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EXHIBIT 3.3
BY-LAWS
OF
WICOR, INC.
(a Wisconsin corporation)
Effective August 1, 1993
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BY-LAWS
OF
WICOR, INC.
(a Wisconsin corporation)
Effective August 1, 1993
ARTICLE I. OFFICES
A. Principal and Business Offices
The corporation may have such principal and other business offices,
either within or without the State of Wisconsin, as the Board of Directors
may designate or as the business of the corporation may require from time to
time.
B. Registered Office
The registered office of the corporation required by the Wisconsin
Business Corporation Law to be maintained in the State of Wisconsin may be,
but need not be, identical with the principal office in the State of
Wisconsin, and the address of the registered office may be changed from time
to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.
ARTICLE II. SHAREHOLDERS
A. Annual Meeting
The annual meeting of the shareholders shall be held on the fourth
Thursday in April of each year at 11:00 a.m. local time, or at such other
time and date within thirty days before or after such date as may be fixed by
or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Wisconsin, such meeting shall be held on the next
succeeding business day.
B. Special Meetings
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by the Wisconsin Business Corporation Law, may be
called by the Board of Directors, the Chairman, the Vice Chairman or the
President. The corporation shall call a special meeting of shareholders in
the event that the holders of at least 10% of all of the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting
sign, date and deliver to the corporation one or more written demands for the
meeting describing one or more purposes for which it is to be held. The
corporation shall give notice of such a special meeting within thirty (30)
days after the date that the demand is delivered to the corporation.
C. Place of Meeting
The Board of Directors may designate any place, either within or
without the State of Wisconsin, as the place of meeting for any annual or
special meeting of shareholders. If no designation is made, the place of
meeting shall be the principal office of the corporation. Any meeting may be
adjourned to reconvene at any place designated by vote of the shares
represented there at.
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D. Notice of Meeting
Written notice stating the date, time and place of any meeting of
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) days
nor more than sixty (60) days before the date of the meeting (unless a
different time is provided by the Wisconsin Business Corporation Law or the
articles of incorporation), either personally or by mail, by or at the
direction of the Chairman, the Vice Chairman, the President or the Secretary,
to each shareholder of record entitled to vote at such meeting and to such
other persons as required by the Wisconsin Business Corporation Law. If
mailed, such notice shall be deemed to be effective when deposited in the
United States mail, addressed to the shareholder at his or her address as it
appears on the stock record books of the corporation, with postage thereon
prepaid. If an annual or special meeting of shareholders is adjourned to a
different date, time or place, the corporation shall not be required to give
notice of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment; provided, however, that if a new
record date for an adjourned meeting is or must be fixed, the corporation
shall give notice of the adjourned meeting to persons who are shareholders as
of the new record date.
E. Waiver of Notice
A shareholder may waive any notice required by the Wisconsin Business
Corporation Law, the articles of incorporation or these by-laws before or
after the date and time stated in the notice. The waiver shall be in writing
and signed by the shareholder entitled to the notice, contain the same
information that would have been required in the notice under applicable
provisions of the Wisconsin Business Corporation Law (except that the time
and place of meeting need not be stated) and be delivered to the corporation
for inclusion in the corporate records. A shareholder's attendance at a
meeting, in person or by proxy, waives objection to all of the following:
(a) lack of notice or defective notice of the meeting, unless the shareholder
at the beginning of the meeting or promptly upon arrival objects to holding
the meeting or transacting business at the meeting; and (b) consideration of
a particular matter at the meeting that is not within the purpose described
in the meeting notice, unless the shareholder objects to considering the
matter when it is presented.
F. Fixing of Record Date
The Board of Directors may fix in advance a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders, shareholders entitled to demand a special
meeting as contemplated by Section 2.2 hereof, shareholders entitled to take
any other action, or shareholders for any other purpose. Such record date
shall not be more than seventy (70) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If no record date is fixed by the Board of Directors or by the
Wisconsin Business Corporation Law for the determination of shareholders
entitled to notice of and to vote at a meeting of shareholders, the record
date shall be the close of business on the day before the first notice is
given to shareholders. If no record date is fixed by the Board of Directors
or by the Wisconsin Business Corporation Law for the determination of
shareholders entitled to demand a special meeting as contemplated in Section
2.2 hereof, the record date shall be the date that the first shareholder
signs the demand. Except as provided by the Wisconsin Business Corporation
Law for a court-ordered adjournment, a determination of shareholders entitled
to notice of and to vote at a meeting of shareholders is effective for any
adjournment of such meeting unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting. The
record date for determining shareholders entitled to a distribution
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(other than a distribution involving a purchase, redemption or other
acquisition of the corporation's shares) or a share dividend is the date on
which the Board of Directors authorized the distribution or share dividend,
as the case may be, unless the Board of Directors fixes a different record
date.
