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INTERSTATE POWER COMPANY
(A WISCONSIN CORPORATION)
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BY-LAWS
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ADOPTED MARCH 25, 1996
(effective __________ __, 199_)
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BY-LAWS
OF
INTERSTATE POWER COMPANY
(A WISCONSIN CORPORATION)
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ARTICLE I.
OFFICES.
SECTION 1: The registered office shall be in the City of Milwaukee or the
City of Madison, State of Wisconsin.
SECTION 2: The Corporation may also have an office in the City of Dubuque,
Iowa, and also offices at such other places as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II.
SEAL.
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, 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.
SHAREHOLDERS' MEETINGS.
SECTION 1: All meetings of the shareholders entitled to vote thereat shall
be held in Dubuque, Iowa, or at such other location as set by the Board of
Directors from time to time, at such place as designated by the Board of
Directors and stated in the notice of meeting.
SECTION 2: The annual meeting of the shareholders entitled to vote thereat
shall be held in Dubuque, Iowa, or at such other location as set by the Board of
Directors from time to time, at such place as designated by the Board of
Directors and stated in the notice of meeting on the first Tuesday of May of
each year at the hour of two o'clock P.M., local time in the place where the
meeting is to be held, or on such other day and/or time as set by the Board of
Directors from time to time, and stated in the notice of meeting. At said
meeting the shareholders shall elect by a plurality vote, by ballot, a board of
directors, the number and term of which shall be set by SECTION 1 and SECTION
1(b) of ARTICLE IV of these By-Laws. The order of business at a shareholders'
meeting shall be as follows:
1. Call meeting to order.
2. Proof of notice of meeting.
3. Reading of minutes of last previous meeting.
4. Reports of committees.
5. Election of directors when that is the purpose of the meeting.
6. Miscellaneous business.
SECTION 3: The holders of a majority of the stock issued and outstanding
and entitled to vote, present in person or represented by proxy, shall be
requisite and sufficient to constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise provided by
law, by the Restated Articles of Incorporation, or these By-Laws. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or by
proxy shall have power to adjourn the meeting from time to time without notice
other than announcement at the meeting, until a quorum shall be present or
represented, when any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting.
SECTION 4: When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Restated Articles of Incorporation a different vote is required, in which
case such express provision shall govern and control the decision of such
question.
SECTION 5: At each meeting of the shareholders, every shareholder entitled
to vote or to express consent or dissent to corporate action in writing without
a meeting may vote or act in person or by proxy appointed by an instrument in
writing subscribed by such shareholder or by his duly authorized attorney and
delivered to the Secretary of the Corporation. But no such proxy shall be voted
or acted upon after eleven (11) months from its date, unless the proxy provides
for a longer period. Unless otherwise provided in the Restated Articles of
Incorporation, each shareholder entitled to vote shall have one vote upon each
matter submitted to a vote at a meeting of shareholders for each share of stock
registered in his name on the record date fixed by the Board of Directors for
said meeting or action by shareholders. The principle of cumulative voting
shall not apply. The vote for directors, and, upon the demand of any
shareholder entitled to vote, the vote upon any question before the meeting
shall be by written ballot. All elections shall be had by plurality vote and
all other questions shall be decided by a majority vote, except as otherwise
provided by law, the Restated Articles of Incorporation or these By-Laws.
SECTION 6: Unless otherwise required by law, written notice of any
shareholders' meeting shall be mailed, postage prepaid, to each shareholder
entitled to vote thereat at such address as appears on the records of the
Corporation, which notice shall state the place, date and
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hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, and said notice shall be given not
less than ten (10) more than sixty (60) days before the date of the meeting.
SECTION 7: Subject to the provisions of Article FOURTH of the Restated
Articles of Incorporation, and unless otherwise prescribed by statute, special
meetings of the shareholders for any purpose or purposes may be called by the
Board of Directors, or by the Chairman of the Board of Directors, the President
or a Vice-President, and shall be called at the request in writing of
shareholders owning ten percent (10%) of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting. Such
request shall state the purpose or purposes of the proposed meeting.
SECTION 8: Business transacted at any special meeting shall be confined to
objects stated in the call and matters germane thereto.
ARTICLE IV.
DIRECTORS.
SECTION 1: The property, business and affairs of this Corporation shall be
managed by its Board of Directors. Such Board of Directors shall consist of
seven (7) directors, or such other number as designated from time to time by
resolution of the Board of Directors. They shall be elected by the shareholders
at the annual meeting of the shareholders of the Corporation, except as provided
in SECTION 1(b) and SECTION 2 of this Article, and each director shall hold
office until his successor is duly elected and qualified. Directors need not be
shareholders.
