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EXHIBIT - 3(ii)
BYLAWS
of
PLEXUS CORP.
as
Amended and Restated
by the Board of Directors
on
November 14, 1996
as further amended
through December 29, 2000
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ARTICLE I. OFFICES; RECORDS
1.01. Principal and Business Offices. The corporation may have
such principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
1.02. Registered Office and Registered Agent. The registered
office of the corporation required by the Wisconsin Business Corporation Law to
be maintained in the State of Wisconsin may be, but need not be, identical with
the principal office in the State of Wisconsin. The address of the registered
office may be changed from time to time by any officer or by the registered
agent. The office of the registered agent of the corporation shall be identical
to such registered office.
1.03. Corporate Records. The following documents and records
shall be kept at the corporation's principal office or at such other reasonable
location as may be specified by the corporation:
(a) Minutes of shareholders' and Board of Directors'
meetings and any written notices thereof.
(b) Records of actions taken by the shareholders or
directors without a meeting.
(c) Records of actions taken by committees of the
Board of Directors.
(d) Accounting records.
(e) Records of its shareholders.
(f) Current Bylaws.
(g) Written waivers of notice by shareholders or
directors (if any).
(h) Written consents by shareholders or directors for
actions without a meeting (if any).
(i) Voting trust agreements (if any).
(j) Stock transfer agreements to which the
corporation is a party or of which it has notice (if any).
ARTICLE II. SHAREHOLDERS
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2.01. Annual Meeting. The annual meeting of the shareholders
shall be held on the third Wednesday of February, or on such other date and at
such time 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
is a legal holiday in the State of Wisconsin, such meeting shall be held on the
next succeeding business day. If the election of directors is not 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 meeting of the shareholders as soon
thereafter as may be convenient.
2.02. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board and Chief Executive Officer, the President
or the Board of Directors. If and as required by the Wisconsin Business
Corporation Law, a special meeting shall be called upon written demand
describing one or more purposes for which it is to be held by holders of shares
with at least 10% of the votes entitled to be cast on any issue proposed to be
considered at the meeting. The purpose or purposes of any special meeting shall
be described in the notice required by Section 2.04 of these Bylaws.
2.03. Place of Meeting. The Board of Directors may designate
any place, either within or without the State of Wisconsin, as the place of
meeting for any annual meeting or any special meeting. If no designation is
made, the place of meeting shall be the principal office of the corporation but
any meeting may be adjourned to reconvene at any place designated by vote of a
majority of the shares represented thereat.
2.04. Notices to Shareholders. (a) Required Notice. Written
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) days nor more than sixty (60) days before the
date of the meeting (unless a different time is provided by law or the Articles
of Incorporation), by or at the direction of the Chairman of the Board, if there
is one, the President or the Secretary, to each shareholder entitled to vote at
such meeting or, for the fundamental transactions described in subsections
(e)(1) to (4) below (for which the Wisconsin Business Corporation Law requires
that notice be given to shareholders not entitled to vote), to all shareholders.
If mailed, such notice is effective when deposited in the United States mail,
and shall be addressed to the shareholder's address shown in the current record
of shareholders of the corporation, with postage thereon prepaid. At least
twenty (20) days' notice shall be provided if the purpose, or one of the
purposes, of the meeting is to consider a plan of merger or share exchange for
which shareholder approval is required by law, or the sale, lease, exchange or
other disposition of all or substantially all of the corporation's property,
with or without good will, otherwise than in the usual and regular course of
business.
(b) Adjourned Meeting. Except as provided in the next
sentence, if any shareholder meeting is adjourned to a different date, time, or
place, notice need not be given of the new date, time, and place, if the new
date, time, and place is announced at the meeting before adjournment. If a new
record date for the adjourned meeting is or must be fixed, then notice must be
given pursuant to the requirements of paragraph (a) of this Section 2.04, to
those persons who are shareholders as of the new record date.
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(c) Waiver of Notice. A shareholder may waive notice
in accordance with Article VI of these Bylaws.
(d) Contents of Notice. The notice of each special
shareholder meeting shall include a description of the purpose or purposes for
which the meeting is called. Except as otherwise provided in subsection (e) of
this Section 2.04, in the Articles of Incorporation, or in the Wisconsin
Business Corporation Law, the notice of an annual shareholder meeting need not
include a description of the purpose or purposes for which the meeting is
called.
(e) Fundamental Transactions. If a purpose of any
shareholder meeting is to consider either: (1) a proposed amendment to the
Articles of Incorporation (including any restated articles); (2) a plan of
merger or share exchange for which shareholder approval is required by law; (3)
the sale, lease, exchange or other disposition of all or substantially all of
the corporation's property, with or without good will, otherwise than in the
usual and regular course of business; (4) the dissolution of the corporation; or
(5) the removal of a director, the notice must so state and in cases (1), (2)
and (3) above must be accompanied by, respectively, a copy or summary of the:
(1) proposed articles of amendment or a copy of the restated articles that
identifies any amendment or other change; (2) proposed plan of merger or share
exchange; or (3) proposed transaction for disposition of all or substantially
all of the corporation's property. If the proposed corporate action creates
dissenters' rights, the notice must state that shareholders and beneficial
shareholders are or may be entitled to assert dissenters' rights, and must be
accompanied by a copy of Sections 180.1301 to 180.1331 of the Wisconsin Business
Corporation Law.