G. Shareholders' List for Meetings
After a record date for a special or annual meeting of shareholders has
been fixed, the corporation shall prepare a list of the names of all of the
shareholders entitled to notice of the meeting. The list shall be arranged
by class or series of shares, if any, and show the address of and number of
shares held by each shareholder. Such list shall be available for inspection
by any shareholder, beginning two (2) business days after notice of the
meeting is given for which the list was prepared and continuing to the date
of the meeting, at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held.
A shareholder or his or her agent may, on written demand, inspect and,
subject to the limitations imposed by the Wisconsin Business Corporation Law,
copy the list, during regular business hours and at his or her expense,
during the period that it is available for inspection pursuant to this
Section 2.7. The corporation shall make the shareholders' list available at
the meeting and any shareholder or his or her agent or attorney may inspect
the list at any time during the meeting or any adjournment thereof. Refusal
or failure to prepare or make available the shareholders' list shall not
affect the validity of any action taken at a meeting of shareholders.
H. Quorum and Voting Requirements
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to
that matter. If the corporation has only one class of common stock
outstanding, such class shall constitute a separate voting group for purposes
of this Section 2.8. Except as otherwise provided in the articles of
incorporation, any by-law adopted under authority granted in the articles of
incorporation, or the Wisconsin Business Corporation Law, a majority of the
votes entitled to be cast on the matter shall constitute a quorum of the
voting group for action on that matter. Once a share is represented for any
purpose at a meeting, other than for the purpose of objecting to holding the
meeting or transacting business at the meeting, it is considered present for
purposes of determining whether a quorum exists for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is
or must be set for the adjourned meeting. If a quorum exists, except in the
case of the election of directors, action on a matter shall be approved if
the votes cast within the voting group favoring the action exceed the votes
cast opposing the action, unless the articles of incorporation, any by-law
adopted under authority granted in the articles of incorporation, or the
Wisconsin Business Corporation Law requires a greater number of affirmative
votes. Unless otherwise provided in the articles of incorporation, directors
shall be elected by a plurality of the votes cast by the shares entitled to
vote in the election of directors at a meeting at which a quorum is present.
For purposes of this Section 2.8, "plurality" means that the individuals with
the largest number of votes are elected as directors up to the maximum number
of directors to be chosen at the meeting. Though less than a quorum of the
outstanding votes of a voting group are represented at a meeting, a majority
of the votes so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
I. Conduct of Meeting
The Chairman, and in his or her absence, the Vice Chairman, and in his
or her absence, the President, and in his or her absence, a Vice President in
the order provided under Section 4.10 hereof, and in their absence, any
person chosen by the shareholders present shall call the meeting of the
shareholders to order and shall act as chairman of the meeting, and the
Secretary of the corporation shall act as secretary of all meetings of
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the shareholders, but, in the absence of the Secretary, the presiding officer
may appoint any other person to act as secretary of the meeting.
J. Proxies
At all meetings of shareholders, a shareholder may vote his or her
shares in person or by proxy. A shareholder may appoint a proxy to vote or
otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent of the
corporation authorized to tabulate votes. An appointment is valid for eleven
(11) months from the date of its signing unless a different period is
expressly provided in the appointment form. The presence of a shareholder
who has filed a proxy shall not of itself constitute revocation. The Board
of Directors shall have the power and authority to make rules establishing
presumptions as to the validity and sufficiency of proxies.
K. Voting of Shares
Except as provided in the articles of incorporation or in the Wisconsin
Business Corporation Law, each outstanding share, regardless of class, is
entitled to one vote on each matter voted on at a meeting of shareholders.
L. Action without Meeting
Any action required or permitted by the articles of incorporation or
these by-laws or any provision of the Wisconsin Business Corporation Law to
be taken at a meeting of the shareholders may be taken without a meeting and
without action by the Board of Directors if a written consent or consents,
describing the action so taken, is signed by all of the shareholders entitled
to vote with respect to the subject matter thereof and delivered to the
corporation for inclusion in the corporate records.
M. Acceptance of Instruments Showing Shareholder Action
If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the corporation, if acting in good
faith, may accept the vote, consent, waiver or proxy appointment and give it
effect as the act of a shareholder. If the name signed on a vote, consent,
waiver or proxy appointment does not correspond to the name of a shareholder,
the corporation, if acting in good faith, may accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the shareholder
if any of the following apply:
(1) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to
the corporation is presented with respect to the vote, consent, waiver or
proxy appointment.
