AMENDED AND RESTATED BYLAWS
of
ACTUANT CORPORATION
ADOPTED
NOVEMBER 7, 1991
and
AS LAST AMENDED EFFECTIVE MAY 4, 2001
ARTICLE I. OFFICES; RECORDS; FISCAL YEAR
1.01. Principal and Business Offices. The corporation may have such
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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
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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 street address of the
registered office may be changed from time to time by any officer or by the
registered agent. The business office of the registered agent of the
corporation shall be identical to the street office of such registered office.
1.03. Corporate Records. The following documents and records shall be
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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, any written notices thereof and any written waivers of such notices.
(b) Records of actions taken by the shareholders or Board of
Directors without a meeting.
(c) Records of actions taken by committees of the Board of
Directors in place of the Board of Directors and on behalf of the Corporation.
(d) Accounting records.
(e) A record of its shareholders.
(f) Current Bylaws.
1.04. Fiscal Year. The fiscal year of the corporation shall commence
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on the first day of September and end on the last day of August.
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting. The annual meeting of the shareholders shall be
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held on the second Tuesday in January, or at such other time and date as may be
fixed by or under the authority of the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting 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
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purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairperson of the Board, if there is one, the President or the Board of
Directors. If and as required by the Wisconsin Business Corporation Law, a
special meeting shall be called upon written demand describing one or more
purposes for which it is to be held by holders of shares with at least 10% of
the votes entitled to be cast on any issue proposed to be considered at the
meeting. The purpose or
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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
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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. Notice of Shareholder Nomination(s) and/or Proposal(s).
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(a) Annual Meetings of Shareholders.
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(1) Except with respect to nomination(s) or proposal(s)
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 director(s)
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 at an
annual meeting. To be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation no later than
the close of business on the 120/th/ day nor earlier than the close of business
on the 150/th/ day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the shareholder to be timely must be so delivered not earlier
than the close of business on the 150/th/ day prior to such annual meeting and
not later than the close of business on the later of the 120/th/ day prior to
such annual meeting or the 10/th/ day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a shareholder's notice as described above.
(2) With respect to shareholder nomination(s) for the
election of directors each such notice shall set forth: (i) 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
or persons to be nominated; (ii) 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 as of the record date (or
as of the most recent practicable date if no record date has been set) and the
length of time the shares have been held) and intends to appear in person or by
attorney in fact at the meeting to nominate the person or persons specified in
the notice; (iii) 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, and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (iv) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission (whether or not such rules are applicable)
had each nominee been nominated, or intended to be nominated, by the Board of
Directors; and (v) the consent of each nominee to serve as a director of the
corporation if so elected.
(3) With respect to shareholder proposal(s) for
action(s) to be taken at an annual meeting of shareholders, the notice shall
clearly set forth: (i) the name and address of the shareholder who intends to
make the proposal(s); (ii) a representation that the shareholder is a holder of
record of the stock of the corporation entitled to vote at the meeting
(including the number of shares the shareholder owns as of the record date (or
as of the most recent practicable date if no record date has been set) and the
length of time the shares have been
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held) and intends to appear in person or by proxy to make the proposal(s)
specified in the notice; (iii) the proposal(s) and a brief supporting statement
of such proposal(s); (iv) a statement that the shareholder (or the shareholder's
legal representative) will attend the meeting and present the proposal; and (v)
such other information regarding the proposal(s) as would have been required to
be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission (whether or not such rules are applicable). A
shareholder may submit no more than two proposals for a particular meeting of
shareholders.
(4) Notwithstanding anything in the second sentence of
paragraph (a)(1) of this bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the corporation is
increased and there is no public announcement naming all the nominees for
director or specifying the size of the increased Board of Directors made by the
corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this bylaw shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the 10/th/ day following the day on which such public announcement
is first made by the corporation.
(b) Special Meetings of Shareholders.