2.05. Fixing of Record Date. The Board of Directors may fix in
advance a date as the record date for one or more voting groups for any
determination of shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, or to take any other action, such date in any
case to be not more than seventy (70) days prior to the meeting or action
requiring such determination of shareholders, and may fix the record date for
determining shareholders entitled to a share dividend or distribution. If no
record date is fixed for the determination of shareholders entitled to demand a
shareholder meeting, to notice of or to vote at a meeting of shareholders, or to
consent to action without a meeting, (a) the close of business on the day before
the corporation receives the first written demand for a shareholder meeting, (b)
the close of business on the day before the first notice of the meeting is
mailed or otherwise delivered to shareholders, or (c) the close of business on
the day before the first written consent to shareholder action without a meeting
is received by the corporation, as the case may be, shall be the record date for
the determination of shareholders. If no record date is fixed for the
determination of shareholders entitled to receive a share dividend or
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares), the close of business on the day
on which the resolution of the Board of Directors is adopted declaring the
dividend or distribution shall be the record date. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment
thereof unless the Board of Directors fixes a new record date and except as
otherwise required by law. A new record date must be set if a meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.
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2.06. Shareholder List. The officer or agent having charge of
the stock transfer books for shares of the corporation shall, before each
meeting of shareholders, make a complete record of the shareholders entitled to
notice of such meeting, arranged by class or series of shares and showing the
address of and the number of shares held by each shareholder. The shareholder
list shall be available at the meeting and may be inspected by any shareholder
or his or her agent or attorney at any time during the meeting or any
adjournment. Any shareholder or his or her agent or attorney may inspect the
shareholder list beginning two (2) business days after the notice of the meeting
is given and continuing to the date of the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held and, subject to Section 180.1602(2)(b) 3 to 5 of
the Wisconsin Business Corporation Law, may copy the list, during regular
business hours and at his or her expense, during the period that it is available
for inspection hereunder. The original stock transfer books and nominee
certificates on file with the corporation (if any) shall be prima facie evidence
as to who are the shareholders entitled to inspect the shareholder list or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at such meeting.
2.07. Quorum and Voting Requirements. Except as otherwise
provided in the Articles of Incorporation or in the Wisconsin Business
Corporation Law, a majority of the votes entitled to be cast by shares entitled
to vote as a separate voting group on a matter, represented in person or by
proxy, shall constitute a quorum of that voting group for action on that matter
at a meeting of shareholders. If a quorum exists, action on a matter, other than
the election of directors, by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action unless a greater number of affirmative votes is required by the Wisconsin
Business Corporation Law or the Articles of Incorporation. If the Articles of
Incorporation or the Wisconsin Business Corporation Law provide for voting by
two (2) or more voting groups on a matter, action on that matter is taken only
when voted upon by each of those voting groups counted separately. Action may be
taken by one (1) voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter. Once a share is represented
for any purpose at a meeting, other than for the purpose of objecting to holding
the meeting or transacting business at the meeting, it is considered present for
purposes of determining whether a quorum exists for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or must be
set for that meeting.
2.08. Conduct of Meetings. The Chairman of the Board and Chief
Executive Officer, or if there is none, or in his or her absence, the President,
and in the President's absence, the Executive Vice President, and in the
Executive Vice President's absence, a Vice President in the order provided under
Section 4.07 of these Bylaws, and in their absence, any person chosen by the
shareholders present shall call the meeting of the shareholders to order and
shall act as chairperson of the meeting, and the Secretary shall act as
secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.
2.09. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his or her duly authorized attorney-in-fact. All proxy
appointment forms shall be filed with the Secretary or other officer or agent of
the corporation authorized to tabulate votes before or at the time of the
meeting. Unless the appointment form conspicuously states that it is irrevocable
and the
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appointment is coupled with an interest, a proxy appointment may be revoked at
any time. The presence of a shareholder who has filed a proxy appointment shall
not of itself constitute a revocation. No proxy appointment shall be valid after
eleven months from the date of its execution, unless otherwise expressly
provided in the appointment form. The Board of Directors shall have the power
and authority to make rules that are not inconsistent with the Wisconsin
Business Corporation Law as to the validity and sufficiency of proxy
appointments.
2.10. Voting of Shares. Each outstanding share shall be
entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares are
enlarged, limited or denied by the Articles of Incorporation or the Wisconsin
Business Corporation Law. Shares owned directly or indirectly by another
corporation are not entitled to vote if this corporation owns, directly or
indirectly, sufficient shares to elect a majority of the directors of such other
corporation. However, the prior sentence shall not limit the power of the
corporation to vote any shares, including its own shares, held by it in a
fiduciary capacity. Redeemable shares are not entitled to vote after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company, or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.
2.11. Prior Notice of Shareholder Nominations and/or
Proposals.
(a) Prior Notice for Annual Meetings. Except with
respect to nominations or proposals adopted or recommended by
the Board of Directors for inclusion in the corporation's
proxy statement for its annual meeting, a shareholder entitled
to vote at a meeting may nominate a person or persons for
election as directors or propose action(s) to be taken at a
meeting only if written notice of any shareholder nomination
and/or proposal to be considered for a vote at an annual
meeting of shareholders is delivered personally or mailed by
certified mail return receipt requested at least seventy (70)
days before the scheduled date of such meeting to the
Secretary of the corporation at the principal business office
of the corporation.
(b) Nominations. With respect to shareholder
nomination(s) for the election of directors, each such notice
shall set forth:
(1) the name and address of the shareholder
who intends to make the nomination(s), of any
beneficial owner of shares on whose behalf such
nomination is being made, and of the person(s) to be
nominated;
(2) a representation that the shareholder is
a holder of record of stock of the corporation
entitled to vote at such meeting (including the
number of shares the shareholder owns and the length
of time the shares have been held) and that the
shareholder intends to appear in person or by proxy
at the meeting to nominate the person(s) specified in
the notice;
(3) a description of all arrangements and
understandings between the shareholder or any
beneficial holder on whose behalf it holds
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such shares, and their respective affiliates, of each
nominee and any other person(s), naming such
person(s), pursuant to which the nomination(s) are to
be made by the shareholder;
(4) such other information regarding each
nominee proposed by such shareholder which would have
been required to be included in the proxy statement
filed pursuant to the proxy rules of the Securities
and Exchange Commission, whether or not such rules
are applicable, had such nominee be nominated by the
Board of Directors; and
(5) the consent of each nominee to serve as
a director of the corporation.
