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EXHIBIT 3.8
BY-LAWS
OF
GPPW, INC.
(A WISCONSIN CORPORATION)
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BY-LAWS
OF
GPPW, INC.
(A WISCONSIN CORPORATION)
Introduction - Variable References
0.01 Date of annual shareholders' meeting (See Section 2.01):
10:00 a.m. second Tuesday April each year
(HOUR) (DAY) (MONTH) (FIRST YEAR)
0.02 Required notice of shareholders' meeting (See Section
2.04): not less than ten (10) days.
0.03 Authorized number of Directors (See Section 3.01): one
(1).
0.04 Required notice of Directors' meeting (See Section 3.05):
not less than one (1) hour, but not less than two (2)
days if given by mail.
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TABLE OF CONTENTS
ARTICLE I. OFFICES
1.01 Principal and Business Offices................................................................ 1
1.02 Registered Office............................................................................. 1
ARTICLE II. SHAREHOLDERS
2.01 Annual Meeting................................................................................ 1
2.02 Special Meeting............................................................................... 1
2.03 Place of Meeting.............................................................................. 1
2.04 Notice of Meeting............................................................................. 2
2.05 Fixing of Record Date......................................................................... 2
2.06 Voting Record................................................................................. 3
2.07 Quorum and Voting Requirements; Postponements;
Adjournments.................................................................................. 3
2.08 Conduct of Meetings........................................................................... 5
2.09 Proxies....................................................................................... 5
2.10 Voting of Shares.............................................................................. 5
2.11 Voting of Shares by Certain Holders........................................................... 5
(a) Other Corporations................................................................... 5
(b) Legal Representatives and Fiduciaries................................................ 5
(c) Pledgees............................................................................. 6
(d) Treasury Stock and Subsidiaries...................................................... 6
(e) Minors............................................................................... 6
(f) Incompetents and Spendthrifts........................................................ 6
(g) Joint Tenants........................................................................ 7
2.12 Waiver of Notice by Shareholders.............................................................. 7
2.13 Unanimous Consent Without Meeting............................................................. 7
2.13 Majority Consent Without Meeting.............................................................. 7
ARTICLE III. BOARD OF DIRECTORS
3.01 General Powers and Number..................................................................... 8
3.02 Tenure and Qualifications..................................................................... 8
3.03 Regular Meetings.............................................................................. 8
3.04 Special Meetings.............................................................................. 8
3.05 Notice; Waiver................................................................................ 9
3.06 Quorum........................................................................................ 9
3.07 Manner of Acting.............................................................................. 10
3.08 Conduct of Meetings........................................................................... 10
3.09 Vacancies..................................................................................... 10
3.10 Compensation.................................................................................. 10
3.11 Presumption of Assent......................................................................... 10
3.12 Committees.................................................................................... 11
3.13 Unanimous Consent Without Meeting............................................................. 11
(i)
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3.14 Meetings By Telephone Or By Other Communication
Technology.................................................................................... 11
ARTICLE IV. OFFICERS
4.01 Number........................................................................................ 12
4.02 Election and Term of Office................................................................... 12
4.03 Removal....................................................................................... 12
4.04 Vacancies..................................................................................... 12
4.05 Chairman of the Board......................................................................... 12
4.06 President..................................................................................... 12
4.07 The Executive Vice President.................................................................. 13
4.08 The Vice Presidents........................................................................... 13
4.09 The Secretary................................................................................. 13
4.10 The Treasurer................................................................................. 14
4.11 Assistant Secretaries and Assistant Treasurers................................................ 14
4.12 Other Assistants and Acting Officers.......................................................... 14
4.13 Salaries...................................................................................... 14
ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS
5.01 Conflict of Interest Transactions............................................................. 15
5.02 Contracts..................................................................................... 15
5.03 Loans......................................................................................... 15
5.04 Checks, Drafts, etc........................................................................... 15
5.05 Deposits...................................................................................... 15
5.06 Voting of Securities Owned by this Corporation................................................ 15
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01 Certificates for Shares....................................................................... 16
6.02 Facsimile Signatures.......................................................................... 16
6.03 Signature by Former Officers.................................................................. 16
6.04 Transfer of Shares............................................................................ 16
6.05 Restrictions on Transfer...................................................................... 17
6.06 Lost, Destroyed or Stolen Certificates........................................................ 17
6.07 Consideration for Shares...................................................................... 17
6.08 Stock Regulations............................................................................. 17
ARTICLE VII. INDEMNIFICATION
7.01 Indemnification for Successful Defense........................................................ 18
7.02 Other Indemnification......................................................................... 18
7.03 Allowance of Expenses......................................................................... 18
ARTICLE VIII. SEAL
ARTICLE IX. AMENDMENTS
(ii)
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9.01 By Shareholders............................................................................... 19
9.02 By Directors.................................................................................. 19
9.03 Implied Amendments............................................................................ 19
(iii)
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ARTICLE I. OFFICES
1.01 PRINCIPAL AND BUSINESS OFFICES. The Corporation may have
such principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
1.02 REGISTERED OFFICE. The registered office of the
Corporation required by the Wisconsin Business Corporation Law to be maintained
in the State of Wisconsin may be, but need not be, identical with the principal
office in the State of Wisconsin, and the address of the registered office may
be changed from time to time by the Board of Directors or by the registered
agent. The business office of the registered agent of the Corporation shall be
identical to such registered office.
