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Exhibit 3.14
Exhibit C
BY-LAWS
OF
DELTA TRANSPORTATION, LTD.
ARTICLE I.
OFFICES
1.1) Registered Office. The registered office of the corporation required
by Chapter 180, Wisconsin Statutes, to be maintained in the State of Wisconsin
is as provided and designated in the Articles of Incorporation. The Board of
Directors of the corporation may, from time to time, change the location of the
registered office. On or before the day that such change is to become effective,
a statement of such change and of location and post office address of the new
registered office shall be filed with the Secretary of State of the State of
Wisconsin.
1.2) Other Offices. The corporation may establish and maintain such other
offices, within or without the State of Wisconsin, as are from time to time
authorized by the Board of Directors.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
2.1) The annual meeting of the shareholders of the Corporation shall be
held at the principal office of the Corporation on the third Wednesday of July
beginning with the year 1983, or at such other place, within or without the
State of Wisconsin, or at such other time as shall be designated by the Board of
Directors, or by written consent of all the shareholders entitled to vote
thereat. At the annual meeting, the shareholders shall elect Directors and shall
transact such other business as shall properly come before the meeting. If for
any reason the annual meeting is not held or the Directors are not elected
thereat, Directors may be elected at a special meeting held for that purpose,
and it shall be the duty of the chief executive officer or secretary, upon
demand of any shareholder entitled to vote, to call such special meeting.
2.2) Special Meetings. Special meetings of the shareholders entitled to
vote shall be called by the Secretary at any time upon request by the chief
executive officer or the Board of Directors (acting upon majority vote), or upon
request by shareholders holding ten percent (10%) or more of the voting power of
the Corporation's Capital Stock.
EXHIBIT A
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2.3) Notice of Meetings. There shall be mailed to each shareholder entitled
to vote, at his address as shown by the books of the Corporation, a notice
setting out the place, date and hour of the annual meeting or any special
meeting, which notice shall be mailed at least ten (10) days prior to the date
of the meeting; provided, that notice of a meeting at which an agreement or
merger or consolidation is to be considered shall be mailed to all shareholders
of record, whether or not entitled to vote, at least two (2) weeks prior to the
date of the meeting. Notice of any special meeting shall state the purpose or
purposes of the proposed meeting, and the business transacted at all special
meetings shall be confined to the purposes stated in the notice. Attendance at a
meeting by any shareholder, without objection in writing by him, shall
constitute his waiver of notice of the meeting.
2.4) Quorum and Adjourned Meetings. The holders of a majority of all shares
of Capital Stock outstanding and entitled to vote, represented either in person
or by proxy, shall constitute a quorum for the transaction of business at any
annual or special meeting of the shareholders. In case a quorum is not present
at any meeting, those shareholders present shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until the requisite number of voting shares of the Corporation's
Capital Stock shall be represented. At such adjourned meetings at which the
required amount of voting shares of the Corporation's Capital Stock shall be
represented, any business may be transacted which might have been transacted at
the original meeting.
2.5) Voting. At each meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy duly appointed
by an instrument in writing subscribed by such shareholder. Each shareholder
shall have one (1) vote for each share of the Corporation's Capital Stock having
voting power standing in his name on the books of the Corporation. Upon the
demand of any shareholder, the vote for Directors or the vote upon any question
before the meeting shall be by written ballot. All elections shall be determined
and all questions decided by a majority vote of the number of shares of the
Corporation's Capital Stock entitled to vote and represented at any meeting at
which there is a quorum except in such cases as shall otherwise be required by
statute, the Articles of Incorporation or these By-Laws. Directors shall be
elected by a plurality of the votes cast by holders of the shares of the
Corporation's Capital Stock entitled to vote thereon.
