockholders Entitled to Vote | 7 |
Section 2.11 | Record Date. | 8 |
Section 2.12 | Stock Ledger | 9 |
Section 2.13 | Conduct of Meetings | 10 |
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ARTICLE III | DIRECTORS | 11 |
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Section 3.1 | Number and Election of Directors | 11 |
Section 3.2 | Vacancies | 11 |
Section 3.3 | Duties and Powers | 12 |
Section 3.4 | Meetings | 12 |
Section 3.5 | Organization | 13 |
Section 3.6 | Resignations and Removals of Directors | 13 |
Section 3.7 | Quorum | 14 |
Section 3.8 | Actions of the Board by Written Consent | 14 |
Section 3.9 | Meetings by Means of Conference Telephone | 15 |
Section 3.10 | Committees | 15 |
Section 3.11 | Compensation | 16 |
Section 3.12 | Interested Directors | 17 |
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ARTICLE IV | OFFICERS | 18 |
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Section 4.1 | General | 18 |
Section 4.2 | Election | 18 |
Section 4.3 | Voting Securities Owned by the Corporation | 19 |
Section 4.4 | Chairman of the Board of Directors | 19 |
Section 4.5 | President | 20 |
Section 4.6 | Vice Presidents | 20 |
Section 4.7 | Secretary | 21 |
Section 4.8 | Treasurer | 22 |
Section 4.9 | Assistant Secretaries | 23 |
Section 4.10 | Assistant Treasurers | 23 |
Section 4.11 | Other Officers | 24 |
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ARTICLE V | STOCK | 24 |
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Section 5.1 | Form of Certificates | 24 |
Section 5.2 | Signatures | 24 |
Section 5.3 | Lost Certificates | 24 |
Section 5.4 | Transfers | 25 |
Section 5.5 | Dividend Record Date | 26 |
Section 5.6 | Record Owners | 26 |
Section 5.7 | Transfer and Registry Agents | 26 |
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ARTICLE VI | NOTICES | 27 |
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Section 6.1 | Notices | 27 |
Section 6.2 | Waivers of Notice | 27 |
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ARTICLE VII | GENERAL PROVISIONS | 28 |
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Section 7.1 | Dividends | 28 |
Section 7.2 | Disbursements | 28 |
Section 7.3 | Fiscal Year | 28 |
Section 7.4 | Corporate Seal | 29 |
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ARTICLE VIII | INDEMNIFICATION | 29 |
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Section 8.1 | Directors and Executive Officers. | 29 |
Section 8.2 | Other Officers, Employees and Other Agents. | 29 |
Section 8.3 | Expenses. | 30 |
Section 8.4 | Enforcement. | 31 |
Section 8.5 | Non-Exclusivity of Rights. | 33 |
Section 8.6 | Survival of Rights. | 33 |
Section 8.7 | Insurance. | 33 |
Section 8.8 | Amendments. | 33 |
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Section 8.9 | Saving Clause. | 34 |
Section 8.10 | Certain Definitions. | 34 |
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ARTICLE IX | AMENDMENTS | 36 |
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Section 9.1 | Amendments | 36 |
Section 9.2 | Entire Board of Directors | 37 |
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AMENDED AND RESTATED
BY-LAWS
OF
RENAISSANCE LEARNING, INC.
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1.1
Registered Office. The registered office of the Corporation
shall be at 8040 Excelsior Drive, Suite 200, Madison, Wisconsin 53717.
Section 1.2
Other Offices. The Corporation may also have offices at
such other places, both within and without the State of Wisconsin, as the Board of
Directors may from time to time determine.
1
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1
Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and place, either
within or without the State of Wisconsin, as shall be designated from time to time by the
Board of Directors.
Section 2.2
Annual Meetings. The Annual Meeting of Stockholders for
the election of directors shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors. Any other proper business may be
transacted at the Annual Meeting of Stockholders.
Section 2.3
Special Meetings. Unless otherwise required by law or by
the articles of incorporation of the Corporation, as amended and restated from time to
time (the "Articles of Incorporation"), Special Meetings of Stockholders, for any purpose
or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the
President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant
Secretary, if there be one, and shall be called by any such officer at the request in writing
of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly
designated by the Board of Directors and whose powers and authority include the power
to call such meetings or (iii) stockholders owning a majority of the capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. At a Special Meeting of Stockholders,
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only such business shall be conducted as shall be specified in the notice of meeting (or
any supplement thereto).