(c) Proposals. With respect to stockholder
proposal(s) for action to be taken at the annual meeting of
shareholders, the notice shall clearly set forth:
(1) the name and address of the shareholder
who intends to make the proposal(s);
(2) a representation that the shareholder is
a holder of record of stock of the corporation
entitled to vote at such meeting (including the
number of shares the shareholder owns and the length
of time the shares have been held) and that the
shareholder intends to appear in person or by proxy
at the meeting to make the proposal(s) specified in
the notice;
(3) the proposal(s) and a brief supporting
statement of such proposal(s); and
(4) such other information regarding the
proposal(s) as would have been required to be
included in a proxy statement filed pursuant to the
rules of the Securities and Exchange Commission,
whether or not such rules are applicable.
(d) Prior Notice for Special Meetings. Except with
respect to the nomination(s) or proposal(s) adopted or
recommended by the Board of Directors for inclusion in the
notice to shareholders for a special meeting of the
shareholders, a shareholder entitled to vote at a special
meeting may nominate a person or persons for election as
director(s) and/or propose action(s) to be taken at a meeting
only if written notice of any shareholder nomination(s) and/or
proposal(s) to be considered for a vote of the special meeting
is delivered personally or mailed by certified mail-return
receipt requested to the Secretary of the corporation at the
principal office of the corporation so that it is received in
a reasonable period of time before such special meeting and
only if such nomination or proposal is within the purposes
described in the notice to shareholders of the special
meeting. All of the notice requirements regarding shareholder
nominations and/or proposals applicable to annual meetings
shall also apply to nominations and/or proposals for special
meetings.
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(e) Role of Chair. The chair of the meeting may
refuse to acknowledge any nomination and/or proposal of any
person made without compliance with the foregoing procedures.
This section shall not affect the corporation's rights or
responsibilities with respect to its proxies or proxy
statements for any meeting.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, its Board of Directors. The
number of directors of the corporation shall be not less than five (5) nor more
than nine (9), as determined from time to time by the Board of Directors.
3.02. Election, Removal, Tenure and Qualifications.
(a) Unless action is taken without a meeting under
Section 7.01 of these Bylaws, directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in
the election at a shareholders meeting at which a quorum is
present; i.e., the individuals with the largest number of
votes in favor of their election are elected as directors up
to the maximum number of directors to be chosen in the
election. Votes against a candidate are not given legal effect
and are not counted as votes cast in an election of directors.
In the event two (2) or more persons tie for the last vacancy
to be filled, a run-off vote shall be taken from among the
candidates receiving the tie vote.
(b) Each director shall hold office for the remainder
of the term for which he or she has been elected and until the
director's successor shall have been elected or there is a
decrease in the number of directors, or until his or her prior
death, resignation or removal.
(c) Any director or directors may be removed from
office by the shareholders if the number of votes cast to
remove the director exceeds the number cast not to remove him
or her, taken at a meeting of shareholders called for that
purpose, provided that the meeting notice states that the
purpose, or one of the purposes, of the meeting is removal of
the director. The removal may be made with or without cause
unless the Articles of Incorporation or these Bylaws provide
that directors may be removed only for cause. 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.
(d) No person who shall have attained the age of 70
years shall be eligible for election or re-election to the
Board of Directors; provided, however, that with respect to
persons who have been elected as directors prior to the
corporation's 1997 annual meeting of shareholders, the age
"70" in the preceding clause shall be age 72. Notwithstanding
the foregoing, such restrictions shall not apply (i) to any
director who is also at that time a full-time employee of the
corporation or (ii) in the event the Board of Directors, by
majority vote, waives such restriction for a
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particular director or nominee prior to such person's election
or re-election. [subsection as amended December 29, 2000]
(e) A director may resign at any time by delivering a
written resignation to the Board of Directors, to the Chairman
and Chief Executive Officer or to the corporation through the
Secretary or otherwise.
(f) Directors need not be residents of the State of
Wisconsin or shareholders of the corporation, although the
Board of Directors may establish share ownership expectations
for persons who serve as directors.
3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held, without other notice than this Bylaw, immediately after
the annual meeting of shareholders, and each adjourned session thereof. The
place of such regular meeting shall be the same as the place of the meeting of
shareholders which precedes it, or such other suitable place as may be announced
at such meeting of shareholders. The Board of Directors and any committee may
provide, by resolution, the time and place, either within or without the State
of Wisconsin, for the holding of additional regular meetings without other
notice than such resolution.
3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman and Chief Executive
Officer, the President or any two (2) directors. Special meetings of any
committee may be called by or at the request of the foregoing persons or the
chairperson of the committee. The persons calling any special meeting of the
Board of Directors or committee may fix any place, either within or without the
State of Wisconsin, as the place for holding any special meeting called by them,
and if no other place is fixed the place of meeting shall be the principal
office of the corporation in the State of Wisconsin.
3.05 Meetings By Telephone or Other Communication Technology.
(a) Any or all directors may participate in a regular
or special meeting or in a committee meeting of the Board of
Directors by, or conduct the meeting through the use of,
telephone or any other means of communication by which either:
(i) all participating directors may simultaneously hear each
other during the meeting or (ii) all communication during the
meeting is immediately transmitted to each participating
director, and each participating director is able to
immediately send messages to all other participating
directors.
(b) If a meeting will be conducted through the use of
any means described in paragraph (a), all participating
directors shall be informed that a meeting is taking place at
which official business may be transacted. A director
participating in a meeting by any means described in paragraph
(a) is deemed to be present in person at the meeting.
