EXHIBIT 3(ii)
BY-LAWS
of
BADGER PAPER MILLS, INC.
A Corporation
ARTICLE I. Offices
1.01 Principal and Business Offices. The corporation may have such
principal and other business offices in addition to Peshtigo, Wisconsin,
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 of the corporation, 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 shall be
held on the second Tuesday in May in each year at 10:00 o'clock A. M., or
at such other time and date within thirty days before or after said 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. If the election of
directors shall not be held on the day designated herein, or fixed as
herein provided, for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as
conveniently may be.
2.02 Special Meeting. Special meetings of the shareholders, for any
purpose of purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board of Directors, the President or Board of
Directors or by the person designated in the written request of the holder
of not less than one-tenth of all shares of the corporation entitled to
vote at the meeting.
2.03 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 meeting or for any special meeting called by the
Board of Directors. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal business
office of the corporation in Peshtigo, Wisconsin, or such other suitable
place in Marinette County, Wisconsin as may be designated by the person
calling such meeting, but any meeting may be adjourned to reconvene at any
place designated by vote of a majority of the shares represented thereat.
2.04 Notice of Meeting. Written notice stating the place, day, and
hour of the meeting 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 fifty (50) days before the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the 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.
2.05 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, seventy (70) days. If the
stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to bote at a meeting of
shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be
not more than seventy (70) days and, in case of a meeting of shareholders,
not less than ten (10) days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If
the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the close of business on the date on which notice of the meeting
is mailed or on the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has been
made as provided in this section, such determination shall be applied to
any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of
closing has expired. 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 under Section 2.02, 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 an 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 120 days
after the date fixed for the original meeting.
2.06 Voting Records. 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 shall 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, her, or its 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, her, or its
expense, during the period that it is available for inspection pursuant to
Section 2.07. The corporation shall make the shareholders' list available
at the meeting and any shareholder or his, her, or its 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.
2.07 Quorum. 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. 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 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 or the Wisconsin Business
Corporation Law requires a greater number of affirmative votes. Unless
otherwise provided in the articles of incorporation, each director 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.
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 notified.
2.08 Conduct of Meetings. The Chairman of the Board of Directors or,
and in his absence, the President, and in his or her absence, a Vice-
President in the order provided under Section 4.06, and in their absence,
any person chosen by the shareholders present shall call the meeting of
the shareholders in 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.
2.09 Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the
shareholder or by his or her duly authorized attorney in fact. Such proxy
shall be filed with the Secretary of the corporation before or at the time
of the meeting. Unless otherwise provided in the proxy, 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, her, or its
proxy shall not of itself constitute a revocation. 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.
2.10 Voting of Shares. There shall be no cumulative voting of shares.
Each outstanding share shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
2.11 Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the
president of such corporation or any other officer appointed by such
president. A proxy executed by any principal officer of such other
corporation or assistant thereto shall be conclusive evidence of the
signer's authority to act, in the absence of express notice to this
corporation, given in writing to the Secretary of this corporation,
of the designation of some other person by the board of directors or
the by-laws of such other corporation.
(b) Legal Representatives and Fiduciaries. Shares held by a
Personal Representative, guardian, conservator, trustee in
bankruptcy, receiver, or assignee for creditors may be voted by such
holder, either in person or by proxy, without a transfer of such
shares into his, her or its name. Shares standing in the name of a
fiduciary may be voted by such fiduciary, either in person or by
proxy. A proxy executed by a fiduciary shall be conclusive evidence
of the signer's authority to act, in the absence of express written
notice to the Secretary of this corporation that such manner of
voting is expressly prohibited or otherwise directed by the document
creating the fiduciary relationship.
(c) Pledgees. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
(d) Treasury Stock. Treasury shares shall not be voted at any
meeting or counted in determining the total number of outstanding
shares entitled to vote.
(e) Minors. Shares held by a minor may be voted by such minor
in person or by proxy, and no such vote shall be subject to
disaffirmance or avoidance, unless prior to such vote the Secretary
of the corporation has received written notice or has actual
knowledge that such shareholder is a minor.
(f) Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or
spendthrift in person or by proxy and no such vote shall be subject
to disaffirmance or avoidance, unless prior to such vote the
Secretary of the corporation has actual knowledge that such
shareholder has been adjudicated an incompetent or spendthrift or
actual knowledge of filing of judicial proceedings for appointment of
a guardian.
