Exhibit 3.2
1. | The text of the amendment to Section 2 of ARTICLE II of the Corporation’s Restated By-laws follows, with deleted text shown with a strikethrough and added text shown with an underline, in bold: |
Section 2.Tenure and Qualifications. Each director shall hold office until the annual meeting of shareholders at which his term expires and until his successor shall have been elected, or until his prior death, resignation or removal. A director shall not be eligible to stand for re-election at any annual meeting of shareholders following his |
2. | The text of the amendments to ARTICLE V of the Corporation’s Restated By-laws follows, with deleted text shown with a strikethrough and added text shown with an underline, in bold: |
Section 1.Certificates for Shares; Shares Without Certificates. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the Chairman or the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6 of this Article V. Shares of the Corporation may also be issued, withoutcertificates to the full extent such issuance is allowed by the Wisconsin Business Corporation Law and the listingstandards of the New York Stock Exchange (or any applicable stock exchange on which the shares are listed). To theextent required by the Wisconsin Business Corporation Law, within a reasonable time after the issuance or transfer ofshares without a certificate, the Corporation shall send to the registered owner thereof a written notice that shallset forth (a) the name of the Corporation; (b) that the Corporation is organized under the laws of the State ofWisconsin; (c) the name of the shareholder; (d) the number and class (and the designation of the series, if any) of theshares represented; (e) if applicable, a summary of the designations, relative rights, preferences and limitationsapplicable to each class, and, if applicable, the variations in rights, preferences and limitations determined for eachseries and the authority of the Board of Directors to determine variations for future series (or a conspicuousstatement that upon written request the Corporation will furnish the shareholder with this information without charge);and (f) if applicable, any restrictions on the transfer or registration of such shares of stock imposed by the Articlesof Incorporationof the Corporation, as amended from time to time, these By-laws, any agreement among shareholders orany agreement between shareholders and the Corporation. |
Section 2.Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the Chairman or President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. |
Section 3.Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. |
Section 4.Transfer of Shares. Prior to due presentment of |
Section 5.Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation upon the transfer of such shares. |
Section 6.Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, thenthe Corporation may issue, in its discretion, a new certificate |
Section 7.Consideration for Shares. The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation. When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable by the Corporation. No |
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Section 8.Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation. |
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