BYLAWS
OF
INTERSTATE ENERGY CORPORATION
(Effective as of April 21, 1998)
ARTICLE I
OFFICES
Section 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.
Section 1.2 REGISTERED OFFICE. - The registered office of the
Corporation required by the Wisconsin Business Corporation Law to be
maintained in the State of Wisconsin may be, but need not be, identical
with the principal office in the State of Wisconsin, and the address of
the registered office may be changed from time to time by the Board of
Directors or by the registered agent. The business office of the
registered agent of the Corporation shall be identical to such registered
office.
ARTICLE II
SEAL
Section 2.1 CORPORATE SEAL. - The corporate seal shall have
inscribed thereon the name of the Corporation and the words "CORPORATE
SEAL, WISCONSIN." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced.
ARTICLE III
SHAREOWNERS
Section 3.1. ANNUAL MEETING. - The Annual Meeting of Shareowners
shall be held at such date and time as the Board of Directors may
determine. The Board of Directors may designate any place, either within
or without the State of Wisconsin, as the place for the Annual Meeting.
If no designation is made, the place of the Annual Meeting shall be the
principal office of the Corporation. The Annual Meeting shall be held for
the purposes of electing Directors and of transacting such other business
as may properly come before the meeting.
Section 3.2 SPECIAL MEETINGS. - Special Meetings of the Shareowners
may be called by the Board of Directors or the Chief Executive Officer.
The Corporation shall call a Special Meeting of Shareowners in the event
that the holders of at least ten percent (10%) of all of the votes
entitled to be cast on any issue request a special meeting be held.
Section 3.3 NOTICE OF MEETINGS - WAIVER. - Notice of the time and
place of each Annual or Special Meeting of Shareowners shall be sent by
mail to the recorded address of each shareowner not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, except
in cases where other special method of notice may be required by statute,
in which case the statutory method shall be followed. The notice of a
Special Meeting shall state the purpose of the meeting. If an Annual or
Special Meeting of shareowners is adjourned to a different date, time or
place, the Corporation shall not be required to give notice of the new
date, time or place if the new date, time or place is announced at the
meeting before adjournment; provided, however, that if a new record date
for an adjourned meeting is or must be fixed, the Corporation shall give
notice of the adjourned meeting to persons who are shareowners as of the
new record date. Notice of any meeting of the shareowners may be waived by
any shareowner.
Section 3.4 FIXING OF RECORD DATE. - For the purpose of determining
shareowners entitled to notice of, or to vote at, any meeting of
shareowners, or at any adjournment thereof, or shareowners entitled to
receive payment of any dividend, or in order to make a determination of
shareowners for any other lawful action, the Board of Directors may fix,
in advance, a record date for such determination of shareowners. Such
date in case of a meeting of shareowners or other lawful action shall not
be more than seventy (70) days prior to the date of such meeting or lawful
action. If no record date is fixed by the Board of Directors or by
statute for the determination of shareowners entitled to demand a special
meeting as contemplated in Section 3.2 hereof, the record date shall be
the date that the first shareowner signs the demand. When a determination
of shareowners entitled to vote at any meeting of shareowners has been
made as provided in this section, such determination shall apply to any
adjournment thereof unless the meeting is adjourned to a date more than
one hundred twenty (120) days after the date fixed for the original
meeting in which event the Board of Directors must fix a new record date.
Section 3.5 SHAREOWNER LIST. - The Corporation shall have available,
beginning two (2) days after the notice of the meeting is given for which
the list was prepared and continuing to the date of the meeting, a
complete record of each shareowner entitled to vote at such meeting, or
any adjournment thereof, showing the address of and number of shares held
by each shareowner. The shareowner list shall be available for inspection
by any shareowner during normal business hours at the Corporation's
principal office or at a place identified in the meeting notice in the
city where the meeting will be held. The Corporation shall make the
shareowners' list available at the meeting and any shareowner or his agent
or attorney may inspect the list at any time the meeting or any
adjournment thereof.
Section 3.6 QUORUM AND VOTING REQUIREMENTS. - Shares entitled to
vote as a separate voting group may take action on a matter at a meeting
only if a quorum of those shares exists with respect to that matter. A
majority of the outstanding shares entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum for action on
that matter. If a quorum exists, except in the case of the election of
directors, action on a matter shall be approved if the votes cast favoring
the action exceed the votes cast opposing the action, unless the
Corporation's Articles of Incorporation, any Bylaw adopted under authority
granted in the Articles of Incorporation or statute requires a greater
number of affirmative votes. Directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election of directors
at a meeting at which a quorum is present. Though less than a quorum of
the outstanding votes 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.