3.06. Notice of Meetings. Except as otherwise provided in the
Articles of Incorporation or the Wisconsin Business Corporation Law, notice of
the date, time and place of any special meeting of the Board of Directors and of
any special meeting of a committee of the Board shall be given orally, in
writing (which shall include facsimile and E-mail) to each director
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or committee member at least 72 hours prior to the meeting, except that notice
by telegram or personal delivery shall be effective if given at least 24 hours
prior to the meeting. The notice need not describe the purpose of the meeting.
Notice may be communicated in person, by telephone, telegraph, facsimile or
E-mail, or by mail or private carrier. Oral notice is effective when
communicated. Written notice is effective as follows: If delivered in person,
when received; if given by mail, when deposited, postage prepaid, in the United
States mail addressed to the director at his or her business or home address (or
such other address as the director may have designated in writing filed with the
Secretary); if given by facsimile, at the time transmitted to a facsimile number
at any address designated above; if given by E-mail, at the time transmitted to
an E-mail address provided by the director; and if given by telegraph, when
delivered to the telegraph company.
3.07. Quorum. Except as otherwise provided by the Wisconsin
Business Corporation Law, a majority of the number of directors as provided in
Section 3.01 shall constitute a quorum of the Board of Directors. Except as
otherwise provided by the Wisconsin Business Corporation Law, a majority of the
number of directors appointed to serve on a committee shall constitute a quorum
of the committee.
3.08. Manner of Acting. Except as otherwise provided by the
Wisconsin Business Corporation Law or the Articles of Incorporation, the
affirmative vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors or any committee
thereof.
3.09. Conduct of Meetings. The Chairman and Chief Executive
Officer, or if there is none, or in his or her absence, the President, and in
the President's absence, the Executive Vice President, or in his or her absence,
a Vice President in the order provided under Section 4.07 of these Bylaws, and
in their absence, any director chosen by the directors present, shall call
meetings of the Board of Directors to order and shall chair the meeting. The
Secretary of the corporation shall act as secretary of all meetings of the
Board of Directors, but in the absence of the Secretary, the presiding officer
may appoint any assistant secretary or any director or other person present to
act as secretary of the meeting.
3.10. Vacancies. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, may be filled by the shareholders or the Board of Directors. If the
directors remaining in office constitute fewer than a quorum of the Board, the
directors may fill a vacancy by the affirmative vote of a majority of all
directors remaining in office. If the vacant office was held by a director
elected by a voting group of shareholders, only the holders of shares of that
voting group may vote to fill the vacancy if it is filled by the shareholders,
and only the remaining directors elected by that voting group may vote to fill
the vacancy if it is filled by the directors. A vacancy that will occur at a
specific later date (because of a resignation effective at a later date or
otherwise) may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.
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3.11. Compensation. The Board of Directors, irrespective of
any personal interest of any of its members, may fix the compensation of
directors.
3.12. Presumption of Assent. A director who is present and is
announced as present at a meeting of the Board of Directors or a committee
thereof at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (i) the director objects at the
beginning of the meeting or promptly upon his or her arrival to holding the
meeting or transacting business at the meeting, or (ii) the director's dissent
or abstention from the action taken is entered in the minutes of the meeting, or
(iii) the director delivers his or her written dissent or abstention to the
presiding officer of the meeting before the adjournment thereof or to the
corporation immediately after the adjournment of the meeting. Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.
3.13. Committees. Unless the Articles of Incorporation
otherwise provide, the Board of Directors, by resolution adopted by the
affirmative vote of a majority of all the directors then in office, may create
one (1) or more committees, each committee to consist of two (2) or more
directors as members, which to the extent provided in the resolution as
initially adopted, and as thereafter supplemented or amended by further
resolution adopted by a like vote, may exercise the authority of the Board of
Directors, except that no committee may: (a) authorize distributions; (b)
approve or propose to shareholders action that the Wisconsin Business
Corporation Law requires be approved by shareholders; (c) fill vacancies on the
Board of Directors or any of its committees, except that the Board of Directors
may provide by resolution that any vacancies on a committee shall be filled by
the affirmative vote of a majority of the remaining committee members; (d) amend
the Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a
plan of merger not requiring shareholder approval; (g) authorize or approve
reacquisition of shares, except according to a formula or method prescribed by
the Board of Directors or (h) authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except within limits
prescribed by the Board of Directors. 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 Chairman and Chief Executive Officer, the President or upon
request by the chairperson of such meeting. Each such committee shall fix its
own rules (consistent with the Wisconsin Business Corporation Law, the Articles
of Incorporation and these Bylaws) governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board
of Directors may request. Unless otherwise provided by the Board of Directors in
creating a committee, a committee may employ counsel, accountants and other
consultants to assist it in the exercise of authority. The creation of a
committee, delegation of authority to a committee or action by a committee does
not relieve the Board of Directors or any of its members of any responsibility
imposed on the Board of Directors or its members by law.
ARTICLE IV. OFFICERS
4.01. Appointment. The principal officers shall include a
Chairman (or Chairperson) of the Board (and Chief Executive Officer), a
President (and Chief Operating Officer), one or more Vice Presidents (the number
and designations to be determined by the
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Board of Directors), a Secretary and such other officers if any, as may be
deemed necessary by the Board of Directors, each of whom shall be appointed by
the Board of Directors. The Board of Directors may designate one of the Vice
Presidents as the Executive Vice President; and in that event all references
herein to Vice President(s) include the Executive Vice President unless the
context otherwise requires. Any two or more offices may be held by the same
person.
4.02. Election; Resignation and Removal.
(a) 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 shareholders. If the
election officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may
be.
(b) An officer shall hold office until he or she
resigns, dies, is removed hereunder, or a different person is
appointed to the office. An officer may resign at any time by
delivering an appropriate written notice to the corporation.