(g) Joint Tenants. Shares registered in the names of two or
more individuals who are named in the registration as joint tenants
may be voted in person or by proxy signed by any one or more of such
individuals if either (i) no other such individual or his legal
representative is present and claims the right to participate in the
voting of such shares or prior to the vote files with the Secretary
of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or
signing the proxy proposed to be voted, or (ii) all such other
individuals are decreased and the Secretary of the corporation has no
actual knowledge that the survivor has been adjudicated not to be the
successor to the interests of those deceased.
ARTICLE III. Board of Directors
3.01 General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of
directors of the corporation shall be as determined from time to time by
the Board of Directors, but shall not be less than five nor more than nine
persons.
3.02 Tenure and Qualifications. Each director shall be a stockholder
of the corporation but need not be a resident of the State of Wisconsin.
Each director shall hold office for a term of three years according to the
Class to which such director is elected under this Section 3.02, until his
or her prior death, resignation or removal. Any director may be removed
from office by affirmative vote of two-thirds of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose or by the affirmative vote of two-
thirds of the directors in office at the time such vote is taken. Any
director may resign at any time by filing his or her written resignation
with the Secretary of the corporation.
The Board of Directors shall be divided into three Classes which shall
have equal numbers of directors to the extent practicable. The initial
term of office of Class I shall expire at the annual meeting of the
shareholders in 1982; the initial term of office of Class II shall expire
at the annual meeting of shareholders in 1983; and the initial term of
office of Class III shall expire at the annual meeting of shareholders in
1984. Each such Class shall have a regular three-year term commencing at
the expiration of the respective initial terms. The current directors of
the corporation hereby are designated members of the classes as follows:
Class I Class II Class III
Timothy M. Dempsey Alvin O. Adrian Bennie C. Burish
Robert G. Schrank Robert F. Ecker Edwin A. Meyer, Jr.
This Section 3.02 may not be amended, altered or repealed except upon the
affirmative vote of two-thirds of the outstanding shares entitled to vote
upon such matters, taken at a meeting of shareholders called for that
purpose.
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 of the shareholders, and each adjourned session thereof.
The place of such regular meeting shall be the same as the place of the
meeting of the shareholders which precedes it, or such other suitable
place as may be announced at such meeting of shareholders. The Board of
Directors also shall meet regularly on the first Tuesday of February, on
the fourth Wednesday of July, on the fourth Tuesday in October, and at
such time and place as may be fixed by the Chairman of the Board of
Directors, in his absence, by the President. The Board of Directors may
provide, by resolution, the time and place, either within or without the
State of Wisconsin, for the holding of additional regular meetings 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 Chairman of the Board of Directors,
the President, Secretary, or any two directors. The Chairman, the
President or Secretary calling any special meeting 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, and if no other place is fixed, the place of
meeting shall be the principal business office of the corporation in
Peshtigo, Wisconsin.
3.05 Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given
by written notice delivered personally or mailed or given by telegraph or
facsimile to each director at his or her 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 three days prior thereto. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram or facsimile, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company and if
by facsimile, when transmission is made. Whenever any notice whatever is
required to be given to any director of the corporation under the Articles
of Incorporation or 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. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director
attends a meeting and objects thereat to the transaction of any business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
3.06 Quorum. Except as otherwise provided by law or by the Articles
of Incorporation or these by-laws, a majority of the number of directors
as provided in Section 3.01 shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but a majority of
the directors present (though less than such quorum) may adjourn the
meeting from time to time without further notice.
3.07 Manner of Acting. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by the
Articles of Incorporation or these by-laws.
3.08 Conduct of Meetings. The Chairman of the Board of Directors or,
in his absence, the President, and in his or her absence, a Vice-President
in the order provided by the Board of Directors 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 Assistant Secretary or any director or other
person present to act as Secretary of the meeting.
3.09 Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may
be filled by either: the shareholders; the Board of Directors; or, if the
directors then remaining in office constitute fewer than quorum of the
Board of Directors, by the affirmative vote of a majority of the directors
remaining in office; provided, however, that if such vacancy shall have
been created by removal of a director by vote of the shareholders, the
shareholders shall have the right to fill such vacancy at the same meeting
at which removal was voted, or any adjournment of that meeting. Directors
elected by the shareholders under this Section 3.09 shall hold office
until the next annual meeting of shareholders at which the term of the
Class to which they have been elected shall expire.
