1
Ex 3(ii)
BYLAWS
OF
PLEXUS CORP.
AS
AMENDED AND RESTATED
BY THE BOARD OF DIRECTORS
ON
MARCH 7, 2001
2
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).
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ARTICLE II. SHAREHOLDERS
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, the 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, 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
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of the new date, time, and place, if the new date, time, and place is announced
at the meeting before adjournment. If a new record date for the adjourned
meeting is or must be fixed, then notice must be given pursuant to the
requirements of paragraph (a) of this Section 2.04, to those persons who are
shareholders as of the new record date.
(c) Waiver of Notice. A shareholder may waive notice in accordance with
Article VI of these Bylaws.
(d) Contents of Notice. The notice of each special shareholder meeting
shall include a description of the purpose or purposes for which the meeting is
called. 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
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declaring the dividend or distribution shall be the record date. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof unless the Board of Directors fixes a new record date
and except as otherwise required by law. A new record date must be set if a
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.
2.06. Shareholder List. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to notice of
such meeting, arranged by class or series of shares and showing the address of
and the number of shares held by each shareholder. The shareholder list shall be
available at the meeting and may be inspected by any shareholder or his or her
agent or attorney at any time during the meeting or any adjournment. Any
shareholder or his or her agent or attorney may inspect the shareholder list
beginning two (2) business days after the notice of the meeting is given and
continuing to the date of the meeting, at the corporation's principal office or
at a place identified in the meeting notice in the city where the meeting will
be held and, subject to Section 180.1602(2)(b) 3 to 5 of the Wisconsin Business
Corporation Law, may copy the list, during regular business hours and at his or
her expense, during the period that it is available for inspection hereunder.
The original stock 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, or, if there is none, or in his or
her absence, the Chief Executive Officer, and in the Chief Executive Officer's
absence, the President, and in the President's absence, the Chief Operating
Officer, and in the Chief Operating Officer'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
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shareholders to order and shall act as chairperson of the meeting, and the
Secretary shall act as secretary of all meetings of the shareholders, but, in
the absence of the Secretary, the presiding officer may appoint any other person
to act as secretary of the meeting.
2.09. Proxies. At all meetings of shareholders, a shareholder entitled to
vote may vote in person or by proxy appointed in writing by the shareholder or
by his or her duly authorized attorney-in-fact. All proxy appointment forms
shall be filed with the Secretary or other officer or agent of the corporation
authorized to tabulate votes before or at the time of the meeting. Unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest, a proxy appointment may be revoked at any time. The
presence of a shareholder who has filed a proxy appointment shall 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
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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 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.
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(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.
(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.
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(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 particular director or nominee prior to such person's election or
re-election.
(e) A director may resign at any time by delivering a written
resignation to the Board of Directors, to the 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, the 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.
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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 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.
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3.09. Conduct of Meetings. The Chairman, or if there is none, or in his or
her absence, the Chief Executive Officer, and in the absence of the Chief
Executive Officer, the President, and in the President's absence, the Chief
Operating Officer, and in the Chief Operating Officer's absence, a Vice
President in the order provided under Section 4.07 of these Bylaws, and in their
absence, any director chosen by the directors present, shall call meetings of
the Board of Directors to order and shall chair the meeting. The Secretary of
the corporation shall act as secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may
appoint any assistant secretary or any director or other person present to act
as secretary of the meeting.
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.
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
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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, the 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 Chief Executive
Officer, a President, one or more Vice Presidents (the number and designations
to be determined by the Board of Directors), a Secretary and, if so determined
by the Board, a Treasurer, 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 shall also designate a non-executive Chairman (or
Chairperson) of the Board. 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.
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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 (Chairperson). The Board of Directors may elect a Chairman
(or Chairperson) of the Board. The Chairman shall be a non-executive position.
The Chairman shall preside at all meetings of the Board of Directors and the
shareholders; in the absence of the Chairman, the Chief Executive Officer shall
preside at such meetings. The Chairman may perform other duties as the Chief
Executive Officer or the Board may prescribe.
4.05. Chief Executive Officer. The 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. The Chief Executive Officer
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 Chief Executive Officer. The 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 Chief Executive Officer may authorize
the Chairman, the President, the Chief Operating Officer, 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 other duties as may be prescribed by the Board of Directors from time to
time. In the absence of the Chairman, the Chief Executive Officer shall preside
at meetings of the shareholders and the Board of Directors.