SECTION 1(a): The Chairman of the Board of Directors shall preside at all
meetings of the shareholders and the Board of Directors. In order to assist the
Board of Directors in the formulation of policies to be pursued by the officers
of the Corporation he shall provide oversight over major problems, policies and
activities of the Corporation and make reports and recommendations as
appropriate to ensure that policies of the Board of Directors are effected. He
shall be a member and Chairman of the Executive Committee and shall ex-officio
be a member of all standing committees and, except as otherwise provided in
these By-Laws or ordered by the Board of Directors, shall appoint all special or
other committees of the Board of Directors, and, in general, he shall perform
such other duties as may, from time to time, be assigned to him by the Board of
Directors.
SECTION 1(b): At each annual meeting of shareholders, directors of the
Corporation shall be elected to hold office until the expiration of the term for
which they are elected, and until their successors have been duly elected and
qualified; except that if any such election shall not be so held, such election
shall take place at a shareholders' meeting called and held in accordance with
the Wisconsin Business Corporation Law. The directors of the Corporation shall
be divided into three classes as nearly equal in size as is practicable, hereby
designated Class I, Class II, and Class III. The term of office of the initial
Class I directors shall expire
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at the next succeeding annual meeting of shareholders, the term of office of the
initial Class II directors shall expire at the second succeeding annual meeting
of shareholders and the term of office of the initial Class III directors shall
expire at the third succeeding annual meeting of the shareholders. For the
purposes hereof, the initial Class I, Class II and Class III directors shall be
those directors elected at the first annual meeting following the effective date
of adoption of these By-Laws, and designated as members of such Class. At each
annual meeting after the first annual meeting following the effective date of
adoption of these By-Laws, 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 elected and shall qualify. 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.
Notwithstanding the foregoing, the Board of Directors may, by resolution
adopted or to be adopted by them, require that directors mandatorily retire
prior to the expiration of the term for which they are elected upon their
attaining a particular age, as may be set by resolution of the Board of
Directors, or upon their relocating from the Company's service area, subject to
such short extensions within their elected term as the remaining directors may
judge to be in the best interests of the Company.
The foregoing provisions relating to the classification of the Board of
Directors are subject to the provisions of Paragraph XII of Article FOURTH of
the Restated Articles of Incorporation.
SECTION 1(c): Any director may be removed from office only for cause in
accordance with Article EIGHTH, subparagraph (1) of the Restated Articles of
Incorporation.
SECTION 2: Subject to the provisions of Paragraph XII of Article FOURTH of
the Restated Articles of Incorporation, vacancies on the Board of Directors and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by the shareholders, the Board of Directors or a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director at any meeting of the Board of Directors and the
directors so chosen shall hold office until the next election of the Class for
which such directors shall have been chosen and until their successors shall
have been duly elected and qualified, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.
SECTION 3: The directors may hold their meetings and have one or more
offices and keep the books and records of the Corporation (except such as are
required by law to be kept within the State of Wisconsin), at the office of the
Corporation in the City of Dubuque, Iowa, or at such other places as they may
from time to time determine. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape,
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photographs, micro-photographs, or any other information storage device;
provided that the records so kept can be converted into clearly legible form
within a reasonable time.
SECTION 4: In addition to the powers and duties by these By-Laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Restated Articles of Incorporation or by these By-Laws directed or required
to be exercised or done by the shareholders.
SECTION 5: Compensation for attendance at a regular or special meeting of
the Board of Directors, or of any committee thereof, shall be payable in such
amounts as the Board of Directors shall determine by resolution from time to
time, but only to directors or persons who are not full-time employees or
officers of the Corporation. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE V.
MEETINGS OF THE BOARD OF DIRECTORS - COMMITTEES.
SECTION 1: A regular meeting of the Board of Directors shall be held
annually immediately following the annual meeting of the shareholders, and other
regular meetings of the Board of Directors shall be held at such time and place
as may be fixed by resolution of the Board of Directors. No notice of regular
meetings of the Board of Directors shall be required. Any meeting of the Board
of Directors may be held either within or without the State of Wisconsin.
SECTION 2: At all meetings of the Board of Directors a majority of the
directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Restated Articles of Incorporation or by these By-Laws. If a quorum shall not
be present at any meeting of the Board of Directors, a majority of the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
SECTION 3: Special meetings of the Board of Directors may be called by the
Chairman, the President or any two directors on two days' notice by mail or one
day's notice by telephone or telegraph to each director, which notice shall
state the date, time, place and purpose of the holding thereof.
