Exhibit 3.15
AMENDMENT TO NEENAH FOUNDRY COMPANY BYLAWS
Article III, Section 3.01, Sentence 2 relating to the number of the
board of directors of Neenah Foundry Company is hereby amended to read as
follows:
"The number of directors of the corporation shall be no less than two (2) and no
more than seven (7)."
This amendment shall became effective on the Effective Date of the
Prepackaged Joint Plan of Reorganization of ACP Holding Company, NFC
Castings, Inc., Neenah Foundry Company and certain of its subsidiaries,
without further action by the board of directors or shareholders of Neenah
Foundry Company, pursuant to the Bankruptcy Court Confirmation Order dated
September 25, 2003.
BYLAWS
of
NEENAH CORPORATION Neenah Foundry Company
As Amended and Restated
July 14, 1995
TABLE OF CONTENTS
ARTICLE I. OFFICES; RECORDS .......................................... 2
1.01. Principal and Business Offices ............................ 2
1.02. Registered Office and Registered Agent .................... 2
1.03. Corporate Records ......................................... 2
ARTICLE II. SHAREHOLDERS .............................................. 3
2.01. Annual Meeting ............................................ 3
2.02. Special Meetings .......................................... 2
2.03. Place of Meeting .......................................... 2
2.04. Notices to Shareholders ................................... 2
2.05. Fixing of Record Date ..................................... 4
2.06. Shareholder List .......................................... 4
2.07. Quorum and Voting Requirements ............................ 5
2.08. Conduct of Meetings ....................................... 5
2.09. Proxies ................................................... 5
2.10. Voting of Shares .......................................... 6
ARTICLE III. BOARD OF DIRECTORS ........................................ 6
3.01. General Powers and Number ................................. 6
3.02. Election, Removal, Tenure and Qualifications .............. 6
3.03. Regular Meetings .......................................... 7
3.04. Special Meetings .......................................... 7
3.05. Meetings By Telephone or Other Communication
Technology ................................................ 7
3.06. Notice of Meetings ........................................ 8
3.07. Quorum .................................................... 8
3.08. Manner of Acting .......................................... 8
3.09. Conduct of Meetings ....................................... 8
3.10. Vacancies ................................................. 9
3.11. Compensation .............................................. 9
3.12. Presumption of Assent ..................................... 9
3.13. Committees ................................................ 9
ARTICLE IV. OFFICERS .................................................. 10
4.01. Appointment ............................................... 10
4.02. Resignation and Removal ................................... 10
4.03. Vacancies ................................................. 10
4.04. Chairman of the Board ..................................... 11
4.05. President ................................................. 11
4.06. Shared Functions .......................................... 11
4.07. Vice Presidents ........................................... 12
4.08. Secretary ................................................. 12
4.09. Treasurer ................................................. 12
4.10. Assistants and Acting Officers ............................ 13
4.11. Salaries .................................................. 13
ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER ................ 13
5.01. Certificates for Shares ................................... 13
5.02. Signature by Former Officers .............................. 14
5.03. Transfer of Shares ........................................ 14
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TABLE OF CONTENTS (continued)
5.04. Restrictions on Transfer .................................. 14
5.05. Lost, Destroyed or Stolen Certificates .................... 14
5.06. Consideration for Shares .................................. 14
5.07. Stock Regulations ......................................... 15
ARTICLE VI. WAIVER OF NOTICE .......................................... 15
6.01. Shareholder Written Waiver ................................ 15
6.02. Shareholder Waiver by Attendance .......................... 15
6.03. Director Written Waiver ................................... 15
6.04. Director Waiver by Attendance ............................. 15
ARTICLE VII. ACTION WITHOUT MEETINGS ................................... 16
7.01. Shareholder Action Without Meeting ........................ 16
7.02. Director Action Without Meeting ........................... 16
ARTICLE VIII. INDEMNIFICATION .......................................... 16
8.01. Indemnification for Successful Defense .................... 16
8.02. Other Indemnification ..................................... 16
8.03. Written Request ........................................... 17
8.04. Nonduplication ............................................ 17
8.05. Determination of Right to Indemnification ................. 17
8.06. Advance of Expenses ....................................... 19
8.07. Nonexclusivity ............................................ 19
8.08. Court-Ordered Indemnification ............................. 20
8.09. Indemnification and Allowance of Expenses of
Employees and Agents ...................................... 21
8.10. Insurance ................................................. 21
8.11. Securities Law Claims ..................................... 21
8.12. Liberal Construction ...................................... 21
8.13. Definitions Applicable to this Article .................... 21
ARTICLE IX. CONTRACTS, LOANS, CHECKS AND DEPOSITS ..................... 23
9.01. Contracts; Director Conflict of Interest .................. 23
9.02. Loans ..................................................... 24
9.03. Checks, Drafts, etc ....................................... 24
9.04. Deposits .................................................. 24
ARTICLE X. MISCELLANEOUS ............................................. 24
10.01. Corporate Seal ............................................ 24
10.02. Fiscal Year ............................................... 24
ARTICLE XI. AMENDMENTS ................................................ 24
11.01. By Shareholders ........................................... 24
11.02. By Directors .............................................. 25
11.03. Implied Amendments ........................................ 25
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ARTICLE I. OFFICES; RECORDS
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 and Registered Agent. 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. The address
of the registered office may be changed from time to time by any officer or by
the registered agent. The office of the registered agent of the corporation
shall be identical to such registered office.
1.03. Corporate Records. The following documents and
records shall be kept at the corporation's principal office or at such other
reasonable location as may be specified by the corporation:
(a) Minutes of shareholders' and Board of
Directors' meetings and any written notices thereof.
(b) Records of actions taken by the shareholders
or directors without a meeting.
(c) Records of actions taken by committees of
the Board of Directors.
