Exhibit 3.2
BY-LAWS
OF
BANDO McGLOCKLIN CAPITAL CORPORATION
ARTICLE I. OFFICES
1.1. PRINCIPAL AND BUSINESS OFFICES. The corporation may have
such principal and other business offices, either within or without the
State of Wisconsin, as the Board of Directors may designate or as the
business of the corporation may require from time to time.
1.2. REGISTERED OFFICE. The registered office of the
corporation required by the Wisconsin Statutes 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. The business
office of the registered agent of the corporation shall be identical to
such registered office.
ARTICLE II. SHAREHOLDERS
2.1. ANNUAL MEETING. The annual meeting of the shareholders
shall be held at 2:00 o'clock p.m. on Monday of the first week in the
month of June commencing in 1981, 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.
2.2. SPECIAL MEETING. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or the Board of Directors or by the person
designated in the written request of the holders of not less than one-
tenth of all shares of the corporation entitled to vote at the meeting.
2.3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of
meeting for any annual meeting or for any special meeting called by the
Board of Directors. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either within or
without the State of Wisconsin, as the place for the holding of such
meeting. 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 the State of Wisconsin or such other suitable place in the
county of such principal office 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.
2.4. 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 (unless a longer period is required by law or the articles
of incorporation) nor more than fifty days before the date of the meeting,
either personally or by mail, by or at the direction of the President, or
the Secretary, or other officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the
stock record books of the corporation, with postage thereon prepaid.
2.5. 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, fifty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten 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 fifty and, in case
of a meeting of shareholders, not less than ten days prior to the date on
which the particular actions, 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
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.
2.6. VOTING RECORDS. The officer or agent having charge of the
stock transfer books for shares of the corporation shall, before each
meeting of the shareholders, make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, with the
address of and the number of shares held by each, which list shall be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting for the purposes of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting
of the shareholders. Failure to comply with the requirements of this
section shall not affect the validity of any action taken at such meeting.
2.7. QUORUM. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present the affirmative vote of the majority
of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless the vote of a
greater number or voting by classes is required by law or the articles of
incorporation. Though less than a quorum of the outstanding shares are
represented at a meeting, a majority of the shares 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.
2.8. CONDUCT OF MEETINGS. The President, and in his 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 to order and shall act as chairman of the
meeting, and the Secretary of the corporation shall act as secretary of
all meetings of the shareholders, but, in the absence of the Secretary,
the presiding officer may appoint any other person to act as secretary of
the meeting.
2.9. PROXIES. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed by the
shareholder or by his duly authorized attorney in fact. Such proxy shall
be filed with the Secretary of the corporation before or at the time of
the meeting. 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 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. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares or
any class or classes are enlarged, limited or denied by the articles of
incorporation.
2.11. VOTING OF SHARES BY CERTAIN HOLDERS.
(a) OTHER CORPORATIONS. Shares standing 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 an
administrator, executor, guardian, conservator, trustee in bankruptcy,
receiver, or assignee for creditors may be voted by him, either in person
or by proxy, without a transfer of such shares into his name, provided
that there is filed with the Secretary before or at the time of meeting
proper evidence of his incumbency and the number of shares held. Shares
standing in the name of a fiduciary may be voted by him, 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
notice to this corporation, given in writing to the Secretary of the
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 AND SUBSIDIARIES. Neither treasury shares,
nor shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation
is held by this corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares entitled to vote, but
shares of its own issue held by this corporation in a fiduciary capacity,
or held by such other corporation in a fiduciary capacity, may be voted
and shall be 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 or the corporation
has received written notice or has actual knowledge that such shareholder
is a minor. Upon receipt of said written notice or actual knowledge by
the Secretary of the corporation shares held by a minor shall thereafter
be voted by the guardian of said beneficiary
(f) INCOMPETENTS. Shares held by an incompetent may be voted
by such incompetent 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 actual knowledge of filing a
judicial proceedings for appointment of a guardian. Upon receipt by the
Secretary of the corporation of actual knowledge of said adjudication or
filing, shares held by an incompetent shall thereafter be voted by the
guardian of said incompetent, provided said guardian otherwise qualifies
to vote said shares pursuant to the by-laws.