2.6) Proxy. Shareholders of this Corporation may vote by proxy at any
shareholders' meeting and each shareholder shall be entitled to one (1) vote for
each share of voting capital stock outstanding in his name upon the records of
the Corporation at the time of the closing of the transfer books for said
meeting. All proxies shall be in writing signed by the shareholder or by his
duly authorized attorney in fact. Such proxies shall be
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filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
2.7) Record Date. The Board of Directors may fix a time, not exceeding
sixty (60) days preceding the date of any meeting of shareholders, as a record
date for the determination of the shareholders entitled to notice of and to vote
at such meeting, notwithstanding any transfer of any shares on the books of the
Corporation after any record date so fixed. The Board of Directors may close the
books of the Corporation against transfer of shares during the whole or any part
of such period. In the absence of action by the Board, only shareholders of
record fifty-five (55) days prior to a meeting may vote at such meeting.
2.8) Shareholder List. The officer or agent having charge of the stock
transfer books for the shares of Capital Stock of the Corporation shall make, at
least ten (10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of five (5) days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the meeting and shall
be open to the inspection of any shareholder during the time of the meeting. The
original stock transfer books of the corporation shall be prima facie evidence
of the shareholders entitled to examine such list or transfer books or to vote
at any meeting of the shareholders. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at any meeting of
the shareholders.
2.9) Voting by Certain Shareholders. Shares outstanding in the name of
another corporation may be voted by its chief executive officer or by proxy
appointed by him, unless some other person, by resolution of its Board of
Directors, shall be appointed to vote such shares, in which case such person
shall be entitled to vote said shares by producing a certified copy of such
resolution.
Shares of this Corporation's Capital Stock held by an administrator,
executor, guardian, conservator, receiver or assignee for creditors may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name provided that there is filed with the Secretary before or at the time of
the meeting proper evidence of his incumbency and the number of shares held.
Shares standing in the name of a fiduciary may be voted by him, either in person
or by proxy.
A shareholder whose shares of Capital Stock are pledged shall be entitled
to vote such shares until the shares have been
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transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
Shares of the Corporation's Capital Stock owned by the Corporation or held
by it in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares of Capital Stock entitled to vote at any given time.
2.10) Organization. The chief executive officer, and in his absence, any
shareholder chosen by the shareholders present, shall call the meetings of the
shareholders to order and shall act as Chairman of such meetings and the
Secretary of the Corporation shall act as Secretary of all meetings of the
shareholders, but in the absence of the Secretary, and in her absence, the
presiding officer may appoint any shareholder to act as Secretary of the
meeting.
2.11) Order of Business. The suggested order of business at the annual
meeting and, to the extent appropriate, at all other meetings of the
shareholders shall, unless modified by the presiding Chairman, be:
(a) Call of roll.
(b) Proof of due notice of meeting or waiver of notice.
(c) Determination of existence of quorum.
(d) Reading and disposal of any unapproved minutes.
(e) Annual reports of officers and committees.
(f) Election of Directors.
(g) Unfinished business.
(h) New business.
(i) Adjournment.
ARTICLE III.
DIRECTORS
3.1) General Powers. The business and affairs of the Corporation shall be
managed by the Board of Directors, except as otherwise provided by Chapter 180,
Wisconsin Statutes.
3.2) Number, Term and Qualifications. The number of Directors shall be
determined (but at not less than one) by the shareholders at each annual
meeting; provided, that between annual meetings the authorized number of
Directors may be increased by the shareholders or by the Board of Directors or
decreased by the shareholders. Directors need not be shareholders. Each Director
at each annual meeting of shareholders shall be elected for a term of one (1)
year and shall hold office until his successor is elected and qualified, or
until his resignation or removal as provided by law.
3.3) Vacancies. Vacancies on the Board of Directors shall be filled by the
remaining members of the Board, though less than a quorum; provided that newly
created directorships resulting
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from an increase in the authorized number of Directors shall be filled by two-
thirds (2/3) of the Directors serving at the time of such increase. Persons
elected by the shareholders, who may make such election at their next annual
meeting or at any special meeting duly called for that purpose.
