EXHIBIT (3.2)
BY-LAWS
OF
NATIONAL RESEARCH CORPORATION
(a Wisconsin corporation)
As adopted
September 15, 1997
As amended through
June 13, 2001
ARTICLE I. OFFICES
1.01. 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.
1.02. 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
2.01. Annual Meeting. The annual meeting of the shareholders (the
"Annual Meeting"), commencing with the Annual Meeting in 1998, shall be held on
the second Wednesday in April of each year, or at such other time and date as
may be fixed by resolution of the Board of Directors. In fixing a meeting date
for any Annual Meeting, the Board of Directors may consider such factors as it
deems relevant within the good faith exercise of its business judgment. At each
Annual Meeting, the shareholders shall elect that number of directors equal to
the number of directors in the class whose term expires at the time of such
meeting. At any such Annual Meeting, only other business properly brought before
the meeting in accordance with Section 2.14 of these by-laws may be transacted.
If the election of directors shall not be held on the date designated herein, or
fixed as herein provided, for any Annual Meeting, or any adjournment thereof,
the Board of Directors shall cause the election to be held at a special meeting
of shareholders (a "Special Meeting") as soon thereafter as is practicable.
2.02. Special Meetings.
(a) A Special Meeting may be called only by (i) the President, (ii)
the Secretary or (iii) the Board of Directors and shall be called by the
President upon the demand, in accordance with this Section 2.02, of the holders
of record of shares representing at least 10% of all the votes entitled to be
cast on any issue proposed to be considered at the Special Meeting.
(b) In order that the corporation may determine the shareholders
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareholders entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareholder of record seeking to have shareholders demand a Special Meeting
shall, by sending written notice to the Secretary of the corporation by hand or
by certified or
registered mail, return receipt requested, request the Board of Directors to fix
a Demand Record Date. The Board of Directors shall promptly, but in all events
within ten days after the date on which a valid request to fix a Demand Record
Date is received, adopt a resolution fixing the Demand Record Date and shall
make a public announcement of such Demand Record Date. If no Demand Record Date
has been fixed by the Board of Directors within ten days after the date on which
such request is received by the Secretary, the Demand Record Date shall be the
10th day after the first date on which a valid written request to set a Demand
Record Date is received by the Secretary. To be valid, such written request
shall set forth the purpose or purposes for which the Special Meeting is to be
held, shall be signed by one or more shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature
of each such shareholder (or proxy or other representative) and shall set forth
all information about each such shareholder and about the beneficial owner or
owners, if any, on whose behalf the request is made that would be required to be
set forth in a shareholder's notice described in paragraph (a) (ii) of Section
2.14 of these by-laws.
(c) In order for a shareholder or shareholders to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders of
record as of the Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting must be delivered to the corporation. To be valid, each written
demand by a shareholder for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be held (which purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand Record Date received by the corporation pursuant to
paragraph (b) of this Section 2.02), shall be signed by one or more persons who
as of the Demand Record Date are shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature
of each such shareholder (or proxy or other representative), and shall set forth
the name and address, as they appear in the corporation's books, of each
shareholder signing such demand and the class and number of shares of the
corporation which are owned of record and beneficially by each such shareholder,
shall be sent to the Secretary by hand or by certified or registered mail,
return receipt requested, and shall be received by the Secretary within seventy
days after the Demand Record Date.
(d) The corporation shall not be required to call a Special Meeting
upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2.02, the Secretary receives a written agreement
signed by each Soliciting Shareholder (as defined below), pursuant to which each
Soliciting Shareholder, jointly and severally, agrees to pay the corporation's
costs of holding the Special Meeting, including the costs of preparing and
mailing proxy materials for the corporation's own solicitation, provided that if
each of the resolutions introduced by any Soliciting Shareholder at such meeting
is adopted, and each of the individuals nominated by or on behalf of any
Soliciting Shareholder for election as a director at such meeting is elected,
then the Soliciting Shareholders shall not be required to pay such costs. For
purposes of this paragraph (d), the following terms shall have the meanings set
forth below:
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(i) "Affiliate" of any Person (as defined herein) shall mean any
Person controlling, controlled by or under common control with such first
Person.
(ii) "Participant" shall have the meaning assigned to such term
in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(iii) "Person" shall mean any individual, firm, corporation,
partnership, joint venture, association, trust, unincorporated organization
or other entity.