ARTICLE II. SHAREHOLDERS
2.01 ANNUAL MEETING. The annual meeting of the shareholders
shall be held at the date and hour in each year set forth in Section 0.01, or at
such other time and date within 30 days before or after said date as may be
fixed by or under the authority of the Board of Directors, for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Wisconsin, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein, or 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 special meeting of the shareholders as soon
thereafter as conveniently may be.
2.02 SPECIAL MEETING. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by the Wisconsin
Business Corporation Law, may be called by the Chairman of the Board of
Directors (if one is designated), the President, the Board of Directors, or the
holders of at least twenty-five percent (25%) of all the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting who
sign, date and deliver to the Corporation one or more written demands for the
meeting describing one or more purposes for which it is to be held. The record
date for determining shareholders
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entitled to demand a special meeting shall be the date that the first
shareholder signs the demand. If duly called, the Corporation shall communicate
notice of a special meeting as set forth in Section 2.04.
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 or special meeting. If no designation is made, the place
of meeting shall be the principal business office of the Corporation in the
State of Wisconsin or such other suitable place in the county of such principal
office as may be designated by the person calling such meeting, but any meeting
may be adjourned to reconvene at any place designated by vote of a majority of
the shares represented thereat.
2.04 NOTICE OF MEETING. Notice may be communicated in person,
by telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Such notice stating the place, day and hour
of the meeting and, in case of a special meeting, a description of each purpose
for which the meeting is called, shall be communicated or sent not less than the
number of days set forth in Section 0.02 (unless a longer period is required by
the Wisconsin Business Corporation Law or the Articles of Incorporation) nor
more than 60 days before the date of the meeting, by or at the direction of the
Chairman of the Board (if one is designated), the President, the Secretary, or
other Officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. Written notice is effective at the earliest of
the following:
(i) when received;
(ii) on deposit in the U.S. mail, if mailed postpaid and
correctly addressed; or
(iii) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt
requested and the receipt is signed by or on behalf
of the addressee.
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Written notice to a shareholder shall be deemed correctly addressed if it is
addressed to the shareholder's address shown in the Corporation's current record
of shareholders. Oral notice is effective when communicated and the Corporation
shall maintain a record setting forth the date, time, manner and recipient of
the notice.
2.05 FIXING OF RECORD DATE. A "shareholder" of the Corporation
shall mean the person in whose name shares are registered in the stock transfer
books of the Corporation or the beneficial owner of shares to the extent of the
rights granted by a nominee certificate on file with the Corporation. Such
nominee certificates, if any, shall be reflected in the stock transfer books of
the Corporation. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, the
Board of Directors shall fix a future date not less than ten days and not more
than 70 days prior to the date of any meeting of shareholders for the
determination of the shareholders entitled to notice of, or to vote at, such
meeting. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, the close of
business on the day before the notice of the meeting is mailed shall be the
record date for such determination of shareholders. The Board of Directors also
may fix a future date as the record date for the purpose of determining
shareholders entitled to take any other action or determining shareholders for
any other purpose, which record date shall not be more than 70 days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken. 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, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting. The record date for determining shareholders entitled to a distribution
or a share dividend shall be the date on which the Board of Directors authorizes
the distribution or share dividend, as the case may be, unless the Board of
Directors fixes a different record date.
2.06 VOTING RECORD. 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 list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each.
