Exhibit 3.34

RESTATED BYLAWS

THE COPPS CORPORATION

(November 10, 1999)

RESTATED BYLAWS
OF
THE COPPS CORPORATION

(November 10, 1999)

TABLE OF CONTENTS

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ARTICLE 1 Identification........................................................................ 1

Section 1.01 Name.................................................................................. 1
Section 1.02 Principal and Business Offices........................................................ 1
Section 1.03 Registered Agent and Office........................................................... 1
Section 1.04 Place of Keeping Corporate Records.................................................... 1

ARTICLE 2 Shareholders.......................................................................... 1

Section 2.01 Annual Meeting........................................................................ 1
Section 2.02 Special Meetings...................................................................... 1
Section 2.03 Place of Meeting...................................................................... 1
Section 2.04 Notice of Meetings.................................................................... 2
Section 2.05 Waiver of Notice...................................................................... 2
Section 2.06 Fixing of Record Date................................................................. 2
Section 2.07 Voting List........................................................................... 3
Section 2.08 Quorum and Voting Requirements........................................................ 3
Section 2.09 Order of Business at Meetings......................................................... 3
Section 2.10 Proxies............................................................................... 4
Section 2.11 Voting of Shares...................................................................... 4
Section 2.12 Voting of Shares by Certain Holders................................................... 4
(a) Other corporations................................................................ 4
(b) Legal representatives and Fiduciaries............................................. 4
(c) Pledgees.......................................................................... 5
(d) Minors............................................................................ 5
(e) Incompetents and Spendthrifts..................................................... 5
(f) Joint Tenants..................................................................... 5
Section 2.13 Action Without a Meeting.............................................................. 5

ARTICLE 3 Board of Directors.................................................................... 6

Section 3.01 General Powers........................................................................ 6
Section 3.02 Election.............................................................................. 6
Section 3.03 Number, Tenure, and Qualifications.................................................... 6
Section 3.04 Regular Meetings...................................................................... 6
Section 3.05 Special Meetings...................................................................... 6
Section 3.06 Meetings by Electronic Means of Communication......................................... 6
Section 3.07 Notice of Meetings; Waiver of Notice.................................................. 7
Section 3.08 Quorum Requirement.................................................................... 7

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Section 3.09 Voting Requirement................................................................... 7
Section 3.10 Conduct of Meetings.................................................................. 7
Section 3.11 Vacancies............................................................................ 8
Section 3.12 Compensation and Expenses............................................................ 8
Section 3.13 Directors' Assent.................................................................... 8
Section 3.14 Committees........................................................................... 8
Section 3.15 Action Without a Meeting............................................................. 9

ARTICLE 4 Officers............................................................................. 9

Section 4.01 Number and Titles.................................................................... 9
Section 4.02 Appointment, Tenure, and Compensation................................................ 9
Section 4.03 Additional Officers, Agents, etc..................................................... 9
Section 4.04 Removal.............................................................................. 10
Section 4.05 Resignations......................................................................... 10
Section 4.06 Vacancies............................................................................ 10
Section 4.07 Powers, Authority, and Duties........................................................ 10
Section 4.08 The Chairperson of the Board......................................................... 10
Section 4.09 The President........................................................................ 10
Section 4.10 The Vice-Presidents.................................................................. 11
Section 4.11 The Secretary........................................................................ 11
Section 4.12 The Assistant Secretaries............................................................ 11
Section 4.13 The Treasurer........................................................................ 12
Section 4.14 The Assistant Treasurers............................................................. 12
Section 4.15 Compensation......................................................................... 12

ARTICLE 5 Contracts, Loans, Checks, and Deposits............................................... 13

Section 5.01 Contracts............................................................................ 13
Section 5.02 Loans................................................................................ 13
Section 5.03 Checks, Drafts, etc.................................................................. 13
Section 5.04 Deposits............................................................................. 13

ARTICLE 6 Voting of Securities Owned by the Corporation........................................ 13

Section 6.01 Authority to Vote.................................................................... 13
Section 6.02 Proxy Authorization.................................................................. 13

ARTICLE 7 Contracts Between the Corporation and Related Persons................................ 14

ARTICLE 8 Certificates for Shares and Their Transfer........................................... 14

Section 8.01 Certificates for Shares.............................................................. 14
Section 8.02 Shares Without Certificates.......................................................... 15

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Section 8.03 Facsimile Signatures................................................................. 15
Section 8.04 Signature by Former Officer.......................................................... 15
Section 8.05 Consideration for Shares............................................................. 15
Section 8.06 Transfer of Shares................................................................... 15
Section 8.07 Restrictions on Transfer............................................................. 16
Section 8.08 Lost, Destroyed, or Stolen Certificates.............................................. 16

ARTICLE 9 Inspection of Records by Shareholders................................................ 16

Section 9.01 Inspection of Bylaws................................................................. 16
Section 9.02 Inspection of Other Records.......................................................... 16

ARTICLE 10 Distributions and Share Acquisitions................................................. 16

ARTICLE 11 Indemnification...................................................................... 17

ARTICLE 12 Fiscal Year.......................................................................... 17

ARTICLE 13 Seal................................................................................. 17

ARTICLE 14 Amendments................................................................................... 17

Section 14.01 By Shareholders...................................................................... 17
Section 14.02 By Directors......................................................................... 17

iii

ARTICLE 1
Identification

Section 1.01 Name. The corporation's name is The Copps Corporation (the
"corporation").

