EXHIBIT 3.58
BY-LAWS
OF
AVISTA, INCORPORATED
AMENDMENT TO BY-LAWS
OF
AVISTA, INCORPORATED
(f/k/a INSIGHT INFORMATION, INC.)
Pursuant to a resolution approved by the Board of Directors and
Shareholders of Avista, Incorporated (the "Company") by unanimous written
consent effective as of November 20, 2003, the following amendments to the
Company's By-Laws were approved:
1. Change the Company name on the By-Laws to "Avista, Incorporated" to
match the Company's Articles of Incorporation.
2. Amend the first sentence of Section 3.2 Number, Tenure and
Qualifications to state that the number of directors shall be three
(3).
3. Delete Section 5.2 Restrictions on Transfers in its entirety.
4. Delete Section 5.5 (first Section 5.5) Intent, regarding the
shareholders being employees, in its entirety.
BY-LAWS OF
AVISTA, INCORPORATED
ARTICLE I. OFFICES
The principal office of the corporation will be in the City of Platteville,
County of Grant, State of Wisconsin. The corporation may also have offices at
other such places within or without the State of Wisconsin as the board may from
time to time determine or the business of the corporation may require.
ARTICLE II. SHAREHOLDERS
Section 2.1 Annual Meeting The annual meeting of the shareholders shall be held
on the first Monday of March of each year, commencing at 6:00 o'clock p.m. for
the purpose of electing directors and for the transaction of such business as
may come before the meeting. In the event of failure to hold the annual meeting
of shareholders in any year on the date herein provided, a subsequent meeting
may be held in lieu thereof as a deferred annual meeting, and any election held
or business done at such subsequent meeting shall be as valid and effectual as
if had been done at a meeting duly held as an annual meeting on the date herein
provided.
Section 2.2 Special meetings Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by Statute, may be called by
the President or the Board of Directors, and shall be called by the President or
the Secretary at the request of the holders of not less than twenty-five percent
(25%) of all the outstanding shares of the corporation entitled to vote at the
meeting.
Section 2.3 Place of Meeting Meetings of the shareholders shall be held at the
principal office of the corporation or at such a place within or without the
State of Wisconsin as the board shall authorize.
Section 2.4 Notice of Meeting Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less that five (5) and not
more that thirty (30) days before the date of the meeting, either personally or
by certified mail, by or at the direction of the President or the Secretary, or
the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock record books of the Corporation, with
postage thereon prepaid.
Section 2.5 Waivers Whenever any notice whatever is required to be given to any
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shareholder of the corporation under the Articles of Incorporation or By-Laws or
any provision of law, the waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the shareholders entitled to such
notice, shall be deemed equivalent to the giving of such notice: provided that
such waiver in respect to any matter of which notice is required under any
provision of Chapter 180, Wisconsin Statutes, shall contain the same information
as would have been required to be included in such notice, except the time and
place of meeting.
Section 2.6 Quorum Unless otherwise provided for in the Articles of
Incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, except as otherwise provided by law. If less than a
quorum of the outstanding shares are represented at a meeting, then the majority
of the shares 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.
Section 2.7 Proxies At all meetings of shareholders, a shareholder entitled to
vote may vote by proxy appointed in writing by shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. The Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxies.
Section 2.8 Informal Action by Shareholders Any action required or permitted by
the Articles of Incorporation or By-Laws or any provision of law to be taken at
a meeting of the shareholder, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1 General Powers The business and affairs of the corporation shall be
managed by its Board of Directors.
Section 3.2 Number, Tenure and Qualifications The number of directors of the
corporation shall be one (1). Directors need not be shareholders to the
corporation. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected or until his death
or until he shall resign or shall have been removed in the manner hereafter
provided. A director may be removed from office by affirmative vote of a
majority of the outstanding shares entitled to vote for the election of such
director, taken at a meeting of
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shareholders called for that purpose, and any vacancy so created may be filled
by the shareholders.
Section 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 same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at the
meeting of the shareholders. The Board of Directors may provide, by resolution,
the time and place whether within or without the State of Wisconsin, for the
holding of additional regular meetings without other notice than such
resolution.
Section 3.4 Special Meetings Special meetings of the Board of Directors may be
called by, or at the request of, the President, the Secretary or any two(2)
Directors. The person or person authorized to call special meetings of the Board
of Directors 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 called by
them.
Section 3.5 Notice Notice of any special meeting shall be given at least
seventy-two (72) hours previously thereto by written notice delivered personally
or by certified mail to each director at his business address, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid.
Section 3.6 Waivers Whenever any notice whatever is required to be given to any
director of the corporation under these By-Laws, or any provision of law, a
waiver thereof in writing, signed at any time, whether before or after the time
of meeting, by the Director entitled to such notice, shall be deemed equivalent
to the giving of such notice. Neither the business to be transacted at, nor the
purpose of, any regular meeting or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
Section 3.7 Quorum A majority of the number of Directors fixed by these By-Laws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
but a majority of the directors present may adjourn the meeting from time to
time without further notice.
Section 3.8 Vacancy Any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of Directors, may be filled until
the next succeeding annual election by the affirmative vote of a majority of the
directors then in office, except that a vacancy created by a removal by the
shareholders may be filled by the shareholders.
Section 3.9 Informal Action Without Meeting Any action required or permitted by
the Articles of Incorporation or By-Laws or any provision of law to be taken by
the Board of Directors at a meeting or by resolution may be taken without a
meeting is a consent in
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writing, setting forth the action so taken, shall be signed by all the directors
then in office.
ARTICLE IV. OFFICERS
Section 4.1 Number The principal officer of the corporation shall be a
President, one or more Vice Presidents, as may be elected or appointed by the
Board of Directors, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of President
and Secretary, and the offices of President and Vice President.