(3) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of
this status acceptable to the corporation is presented with respect to the
vote, consent, waiver or proxy appointment.
(4) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's authority
to sign for the shareholder is presented with respect to the vote, consent,
waiver or proxy appointment.
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(5) Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of
the co-owners and the person signing appears to be acting on behalf of all
co-owners.
The corporation may reject a vote, consent, waiver or proxy appointment
if the Secretary or other officer or agent of the corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
ARTICLE III BOARD OF DIRECTORS
A. General Powers, Classification and Number
All corporate powers shall be exercised by or under the authority of,
and the business affairs of the corporation managed under the direction of,
the Board of Directors. The number of directors of the corporation shall be
eleven (11), divided into three classes of four (4), four (4), and three (3)
directors, respectively, and designated as Class I, Class II and Class III,
respectively. At each annual meeting of shareholders the successors to the
class of directors whose terms shall expire at the time of such annual
meeting shall be elected to hold office until the third succeeding annual
meeting of shareholders and until their successors are elected and qualified.
B. Tenure and Qualifications
Each director shall hold office until the next annual meeting of
shareholders in the year in which such director's term expires and until his
or her successor shall have been elected and, if necessary, qualified, or
until there is a decrease in the number of directors which takes effect after
the expiration of his or her term, or until his or her prior retirement,
death, resignation or removal. The retirement or resignation of a director
who is an officer of this corporation or an affiliated corporation, but not
also the chief executive officer of this corporation, shall take effect at
the time he or she ceases to hold his or her position as an officer of this
corporation or an affiliated corporation. Any other director shall resign
from the Board of Directors effective as of the annual meeting of
shareholders next following the date on which he or she attains the age of
seventy (70) years. No person shall be eligible for election as a director
after he or she shall have attained the age of seventy (70) years. A
director may be removed from office only as provided in the articles of
incorporation at a meeting of the shareholders called for the purpose of
removing the director, and the meeting notice shall state that the purpose,
or one of the purposes, of the meeting is removal of the director. A
director may resign at any time by delivering written notice which complies
with the Wisconsin Business Corporation Law to the Board of Directors, to the
Chairman or the President (in his or her capacity as chairperson of the Board
of Directors) or to the corporation. A director's resignation is effective
when the notice is delivered unless the notice specifies a later effective
date. Directors need not be residents of the State of Wisconsin or
shareholders of the corporation. No other restrictions, limitations or
qualifications may be imposed on individuals for service as a director.
C. Regular Meetings
A regular meeting of the Board of Directors shall be held without other
notice than this by-law immediately after the annual meeting of shareholders
and each adjourned session thereof. The place of such regular meeting shall
be the principal business office of the corporation in the State of
Wisconsin, or such other suitable place as may be announced at such
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meeting of shareholders. The Board of Directors may provide, by resolution,
the date, time and place, either within or without the State of Wisconsin,
for the holding of additional regular meetings of the Board of Directors
without other notice than such resolution.
D. Special Meetings
Special meetings of the Board of Directors may be called by or at the
request of the Chairman, the Vice Chairman, the President, Secretary or any
two (2) directors. The Chairman, the Vice Chairman, the President or
Secretary may fix any place, either within or without the State of Wisconsin,
as the place for holding any special meeting of the Board of Directors, and
if no other place is fixed the place of the meeting shall be the principal
business office of the corporation in the State of Wisconsin.
E. Notice; Waiver
Notice of each meeting of the Board of Directors (unless otherwise
provided in or pursuant to Section 3.3) shall be given by written notice
delivered or communicated in person, by telegraph, teletype, facsimile or
other form of wire or wireless communication, or by mail or private carrier,
to each director at his business address or at such other address as such
director shall have designated in writing filed with the Secretary, in each
case not less than forty-eight (48) hours prior to the meeting. The notice
need not describe the purpose of the meeting of the Board of Directors or the
business to be transacted at such meeting. If mailed, such notice shall be
deemed to be effective when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice is given by telegram, such notice
shall be deemed to be effective when the telegram is delivered to the
telegraph company. If notice is given by private carrier, such notice shall
be deemed to be effective when delivered to the private carrier. Whenever
any notice whatever is required to be given to any director of the
corporation under the articles of incorporation or these by-laws or any
provision of the Wisconsin Business Corporation Law, a waiver thereof in
writing, signed at any time, whether before or after the date and time of
meeting, by the director entitled to such notice shall be deemed equivalent
to the giving of such notice. The corporation shall retain any such waiver
as part of the permanent corporate records. A director's attendance at or
participation in a meeting waives any required notice to him or her of the
meeting unless the director at the beginning of the meeting or promptly upon
his or her arrival objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting.