Section 3.7 CONDUCT OF MEETING. - The Chairperson of the Board shall
preside at each meeting of shareowners. In the absence of the Chairperson
of the Board, such persons, in the following order, shall act as chair of
the meeting; the Vice Chairperson of the Board the Chief Executive
Officer, the President, any Vice President, the Director in attendance
with the longest tenure in that office. The Secretary, or if absent, an
Assistant Secretary, of the Company shall act as Secretary of each
shareowner meeting.
Section 3.8 PROXIES. - Any shareowner having the right to vote at a
meeting of shareowners may exercise such right by voting in person or by
proxy at such meeting. Such proxies shall be filed with the Secretary of
the Corporation before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
Section 3.9 VOTING OF SHARES. - Except as provided in the Articles of
Incorporation or statute, each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting
of shareowners.
Section 3.10 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing
in the name of another corporation may be voted by such officer, agent or
proxy as the Bylaws of such corporation may prescribe, or, in the absence
of such provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or conservator
may be voted by such person, either in person or by proxy, without a
transfer of such shares into that person's name. Shares standing in the
name of a trustee may be voted by such trustee, either in person or by
proxy, without a transfer of such shares into the trustee's name. The
Corporation may request evidence of such fiduciary status with respect to
the vote, consent, waiver, or proxy appointment.
Shares standing in the name of a receiver or trustee in
bankruptcy may be voted by such receiver or trustee, and shares held by
or under the control of a receiver may be voted by such receiver
without the transfer of the shares into such person's name if
authority so to do is contained in an appropriate order of the court by
which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the shares held
in the name of a shareholder shall be entitled to vote such shares. The
Corporation may request evidence of such signatory's authority to sign for
the shareholder with respect to the vote, consent, waiver, or proxy
appointment.
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 the Corporation, shall be voted at any
meeting or counted in determining the total number of outstanding shares
at any given time.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 GENERAL POWER. - The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 4.2 NUMBER. CLASSES & TERM. - The number of Directors
of the Corporation shall be fifteen (15). The Directors of the
Corporation shall be divided into three classes, hereinafter referred to
as "Class I," "Class II," and "Class III" with each class having five (5)
Directors. The initial Class I Directors shall consist of two (2)
directors selected by each of IES Industries Inc. ("IES") and WPL Holdings
Inc. ("WPLH") and one (1) selected by Interstate Power Company ("IPC");
the initial Class II Directors shall consist of two (2) directors selected
by each of IES and WPLH and one (1) selected by IPC; and the initial Class
III Directors shall consist of two (2) directors selected by each of IES
and WPLH and one (1) selected from IPC. The initial term of Class I
Directors shall expire at the first annual meeting of Shareowners of the
Corporation, the initial term of Class II Directors shall expire at the
second annual meeting of Shareowners of the Corporation and the initial
term of Class III Directors shall expire at the third annual meeting of
Shareowners of the Corporation.
At each annual shareowner meeting after the first annual shareowner
meeting, directors to replace those of a Class whose terms expire at such
annual meeting shall be elected to hold office until the third succeeding
annual meeting and until their respective successors shall have been duly
qualified and elected. If the number of directors is hereafter changed,
any newly created directorships or decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in
number as is practicable.
Section 4.3 CHAIRPERSON OF THE BOARD. - The Chairperson of the Board
if not designated as the Chief Executive Officer of the Company shall
assist the Board in the formulation of policies and may make
recommendations therefore. Information as to the affairs of the Company
in addition to that contained in the regular reports shall be furnished to
him or her on request. He or she may make suggestions and recommendations
to the Chief Executive Officer regarding any matters relating to the
affairs of the Company and shall be available for consultation and advice.
Section 4.4 VICE CHAIRPERSON OF THE BOARD. - The Vice Chairperson of
the Board shall assist the Board in the formulation of policies and make
recommendations therefore. The Vice Chairperson shall have such other
powers and duties as may be prescribed for him or her by the Chairperson
of the Board or the Board of Directors. In the absence of or the
inability of the Chairperson of the Board to act as Chairperson of the
Board, the Vice Chairperson of the Board shall assume the powers and
duties of the Chairperson of the Board.