Section 2.4
Notice. Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given which shall
state the place, date and hour of the meeting, and, in the case of a Special Meeting, the
purpose or purposes for which the meeting is called. Unless otherwise required by law,
written notice of any meeting shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to notice of and to vote at
such meeting.
Section 2.5
Adjournments. Any meeting of the stockholders may be
adjourned from time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned meeting,
the Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting in accordance with the requirements of Section 4 hereof shall be given to each
stockholder of record entitled to notice of and to vote at the meeting.
Section 2.6
Quorum. Unless otherwise required by applicable law or
the Articles of Incorporation, the holders of a majority of the Corporation's capital stock
issued and outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of
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business. A quorum, once established, shall not be broken by the withdrawal of enough
votes to leave less than a quorum. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the meeting from
time to time, in the manner provided in Section 5 hereof, until a quorum shall be present
or represented.
Section 2.7
Voting. Unless otherwise required by law, the Articles of
Incorporation or these By-Laws or permitted by the rules of any stock exchange on which
the Corporation's shares are listed and traded, any question brought before any meeting of
the stockholders, other than the election of directors, shall be decided by the vote of the
holders of a majority of the total number of votes of the Corporation's capital stock
represented at the meeting and entitled to vote on such question, voting as a single class.
Unless otherwise provided in the Articles of Incorporation, and subject to Section 11(a)
of this Article II, each stockholder represented at a meeting of the stockholders shall be
entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held
by such stockholder. Such votes may be cast in person or by proxy as provided in
Section 8 of this Article II. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of the stockholders, in such officer's discretion, may
require that any votes cast at such meeting shall be cast by written ballot.
Section 2.8
Proxies. Each stockholder entitled to vote at a meeting of
the stockholders or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for such stockholder as proxy,
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but no such proxy shall be voted upon after three years from its date, unless such proxy
provides for a longer period. Without limiting the manner in which a stockholder may
authorize another person or persons to act for such stockholder as proxy, the following
shall constitute a valid means by which a stockholder may grant such authority:
(i)
A stockholder may execute a writing
authorizing another person or persons to act for such stockholder as proxy.
Execution may be accomplished by the stockholder or such stockholder's
authorized officer, director, employee or agent signing such writing or
causing such person's signature to be affixed to such writing by any
reasonable means, including, but not limited to, by facsimile signature.
(ii)
A stockholder may authorize another person
or persons to act for such stockholder as proxy by transmitting or
authorizing the transmission of a telegram or cablegram to the person who
will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person
who will be the holder of the proxy to receive such telegram or cablegram,
provided that any such telegram or cablegram must either set forth or be
submitted with information from which it can be determined that the
telegram or cablegram was authorized by the stockholder. If it is
determined that such telegrams or cablegrams are valid, the inspectors or,
if there are no inspectors, such other persons making that determination
shall specify the information on which they relied.
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Any copy, facsimile telecommunication or other reliable reproduction of the writing,
telegram or cablegram authorizing another person or persons to act as proxy for a
stockholder may be substituted or used in lieu of the original writing, telegram or
cablegram for any and all purposes for which the original writing, telegram or cablegram
could be used; provided, however, that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing, telegram or
cablegram.
Section 2.9
Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Articles of Incorporation, any action required or permitted to be
taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken
without a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its registered
office in the State of Wisconsin, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of the
stockholders are recorded. Delivery made to the Corporation's registered office shall be
by hand or by certified or registered mail, return receipt requested. Every written consent
shall bear the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein unless, within
sixty (60) days of the earliest dated consent delivered in the manner required by this
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Section 9 to the Corporation, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation by delivery to its registered office in the State
of Wisconsin, its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of the stockholders are
recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may
be substituted or used in lieu of the original writing for any and all purposes for which the
original writing could be used, provided that such copy, facsimile or other reproduction
shall be a complete reproduction of the entire original writing. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the meeting if
the record date for such meeting had been the date that written consents signed by a
sufficient number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.
