BYLAWS
OF
INTERSTATE POWER COMPANY
(a Wisconsin corporation)
ARTICLE I. OFFICES
1.01. PRINCIPAL AND BUSINESS OFFICES. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
1.02. REGISTERED OFFICE. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.
ARTICLE II. SHAREHOLDERS
2.01. ANNUAL MEETING. The annual meeting of the shareholders shall be
held at such time and on such 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.
2.02. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Wisconsin Business
Corporation Law, may be called by the Board of Directors, the Chief Executive
Officer or the President. The corporation shall call a special meeting of
shareholders in the event that the holders of at least 10% of all of the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the corporation one or more written
demands for the meeting describing one or more purposes for which it is to be
held. The corporation shall give notice of such a special meeting within thirty
days after the date that the demand is delivered to the corporation.
2.03. PLACE OF MEETING. The Board of Directors, the Chief Executive
Officer or the President may designate any place, either within or without the
State of Wisconsin, as the place of meeting for any annual or special meeting of
shareholders. If no designation is made, the place of meeting shall be the
principal office of the corporation. Any meeting may be adjourned to reconvene
at any place designated by vote of the shares represented thereat.
2.04. NOTICE OF MEETING. Written notice stating the date, time and
place of any meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days nor more than sixty days before the date of the meeting (unless a
different time is provided by the Wisconsin Business Corporation Law or the
articles of incorporation), either personally or by mail, by or at the direction
of the Chief Executive Officer, the President or the Secretary, to each
shareholder of record entitled to vote at such meeting and to such other persons
as required by the Wisconsin Business Corporation Law. If mailed, such notice
shall be deemed to be effective when
deposited in the United States mail, addressed to the shareholder at his or her
address as it appears on the stock record books of the corporation, with postage
thereon prepaid. If an annual or special meeting of shareholders 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 shareholders as of the
new record date.
2.05. WAIVER OF NOTICE. A shareholder may waive any notice required by
the Wisconsin Business Corporation Law, the articles of incorporation or these
bylaws before or after the date and time stated in the notice. The waiver shall
be in writing and signed by the shareholder entitled to the notice, contain the
same information that would have been required in the notice under applicable
provisions of the Wisconsin Business Corporation Law (except that the time and
place of meeting need not be stated) and be delivered to the corporation for
inclusion in the corporate records. A shareholder's attendance at a meeting, in
person or by proxy, waives objection to all of the following: (a) lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting or promptly upon arrival objects to holding the meeting
or transacting business at the meeting; and (b) consideration of a particular
matter at the meeting that is not within the purpose described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.
2.06. FIXING OF RECORD DATE. The Board of Directors may fix in advance
a date as the record date for the purpose of determining shareholders entitled
to notice of and to vote at any meeting of shareholders, shareholders entitled
to demand a special meeting as contemplated by Section 2.02 hereof, shareholders
entitled to take any other action, or shareholders for any other purpose. Such
record date shall not be more than seventy days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed by the Board of Directors or by the Wisconsin
Business Corporation Law for the determination of shareholders entitled to
notice of and to vote at a meeting of shareholders, the record date shall be the
close of business on the day before the first notice is given to shareholders.
If no record date is fixed by the Board of Directors or by the Wisconsin
Business Corporation Law for the determination of shareholders entitled to
demand a special meeting as contemplated in Section 2.02 hereof, the record date
shall be the date that the first shareholder signs the demand. Except as
provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareholders entitled to notice of and to vote
at a meeting of shareholders is effective for any adjournment of such meeting
unless the Board of Directors fixes a new record date, which it shall do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting. The record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares) or a share dividend is the date
on which the Board of Directors authorized the distribution or share dividend,
as the case may be, unless the Board of Directors fixes a different record date.