(d) Accounting records.
(e) Records of its shareholders.
(f) Current Bylaws.
(g) Written waivers of notice by shareholders or
directors (if any).
(h) Written consents by shareholders or
directors for actions without a meeting (if any).
(i) Voting trust agreements (if any).
(j) Stock transfer agreements to which the
corporation is a party or of which it has notice (if any).
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting. The annual meeting of the
shareholders shall be held not earlier than the second Tuesday in April nor
later than the third Tuesday in June, as determined each year by the Chairman of
the Board or the President, and the time and place of meeting shall be such as
shall be fixed by the Secretary and specified in the notice or waiver of notice
of the meeting. The annual meeting shall be held for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors is not held on the day fixed as herein
provided, for any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a meeting
of the shareholders as soon thereafter as may be convenient.
2.02. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Chairperson of the Board, if there is one, the
President or the Board of Directors. If and as required by the Wisconsin
Business Corporation Law, a special meeting shall be called upon written demand
describing one or more purposes for which it is to be held by holders of shares
with at least 10% of the votes entitled to be cast on any issue proposed to be
considered at the meeting. The purpose or purposes of any special meeting shall
be described in the notice required by Section 2.04 of these Bylaws.
2.03. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Wisconsin, as the
place of meeting for any annual meeting or any special meeting. If no
designation is made, the place of meeting shall be the principal office of the
corporation but any meeting may be adjourned to reconvene at any place
designated by vote of a majority of the shares represented thereat and entitled
to vote thereon.
2.04. Notices to Shareholders. (a) Required Notice. Written
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten days nor more than sixty (60) days before the date
of the meeting (unless a different time is provided by law or the Articles of
Incorporation), by or at the direction of the Chairman of the Board, the
President or the Secretary, to each shareholder entitled to vote at such meeting
or, for the fundamental transactions described in subsections (e)(1) to (4)
below (for which the Wisconsin Business Corporation Law requires that notice be
given to shareholders not entitled to vote), to all shareholders. If mailed,
such notice is effective when deposited
in the United States mail, and shall be addressed to the shareholder's address
shown in the current record of shareholders of the corporation, with postage
thereon prepaid. At least twenty (20) days' notice shall be provided if the
purpose, or one of the purposes, of the meeting is to consider a plan of merger
or share exchange for which shareholder approval is required by law, or the
sale, lease, exchange or other disposition of all or substantially all of the
corporation's property, with or without good will, otherwise than in the usual
and regular course of business.
(b) Adjourned Meeting. Except as provided in the
next sentence, if any shareholder meeting is adjourned to a different date,
time, or place, notice need not be given of the new date, time, and place, if
the new date, time, and place is announced at the meeting before adjournment. If
a new record date for the adjourned meeting is or must be fixed, then notice
must be given pursuant to the requirements of paragraph (a) of this Section
2.04, to those persons who are shareholders as of the new record date.
(c) Waiver of Notice. A shareholder may waive
notice in accordance with Article VI of these Bylaws.
(d) Contents of Notice. The notice of each
special shareholder meeting shall include a description of the purpose or
purposes for which the meeting is called, and only business within the purpose
described in the meeting notice may be conducted at a special shareholder
meeting. Except as otherwise provided in subsection (e) of this Section 2.04, in
the Articles of Incorporation, or in the Wisconsin Business Corporation Law, the
notice of an annual shareholder meeting need not include a description of the
purpose or purposes for which the meeting is called.
(e) Fundamental Transactions. If a purpose of
any shareholder meeting is to consider either: (1) a proposed amendment to the
Articles of Incorporation (including any restated articles); (2) a plan of
merger or share exchange for which shareholder approval is required by law; (3)
the sale, lease, exchange or other disposition of all or substantially all of
the corporation's property, with or without good will, otherwise than in the
usual and regular course of business; (4) the dissolution of the corporation; or
(5) the removal of a director, the notice must so state and in cases (1), (2)
and (3) above must be accompanied by, respectively, a copy or summary of the:
(1) proposed articles of amendment or a copy of the restated articles that
identifies any amendment or other change; (2) proposed plan of merger or share
exchange; or (3) proposed transaction for disposition of all or substantially
all of the corporation's property. If the proposed corporate action creates
dissenters' rights, the notice must state that shareholders and beneficial
shareholders are or may be entitled to assert dissenters' rights, and must be
accompanied by a copy of Sections
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180.1301 to 180.1331 of the Wisconsin Business Corporation Law, or the
corresponding provisions of any successor statute.
2.05. Fixing of Record Date. The Board of Directors may fix
in advance a date as the record date for one or more voting groups for any
determination of shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, or to take any other action, such date in any
case to be not more than seventy (70) days prior to the meeting or action
requiring such determination of shareholders, and may fix the record date for
determining shareholders entitled to a share dividend or distribution. If no
record date is fixed for the determination of shareholders entitled to demand a
shareholder meeting, to notice of or to vote at a meeting of shareholders, or to
consent to action without a meeting, (a) the close of business on the day before
the corporation receives the first written demand for a shareholder meeting, (b)
the close of business on the day before the first notice of the meeting is
mailed or otherwise delivered to shareholders, or (c) the close of business on
the day before the first written consent to shareholder action without a meeting
is received by the corporation, as the case may be, shall be the record date for
the determination of shareholders. If no record date is fixed for the
determination of shareholders entitled to receive a share dividend or
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares the close of business on the day
on which the resolution of the Board of Directors is adopted declaring the
dividend or distribution shall be the record date. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment
thereof unless the Board of Directors fixes a new record date and except as
otherwise required by law. A new record date must be set if a meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.