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The Corporation shall make the shareholders' list available for inspection by
any shareholder beginning two business days after the notice of meeting is given
for which the list was prepared and continuing to the date of the meeting, at
the Corporation's principal office. Such record also shall be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting for the purposes of the
meeting. A shareholder or his or her agent or attorney may, on written demand,
inspect and copy the list subject to the requirements set forth in Sections
180.1602 and 180.0720 of the Wisconsin Business Corporation Law. The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books 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; POSTPONEMENTS;
ADJOURNMENTS. Shares entitled to vote as a separate voting group as defined in
the Wisconsin Business Corporation Law may take action on a matter at a meeting
only if a quorum of those shares exists with respect to that matter. Unless the
Articles of Incorporation or the Wisconsin Business Corporation Law provides
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.
Once a share is represented for any purpose at a meeting,
other than for the purpose of objecting to holding the meeting or transacting
business at the meeting, it is considered present for purposes of determining
whether a quorum exists, for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
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 the Articles of Incorporation or the Wisconsin Business Corporation Law
requires a greater number of affirmative votes. Unless otherwise provided in the
Articles of Incorporation of the Corporation, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present. "Plurality" means that the individuals
with the largest number of votes are
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elected as directors up to the maximum number of directors to be chosen at the
election.
"Voting group" means any of the following:
(i) All shares of one or more classes or series that under
the Articles of Incorporation or the Wisconsin Business Corporation Law
are entitled to vote and be counted together collectively on a matter
at a meeting of shareholders.
(ii) All shares that under the Articles of Incorporation or
the Wisconsin Business Corporation Law are entitled to vote generally
on a matter.
The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled meeting, provided, however, that a special
meeting called by at least 10% of the shareholders may not be postponed beyond
the 30th day following the originally scheduled meeting. Any meeting may be
adjourned from time to time, whether or not there is a quorum:
(i) at any time, upon a resolution of shareholders if the
votes cast in favor of such resolution by the holders of shares of each
voting group entitled to vote on any matter theretofore properly
brought before the meeting exceed the number of votes cast against such
resolution by the holders of shares of each such voting group; or
(ii) at any time prior to the transaction of any business at
a meeting which was not called by at least 10% of the shareholders, by
the Chairman of the Board (if one is designated), the President or
pursuant to a resolution of the Board of Directors.
No notice of the time and place of adjourned meetings need be given except as
required by the Wisconsin Business Corporation Law. At any adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.
2.08 CONDUCT OF MEETINGS. The Chairman of the Board (if one is
designated), or in the Chairman's absence, the President, or in the President's
absence, the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, a Vice President in the order provided under
Section 4.08, and in their
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absence, any person chosen by the shareholders present shall call the meeting of
the shareholders to order and shall act as chairman of the meeting, and the
Secretary of the Corporation shall act as Secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding Officer may
appoint any other person to act as Secretary of the meeting.
2.09 PROXIES. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for the shareholder by signing an appointment
form, either personally or by his or her attorney-in-fact. Such proxy
appointment is effective when received by the Secretary of the Corporation
before or at the time of the meeting. Unless otherwise provided in the
appointment form of proxy, a proxy appointment may be revoked at any time before
it is voted, either by written notice filed with the Secretary or the acting
Secretary of the meeting or by oral notice given by the shareholder to the
presiding Officer during the meeting. The presence of a shareholder who has
filed his or her proxy appointment shall not of itself constitute a revocation.
No proxy appointment shall be valid after eleven months from the date of its
execution, unless otherwise provided in the appointment form of proxy. In
addition to the presumptions set forth in Section 2.11 below, the Board of
Directors shall have the power and authority to make rules establishing
presumptions as to the validity and sufficiency of proxy appointments.
2.10 VOTING OF SHARES. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
voting group or groups are enlarged, limited or denied by the Articles of
Incorporation.
2.11 VOTING OF SHARES BY CERTAIN HOLDERS.
(a) Other Corporations. Shares standing in the name
of another corporation may be voted either in person or by proxy, by
the president of such corporation or any other officer appointed by
such president. An appointment form of proxy executed by any principal
officer of such other corporation or assistant thereto shall be
conclusive evidence of the signer's authority to act, in the absence of
express notice to this Corporation, given in writing to the Secretary
of this Corporation, or the designation of some other person
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by the board of directors or by the by-laws of such other corporation.