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2.07. SHAREHOLDERS' LIST FOR MEETINGS. After a record date for a
special or annual meeting of shareholders has been fixed, the corporation shall
prepare a list of the names of all of the shareholders entitled to notice of the
meeting. The list shall be arranged by class or series of shares, if any, and
show the address of and number of shares held by each shareholder. Such list
shall be available for inspection by any shareholder, beginning two business
days after notice of the meeting is given for which the list was prepared and
continuing to the date of the meeting, at the corporation's principal office or
at a place identified in the meeting notice in the city where the meeting will
be held. A shareholder or his or her agent may, on written demand, inspect and,
subject to the limitations imposed by the Wisconsin Business Corporation Law,
copy the list, during regular business hours and at his or her expense, during
the period that it is available for inspection pursuant to this Section 2.07.
The corporation shall make the shareholders' list available at the meeting and
any shareholder or his or her agent or attorney may inspect the list at any time
during the meeting or any adjournment thereof. Refusal or failure to prepare or
make available the shareholders' list shall not affect the validity of any
action taken at a meeting of shareholders.
2.08. QUORUM AND VOTING REQUIREMENTS. 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. If the corporation has only
one class of stock outstanding, such class shall constitute a separate voting
group for purposes of this Section 2.08. Except as otherwise provided in the
articles of incorporation, any bylaw adopted under authority granted in the
articles of incorporation, or the Wisconsin Business Corporation Law, a majority
of the votes entitled to be cast on the matter shall constitute a quorum of the
voting group for action on that matter. Once a share is represented for any
purpose at a meeting, other than for the purpose of objecting to holding the
meeting or transacting business at the meeting, it is considered present for
purposes of determining whether a quorum exists for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or must be
set for the adjourned meeting. If a quorum exists, except in the case of the
election of directors, action on a matter shall be approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless the articles of incorporation, any bylaw adopted under authority
granted in the articles of incorporation, or the Wisconsin Business Corporation
Law requires a greater number of affirmative votes. Unless otherwise provided
in the articles of incorporation, 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. For purposes of this Section 2.08,
"plurality" means that the individuals with the largest number of votes are
elected as directors up to the maximum number of directors to be chosen at the
meeting. Though less than a quorum of the outstanding votes of a voting group
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
2.09. CONDUCT OF MEETING. The Chief Executive Officer, and in his or
her absence, the President, and in his or her absence, a Vice President in the
order provided under
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Section 4.07 hereof, and in their absence, any person chosen by the shareholders
present shall call the meeting of the shareholders to order and shall act as
chairperson of the meeting, and the Secretary of the corporation shall act as
secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.
2.10. PROXIES. At all meetings of shareholders, a shareholder may vote
his or her shares in person or by proxy. A shareholder may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent of the
corporation authorized to tabulate votes. An appointment is valid for eleven
months from the date of its signing unless a different period is expressly
provided in the appointment form.
2.11. VOTING OF SHARES. Except as provided in the articles of
incorporation or in the Wisconsin Business Corporation Law, each outstanding
share, regardless of class, is entitled to one vote on each matter voted on at a
meeting of shareholders.
2.12. ACTION WITHOUT MEETING. Any action required or permitted by the
articles of incorporation or these bylaws or any provision of the Wisconsin
Business Corporation Law to be taken at a meeting of the shareholders may be
taken without a meeting and without action by the Board of Directors if a
written consent or consents, describing the action so taken, is signed by all of
the shareholders entitled to vote with respect to the subject matter thereof and
delivered to the corporation for inclusion in the corporate records.
2.13. ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER ACTION. If the
name signed on a vote, consent, waiver or proxy appointment corresponds to the
name of a shareholder, the corporation, if acting in good faith, may accept the
vote, consent, waiver or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:
(a) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.
(b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation is presented with respect to the vote, consent, waiver or proxy
appointment.
(c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.
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(d) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote, consent, waiver or proxy
appointment.
(e) Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.
The corporation may reject a vote, consent, waiver or proxy
appointment if the Secretary or other officer or agent of the corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
ARTICLE III. BOARD OF DIRECTORS
3.01. GENERAL POWERS AND NUMBER. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, the Board of Directors. The number
of directors of the corporation shall be one (1), or such other specific number
as designated from time to time by resolution of the Board of Directors.