2.06. Shareholder List. The officer or agent having charge
of the stock transfer books for shares of the corporation shall, before each
meeting of shareholders, make a complete record of the shareholders entitled to
notice of such meeting, arranged by class or series of shares and showing the
address of and the number of shares held by each shareholder. The shareholder
list shall be available at the meeting and may be inspected by any shareholder
or his or her agent or attorney at any time during the meeting or any
adjournment. Any shareholder or his or her agent or attorney may inspect the
shareholder list beginning two (2) business days after the notice of the meeting
is given 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 and, subject to Section 180.1602(2)(b) 3 to 5 of
the Wisconsin Business Corporation Law, may copy the list, during regular
business hours and at his or her expense, during the period that it is available
for inspection hereunder. The original stock
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transfer books and nominee certificates on file with the corporation (if any)
shall be prima facie evidence as to who are the shareholders entitled to inspect
the shareholder list or to vote at any meeting of shareholders. Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at such meeting.
2.07. Quorum and Voting Requirements. Except as otherwise
provided in the Articles of Incorporation or in the Wisconsin Business
Corporation Law, a majority of the votes entitled to be cast by shares entitled
to vote as a separate voting group on a matter, represented in person or by
proxy, shall constitute a quorum of that voting group for action on that matter
at a meeting of shareholders. If a quorum exists, action on a matter, other than
the election of directors, by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action unless a greater number of affirmative votes is required by the Wisconsin
Business Corporation Law or the Articles of Incorporation. If the Articles of
Incorporation or the Wisconsin Business Corporation Law provide for voting by
two (2) on more voting groups on a matter, action on that matter is taken only
when voted upon by each of those voting groups counted separately. Action may be
taken by one (1) voting group on a matter even though no action is taken by
another voting group entitled to vote on the 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 that meeting.
2.08. Conduct of Meetings. The Chairman of the Board, or in
his or her absence, the President, and in the President's absence, a Vice
President in the order provided under Section 4.07 of these Bylaws, 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 shall act as secretary of all meetings of the shareholders, but, in
the absence of the Secretary, the presiding officer may appoint any other
person to act as secretary of the meeting.
2.09. Proxies. At all meetings of shareholders, a
shareholder entitled to vote may vote in person or by proxy appointed in writing
by the shareholder or by his or her duly authorized attorney-in-fact. All proxy
appointment forms shall be filed with the Secretary or other officer or agent of
the corporation authorized to tabulate votes before or at the time of the
meeting. Unless the appointment form conspicuously states that it is irrevocable
and the appointment is coupled with an interest, a proxy appointment may be
revoked at any time. The presence of a shareholder who has filed a proxy
appointment shall
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not of itself constitute a revocation. No proxy appointment shall be valid after
eleven months from the date of its execution, unless otherwise expressly
provided in the appointment form. The Board of Directors shall have the power
and authority to make rules that are not inconsistent with the Wisconsin
Business Corporation Law as to the validity and sufficiency of proxy
appointments.
2.10. Voting of Shares. Each outstanding share of Class A
common stock shall be entitled to one (1) vote on each matter submitted to a
vote at a meeting of shareholders. The holders of preferred stock and of Class B
common stock shall have no voting rights whatsoever, except as required by law.
Shares owned directly or indirectly by another corporation are not entitled to
vote if this corporation owns, directly or indirectly, sufficient shares to
elect a majority of the directors of such other corporation. However, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity. Redeemable shares
are not entitled to vote after notice of redemption is mailed to the holders and
a sum sufficient to redeem the shares has been deposited with a bank, trust
company, or other financial institution under an irrevocable obligation to pay
the holders the redemption price on surrender of the shares.
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 shall be managed under the direction of, its Board of Directors.
The number of directors of the corporation shall be three (3). The number of
directors may be increased or decreased from time to time by amendment to this
Section adopted by the shareholders or the Board of Directors, but no decrease
shall have the effect of shortening the term of an incumbent director.
3.02. Election, Removal, Tenure and Qualifications. Unless
action is taken without a meeting under Section 7.01 of these Bylaws, directors
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election at a shareholders meeting at which a quorum is present; i.e.,
the individuals with the largest number of votes in favor of their election are
elected as directors up to the maximum number of directors to be chosen in the
election. Votes against a candidate are not given legal effect and are not
counted as votes cast in an election of directors. In the event two (2) or more
persons tie for the last vacancy to be filled, a run-off vote shall be taken
from among the candidates receiving the tie vote. Each director shall hold
office until the next annual meeting of shareholders and until the director's
successor shall have been elected and qualified or there is a decrease in the
number of
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directors, or until his or her prior death, resignation or removal. If
cumulative voting for directors is not authorized by the Articles of
Incorporation, any director or directors may be removed from office by the
shareholders if the number of votes cast to remove the director exceeds the
number cast not to remove him or her, taken at a meeting of shareholders called
for that purpose (unless action is taken without a meeting under Section 7.01 of
these Bylaws), provided that the meeting notice states that the purpose, or one
of the purposes, of the meeting is removal of the director. The removal may be
made with or without cause unless the Articles of Incorporation or these Bylaws
provide that directors may be removed only for cause. A director may resign at
any time by delivering a written resignation to the Board of Directors, to the
Chairman of the Board, or to the corporation through the Secretary or otherwise.
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 and any committee may
provide, by resolution, the time and place, either within or without the State
of Wisconsin, for the holding of additional regular meetings without other
notice than such resolution.
3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President or any two (2) directors. Special meetings of any committee may be
called by or at the request of the foregoing persons or the chairperson of the
committee. The persons calling any special meeting of the Board of Directors or
committee may fix any place, either within or without the State of Wisconsin, as
the place for holding any special meeting called by them, and if no other place
is fixed the place of meeting shall be the principal office of the corporation
in the State of Wisconsin.