(g) JOINT TENANTS. Shares registered in the names of two or
more individuals 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 deceased 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.
(h) TRUSTEE OF VOTING TRUST. Any number of shareholders of the
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares
by entering into a written voting trust agreement specifying the terms and
conditions of the voting trust, depositing a counterpart of the agreement
with the corporation at its registered office and transferring their
shares to such trustee or trustees for the purpose of the agreement. The
trustee or trustees shall be entitled to vote and otherwise represent the
shares which are subject to the trust provided that such trustee or
trustees shall keep a record of the holders voting trust certificates
evidencing a beneficial interest in the voting trust, giving the names and
addresses of all such holders and the number and class of shares in
respect of which the voting trust certificates held by each are issued and
shall deposit a copy of such record with the corporation at its registered
office, and provided further that the counterpart of the voting trust
agreement and the copy of such record so deposited with the corporation
are subject to the same right of examination by a shareholder of the
corporation, in person or by agent or attorney as are the books and
records of the corporation, and are subject to examination by any holder
of a beneficial interest in the voting trust, either in person or by agent
or attorney, at any reasonable time for any proper purpose.
2.12. WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice
whatever is required to be given to any shareholder 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 shareholder entitled to such notice, shall be
deemed equivalent to the giving of such notice; provided that such waiver
in respect to any matter of which notice is required under any provision
of the Wisconsin Business Corporation Law, shall contain the same
information as would have been required to be included in such notice,
except the time and place of meeting.
2.13. 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 at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
2.14. TELEPHONE MEETINGS. Shareholders may participate in
and hold meetings by means of a conference telephone or similar
communications arrangement by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute presence in person at the meeting, except where a person
participates in the meeting for the sole and express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.
ARTICLE III. BOARD OF DIRECTORS
3.1. GENERAL POWERS AND NUMBER. The business and affairs of the
corporation shall be managed by its Board of Directors except as otherwise
provided in the articles of incorporation. The number of directors of the
corporation shall be seven (7).
3.2. TENURE AND QUALIFICATIONS. Each director shall hold office
until the next annual meeting of shareholders and until his successor
shall have been elected, or until his prior death, resignation or removal.
A director may be removed from office by affirmative vote of a majority of
the outstanding shares entitled to vote for the election of such director,
taken at a meeting of shareholders called for that purpose. A director
may resign at any time by filing his written resignation with the
Secretary or the corporation. Directors need not be residents of the
State of Wisconsin or shareholders of the corporation.
3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately
after the annual meeting of shareholders, and each adjourned session
thereof. The place of such regular meeting shall be the same as the place
of the meeting of shareholders which precedes it, or such other suitable
place as may be announced at such meeting of shareholders. 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.
3.4. 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 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 the State of Wisconsin.
3.5. NOTICE; WAIVER. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.3) shall
be given by written notice delivered personally or mailed or given by
telegram to each director at his business address or at such other address
as such director shall have designated in writing filed with the
Secretary, not less than ten (10) days if by mail and not less than ten
(10) days if by telegram or personal delivery. 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 is given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. 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.
3.6. QUORUM. Except as otherwise provided by law or by the
articles of incorporation or these by-laws, a majority of the number of
directors set forth in Section 3.1 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.
3.7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors, unless the act of a greater number is required by law
or by the articles of incorporation, or these by-laws.
3.8. OF MEETINGS. The President, and in his absence, a Vice
President in the order provided under Section 4.06, 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.
3.9. VACANCIES. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, may be filled until the next succeeding annual election by the
affirmative vote of a majority of the directors then in office, though
less than a quorum of the Board of Directors; providing, that in case of a
vacancy created by the removal of a director by vote of the shareholders,
the shareholders shall have the right to fill such vacancy at the same
meeting or any adjournment thereof.