F. Quorum
Except as otherwise provided by the Wisconsin Business Corporation Law
or by the articles of incorporation or these by-laws, a majority of the
number of directors specified in Section 3.1 of these by-laws shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the articles of incorporation or by these by-laws, a
quorum of any committee of the Board of Directors created pursuant to Section
3.12 hereof shall consist of a majority of the number of directors appointed
to serve on the committee. A majority of the directors present (though less
than such quorum) may adjourn any meeting of the Board of Directors or any
committee thereof, as the case may be, from time to time without further
notice.
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G. Manner of Acting
The affirmative vote of a majority of the directors present at a
meeting of the Board of Directors or a committee thereof at which a quorum is
present shall be the act of the Board of Directors or such committee, as the
case may be, unless the Wisconsin Business Corporation Law, the articles of
incorporation or these by-laws require the vote of a greater number of
directors.
H. Conduct of Meetings
The Chairman, and in his or her absence, the Vice Chairman, and in his
or her absence, the President, and in his or her absence, a Vice President in
the order provided under Section 4.10, and in their absence, any director
chosen by the directors present, shall call meetings of the Board of
Directors to order and shall act as chairman of the meeting. The Secretary
of the corporation shall act as secretary of all meetings of the Board of
Directors but in the absence of the Secretary, the presiding officer may
appoint any other person present to act as secretary of the meeting. Minutes
of any regular or special meeting of the Board of Directors shall be prepared
and distributed to each director.
I. Vacancies
Any vacancies occurring in the Board of Directors, including a vacancy
created by an increase in the number of directors, shall be filled only as
provided in the articles of incorporation. A vacancy that will occur at a
specific later date, because of a resignation effective at a later date or
otherwise, may be filled before the vacancy occurs, but the new director may
not take office until the vacancy occurs.
J. Compensation
The Board of Directors, irrespective of any personal interest of any of
its members, may establish reasonable compensation of all directors for
services to the corporation as directors, officers or otherwise, or may
delegate such authority to an appropriate committee. The Board of Directors
also shall have authority to provide for or delegate authority to an
appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and
employees and to their estates, families, dependents or beneficiaries on
account of prior services rendered by such directors, officers and employees
to the corporation.
K. Presumption of Assent
A director who is present and is announced as present at a meeting of
the Board of Directors or any committee thereof created in accordance with
Section 3.12 hereof, when corporate action is taken, assents to the action
taken unless any of the following occurs: (a) the director objects at the
beginning of the meeting or promptly upon his or her arrival to holding the
meeting or transacting business at the meeting; (b) the director dissents or
abstains from an action taken and minutes of the meeting are prepared that
show the director's dissent or abstention from the action taken; (c) the
director delivers written notice that complies with the Wisconsin Business
Corporation Law of his or her dissent or abstention to the presiding officer
of the meeting before its adjournment or to the corporation immediately after
adjournment of the meeting; or (d) the director dissents or abstains from an
action taken, minutes of the meeting are prepared
that fail to show the director's dissent or abstention from the action taken,
and the director delivers to the corporation a written notice of that failure
that complies with the Wisconsin Business Corporation Law promptly after
receiving the minutes. Such right of dissent or abstention shall not apply
to a director who votes in favor of the action taken.
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L. Committees
The Board of Directors by resolution adopted by the affirmative vote of
a majority of all of the directors then in office may create one or more
committees, appoint members of the Board of Directors to serve on the
committees and designate other members of the Board of Directors to serve as
alternates. Each committee shall have two (2) or more members who shall,
unless otherwise provided by the Board of Directors, serve at the pleasure of
the Board of Directors. A committee may be authorized to exercise the
authority of the Board of Directors, except that a committee may not do any
of the following: (a) authorize distributions; (b) approve or propose to
shareholders action that the Wisconsin Business Corporation Law requires to
be approved by shareholders; (c) fill vacancies on the Board of Directors or,
unless the Board of Directors provides by resolution that vacancies on a
committee shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) amend the corporation's articles of
incorporation; (e) adopt, amend or repeal by-laws; (f) approve a plan of
merger not requiring shareholder approval; (g) authorize or approve
reacquisition of shares, except according to a formula or method prescribed
by the Board of Directors; and (h) authorize or approve the issuance or sale
or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except
that the Board of Directors may authorize a committee to do so within limits
prescribed by the Board of Directors. Unless otherwise provided by the Board
of Directors in creating the committee, a committee may employ counsel,
accountants and other consultants to assist it in the exercise of its
authority.