3.05. Meetings By Telephone or Other Communication
Technology. (a) Any or all directors may participate in a regular or special
meeting or in a committee meeting of the Board of Directors by, or conduct the
meeting through the use of, telephone or any other means of communication by
which either: (i) all participating directors may simultaneously hear each other
during the meeting or (ii) all communication during the meeting is immediately
transmitted to each participating director, and each participating director is
able to immediately send messages to all other participating directors.
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(b) If a meeting will be conducted through the use of any
means described in paragraph (a), all participating directors shall be informed
that a meeting is taking place at which official business may be transacted. A
director participating in a meeting by any means described in paragraph (a) is
deemed to be present in person at the meeting.
3.06. Notice of Meetings. Except as otherwise provided in
the Articles of Incorporation or the Wisconsin Business Corporation Law, notice
of the date, time and place of any special meeting of the Board of Directors and
of any special meeting of a committee of the Board shall be given orally or in
writing to each director or committee member at least 48 hours prior to the
meeting, except that notice by mail shall be given at least 72 hours prior to
the meeting. The notice need not describe the purpose of the meeting. Notice may
be communicated in person, by telephone, telegraph or facsimile or by mail or
private carrier. Oral notice is effective when communicated. Written notice is
effective as follows: If delivered in person, when received; if given by mail,
when deposited, postage prepaid, in the United States mail addressed to the
director at his or her business or home address (or such other address as the
director may have designated in writing filed with the Secretary); if given by
facsimile, at the time transmitted to a facsimile number at any address
designated above; and if given by telegraph, when delivered to the telegraph
company.
3.07. Quorum. Except as otherwise provided by the Wisconsin
Business Corporation Law, a majority of the number of directors as provided in
Section 3.01 shall constitute a quorum of the Board of Directors. Except as
otherwise provided by the Wisconsin Business Corporation Law, a majority of the
number of directors appointed to serve on a committee shall constitute a quorum
of the committee.
3.08. Manner of Acting. Except as otherwise provided by the
Wisconsin Business Corporation Law, the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors or any committee thereof.
3.09. Conduct of Meetings. The Chairman of the Board, or in
his or her absence, the President, and in the President's absence, a Vice
President in the order provided under Section 4.07 of these Bylaws, and in their
absence, any director chosen by the directors present, shall call meetings of
the Board of Directors to order and shall chair the meeting. The Secretary of
the corporation shall act as secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may
appoint any assistant secretary or any director or other person present to act
as secretary of the meeting.
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3.10. Vacancies. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, may be filled by the shareholders or the Board of Directors. If the
directors remaining in office constitute fewer than a quorum of the Board, the
directors may fill a vacancy by the affirmative vote of a majority of all
directors remaining in office. 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.
3.11. Compensation. The Board of Directors, irrespective
of any personal interest of any of its members, may fix the compensation of
directors.
3.12. Presumption of Assent. A director who is present and
is announced as present at a meeting of the Board of Directors or a committee
thereof at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (i) 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, or (ii) the director's dissent
or abstention from the action taken is entered in the minutes of the meeting, or
(iii) the director delivers his or her written dissent or abstention to the
presiding officer of the meeting before the adjournment thereof or to the
corporation immediately after the adjournment of the meeting. Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.
3.13. Committees. The Board of Directors, by resolution
adopted by the affirmative vote of a majority of all the directors then in
office, may create one (1) or more committees, each committee to consist of two
(2) or more directors as members, which to the extent provided in the resolution
as initially adopted, and as thereafter supplemented or amended by further
resolution adopted by a like vote, may exercise the authority of the Board of
Directors, except that no committee may: (a) authorize distributions; (b)
approve or propose to shareholders action that the Wisconsin Business
Corporation Law requires be approved by shareholders; (c) fill vacancies on the
Board of Directors or any of its committees, except that the Board of Directors
may provide by resolution that any vacancies on a committee shall be filled by
the affirmative vote of a majority of the remaining committee members; (d) amend
the 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 or (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 within limits
prescribed by the Board of Directors. All
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members of the Board of Directors who are not members of a given committee shall
be alternate members of such committee and may take the place of any absent
member or members at any meeting of such committee, upon request by the Chairman
of the Board, the President or upon request by the chairperson of such meeting.
Each such committee shall fix its own rules (consistent with the Wisconsin
Business Corporation Law, the Articles of Incorporation and these Bylaws)
governing the conduct of its activities and shall make such reports to the Board
of Directors of its activities as the Board of Directors may request. Unless
otherwise provided by the Board of Directors in creating a committee, a
committee may employ counsel, accountants and other consultants to assist it in
the exercise of authority. The creation of a committee, delegation of authority
to a committee or action by a committee does not relieve the Board of Directors
or any of its members of any responsibility imposed on the Board of Directors
or its members by law.
ARTICLE IV. OFFICERS
4.01. Appointment. The principal officers shall include a
Chairman of the Board, a President, one or more Vice Presidents (the number and
designations to be determined by the Board of Directors), a Secretary and a
Treasurer, each of whom shall be appointed by the Board of Directors. The Board
of Directors may designate one or more of the Vice Presidents as Executive Vice
Presidents or Senior vice Presidents. Such other officers and assistant officers
as may be deemed necessary may be appointed by the Board of Directors, the
Chairman of the Board or the President. Any two or more offices may be held by
the same person.
4.02. Resignation and Removal. An officer shall hold office
until he or she resigns, dies, is removed hereunder, or a different person is
appointed to the office. An officer may resign at any time by delivering an
appropriate written notice to the corporation. The resignation is effective when
the notice is delivered, unless the notice specifies a later effective date and
the corporation accepts the later effective date. Any officer may be removed by
the Board of Directors with or without cause and notwithstanding the contract
rights, if any, of the person removed. Except as provided in the preceding
sentence, the resignation or removal is subject to any remedies provided by
any contract between the officer and the corporation or otherwise provided by
law. Appointment shall not of itself create contract rights.