Section 4.5 QUALIFICATIONS AND REMOVAL. - No person who has attained
70 years of age shall be eligible for election or re-election to the Board
of Directors. Any Director who has attained seventy (70) years of age
shall resign from the Board of Directors effective as of the next annual
Meeting of Shareowners. For a period of five (5) years following the
formation of the Corporation, no person, except any of the initial
Directors selected pursuant to Section 4.2 hereof, who is an executive
officer or employee of the Corporation or any of its subsidiaries shall be
eligible to serve as a Director of the Corporation; provided, however,
that any individual serving as Chief Executive Officer of the Corporation
shall be eligible to serve as a Director of the Corporation. In the event
the Chief Executive Officer resigns or retires from his or her office or
employment with the Corporation, he or she shall simultaneously submit his
or her resignation from the Board of Directors. In the event that the
Chief Executive Officer is removed from his or her office by the Board of
Directors, or is involuntarily terminated from employment with the
Corporation, he or she shall simultaneously submit his or her resignation
from the Board of Directors. In the event that a Director experiences a
change in their principal occupation or primary business affiliation, the
Director must submit their resignation from the Board to the Nominating
and Governance Committee. The Nominating and Governance Committee shall
recommend to the Board of Directors whether the Board should accept such
resignation. If the Nominating and Governance Committee recommends
acceptance of the resignation, an affirmative vote of two-thirds of the
remaining Directors holding office is required to affirm the Nominating
and Governance Committee's recommendation. A resignation may be tendered
by any Director at any meeting of the shareholders or of the Board of
Directors, who shall at such meeting accept the same.
Section 4.6 REGULAR MEETINGS. - Regular meetings of the Board of
Directors shall be held at such time and place as may be determined by the
Board of Directors, but in no event shall the Board meet less than once a
year.
Section 4.7 SPECIAL MEETINGS. - Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
the Vice Chairman of the Board, the Chief Executive Officer or any two
(2) Directors. The Chief Executive Officer or Secretary may fix any
place, either within or without the State of Wisconsin, whether in person
or by telecommunications, as the place for holding any special meeting.
Section 4.8 NOTICE; WAIVER. - Notice of any meeting of the Board of
Directors, unless otherwise provided pursuant to Section 4.6, shall be
given at least forty-eight (48) hours prior to the meeting by written
notice delivered personally or mailed to each Director at such address
designed by each Director, by telegram or other form of wire or wireless
communication. The notice need not describe the purpose of the meeting of
the Board of Directors or the business to be transacted at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, so addressed, with postage prepared. Any Director
may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where
a Director attends a meeting for the express purpose of objecting to the
transaction of business because the meeting is not lawfully called or
convened.
Section 4.9 QUORUM. - A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the meeting to
some other day without further notice.
Section 4.10 MEETING PARTICIPATION. - (a) Any or all members of
the Board of Directors, or any committee thereof, may participate in a
regular or special meeting by, or to conduct the meeting through, the use
of any means of communication by which any of the following occurs:
1) All participating directors may simultaneously hear each
other during the meeting.
2) All communication during the meeting is immediately
transmitted to each participating director, and each
participating director is able to immediately send messages
to all other participating directors.
(b) If a meeting is conducted by the means of communication
described herein, all participating directors shall be informed
that a meeting is taking place at which official business may be
transacted.
(c) A director participating in a meeting by means of such
communication is deemed to be present in person at the meeting.
Section 4.11 ACTION WITHOUT MEETING. - Any action required or
permitted to be taken at any meeting of the Directors of the Corporation
or of any committee of the Board 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 or all of the members of the Committee of Directors,
as the case may be. Such consent shall have the same force and effect as
a unanimous vote at a meeting and shall be filed with the Secretary of the
Corporation to be included in the official records of the Corporation.
The action taken is effective when the last Director signs the consent
unless the consent specifies a different effective date.
Section 4.12 PRESUMPTION OF ASSENT. - A Director of the Corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the
action taken unless (a) the Director objects at the beginning of the
meeting or promptly upon arrival to the holding of or transacting business
at the meeting, (b) the Director's dissent or abstention shall be entered
in the minutes of the meeting, (c) the Director shall file a written
dissent or abstention to such action with the presiding officer of the
meeting before the adjournment thereof or shall forward such dissent or
abstention by registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting, or (d) the
Director shall file a written notice to the Secretary of the Corporation
promptly after receiving the minutes of the meeting that the minutes
failed to show the Director's dissention or abstention from the action
taken. Such right to dissent or abstain shall not apply to a Director who
voted in favor of such action.