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(1) Except with respect to 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 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 at a special meeting is delivered personally or mailed by Certified Mail-
Return Receipt Requested to the Corporate Secretary of the corporation at the
principal business office of the corporation so that it is received in a
reasonable period of time (as determined by the Board) 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.
(2) With respect to shareholder nomination(s) for the
election of directors at a special meeting, a nominating shareholder shall
comply with the notice requirements for notices of nominees pertaining to annual
meetings under paragraph (a)(2) of this bylaw. With respect to shareholder
proposal(s) for action(s) to be taken at a special meeting of shareholders, the
notice shall clearly set forth: (i) the name and address of the shareholder who
intends to make the proposal(s); (ii) a representation that the shareholder is a
holder of record of the stock of the corporation entitled to vote at the meeting
(including the number of shares the shareholder owns as of the record date (or
as of the most recent practicable date if no record date has been set) and the
length of time the shares have been held) and intends to appear in person or by
proxy to make the proposal(s) specified in the notice; (iii) the proposal(s) and
a brief supporting statement of such proposal(s); (iv) a statement that the
shareholder (or the shareholder's legal representative) will attend the meeting
and present the proposal; and (v) such other information regarding the
proposal(s) as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission
(whether or not such rules are applicable).
(c) General.
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(1) Only such persons who are nominated in accordance
with the procedures set forth in this bylaw shall be eligible to serve as
directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this bylaw. Except as otherwise provided by law, the
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Articles of Incorporation or the Bylaws of the corporation, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made, or proposed, as the
case may be, in accordance with the procedures set forth in this bylaw and, if
such proposed nomination or business is not in compliance with this bylaw, to
declare that such defective proposal or nomination shall be disregarded.
(2) For purposes of this bylaw, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commissions pursuant
to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act").
(3) Notwithstanding the foregoing provisions of this
bylaw, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this bylaw. Nothing in this bylaw shall be deemed to affect
any rights of (i) shareholders to request inclusion of proposals in the
corporation's proxy statements pursuant to Rule 14a-8 under the Exchange Act or
(ii) the holders of any series of Preferred Stock to elect directors under
specified circumstances.
2.05. Fixing of Record Date. The Board of Directors may fix in
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advance a date as the record date for one or more voting classes for any
determination of shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, or to take any other action, such date in any
case to be not more than seventy (70) days prior to the meeting or action
requiring such determination of shareholders, and may fix the record date for
determining shareholders entitled to a share dividend or distribution. If no
record date is fixed for the determination of shareholders entitled to demand a
shareholder meeting, to notice of or to vote at a meeting of shareholders, or to
consent to action without a meeting, (a) the close of business on the day before
the corporation receives the first written demand for a shareholder meeting, (b)
the close of business on the day before the first notice of the meeting is
mailed or otherwise delivered to shareholders, or (c) the close of business on
the day before the first written consent to shareholder action without a meeting
is received by the corporation, as the case may be, shall be the record date for
the determination of shareholders. If no record date is fixed for the
determination of shareholders entitled to receive a share dividend or
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares), the close of business on the day
on which the resolution of the Board of Directors is adopted declaring the
dividend or distribution shall be the record date. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment
thereof unless the Board of Directors fixes a new record date and except as
otherwise required by law. A new record date must be set if a meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.
2.06. Shareholder List. The officer or agent having charge of the
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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
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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. Refusal or 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
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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 class on a matter, represented in person or by proxy, shall
constitute a quorum of that voting class 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 class is approved if the votes cast within
the voting class 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 classes on a matter, action on that matter is taken only
when voted upon by each of those voting classes counted separately. Action may
be taken by one (1) voting class on a matter even though no action is taken by
another voting class entitled to vote on the matter. Although less than a
quorum exists at a meeting, a majority of the shares represented at the meeting
may adjourn the meeting from time to time and, unless a new record date is or
must be set for the meeting, the corporation is not required to give notice of
the new date, time or place of the meeting if the new date, time or place is
announced at the meeting before adjournment. 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. The term "voting class" as used in these Bylaws shall
have the same meaning as the term "voting group" under the Wisconsin Business
Corporation Law.