3.02. TENURE AND QUALIFICATIONS. Each director shall hold office
until the next annual meeting of shareholders and until his or her successor
shall have been elected and, if necessary, qualified, or until there is a
decrease in the number of directors which takes effect after the expiration of
his or her term, or until his or her prior death, resignation or removal. A
director may be removed by the shareholders only at a meeting called for the
purpose of removing the director, and the meeting notice shall state that the
purpose, or one of the purposes, of the meeting is removal of the director. A
director may be removed from office with or without cause if the number of votes
cast to remove the director exceeds the number of votes cast not to remove such
director. A director may resign at any time by delivering written notice which
complies with the Wisconsin Business Corporation Law to the Board of Directors,
to the President (in his or her capacity as chairperson of the Board of
Directors) or to the corporation. A director's resignation is effective when
the notice is delivered unless the notice specifies a later effective date.
Directors need not be residents of the State of Wisconsin or shareholders of the
corporation.
3.03. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw 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
date, time and place, either within or without the State of Wisconsin, for the
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holding of additional regular meetings of the Board of Directors without other
notice than such resolution.
3.04. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chief Executive Officer, the
President, the Secretary or any two directors (or by the sole director if there
is only one director). The Chief Executive Officer, the President or the
Secretary may fix any place, either within or without the State of Wisconsin, as
the place for holding any special meeting of the Board of Directors, and if no
other place is fixed the place of the meeting shall be the principal office of
the corporation in the State of Wisconsin.
3.05. NOTICE; WAIVER. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
given by written notice delivered in person, by telegraph, teletype, facsimile
or other form of wire or wireless communication, or by mail or private carrier,
to each director at his business address or at such other address as such
director shall have designated in writing filed with the Secretary, in each case
not less than forty-eight hours prior to the meeting. The notice need not
describe the purpose of the meeting of the Board of Directors or the business to
be transacted at such meeting. If mailed, such notice shall be deemed to be
effective when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice is given by telegram, such notice shall be deemed to
be effective when the telegram is delivered to the telegraph company. If notice
is given by private carrier, such notice shall be deemed to be effective when
delivered to the private carrier. Whenever any notice whatever is required to
be given to any director of the corporation under the articles of incorporation
or these bylaws or any provision of the Wisconsin Business Corporation Law, a
waiver thereof in writing, signed at any time, whether before or after the date
and time of meeting, by the director entitled to such notice shall be deemed
equivalent to the giving of such notice. The corporation shall retain any such
waiver as part of the permanent corporate records. A director's attendance at
or participation in a meeting waives any required notice to him or her of the
meeting unless the director at the beginning of the meeting or promptly upon his
or her arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.
3.06. QUORUM. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the articles of incorporation or these bylaws, a majority
of the number of directors specified in Section 3.01 of these bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the articles of incorporation or by these bylaws, a quorum
of any committee of the Board of Directors created pursuant to Section 3.12
hereof shall consist of a majority of the number of directors appointed to serve
on the committee. A majority of the directors present (though less than such
quorum) may adjourn any meeting of the Board of Directors or any committee
thereof, as the case may be, from time to time without further notice.
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3.07. MANNER OF ACTING. The affirmative vote of a majority of the
directors present at a meeting of the Board of Directors or a committee thereof
at which a quorum is present shall be the act of the Board of Directors or such
committee, as the case may be, unless the Wisconsin Business Corporation Law,
the articles of incorporation or these bylaws require the vote of a greater
number of directors.
3.08. CONDUCT OF MEETINGS. The Chief Executive Officer, and in his
or her absence, the President, and in his or her absence, a Vice President in
the order provided under Section 4.07, and in their absence, any director chosen
by the directors present, shall call meetings of the Board of Directors to order
and shall act as chairperson of the meeting. The Secretary of the corporation
shall act as secretary of all meetings of the Board of Directors but in the
absence of the Secretary, the presiding officer may appoint any other person
present to act as secretary of the meeting. Minutes of any regular or special
meeting of the Board of Directors shall be prepared and distributed to each
director.