Section 4.13 VACANCIES. - Except as provided below, any vacancy
occurring in the Board of Directors or on any Committee of the Board of
Directors and any directorship to be filled by reason of an increase in
the number of Directors may be filled by the affirmative vote of a
majority of the Directors then in office, even if less than a quorum of
the Board of Directors. For a period of time commencing on formation of
Interstate Energy Corporation and expiring on the date of the third annual
meeting of shareowners of the Corporation, the initially appointed IES,
IPC and WPLH directors, each as a separate group, shall be entitled to
nominate those persons who will be eligible to be appointed, elected or
re-elected as IES, IPC and WPLH Directors. The Director or Directors so
chosen shall hold office until the next election of the Class for which
such Director or Directors shall have been chosen and until their
successors shall have been duly elected and qualified..)
Section 4.14 COMPENSATION. - Compensation and expenses for
attendance at a regular or special meeting of the Board of Directors, or
at any committee meeting, shall be payable in such amounts as determined
from time to time by the Board of Directors. No such payment shall
preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor. Directors who are full time
employees or officers of the Corporation shall not receive any
compensation.
ARTICLE V
COMMITTEES
Section 5.1 COMMITTEES. - The Board of Directors may, by resolution
passed by a majority of the whole Board, designate from their number
various Committees from time to time as corporate needs may dictate. The
Committees may make their own rules of procedure and shall meet where and
as provided by such rules, or by resolution of the Board of Directors. A
majority of the members of the Committee shall constitute a quorum for the
transaction of business. Each Committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required. The
Committee may be authorized by the Board of Directors to perform specified
functions, except that a committee may not do any of the following: (a)
authorize distributions; (b) approve or propose to shareowners action that
the Wisconsin Business Corporation Law requires to be approved by
shareowners; (c) fill vacancies on the Board of Directors, or, unless the
Board of Directors provides by resolution that vacancies on a committee
shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) amend the Corporation's Articles of
Incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of
merger not requiring shareowner approval; (g) authorize or approve
reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; and (h) authorize or approve the
issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the Board of Directors may authorize a
committee to do so within limits prescribed by the Board of Directors.
Section 5.2 EXECUTIVE COMMITTEE. An Executive Committee is hereby
established and shall consist of at least three (3) members, including the
Chairman of the Board. The Executive Committee shall possess all the
powers and authority of the Board of Directors when said Board of
Directors is not in session, except for the powers and authorities set
forth in Section 5.1.
Section 5.3 AUDIT COMMITTEE. - An Audit Committee is hereby
established and shall consist of at least three (3) Directors, all of whom
shall be outside members of the Board of Directors. The members of the
Committee shall be elected annually by a majority vote of the members of
the Board of Directors. Said Committee shall meet at the call of any one
of its members, but in no event shall it meet less than once a year.
Subsequent to each such Committee meeting, a report of the actions taken
by such Committee shall be made to the Board of Directors.
Section 5.4 COMPENSATION AND PERSONNEL COMMITTEE - A Compensation
and Personnel Committee is hereby established and shall consist of at
least three (3) Directors who are not and never have been officers,
employees or legal counsel of the Company. The Chairperson and the
members of the Compensation and Personnel Committee shall be elected
annually by a majority vote of the members of the Board of Directors.
Said Committee shall meet at such times as it determines, but at least
twice each year, and shall meet at the request of the Chairman of the
Board, the Chief Executive Officer, or any Committee member. Subsequent
to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
Section 5.5 NOMINATING AND GOVERNANCE COMMITTEE. - A Nominating and
Governance Committee shall be established and shall consist of at least
three (3) Directors, all of whom shall be outside members of the Board of
Directors. The Chairperson and the members of the Nominating and
Governance Committee shall be elected annually by a majority vote of the
members of the Board of Directors. Said Committee shall meet at the call
of any one of its members, but in no event shall it meet less than once a
year. Subsequent to each such Committee meeting, a report of the actions
taken by such Committee shall be made to the Board of Directors.
ARTICLE VI
OFFICERS
Section 6.1 OFFICERS. - The Board of Directors shall elect a Chief
Executive Officer, a President, such number of Vice Presidents with such
designations as the Board of Directors at the time may decide upon, a
Secretary, a Treasurer and a Controller. The Chief Executive Officer may
appoint such other officers and assistant officers as may be deemed
necessary. The same person may simultaneously hold more than one such
office.