Section 2.10
List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before every meeting of the stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours at least two(2)
business days after notice is given for the meeting, for a period of at least ten (10) days
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prior to the meeting (i) either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held or (ii) during ordinary business hours, at the
principal place of business of the Corporation. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
Section 2.11
Record Date.
(a)
In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to notice of or to
vote at a meeting of the stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a meeting of the
stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.
(b)
In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a meeting, the
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Board of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no record date
has been fixed by the Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is delivered
to the Corporation by delivery to its registered office in the State of Wisconsin, its
principal place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action.
Section 2.12
Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock ledger, the
list required by Section 10 of this Article II or the books of the Corporation, or to vote in
person or by proxy at any meeting of the stockholders.
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Section 2.13
Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct of any
meeting of the stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of the stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or prescribed
by the chairman of the meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) the determination of
when the polls shall open and close for any given matter to be voted on at the meeting;
(iii) rules and procedures for maintaining order at the meeting and the safety of those
present; (iv) limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such other
persons as the chairman of the meeting shall determine; (v) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (vi) limitations on the
time allotted to questions or comments by participants.
Section 2.14
Inspectors of Election. In advance of any meeting of the
stockholders, the Board of Directors, by resolution, the Chairman or the President shall
appoint one or more inspectors to act at the meeting and make a written report thereof.
One or more other persons may be designated as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a meeting of the
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stockholders, the chairman of the meeting shall appoint one or more inspectors to act at
the meeting. Unless otherwise required by applicable law, inspectors may be officers,
employees or agents of the Corporation. Each inspector, before entering upon the
discharge of the duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such inspector's
ability.
ARTICLE III
DIRECTORS
Section 3.1
Number and Election of Directors. The Board of Directors
shall consist of not less than one nor more than fifteen members, the exact number of
which shall initially be fixed by the Incorporator and thereafter from time to time by the
Board of Directors. Except as provided in Section 2 of this Article III, directors shall be
elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each
director so elected shall hold office until the next Annual Meeting of Stockholders and
until such director's successor is duly elected and qualified, or until such director's earlier
death, resignation or removal. Directors need not be stockholders.
Section 3.2
Vacancies. Unless otherwise required by law or the
Articles of Incorporation, vacancies on the Board of Directors or any committee thereof
arising through death, resignation, removal, an increase in the number of directors
constituting the Board of Directors or such committee or otherwise may be filled only by
a majority of the directors then in office, though less than a quorum, or by a sole
remaining director. The directors so chosen shall, in the case of the Board of Directors,
11
hold office until the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal and, in the case of any
committee of the Board of Directors, shall hold office until their successors are duly
appointed by the Board of Directors or until their earlier death, resignation or removal.
Section 3.3
Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors which
may exercise all such powers of the Corporation and do all such lawful acts and things as
are not by statute or by the Articles of Incorporation or by these By-Laws required to be
exercised or done by the stockholders.
Section 3.4
Meetings. The Board of Directors and any committee
thereof may hold meetings, both regular and special, either within or without the State of
Wisconsin. Regular meetings of the Board of Directors or any committee thereof may be
held without notice at such time and at such place as may from time to time be
determined by the Board of Directors or such committee, respectively. Special meetings
of the Board of Directors may be called by the Chairman, if there be one, the President,
or by any director. Special meetings of any committee of the Board of Directors may be
called by the chairman of such committee, if there be one, the President, or any director
serving on such committee. Notice thereof stating the place, date and hour of the meeting
shall be given to each director (or, in the case of a committee, to each member of such
committee) either by mail not less than forty-eight (48) hours before the date of the
meeting, or on such shorter notice as the person or persons calling such meeting may
deem necessary or appropriate in the circumstances.
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Section 3.5
Organization. At each meeting of the Board of Directors or
any committee thereof, the Chairman of the Board of Directors or the chairman of such
committee, as the case may be, or, in his or her absence or if there be none, a director
chosen by a majority of the directors present, shall act as chairman. Except as provided
below, the Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors and of each committee thereof. In case the Secretary shall be absent
from any meeting of the Board of Directors or of any committee thereof, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the absence from
any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the
meeting may appoint any person to act as secretary of the meeting. Notwithstanding the
foregoing, the members of each committee of the Board of Directors may appoint any
person to act as secretary of any meeting of such committee and the Secretary or any
Assistant Secretary of the Corporation may, but need not if such committee so elects,
serve in such capacity.