(b) Legal Representatives and Fiduciaries. Shares
held by an administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver or assignee for creditors may be voted by him,
either in person or by proxy, without a transfer of such shares into
his or her name, provided there is filed with the Secretary before or
at the time of meeting proper evidence of his or her incumbency and the
number of shares held by him or her. Shares standing in the name of a
fiduciary may be voted by him or her, either in person or by proxy. An
appointment form of proxy executed by a fiduciary shall be conclusive
evidence of the signer's authority to act, in the absence of express
notice to this Corporation, given in writing to the Secretary of this
Corporation, that such manner of voting is expressly prohibited or
otherwise directed by the document creating the fiduciary relationship.
(c) Pledgees. A shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote the shares so transferred; provided, however,
a pledgee shall be entitled to vote shares held of record by the
pledgor if the Corporation receives acceptable evidence of the
pledgee's authority to sign.
(d) Treasury Stock and Subsidiaries. Neither treasury
shares, nor shares held by another corporation if a majority of the
shares entitled to vote for the election of directors of such other
corporation is held by this Corporation, shall be voted at any meeting
or counted in determining the total number of outstanding shares
entitled to vote, but shares of its own issue held by this Corporation
in a fiduciary capacity, or held by such other corporation in a
fiduciary capacity, may be voted and shall be counted in determining
the total number of outstanding shares entitled to vote.
(e) Minors. Shares held by a minor may be voted by
such minor in person or by proxy and no such vote shall be subject to
disaffirmance or avoidance, unless prior to such vote the Secretary of
the Corporation has received written notice or has actual knowledge
that such shareholder is a
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minor. Shares held by a minor may be voted by a personal
representative, administrator, executor, guardian or conservator
representing the minor if evidence of such fiduciary status is
presented and acceptable to the Corporation.
(f) Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or
spendthrift in person or by proxy and no such vote shall be subject to
disaffirmance or avoidance, unless prior to such vote the Secretary of
the Corporation has actual knowledge that such shareholder has been
adjudicated an incompetent or spendthrift or actual knowledge of filing
of judicial proceedings for appointment of a guardian. Shares held by
an incompetent or spendthrift may be voted by a personal
representative, administrator, executor, guardian or conservator
representing the minor if evidence of such fiduciary status is
presented and acceptable to the Corporation.
(g) Joint Tenants. Shares registered in the names of
two or more individuals who are named in the registration as joint
tenants may be voted in person or by proxy signed by any one or more of
such individuals if either (i) no other such individual or his or her
legal representative is present and claims the right to participate in
the voting of such shares or prior to the vote files with the Secretary
of the Corporation a contrary written voting authorization or direction
or written denial or authority of the individual present or signing the
appointment form of proxy proposed to be voted or (ii) all such other
individuals are deceased and the Secretary of the Corporation has no
actual knowledge that the survivor has been adjudicated not to be the
successor to the interests of those deceased.
2.12 WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice
whatsoever is required to be given to any shareholder of the Corporation under
the Articles of Incorporation or By-laws or any provision of law, a waiver
thereof in writing, signed at any time, whether before or after the time of
meeting, by the shareholder entitled to such notice, shall be deemed equivalent
to the giving of such notice and the Corporation shall include copies of such
waivers in its corporate records; provided that such waiver in respect to any
matter of which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain
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the same information as would have been required to be included in such notice,
except the time and place of meeting. A shareholder's attendance at a meeting,
in person or by proxy, waives objection to the following:
(i) lack of notice or defective notice of the meeting
unless the shareholder at the beginning of the meeting or promptly upon
arrival objects to holding the meeting or transacting business at the
meeting; and
(ii) consideration of a particular matter at the meeting
that is not within the purpose described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
2.13 UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the Articles of Incorporation or By-laws or any provision of law to
be taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
2.14 MAJORITY CONSENT WITHOUT MEETING. As provided in the
Articles of Incorporation of this Corporation, any action required or permitted
to be taken at a meeting of the shareholders of the Corporation may be taken
without a meeting by shareholders who would be entitled to vote at a meeting
those shares with voting power to cast no less than the minimum number or, in
the case of voting by voting groups, numbers of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote
were present and voted. Any action so taken must be evidenced by one or more
written consents describing the action taken, signed by the number of
shareholders necessary to take the action and delivered to the Corporation for
inclusion in the corporate records.