2.08. Conduct of Meetings. The Chairperson of the Board, or if there
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is none, or in his or her absence, the President, and in the President's
absence, a Vice President in the order provided under Section 4.06 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
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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
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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
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shares to elect a majority of the directors of such other corporation. However,
the prior sentence shall not limit the power of the corporation to vote any
shares, including its own shares, held by it in a fiduciary capacity. Redeemable
shares are not entitled to vote after notice of redemption is mailed to the
holders and a sum sufficient to redeem the shares has been deposited with a
bank, trust company, or other financial institution under an irrevocable
obligation to pay the holders the redemption price on surrender of the shares.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number. All corporate powers shall be
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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 seven (7). The number of
directors may be increased or decreased from time to time by amendment to this
Section adopted by the shareholders or the Board of Directors, but no decrease
shall have the effect of shortening the term of an incumbent director.
3.02. Election, Removal, Tenure and Qualifications. Unless action is
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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 of the voting class
entitled to vote for such directors in the election at a shareholders meeting at
which a quorum is present; i.e., the individuals eligible for election by a
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voting class 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 by such voting class. Votes against a candidate are not given legal
effect and are not counted as votes cast in an election of directors. In the
event two (2) or more persons tie for the last vacancy to be filled, a run-off
vote shall be taken from among the candidates receiving the tie vote. Each
director shall hold office until the next annual meeting of shareholders and
until the director's successor shall have been elected or there is a decrease in
the number of directors, or until his or her prior death, resignation or
removal. Any director may be removed from office by the affirmative vote of a
two-thirds majority of the shares outstanding of the class or classes of stock
which elected such director at a special meeting of shareholders called for that
purpose. Although the foregoing bylaw establishes a greater shareholder voting
requirement than is generally provided by the Wisconsin Business Corporation
Law, it has not been amended or repealed, and it is therefore effective pursuant
to Section 180.1706(4) or successor statutes. 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
class of shareholders, only the shareholders of that voting class may
participate in the vote to remove that director. A director may resign at any
time by delivering a written resig nation to the Board of Directors, to the
Chairperson of the Board (if there is one), or to the corporation through the
Secretary or otherwise. Directors need not be residents of the State of
Wisconsin or shareholders of the corporation. Any person who is seventy (70)
years of age or older on the date of a meeting of shareholders shall not be
eligible for election or re-election as a director at such meeting.
3.03. Regular Meetings. A regular meeting of the Board of Directors
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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 or designated in a notice sent to the directors.
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
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may be called by or at the request of either the Chairperson of the Board, if
there is one, or the President. Special meetings of any committee may be called
by or at the request of the foregoing persons or
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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)
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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 Section 3.05(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 Section 3.05(a) is
deemed to be present in person at the meeting.
3.06. Notice of Meetings. Except as otherwise provided in the
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Articles of Incorporation or the Wisconsin Business Corporation Law, notice of
the date, time and place of any special meeting of the Board of Directors and of
any special meeting of a committee of the Board shall be given orally or in
writing to each director or committee member at least 48 hours prior to the
meeting, except that notice by mail or private carrier shall be given at least
five (5) days prior to the meeting. The notice need not describe the purpose of
the meeting. Notice may be communicated in person, by telephone, telegraph or
facsimile, or by mail or private carrier. Oral notice is effective when
communicated. Written notice is effective as follows: If delivered in person,
when received; if given by mail, when deposited, postage prepaid, in the United
States mail addressed to the director at his or her business or home address (or
such other address as the director may have designated in writing filed with the
Secretary); if given by private carrier, when delivered to the private carrier,
with fees prepaid, addressed to the director at his or her business or home
address (or such other address as the director may have designated in writing
filed with the Secretary); if given by facsimile, at the time transmitted to a
facsimile number at any address designated above; and if given by telegraph,
when delivered to the telegraph company.