Section 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 its regular meeting following the 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 conveniently may be. Each
officer shall hold office until his successor shall have been duly elected or
until his death or until he resigns of shall have been removed in the manner
hereafter provided.
Section 4.3 Removal Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgement the
best interests of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment shall not of itself create contract rights.
Section 4.4 President The President shall be the chief executive officer of the
corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He 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 may authorize any Vice President
or other officer or agent of the corporation to sign, execute and acknowledge
such documents or instruments in his place and stead. In general, he shall
perform all duties incident to the office of the chief executive officer and
such other duties as may be prescribed by the Board of Directors from time to
time.
Section 4.5 Vice Presidents At the time of election, one or more of the Vice
Presidents may be designated Executive Vice President and one or more of the
Vice Presidents may be designated Senior Vice President. In the absence of the
President or in the event of his death, inability or refusal to act, or in the
event for any reason it shall be impracticable for the President to act
personally, the Executive Vice President, or if more than one, The Executive
Vice Presidents in the order designated at the time of their election, or in the
absence of any such designation, then in the order of their election, or in the
event of his or
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their inability to act then the Senior Vice President or if more than one, The
Senior Vice Presidents in the order designated at the time of their election, or
in the absence of any such designation then in the order of their election, or
in the event of his or their inability to act, then the other Vice Presidents in
the order designated at the time of their election, or in the absence of any
such 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.
Section 4.6 Secretary The Secretary shall: (a)keep the minutes of the meetings
of the shareholders and of the Board of Directors: (b)see that all notices are
duly given in accordance with the provision of these by-laws or as required by
law: (c)be custodian of the corporate records and of the seal of the corporation
and see that all documents, executed on behalf of the corporation, that requires
the corporate seal be affixed with the corporate seal: (d)sign with the
President certificates for shares of the corporation, the issuance of which
address shall have been authorized by resolution of the Board of Directors:
(e)have general charge of the stock transfer books of the corporation: and (f)in
general perform all duties incident to the Office of Secretary and have such
other duties and exercises such authority as from time to time may be delegated
or assigned to him by the President of by the Board of Directors.
Section 4.7 Treasurer The Treasurer shall (a) have charge and custody and be
responsible for all funds and securities of the corporation: (b) keep full and
accurate accounts of receipts and disbursements in the corporate books: (c)
deposit all money and valuables in the name and credit of the corporation as may
be designated by the board: (d) disburse the funds of the corporation as may be
ordered or authorized by the Board of Directors (e) 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 be delegated or assigned to
him by the President or the Board of Directors.
Section 4.8 Salaries The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the corporation.
ARTICLE V. MISCELLANEOUS
Section 5.1 Certificates for Shares Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors, shall be consecutively numbered or otherwise identified, shall be
signed by the President and the Secretary, and sealed with the seal of the
corporation. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof, for all
purposes.
Section 5.2 Restrictions on Transfers No sale, gift, pledge, bequest or other
transfer,
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including without limitation, a transfer by intestate succession or property
division upon divorce, or any share of stock in the Corporation shown on the
books of the Corporation as held by any present or future Shareholder shall be
made, unless such Shareholder or personal representative in the case of death,
shall first deliver to the President or the Secretary of the Corporation an
offer in writing to sell said shares to the Corporation, and the Corporation
shall have the option, within the period of thirty (30) business days after
receipt of such offer by the President or Secretary, to purchase such shares at
either the book value of the shares or offered price. Should the Corporation
elect not to purchase the shares within the time stated, then the Shareholder
shall offer to sell said shares to other Shareholders of the Corporation at the
same price and terms as offered to the Corporation. Such of the other
Shareholders who desire to purchase said shares shall exercise their election to
purchase by giving notice thereof to the selling Shareholder, the Corporation,
and all other Shareholders. In either event, the notice shall specify a date for
the closing of the purchase which shall not be more than 30 days after the date
of the giving of such notice. Unless otherwise agreed to by all Shareholders,
excluding the selling Shareholder, the shares of the selling Shareholder shall
be purchased by the remaining Shareholders in proportion to their then existing
ownership of shares in the Corporation. If any Shareholder does not desire to
purchase shares of the selling Shareholder, his or her entitlement to such
shares shall be allocated between those Shareholders who desire to purchase
shares in proportion to their then existing interests in the Corporation. In the
event that an agreement cannot be reached with respect to the disposition of
fractional shares, such shares shall be purchased by the Corporation. Should the
Shareholders of the Corporation elect not to purchase the shares, then the
seller is at liberty to sell said shares to an employee of the Corporation at
the same price and terms as offered to the Corporation. The above restrictions
shall apply to all transfers by gift inter vivos and all transfer resulting from
the death or divorce of a Shareholder, but does not apply to any transfer to the
Corporation itself or to another Shareholder.
Section 5.3 Indemnification The corporation shall indemnify all directors and
officers to the fullest extent now or hereafter permitted by the Wisconsin
Statutes.
Section 5.4 Fiscal Year The fiscal year of the corporation shall be fixed from
time to time by the Board of Directors.
Section 5.5 Intent It is the intention of the corporation to have the
shareholders of the corporation be employees of the Corporation and to share in
the endeavor of all the shareholders in making the corporation successful.
Section 5.5 Amendments These By-Laws may be altered, amended or repealed and new
By-Laws may be adopted by the shareholders or the Board of Directors at any
annual or special meeting. The Board of Directors shall have the authority to
amend or repeal By-Laws adopted or amended by the shareholders unless the
shareholders shall have provided that such By-Laws or amendment not be subject
to change by the Board of Directors.
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