3.4) Quorum. A majority of the entire Board of Directors shall constitute a
quorum for the transaction of business except that when a vacancy or vacancies
exist, a majority of the remaining Directors (provided such majority consists of
not less than the lesser of (i) the then authorized number of directors; or (ii)
two directors shall constitute a quorum.
3.5) First Meeting. As soon as practicable after each annual election of
Directors, the Board of Directors shall meet for the purpose of organization,
electing or appointing officers of the Corporation, and transaction of other
business, at the place where the shareholders' meeting is held or at the place
where regular meetings of the Board of Directors are held. No notice of such
meeting need be given. Such first meeting may be held at any other time and
place specified in a notice given as hereinafter provided for special meetings
or in a waiver of notice signed by all the Directors.
3.6) Regular Meetings. Regular meetings of the Board of Directors shall be
held from time to time at such time and place as may from time to time be fixed
by resolution adopted by a majority of the entire Board of Directors. No notice
need be given of any regular meeting.
3.7) Special Meetings. Special meetings of the Board of Directors may be
held at such time and place as may be designated in the notice or the waiver of
notice of the meeting. Special meetings of the Board of Directors may be called
by the chief executive officer or by any one (1) Director. Unless notice shall
be waived by all Directors, notice of such special meeting (including a
statement of the purposes thereof) shall be given to each Director at least
twenty-four (24) hours in advance of the meeting if oral or two (2) days in
advance of the meeting if notice is given by mail, telegraph or other written
communication; provided, however, that meetings may be held without waiver of
notice from or giving notice to any director while he is in the Armed Forces of
the United States or outside the continental limits of the United States.
Attendance at a meeting by any Director, without objection in writing by him,
shall constitute a waiver of notice of such meeting.
3.8) Compensation. Directors shall receive such compensation as shall be
determined from time to time by resolution of the Board of Directors. All
Directors shall be reimbursed for travel and other expenses that they incur in
attending meetings of the Board of Directors. Nothing herein shall be construed
to preclude any Director from serving the
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Corporation in any other capacity and from receiving proper compensation
therefor.
3.9) Executive Committee. The Board of Directors may;, by unanimous vote,
designate one or more of its members to constitute an Executive Committee,
which, to the extent determined by unanimous affirmative vote, shall have and
exercise the authority of the Board of Directors in the management of the
business of the Corporation. Any such Executive Committee shall act only in the
interval between meetings of the Board of Directors and shall be subject at all
times to the control and direction of the Board of Directors.
3.10) Presumption of Assent. A Director of the Corporation who is 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 his dissent shall be entered in the minutes of the meeting or
unless he shall his written dissent to such action with the Secretary of the
meeting before the adjournment thereof or unless such dissent is sent by
registered mail to the Secretary of the Corporation within five (5) days after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
3.11) Organization. Any Director chosen by the Directors present shall call
the meetings of the Board of Directors to order and shall act as Chairman of
such meeting and the Secretary of the Corporation shall act as Secretary at all
meetings of the Board of Directors but in the absence of the Secretary, the
presiding officer shall appoint any Director to act as Secretary of the meeting.
3.12) Order of Business. The suggested order of business at any meeting of
the Board of Directors shall, to the extent appropriate and unless modified by
the presiding Chairman be:
(a) Roll call.
(b) Proof of due notice of meeting or waiver of notice, or unanimous
presence and declaration by President.
(c) Determination of existence of quorum.
(d) Reading and disposal of any unapproved minutes.
(e) Reports of officers and committees.
(f) Election of officers.
(g) Unfinished business.
(h) New business.
(i) Adjournment.