ARTICLE III. BOARD OF DIRECTORS
3.01 GENERAL POWERS AND NUMBER. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors, subject to
any limitation set forth in the Articles of Incorporation. The number of
Directors of the
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Corporation shall be as provided in Section 0.03. 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 TENURE AND QUALIFICATIONS. Each Director shall hold
office until the next annual meeting of shareholders and until his or her
successor shall have been elected, or until his or her prior death, resignation
or removal. A Director may be removed from office by the shareholders if, at a
meeting of shareholders called for that purpose, the number of votes cast to
remove the Director exceeds the number of votes cast not to remove him or her;
provided, however, if a Director is elected by a voting group of shareholders,
only the shareholders of that voting group may participate in the vote to remove
that Director. A Director may resign at any time by filing his or her written
resignation with the Secretary of the Corporation. 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 by-law immediately after
the annual meeting of shareholders, and each adjourned session thereof. The
place of such regular meeting shall be the same as the place of the meeting of
shareholders which precedes it, or such other suitable place as may be announced
at such meeting of shareholders. The Board of Directors may provide, by
resolution, the 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 (if
one is designated), President, Secretary or any two Directors. The Chairman of
the Board (if one is designated), President, Secretary or Directors calling any
special meeting of the Board of Directors may fix any place, either within or
without the State of Wisconsin, as the place for holding any special meeting of
the Board of Directors called by them, and if no other place is fixed, the place
of meeting shall be the principal business office of the Corporation in the
State of Wisconsin.
3.05 NOTICE; WAIVER. Notice may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier,
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and, if these forms of personal notice are impracticable, notice may be
communicated by a newspaper of general circulation in the area where published,
or by radio, television or other form of public broadcast communication. Notice
of each meeting of the Board of Directors (unless otherwise provided in or
pursuant to Section 3.03) shall be communicated to each Director at his or her
business address or telephone number or at such other address or telephone
number as such Director shall have designated in writing filed with the
Secretary, in each case not less than that number of hours prior thereto as set
forth in Section 0.04. Written notice is effective at the earliest of the
following:
(i) when received;
(ii) on deposit in the U.S. Mail, if mailed postpaid and
correctly addressed; or
(iii) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt
requested and the receipt is signed by or on behalf
of the addressee.
Oral notice is effective when communicated and the Corporation shall maintain a
record setting forth the date, time, manner and recipient of the notice.
Whenever any notice whatsoever is required to be given to any
Director of the Corporation under the Articles of Incorporation or By-laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the Director entitled to such notice,
shall be deemed equivalent to the giving of such notice, and the Corporation
shall retain copies of such waivers in its corporate records. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless the Director at the beginning of the meeting or
promptly upon his or her arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assert to action
taken at the meeting. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
3.06 QUORUM. Except as otherwise provided by the Wisconsin
Business Corporation Law or by the Articles of Incorporation or the By-laws, a
majority of the number of Directors
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as provided in Section 0.03 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
Directors present or participating (though less than such quorum) may adjourn
the meeting from time to time without further notice.
3.07 MANNER OF ACTING. If a quorum is present or participating
when a vote is taken, the affirmative vote of a majority of Directors present or
participating is the act of the Board of Directors or a committee of the Board
of Directors, unless the Wisconsin Business Corporation Law or the Articles of
Incorporation or the By-laws require the vote of a greater number of Directors.
3.08 CONDUCT OF MEETINGS. The Chairman of the Board (if one is
designated), or in the Chairman's absence, the President, or in the President's
absence, the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, a Vice President in the order provided under
Section 4.08, and in their absence, any Director chosen by the Directors
present, shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall act as Secretary
of all meetings of the Board of Directors, but in the absence of the Secretary,
the presiding Officer may appoint any Assistant Secretary or any Director or
other person present or participating to act as Secretary of the meeting.
3.09 VACANCIES. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
Directors, may be filled until the next succeeding annual election by the
affirmative vote of a majority of the Directors then in office, though less than
a quorum of the Board of Directors, or by the shareholders; provided, that in
case of a vacancy created by the removal of a Director by vote of the
shareholders, the shareholders shall have the right to fill such vacancy at the
same meeting or any adjournment thereof.
3.10 COMPENSATION. The Board of Directors, by affirmative vote
of a majority of the Directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
Directors for services to the Corporation as Directors, Officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable
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pensions, disability or death benefits, and other benefits of payments, to
Directors, Officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such Directors, Officers
and employees to the Corporation.