Section 3.6
Resignations and Removals of Directors. Any director of
the Corporation may resign from the Board of Directors or any committee thereof at any
time, by giving notice in writing to the Chairman of the Board of Directors, if there be
one, the President or the Secretary of the Corporation and, in the case of a committee, to
the chairman of such committee, if there be one. Such resignation shall take effect at the
time therein specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be necessary to
make it effective. Except as otherwise required by applicable law and subject to the
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rights, if any, of the holders of shares of preferred stock then outstanding, any director or
the entire Board of Directors may be removed from office at any time by the affirmative
vote of the holders of at least a majority in voting power of the issued and outstanding
capital stock of the Corporation entitled to vote in the election of directors. Any director
serving on a committee of the Board of Directors may be removed from such committee
at any time by the Board of Directors.
Section 3.7
Quorum. Except as otherwise required by law, the Articles
of Incorporation or the rules and regulations of any securities exchange or quotation
system on which the Corporation’s securities are listed or quoted for trading, at all
meetings of the Board of Directors or any committee thereof, a majority of the entire
Board of Directors or a majority of the directors constituting such committee, as the case
may be, shall constitute a quorum for the transaction of business and the act of a majority
of the directors or committee members present at any meeting at which there is a quorum
shall be the act of the Board of Directors or such committee, as applicable. If the Board
of Directors consists of two directors, one director shall constitute a quorum for the
transaction of business and the act of one director constituting a quorum shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting of the Board of
Directors or any committee thereof, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.
Section 3.8
Actions of the Board by Written Consent. Unless
otherwise provided in the Articles of Incorporation or these By-Laws, any action required
14
or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all the members of the Board of Directors or
such committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or such
committee.
Section 3.9
Meetings by Means of Conference Telephone. Unless
otherwise provided in the Articles of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee thereof, may participate in a
meeting of the Board of Directors or such committee by means of a conference telephone
or other communications equipment by means of which all directors participating in the
meeting can simultaneously hear each other or all communication during the meeting is
immediately transmitted to each participating director and each participating director is
able to immediately send messages to all other participating directors, and participation in
a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.
Section 3.10
Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of the
Corporation. Each member of a committee must meet the requirements for membership,
if any, imposed by applicable law and the rules and regulations of any securities
exchange or quotation system on which the securities of the Corporation are listed or
quoted for trading. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. Subject to the rules and regulations of
15
any securities exchange or quotation system on which the securities of the Corporation
are listed or quoted for trading, in the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of Directors of an alternate
member to replace the absent or disqualified member, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another qualified member of the
Board of Directors to act at the meeting in the place of any absent or disqualified member.
Any committee, to the extent permitted by law and provided in the resolution establishing
such committee, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may require it.
Each committee shall keep regular minutes and report to the Board of Directors when
required. Notwithstanding anything to the contrary contained in this Article III, the
resolution of the Board of Directors establishing any committee of the Board of Directors
and/or the charter of any such committee may establish requirements or procedures
relating to the governance and/or operation of such committee that are different from, or
in addition to, those set forth in these By-Laws and, to the extent that there is any
inconsistency between these By-Laws and any such resolution or charter, the terms of
such resolution or charter shall be controlling.
Section 3.11
Compensation. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary for service
16
as director, payable in cash or securities. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
service as committee members.
Section 3.12
Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the Corporation
and any other corporation, partnership, association or other organization in which one or
more of its directors or officers are directors or officers or have a financial interest, shall
be void or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because any such director's or
officer's vote is counted for such purpose if: (i) the material facts as to the director's or
officer's relationship or interest and as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested directors be less
than a quorum; or (ii) the material facts as to the director's or officer's relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or ratified by the Board
of Directors, a committee thereof or the stockholders. Common or interested directors
17
may be counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
ARTICLE IV
OFFICERS
Section 4.1
General. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a Treasurer. The
Board of Directors, in its discretion, also may choose a Chairman of the Board of
Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Articles of Incorporation or these By-
Laws. The officers of the Corporation need not be stockholders of the Corporation nor,
except in the case of the Chairman of the Board of Directors, need such officers be
directors of the Corporation.