3.10 Compensation. The Board of Directors, by affirmative vote of
majority of the directors then in office, and 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 to 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 service rendered by such
directors, officers and employees to the corporation.
3.11 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; (3) adopt, amend or repeal by-laws; (f) approve a plan of
merger not requiring shareholder approval; (g) authorize or approve re-
acquisition 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 in creating the
committee, a committee may employ counsel, accountants and other
consultants to assist it in the exercise of its authority.
Audit Committee. There shall be an Audit Committee composed of not
less than three (3), nor more than five (5) members of the Board of
Directors, a majority of whom shall be directors who are not active
officers of the corporation. It shall be the duty of the Audit Committee
to recommend to the Board of Directors the accounting firm to be selected
by the Board, or to be recommended by it for shareholder approval, as
independent auditor of the corporation and to act on behalf of the Board
in meeting and reviewing with the independent auditors and the appropriate
corporate officers matters relating to corporate financial reporting and
accounting procedures and policies, adequacy of financial, accounting, and
operating controls, and the scope of the respective audits of the
independent auditors and of any internal auditor of the corporation. The
Committee shall review the results of such audits with the respective
auditing agency and promptly shall report thereon to the Board of
Directors. The Committee additionally shall submit to the Board of
Directors any recommendations it may have from time to time with respect
to financial reporting and accounting practices and policies and
financial, accounting, and operation controls and safeguards.
3.12 Unanimous Consent 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 if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors then in office.
3.13 Telephonic Meetings. Except as provided by this by-law, 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 by a quorum of the Board of Directors at a
telephonic meeting or other meeting utilizing electronic communication of
all participating directors:
6 are informed that a meeting is taking place at which
official business may be transacted;
6 simultaneously may hear each other during the meeting;
6 immediately is able to send messages to all other
participating directors; and
6 if all communication during the meeting immediately is
transmitted to each participating director.
No meeting of the Board of Directors held pursuant to this by-law may vote
upon a plan of merger of shares exchange; or to sell, lease, exchange or
otherwise dispose of substantial property or assets of the corporation; to
dissolve voluntarily or to revoke voluntary dissolution proceedings; or to
file for bankruptcy.
3.14 Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of
which he or she is a member at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his or
her dissent shall be entered in the minutes of the meeting or unless he
or she shall file his or her written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary
of the corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such
action.
ARTICLE IV. Officers
4.01 Number. The principal officers of the corporation shall be a
President, not more than five Vice-Presidents, 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 the President and
Secretary, and the offices of President and Vice-President.
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 conveniently may be. 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.
4.03 Resignation; Removal. Any officer may resign at any time by
delivering written notice to an officer of the corporation. A resignation
shall be effective when delivered unless the notice specifies a later date
which is accepted by the corporation. Any officer or agent may be removed
by the Board of Directors whenever in its judgement the best interest 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.
4.04 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.
4.05 President. The President shall be the Chief Executive Officer
and Chief Operating Officer of the corporation. Subject to the controls
of the Board of Directors, he or she shall have the general management and
control of the business of the corporation. 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. The
President shall have the 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
ordinary business of the corporation, or which shall be authorized by
resolution of the Board of Directors. Except as otherwise provided by law
or the Board of Directors, the President may authorize any Vice-President
or 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 have all the powers and duties usually vested
in the office of the President of the corporation.
4.06 The Vice-Presidents. In the absence of the President, or in the
event of 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
assign to 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.
4.07 The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are fully given
in accordance with the provisions 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 the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under this
seal is duly authorized; (d) keep or arrange for the keeping of a register
of the post office addresses of each shareholder which shall be furnished
to the Secretary by such 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 an exercise such authority as from
time to time may be delegated or assigned to him or her by the President
or by the Board of Directors.
4.08 The Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for money 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; and (c) 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 to him or her 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.
4.09 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.
4.10 Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any
officer, or as agent for the corporation in his 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 shall have the power to
perform all the duties of the office to which he or she is so appointed to
be 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.
4.11 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 is also a director of the
corporation.
ARTICLE V. Contracts, Loans, Checks, and
Deposits; Special Corporate Accounts
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 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.