M. Alternate Members of Committees
The Board of Directors may appoint annually and from time to time, as
alternate members of any committee of the Board of Directors, directors to
serve whenever designated by the committee or by the Chairman, the Vice
Chairman or the President to take the place of absent members, or to fill
vacancies on such committee until the next meeting of the Board of Directors.
An alternate member of any committee so designated to serve shall receive
compensation for such service as fixed by the Board of Directors.
N. Telephonic Meetings
Except as herein provided and notwithstanding any place set forth in
the notice of the meeting or these by-laws, members of the Board of Directors
(and any committees thereof created pursuant to Section 3.12 hereof) may
participate in regular or special meetings by, or through the use of, any
means of communication by which all participants may simultaneously hear each
other, such as by conference telephone. If a meeting is conducted by such
means, then at the commencement of such meeting the presiding officer shall
inform the participating directors that a meeting is taking place at which
official business may be transacted. Any participant in a meeting by such
means shall be deemed present in person at such meeting. Notwithstanding the
foregoing, no action may be taken at any meeting held by such means on any
particular matter which the presiding officer determines, in his or her sole
discretion, to be inappropriate under the circumstances for action at a
meeting held by such means. Such determination shall be made and announced
in advance of such meeting.
O. Action Without Meeting
Any action required or permitted by the Wisconsin Business Corporation
Law to be taken at a meeting of the Board of Directors or a committee thereof
created pursuant to Section 3.12 hereof may be taken without a meeting if the
action is taken by all members of the Board or of the committee. The action
shall be evidenced by one or more written consents describing the action
taken, signed by each director or committee member and retained by
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the corporation. Such action shall be effective when the last director or
committee member signs the consent, unless the consent specifies a different
effective date.
ARTICLE IV OFFICERS
A. Number
The principal officers of the corporation shall be a President, the
number of Vice Presidents as authorized from time to time by the Board of
Directors, a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. A Chairman, a Vice Chairman and such other officers and
assistant officers as may be deemed necessary may be elected or appointed by
the Board of Directors. The Board of Directors may also authorize any duly
appointed officer to appoint one or more officers or assistant officers. Any
two (2) or more offices may be held by the same person.
B. Election and Term of Office
The officers of the corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the shareholders.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as is practicable. Each officer shall hold
office until his or her successor shall have been duly elected or until his
or her prior death, resignation or removal.
C. Removal
The Board of Directors may remove any officer and, unless restricted by
the Board of Directors or these by-laws, an officer may remove any officer or
assistant officer appointed by that officer, at any time, with or without
cause and notwithstanding the contract rights, if any, of the officer
removed. The appointment of an officer does not of itself create contract
rights.
D. Resignation
An officer may resign at any time by delivering notice to the
corporation that complies with the Wisconsin Business Corporation Law. The
resignation shall be effective when the notice is delivered, unless the
notice specifies a later effective date and the corporation accepts the later
effective date.
E. Vacancies
A vacancy in any principal office because of death, resignation,
removal, disqualification or otherwise, shall be filled by the Board of
Directors for the unexpired portion of the term. If a resignation of an
officer is effective at a later date as contemplated by Section 4.4 hereof,
the Board of
Directors may fill the pending vacancy before the effective date if the Board
provides that the successor may not take office until the effective date.
F. Chief Executive Officer
The Board of Directors shall from time to time designate the Chairman,
if any, the Vice Chairman, if any, or the President as the Chief Executive
Officer of the corporation. The President shall be the Chief Executive
Officer when the offices of Chairman and Vice Chairman are vacant, or when
the Board of Directors has not designated the Chairman, if any, or the Vice
Chairman, if any, as Chief Executive Officer. Subject to the control of the
Board of Directors, the Chief Executive Officer shall in general supervise
and control all of the business and affairs of the corporation and
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shall perform all duties incident to the office of Chief Executive Officer
and such other duties as may be prescribed by the Board of Directors from
time to time.
G. Chairman
The Chairman, if any, shall, when present, preside at all meetings of
the shareholders and the Board of Directors. He or she shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to
appoint such agents and employees of the corporation as he or she shall deem
necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employees shall hold office at
the discretion of the Chairman. He or she shall have authority to sign,
execute and acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all other documents
or instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board
of Directors, he or she may authorize any other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his or her place and stead. In general, he or she shall perform all duties
incident to the office of Chairman and such other duties as may be prescribed
by the Board of Directors from time to time.