Section 6.2 TERM OF OFFICERS. - All Officers, unless sooner removed,
shall hold their respective offices until their successors, willing to
serve, shall have been elected but any Officer may be removed from Office
at any time by the Board of Directors.
Section 6.3 REMOVAL OF OFFICERS. - Any officer 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 of an officer shall not of itself create contract
rights.
Section 6.4 CHIEF EXECUTIVE OFFICER. - Subject to the control of
the Board of Directors the Chief Executive Officer designated by the Board
of Directors shall have and be responsible for the general management and
direction of the business of the Corporation, shall establish the lines of
authority and supervision of the Officers and employees of the
Corporation, shall have the power to appoint and remove and discharge any
and all agents and employees of the Corporation not elected or appointed
directly by the Board of Directors, and shall assist the Board in the
formulation of policies of the Corporation. The Chairperson of the Board,
if Chief Executive Officer, may delegate any part of his or her duties to
the President, or to one or more of the Vice Presidents of the
Corporation.
Section 6.5 PRESIDENT. - The President, when he or she is not
designated as and does not have the powers of the Chief Executive Officer,
shall have such other powers and duties as may from time to time be
prescribed by the Board of Directors or be delegated to him or her by the
Chairperson of the Board or the Chief Executive Officer.
Section 6.6 VICE PRESIDENTS. - The Vice Presidents shall have such
powers and duties as may be prescribed for him or her by the Board of
Directors and the Chief Executive Officer. In the absence of or in the
event of the death of the Chief Executive Officer and the President, the
inability or refusal to act, or in the event for any reason it shall be
impracticable for Chief Executive Officer and 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 Chief Executive Officer
and the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer and the
President. 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 Chief Executive Officer and the
President.
Section 6.7 SECRETARY. - The Secretary shall attend all meetings of
the Board of Directors, shall keep a true and faithful record thereof in
proper books to be provided for that purpose, and shall be responsible for
the custody and care of the corporate seal, corporate records and minute
books of the Corporation, and of all other books, documents and papers as
in the practical business operation of the Corporation shall naturally
belong in the office or custody of the Secretary, or shall be placed in
his or her custody by the Chief Executive Officer or by the Board of
Directors. He or she shall also act as Secretary of all shareowners'
meetings, and keep a record thereof. He or she shall, except as may be
otherwise required by statute or by these bylaws, sign, issue and publish
all notices required for meetings of shareowners and of the Board of
Directors. He or she shall be responsible for the custody of the stock
books of the Corporation and shall keep a suitable record of the addresses
of shareowners. He or she shall also be responsible for the collection,
custody and disbursement of the funds received for dividend reinvestment.
He or she shall sign stock certificates, bonds and mortgages, and all
other documents and papers to which his or her signature may be necessary
or appropriate, shall affix the seal of the Corporation to all instruments
requiring the seal, and shall have such other powers and duties as are
commonly incidental to the office of Secretary, or as may be prescribed
for him or her by the President or by the Board of Directors.
Section 6.8 TREASURER. - The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and disbursement of the
funds of the Corporation, and shall deposit its funds in the name of the
Corporation in such banks or trust companies as he or she shall designate
and shall keep a proper record of cash receipts and disbursements. He or
she shall be responsible for the custody of such books, receipted vouchers
and other books and papers as in the practical business operation of the
Corporation shall naturally belong in the office or custody of the
Treasurer, or shall be placed in his or her custody by the President, or
by the Board of Directors. He or she shall sign checks, drafts, and other
paper providing for the payment of money by the Corporation for operating
purposes in the usual course or business. He or she may, in the absence of
the Secretary and Assistant Secretaries sign stock certificates. The
Treasurer shall have such other powers and duties as are commonly
incidental to the office of Treasurer, or as may be prescribed for him or
her by the President or by the Board of Directors.