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 be
present, or in his absence by the Treasurer of this corporation, and (b)
whenever, in the judgment of the President, or in his absence, the
Treasurer, 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 the
Treasurer of the this Corporation, without necessity of any authorization
by the Board of Directors, affixation of corporate seal 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 Indemnification. Indemnification by the corporation shall be
provided pursuant to Wisconsin Statute Section 180.0859 et. seq. Such
indemnification shall be provided to directors, officers, employees, and
agents of the corporation. Directors and officers eligible for
indemnification shall include:
(a) A natural person who is or was a director or officer of the
corporation.
(b) A natural person who, while a director or officer of the
corporation is or was serving at the request of the corporation
as a director, officer, partner, trustee, member of any
governing or decision making committee, employee or agent of
another corporation or foreign corporation, partnership, joint
venture, trust or other enterprise.
(c) A natural person who, while a director or officer of the
corporation, is or was serving an employee benefit plan because
his or her duties to the corporation also imposed duties on, or
otherwise involved services by, the person to the plan or to
participants in or beneficiaries of the plan.
(d) And, unless the context requires otherwise, the estate or
personal representative of a director or officer.
The corporation shall indemnify a director, officer, employee or agent
to the extent he or she has been successful on the merits or otherwise in
the defense of a proceeding for all reasonable expenses incurred in the
proceeding if the director, officer, employee, or agent was a party
because he or she is a member or officer of the corporation.
In cases not included under the above paragraph, the corporation shall
indemnify a director, officer, employee or agent against liability
incurred by that person in a proceeding to which that person was a party
because he or she is or was a director, officer, employee, or agent of the
corporation, unless liability was incurred because that person breached or
failed to perform a duty he or she owed to the corporation and the breach
or failure to perform constitutes any of the following:
(a) A willful failure to deal fairly with the corporation or
its shareholders in connection with a matter in which the person
has a material conflict of interest.
(b) A violation of criminal law unless the person had a
reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful.
(c) A transaction from which the person derived an improper
personal profit.
(d) Willful misconduct.
For purposes of this Article, "expenses" shall be defined to include
fees, costs, charges, disbursements, attorneys fees and other expenses
incurred in connection with the proceeding. "Liability" includes an
obligation to pay a judgment, settlement, penalty, assessment, forfeiture
or fine, including an excess tax assessment with respect to an employee
benefit plan, and reasonable expenses. "Party" includes a natural person
who was, or is threatened to be made, a named defendant or respondent in a
proceeding. "Proceeding" means any threatened, pending or completed
civil, criminal, administrative or investigative action, suit, arbitration
or other proceeding, whether formal or informal, which involves foreign,
federal, state or local law and which is brought by or in the right of the
corporation or by any other person.
The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of no contest or an equivalent plea, does not,
by itself, create a presumption that indemnification of the director or
officer is not required.
The director, officer, employee, or agent seeking indemnification shall
select one of the following means for determining his or her right to
indemnification:
(a) By a majority vote of a quorum of the Board of Directors
consisting of directors not at the time parties to the sale or
related proceedings. If a quorum of disinterested directors
cannot be obtained, by majority vote of a committee duly
appointed by the Board of Directors and consisting solely of two
or more directors not at the same parties to the same or related
proceedings. Directors who are parties to the same or related
proceedings may participate in the designation of members of the
committee.
(b) By independent legal counsel selected by a quorum of the
Board of Directors or its committee in the manners prescribed in
paragraph (a) above, or, if unable to obtain such quorum or
committee, by a majority vote of the full Board of Directors,
including directors who are parties to the same or related
proceedings.
(c) By a panel of three arbitrators consisting of one
arbitrator selected by those directors entitled under paragraph
(b) to select independent legal counsel, one arbitrator selected
by the director or officer seeking indemnification, and one
arbitrator selected by the two arbitrators previously selected.
(d) By an affirmative vote of shares as provided in Wisconsin
Statutes Sections 180.0725 through 180.0727. Shares owned by,
or voted under the control of, persons who are at the time
parties to the same or related proceedings, whether as
plaintiffs or defendants or in any other capacity, may not be
voted in making the determination.
(e) By a Court under Wisconsin Statutes Section 180.0854.
(f) By any other method provided for and any additional right
to indemnification permitted under Wisconsin Statutes Section
180.0858.