H. Vice Chairman
The Vice Chairman, if any, shall have such authority and
responsibilities as may be prescribed by the Board of Directors from time to
time. In the absence of the Chairman, or in the event of the Chairman's
death or inability to act, or in the event for any reason it shall be
impracticable for the Chairman to act personally, the Vice Chairman shall
perform the duties of the Chairman, and when so acting, shall have all the
powers of and be subject to all of the restrictions upon the Chairman. He or
she shall have authority, subject to such rules as may be prescribed by the
Board of Directors, to appoint such agents and employees of the corporation
as he or she shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents shall hold
office at the discretion of the Vice Chairman. He or she shall have
authority to sign, execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, bonds, stock certificates, contracts, leases, reports and
all other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by
law or the Board of Directors, he or she may authorize the President or other
officer or agent of the corporation to sign, execute and acknowledge such
documents or instruments in his or her place and stead. In general, he or
she shall perform all duties incident to the office of Vice Chairman and such
other duties as may be prescribed by the Chairman or the Board of Directors
from time to time.
I. President
The President shall have such authority and responsibility as may be
prescribed by the Board of Directors from time to time. In the absence of
the Vice Chairman, if any, or in the event of the Vice Chairman's death or
inability to act, or in the event for any reason it shall be impracticable
for the Vice Chairman to act personally, the President shall perform the
duties of the Vice Chairman, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the Vice Chairman. He or she
shall have authority, subject to such rules as may be prescribed by the Board
of Directors, to appoint such agents and employees of the corporation as he
or she shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents shall hold
office at the discretion of the President. He or she shall have authority to
sign, execute and acknowledge, on behalf of the corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports and
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all other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by
law or the Board of Directors, he or she may authorize any other officer or
agent of the corporation to sign, execute and acknowledge such documents or
instruments in his or her place and stead. In general, he or she shall
perform all duties incident to the office of President and such other duties
as may be prescribed by the Chairman, or Vice Chairman, if any, or the Board
of Directors from time to time.
J. The Vice Presidents
In the absence of the President, or in the event of the President's
death, inability or refusal to act, or in the event for any reason it shall
be impracticable for the President to act personally, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election) 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. Any Vice President may
sign, with the Secretary or Assistant Secretary, certificates for shares of
the corporation; and shall perform such other duties and have such authority
as from time to time may be delegated or assigned to him or her by the
Chairman or Vice Chairman, if any, by the President or the Board of
Directors. The execution of any instrument of the corporation by any Vice
President shall be conclusive evidence, as to third parties, of his or her
authority to act in the stead of the Chairman, the Vice Chairman or the
President.
K. The Secretary
The Secretary shall: (a) keep minutes of the meetings of the
shareholders and of the Board of Directors (and of committees thereof) in one
or more books provided for that purpose (including records of actions taken
by the shareholders or the Board of Directors (or committees thereof) without
a meeting); (b) see that all notices are duly given in accordance with the
provisions of these by-laws or as required by the Wisconsin Business
Corporation Law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) maintain a record of the shareholders of the
corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) sign with
the Chairman, the Vice Chairman, the President or a Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general
perform all duties incident to the office of Secretary and have such other
duties and exercise such authority as from time to time may be delegated or
assigned by the Chairman, the Vice Chairman, the President or the Board of
Directors.
L. The Treasurer
The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) maintain appropriate
accounting records; (c) receive and give receipts for moneys due and payable
to the corporation from any source whatsoever, and deposit all such moneys in
the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of
Section 5.4; and (d) in general perform all of the duties incident to the
office of Treasurer and have such other duties and exercise such other
authority as from time to time may be delegated or assigned by the Chairman,
the Vice Chairman, the President or the Board of Directors. If required by
the Board of Directors, the Treasurer shall give a bond for the
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faithful discharge of his or her duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
M. Assistant Secretaries and Assistant Treasurers
There shall be such number of Assistant Secretaries and Assistant
Treasurers as the Board of Directors may from time to time authorize. The
Assistant Secretaries may sign with the Chairman, the Vice Chairman, the
President or a Vice President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated
or assigned to them by the Secretary or the Treasurer, respectively, or by
the Chairman, the Vice Chairman, the President or the Board of Directors.