SECTION 4: The Board of Directors may designate and appoint a standing
committee to be known as the "Executive Committee" to consist of three members,
including the Chairman, with the full powers of the Board of Directors in the
management of the business and affairs of the Corporation including the issuance
of stock within limits prescribed by the Board of Directors and the voting
powers, designations, preferences, and relative, participating, optional
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or other rights thereof, if any, or the qualifications, limitations or
restrictions thereof, if any, (except as the Board of Directors shall otherwise
direct and except when the Board of Directors shall be in session), but subject
to the restrictions of Section 5 of this Article and of any applicable statute,
and with power to authorize the seal of the Corporation to be affixed to all
papers which may require it.
SECTION 5: The Board of Directors may, by resolution passed by a majority
of the whole Board of Directors, designate one or more committees in addition to
the Executive Committee, each committee to consist of two or more of the
directors of the Corporation, which, to the extent provided by the resolution,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Restated Articles of Incorporation, adopting an agreement of merger or
consolidation, recommending to the shareholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the shareholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the By-Laws of the Corporation. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.
SECTION 6: Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
SECTION 7: Unless otherwise restricted by statute, or by the Restated
Articles of Incorporation or by these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or committee.
ARTICLE VI.
OFFICERS
SECTION 1: The officers of the Corporation shall be a President, an
Executive Vice-President, one or more other Vice-Presidents, a Secretary, a
Treasurer, a Controller, an Assistant Controller, and one or more Assistance
Secretaries and Assistant Treasurers, who shall be elected by the Board of
Directors at its first meeting after each annual meeting of the shareholders.
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SECTION 2: The Board of Directors may appoint such other officers and
agents as it shall deem necessary, who shall have such authority and perform
such duties as from time to time shall be prescribed by the Board of Directors
or the President.
SECTION 3: The salaries of all officers of the Corporation shall be fixed
by the Board of Directors.
SECTION 4: The officers of the Corporation shall hold office for one year
and until their successors are elected and qualified. Any officers elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors.
ARTICLE VII.
DUTIES OF OFFICERS.
SECTION 1: PRESIDENT. The President shall be the chief executive officer
of the Corporation; in the absence or disability of the Chairman, he shall
preside at all meetings of the stockholders; he shall ex-officio be a member of
all standing committees; he shall have general and active management of and
exercise general supervision over the business and property of the Corporation
and shall have such other power and duties as usually appertain to the office of
President and as may be assigned to him by the Board of Directors.
SECTION 2: VICE-PRESIDENTS. In the absence or disability of the
President, the Executive Vice-President shall perform the duties and exercise
the powers of the President. If other Vice-Presidents are elected, they shall
have such powers and perform such duties as the President or Board of Directors
shall from time to time assign to them.
SECTION 3: SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
attend all meetings of the shareholders and Board of Directors, and shall record
all votes and other proceedings in a book to be kept for that purpose. He shall
give, or cause to be given, all required notices of meeting of the shareholders
and Board of Directors. He shall have the custody of the seal of the
Corporation and of its records and shall perform such other duties as usually
appertain to the office of Secretary and as may be prescribed by the President
or the Board of Directors. He shall be sworn to the faithful discharge of his
duty. The Assistant Secretaries shall perform such duties as shall be delegated
to them by the Board of Directors, the President or the Secretary.
SECTION 4: TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have
the custody of the corporate funds, and securities, and shall keep full and
accurate accounts of receipts and disbursements in books of the Corporation to
be kept for that purpose, and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation, in such depositaries
as may be designated by authority of the Board of Directors. He shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, or the
President taking proper vouchers for such disbursements, and shall render to the
Board of Directors, at the regular meetings of the Board of Directors, or
whenever it may so require, an account of all his
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transactions as Treasurer and of the financial condition of the Corporation and
shall have such other powers and duties as may be assigned to him by the
President or the Board of Directors. The Assistant Treasurers shall perform
such duties as shall be delegated to them by the Board of Directors, the
President or the Treasurer.
SECTION 5: CONTROLLER AND ASSISTANT CONTROLLER. The Controller shall be
the principal accounting officer and as such shall have charge of the books and
accounts of the Corporation subject to the direction of the President. He shall
keep or cause to be kept full and complete books of account of all operations of
the Corporation and of its assets and liabilities (except those kept by the
Treasurer as herein provided).