3.09. VACANCIES. Except as provided below, any vacancy occurring in
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, may be filled by any of the following: (a) the
shareholders; (b) the Board of Directors; or (c) if the directors remaining in
office constitute fewer than a quorum of the Board of Directors, the directors,
by the affirmative vote of a majority of all directors remaining in office. If
the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group may vote to fill
the vacancy if it is filled by the shareholders, and only the remaining
directors elected by that voting group may vote to fill the vacancy if it is
filled by the directors. A vacancy that will occur at a specific later date,
because of a resignation effective at a later date or otherwise, may be filled
before the vacancy occurs, but the new director may not take office until the
vacancy occurs.
3.10. COMPENSATION. The Board of Directors, irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all directors for services to the corporation as directors or may delegate
such authority to an appropriate committee. The Board of Directors also shall
have authority to provide for or delegate authority to an appropriate committee
to provide for reasonable pensions, disability or death benefits, and other
benefits or payments, to directors, officers and employees and to their estates,
families, dependents or beneficiaries on account of prior services rendered by
such directors, officers and employees to the corporation.
3.11. PRESUMPTION OF ASSENT. A director who is present and is
announced as present at a meeting of the Board of Directors or any committee
thereof created in accordance with Section 3.12 hereof, when corporate action is
taken, assents to the action taken unless any of the following occurs: (a) the
director objects at the beginning of the meeting or promptly upon his or her
arrival to holding the meeting or transacting business at the meeting; (b) the
director dissents or abstains from an action taken and minutes of the meeting
are prepared that show the director's dissent or abstention from the action
taken; (c) the director delivers written notice that complies with the Wisconsin
Business Corporation Law of his or her dissent or abstention to the
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presiding officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting; or (d) the director dissents or
abstains from an action taken, minutes of the meeting are prepared that fail to
show the director's dissent or abstention from the action taken, and the
director delivers to the corporation a written notice of that failure that
complies with the Wisconsin Business Corporation Law promptly after receiving
the minutes. Such right of dissent or abstention shall not apply to a director
who votes in favor of the action taken.
3.12. COMMITTEES. The Board of Directors by resolution adopted by
the affirmative vote of a majority of all of the directors then in office may
create one or more committees, appoint members of the Board of Directors to
serve on the committees and designate other members of the Board of Directors to
serve as alternates. Each committee shall have two or more members who shall,
unless otherwise provided by the Board of Directors, serve at the pleasure of
the Board of Directors. A committee may be authorized to exercise the authority
of the Board of Directors, except that a committee may not do any of the
following: (a) authorize distributions; (b) approve or propose to shareholders
action that the Wisconsin Business Corporation Law requires to be approved by
shareholders; (c) fill vacancies on the Board of Directors or, unless the Board
of Directors provides by resolution that vacancies on a committee shall be
filled by the affirmative vote of the remaining committee members, on any Board
committee; (d) amend the corporation's articles of incorporation; (e) adopt,
amend or repeal bylaws; (f) approve a plan of merger not requiring shareholder
approval; (g) authorize or approve reacquisition of shares, except according to
a formula or method prescribed by the Board of Directors; and (h) authorize or
approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the Board of Directors may authorize a committee
to do so within limits prescribed by the Board of Directors. Unless otherwise
provided by the Board of Directors in creating the committee, a committee may
employ counsel, accountants and other consultants to assist it in the exercise
of its authority.
3.13. TELEPHONIC MEETINGS. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
bylaws, members of the Board of Directors (and any committees thereof created
pursuant to Section 3.12 hereof) may participate in regular or special meetings
by, or through the use of, any means of communication by which all participants
may simultaneously hear each other, such as by conference telephone. If a
meeting is conducted by such means, then at the commencement of such meeting the
presiding officer shall inform the participating directors that a meeting is
taking place at which official business may be transacted. Any participant in a
meeting by such means shall be deemed present in person at such meeting.