(iv) "Proxy" shall have the meaning assigned to such term in Rule
14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such term
in Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareholder" shall mean, with respect to any
Special Meeting demanded by a shareholder or shareholders, any of the
following Persons:
(A) if the number of shareholders signing the demand or
demands of meeting delivered to the corporation pursuant to paragraph
(c) of this Section 2.02 is ten or fewer, each shareholder signing any
such demand;
(B) if the number of shareholders signing the demand or
demands of meeting delivered to the corporation pursuant to paragraph
(c) of this Section 2.02 is more than ten, each Person who either (I)
was a Participant in any Solicitation of such demand or demands or
(II) at the time of the delivery to the corporation of the documents
described in paragraph (c) of this Section 2.02 had engaged or
intended to engage in any Solicitation of Proxies for use at such
Special Meeting (other than a Solicitation of Proxies on behalf of the
corporation); or
(C) any Affiliate of a Soliciting Shareholder, if a majority
of the directors then in office determine, reasonably and in good
faith, that such Affiliate should be required to sign the written
notice described in paragraph (c) of this Section 2.02 and/or the
written agreement described in this paragraph (d) in order to prevent
the purposes of this Section 2.02 from being evaded.
(e) Except as provided in the following sentence, any Special Meeting
shall be held at such hour and day as may be designated by whichever of the
President, the Secretary or the Board of Directors shall have called such
meeting. In the case of any Special Meeting called by the President upon the
demand of shareholders (a "Demand Special Meeting"), such meeting shall be held
at such hour and day as may be designated by the Board of Directors; provided ,
however, that the date of any Demand Special Meeting shall be not more than
seventy days after the Meeting Record Date (as defined in Section 2.06 hereof);
and
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provided further that in the event that the directors then in office fail to
designate an hour and date for a Demand Special Meeting within ten days after
the date that valid written demands for such meeting by the holders of record as
of the Demand Record Date of shares representing at least 10% of all the votes
entitled to be cast on each issue proposed to be considered at the Special
Meeting are delivered to the corporation (the "Delivery Date"), then such
meeting shall be held at 2:00 P.M. local time on the 100th day after the
Delivery Date or, if such 100th day is not a Business Day (as defined below), on
the first preceding Business Day. In fixing a meeting date for any Special
Meeting, the President, the Secretary or the Board of Directors may consider
such factors as he or it deems relevant within the good faith exercise of his or
its business judgment, including, without limitation, the nature of the action
proposed to be taken, the facts and circumstances surrounding any demand for
such meeting, and any plan of the Board of Directors to call an Annual Meeting
or a Special Meeting for the conduct of related business.
(f) The corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the corporation
until the earlier of (i) five Business Days following receipt by the Secretary
of such purported demand and (ii) such date as the independent inspectors
certify to the corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting. Nothing contained in this
paragraph (f) shall in any way be construed to suggest or imply that the Board
of Directors or any shareholder shall not be entitled to contest the validity of
any demand, whether during or after such five Business Day period, or to take
any other action (including, without limitation, the commencement, prosecution
or defense of any litigation with respect thereto).
(g) For purposes of these by-laws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close.
2.03. Place of Meeting. The Board of Directors, the President or the
Secretary may designate any place, either within or without the State of
Wisconsin, as the place of meeting for an Annual Meeting or Special Meeting. 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 Board of Directors or by the President or the
Secretary.
2.04. Notice of Meeting. Written notice stating the date, time and
place of any meeting of shareholders shall be delivered not less than ten days
nor more than sixty days before the date of the meeting (unless a different time
period 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
President or the Secretary, to each shareholder of record entitled to vote
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at such meeting and to such other persons as required by the Wisconsin Business
Corporation Law. In the event of any Demand Special Meeting, such notice of
meeting shall be sent not more than thirty days after the Delivery Date. If
mailed, notice pursuant to this Section 2.04 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. Unless otherwise required by the Wisconsin Business
Corporation Law or the articles of incorporation of the corporation, a notice of
an Annual Meeting need not include a description of the purpose for which the
meeting is called. In the case of any Special Meeting, (a) the notice of meeting
shall describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting and (b) in the case of a Demand Special
Meeting, the notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands received by the corporation in accordance
with Section 2.02 of these by-laws and (ii) shall contain all of the information
required in the notice received by the corporation in accordance with Section
2.14(b) of these by-laws. If an Annual Meeting or Special Meeting 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
Meeting 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 Meeting Record Date.
2.05. 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 any Annual
Meeting or Special 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.
2.06. Fixing of Record Date. The Board of Directors may fix in advance
a date not less than ten days and not more than seventy days prior to the date
of an Annual Meeting or Special Meeting as the record date for the determination
of shareholders entitled to notice of, or to vote at, such meeting (the "Meeting
Record Date"). In the case of any Demand Special Meeting, (i) the Meeting Record
Date shall be not later than the 30th day after the Delivery Date and (ii) if
the Board of Directors fails to fix the Meeting Record Date within thirty days
after the Delivery Date, then the close of business on such 30th day shall be
the Meeting Record Date. The shareholders of record on the Meeting Record Date
shall be the shareholders entitled to notice of and to vote at the meeting.