3.11 PRESUMPTION OF ASSENT. A Director of the Corporation who
is present at or participates in a meeting of the Board of Directors or a
committee thereof of which he or she is a member, at which action on any
corporate matter is taken, shall be presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
3.12 COMMITTEES. The Board of Directors, by resolution adopted
by the affirmative vote of a majority of the number of Directors as provided in
Section 0.03, may designate one or more committees, each committee to consist of
two or more Directors elected by the Board of Directors, which to the extent
provided in said resolution as initially adopted, and as thereafter supplemented
or amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
except that a committee may not do any of the following: (i) authorize
distributions; (ii) approve or propose to shareholders action that the Wisconsin
Business Corporation Law requires be approved by shareholders; (iii) fill
vacancies on the Board of Directors or on any of its committees, unless the
Board of Directors provides by resolution that any vacancies on a committee
shall be filled by the affirmative vote of a majority of the remaining committee
members; (iv) amend the Articles of Incorporation under Section 180.1002 of the
Wisconsin Business Corporation Law; (v) adopt, amend or repeal the By-laws; (vi)
approve a plan of merger not requiring shareholder approval; (vii) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; or (viii) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize
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a committee or a senior executive officer of the Corporation to do so within
limits prescribed by the Board of Directors. The Board of Directors may elect
one or more of its members as alternate members of any such committee who may
take the place of any absent member or members at any meeting of such committee,
upon request by the President or upon request by the chairman of such meeting.
Each such committee shall fix its own rules 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.
3.13 UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the Articles of Incorporation or the By-laws or any provision of
law to be taken by the Board of Directors at a meeting or by resolution may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors then in office.
3.14 MEETINGS BY TELEPHONE OR BY OTHER COMMUNICATION
TECHNOLOGY. Meetings of the Board of Directors or committees may be conducted by
telephone or by other communication technology in accordance with Section
180.0820 of the Wisconsin Business Corporation Law (or any successor statutory
provision).
ARTICLE IV. OFFICERS
4.01 NUMBER. The principal Officers of the Corporation shall
be a President, the number of Vice Presidents as may be determined by the Board
of Directors, a Secretary, and a Treasurer, each of whom the Board of Directors
shall from time to time determine. Such other Officers and Assistant Officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
The Board of Directors may authorize a duly appointed Officer to appoint one or
more Officers or Assistant Officers. The same natural person may simultaneously
hold more than one office in the Corporation.
4.02 ELECTION AND TERM OF OFFICE. The Officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of Officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each Officer shall hold office until his or
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her successor shall have been duly elected or until his or her prior death,
resignation or removal.
4.03 REMOVAL. Any Officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.
4.04 VACANCIES. A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise, shall be filled by
the Board of Directors for the unexpired portion of the term.
4.05 CHAIRMAN OF THE BOARD. The Board of Directors may at
their discretion elect a Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the shareholders and Board of Directors, and shall
carry out such other duties and have such responsibilities as may be specified
by the Board of Directors.
4.06 PRESIDENT. The President 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. In the absence of the Chairman of the Board, or if
one is not designated, he or she shall 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
President. He or she shall have authority to sign, execute and acknowledge, on
behalf of the Corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the Corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, he or she may authorize
any Vice President or other Officer or agent of the Corporation to sign, execute
and acknowledge such documents or instruments in his or her place and stead. In
general, he or she shall perform all duties incident to the office of chief
executive officer and such
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other duties as may be prescribed by the Board of Directors from time to time.
4.07 THE EXECUTIVE VICE PRESIDENT. The Executive Vice
President, if one is designated, shall assist the President in the discharge of
supervisory, managerial and executive duties and functions. In the absence of
the President or in the event of his or her death, inability or refusal to act,
the Executive Vice President shall perform the duties of the President and when
so acting shall have all the powers and duties of the President. He or she shall
perform such other duties as from time to time may be assigned to him or her by
the Board of Directors or the President.
4.08 THE VICE PRESIDENTS. In the absence of the President and
the Executive Vice President or in the event of their death, inability or
refusal to act, or in the event for any reason it shall be impracticable for
them to act personally, the Vice President (or in the event there is 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 shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him or her by the
President, the Executive Vice President or by 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 his or her authority to act in the
stead of the President.
4.09 THE SECRETARY. The Secretary shall: (i) keep the minutes
of the meetings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of the By-laws or as required by law; (iii) be
custodian of the corporate records; (iv) 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; (v) have general charge of the stock
transfer books of the Corporation; and (vi) 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
President or by the Board of Directors.