3.13) Action Without Meeting. In compliance with Chapter 180, Wisconsin
Statutes, an action required or permitted to be taken at a board meeting may be
taken by written action signed by all of the Directors unless the action need
not be approved by the shareholders and the articles so provide, in which case,
the action may be taken by written action signed by the number of
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directors that would be required to take the same action at a meeting of the
board at which all Directors were present. The written action is effective when
signed by the required number of Directors, unless a different effective time is
provided in the written action. When written action is permitted to be taken by
less than all Directors, all Directors shall be notified immediately of its text
and effective date. Failure to provide the notice does not invalidate the
written action. A director who does not sign or consent to the written action
has no liability for the action or actions taken thereby.
3.14) Electronic Communications.
(a) A conference among Directors by any means of communication through
which the Directors may simultaneously hear each other during the
conference constitutes a board meeting, if the same notice is given of
the conference as would be required by these by-laws for a meeting,
and if the number of Directors participating in the conference would
be sufficient to constitute a quorum at a meeting. Participation in a
meeting by that means constitutes presence in person at the meeting.
(b) A director may participate in a board meeting not described in
paragraph (a) by any means of communication through which the
director, other directors so participating, and all directors
physically present at the meeting may simultaneously hear each other
during the meeting. Participation in a meeting by that means
constitutes presence in person at the meeting.
ARTICLE IV.
OFFICERS
4.1) Number and Designation. The Board of Directors shall elect one or more
natural persons exercising the functions of the offices of chief executive
officer and chief financial officer, a secretary, and such other offices or
agents as the Board of Directors deems necessary for the operation and
management of the Corporation.
4.2) Election, Term of Office and Qualifications. At each annual meeting of
the Board of Directors, the Board shall elect the officers provided for in
Section 4.1 and such officers shall hold office until the next annual meeting of
the Board of Directors or until their successors are elected or appointed and
qualify; provided, however, that any officer may be removed with or without
cause by the affirmative vote of a majority of the Board of Directors at a duly
convened meeting (without prejudice, however, to any contract rights of such
officer).
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4.3) Resignation. Any officer may resign at any time by giving written
notice to the Board of Directors or to the chief executive officer or secretary.
The resignation shall take effect at the same time specified in the notice and,
unless otherwise specified therein, acceptance of the resignation shall not be
necessary to make it effective.
4.4) Vacancies in Office. If there be a vacancy in any office of the
Corporation, by reason of death, resignation, removal or otherwise, such vacancy
shall be filled for the unexpired term by the Board of Directors at any regular
or special meeting.
4.5) Chief Executive Officer. The chief executive officer shall:
(a) Have general active management of the business of the corporation;
(b) When present, preside at all meetings of the board and of the
shareholders;
(c) See that all orders and resolutions of the board are carried into
effect;
(d) Sign and deliver in the name of the corporation any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of
the corporation, except in cases in which the authority to sign and
deliver is required by law to be exercised by another person or is
expressly delegated by the articles or by-laws or by the board to some
other officer or agent of the corporation;
(e) Maintain records of and, whenever necessary, certify all proceedings
of the board and the shareholders; and
(f) Perform other duties prescribed by the board.
4.6) Chief Financial Officer. The chief financial officer shall:
(a) Keep accurate financial records for the corporation;
(b) Deposit all money, drafts and checks in the name of and to the credit
of the corporation in the banks and depositories designated by the
board.
(c) Endorse for deposit all notes, checks and drafts received by the
corporation as ordered by the board, making proper vouchers therefor;
(d) Disburse corporate funds and issue checks and drafts in the name of
the corporation, as ordered by the board;
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(e) Render to the chief executive officer and the board, whenever
requested, an account of all transactions by the chief financial
officer and of the financial condition of the corporation; and
(f) Perform other duties prescribed by the board or by the chief executive
officer.
4.7) Secretary. The Secretary shall be Secretary of and shall attend all
meetings of the shareholders and Board of Directors. He shall act as clerk
thereof and shall record all the proceedings of such meetings in the minute book
of the Corporation. He shall give proper notice of meetings of shareholders and
Directors. He, with the chief executive officer, shall sign all certificates
representing shares of the Capital Stock of the Corporation and shall perform
the duties usually incident to his office and such other duties as may be
prescribed by the Board of Directors from time to time.