4.03. Vacancies. A vacancy in any principal office because
of death, resignation, removal or otherwise, shall be filled by the Board of
Directors and a vacancy in any other office shall be filled by the Board of
Directors, the Chairman of the Board or the President. If a resignation is
effective at a
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later date, the vacancy may be filled before the effective date if the
appointment provides that the successor may not take office until the effective
date.
4.04. Chairman of the Board. The Chairman of the Board
shall be the chief executive officer of the corporation and, subject to the
control of the Board of Directors, shall in general supervise and control all of
the business and affairs of the corporation. He or she 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 Chairman of the Board. In general, he or
she shall perform all duties incident to the office of the Chairman of the Board
and such other duties as may be prescribed by the Board of Directors from time
to time. In the absence of the President, or in the event that such office is
for any reason vacant, the Chairman of the Board shall perform the functions of
the President.
4.05. President. The President shall be the chief operating
officer of the corporation, carrying out his or her functions subject to the
directions of the Chairman of the Board and the Board of Directors. In the
absence of the Chairman of the Board, or in the event that such office is for
any reason vacant, the President shall perform the functions of the Chairman of
the Board. However, if the offices of Chairman of the Board and President are
held by the same person, the Board of Directors may designate an Executive Vice
President as the chief operating officer of the corporation, in which event
references in the Bylaws to the President shall be regarded as references to
such Executive Vice President, as chief operating officer, except where a
contrary meaning is clearly required.
4.06. Shared Functions. Except in cases where the signing
and execution thereof is expressly delegated by the Board of Directors or these
Bylaws to some other officer or agent of the corporation, or is required by law
to be otherwise signed or executed, the Chairman of the Board and the President
shall each 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 a corporation's regular business, or which shall be
authorized by resolution of the Board of Directors (provided that in no case
shall the Chairman be empowered in place of the President to sign the
certificates for shares of stock of the corporation); and, except as otherwise
provided by law or the Board of Directors, they may authorize any Vice President
or other officer or agent of the corporation to sign, execute and acknowledge
such documents or instruments in their place and stead.
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4.07. Vice Presidents. In the absence of both the Chairman
of the Board and the President, or in the event of the death, inability or
refusal to act of both the Chairman of the Board and the President, or in the
event for any reason it shall be impracticable for either of them 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 Chairman of the Board, the President or the Board
of Directors. The execution of any instrument of the corporation by any Vice
President shall be conclusive evidence, as to third parties, of the Vice
President's authority to act in the stead of the President. Vice Presidents may,
by their election, have charge and supervision of designated divisions,
departments or units of the corporation's business.
4.08. Secretary. The Secretary shall: (a) keep (or cause to
be kept) regular minutes of all meetings of the shareholders, the Board of
Directors and any committees of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation, if any, and see that
the seal of the corporation, if any, is affixed to all documents which are
authorized to be executed on behalf of the corporation under its seal; (d) keep
or arrange for the keeping of a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time
to time may be delegated or assigned to him or her by the Chairman of the Board
or the President or by the Board of Directors.
4.09. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected by the corporation; and (c) in general perform all of the duties
incident to the office of Treasurer and have such other duties and exercise such
other authority as from time to
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time may be delegated or assigned to him or her by the Chairman of the Board or
the President or by the Board of Directors.
4.10. Assistants and Acting Officers. The Board of
Directors, the Chairman of the Board and the President shall have the power to
appoint any person to act as assistant to any officer, or as agent for the
corporation in the officer's 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, the Chairman of the Board or President shall have the power to
perform all the duties of the office to which that person is so appointed to be
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors, the Chairman
of the Board or the President.
4.11. Salaries. The salaries of the principal officers may
be fixed from time to time by the Board of Directors, and no officer shall be
prevented form receiving such salary by reason of the fact that such officer is
also a director of the corporation.
ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER
5.01. Certificates for Shares. All shares of this
corporation shall be represented by certificates. Certificates representing
shares of the corporation shall be in such form, consistent with law, as shall
be determined by the Board of Directors. At a minimum, a share certificate shall
state on its face the name of the corporation and that it is organized under the
laws of the State of Wisconsin, the name of the person to whom issued, and the
number and class of shares and the designation of the series, if any, that the
certificate represents. The front or back of the certificate also must contain
either (a) a summary of the designations, relative rights, preferences and
limitations applicable to each class, and the variations in the rights,
preferences and limitations determined for each series and the authority of the
Board of Directors to determine variations for future series, or (b) a
conspicuous statement that the corporation will furnish the shareholder the
information described in clause (a) on request, in writing and without charge.
Such certificates shall be signed, either manually or in facsimile, by the
President or a Vice President and by the Secretary or an Assistant Secretary.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have
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been surrendered and cancelled, except as provided in Section 5.05.
5.02. Signature by Former Officers. If an officer or
assistant officer, who has signed or whose facsimile signature has been placed
upon any certificate for shares, has ceased to be such officer or assistant
officer before such certificate is issued, the certificate may be issued by the
corporation with the same effect as if that person were still an officer or
assistant officer at the date of its issue.
5.03. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer, and unless the corporation
has established a procedure by which a beneficial owner of shares held by a
nominee is to be recognized by the corporation as the shareholder, 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. The corporation may require
reasonable assurance that all transfer endorsements are genuine and effective
and in compliance with all regulations prescribed by or under the authority of
the Board of Directors.
5.04. Restrictions on Transfer. The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of the
restrictions upon the transfer of such shares imposed by the Articles of
Incorporation of the corporation and any other restrictions imposed by any
agreement of which the corporation has written notice.