N. Other Assistants and Acting Officers
The Board of Directors shall have the power to appoint, or to authorize
any duly appointed officer of the corporation to appoint, any person to act
as assistant to any officer, or as agent for the corporation in his or her
stead, or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or
acting officer or other agent so appointed by the Board of Directors or an
authorized officer shall have the power to perform all the duties of the
office to which he or she is so appointed to be an assistant, or as to which
he or she is so appointed to act, except as such power may be otherwise
defined or restricted by the Board of Directors or the appointing officer.
ARTICLE V CONTRACTS, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS
A. Contracts
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute or deliver any instrument in
the name of and on behalf of the corporation, and such authorization may be
general or confined to specific instances. In the absence of other
designation, all deeds, mortgages and instruments of assignment or pledge
made by the corporation shall be executed in the name of the corporation by
the Chairman, the Vice Chairman, the President or one of the Vice Presidents
and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer; the Secretary or an Assistant Secretary, when necessary or
required, shall affix the corporate seal, if any, thereto; and when so
executed no other party to such instrument or any third party shall be
required to make any inquiry into the authority of the signing officer or
officers.
B. Loans
No indebtedness for borrowed money shall be contracted on behalf of the
corporation and no evidences of such indebtedness shall be issued in its name
unless authorized by or under the authority of a resolution of the Board of
Directors. Such authorization may be general or confined to specific
instances.
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C. Checks, Drafts, etc
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall
be signed by such officer or officers, agent or agents of the corporation and
in such manner as shall from time to time be determined by or under the
authority of a resolution of the Board of Directors.
D. Deposits
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as may be selected by or under the authority
of a resolution of the Board of Directors.
E. Voting of Securities Owned by this Corporation
Subject always to the specific directions of the Board of Directors,
(a) any shares or other securities issued by any other corporation and owned
or controlled by this corporation may be voted at any meeting of security
holders of such other corporation by the Chairman of this corporation if he
or she be present, or in his or her absence, by the Vice Chairman of this
corporation if he or she be present, or in his or her absence, by the
President of this corporation if he or she be present, or in his or her
absence by any Vice President of this corporation who may be present, and (b)
whenever, in the judgment of the Chairman, or in his or her absence, the Vice
Chairman, or in his or her absence, the President, or in his or her absence,
any Vice President, it is desirable for this corporation to execute a proxy
or written consent in respect to any shares or other securities issued by any
other corporation and owned by this corporation, such proxy or consent shall
be executed in the name of this corporation by the Chairman, the Vice
Chairman, the President or one of the Vice Presidents of this corporation,
without necessity of any authoriza-tion by the Board of Directors, affixation
of corporate seal, if any, or countersignature or attestation by another
officer. Any person or persons designated in the manner above stated as the
proxy or proxies of this corporation shall have full right, power and
authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.
ARTICLE VI CERTIFICATES FOR SHARES; TRANSFER OF SHARES
A. Certificates for Shares
Certificates representing shares of the corporation shall be in such
form, consistent with the Wisconsin Business Corporation Law, as shall be
determined by the Board of Directors. Such certificates shall be signed by
the Chairman, the Vice Chairman, 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 cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except as provided in Section 6.6.
B. Facsimile Signatures and Seal
The seal of the corporation on any certificates for shares may be a
facsimile. The signature of the Chairman, the Vice Chairman, the President
or Vice President and the Secretary or Assistant Secretary upon a certificate
may be facsimiles if the certificate is manually signed on behalf
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of a transfer agent, or a registrar, other than the corporation itself or an
employee of the corporation.
C. Signature by Former Officers
The validity of a share certificate is not affected if a person who
signed the certificate (either manually or in facsimile) no longer holds
office when the certificate is issued.
D. Transfer of Shares
Prior to due presentment of a certificate for shares for registration
of transfer the corporation may treat the registered owner of such shares as
the person exclusively entitled to vote, to receive notifications and
otherwise to have and exercise all the rights and power of an owner. Where a
certificate for shares is presented to the corporation with a request to
register for transfer, the corporation shall not be liable to the owner or
any other person suffering loss as a result of such registration of transfer
if (a) there were on or with the certificate the necessary endorsements, and
(b) the corporation had no duty to inquire into adverse claims or has
discharged any such duty. The corporation may require reasonable assurance
that such endorsements are genuine and effective and compliance with such
other regulations as may be prescribed by or under the authority of the Board
of Directors.
E. 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.
F. Lost, Destroyed or Stolen Certificates
Where the owner claims that certificates for shares have been lost,
destroyed or wrongfully taken, a new certificate shall be issued in place
thereof if the owner (a) so requests before the corporation has notice that
such shares have been acquired by a bona fide purchaser, (b) files with the
corporation a sufficient indemnity bond if required by the Board of Directors
or any principal officer, and (c) satisfies such other reasonable
requirements as may be prescribed by or under the authority of the Board of
Directors.