3.10. COMPENSATION. The Board of Directors, by affirmative
vote of a 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 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 of the corporation
who is present at a meeting of the Board of Directors or a committee
thereof of which he is a member at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall
file his 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.
3.12. COMMITTEES. The Board of Directors by resolution
adopted by the affirmative vote of a majority of the number of directors
set forth in Section 3.1 may designate one or more committees, each
committee to consist of three or more directors elected by the Board of
Directors, which to the extent provided in said resolution as initially
adopted, and as thereafter supplemented or amended by further resolution
adopted by a like vote, shall have and may exercise, when the Board of
Directors is not in session, the powers of the Board of Directors in the
management of the business and affairs of the corporation, except action
in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or
committees created pursuant to this section. The Board of Directors may
elect one or more of its members as alternate members of any such
committee who may take the place of any absent member or members at any
meeting of such committee, upon request by the President or upon request
by the chairman of such meeting. Each such committee shall fix its own
rules governing the conduct of its activities and shall make reports to
the Board of Directors of its activities as the Board of Directors may
request.
3.13. 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.
3.14. TELEPHONE MEETINGS. Directors may participate in and
hold meeting by means of a conference telephone or similar communications
arrangement by means of which all persons participating in the meeting can
hear each other. Participation in such a meeting shall constitute
presence in person at the meeting, except where a person participates in
the meeting for the sole and express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE IV. OFFICERS
4.1. NUMBER. The principal officer of the corporation shall be
a Chairman of the Board, a President, one (1) Vice President, a Secretary
and a Treasurer, each of whom shall be elected by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person, except the offices of President
and Secretary and the offices of President and Vice President.
4.2. ELECTION AND TERM OF OFFICE. The officers of the
corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Each officer may
hold office until his successor shall have been duly elected or until his
prior death, resignation or removal.
4.3. REMOVAL. Any officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Election or appointment shall not of itself create contract rights.
4.4. VACANCIES. A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.
4.5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
the principal and chief executive officer of the corporation, and subject
to the control of the Board of Directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, in
the absence of the President, preside at all meetings of the shareholders
and of the Board of Directors. He 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 shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority
to them. Such agents and employees shall hold office at the discretion of
the Chairman of the Board. He shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds,
stock certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution
of the Board of Directors; and, except as otherwise provided by law or the
Board of Directors, he may authorize any Vice President or other officer
or agent of the corporation to sign, execute and acknowledge such
documents or instruments in his place and stead. In general, he shall
perform all duties incident to the office of Chairman of the Board and
such other duties as may be prescribed by the Board of Directors from time
to time.
4.6. PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. He 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
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 shall have authority to
sign, execute and acknowledge, on behalf of the corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports and all
other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized
by resolution of the Board of Directors; and except as otherwise provided
by law or the Board of Directors, he may authorize any Vice President or
other officer or agent of the corporation to sign, execute and acknowledge
such documents or instruments in his place and stead. In general, he
shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to
time.
4.7. THE VICE PRESIDENTS. In the absence of the President or in
the event of his death, inability or refusal to act, or in the event for
any reason it shall be impracticable for the President to act personally,
the Vice President (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their election)
shall perform the duties of the President, and when so acting shall have
all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the corporation; and shall perform
such other duties and have such authority as from time to time may be
delegated or assigned to him 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
authority to act in the stead of the President.
4.8. 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 duly
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 its
seal is duly authorized; (d) keep or arrange for the keeping of a register
of the post office address 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 and exercise such authority as from time to
time may be delegated or assigned to him by the President or by the Board
of Directors.
4.9. 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 moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in
the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of
Section 5.4; and (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 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 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.
4.11. 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 is so
appointed to be assistant, or as to which he is so appointed to act,
except as such power may be otherwise defined or restricted by the Board
of Directors.
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 is also a director of
the corporation.