5.05. Lost, Destroyed or Stolen Certificates. Where the
owner claims that his or her certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if the
owner (a) so requests before the corporation has notice that such shares have
been acquired by a bona fide purchaser, and (b) if required by the corporation,
files with the corporation a sufficient indemnity bond or affidavit and
indemnity agreement, and (c) satisfies such other reasonable requirements as may
be prescribed by or under the authority of the Board of Directors.
5.06. Consideration for Shares. The shares of the
corporation may be issued for such consideration as shall be fixed from time to
time and determined to be adequate by the Board of Directors, but not less than
the par value thereof. The consideration may consist 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. When the corporation receives the consideration
for which the Board of Directors authorized the issuance of shares, such shares
shall be deemed to be fully paid and nonassessable by the corporation.
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5.07. Stock Regulations. The Board of Directors shall have
the power and authority to make all such rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation, including the appointment or designation of one or more stock
transfer agents and one or more registrars.
ARTICLE VI. WAIVER OF NOTICE
6.01. Shareholder Written Waiver. 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, shall contain the same information that would have been required in
the notice under the Wisconsin Business Corporation Law except that the time and
place of meeting need not be stated, and shall be delivered to the corporation
for inclusion in the corporate records.
6.02. Shareholder Waiver by Attendance. A shareholder's
attendance at a meeting, in person or by proxy, waives objection to both 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.
(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.
6.03. Director Written Waiver. A director may waive any
notice required by the Wisconsin Business Corporation Law the Articles of
Incorporation or the Bylaws before or after the date and time stated in the
notice. The waiver shall be in writing, signed by the director entitled to the
notice and retained by the corporation.
6.04. Director Waiver by Attendance. A director's
attendance at or participation in a meeting of the Board of Directors or any
committee thereof 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.
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ARTICLE VII. ACTION WITHOUT MEETINGS
7.01. Shareholder Action Without Meeting. Action required
or permitted by the Wisconsin Business Corporation Law to be taken at a
shareholders' meeting may be taken without a meeting by all shareholders
entitled to vote on the action. The action must be evidenced by one or more
written consents describing the action taken, signed by the shareholders
consenting thereto and delivered to the corporation for inclusion in its
corporate records. A consent hereunder has the effect of a meeting vote and may
be described as such in any document. The Wisconsin Business Corporation Law
requires that notice of the action be given to certain shareholders and
specifies the effective date thereof and the record date in respect thereto.
7.02. Director Action Without Meeting. Unless the Articles
of Incorporation provide otherwise, action required or permitted by the
Wisconsin Business Corporation Law to be taken at a Board of Directors meeting
or committee meeting may be taken without a meeting if the action is taken by
all members of the Board or committee. The action shall be evidenced by one or
more written consents describing the action taken signed by each director and
retained by the corporation. Action taken hereunder is effective when the last
director signs the consent, unless the consent specifies a different effective
date. A consent signed hereunder has the effect of a unanimous vote taken at a
meeting at which all directors or committee members were present, and may be
described as such in any document.
ARTICLE VIII. INDEMNIFICATION
8.01. Indemnification for Successful Defense. Within twenty
(20) days after receipt of a written request pursuant to Section 8.03, the
corporation shall indemnify a director or officer, to the extent he or she has
been successful on the merits or otherwise in the defense of a proceeding, for
all reasonable expenses incurred in the proceeding if the director or officer
was a party because he or she is a director or officer of the corporation.
8.02. Other Indemnification.
(a) In cases not included under Section 8.01,
the corporation shall indemnify a director or officer against
all liabilities and expenses incurred by the director or
officer in a proceeding to which the director or officer was a
party because he or she is a director or officer of the
corporation, unless liability was incurred because the
director or officer breached or failed to perform a duty he or
she owes to
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the corporation and the breach or failure to perform
constitutes any of the following:
(1) A willful failure to deal fairly
with the corporation or its shareholders in
connection with a matter in which the director or
officer has a material conflict of interest.
(2) A violation of criminal law, unless
the director or officer had reasonable cause to
believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct
was unlawful.
(3) A transaction from which the
director or officer derived an improper personal
profit.
(4) Willful misconduct.
(b) Determination of whether indemnification is
required under this Section shall be made pursuant to Section
8.05.
(c) The termination of a proceeding by judgment,
order, settlement or conviction, or upon a plea of no contest
or an equivalent plea, does not, by itself, create a
presumption that indemnification of the director or officer is
not required under this Section.
8.03. Written Request. A director or officer who seeks
indemnification under Sections 8.01 or 8.02 shall make a written request to
the corporation.
8.04. Nonduplication. The corporation shall not indemnify a
director or officer under Sections 8.01 or 8.02 if the director or officer has
previously received indemnification or allowance of expenses from any person,
including the corporation, in connection with the same proceeding. However, the
director or officer has no duty to look to any other person for indemnification.
8.05. Determination of Right to Indemnification.
(a) Unless otherwise provided by the Articles
of Incorporation or by written agreement between the director
or officer and the corporation, the director or officer
seeking indemnification under Section 8.02 shall select one of
the following means for determining his or her right to
indemnification:
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(1) By a majority vote of a quorum of
the Board of Directors consisting of directors not at
the time parties to the same or related proceedings.
If a quorum of disinterested directors cannot be
obtained, by majority vote of a committee duly
appointed by the Board of Directors and consisting
solely of two (2) or more directors who are not at
the time parties to the same or related proceedings.
Directors who are parties to the same or related
proceedings may participate in the designation of
members of the committee.
(2) By independent legal counsel
selected by a quorum of the Board of Directors or its
committee in the manner prescribed in sub. (1) or, if
unable to obtain such a quorum or committee, by a
majority vote of the full Board of Directors,
including directors who are parties to the same or
related proceedings.
(3) By a panel of three (3) arbitrators
consisting of one arbitrator selected by those
directors entitled under sub. (2) to select
independent legal counsel, one arbitrator selected by
the director or officer seeking indemnification and
one arbitrator selected by the two arbitrators
previously selected.