Notwithstanding the foregoing, no action may be taken at any meeting held by
such means on any particular matter which the presiding officer determines, in
his or her sole discretion, to be inappropriate under the circumstances for
action at a meeting held by such means. Such determination shall be made and
announced in advance of such meeting.
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3.14. ACTION WITHOUT MEETING. Any action required or permitted by
the Wisconsin Business Corporation Law to be taken at a meeting of the Board of
Directors or a committee thereof created pursuant to Section 3.12 hereof may be
taken without a meeting if the action is taken by all members of the Board or of
the committee. The action shall be evidenced by one or more written consents
describing the action taken, signed by each director or committee member and
retained by the corporation. Such action shall be effective when the last
director or committee member signs the consent, unless the consent specifies a
different effective date.
ARTICLE IV. OFFICERS
4.01. NUMBER. The principal officers of the corporation shall be a
Chief Executive Officer, a President, the number of Vice Presidents as
authorized from time to time by the Board of Directors, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. The Board of Directors may also authorize
any duly appointed officer to appoint one or more officers or assistant
officers. Any two or more offices may be held by the same person.
4.02. ELECTION AND TERM OF OFFICE. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as is
practicable. Each officer shall hold office until his or her successor shall
have been duly elected or until his or her prior death, resignation or removal.
4.03. REMOVAL. The Board of Directors may remove any officer and,
unless restricted by the Board of Directors or these bylaws, an officer may
remove any officer or assistant officer appointed by that officer, at any time,
with or without cause and notwithstanding the contract rights, if any, of the
officer removed. The appointment of an officer does not of itself create
contract rights.
4.04. RESIGNATION AND VACANCIES. An officer may resign at any time
by delivering notice to the corporation that complies with the Wisconsin
Business Corporation Law. The resignation shall be effective when the notice is
delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date. A vacancy in any principal office
because of death, resignation, removal, disqualification or otherwise, shall be
filled by the Board of Directors for the unexpired portion of the term. If a
resignation of an officer is effective at a later date as contemplated by
Section 4.04 hereof, the Board of Directors may fill the pending vacancy before
the effective date if the Board provides that the successor may not take office
until the effective date.
4.05. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
the principal executive officer of the corporation and, subject to the direction
of the Board of
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Directors, shall in general supervise and control all of the business and
affairs of the corporation. The Chief Executive Officer shall, when present,
preside at all meetings of the shareholders and of the Board of Directors. He
or she shall have authority, subject to such rules as may be prescribed by the
Board of Directors, to appoint such agents and employees of the corporation as
he or she shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees
shall hold office at the discretion of the Chief Executive Officer. He or she
shall have authority to sign, execute and acknowledge, on behalf of the
corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases,
reports and other documents or instruments necessary or proper to be executed in
the course of the corporation's regular business, or which shall be authorized
by resolution of the Board of Directors; and, except as otherwise provided by
law or the Board of Directors, he or she may authorize the President or any Vice
President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his or her place and stead. In
general he or she shall perform all duties incident to the office of Chief
Executive Officer and such other duties as may be prescribed by the Board of
Directors from time to time.
4.06. PRESIDENT. The President shall be the principal operating
officer of the corporation and, subject to the direction of the Board of
Directors, shall in general supervise and control all of the continuing
operations of the corporation. The President shall have authority, subject to
the authority of the Chief Executive Officer and to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the corporation as he or she shall deem necessary, to prescribe their powers,
duties and compensation, and to delegate authority to them. Such agents and
employees shall hold office at the discretion of the President. He or she shall
have authority to sign, execute and acknowledge, on behalf of the corporation,
all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and
all other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized by
the Chief Executive Officer or by resolution of the Board of Directors; and,
except as otherwise provided by law, the Chief Executive Officer or the Board of
Directors, he or she may authorize any Vice President or other officer or agent
of the corporation to sign, execute and acknowledge such documents or
instruments in his or her place and stead. In general he or she shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Chief Executive Officer or the Board of Directors from time to
time.
