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Exhibit 3-1
BY-LAWS
OF
WICOR, INC.
(a Wisconsin corporation)
Effective April 22, 1999
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BY-LAWS
OF
WICOR, INC.
(a Wisconsin corporation)
Effective April 22, 1999
ARTICLE I. OFFICES
1.1. 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.
1.2. 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
2.1. 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.
2.2. 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.
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2.3. 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 thereat.
2.4. 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.
2.5. 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.
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2.6. 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 (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.
2.7. 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.
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2.8. 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.
2.9. 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 the shareholders, but, in the absence of the
Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.
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2.10. 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.
2.11. 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.
2.12. 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.
2.13. 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:
(a) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.
(b) 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.
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(c) 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.
(d) The name signed purports to be that of a pledge, 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.
(e) 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
3.1. 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 eight (8), divided into
three classes of four (4), two (2), and two (2) 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.
3.2. 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.
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No person shall be eligible for election as a director after he or she
shall have attained the age of seventy (70) years. Effective April 22,
1999, any non-employee director of the corporation who (i) has a material
change in his or her position or employment, or (ii) is the subject of
media attention that might reflect unfavorably on his or her continued
service on the Board of Directors, or (iii) finds himself or herself to be
in a situation that may present, or appear to present, a conflict of
interest with the corporation, shall submit his or her resignation as a
director, which resignation shall be considered by the Board of Directors
and either accepted or rejected based upon the corporation's best
interests. 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.
3.3. 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 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.
3.4. 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.
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3.5. 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.
3.6. 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.
3.7. 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.
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3.8. 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.
3.9. 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.
3.10. 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.
3.11. 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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3.12. 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.
3.13. 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.
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3.14. 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.
3.15. 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 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
4.1. 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.
4.2. 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.
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4.3. 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.
4.4. 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.
4.5. 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.
4.6. 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 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.
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4.7. 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.
4.8. 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.
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4.9. 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 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.
4.10. 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.
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4.11. 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.
4.12. 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 faithful discharge of his or her duties
in such sum and with such surety or sureties as the Board of Directors
shall determine.
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4.13. 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.
4.14. 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
5.1. 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.
5.2. 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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5.3. 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.
5.4. 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.
5.5. 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 authorization 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.
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ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES
6.1. 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
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 6.6.
6.2. 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 of a transfer agent, or a
registrar, other than the corporation itself or an employee of the
corporation.
6.3. 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.
6.4. 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.
6.5. 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.
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6.6. 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.
6.7. 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.
6.8. 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
7.1. 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".
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ARTICLE VIII. INDEMNIFICATION
8.1. 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 Corporation 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
9.1. 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.
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9.2. 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 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.
9.3. 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.