4.8) Other Officers. The board may elect or appoint, in a manner set forth
in the articles or by-laws or in a resolution approved by the affirmative vote
of a majority of the directors present, any other officers or agents the board
deems necessary for the operation and management of the corporation, each of
whom shall have the powers, rights, duties, responsibilities, and terms in
office provided for in the articles or by-laws or determined by the board.
ARTICLE V.
5.1) Indemnification of Certain Persons. Unless prohibited or limited by
the Board of Directors pursuant to Chapter 180, Wisconsin Statutes, the
Corporation shall indemnify a person made or threatened to be made a part to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, in
compliance with, and under the terms and conditions of Chapter 180, Wisconsin
Statutes.
5.2) Insurance. The corporation may purchase and maintain insurance on
behalf of a person in that person's official capacity against any liability
asserted against and incurred by the person in or arising from that capacity,
whether or not the corporation would have been required to indemnify the person
against the liability under the provisions of this ARTICLE V.
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ARTICLE VI.
SHARES AND THEIR TRANSFER
6.1) Certificate of Stock. Every owner of Capital Stock of the Corporation
shall be entitled to a certificate, in such form as the Board of Directors may
prescribe, certifying the number of shares of Capital Stock of the Corporation
owned by him. The certificates shall be numbered (separately for each class) in
the order in which they shall be issued and shall be signed in the name of the
Corporation by the chief executive officer or a vice president, and by the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation. Certificates on which a facsimile
signature of a former officer appears may be issued with the same effect as if
he were such officer on the date of issue.
6.2) Stock Record. As used in these By-Laws, the term "shareholder" shall
mean the person, firm or corporation in whose name outstanding shares of capital
stock of the Corporation are currently registered on the stock record books of
the Corporation. A record shall be kept of the name of the person, firm or
corporation owning the Capital Stock represented by such certificates
respectively, the respective dates thereof and, in the case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled (except as provided for
in Section 6.4 of this ARTICLE VI).
6.3) Transfer of Shares. Transfer of shares of Capital Stock on the stock
record books of the Corporation may be authorized only by the shareholder named
in the certificate (or his legal representative or duly authorized attorney-in-
fact) and upon surrender for cancellation of the certificate or certificates for
such shares of Capital Stock. The shareholder in whose name shares of Capital
Stock stand on the stock record books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; provided, that when
any transfer of shares of Capital Stock shall be made as collateral security and
not absolutely, such fact, if known to the Secretary of the Corporation or to
the transfer agent, shall be so expressed in the entry of transfer.
6.4) Lost Certificate. Any shareholder claiming a certificate of stock to
be lost or destroyed shall make an affidavit or affirmation of that fact in such
form as the Board of Directors may require, and shall, if the Directors so
require, give the Corporation a bond of indemnity in a form and with one
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or more sureties satisfactory to the Board of Directors of at least double the
value, as determined by such certificate in order to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
destruction of such certificate, whereupon a new certificate may be issued in
the same tenor and for the same number of shares of Capital Stock as the one
alleged to have been destroyed or lost.
6.5) Treasury Stock. Treasury Stock shall be held by the Corporation
subject to disposal by the Board of Directors in accordance with the Articles of
Incorporation and these by-laws, and shall not have voting rights or participate
in dividends.
6.6) Inspection of Books by Shareholders. Shareholders shall be permitted
to inspect the books of the Corporation for a proper purpose at all reasonable
times.
6.7) Consideration. When Capital Stock without par value is issued by this
Corporation, it may be issued from time to time for such consideration of money,
labor or property estimated at market value as may be fixed from time to time by
the Board of Directors.
6.8) Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the federal securities laws, rules and regulations or the statutes of the State
of Wisconsin as they may deem expedient concerning the issue, transfer and
registration of certificates representing shares of Capital Stock of the
Corporation.