3.07. Quorum. Except as otherwise provided by the Wisconsin Business
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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. Although less than a quorum of the Board of Directors or a committee
is present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
3.08. Manner of Acting. Except as otherwise provided by the
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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 Chairperson of the Board, or if there
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is none, or in his or her absence, the President, and in the President's
absence, a Vice President in the order provided under Section 4.06 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
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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,
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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 class of shareholders, only the holders of shares of that voting class
may vote to fill the vacancy if it is filled by the shareholders, and only the
remaining directors elected by that voting class 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
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personal interest of any of its members, may fix the compensation of directors,
or may delegate the authority to an appropriate committee.
3.12. Presumption of Assent. A director who is present and is
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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
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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 shall consist of three (3) or more directors as
members. An Executive Committee so appointed shall have and may exercise, when
the Board of Directors is not in session, the powers of the Board of Directors
in the management of the business and affairs of the corporation, subject to the
limitations set forth in this Section 3.13 and any additional limitations
provided by resolution adopted by the affirmative vote of the directors then in
office. Committees other than an Executive Committee, to the extent provided in
the resolution adopted by the Board of Directors creating such other committees,
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
neither the Executive Committee nor any other 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 Chairperson of the Board, if there is
one, 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
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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 President,
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one or more Vice Presidents (the number and designations to be determined by the
Board of Directors), a Secretary, 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. Any two or more offices may be held by the
same person.
4.02. Resignation and Removal. An officer shall hold office until he
-----------------------
or she resigns, dies, is removed hereunder, or a different person is appointed
to the office. An officer may resign at any time by delivering an appropriate
written notice to the corporation. The resignation is effective when the notice
is delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date. Any officer may be removed by the
Board of Directors with or without cause and notwithstanding the contract
rights, if any, of the person removed. Except as provided in the preceding
sentence, the resignation or removal is subject to any remedies provided by any
contract between the officer and the corporation or otherwise provided by law.
Appointment shall not of itself create contract rights.
4.03. Vacancies. A vacancy in any 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. Chairperson of the Board. The Board of Directors may at its
------------------------
discretion appoint a Chairperson of the Board. The Chairperson of the Board, if
there is one, shall preside at all meetings of the shareholders and Board of
Directors, and shall carry out such other duties as directed by the Board of
Directors.
4.05. President. The President shall be the principal executive
---------
officer 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, in the absence of the Chairperson of the Board
(if one is appointed), preside at all meetings of the shareholders and of the
Board of Directors. The President shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he or she shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to them. Such
agents and employees shall hold office at the discretion of the President. 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; and, except as otherwise
provided by law or directed by the Board of Directors, 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 or her place
and stead. In general he or she shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of
Directors from time to time.
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4.06. 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, a 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 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.
4.07. Secretary. The Secretary shall: (a) keep (or cause to be kept)
---------
regular minutes of all meetings of the shareholders, the Board of Directors and
any committees of the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, if any, and see that the
seal of the corporation, if any, is affixed to all documents which are
authorized to be executed on behalf of the corporation under its seal; (d) keep
or arrange for the keeping of a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) keep or arrange for the keeping 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
President or by the Board of Directors.
4.08. 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 depositaries 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 President or
by the Board of Directors.
4.09. Assistants and Acting Officers. The Board of Directors or the
------------------------------
President shall have the power to appoint any person to act as assistant to any
officer, or as agent for the corporation in the officer's stead, or to perform
the duties of such officer whenever for any reason it is impracticable for such
officer to act personally, and such assistant or acting officer or other agent
so appointed by the Board of Directors or President shall have the power to
perform all the duties of the office to which that person is so appointed to be
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors or the
President.