4.06 President. The Board of Directors shall elect a President. The
President shall perform all the duties incident to the office of President and
shall perform such duties as the Chief Executive Officer (if the President is
not the Chief Executive Officer) or the Board may prescribe. The President shall
also assist in the discharge of supervisory, managerial and executive duties and
functions. If the President is not the Chief Executive Officer, in the absence
of the Chief Executive Officer, or in the event of his death, inability or
refusal to act, the President shall perform the duties of the Chief Executive
Officer and when so acting shall have the powers and duties of the Chief
Executive Officer. The President shall have the 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
or the Chief Executive Officer, the President may authorize the Chief Operating
Officer or 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.
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4.07. Chief Operating Officer. The Chief Operating Officer, if one is
designated, shall assist the Chief Executive Officer and the President in the
discharge of supervisory, managerial and executive duties and functions. In the
absence of the Chief Executive Officer and the President, or in the event of
their death, inability or refusal to act, the Chief Operating Officer shall
perform the duties of the President and when so acting shall have the powers and
duties of the President. In general, he or she shall perform such other duties
as from time to time may be designated to him by the Board of Directors or the
Chief Executive Officer. In addition, the Chief Operating 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 or the Chief Executive Officer, the Chief
Operating Officer 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.
4.08. Vice Presidents.
(a) The Board of Directors shall appoint one or more Vice Presidents.
The Board of Directors may designate various classes, ranks or other
designations of Vice President, such as Executive Vice President and Senior
Vice President. In the event of such designations, all references to Vice
Presidents include any such persons. The Board of Directors also may
designate an order of priority among the Vice Presidents.
(b) In the absence of the Chief Executive Officer, the President and
the Chief Operating Officer, or in the event of such other officers' death,
inability or refusal to act, or in the event for any reason it shall be
impracticable for such other officers' 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 Chief Executive Officer, the President and the
Chief Operating Officer, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the Chief Executive Officer,
the President and the Chief Operating Officer. 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 Chief
Executive Officer, the President, the Chief Operating Officer 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 or other
appropriate officer.
4.09. 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
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duly given in accordance with the provisions of these Bylaws or as required by
law; (c) be custodian of the corporate records and of the seal of the
corporation, if any, and see that the seal of the corporation, if any, is
affixed to all documents which are authorized to be executed on behalf of the
corporation under its seal; (d) keep or arrange for the keeping of a register of
the post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general charge
of the stock transfer books of the corporation; and (g) in general perform all
duties incident to the office of Secretary and have such other duties and
exercise such authority as from time to time may be delegated or assigned to him
or her by the Chief Executive Officer, the President or by the Board of
Directors.
4.10. 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 Chief Executive Officer, the President or by the
Board of Directors.
4.11. Assistant and Acting Officers. The Board of Directors and the 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 Chief Executive Officer
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 Chief Executive Officer.
4.12. 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
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rights, preferences and limitations applicable to each class, and the variations
in the rights, preferences and limitations determined for each series and the
authority of the Board of Directors to determine variations for future series,
or (b) a conspicuous statement that the corporation will furnish the shareholder
the information described in clause (a) on request, in writing and without
charge. Such certificates shall be signed, either manually or in facsimile, by
the Chairman, the Chief Executive Officer, the President, the Chief Operating
Officer, 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
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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.
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.
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(2) By independent legal counsel selected by a quorum of the
Board of Directors or its committee in the manner prescribed in
subsection (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.
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(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 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
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proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. Application shall
be made for an initial determination by the court under Section 8.05(a)(5)
or for review by the court of an adverse determination under Section
8.05(a) (1), (2), (3), (4) or (6). After receipt of an application, the
court shall give any notice it considers necessary.
(b) The court shall order indemnification if it determines any of the
following:
(1) That the director or officer is entitled to indemnification
under Sections 8.01 or 8.02.
(2) That the director or officer is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
regardless of whether indemnification is required under Section 8.02.
(c) If the court determines under (b) that the director or officer is
entitled to indemnification, the corporation shall pay the director's or
officer's expenses incurred to obtain the court-ordered indemnification.
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.
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(b) Sections 8.01 to 8.10 apply, to the extent applicable to any other
proceeding, to any proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities, securities
brokers or dealers, or investment companies or investment advisers.
8.12 Liberal Construction. In order for the corporation to obtain and
retain qualified directors, officers and employees, the foregoing provisions
shall be liberally administered in order to afford maximum indemnification of
directors, officers and, where Section 8.09 of these Bylaws applies, employees.
The indemnification above provided for shall be granted in all applicable cases
unless to do so would clearly contravene law, controlling precedent or public
policy.
8.13 Definitions Applicable to this Article. For purposes of this Article:
(a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other
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
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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.
(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
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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 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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