Upon written request by a person who is a party to a proceeding, a
corporation may pay or reimburse his or her reasonable expenses as
incurred if the person provides the corporation with a written affirmation
of his or her good faith belief that he or she has not reached or failed
to perform his or her duties to the corporation. A bond or undertaking
need not be required prior to the advancement of such expenses.
Indemnification additional to that set forth in this Article may be
provided by resolution of the Board of Directors except as restricted by
law.
ARTICLE VI. Certificates for Shares and Their Transfer
6.01 Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed
by the President, a Vice-President, and by the Secretary or an Assistant
Secretary. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the corporation.
All certificates surrendered to the corporation for transfer shall be
cancelled and no new certificate shall be issued until the former
certificates for a like number of shares shall have been surrendered and
cancelled, except as provided in Section 6.06.
6.02 Facsimile Signatures and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the
President, a 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, other than the corporation itself.
6.03 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 said
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.
6.04 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.
6.05 Lost, Destroyed or Stolen Certificates. Where the owner claims
that his or her certificate for shares has 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, and (b) files with the
corporation a sufficient indemnity bond, and (c) satisfies such other
reasonable requirements as may be prescribed by or under the authority of
the Board of Directors.
6.06 Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the
Board of Directors. The consideration to be paid for shares may be paid
in whole or in part, in money, in other property, tangible or intangible,
or in labor or services actually performed for the corporation. When
payment of the consideration for which shares are to be issued shall have
been received by the corporation, such shares shall be deemed to be fully
paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.
6.07 Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Wisconsin as it may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the corporation.
ARTICLE VII. Mergers, Consolidations, Sales,
Reorganizations of the Corporation
Except as otherwise expressly provided in this Article VII: (i) any
merger or consolidation of the corporation with or into any other
corporation; or (ii) any sale, lease, exchange or other disposition of all
or substantially all of the assets of the corporation to, or with any
other corporation, person or other entity, shall require the affirmative
vote of the holders of at least two-thirds of the outstanding shares of
capital stock of the corporation issued and outstanding and entitled to
vote if, as of the record date for the determination of shareholders
entitled to notice thereof and to vote thereon, such other corporation,
person or entity is the beneficial owner, directly or indirectly, of five
percent or more of the outstanding shares of capital stock of the
corporation issued and outstanding and entitled to vote.
This provision of this Article VII shall not apply to any transaction
described in clauses (i) or (ii) of this Article, (a) with another
corporation person or other entity if the Board of Directors of the
corporation by resolution shall have approved a memorandum of
understanding with such other corporation, person or other entity with
respect to and substantially consistent with such transaction prior to the
time such other corporation, person or other entity became the beneficial
owner, directly or indirectly of five percent or more of the outstanding
shares of capital stock of the corporation entitled to vote; or (b) which
has been approved by resolution unanimously adopted by the whole Board of
Directors of the corporation at any time prior to the consummation
thereof.
For the purpose of this Article VII, a corporation, person or other
entity shall be deemed to be the beneficiary owner of any shares of
capital stock of the corporation (i) which it has the right to acquire
pursuant to any agreement, or upon exercise of conversion rights, warrants
or options, or otherwise, or (ii) which are beneficially owned, directly
or indirectly [including shares deemed owned through application of clause
(i) of this paragraph above], by any other corporation, person or entity
(a) with which it or its "affiliate" or Associate" (as reference below)
has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of capital stock of the
corporation or (b) which is its "affiliate" or "Associate" as those terms
were defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934 as in effect on April 21, 1981. For the
purposes of this Article VII, the outstanding shares of capital stock of
the corporation shall include shares deemed owned through he application
of clauses (i) and (ii) of this paragraph but shall not include any other
shares which may be issuable pursuant to any agreement, or upon exercise
of conversion rights, warrants or options, or otherwise.
The Board of Directors of the corporation shall have the power and duty
to determine for the purposes of this Article VII on the basis of
information then known to it, whether (a) any corporation, person or other
entity beneficially owns, directly or indirectly five percent or more of
the outstanding shares of capital stock of the corporation entitled to
vote; (b) any sale lease, exchange or other disposition of part of the
assets of the corporation; and (c) the memorandum of understanding
referred to above is substantially consistent with the transaction to
which it relates. Any such determination by the Board shall be conclusive
and binding for all purposes of this Article VII.