4.07. THE VICE PRESIDENTS. In the absence of the President or in the
event of the President's death, inability or refusal to act, or in the event for
any reason it shall be impracticable for the President to act personally, the
Vice President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Any Vice President may
sign, with the Secretary or Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to him or her by the President or by
the Board of Directors. The execution of any instrument of the corporation by
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any Vice President shall be conclusive evidence, as to third parties, of his or
her authority to act in the stead of the President.
4.08. THE SECRETARY. The Secretary shall: (a) keep minutes of the
meetings of the shareholders and of the Board of Directors (and of committees
thereof) in one or more books provided for that purpose (including records of
actions taken by the shareholders or the Board of Directors (or committees
thereof) without a meeting); (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by the Wisconsin
Business Corporation Law; (c) be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation is affixed to
all documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) maintain a record of the shareholders of the
corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) sign with the
Chief Executive Officer, the President, or a Vice President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and have such other duties and exercise such
authority as from time to time may be delegated or assigned by the Chief
Executive Officer, the President or by the Board of Directors.
4.09. THE TREASURER. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) maintain appropriate accounting records; (c) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Section 5.04; and (d) in general perform all of the duties
incident to the office of Treasurer and have such other duties and exercise such
other authority as from time to time may be delegated or assigned by the Chief
Executive Officer, the President or by the Board of Directors. If required by
the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his or her duties in such sum and with such surety or sureties as
the Board of Directors shall determine.
4.10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the Chief Executive Officer, 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
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or the Treasurer, respectively, or by the Chief Executive Officer, the President
or the Board of Directors.
4.11. OTHER ASSISTANTS AND ACTING OFFICERS. The Board of Directors
shall have the power to appoint, or to authorize any duly appointed officer of
the corporation to appoint, any person to act as assistant to any officer, or as
agent for the corporation in his or her stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized officer shall have the power to perform
all the duties of the office to which he or she is so appointed to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors or the
appointing officer.
4.12. SALARIES. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors or by a duly authorized
committee thereof, and no officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATE ACTS
5.01. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the Chief Executive Officer, the President or one of the Vice Presidents and
by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer; the Secretary or an Assistant Secretary, when necessary or required,
shall affix the corporate seal, if any, thereto; and when so executed no other
party to such instrument or any third party shall be required to make any
inquiry into the authority of the signing officer or officers.
5.02. LOANS. No indebtedness for borrowed money shall be contracted
on behalf of the corporation and no evidences of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the Board of Directors. Such authorization may be general or confined to
specific instances.
5.03. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board of Directors.
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5.04. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.
5.05. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the Chief Executive Officer of this corporation if he or she be
present, or in his or her absence by the President of this corporation if he or
she be present, or in his or her absence by any Vice President of this
corporation who may be present, and (b) whenever, in the judgment of the Chief
Executive Officer, or in his or her absence, of the President, or in his or her
absence, of any Vice President, it is desirable for this corporation to execute
a proxy or written consent in respect to any shares or other securities issued
by any other corporation and owned by this corporation, such proxy or consent
shall be executed in the name of this corporation by the Chief Executive
Officer, the President or one of the Vice Presidents of this corporation,
without necessity of any authorization by the Board of Directors, affixation of
corporate seal, if any, or countersignature or attestation by another officer.
Any person or persons designated in the manner above stated as the proxy or
proxies of this corporation shall have full right, power and authority to vote
the shares or other securities issued by such other corporation and owned by
this corporation the same as such shares or other securities might be voted by
this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES
6.01. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form, consistent with the Wisconsin Business
Corporation Law, as shall be determined by the Board of Directors. Such
certificates shall be signed by the Chief Executive Officer, 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 6.06.
6.02. FACSIMILE SIGNATURES AND SEAL. The seal of the corporation, if
any, on any certificates for shares may be a facsimile. The signature of the
Chief Executive Officer, President or Vice President and the Secretary or
Assistant Secretary upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent, or a registrar, other than the
corporation itself or an employee of the corporation.