(4) By an affirmative vote of shares
represented at a meeting of Shareholders at which a
quorum of the voting group entitled to vote thereon
is present. Shares owned by, or voted under the
control of, persons who are at the time parties to
the same or related proceedings, whether as
plaintiffs or defendants or in any other capacity,
may not be voted in making the determination.
(5) By a court under Section 8.08.
(6) By any other method provided for in
any additional right to indemnification permitted
under Section 8.07.
(b) In any determination under (a), the burden
of proof is on the corporation to prove by clear and
convincing evidence that indemnification under Section 8.02
should not be allowed.
(c) A written determination as to a director's
or officer's indemnification under Section 8.02 shall be
submitted to both the corporation and the director or officer
within 60 days of the selection made under (a).
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(d) If it is determined that indemnification is
required under Section 8.02, the corporation shall pay all
liabilities and expenses not prohibited by Section 8.04 within
ten (10) days after receipt of the written determination under
(c). The corporation shall also pay all expenses incurred by
the director or officer in the determination process under
(a).
8.06. Advance of Expenses. Within ten (10) days after
receipt of a written request by a director or officer who is a party to a
proceeding, the corporation shall pay or reimburse his or her reasonable
expenses as incurred if the director or officer provides the corporation with
all of the following:
(1) A written affirmation of his or her
good faith belief that he or she has not breached or
failed to perform his or her duties to the
corporation.
(2) A written undertaking, executed
personally or on his or her behalf, to repay the
allowance to the extent that it is ultimately
determined under Section 8.05 that indemnification
under Section 8.02 is not required and that
indemnification is not ordered by a court under
Section 8.08(b)(2). The undertaking under this
subsection shall be an unlimited general obligation
of the director or officer and may be accepted
without reference to his or her ability to repay the
allowance. The undertaking may be secured or
unsecured.
8.07. Nonexclusivity.
(a) Except as provided in (b), Sections 8.01,
8.02 and 8.06 do not preclude any additional right to
indemnification or allowance of expenses that a director or
officer may have under any of the following:
(1) The Articles of Incorporation.
(2) A written agreement between the
director or officer and the corporation.
(3) A resolution of the Board of
Directors.
(4) A resolution, after notice, adopted
by a majority vote of all of the corporation's voting
shares then issued and outstanding.
(b) Regardless of the existence of an additional
right under (a), the corporation shall not indemnify a
director or officer, or permit a director or officer to
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retain any allowance of expenses unless it is determined by or
on behalf of the corporation that the director or officer did
not breach or fail to perform a duty he or she owes to the
corporation which constitutes conduct under Section
8.02(a)(l), (2), (3) or (4). A director or officer who is a
party to the same or related proceeding for which
indemnification or an allowance of expenses is sought may not
participate in a determination under this subsection.
(c) Sections 8.01 to 8.13 do not affect the
corporation's power to pay or reimburse expenses incurred by a
director or officer in any of the following circumstances.
(1) As a witness in a proceeding to
which he or she is not a party.
(2) As a plaintiff or petitioner in a
proceeding because he or she is or was an employee,
agent, director or officer of the corporation.
8.08. Court-Ordered Indemnification.
(a) Except as provided otherwise by written
agreement between the director or officer and the corporation,
a director or officer who is a party to a proceeding may apply
for indemnification to the court conducting the proceeding or
to another court of competent jurisdiction. Application shall
be made for an initial determination by the court under
Section 8.05(a)(5) or for review by the court of an adverse
determination under Section 8.05(a) (1), (2), (3), (4) or (6).
After receipt of an application, the court shall give any
notice it considers necessary.
(b) The court shall order indemnification if it
determines any of the following:
(1) That the director or officer is
entitled to indemnification under Sections 8.01 or
8.02.
(2) That the director or officer is
fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, regardless of
whether indemnification is required under Section
8.02.
(c) If the court determines under (b) that the
director or officer is entitled to indemnification, the
corporation shall pay the director's or officer's expenses
incurred to obtain the court-ordered indemnification.
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8.09. Indemnification and Allowance of Expenses of
Employees and Agents. The corporation shall indemnify an employee of the
corporation who is not a director or officer of the corporation, to the extent
that he or she 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 was an employee of the corporation. In
addition, the corporation may indemnify and allow reasonable expenses of an
employee or agent who is not a director or officer of the corporation to the
extent provided by the Articles of Incorporation or these Bylaws, by general or
specific action of the Board of Directors or by contract.
8.10. Insurance. The corporation may purchase and maintain
insurance on behalf of an individual who is an employee, agent, director or
officer of the corporation against liability asserted against or incurred by the
individual in his or her capacity as an employee, agent, director or officer,
regardless of whether the corporation is required or authorized to indemnify or
allow expenses to the individual against the same liability under Sections 8.01,
8.02, 8.06, 8.07 and 8.09.
8.11. Securities Law Claims.
(a) Pursuant to the public policy of the State
of Wisconsin, the corporation shall provide indemnification
and allowance of expenses and may insure for any liability
incurred in connection with a proceeding involving securities
regulation described under (b) to the extent required or
permitted under Sections 8.01 to 8.10.
(b) Sections 8.01 to 8.10 apply, to the extent
applicable to any other proceeding, to any proceeding
involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities,
securities brokers or dealers, or investment companies or
investment advisers.
8.12. Liberal Construction. In order for the corporation
to obtain and retain qualified directors, officers and employees, the foregoing
provisions shall be liberally administered in order to afford maximum
indemnification of directors, officers and, where Section 8.09 of these Bylaws
applies, employees. The indemnification above provided for shall be granted in
all applicable cases unless to do so would clearly contravene law, controlling
precedent or public policy.