Section 4.2
Election. The Board of Directors, at its first meeting held
after each Annual Meeting of Stockholders (or action by written consent of stockholders
in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation
who shall hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors; and each
officer of the Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any officer elected
by the Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board of
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Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.
Section 4.3
Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in the name of and on behalf of the
Corporation by the President or any Vice President or any other officer authorized to do
so by the Board of Directors and any such officer may, in the name of and on behalf of
the Corporation, take all such action as any such officer may deem advisable to vote in
person or by proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may exercise
any and all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
Section 4.4
Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board of Directors shall be the Chief
Executive Officer of the Corporation, unless the Board of Directors designates the
President as the Chief Executive Officer, and, except where by law the signature of the
President is required, the Chairman of the Board of Directors shall possess the same
power as the President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the absence or
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disability of the President, the Chairman of the Board of Directors shall exercise all the
powers and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other powers as may
from time to time be assigned by these By-Laws or by the Board of Directors.
Section 4.5
President. The President shall, subject to the control of the
Board of Directors and, if there be one, the Chairman of the Board of Directors, have
general supervision of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President shall execute
all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except that the other officers of the Corporation may
sign and execute documents when so authorized by these By-Laws, the Board of
Directors or the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of the
stockholders and, provided the President is also a director, the Board of Directors. If
there be no Chairman of the Board of Directors, or if the Board of Directors shall
otherwise designate, the President shall be the Chief Executive Officer of the Corporation.
The President shall also perform such other duties and may exercise such other powers as
may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.
Section 4.6
Vice Presidents. At the request of the President or in the
President's absence or in the event of the President's inability or refusal to act (and if
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there be no Chairman of the Board of Directors), the Vice President, or the Vice
Presidents if there are more than one (in the order designated by the Board of Directors),
shall perform the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Each Vice President shall
perform such other duties and have such other powers as the Board of Directors from
time to time may prescribe. If there be no Chairman of the Board of Directors and no
Vice President, the Board of Directors shall designate the officer of the Corporation who,
in the absence of the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.
Section 4.7
Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also perform
like duties for committees of the Board of Directors when required. The Secretary shall
give, or cause to be given, notice of all meetings of the stockholders and special meetings
of the Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse
to cause to be given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then either the Board of
Directors or the President may choose another officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the Secretary or any
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Assistant Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature of the
Secretary or by the signature of any such Assistant Secretary. The Board of Directors
may give general authority to any other officer to affix the seal of the Corporation and to
attest to the affixing by such officer's signature. The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.
Section 4.8
Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and the Board
of Directors, at its regular meetings, or when the Board of Directors so requires, an
account of all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation a bond in
such sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of the Treasurer and for
the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property of
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whatever kind in the Treasurer's possession or under the Treasurer's control belonging to
the Corporation.
Section 4.9
Assistant Secretaries. Assistant Secretaries, if there be any,
shall perform such duties and have such powers as from time to time may be assigned to
them by the Board of Directors, the President, any Vice President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of the Secretary's inability
or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Secretary.
Section 4.10
Assistant Treasurers. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be assigned to
them by the Board of Directors, the President, any Vice President, if there be one, or the
Treasurer, and in the absence of the Treasurer or in the event of the Treasurer's inability
or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Treasurer. If required by
the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of the office of Assistant Treasurer and for the
restoration to the Corporation, in case of the Assistant Treasurer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in the Assistant Treasurer's possession or under the Assistant
Treasurer's control belonging to the Corporation.
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Section 4.11
Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other officers
and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 5.1
Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of the
Corporation (i) by the Chairman of the Board of Directors, or the President or a Vice
President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by such
stockholder in the Corporation.
Section 5.2
Signatures. Any or all of the signatures on a certificate
may be a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.
Section 5.3
Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact
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by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issuance of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim that may
be made against the Corporation on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.
Section 5.4
Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, properly endorsed for transfer and payment of all necessary transfer
taxes; provided, however, that such surrender and endorsement or payment of taxes shall
not be required in any case in which the officers of the Corporation shall determine to
waive such requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the Secretary
or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of
stock shall be valid as against the Corporation for any purpose until it shall have been
entered in the stock records of the Corporation by an entry showing from and to whom
transferred.