The resignation is effective when the notice is delivered,
unless the notice specifies a later effective date and the
corporation accepts the later effective date. Any officer may
be removed by the Board of Directors with or without cause and
notwithstanding the contract rights, if any, of the person
removed. Except as provided in the preceding sentence, the
resignation or removal is subject to any remedies provided by
any contract between the officer and the corporation or
otherwise provided by law. Appointment shall not of itself
create contract rights.
4.03. Vacancies. A vacancy in any office because of death,
resignation, removal or otherwise, shall be filled by the Board of Directors. If
a resignation is effective at a later date, the Board of Directors may fill the
vacancy before the effective date if the Board of Directors provides that the
successor may not take office until the effective date.
4.04. Chairman of the Board; Chief Executive Officer. The
Chairman of the Board and Chief Executive Officer shall be the chief executive
officer of the corporation and, subject to the control and direction of the
Board of Directors, shall in general supervise and control all of the business
and affairs of the corporation. He or she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. The Chairman shall
have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the corporation as he or she
shall deem necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employees shall hold office at the
discretion of the Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer 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 directed by the Board of Directors, the Chairman
may authorize the President, 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 Chairman and
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Chief Executive Officer and such other duties as may be prescribed by the Board
of Directors from time to time.
4.05. President; Chief Operating Officer. The President and
Chief Operating Officer shall be the chief operating officer of the corporation,
and subject to the direction of the Chairman and Chief Executive Officer, shall
be responsible for the detailed supervision and control of the operations of
this corporation and its wholly-owned subsidiaries. The officers of the
corporation (with the exception of the Chairman and Chief Executive Officer) and
the presidents and vice presidents of the corporation's wholly-owned
subsidiaries shall report directly to the President. In addition, the president
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 or by the Chairman and Chief
Executive Officer; and, except as otherwise provided by law or directed by the
Board of Directors or the Chairman and Chief Executive Officer, the President
may authorize any vice president or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his place or
stead. In general, he or she shall perform all the duties incident to the office
of President such other duties as may be prescribed by the Board of Directors
and the Chairman and Chief Executive Officer from time to time. In the absence
of the Chairman and Chief Executive Officer, the President shall preside at all
meetings of the shareholders and of the Board of Directors.
4.06. Executive Vice President. The Executive Vice President,
if one be designated, shall assist the Chairman and Chief Executive Officer and
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 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 shall perform such other duties as from time to time may be
assigned to him by the Board of Directors, the Chairman and Chief Executive
Officer or the President.
4.07. Vice Presidents. In the absence of the President, or in
the event of the President's death, inability or refusal to act, or in the event
for any reason it shall be impracticable for the President to act personally,
the Vice President (or in the event there be more than one Vice President, the
Vice Presidents in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any Vice
President may sign, with the Secretary or Assistant Secretary, certificates for
shares of the corporation; and shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him or her by the
Chairman and Chief Executive Officer, the President or the Board of Directors.
The execution of any instrument of the corporation by any Vice President shall
be conclusive evidence, as to third parties, of the Vice President's authority
to act in the stead of the President.
4.08. Secretary. The Secretary shall: (a) keep (or cause to be
kept) regular minutes of all meetings of the shareholders, the Board of
Directors and any committees of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be
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custodian of the corporate records and of the seal of the corporation, if any,
and see that the seal of the corporation, if any, is affixed to all documents
which are authorized to be executed on behalf of the corporation under its seal;
(d) keep or arrange for the keeping of a register of the post office address of
each shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him or her by the Chairman and Chief
Executive Officer, the President or by the Board of Directors.
4.09. Treasurer. If the Board of Directors appoints a
Treasurer, the Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected by the
corporation; and (c) in general perform all of the duties incident to the office
of Treasurer and have such other duties and exercise such other authority as
from time to time may be delegated or assigned to him or her by the Chairman and
Chief Executive Officer, the President or by the Board of Directors.
4.10. Assistant and Acting Officers. The Board of Directors
and the Chairman and Chief Executive Officer shall have the power to appoint any
person to act as assistant to any officer, or as agent for the corporation in
the officer's stead, or to perform the duties of such officer whenever for any
reason it is impracticable for such officer to act personally, and such
assistant or acting officer or other agent so appointed by the Board of
Directors or Chairman shall have the power to perform all the duties of the
office to which that person is so appointed to be assistant, or as to which he
or she is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors or the Chairman and Chief Executive
Officer.
4.11. 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 such officer is also a director of the corporation.
ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER
5.01. Certificates for Shares. All shares of this corporation
shall be represented by certificates. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. At a minimum, a share certificate shall state on its
face the name of the corporation and that it is organized under the laws of the
State of Wisconsin, the name of the person to whom issued, and the number and
class of shares and the designation of the series, if any, that the certificate
represents. If the corporation is authorized to issue different classes of
shares or different series within a class, the front or back of the certificate
must contain either (a) a summary of the designations, relative rights,
preferences and limitations applicable to each class, and the variations in the
rights, preferences and limitations determined for each series and the authority
of the Board of Directors
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to determine variations for future series, or (b) a conspicuous statement that
the corporation will furnish the shareholder the information described in clause
(a) on request, in writing and without charge. Such certificates shall be
signed, either manually or in facsimile, by the Chairman and Chief Executive
Officer, the President or a Vice President and by the Secretary or an Assistant
Secretary. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 5.05.
5.02. Signature by Former Officers. If an officer or assistant
officer, who has signed or whose facsimile signature has been placed upon any
certificate for shares, has ceased to be such officer or assistant officer
before such certificate is issued, the certificate may be issued by the
corporation with the same effect as if that person were still an officer or
assistant officer at the date of its issue.