ARTICLE V. CONTRACT, LOANS, CHECKS
AND DEPOSITS: SPECIAL CORPORATE ACTS
5.1. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute or deliver any instrument in the name of and on behalf of the
corporation, and such authorization may be general or confined to special
instance. In the absence of other designation, all deeds, mortgages and
instruments of assignment or pledge made by the corporation shall be
executed in the name of the corporation by the Chairman of the Board,
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 an inquiry into the authority of
the signing officer or officers.
5.2. LOANS. No indebtedness for borrowed money shall be
contracted on behalf of the corporation and no evidence of 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.
5.3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for payment of money,notes or other evidence of indebtedness issued in the
name of the corporation, shall be signed by two or more officers except
that checks in the amounts of $1,000 or less may be signed by one officer
in a manner as shall from time to time be determined by or under the
authority of a resolution of the Board of Directors.
5.4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositaries as may be
selected by or under the authority of a resolution of the Board of
Directors.
5.5. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject
always to the specific directions of the Board of Directors, (a) any
shares or other securities issued by any other corporation and owned or
controlled by this corporation may be voted at any meeting of security
holders of such other corporation by the Chairman of the Board, President
of this corporation if he be present, or in his absence by any Vice
President of this corporation who may be present and (b) whenever, in the
judgment of the Chairman of the Board, President or in his 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 Chairman of the
board, President or one of the Vice Presidents of 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.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1. 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 or a Vice President and by the Secretary or an Assistant
Secretary. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the corporation.
All certificates surrendered to the corporation for transfer shall be
cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except as provided in Section 6.6.
6.2. FACSIMILE SIGNATURES AND SEAL. The seal of the corporation
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 countersigned by a
transfer agent, or registered by a registrar, other than the corporation
itself or an employee of the corporation.
6.3. SIGNATURE BY FORMER OFFICERS. In case any officer, who has
signed or whose facsimile signature has been placed upon any certificate
for shares, shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same effect as if
he were such officer at the date of its issue.
6.4. TRANSFER OF SHARES. Prior to due presentment of a
certificate for shares for registration of transfer the corporation may
treat the registered owner of such shares as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all
the rights and powers 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
has 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 in compliance with such other
regulations as may be prescribed under the authority of the Board of
Directors.
6.5. RESTRICTION 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.
6.6. LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner
claims that his 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 the Board of Directors may prescribe.
6.7. 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, provides that any shares having a par value
shall not be issued for a consideration less than the par value thereof.
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.
6.8. 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. SEAL
7.1. 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 VIII. AMENDMENTS
8.1. 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.
8.2. BY DIRECTORS. These by-laws may also 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
time at which a quorum is in attendance; but no by-law adopted by the
shareholders shall be amended or repealed by the Board of Directors if the
by-law so adopted so provides.
8.3. IMPLIED AMENDMENTS. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent
with the by-laws then in effect but is taken or authorized by affirmative
vote of note 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.
ARTICLE IX. OFFICERS AND DIRECTORS; LIABILITY
AND INDEMNITY; TRANSACTIONS WITH CORPORATION
9.1. LIABILITY OF DIRECTORS AND OFFICERS. No person shall be
liable to the corporation for any loss or damage suffered by it on account
of any action taken or omitted to be taken by him as a director or officer
of the corporation, or of any other corporation which he serves as a
director or officer at the request of the corporation, in good faith, if
such person (a) exercised and used the same degree of care and skill as a
prudent man would have exercised or used under the circumstances in the
conduct of his own affairs, of (b) took or omitted to take such action in
reliance upon advice of counsel for the corporation or upon statements
made or information furnished by officers or employees of the corporation
which he had reasonable grounds to believe to be true. The foregoing
shall not be exclusive of other rights and defenses to which he may be
entitled as a matter of law.
9.2. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS: INSURANCE.
(a) The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of no contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court
in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defenses of any action, suit or proceeding referred to in subsections (a)
and (b), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection herewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only
as authorized in this specific case upon a determination that
indemnification of the directors, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this section.
(f) The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(g) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this section.
(h) For the purpose of this section, references to "the
corporation" include all constituent corporations absorbed in a
consolidation of merger as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee or agent of
such a constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer,employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.