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4.10 THE TREASURER. The Treasurer shall: (i) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(ii) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Section 5.05 hereof; and (iii) in
general, perform all of the duties incident to the office of Treasurer and have
such other duties and exercise such other authority as from time to time may be
delegated or assigned to him or her by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.
4.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. There
shall be such number of Assistant Secretaries and Assistant Treasurers as the
Board of Directors may from time to time authorize. The Assistant Treasurers
shall, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine. The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties and have such authority as shall from time
to time be delegated or assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
4.12 OTHER ASSISTANTS AND ACTING OFFICERS. The Board of
Directors shall have the power to appoint any person to act as assistant to any
Officer, or as agent for the Corporation in his or her stead, or to perform the
duties of such Officer whenever, for any reason, it is impracticable for such
Officer to act personally and such assistant or acting Officer or other agent so
appointed by the Board of Directors shall have the power to perform all the
duties of the office to which he or she 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.
4.13 SALARIES. The salaries of the principal Officers shall be
fixed from time to time by the Board of Directors or by a duly authorized
committee thereof, and no Officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a Director of the Corporation.
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ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS
5.01 CONFLICT OF INTEREST TRANSACTIONS. A "conflict of
interest" transaction means a transaction with the Corporation in which a
Director of the Corporation has a direct or indirect interest. The circumstances
in which a Director of the Corporation has an indirect interest in a transaction
include but are not limited to a transaction under any of the following
circumstances: (i) another entity in which the Director has a material financial
interest or in which the Director is a general partner is a party to the
transaction; or (ii) another entity of which the Director is a director, officer
or trustee is a party to the transaction and the transaction is or, because of
its significance to the Corporation should be, considered by the Board of
Directors of the Corporation. A conflict of interest transaction is not voidable
by the Corporation solely because of the Director's interest in the transaction
if any of the circumstances set forth in Section 180.0831 of the Wisconsin
Business Corporation Law (or any successor statutory provision) are true or
occur.
5.02 CONTRACTS. The Board of Directors may authorize any
Officer or Officers, agent or agents, to enter into any contract or execute or
deliver any instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.
5.03 LOANS. No indebtedness for borrowed money shall be
contracted on behalf of the Corporation and no evidences of such indebtedness
shall be issued in its name unless authorized by or under the authority of a
resolution of the Board of Directors. Such authorization may be general or
confined to specific instances.
5.04 CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such Officer or Officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board of Directors.
5.05 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
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depositories as may be selected by or under the authority of a resolution of the
Board of Directors.
5.06 VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject
always to the specific directions of the Board of Directors, (i) any shares or
other securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he or she is present, or in
the President's absence by the Executive Vice President (if one is designated),
or in the Executive Vice President's absence, by any Vice President of this
Corporation who may be present, and (ii) whenever, in the judgment of the
President, or in his absence, of the Executive Vice President (if one is
designated), or in the Executive Vice President's absence, of any Vice
President, it is desirable for this Corporation to execute an appointment of
proxy or written consent in respect to any shares or other securities issued by
any other corporation and owned by this Corporation, such proxy appointment or
consent shall be executed in the name of this Corporation by the President,
Executive Vice President or one of the Vice Presidents of this Corporation in
the order as provided in clause (i) of this Section, without necessity of any
authorization by the Board of Directors or countersignature or attestation by
another Officer. Any person or persons designated in the manner above stated as
the proxy or proxies of this Corporation shall have full right, power and
authority to vote the shares or other securities issued by such other
corporation and owned by this Corporation the same as such shares or other
securities might be voted by this Corporation.
ARTICLE VI. CERTIFICATES FOR
SHARES AND THEIR TRANSFER
6.01 CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
President or by another Officer designated by the President or the Board of
Directors. 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
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shall be issued until the former certificate for a like number of shares shall
have been surrendered and cancelled, except as provided in Section 6.06 hereof.
6.02 FACSIMILE SIGNATURES. The signature of the President or
other authorized Officer upon a certificate may be a facsimile if the
certificate is manually signed on behalf of a transfer agent, or a registrar,
other than the Corporation itself or an employee of the Corporation.
6.03 SIGNATURE BY FORMER OFFICERS. In case any Officer, who
has signed or whose facsimile signature has been placed upon, any certificate
for shares, shall have ceased to be such Officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he or she
were such Officer at the date of its issue.