Section 6.9 CONTROLLER. - The Controller shall be the principal
accounting Officer of the Corporation. He or she shall have general
supervision over the books of accounts of the Corporation. He or she
shall examine the accounts of all Officers and employees from time to time
and as often as practicable, and shall see that proper returns are made of
all receipts from all sources. All bills, properly made in detail and
certified, shall be submitted to him or her, and he or she shall audit and
approve the same if found satisfactory and correct, but he or she shall
not approve any voucher unless charges covered by the voucher have been
previously approved through work orders, requisition or otherwise by the
head of the department in which it originated, or unless he or she shall
be otherwise satisfied of its propriety and correctness. He or she shall
have full access to all minutes, contracts, correspondence and other
papers and records of the Corporation relating to its business matters,
and shall be responsible for the custody of such books and documents as
shall naturally belong in the custody of the Controller and as shall be
placed in his or her custody by the President or by the Board of
Directors. The Controller shall have such other powers and duties as are
commonly incidental to the office of Controller, or as may be prescribed
for him or her by the President or by the Board of Directors.
Section 6.10 ASSISTANT OFFICERS. - The Assistant Secretaries,
Assistant Treasurers, Assistant Controllers, and other Assistant Officers
shall respectively assist the Secretary, Treasurer, Controller, and other
Officers of the Corporation in the performance of the respective duties
assigned to such principal Officer, and in assisting his or her principal
Officer each assistant Officer shall to that extent and for such purpose
have the same powers as his or her principal Officer. The powers and
duties of any such principal Officer shall temporarily devolve upon an
assistant Officer in case of the absence, disability, death, resignation
or removal from office of such principal Officer.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.1 CERTIFICATES FOR SHARES. - Each certificate representing
shares of the Corporation shall state upon the fact (a) that the
Corporation is organized under the laws of the State of Wisconsin, (b) the
name of the person to whom issued, (c) the number and class of shares, and
the designation of the series, if any, which such certificate represents,
and (d) the par value of each share, if any, and each such certificate
shall otherwise be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of the
Board, or the Chief Executive Officer or the President and by the
Secretary or an Assistant Secretary and shall be sealed with the corporate
seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on
behalf of a transfer agent and registrar. In case any officer or other
authorized person who has signed or whose facsimile signature has been
placed upon such certificate for the Corporation shall have ceased to be
such officer or employee or agent before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person
where an officer or employee or agent at the date of its issue. Each
certificate for shares shall be consecutively numbered or otherwise
identified.
All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Board of Directors may prescribe.
Section 7.2. TRANSFER OF SHARES. - Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by such person's legal
representative, who shall furnish proper evidence of authority to
transfer, or authorized attorney, by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares.
Subject to the provisions of Section 3.10 of Article III of these
Bylaws, the person in whose name shares stand on the books of the
Corporation shall be treated by the Corporation as the owner thereof for
all purposes, including all rights deriving from such shares, and the
Corporation shall not be bound to recognize any equitable or other claim
to, or interest in, such shares or rights deriving from such shares, on
the part of any other person, including (without limitation) a purchaser,
assignee or transferee of such shares, or rights deriving from such
shares, unless and until such purchaser, assignee, transferee or other
person becomes the record holder of such shares, whether or not the
Corporation shall have either actual or constructive notice of the
interest of such purchaser, assignee, transferee or other person. Except
as provided in said Section 3.10 hereof, no such purchaser, assignee,
transferee or other person shall be entitled to receive notice of the
meetings of shareholders, to vote at such meetings, to examine the
complete record of the shareholders entitled to vote at meetings, or to
own, enjoy or exercise any other property or rights deriving from such
shares against the Corporation, until such purchaser, assignee, transferee
or other person has become the record holder of such shares.
Section 7.3 LOST, DESTROYED OR STOLEN CERTIFICATES. - When the owner
claims that certificates for shares have been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if
the owner (a) so requests before the Corporation has notice that such
shares have been acquired by a bona fide purchaser, (b) files with the
Corporation a sufficient indemnity bond if required by the Corporation and
(c) satisfies such other reasonable requirements as may be provided by the
Corporation.
Section 7.4 STOCK REGULATIONS. - The Board of Directors shall have
the power and authority to make all such further rules and regulations not
inconsistent with law as it may deem expedient concerning the issue,
transfer and registration of shares of the Corporation.