G. Consideration for Shares
The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed,
contracts for services to be performed or other securities of the
corporation. Before the corporation issues shares, the Board of Directors
shall determine that the consideration received or to be received for the
shares to be issued is adequate. The determination of the Board of Directors
is conclusive insofar as the adequacy of consideration for the issuance of
shares relates to whether the shares are validly issued, fully paid and
nonassessable. The corporation may place in escrow shares issued in whole or
in part for a contract for future services or benefits, a promissory note, or
otherwise for property to be issued in the future, or make other arrangements
to restrict the transfer of the shares, and may credit distributions in
respect of the shares against their purchase price, until the services are
performed, the benefits or property are received or the promissory note is
paid. If the services are not performed, the benefits or property are not
received or the promissory note is not paid, the corporation may cancel, in
whole or in part, the shares escrowed or restricted and the distributions
credited.
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H. Stock Regulations
The Board of Directors shall have the power and authority to make all
such further rules and regulations not inconsistent with law as it may deem
expedient concerning the issue, transfer and registration of shares of the
corporation.
ARTICLE VII SEAL
The Board of Directors shall provide for a corporate seal for the
corporation which shall be circular in form and shall have inscribed thereon
the name of the corporation, the state of incorporation and the words
"Corporate Seal".
ARTICLE VIII INDEMNIFICATION
Provision of Indemnification. The corporation shall, to the fullest
extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of
the Wisconsin Business Corpora-tion Law, including any amendments thereto
(but in the case of any such amendment, only to the extent such amendment
permits or requires the corporation to provide broader indemnification rights
than prior to such amendment), indemnify its Directors and Officers against
any and all Liabilities, and advance any and all reasonable Expenses,
incurred thereby in any Proceeding to which any such Director of Officer is a
Party because he or she is or was a Director or Officer of the corporation.
The corporation shall also indemnify an employee who is not a Director or
Officer, to the extent that the employee has been successful on the merits or
otherwise in defense of a Proceeding, for all reasonable Expenses incurred in
the Proceeding if the employee was a Party because he or she is or was an
employee of the corporation. The rights to indemnification granted hereunder
shall not be deemed exclusive of any other rights to indemnification against
Liabilities or the advancement of Expenses which a Director, Officer or
employee may be entitled under any written agreement, Board resolution, vote
of shareholders, the Wisconsin Business Corporation Law or otherwise. The
corporation may, but shall not be required to, supplement the foregoing
rights to indemnification against Liabilities and advancement of Expenses
under this Section 8.1 by the purchase of insurance on behalf of any one or
more of such Directors, Officers or employees, whether or not the corporation
would be obligated to indemnify or advance Expenses to such Director, Officer
or employee under this Section 8.1. All capitalized terms used in this
Article VIII and not otherwise defined herein shall have the meaning set
forth in Section 180.0850 of the Wisconsin Business Corporation Law.
ARTICLE IX AMENDMENTS
A. By Shareholder
Except as otherwise provided in the articles of incorporation and
these by-laws, the shareholders shall have the power to adopt, amend, alter,
change or repeal any of the by-laws of the corporation by the affirmative
vote of shareholders holding not less than a majority of the voting power of
the then outstanding shares of all classes of capital stock of the
corporation generally possession, voting rights present or represented at any
annual or special meeting of the shareholders at which a quorum is in
attendance.
B. By Directors
Except as otherwise provided by the Wisconsin Business Corporation Law,
the articles of incorporation and these by-laws, the Board of Directors shall
have the power to adopt, amend, alter, change or repeal any of the by-laws of
the corporation by the affirmative vote of a majority of the directors
present at any meeting of the Board of Directors at which a quorum is in
attendance; but no by-law adopted by the shareholders shall be
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amended or repealed by the Board of Directors if the by-law so adopted so
provides. The manner of adoption of these by-laws or any section or
provision thereof shall not be deemed to impair or negate the power of the
Board of Directors to adopt, amend, alter, change or repeal these by-laws as
provided herein.
C. Implied Amendments
Any action taken or authorized by the shareholders or by the Board of
Directors which would be inconsistent with the by-laws then in effect but
which is taken or authorized by affirmative vote of not less than the number
of shares or the number of directors required to amend the by-laws so that
the by-laws would be consistent with such action shall be given the same
effect as though the by-laws had been temporarily amended or suspended so
far, but only so far, as is necessary to permit the specific action so taken
or authorized.