He shall render to the Chairman, the President and the Board of Directors,
as and when requested, reports of the operations and business of the Corporation
and of its financial condition.
He shall have such other powers and perform such other duties as the
President and the Board of Directors may from time to time assign to him. The
Assistant Controller shall perform such duties as shall be delegated to him or
her by the Board of Directors, the President or the Controller.
SECTION 6: The Board of Directors may, by resolution, require any officers
of the Corporation to furnish bonds conditioned for the faithful performance of
their respective duties as such officers, with a surety company satisfactory to
such Board of Directors as surety, the expense of which shall be paid by the
Corporation.
ARTICLE VIII.
OFFICERS - VACANCIES.
If the office of the President, the Executive Vice-President, Vice-
President, Secretary, Treasurer, Controller, or other officer or agent, one or
more, becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the directors then in office
may choose a successor or successors, who shall hold office for the unexpired
term in respect of which such vacancy occurred.
ARTICLE IX.
DUTIES OF OFFICERS MAY BE DELEGATED.
In case of the absence of any officer of the Corporation, or for any other
reason that the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer, or to
any director, for the time being.
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ARTICLE IX-A.
INDEMNIFICATION OF DIRECTORS AND OTHERS
BY THE CORPORATION.
Subject to the provisions of Section 180.0858(2) of the Wisconsin Business
Corporation Law, the following are in addition to any rights to indemnification
that any person may have under the Wisconsin Business Corporation Law.
Provided he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful, every person (and the heirs, executors and administrators
of such person) who is or was a director, officer, employee or attorney of the
Corporation, or of any partnership, joint venture, trust or other enterprise or
of any other corporation which he served or is serving as such at the request of
the Corporation, and, as to such other corporation, in which the Corporation
owns shares of capital stock or is a creditor, shall be indemnified by the
Corporation against all legal and other fees and expenses (including judgements,
fines or penalties, assessment, forfeiture and amounts paid, other than to the
Corporation, or actually and reasonably incurred in connection with settlements,
whether with or without court approval, made with a view to curtailment of costs
of litigation and with the approval of a majority of the directors of the
Corporation then in office other than those who have incurred expenses in
relation to the matter for which indemnification is or has been sought, whether
or not such majority constitutes a quorum, or if there are no such directors
then with the approval of independent counsel appointed by the Board of
Directors) actually and reasonably incurred by him in connection with or
resulting from any threatened, pending or completed claim, action, suit or
proceeding (whether brought by or in the right of the Corporation or such other
corporation or otherwise), civil, criminal, administrative or investigative, or
any appeal therein, in which he is made a party by reason of his serving or
having served at the request of the Corporation as a director, officer, employee
or attorney of the Corporation, or such other corporation, partnership, joint
venture, trust or other enterprise, before or after the adoption of this By-Law.
Such person shall be indemnified against expenses (including attorneys fees)
except in relation to matters as to which he shall be finally determined as a
result of such claim, action, suit or proceeding to be liable to the
Corporation, whether such determination is made by a court of competent
jurisdiction or, in the absence of that, either by such majority of directors
not seeking indemnification, acting on the advice of counsel, or by independent
counsel appointed by the Board of Directors, unless and only to the extent a
court of competent jurisdiction, upon timely application being made, despite a
final determination of liability, determines that in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court deems proper. Expenses incurred
with respect to any claim, action, suit or proceeding of the character above
described shall be advanced by the Corporation prior to the final disposition
thereof upon receipt of a written affirmation of the recipient's good faith
belief that he has not breached or failed to perform his duties to the
Corporation and a written undertaking by or on behalf of the recipient to repay
such amount if it is ultimately determined that he is not entitled to
indemnification under this Article IX-A. In the case of any claim, action, suit
or proceeding (whether civil, administrative or investigative), a judgment in or
settlement of a civil, administrative or investigative claim, action, suit or
proceeding, or in the case of a criminal
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action, suit or proceeding, a conviction or judgment (whether based on a plea of
guilty or nolo contendere or its equivalent, or after trial) shall not be deemed
a determination or create a presumption that such director, officer, employee or
attorney, or former director, officer, employee, or attorney, did not act in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Notwithstanding any prior judgement, settlement or conviction as aforesaid,
indemnification hereunder shall be mandatory upon the determination that such
director, officer, employee, or attorney, or former director, officer, employee,
or attorney, was acting in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation and with respect
to any criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. The indemnification and advancement of expenses
granted hereunder shall not be deemed exclusive of any other rights to which
such director, officer, employee, or attorney may be entitled under any
agreement, vote of shareholders, or at law or in equity or otherwise, and the
indemnification hereby granted shall be in addition to and not in restriction or
limitation of any other privilege or power which the Corporation may lawfully
exercise with respect to the indemnification or advancement of expenses to
directors, officers, employees, or attorneys, or persons formerly holding such
positions. For the purposes of this Article IX-A, references to the "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees, or attorneys, so that any person who is or was a director, officer,
employee, or attorney of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee, or
attorney of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Article IX-A with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
ARTICLE IX-B.