5.03. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer, and unless the corporation
has established a procedure by which a beneficial owner of shares held by a
nominee is to be recognized by the corporation as the shareholder, the
corporation may treat the registered owner of such shares as the person
exclusively entitled to vote, to receive notifications and otherwise to have and
exercise all the rights and power of an owner. The corporation may require
reasonable assurance that all transfer endorsements are genuine and effective
and in compliance with all regulations prescribed by or under the authority of
the Board of Directors.
5.04. Restrictions on Transfer. The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of any
restriction upon the transfer of such shares imposed by the corporation or
imposed by any agreement of which the corporation has written notice.
5.05. Lost, Destroyed or Stolen Certificates. Where the owner
claims that his or her certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if the
owner (a) so requests before the corporation has notice that such shares have
been acquired by a bona fide purchaser, and (b) if required by the corporation,
files with the corporation a sufficient indemnity bond, and (c) satisfies such
other reasonable requirements as may be prescribed by or under the authority of
the Board of Directors.
5.06. Consideration for Shares. The shares of the corporation
may be issued for such consideration as shall be fixed from time to time and
determined to be adequate by the Board of Directors, provided that any shares
having a par value shall not be issued for a consideration less than the par
value thereof. The consideration may consist of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the corporation. When the corporation receives the consideration for which
the Board of Directors authorized the issuance of shares, such shares shall be
deemed to be fully paid and nonassessable by the corporation.
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5.07. Stock Regulations. The Board of Directors shall have the
power and authority to make all such rules and regulations not inconsistent with
the statutes of the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation, including the appointment or designation of one or more stock
transfer agents and one or more registrars.
ARTICLE VI
WAIVER OF NOTICE
6.01 Shareholder Written Waiver. A shareholder may waive any
notice required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice. The waiver shall be in writing and signed by the shareholder entitled to
the notice, shall contain the same information that would have been required in
the notice under the Wisconsin Business Corporation Law except that the time and
place of meeting need not be stated, and shall be delivered to the corporation
for inclusion in the corporate records.
6.02 Shareholder Waiver by Attendance. A shareholder's
attendance at a meeting, in person or by proxy, waives objection to both of the
following:
(a) Lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the
meeting or promptly upon arrival objects to holding the
meeting or transacting business at the meeting.
(b) Consideration of a particular matter at the
meeting that is not within the purpose described in the
meeting notice, unless the shareholder objects to considering
the matter when it is presented.
6.03 Director Written Waiver. A director may waive any notice
required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or the Bylaws before or after the date and time stated in the
notice. The waiver shall be in writing, signed by the director entitled to the
notice and retained by the corporation.
6.04 Director Waiver by Attendance. A director's attendance at
or participation in a meeting of the Board of Directors or any committee thereof
waives any required notice to him or her of the meeting unless the director at
the beginning of the meeting or promptly upon his or her arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
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ARTICLE VII
ACTION WITHOUT MEETINGS
7.01 Shareholder Action Without Meeting. Action required or
permitted by the Wisconsin Business Corporation Law to be taken at a
shareholders' meeting may be taken without a meeting by all shareholders
entitled to vote on the action. The action must be evidenced by one or more
written consents describing the action taken, signed by the shareholders
consenting thereto and delivered to the corporation for inclusion in its
corporate records. A consent hereunder has the effect of a meeting vote and may
be described as such in any document. The Wisconsin Business Corporation Law
requires that notice of the action be given to certain shareholders and
specifies the effective date thereof and the record date in respect thereto.
7.02 Director Action Without Meeting. Unless the Articles of
Incorporation provide otherwise, action required or permitted by the Wisconsin
Business Corporation Law to be taken at a Board of Directors meeting or
committee meeting may be taken without a meeting if the action is taken by all
members of the Board or committee. The action shall be evidenced by one or more
written consents describing the action taken, signed by each director and
retained by the corporation. Action taken hereunder is effective when the last
director signs the consent, unless the consent specifies a different effective
date. A consent signed hereunder has the effect of a unanimous vote taken at a
meeting at which all directors or committee members were present, and may be
described as such in any document.
ARTICLE VIII
INDEMNIFICATION
8.01 Indemnification for Successful Defense. Within twenty
(20) days after receipt of a written request pursuant to Section 8.03, the
corporation shall indemnify a director or officer, to the extent he or she has
been successful on the merits or otherwise in the defense of a proceeding, for
all reasonable expenses incurred in the proceeding if the director or officer
was a party because he or she is a director or officer of the corporation.
8.02 Other Indemnification.
(a) In cases not included under Section 8.01, the
corporation shall indemnify a director or officer against all
liabilities and expenses incurred by the director or officer
in a proceeding to which the director or officer was a party
because he or she is a director or officer of the corporation,
unless liability was incurred because the director or officer
breached or failed to perform a duty he or she owes to the
corporation and the breach or failure to perform constitutes
any of the following:
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(1) A willful failure to deal fairly with
the corporation or its shareholders in connection
with a matter in which the director or officer has a
material conflict of interest.
(2) A violation of criminal law, unless the
director or officer had reasonable cause to believe
that his or her conduct was lawful or no reasonable
cause to believe that his or her conduct was
unlawful.
(3) A transaction from which the director or
officer derived an improper personal profit.
(4) Willful misconduct.
(b) Determination of whether indemnification is
required under this Section shall be made pursuant to Section
8.05.
(c) The termination of a proceeding by judgment,
order, settlement or conviction, or upon a plea of no contest
or an equivalent plea, does not, by itself, create a
presumption that indemnification of the director or officer is
not required under this Section.
8.03 Written Request. A director or officer who seeks
indemnification under Sections 8.01 or 8.02 shall make a written request to the
corporation.