4.10. 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,
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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 to determine variations for future series, or (b) a conspicuous
statement that the corporation will furnish the shareholder the information
described in clause (a) on request, in writing and without charge. Such
certificates shall be signed, either manually or in facsimile, by the President
or a Vice President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, 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
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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.
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. Action taken hereunder is effective when the consent is
delivered to the corporation, unless the consent specifies a different effective
date. A consent hereunder has the effect of a meeting vote and may be described
as such in any document.
7.02. Director Action Without Meeting. Unless the Articles of
-------------------------------
Incorporation provide otherwise, action required or permitted by the Wisconsin
Business Corporation Law to
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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:
(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.
-----------------------------------------
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(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 sub. (1) or, if unable
to obtain such a quorum or committee, by a majority vote of the full Board of
Directors, including directors who are parties to the same or related
proceedings.
(3) By a panel of three (3) arbitrators consisting of one
arbitrator selected by those directors entitled under sub. (2) to select
independent legal counsel, one arbitrator selected by the director or officer
seeking indemnification and one arbitrator selected by the two (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 Section 8.06(b) 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 Section 8.07(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
Section 8.07(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 Section 8.07(b).
(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 either
of the following circumstances:
(1) As a witness in a proceeding to which he or she is not a party.
(2) As a plaintiff or petitioner in a proceeding because he or she
is or was an employee, agent, director or officer of the corporation.
8.08. Court-Ordered Indemnification.
-----------------------------
(a) Except as provided otherwise by written agreement between
the director or officer and the corporation, a director or officer who is a
party to a proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. Application shall be
made for an initial determination by the court under Section 8.05(a)(5) or for
review by the court of an adverse determination under Section 8.05(a)(1), (2),
(3), (4) or (6). After receipt of an application, the court shall give any
notice it considers necessary.
(b) The court shall order indemnification if it determines
any of the following:
(1) That the director or officer is entitled to indemnification
under Sections 8.01 or 8.02.
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(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 Section 8.08(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
reasonable expenses incurred in the proceeding if the employee was a party
because he or she was an employee of the corporation. In addition, the
corporation may indemnify and allow reasonable expenses of an employee or agent
who is not a director or officer of the corporation to the extent provided by
the Articles of Incorporation or these Bylaws, by general or specific action of
the Board of Directors or by contract.
8.10. Insurance. The corporation may purchase and maintain insurance
---------
on behalf of an individual who is an employee, agent, director or officer of the
corporation against liability asserted against or incurred by the individual in
his or her capacity as an employee, agent, director or officer, regardless of
whether the corporation is required or authorized to indemnify or allow expenses
to the individual against the same liability under Sections 8.01, 8.02, 8.06,
8.07 and 8.09.
8.11. Securities Law Claims.
---------------------
(a) Pursuant to the public policy of the State of Wisconsin,
the corporation shall provide indemnification and allowance of expenses and may
insure for any liability incurred in connection with a proceeding involving
securities regulation described under Section 8.11(b) to the extent required or
permitted under Sections 8.01 to 8.10.
(b) Sections 8.01 to 8.10 apply, to the extent applicable to
any other proceeding, to any proceeding involving a federal or state statute,
rule or regulation regulating the offer, sale or purchase of securities,
securities brokers or dealers, or investment companies or investment advisers.
8.12. Liberal Construction. In order for the corporation to obtain
--------------------
and retain qualified directors, officers and employees, the foregoing provisions
shall be liberally administered in order to afford maximum indemnification of
directors, officers and, where Section 8.09 of these Bylaws applies, employees.
The indemnification above provided for shall be granted in all applicable cases
unless to do so would clearly contravene law, controlling precedent or public
policy.
8.13. Definitions Applicable to this Article. For purposes of this
--------------------------------------
Article:
(a) "Affiliate" shall include, without limitation, any
corporation, partnership, joint venture, employee benefit plan, trust or other
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.
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(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.
(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 in this Section 10.01. 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 classes 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
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same vote and voting classes 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 classes 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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