6.04 TRANSFER OF SHARES. Prior to due presentment of a
certificate for shares for registration of transfer, the Corporation may treat
the shareholder of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise to have and exercise all the rights and
powers of an owner. Where a certificate for shares is presented to the
Corporation with a request to register for transfer, the Corporation shall not
be liable to the owner or any other person suffering loss as a result of such
registration of transfer if (i) there were on or with the certificate the
necessary endorsements, and (ii) the Corporation had no duty to inquire into
adverse claims or has discharged any such duty. The Corporation may require
reasonable assurance that said endorsements are genuine and effective and in
compliance with such other regulations as may be prescribed by or under the
authority of the Board of Directors.
6.05 RESTRICTIONS ON TRANSFER. The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares.
6.06 LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner
claims that 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 (i) so requests before the Corporation has notice that such shares have
been acquired by a bona fide purchaser, and (ii) files with the Corporation a
sufficient indemnity bond, and (iii) satisfies such other reasonable
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requirements as may be prescribed by or under the authority of the Board of
Directors.
6.07 CONSIDERATION FOR SHARES. The shares of the Corporation
may be issued for such consideration as shall be fixed from time to time by the
Board of Directors, provided that any shares having a par value shall not be
issued for a consideration less than the par value thereof. The consideration to
be received for shares 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, the shares issued for that
consideration are fully paid and nonassessable, except as provided by Section
180.0622 of the Wisconsin Business Corporation Law (or any successor statutory
provision) which may require further assessment for unpaid wages to employees
under certain circumstances. The Corporation may place in escrow shares issued
for a contract for future services or benefits or a promissory note, or make
other arrangements to restrict the transfer of the shares, and may credit
distributions in respect of the shares against their purchase price, until the
services are performed, the benefits are received or the note is paid. If the
services are not performed, the benefits are not received or the note is not
paid, the Corporation may cancel, in whole or in part, the shares escrowed or
restricted and the distributions credited.
6.08 STOCK REGULATIONS. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with 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.
ARTICLE VII. INDEMNIFICATION
7.01 INDEMNIFICATION FOR SUCCESSFUL DEFENSE. As required by
the Wisconsin Business Corporation Law, the Corporation shall indemnify a
Director, Officer or Employee 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, Officer or Employee was a party
because he or she is a Director, Officer or Employee of the Corporation.
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7.02 OTHER INDEMNIFICATION. In cases not included under
Section 7.01 hereof, and as provided by Section 180.0851(2) of the Wisconsin
Business Corporation Law (or any successor statutory provision), the Corporation
shall indemnify a Director or Officer against liability 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
that he or she owes to the Corporation and the breach or failure to perform
constitutes any of the following:
(i) A wilful 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;
(ii) A violation of the criminal law, unless the Director
or Officer has reasonable cause to believe that his
or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful;
(iii) A transaction from which the Director or Officer
derived an improper personal profit; or
(iv) Wilful misconduct.
7.03 ALLOWANCE OF EXPENSES. Within ten 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:
(i) 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; and
(ii) A written undertaking, executed personally or on
his or her behalf, to repay the allowance (together
with reasonable interest thereon) to the extent
that it is ultimately determined under Sections
7.01 and 7.02 hereof and pursuant to Section
180.0855 of the Wisconsin Business Corporation Law
(or any successor statutory provision) that
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indemnification is not required, will not be
provided, or is not so ordered by a court under
Section 180.0854 of the Wisconsin Business
Corporation Law (or any successor statutory
provision). 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 as determined by the Board of Directors.
ARTICLE VIII. SEAL
There shall be no corporate seal.
ARTICLE IX. AMENDMENTS
9.01 BY SHAREHOLDERS. The By-laws may be altered, amended or
repealed and new By-laws may be adopted by the shareholders by the affirmative
vote specified in Section 2.07 of these By-laws.
9.02 BY DIRECTORS. The By-laws may also be altered, amended or
repealed and new By-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of Directors present at or participating in any
meeting at which a quorum is in attendance; but no By-law adopted by the
shareholders shall be amended or repealed by the Board of Directors if the
By-law so adopted so provides.
9.03 IMPLIED AMENDMENTS. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
By-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of Directors required to amend the
By-laws so that the By-laws would be consistent with such action, shall be given
the same effect as though the By-laws 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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