8.04 Nonduplication. The corporation shall not indemnify a
director or officer under Sections 8.01 or 8.02 if the director or officer has
previously received indemnification or allowance of expenses from any person,
including the corporation, in connection with the same proceeding. However, the
director or officer has no duty to look to any other person for indemnification.
8.05 Determination of Right to Indemnification.
(a) Unless otherwise provided by the Articles of
Incorporation or by written agreement between the director or
officer and the corporation, the director or officer seeking
indemnification under Section 8.02 shall select one of the
following means for determining his or her right to
indemnification:
(1) By a majority vote of a quorum of the
Board of Directors consisting of directors not at the
time parties to the same or related proceedings. If a
quorum of disinterested directors cannot be obtained,
by majority vote of a committee duly appointed by the
Board of Directors and consisting solely of two (2)
or more directors who are not at the time parties to
the same or related proceedings. Directors who are
parties to the same or related proceedings may
participate in the designation of members of the
committee.
(2) By independent legal counsel selected by
a quorum of the Board of Directors or its committee
in the manner prescribed in subsection
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(1) or, if unable to obtain such a quorum or
committee, by a majority vote of the full Board of
Directors, including directors who are parties to the
same or related proceedings.
(3) By a panel of three (3) arbitrators
consisting of one arbitrator selected by those
directors entitled under subsection (2) to select
independent legal counsel, one arbitrator selected by
the director or officer seeking indemnification and
one arbitrator selected by the two (2) arbitrators
previously selected.
(4) By an affirmative vote of shares
represented at a meeting of shareholders at which a
quorum of the voting group entitled to vote thereon
is present. Shares owned by, or voted under the
control of, persons who are at the time parties to
the same or related proceedings, whether as
plaintiffs or defendants or in any other capacity,
may not be voted in making the determination.
(5) By a court under Section 8.08.
(6) By any other method provided for in any
additional right to indemnification permitted under
Section 8.07.
(b) In any determination under (a), the burden of
proof is on the corporation to prove by clear and convincing
evidence that indemnification under Section 8.02 should not be
allowed.
(c) A written determination as to a director's or
officer's indemnification under Section 8.02 shall be
submitted to both the corporation and the director or officer
within 60 days of the selection made under (a).
(d) If it is determined that indemnification is
required under Section 8.02, the corporation shall pay all
liabilities and expenses not prohibited by Section 8.04 within
ten (10) days after receipt of the written determination under
(c). The corporation shall also pay all expenses incurred by
the director or officer in the determination process under
(a).
8.06 Advance of Expenses. Within ten (10) days after receipt
of a written request by a director or officer who is a party to a proceeding,
the corporation shall pay or reimburse his or her reasonable expenses as
incurred if the director or officer provides the corporation with all of the
following:
(a) 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.
(b) A written undertaking, executed personally or on
his or her behalf, to repay the allowance to the extent that
it is ultimately determined under Section 8.05 that
indemnification under Section 8.02 is not required and that
indemnification is not ordered by a court under Section
8.08(b)(2). The
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undertaking under this subsection shall be an unlimited
general obligation of the director or officer and may be
accepted without reference to his or her ability to repay the
allowance. The undertaking may be secured or unsecured.
8.07 Nonexclusivity.
(a) Except as provided in (b), Sections 8.01, 8.02
and 8.06 do not preclude any additional right to
indemnification or allowance of expenses that a director or
officer may have under any of the following:
(1) The Articles of Incorporation.
(2) A written agreement between the director
or officer and the corporation.
(3) A resolution of the Board of Directors.
(4) A resolution, after notice, adopted by a
majority vote of all of the corporation's voting
shares then issued and outstanding.
(b) Regardless of the existence of an additional
right under (a), the corporation shall not indemnify a
director or officer, or permit a director or officer to retain
any allowance of expenses unless it is determined by or on
behalf of the corporation that the director or officer did not
breach or fail to perform a duty he or she owes to the
corporation which constitutes conduct under Section
8.02(a)(1), (2), (3) or (4). A director or officer who is a
party to the same or related proceeding for which
indemnification or an allowance of expenses is sought may not
participate in a determination under this subsection.
(c) Sections 8.01 to 8.14 do not affect the
corporation's power to pay or reimburse expenses incurred by a
director or officer in any of the following circumstances.
(1) As a witness in a proceeding to which he
or she is not a party.
(2) As a plaintiff or petitioner in a
proceeding because he or she is or was an employee,
agent, director or officer of the corporation.
8.08 Court-Ordered Indemnification.
(a) Except as provided otherwise by written agreement
between the director or officer and the corporation, a
director or officer who is a party to a proceeding may apply
for indemnification to the court conducting the proceeding or
to another court of competent jurisdiction. Application shall
be made for an initial determination by the court under
Section 8.05(a)(5) or for review by the court of an adverse
determination under Section 8.05(a) (1), (2), (3), (4) or (6).
After receipt of an application, the court shall give any
notice it considers necessary.
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(b) The court shall order indemnification if it
determines any of the following:
(1) That the director or officer is entitled
to indemnification under Sections 8.01 or 8.02.
(2) That the director or officer is fairly
and reasonably entitled to indemnification in view of
all the relevant circumstances, regardless of whether
indemnification is required under Section 8.02.
(c) If the court determines under (b) that the
director or officer is entitled to indemnification, the
corporation shall pay the director's or officer's expenses
incurred to obtain the court-ordered indemnification.
8.09 Indemnification and Allowance of Expenses of Employees
and Agents. The corporation shall indemnify an employee of the corporation who
is not a director or officer of the corporation, to the extent that he or she
has been successful on the merits or otherwise in defense of a proceeding, for
all expenses incurred in the proceeding if the employee was a party because he
or she was an employee of the corporation. In addition, the corporation may
indemnify and allow reasonable expenses of an employee or agent who is not a
director or officer of the corporation to the extent provided by the Articles of
Incorporation or these Bylaws, by general or specific action of the Board of
Directors or by contract.