Except as provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of
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shareholders entitled to notice of and to vote at an Annual Meeting or Special
Meeting is effective for any adjournment of such meeting unless the Board of
Directors fixes a new Meeting Record Date, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting. The Board of Directors may also fix in advance a date as the record
date for the purpose of determining shareholders entitled to take any other
action or determining shareholders for any other purpose. Such record date shall
be not more than seventy days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. 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 authorizes the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date.
2.07. Shareholders' List for Meetings. After a Meeting Record Date 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 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 2.07. 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.
2.08. Quorum and Voting Requirements; Postponements; Adjournments.
(a) Shares entitled to vote as a separate voting group may take action
on a matter at any Annual Meeting or Special Meeting only if a quorum of those
shares exists with respect to that matter. If the corporation has only one class
of stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 2.08. Except as otherwise provided 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 any
Annual Meeting or Special 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 Meeting 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 or the Wisconsin
Business Corporation
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Law requires a greater number of affirmative votes. Unless otherwise provided in
the articles of incorporation, each director to be elected shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election of
directors at an Annual Meeting or Special Meeting at which a quorum is present.
(b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution by shareholders if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the President or pursuant to a resolution of the Board of Directors. No notice
of the time and place of adjourned meetings need be given except as required by
the Wisconsin Business Corporation Law. At any 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 notified.
2.09. Conduct of Meeting. The President, and in his or her absence, a
Vice President in the order provided under Section 4.07 of these by-laws, and in
their absence, any person chosen by the shareholders present shall call any
Annual Meeting or Special Meeting to order and shall act as chairperson 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.
2.10. Proxies. At any Annual Meeting or Special Meeting, 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
months from the date of its signing unless a different period is expressly
provided in the appointment form. Unless otherwise provided, a proxy may be
revoked at any time before it is voted, either by written notice filed with the
Secretary or the acting secretary of the meeting or by oral notice given by the
shareholder to the presiding officer during the meeting. The presence of a
shareholder who has filed his or her appointment of proxy shall not itself
constitute a revocation. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiently of proxies.
2.11. Voting of Shares.
(a) Each outstanding share shall be entitled to one vote upon each
matter submitted to a vote at an Annual Meeting or Special Meeting, except to
the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the Wisconsin Business Corporation Law or the
articles of incorporation of the corporation.
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(b) Shares held by another corporation, if a sufficient number of
shares entitled to elect a majority of the directors of such other corporation
is held directly or indirectly by this corporation, shall not be entitled to
vote at an Annual Meeting or Special Meeting, but shares held in a fiduciary
capacity may be voted.
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 an Annual Meeting or Special Meeting may
be taken without a meeting 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.
(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 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.
(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.
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2.14. Notice of Shareholder Business and Nomination of Directors.
(a) Annual Meetings.
(i) Nominations of persons for election to the Board of Directors
of the corporation and the proposal of business to be considered by the
shareholders may be made at an Annual Meeting (A) pursuant to the
corporation's notice of meeting, (B) by or at the direction of the Board of
Directors or (C) by any shareholder of the corporation who is a shareholder
of record at the time of giving of notice provided for in this by-law and
who is entitled to vote at the meeting and complies with the notice
procedures set forth in this Section 2.14.