This Article VII may not be amended or rescinded except by the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of capital stock of the corporation issued and outstanding and
entitled to vote at any regular meeting of the shareholders, if notice of
the proposed alteration or amendment be contained in the notice of the
meeting.
ARTICLE VIII. Reports Concerning Mergers or Acquisitions
If the corporation shall receive from any person or entity any written
notice of an intention to acquire the corporation or all, or substantially
all, of its assets, or to merge the corporation into such entity or a
business organization associated with such person or entity, the Board of
Directors promptly shall review and assess the social and economic effects
of such intended acquisition or merger. The review and assessment shall
include, but shall not be limited to, the effects on shareholders, the
effects on employees, including their health and safety, and the effects
on customers and suppliers of the corporation on the Peshtigo community
and the environment. The review and assessment shall be completed within
ninety days of receipt by the corporation of such written notice of intent
to acquire or merge. A written report of such review and assessment shall
be prepared and distributed promptly to the shareholders.
This Article VIII may not be amended or rescinded except by the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of capital stock of the corporation issued and outstanding and
entitled to vote at any regular or special meeting of the shareholders, if
notice of the proposed alteration or amendment be contained in the notice
of the meeting.
ARTICLE IX. Seal
9.01 The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate
Seal."
ARTICLE X. Amendments
10.01 By Shareholders. These By-Laws may be altered, amended or
repealed and new By-Laws may be adopted by the shareholders by affirmative
vote of not less than a majority of the shares present or represented at
any annual or special meeting of the shareholders at which a quorum is in
attendance, except as otherwise provided by any By-Law.
10.02 By Directors. These By-Laws also may be altered, 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; but no By-Law adopted by the
shareholders shall be amended or repealed by the Board of Directors if bye
By-Law so adopted provides for altering amendment or repeal only upon the
vote of the shareholders.
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 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 be taken or authorized.
10.04 Procedures for Shareholder Amendments and Nominations.
Proposals by shareholders for amendment of these By-Laws or the Articles
of Incorporation of the corporation, and nominations by shareholders of
directors for the Board of Directors, shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to
the Secretary of the corporation not less than 120 days prior to the date
of release of annual meeting proxy materials tot he shareholders. The
date of release for any year shall be scheduled to provide the same period
of notice to shareholders as was provided to them for the next preceding
annual shareholders meeting; provided, however, that if a special meeting
of shareholders is called for any purpose such notice shall be delivered
or mailed to the Secretary, as prescribed, not later than the seventh day
following the day on which notice of such meeting was mailed to
shareholders.
10.05 Procedures for Amendments and Nominations by the Board of
Directors. Notice of proposals by the Board of Directors for Amendment of
these By-Laws or the Articles of Incorporation of the Corporation where
shareholder approval is required by these By-Laws or by the Articles of
Incorporation, and nominations of directors by the Board of Directors
shall be made by affirmative vote of the number of directors present at
any meeting at which a quorum is in attendance, except as otherwise
provided by these By-Laws.
10.06 Form of Notices of Amendments and Nominations.
(a) Each notice of a proposal to amend these By-Laws or the
Articles of Incorporation of the corporation shall set forth the
exact wording of the proposed amendment and a brief explanation
of the purpose and possible effect of the proposed amendment.
(b) Each notice of nomination of a director to the Board of
Directors shall set forth: (i) the name, age, business address
and, if known, residence address of such nominee; (ii) his or
her principal occupation or employment; (iii) the number of
shares of stock of the corporation owned by such nominee; and
(iv) a brief statement of such other facts as may be relevant to
the election of such nominee to the Board of Directors of the
corporation.
(c) If the corporation shall oppose any proposal received from
a shareholder for amendment of these By-Laws or the Articles of
Incorporation, or for nomination of a director, upon the request
of the shareholder it shall include in the notice of such
proposal a statement by the proponent in support of the
proposal. Any such statement shall be limited to not more than
200 words unless the Board of Directors otherwise provides.
10.07 Action on Defective Proposals and Nominations. If the Chairman
of any meeting of the shareholders at which a proposal to amend these By-
Laws or the Articles of Incorporation of the corporation, or the
nomination of a director to the Board of Directors, is to be considered
for action shall determine that such proposal or nomination has not been
made according to the procedures prescribed by these By-Laws it shall be
so stated to such meeting and the said proposal or nomination shall not be
considered for action at that meeting or any adjournment thereof.