8.13. Definitions Applicable to this Article. For purposes
of this Article:
(a) "Affiliate" shall include, without
limitation, any corporation, partnership, joint venture,
employee benefit plan, trust or other
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enterprise that directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under
common control with, the corporation.
(b) "Corporation" means this corporation and any
domestic or foreign predecessor of this corporation where the
predecessor corporation's existence ceased upon the
consummation of a merger or other transaction.
(c) "Director or officer" means any of the
following:
(1) An individual who is or was a
director or officer of this corporation.
(2) An individual who, while a director
or officer of this corporation, is or was serving at
the corporation's request as a director, officer,
partner, trustee, member of any governing or
decision-making committee, employee or agent of
another corporation or foreign corporation,
partnership, joint venture, trust or other
enterprise.
(3) An individual who, while a director
or officer of this corporation, is or was serving an
employee benefit plan because his or her duties to
the corporation also impose duties on, or otherwise
involve services by, the person to the plan or to
participants in or beneficiaries of the plan.
(4) Unless the context requires
otherwise, the estate or personal representative of a
director or officer.
For purposes of this Article, it shall be conclusively
presumed that any director or officer serving as a director,
officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of an affiliate
shall be so serving at the request of the corporation.
(d) "Expenses" include fees, costs, charges,
disbursements, attorney fees and other expenses incurred in
connection with a proceeding.
(e) "Liability" includes the obligation to pay a
judgment, settlement, penalty, assessment, forfeiture or fine,
including an excise tax assessed with respect to an employee
benefit plan, and reasonable expenses.
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(f) "Party" includes an individual who was or
is, or who is threatened to be made, a named defendant or
respondent in a proceeding.
(g) "Proceeding" means any threatened, pending
or completed civil, criminal, administrative or investigative
action, suit, arbitration or other proceeding, whether formal
or informal, which involves foreign, federal, state or local
law and which is brought by or in the right of the corporation
or by any other person.
ARTICLE IX. CONTRACTS, LOANS, CHECKS AND DEPOSITS
9.01. Contracts; Director Conflict of Interest. 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.
Any contract or other transaction between the corporation and
one or more of its directors, or between the corporation and any entity of which
one or more of its directors are members or employees or in which one or more of
its directors are interested, or between the corporation and any corporation or
association of which one or more of its directors are shareholders, members,
directors, officers or employees or in which one or more of its directors are
interested, shall not be voidable by the corporation solely because of the
director's interest, whether direct or indirect, in the transaction if:
(a) The material facts of the transaction and
the director's interest were disclosed or known to the Board
of Directors or a committee of the Board of Directors, and a
majority of disinterested members of the Board of Directors or
committee authorized, approved, or specifically ratified the
transaction; or
(b) The material, facts of the transaction and
the director's interest were disclosed or known to the
shareholders entitled to vote, and a majority of the shares
held by disinterested shareholders authorized, approved, or
specifically ratified the transaction; or
(c) The transaction was fair to the corporation.
For purposes of this Section 9.01, a majority of directors having no direct or
indirect interest in the transaction shall constitute a quorum of the Board or a
committee of the Board acting on the matter, and a majority of the shares
entitled to Vote on the matter, whether or not present, and other than those
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owned by or under the control of a director having a direct or indirect interest
in the transaction, shall constitute a quorum of the shareholders for the
purpose of acting on the matter.
9.02. 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.
9.03. 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(s), employee(s)
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.
9.04. 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.
ARTICLE X. MISCELLANEOUS
10.01. Corporate Seal. The Board of Directors may provide a
corporate seal which may be circular in form and have inscribed thereon the name
of the corporation and the state of incorporation and the words "Corporate
Seal."
10.02. Fiscal Year. The fiscal year of the corporation shall
begin on the first day of April and end on the last day of March in each year.
ARTICLE XI. AMENDMENTS
11.01. By Shareholders. These Bylaws may be amended or
repealed and new Bylaws may be adopted by the shareholders by the vote provided
in Section 2.07 of these Bylaws or as specifically provided below. The
shareholders may adopt or amend a Bylaw that fixes a greater or lower quorum
requirement or a greater voting requirement for shareholders or voting groups of
shareholders than otherwise is provided in the Wisconsin Business Corporation
Law. The adoption or amendment of a Bylaw that adds, changes or deletes a
greater or lower quorum requirement or a greater voting requirement for
shareholders must meet the same quorum requirement and be adopted by the same
vote and voting
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groups required to take action under the quorum and voting requirement then in
effect.
11.02. By Directors. Except as the Articles of Incorporation
may otherwise provide, these Bylaws may also be amended or repealed and new
Bylaws may be adopted by the Board of Directors by the vote provided in Section
3.08, but (a) no Bylaw adopted by the shareholders shall be amended, repealed or
readopted by the Board of Directors if the Bylaw so adopted so provides and (b)
a Bylaw adopted or amended by the shareholders that fixes a greater or lower
quorum requirement or a greater voting requirement for the Board of Directors
than otherwise is provided in the Wisconsin Business Corporation Law may not be
amended or repealed by the Board of Directors unless the Bylaw expressly
provides that it may be amended or repealed by a specified vote of the Board of
Directors. Action by the Board of Directors to adopt or amend a Bylaw that
changes the quorum or voting requirement for the Board of Directors must meet
the same quorum requirement and be adopted by the same vote required to take
action under the quorum and voting requirement then in effect, unless a
different voting requirement is specified as provided by the preceding sentence.
A Bylaw that fixes a greater or lower quorum requirement or a greater voting
requirement for shareholders or voting groups of shareholders than otherwise is
provided in the Wisconsin Business Corporation Law may not be adopted, amended
or repealed by the Board of Directors.
11.03. 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 is taken or authorized by a vote that would be
sufficient 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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