REGARDING DUTIES OF DIRECTORS AND OTHERS.
SECTION 1: Unless otherwise provided by statute, or by the Restated
Articles of Incorporation, no liability shall attach to any person (and the
heirs, executors and administrators of such person) who is or was a director,
officer, employee or attorney of the Corporation, or of any partnership, joint
venture, trust or other enterprise in which position he is or was acting as such
at the request of the Corporation, or of any other corporation which he served
or is serving as such at the request of the Corporation, and in which the
Corporation owns shares of capital stock or is a creditor (hereinafter in this
Article referred to as "such person"), who shall perform or have performed his
duties in good faith in a manner he reasonably believes or believed to be in or
not opposed to the best interests of the Corporation with such care that an
ordinarily prudent person in a like position would use under similar
circumstances.
SECTION 2: Any "such person" in the performance of his duties shall be
entitled to rely in good faith on information, opinions, reports or statements,
including financial statements and
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other financial data, in each case prepared or presented by: (a) one or more
officers or employees of the Corporation whom "such person" reasonably believes
in good faith to be reliable and competent in the matters presented, (b)
counsel, public accountants, appraisers or other persons as to matters which
"such person" reasonably believes in good faith to be within the other person's
professional or expert competence, or (c) in the case of reliance by a director,
a committee of the Board of Directors upon which he does not serve, duly
designated in accordance with a provision of the Restated Articles of
Incorporation of the By-Laws, as to matters within its designated authority,
which committee "such person" reasonably believes in good faith to merit
confidence; but he shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance to be
unwarranted. Any "such person" who so performs his duties for the Corporation
shall have no liability by reason of such reliance.
SECTION 3: No "such person" who makes or causes to be made any disclosure
in any application, report or document found to be misleading with respect to
any material fact shall have any liability who shall sustain the burden of proof
with respect to (a) any matter not purporting to be made on the authority of an
expert, and not purporting to be a copy of or extract from a report or valuation
of an expert, and not purporting to be made on the authority of a public
official document or statement, that he had, after reasonable investigation,
reasonable ground to believe and did believe, at the time such matter was
published, that the statements therein were true and that there was no omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and (b) as regards any matter purporting to
be made upon his authority as an expert or purporting to be a copy of or extract
from a report or valuation of himself as an expert, (I) he had, after reasonable
investigation, reasonable ground to believe and did believe, at the time such
matter was published, that the statements therein were true and that there was
no omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or (ii) such matter did not
fairly represent his statement as an expert or was not a fair copy of or extract
from his report or valuation as an expert; and (c) as regards any matter
purporting to be made on the authority of an expert (other than himself), he had
no reasonable ground to believe and did not believe, at the time such matter was
published, that the statements therein were untrue or that there was an omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that such matter did not fairly represent
the statement of the expert or was not a fair copy of or extract from the report
or valuation of the expert; and (d) as regards any matter purporting to be a
statement made by an official person or purporting to be a copy of or extract
from a public official document, he had no reasonable ground to believe and did
not believe, at the time such matter was published, that the statements therein
were untrue, or that there was an omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
that such matter did not fairly represent the statement made by the official
person or was not a fair copy of or extract from the public official document.
SECTION 4: In determining, for the purpose of Section 3 of this Article,
what constitutes reasonable investigation and reasonable ground for belief, the
standard of reasonableness shall be that required of a prudent man in the
management of his own property.
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SECTION 5: Subject to applicable law, any suit for liability as above
provided may be to recover only such damages as shall represent the difference
between the amount paid for the security issued by the Corporation (not
exceeding the price at which the security was offered to the public) and (I) the
value thereof as of the time such suit was brought, or (ii) the price at which
such security shall have been disposed of in the market before suit, or (iii)
the price at which such security shall have been disposed of after suit but
before judgment if such damages shall be less than the damages representing the
difference between the amount paid for the security (not exceeding the price at
which the security was offered to the public) and the value thereof as of the
time such suit was brought: Provided, that if the defendant proves that any
portion or all of such damages represents other than the depreciation in value
of such security resulting from such material misleading matter, with respect to
which his liability is asserted, not being true or omitting to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, such portion of or all such damages shall not be recoverable.