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Section 5.5
Dividend Record Date. In order that the Corporation may
determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than sixty (60) days prior to such action. If no record date
is fixed, the record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the resolution
relating thereto.
Section 5.6
Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and assessments
a person registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof, except as
otherwise required by law.
Section 5.7
Transfer and Registry Agents. The Corporation may from
time to time maintain one or more transfer offices or agencies and registry offices or
agencies at such place or places as may be determined from time to time by the Board of
Directors.
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ARTICLE VI
NOTICES
Section 6.1
Notices. Whenever written notice is required by law, the
Articles of Incorporation or these By-Laws, to be given to any director, member of a
committee or stockholder, such notice may be given by mail, addressed to such director,
member of a committee or stockholder, at such person's address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the United States
mail. Written notice may also be given personally or by telegram, telex or cable.
Section 6.2
Waivers of Notice. Whenever any notice is required by
applicable law, the Articles of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing, signed by
the person or persons entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. Attendance of a person at a meeting, present in
person or represented by proxy, shall constitute a waiver of notice of such meeting,
except where the person attends the meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of,
any Annual or Special Meeting of Stockholders or any regular or special meeting of the
directors or members of a committee of directors need be specified in any written waiver
of notice unless so required by law, the Articles of Incorporation or these By-Laws.
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ARTICLE VII
GENERAL PROVISIONS
Section 7.1
Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the Wisconsin Business Corporation Law of
(the “WBCL”) and the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting of the Board of
Directors (or any action by written consent in lieu thereof in accordance with Section 8 of
Article III hereof), and may be paid in cash, in property, or in shares of the Corporation's
capital stock. Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of Directors from
time to time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for purchasing any of the shares of capital stock, warrants, rights,
options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of
the Corporation, or for equalizing dividends, or for repairing or maintaining any property
of the Corporation, or for any proper purpose, and the Board of Directors may modify or
abolish any such reserve.
Section 7.2
Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 7.3
Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
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Section 7.4
Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Wisconsin". The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Section 8.1
Directors and Executive Officers. The Corporation shall
indemnify its directors and executive officers to the fullest extent not prohibited by the
WBCL or any other applicable law; provided, however, that the Corporation may modify
the extent of such indemnification by individual contracts with its directors and executive
officers; and, provided, further, that the Corporation shall not be required to indemnify
any director or executive officer in connection with any proceeding (or part thereof)
initiated by such person unless (i) such indemnification is expressly required to be made
by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation,
(iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant
to the powers vested in the Corporation under the WBCL or any other applicable law or
(iv) such indemnification is required to be made under Section 8.4.
Section 8.2
Other Officers, Employees and Other Agents. The
Corporation shall have power to indemnify its other officers, employees and other agents
as set forth in the WBCL or any other applicable law. The Board of Directors shall have
the power to delegate the determination of whether indemnification shall be given to any
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such person except executive officers to such officers or other persons as the Board of
Directors shall determine.
Section 8.3
Expenses. The Corporation shall advance to any person
who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or executive officer, of the
Corporation, or is or was serving at the request of the Corporation as a director or
executive officer of another corporation, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following request
therefor, all expenses incurred by any director or executive officer in connection with
such proceeding provided, however, that if the WBCL requires, an advancement of
expenses incurred by a director or executive officer in his or her capacity as a director or
executive officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit plan) shall
be made only upon delivery to the Corporation of an undertaking (hereinafter an
“undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is no further
right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to
be indemnified for such expenses under this Article VIII or otherwise. Notwithstanding
the foregoing, unless otherwise determined pursuant to Section 8.5, no advance shall be
made by the Corporation to an executive officer of the Corporation (except by reason of
the fact that such executive officer is or was a director of the Corporation in which event
30
this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly made (i) by
a majority vote of directors who were not parties to the proceeding, even if not a quorum,
or (ii) by a committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (iii) if there are no such directors, or such directors so
direct, by independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly and
convincingly that such person acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of the Corporation.