ARTICLE VIII
INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS
Section 8.1 INDEMNIFICATION. - The Corporation shall, to the fullest
extent permitted or required by Sections 180.0850 to 180.0859, inclusive,
of the Wisconsin Business Corporation Law, including any amendments
thereto (but in the case of any such amendment, only to the extent such
amendment permits or requires the corporation to provide broader
indemnification rights than prior to such amendment), indemnify its
Directors, Officers, employees and agents against any and all Liabilities,
and advance any and all reasonable Expenses, incurred thereby in any
Proceeding to which any such Director, Officer, employee or agent is a
Party because he or she is or was a Director, Officer, employee or agent
of the Corporation. The rights to indemnification granted hereunder shall
not be deemed exclusive of any other rights to indemnification against
Liabilities or the advancement of Expenses which a Director, Officer,
employee or agent may be entitled under any written agreement, Board
resolution, vote of shareowners, the Wisconsin Business Corporation Law or
otherwise. The Corporation may, but shall not be required to, supplement
the foregoing rights to indemnification against Liabilities and
advancement of Expenses under this Section 8.1 by the purchase of
insurance on behalf of any one or more of such Directors, Officers,
employees or agents, whether or not the Corporation would be obligated to
indemnify or advance Expenses to such Director, Officer, employee or agent
under this Section 8.1. All capitalized terms used in this Article VIII
and not otherwise defined herein shall have the meaning set forth in
Section 180.0850 of the Wisconsin Business Corporation Law.
ARTICLE IX
MISCELLANEOUS
Section 9.1 FISCAL YEAR. - The fiscal year of the Corporation shall
be the calendar year.
Section 9.2 DIVIDENDS. - Subject to the provisions of law or the
Articles of Incorporation, the Board of Directors may, at any regular or
special meeting, declare dividends upon the capital stock of the
Corporation payable out of surplus (whether earned or paid-in) or profits
as and when they deem expedient. Before declaring any dividend there may
be set apart out of surplus or profits such sum or sums as the directors
from time to time in their discretion deem proper for working capital or
as a reserve fund to meet contingencies or for such other purposes as the
directors shall deem conducive to the interests of the Corporation.
Section 9.3 CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND OTHER
INSTRUMENTS. - All contracts, 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 resolution of the Board of Directors. The Board
may authorize by resolution any officer or officers to enter into and
execute any contract or instrument of indebtedness in the name of the
Corporation, and such authority may be general or confined to specific
instances. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks
or other depositories as the Treasurer may authorize.
All contracts, deeds, mortgages, leases or instruments that require
the corporate seal of the Corporation to be affixed thereto shall be
signed by the President or a Vice President, and by the Secretary, or an
Assistant Secretary, or by such other officer or officers, or person or
persons, as the Board of Directors may be resolution prescribe.
Section 9.4 VOTING OF SHARES OWNED BY THE CORPORATION. - Subject
always to the specific directions of the Board of Directors, any share or
shares of stock issued by any other corporation and owned or controlled by
the Corporation may be voted at any shareholders' meeting of such other
corporation by the Chief Executive Officer of the Corporation, if
present, or if absent by any other officer of the Corporation who may be
present. Whenever, in the judgment of the Chief Executive Officer, or if
absent, of any officer, it is desirable for the Corporation to execute a
proxy or give a shareholders' consent in respect to any share or shares of
stock issued by any other corporation and owned by the Corporation, such
proxy or consent shall be executed in the name of the Corporation by the
Chief Executive Officer or one of the officers of the Corporation and
shall be attested by the Secretary or an Assistant Secretary of the
Corporation without necessity of any authorization by the Board of
Directors. Any person or persons designated in the manner above stated as
the proxy or proxies of the Corporation shall have full right, power and
authority to vote the share or shares of stock issued by such other
corporation and owned by the Corporation in the same manner as such share
or shares might be voted by the Corporation.
ARTICLE X
AMENDMENT OR REPEAL OF BYLAWS
Section 10.1 AMENDMENTS BY BOARD OF DIRECTORS. - Except as otherwise
provided by the Wisconsin Business Corporation Law or the Articles of
Incorporation, these Bylaws may be amended or repealed and new Bylaws may
be adopted by the Board of Directors by the affirmative vote of a majority
of the number of directors present at any meeting at which a quorum is in
attendance; provided, however, that the shareowners in adopting, amending
or repealing a particular bylaw may provide therein that the Board of
Directors may not amend, repeal or readopt that bylaw.
Section 10.2 IMPLIED AMENDMENT. - Any action taken or authorized by
the shareowners or by the Board of Directors which would be inconsistent
with the Bylaws then in effect but which is taken or authorized by
affirmative vote of not less than the number of shares or the number of
directors required to amend the Bylaws so that the Bylaws would be
consistent with such action shall be given the same effect as though the
Bylaws had been temporarily amended or suspended so far, but only so far,
as is necessary to permit the specific action so taken or authorized.