(ii) For nominations or other business to be properly brought
before an Annual Meeting by a shareholder pursuant to clause (C) of
paragraph (a)(i) of this Section 2.14, the shareholder must have given
timely notice thereof in writing to the Secretary of the corporation. To be
timely, a shareholder's notice shall be received by the Secretary of the
corporation at the principal offices of the corporation not less than sixty
days nor more than ninety days prior to the second Wednesday in the month
of April; provided, however, that in the event that the date of the Annual
Meeting is advanced by more than thirty days or delayed by more than sixty
days from the second Wednesday in the month of April, notice by the
shareholder to be timely must be so received not earlier than the 90th day
prior to the date of such Annual Meeting and not later than the close of
business on the later of (x) the 60th day prior to such Annual Meeting and
(y) the 10th day following the day on which public announcement of the date
of such meeting is first made. Such shareholder's notice shall be signed by
the shareholder of record who intends to make the nomination or introduce
the other business (or his duly authorized proxy or other representative),
shall bear the date of signature of such shareholder (or proxy or other
representative) and shall set forth: (A) the name and address, as they
appear on this corporation's books, of such shareholder and the beneficial
owner or owners, if any, on whose behalf the nomination or proposal is
made; (B) the class and number of shares of the corporation which are
beneficially owned by such shareholder or beneficial owner or owners; (C) a
representation that such shareholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to make the nomination or introduce the
other business specified in the notice; (D) in the case of any proposed
nomination for election or re-election as a director, (I) the name and
residence address of the person or persons to be nominated, (II) a
description of all arrangements or understandings between such shareholder
or beneficial owner or owners and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination is
to be made by such shareholder, (III) such other information regarding each
nominee proposed by such shareholder as would be required to be disclosed
in solicitations of proxies for elections of directors, or would be
otherwise required to be disclosed, in each case pursuant to Regulation 14A
under the Exchange Act, including any information that would be required to
be included in a proxy statement filed pursuant to Regulation 14A had the
nominee been nominated by
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the Board of Directors and (IV) the written consent of each nominee to be
named in a proxy statement and to serve as a director of the corporation if
so elected; and (E) in the case of any other business that such shareholder
proposes to bring before the meeting, (I) a brief description of the
business desired to be brought before the meeting and, if such business
includes a proposal to amend these by-laws, the language of the proposed
amendment, (II) such shareholder's and beneficial owner's or owners'
reasons for conducting such business at the meeting and (III) any material
interest in such business of such shareholder and beneficial owner or
owners.
(iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 2.14 to the contrary, in the event that
the number of directors to be elected to the Board of Directors of the
corporation is increased and there is no public announcement naming all of
the nominees for director or specifying the size of the increased Board of
Directors made by the corporation at least seventy days prior to the second
Wednesday in the month of April, a shareholder's notice required by this
Section 2.14 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
received by the Secretary at the principal offices of the corporation not
later than the close of business on the 10th day following the day on which
such public announcement is first made by the corporation.
(b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to
shareholders pursuant to Section 2.04 of these by-laws. Nominations of persons
for election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
corporation who (A) is a shareholder of record at the time of giving of such
notice of meeting, (B) is entitled to vote at the meeting and (C) complies with
the notice procedures set forth in this Section 2.14. Any shareholder desiring
to nominate persons for election to the Board of Directors at such a Special
Meeting shall cause a written notice to be received by the Secretary of the
corporation at the principal offices of the corporation not earlier than ninety
days prior to such Special Meeting and not later than the close of business on
the later of (x) the 60th day prior to such Special Meeting and (y) the 10th day
following the day on which public announcement is first made of the date of such
Special Meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. Such written notice shall be signed by the shareholder
of record who intends to make the nomination (or his duly authorized proxy or
other representative), shall bear the date of signature of such shareholder (or
proxy or other representative) and shall set forth: (A) the name and address, as
they appear on the corporation's books, of such shareholder and the beneficial
owner or owners, if any, on whose behalf the nomination is made; (B) the class
and number of shares of the corporation which are beneficially owned by such
shareholder or beneficial owner or owners; (C) a representation that such
shareholder is a holder of record of shares of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the nomination specified in the notice; (D) the name and residence address
of the person or persons to be nominated; (E) a description of all arrangements
or understandings between such shareholder or beneficial owner or owners and
each nominee and any other person or persons (naming such
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person or persons) pursuant to which the nomination is to be made by such
shareholder; (F) such other information regarding each nominee proposed by such
shareholder as would be required to be disclosed in solicitations of proxies for
elections of directors, or would be otherwise required to be disclosed, in each
case pursuant to Regulation 14A under the Exchange Act, including any
information that would be required to be included in a proxy statement filed
pursuant to Regulation 14A had the nominee been nominated by the Board of
Directors; and (G) the written consent of each nominee to be named in a proxy
statement and to serve as a director of the corporation if so elected.
(c) General.
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 2.14 shall be eligible to serve as
directors. Only such business shall be conducted at an Annual Meeting or
Special Meeting as shall have been brought before such meeting in
accordance with the procedures set forth in this Section 2.14. The chairman
of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was
made in accordance with the procedures set forth in this Section 2.14 and,
if any proposed nomination or business is not in compliance with this
Section 2.14, to declare that such defective proposal shall be disregarded.
(ii) For purposes of this Section 2.14, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this Section
2.14, a shareholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Section 2.14. Nothing in this Section 2.14
shall be deemed to limit the corporation's obligation to include
shareholder proposals in its proxy statement if such inclusion is required
by Rule 14a-8 under the Exchange Act.