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6.03. SIGNATURE BY FORMER OFFICERS. The validity of a share
certificate is not affected if a person who signed the certificate (either
manually or in facsimile) no longer holds office when the certificate is issued.
6.04. TRANSFER OF SHARES. Prior to due presentment of a certificate
for shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that such endorsements are genuine and effective and compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.
6.05. RESTRICTIONS ON TRANSFER. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.
6.06. LOST, DESTROYED OR STOLEN CERTIFICATES. Where 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 Board of Directors or any principal officer, and (c) satisfies
such other reasonable requirements as may be prescribed by or under the
authority of the Board of Directors.
6.07. CONSIDERATION FOR SHARES. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed or other securities
of the corporation. Before the corporation issues shares, the Board of
Directors shall determine that the consideration received or to be received for
the shares to be issued is adequate. The determination of the Board of
Directors is conclusive insofar as the adequacy of consideration for the
issuance of shares relates to whether the shares are validly issued, fully paid
and nonassessable. The corporation may place in escrow shares issued in whole
or in part for a contract for future services or benefits, a promissory note, or
other property to be issued in the future, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
benefits or property are received or the promissory note is paid. If the
services are not performed, the benefits or property are not received or the
promissory note is not paid, the corporation may cancel, in whole or in part,
the shares escrowed or restricted and the distributions credited.
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6.08. STOCK REGULATIONS. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with law as it may deem expedient concerning the issue, transfer and
registration of shares of the corporation.
ARTICLE VII. SEAL
7.01. The Board of Directors may provide for a corporate seal for the
corporation.
ARTICLE VIII. INDEMNIFICATION
8.01. PROVISION OF INDEMNIFICATION. The corporation shall, to the
fullest extent permitted or required by Sections 180.0850 to 180.0859,
inclusive, of the Wisconsin Business Corporation Law, including any amendments
thereto (but in the case of any such amendment, only to the extent such
amendment permits or requires the corporation to provide broader indemnification
rights than prior to such amendment), indemnify its Directors and Officers
against any and all Liabilities, and advance any and all reasonable Expenses,
incurred thereby in any Proceeding to which any such Director or Officer is a
Party because he or she is or was a Director or Officer of the corporation. The
corporation shall also indemnify an employee who is not a Director or Officer,
to the extent that the employee has been successful on the merits or otherwise
in defense of a Proceeding, for all reasonable Expenses incurred in the
Proceeding if the employee was a Party because he or she is or was an employee
of the corporation. The rights to indemnification granted hereunder shall not
be deemed exclusive of any other rights to indemnification against Liabilities
or the advancement of Expenses which a Director, Officer or employee may be
entitled under any written agreement, Board resolution, vote of shareholders,
the Wisconsin Business Corporation Law or otherwise. The corporation may, but
shall not be required to, supplement the foregoing rights to indemnification
against Liabilities and advancement of Expenses under this Section 8.01 by the
purchase of insurance on behalf of any one or more of such Directors, Officers
or employees, whether or not the corporation would be obligated to indemnify or
advance Expenses to such Director, Officer or employee under this Section 8.01.
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. AMENDMENTS
9.01. BY SHAREHOLDERS. These bylaws may be amended or repealed and
new bylaws may be adopted by the shareholders at any annual or special meeting
of the shareholders at which a quorum is in attendance.
9.02. BY DIRECTORS. Except as otherwise provided by the Wisconsin
Business Corporation Law or the articles of incorporation, these bylaws may also
be amended or repealed and new bylaws may be adopted by the Board of Directors
by affirmative vote of a majority of the number of directors present at any
meeting at which a quorum is in attendance; PROVIDED,
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HOWEVER, that the shareholders in adopting, amending or repealing a particular
bylaw may provide therein that the Board of Directors may not amend, repeal or
readopt that bylaw.
9.03. IMPLIED AMENDMENTS. Any action taken or authorized by the
shareholders 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.
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