SECTION 6: All or any one or more of the persons held liable as above
provided in Section 5 of this Article shall be jointly and severally liable, and
every person who becomes so liable to make any payment may recover contribution
as in cases of contract from any person who, if sued separately, would have been
liable to make the same payment, unless the person who has become liable was,
and the other was not, guilty of fraudulent misrepresentation.
SECTION 7: In no case shall the amount recoverable exceed the price at
which the security was offered to the public.
ARTICLE X.
SECTION 1: Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by the
President or a Vice-President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation. If such certificate is
countersigned (1) by a transfer agent other than the Corporation or its
employee, or, (2) by a registrar other than the Corporation or its employee, any
other signature on the certificate may be a facsimile. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.
SECTION 2: If the Corporation shall be authorized to issue more than one
class of stock, or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in
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full or summarized on the face or back of the certificate which the Corporation
shall issue to represent such class of stock; provided, however, that except as
otherwise provided by statute, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each shareholder who so requests, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
ARTICLE XI.
TRANSFER OF STOCK, FIXING RECORD DATE, ETC.
SECTION 1: The shares of stock of the Corporation shall be transferable as
provided in the Uniform Commercial Code as enacted in the State of Wisconsin.
SECTION 2: In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 3: The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the laws of
Wisconsin.
SECTION 4: The Board of Directors may appoint one or more transfer agents
and registrars for its stock, and may require all stock certificates to bear the
signature either of a transfer agent or of a registrar, or both.
ARTICLE XII.
LOST, STOLEN OR DESTROYED CERTIFICATES.
Any person claiming a certificate of stock to be lost, stolen or destroyed
shall make an affidavit or affirmation of the fact and advertise the same in
such manner as the Board of Directors may require, and shall give the
Corporation and/or the transfer agents and/or the registrars, if they shall so
require, a bond of indemnity, in form and with one or more sureties satisfactory
to the Board of Directors, and/or the transfer agents and/or the registrars, in
such sum as they may direct, whereupon a new certificate may be issued of the
same tenor and for
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the same number of shares as the one alleged to be lost, stolen or destroyed,
but always subject to the approval of the Board of Directors.
ARTICLE XIII.
INSPECTION OF BOOKS.
The Board of Directors shall determine from time to time whether, and, if
allowed, when and under what conditions and regulations the accounts and books
of the Corporation (except such as may by statute be specifically open to
inspection) or any of them, shall be open to the inspection of the shareholders,
and the shareholder's rights in this respect are and shall be restricted and
limited accordingly.
ARTICLE XIV.
CONTRACTS, ETC.
SECTION 1: All checks, notes, drafts, acceptances or other demands or
orders for the payment of money of the Corporation shall be signed by such
officer or officers or person or persons as the Board of Directors may from time
to time designate.
SECTION 2: 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 by resolution prescribe.
ARTICLE XV.
FISCAL YEAR.
The fiscal year shall be the calendar year.
ARTICLE XVI.
DIVIDENDS.
Subject to the provisions of law and of the Restated Articles of
Incorporation, the Board of Directors shall have absolute discretion in the
declaration of dividends and in fixing and changing the date for the declaration
and payment of dividends. Before payment of any dividend or making any
distribution of profits, the Board of Directors may set aside, out of the
surplus or net profits of the Corporation, such sum or sums as the directors may
from time to time in their absolute discretion deem proper as a reserve or
reserves to meet contingencies or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for any other purpose which the
directors shall think conducive to the interests of the Corporation and the
directors may modify or abolish any such reserve.
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ARTICLE XVII.
NOTICES.
SECTION 1: Notices to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the Corporation or, in default of other
address, to such director, officer or shareholder at the General Post Office in
the City of Dubuque, Iowa. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also be given by
telegram.
SECTION 2: Whenever any notice is required to be given under the
provisions of the statutes or of the Restated Articles of Incorporation or of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE XVIII.
AMENDMENTS.
These By-Laws may be altered, amended or repealed, and new By-Laws may be
made at any annual, regular or special meeting of the shareholders by the
affirmative vote of a majority in interest of the stock then issued and
outstanding and entitled to vote, or at any regular or special meeting of the
Board of Directors by the affirmative vote of a majority of such Board of
Directors.
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