ARTICLE VII.
GENERAL PROVISIONS
7.1) Distributions. Subject to the provisions of the Articles of
Incorporation, these by-laws or any applicable contract, the Board of Directors
may authorize, and this Corporation may make, a distribution only if the
Corporation is able to pay its debts in the ordinary course of business after
making the distribution, as defined in Chapter 180, Wisconsin Statutes.
7.2) Surplus and Reserves. Subject to the provisions of the Articles of
Incorporation and of these by-laws, the Board of Directors, in its discretion,
may use and apply any of the net earnings or net assets of the Corporation
available for such purpose to purchase or acquire any of the shares of the
capital stock of the Corporation in accordance with law, or any of its bonds,
debentures, notes, script or other securities or evidences of indebtedness, or
from time to time may set aside from its net assets or net earnings such sums as
it, in its absolute discretion, may think proper as a reserve fund to meet
contingencies, for the purpose of maintaining or increasing the
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property of business of the Corporation, or for any other purpose it may; think
conducive to the bests interests of the Corporation.
7.3) Fiscal Year. The fiscal year of the Corporation shall be established
by the Board of Directors.
7.4) Audit of Books and Accounts. The books and accounts of the Corporation
shall be audited at such times as may be ordered by the Board of Directors.
7.5) Seal. The Corporation shall have no corporate seal.
ARTICLE VIII.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
8.1) Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.
8.2) Loans. No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by or
under the authority of a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.
8.3) Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
or under the authority or resolution of the Board of Directors.
8.4) Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as may be selected by or under the
authority of the Board of Directors.
ARTICLE IX.
CALL AND PAYMENT OF SUBSCRIPTIONS
9.1) Calls. The Board of Directors may call the subscriptions to the
capital stock of this Corporation in such proportion and at such time as they
shall deem proper by giving not less than ten (10) days notice by registered
mail or personal service to each shareholder of the time and place where payment
may be made, the terms of payment and the amount due from the shareholder so
notified.
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9.2) Payment. When any unpaid portion of subscriptions to the Capital Stock
of the Corporation are called and declared due by resolution of the Board of
Directors, the same shall be payable within ten (10) days after the shareholder
receives notice of the demand for payment. Unpaid subscriptions shall bear
simple interest at the rate set by the Board of Directors, but in no event
greater than that allowed by law.
ARTICLE X.
WAIVER OF NOTICE AND UNANIMOUS CONSENT
10.1) Waiver of Notice. Whenever any notice whatsoever is required to be
given by these By-Laws, the Articles of Incorporation or any of the laws of the
State of Wisconsin, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before, at or after the time stated therein,
shall be deemed equivalent to the actual required notice.
10.2) Authorization Without Meeting. Any action of the shareholders, the
Board of Directors, or any lawfully constituted Executive Committee of the
Corporation which may be taken at a meeting thereof, may be taken without a
meeting if authorized by a writing signed by all of the holders of shares of
Capital Stock of the Corporation who would be entitled to notice of a meeting
for such purpose, by all of the Directors, or by all of the members such
Executive Committee, as the case may be.
ARTICLE XI.
AMENDMENTS OF BY-LAWS
11.1) Amendments. These By-Laws may be altered, amended, added to or
repealed by the affirmative vote of the majority of the members of the Board of
Directors or at any special meeting of the Board of Directors called for that
purpose, subject to the power of the shareholders to change or repeal such By-
Laws and subject to any other limitations provided by Chapter 180, Wisconsin
Statutes, provided, however, that after the date hereof the Board of Directors
shall not adopt, amend or repeal a by-law fixing a quorum for meetings of
shareholders, prescribing procedures for remaining directors or filling
vacancies in the Board of Directors, or fixing the number of directors or their
classifications, qualifications, or terms of office, but may adopt or amend a
by-law to increase the number of Directors.
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