8.10 Insurance. The corporation may purchase and maintain
insurance on behalf of an individual who is an employee, agent, director or
officer of the corporation against liability asserted against or incurred by the
individual in his or her capacity as an employee, agent, director or officer,
regardless of whether the corporation is required or authorized to indemnify or
allow expenses to the individual against the same liability under Sections 8.01,
8.02, 8.06, 8.07 and 8.09.
8.11 Securities Law Claims.
(a) Pursuant to the public policy of the State of
Wisconsin, the corporation shall provide indemnification and
allowance of expenses and may insure for any liability
incurred in connection with a proceeding involving securities
regulation described under (b) to the extent required or
permitted under Sections 8.01 to 8.10.
(b) Sections 8.01 to 8.10 apply, to the extent
applicable to any other proceeding, to any proceeding
involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities,
securities brokers or dealers, or investment companies or
investment advisers.
8.12 Liberal Construction. In order for the corporation to
obtain and retain qualified directors, officers and employees, the foregoing
provisions shall be liberally administered in order to afford maximum
indemnification of directors, officers and, where Section 8.09 of these Bylaws
applies, employees. The indemnification above provided for shall be granted in
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all applicable cases unless to do so would clearly contravene law, controlling
precedent or public policy.
8.13 Definitions Applicable to this Article. For purposes of
this Article:
(a) "Affiliate" shall include, without limitation,
any corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise that directly or indirectly
through one or more intermediaries, controls or is controlled
by, or is under common control with, the corporation.
(b) "Corporation" means this corporation and any
domestic or foreign predecessor of this corporation where the
predecessor corporation's existence ceased upon the
consummation of a merger or other transaction.
(c) "Director or officer" means any of the following:
(1) An individual who is or was a director
or officer of this corporation.
(2) An individual who, while a director or
officer of this corporation, is or was serving at the
corporation's request as a director, officer,
partner, trustee, member of any governing or
decision-making committee, employee or agent of
another corporation or foreign corporation,
partnership, joint venture, trust or other
enterprise.
(3) An individual who, while a director or
officer of this corporation, is or was serving an
employee benefit plan because his or her duties to
the corporation also impose duties on, or otherwise
involve services by, the person to the plan or to
participants in or beneficiaries of the plan.
(4) Unless the context requires otherwise,
the estate or personal representative of a director
or officer.
For purposes of this Article, it shall be conclusively
presumed that any director or officer serving as a director,
officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of an affiliate
shall be so serving at the request of the corporation.
(d) "Expenses" include fees, costs, charges,
disbursements, attorney fees and other expenses incurred in
connection with a proceeding.
(e) "Liability" includes the obligation to pay a
judgment, settlement, penalty, assessment, forfeiture or fine,
including an excise tax assessed with respect to an employee
benefit plan, and reasonable expenses.
(f) "Party" includes an individual who was or is, or
who is threatened to be made, a named defendant or respondent
in a proceeding.
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(g) "Proceeding" means any threatened, pending or
completed civil, criminal, administrative or investigative
action, suit, arbitration or other proceeding, whether formal
or informal, which involves foreign, federal, state or local
law and which is brought by or in the right of the corporation
or by any other person.
ARTICLE IX. SEAL
The Board of Directors may provide a corporate seal which may
be circular in form and have inscribed thereon the name of the corporation and
the state of incorporation and the words "Corporate Seal."
ARTICLE X. AMENDMENTS
10.01. By Shareholders. These Bylaws may be amended or
repealed and new Bylaws may be adopted by the shareholders by the vote provided
in Section 2.07 of these Bylaws or as specifically provided below. If authorized
by the Articles of Incorporation, the shareholders may adopt or amend a Bylaw
that fixes a greater or lower quorum requirement or a greater voting requirement
for shareholders or voting groups of shareholders than otherwise is provided in
the Wisconsin Business Corporation Law. The adoption or amendment of a Bylaw
that adds, changes or deletes a greater or lower quorum requirement or a greater
voting requirement for shareholders must meet the same quorum requirement and be
adopted by the same vote and voting groups required to take action under the
quorum and voting requirement then in effect.
10.02. By Directors. Except as the Articles of Incorporation
may otherwise provide, these Bylaws may also be amended or repealed and new
Bylaws may be adopted by the Board of Directors by the vote provided in Section
3.08, but (a) no Bylaw adopted by the shareholders shall be amended, repealed or
readopted by the Board of Directors if the Bylaw so adopted so provides and (b)
a Bylaw adopted or amended by the shareholders that fixes a greater or lower
quorum requirement or a greater voting requirement for the Board of Directors
than otherwise is provided in the Wisconsin Business Corporation Law may not be
amended or repealed by the Board of Directors unless the Bylaw expressly
provides that it may be amended or repealed by a specified vote of the Board of
Directors. Action by the Board of Directors to adopt or amend a Bylaw that
changes the quorum or voting requirement for the Board of Directors must meet
the same quorum requirement and be adopted by the same vote required to take
action under the quorum and voting requirement then in effect, unless a
different voting requirement is specified as provided by the preceding sentence.
A Bylaw that fixes a greater or lower quorum requirement or a greater voting
requirement for shareholders or voting groups of shareholders than otherwise is
provided in the Wisconsin Business Corporation Law may not be adopted, amended
or repealed by the Board of Directors.
10.03. Implied Amendments. Any action taken or authorized by
the shareholders or by the Board of Directors, which would be inconsistent with
the Bylaws then in effect but is
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taken or authorized by a vote that would be sufficient to amend the Bylaws so
that the Bylaws would be consistent with such action, shall be given the same
effect as though the Bylaws had been temporarily amended or suspended so far,
but only so far, as is necessary to permit the specific action so taken or
authorized.
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