Section 8.4
Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances to directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be effective to the
same extent and as if provided for in a contract between the Corporation and the director
or executive officer. Any right to indemnification or advances granted by this Article VIII
to a director or executive officer shall be enforceable by or on behalf of the person
holding such right in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part, or (ii) no disposition of such
claim is made within ninety (90) days of request therefor. The claimant in such
enforcement action, if successful in whole or in part, shall be entitled to be paid also the
expense of prosecuting the claim. In connection with any claim for indemnification, the
Corporation shall be entitled to raise as a defense to any such action that the claimant has
not met the standards of conduct that make it permissible under the WBCL or any other
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applicable law for the Corporation to indemnify the claimant for the amount claimed. In
connection with any claim by an executive officer of the Corporation (except in any
action, suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such executive officer is or was a director of the Corporation) for
advances, the Corporation shall be entitled to raise a defense as to any such action clear
and convincing evidence that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the Corporation, or
with respect to any criminal action or proceeding that such person acted without
reasonable cause to believe that his conduct was lawful. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because he has met the
applicable standard of conduct set forth in the WBCL or any other applicable law, nor an
actual determination by the Corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct. In any suit brought by a director or executive
officer to enforce a right to indemnification or to an advancement of expenses hereunder,
the burden of proving that the director or executive officer is not entitled to be
indemnified, or to such advancement of expenses, under this Article VIII or otherwise
shall be on the Corporation.
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Section 8.5
Non-Exclusivity of Rights. The rights conferred on any
person by this By-Law shall not be exclusive of any other right which such person may
have or hereafter acquire under any applicable statute, provision of the Articles of
Incorporation, By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in another capacity
while holding office. The Corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by the WBCL, or by
any other applicable law.
Section 8.6
Survival of Rights. The rights conferred on any person by
this By-Law shall continue as to a person who has ceased to be a director or executive
officer and shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 8.7
Insurance. To the fullest extent permitted by the WBCL or
any other applicable law, the Corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or permitted to be indemnified
pursuant to this Article VIII.
Section 8.8
Amendments. Any repeal or modification of this Article
VIII shall only be prospective and shall not affect the rights under this By-Law in effect
at the time of the alleged occurrence of any action or omission to act that is the cause of
any proceeding against any agent of the Corporation.
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Section 8.9
Saving Clause. If this By-Law or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the Corporation
shall nevertheless indemnify each director and executive officer to the full extent not
prohibited by any applicable portion of this Article VIII that shall not have been
invalidated, or by any other applicable law. If this Article VIII shall be invalid due to the
application of the indemnification provisions of another jurisdiction, then the Corporation
shall indemnify each director and executive officer to the full extent under any other
applicable law.
Section 8.10
Certain Definitions. For the purposes of this Article VIII,
the following definitions shall apply:
(1) The term “proceeding” shall be broadly construed and shall include, without
limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and
appeal of, and the giving of testimony in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative.
(2) The term “expenses” shall be broadly construed and shall include, without
limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or
judgment and any other costs and expenses of any nature or kind incurred in connection
with any proceeding.
(3) The term the “Corporation” shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and employees
34
or agents, so that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.
(4) References to a “director,” “executive officer,” “officer,” “employee,” or
“agent” of the Corporation shall include, without limitation, situations where such person
is serving at the request of the Corporation as, respectively, a director, executive officer,
officer, employee, trustee or agent of another corporation, partnership, joint venture, trust
or other enterprise.
(5) References to “other enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes assessed on a person with respect to
an employee benefit plan; and references to “serving at the request of the Corporation”
shall include any service as a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner “not opposed to the best interests of the Corporation” as
referred to in this Article VIII.
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ARTICLE IX
AMENDMENTS
Section 9.1
Amendments. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by
the Board of Directors; provided, however, that notice of such alteration, amendment,
repeal or adoption of new By-Laws be contained in the notice of such meeting of the
stockholders or Board of Directors, as the case may be. All such amendments must be
approved by either the holders of a majority of the outstanding capital stock entitled to
vote thereon or by a majority of the entire Board of Directors then in office.
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Section 9.2
Entire Board of Directors. As used in this Article IX and in
these By-Laws generally, the term "entire Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies.
* * *
Adopted as of: October 19, 2011
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