ARTICLE III. BOARD OF DIRECTORS
3.01. 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 five (5), divided into three classes,
designated as Class I, Class II and Class III; and such classes shall consist of
one (1), two (2) and two (2) director(s), respectively. At the first meeting of
shareholders at which directors are elected after the date these by-laws are
adopted, the directors of Class I shall be elected for a term to expire at the
first Annual Meeting after their election, and until their successors are duly
elected and qualified, the directors of Class II shall be elected for a term to
expire at the second Annual Meeting after their election, and until
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their successors are duly elected and qualified, and the directors of Class III
shall be elected for a term to expire at the third Annual Meeting after their
election, and until their successors are duly elected and qualified. At each
Annual Meeting after the first meeting of shareholders at which directors are
elected after the date these by-laws are adopted, 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, and until
their successors are duly elected and qualified.
3.02. Tenure and Qualifications. Each director shall hold office until
the next Annual Meeting in the year in which such director's term expires and
until his or her successor shall have been duly 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. 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 President 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.
3.03. 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 and each adjourned session thereof. The place of such regular meeting
shall be the same as the place of the Annual Meeting which precedes it, or such
other suitable place as may be announced at such Annual Meeting. 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.
3.04. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
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 office of the corporation in the State of Wisconsin.
3.05. Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03 of these by-laws)
shall be given by written notice delivered 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 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
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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.
3.06. 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 3.01 of these by-laws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. In the event that there are only two directors then in office, a
quorum for the transaction of business at any meeting of the Board of Directors
shall consist of one-third of the number of directors specified in Section 3.01
of these by-laws. 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 of these by-laws 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.
3.07. 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.
3.08. Conduct of Meetings. The President, and in his or her absence, a
Vice President in the order provided under Section 4.07 of these by-laws, 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 chairperson 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.
3.09. 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
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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 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 of these by-laws, 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.
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 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
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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. 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 of these by-laws) 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.
3.14. 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 of these
by-laws 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
4.01. 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. 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 or more offices may be held by
the same person.
4.02. 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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4.03. 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.
4.04. 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.
4.05. 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 4.04 of these
by-laws, 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.
4.06. President. The President shall be the principal executive
officer of the corporation and, subject to the direction of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. The President shall, when present, preside at all
meetings of the shareholders and of 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 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 Vice 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 President and such other duties as may be prescribed by the Board of
Directors from time to time.
4.07. 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
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him or her by the President or by 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 President.
4.08. 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
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 President or by the Board of Directors.
4.09. 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 5.04 of these by-laws; 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 President or by 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.
4.10. 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 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
President or the Board of Directors.
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4.11. 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.
4.12. Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS
5.01. 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 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.
5.02. 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.
5.03. 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.
5.04. 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.
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5.05. 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 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 President, or in his or her absence, of
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 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.
5.06. No Nominee Procedures. The corporation has not established, and
nothing in these by-laws shall be deemed to establish, any procedure by which a
beneficial owner of the corporation's shares that are registered in the name of
a nominee is recognized by the corporation as a shareholder under Section
180.0723 of the Wisconsin Business Corporation Law.
ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES
6.01. 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 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 6.06 of these by-laws.
6.02. Facsimile Signatures and Seal. The seal of the corporation, if
any, on any certificates for shares may be a facsimile. The signature of 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.
6.03. 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.
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6.04. 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.
6.05. 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.
6.06. Lost, Destroyed or Stolen Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the person requesting such new certificate or
certificates, or his or her legal representative, to give the corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
6.07. 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 other 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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6.08. 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
7.01. The Board of Directors may provide for a corporate seal for the
corporation.
ARTICLE VIII. FISCAL YEAR
8.01. The fiscal year of the corporation shall be from January 1 to
December 31.
ARTICLE IX. INDEMNIFICATION
9.01. 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 or 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 9.01 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 9.01.
All capitalized terms used in this Article IX and not otherwise defined herein
shall have the meaning set forth in Section 180.0850 of the Wisconsin Business
Corporation Law.
ARTICLE X. AMENDMENTS
10.01. By Shareholders. Except as otherwise provided in the articles
of incorporation or these by-laws, these by-laws may be amended or repealed and
new by-laws may be adopted by the shareholders at any Annual Meeting or Special
Meeting at which a quorum is in attendance.
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10.02. By Directors. Except as otherwise provided by the Wisconsin
Business Corporation Law or the articles of incorporation, these by-laws may
also be amended or repealed and new by-laws may be adopted by the Board of
Directors by affirmative vote of a majority of the number of directors present
at any meeting at which a quorum is in attendance; provided, however, that the
shareholders in adopting, amending or repealing a particular by-law may provide
therein that the Board of Directors may not amend, repeal or readopt that
by-law.
10.03. 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.
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