Section 1.02 Principal and Business Offices. The corporation may have such
principal and other business offices, either within or outside the state of
Wisconsin, as the board of directors may designate or as the corporation's
business may require from time to time.

Section 1.03 Registered Agent and Office. The corporation's registered
agent may be changed from time to time by or under the authority of the board of
directors. The address of the corporation's registered office may be changed
from time to time by or under the authority of the board of directors, or by the
registered agent. The business office of the corporation's registered agent
shall be identical to the registered office. The corporation's registered office
may be, but need not be, identical with the corporation's principal office in
the state of Wisconsin.

Section 1.04 Place of Keeping Corporate Records. The records and documents
required by law to be kept by the corporation permanently shall be kept at the
corporation's principal office.

ARTICLE 2
Shareholders

Section 2.01 Annual Meeting. The annual shareholders' meeting shall be held
on the last Friday in the month of May in each year, beginning with the year
2000, at the time fixed by 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 election of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.

Section 2.02 Special Meetings. Special shareholders' meetings may be called
(1) by the president, (2) by the board of directors or such other officer(s) as
the board of directors may authorize from time to time, or (3) by the president
upon the written request of the holders of record of at least 10% of all the
votes entitled to be cast upon the matter(s) set forth as the purpose of the
meeting in the written request. Upon delivery to the president of a written
request pursuant to (3), above, stating the purpose(s) of the requested meeting,
dated and signed by the person(s) entitled to request such a meeting, it shall
be the duty of the president to give, within 30 days of such delivery, notice of
the meeting to shareholders. Notice of any special meetings shall be given in
the manner provided in Section 2.04 of these bylaws. Only business within the
purpose described in the special meeting notice shall be conducted at a special
shareholders' meeting.

Section 2.03 Place of Meeting. The board of directors may designate any
place, either within or outside the state of Wisconsin, as the place of meeting
for any annual or special shareholders' meeting or any adjourned meeting. If no
designation is made by the board of directors, the place of meeting shall be the
corporation's principal office.

Section 2.04 Notice of Meetings. The corporation shall notify each
shareholder who is entitled to vote at the meeting, and any other shareholder
entitled to notice under ch. 180, of the date, time, and place of each annual or
special shareholders' meeting. In the case of special meetings, the notice shall
also state the meeting's purpose. Unless otherwise required by ch. 180, the
meeting notice shall be given not less than 10 days nor more than 50 days before
the meeting date. Notice may be given orally or communicated in person, by
telephone, telegraph, teletype, facsimile, other form of wire or wireless
communication, private carrier, or in any other manner provided by ch. 180.
Written notice, if mailed, is effective when mailed; and such notice may be
addressed to the shareholder's address shown in the corporation's current record
of shareholders. Written notice provided in any other manner is effective when
received. Oral notice is effective when communicated.

Section 2.05 Waiver of Notice. A shareholder may waive notice of any
shareholders' meeting, before or after the date and time stated in the notice.
The waiver must be in writing, contain the same information that would have been
required in the notice (except that the time and place of the meeting need not
be stated), be signed by the shareholder, and be delivered to the corporation
for inclusion in the corporate records. A shareholder's attendance at a meeting,
in person or by proxy, waives objection to lack of notice or defective notice,
unless the shareholder at the beginning of the meeting or promptly upon arrival
objects to holding the meeting or transacting business at the meeting.

Section 2.06 Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any
shareholders' meeting, shareholders entitled to demand a special meeting under
Section 2.02 of these bylaws, or shareholders entitled to receive payment of any
distribution or dividend, or in order to make a determination of shareholders
for any other proper purpose, the board of directors may fix a future date as
the record date. The record date shall not be more than 70 days before the date
on which the particular action requiring this determination of shareholders is
to be taken. If no record date is so fixed by the board, the record date shall
be as follows:

1. With respect to an annual shareholders' meeting or any special
shareholders' meeting called by the board or any person specifically
authorized by the board or these bylaws to call a meeting, at the close of
business on the day before the first notice is delivered to shareholders

2. With respect to a special shareholders' meeting demanded by the
shareholders, on the date the first shareholder signs the demand

3. With respect to actions taken in writing without a meeting (pursuant to
Section 2.13 of these bylaws), on the date the first shareholder signs a
consent

4. With respect to determining shareholders entitled to a share dividend, on
the date the board authorizes the share dividend

5. With respect to determining shareholders entitled to a distribution (other
than a distribution involving a repurchase or reacquisition of shares), on
the date the board authorizes the distribution

6. With respect to any other matter for which such a determination is
required, as provided by law

When a determination of the shareholders entitled to vote at any shareholders'
meeting has beets made as provided in this section, the determination shall
apply to any adjournment of the meeting unless the board of directors fixes a
new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

Section 2.07 Voting List. After fixing a record date for a meeting, the
corporation shall prepare a list of the names of all of its shareholders who are
entitled to notice of a shareholders' meeting. The list shall be arranged by
class or series of shares, if any, and show the address of and number of shares
held by each shareholder. The corporation shall make the shareholders' list
available for inspection by any shareholder, beginning two business days after
notice is given of the meeting for which the list was prepared and continuing to
the meeting date, at the corporation's principal office or at the place
identified in the meeting notice in the city where the meeting will be held. A
shareholder or his or her agent or attorney may, on written demand, inspect, and
subject to any restrictions set forth in ch. 180, copy the list, during regular
business hours and at his or her expense, dig the period that it is available
for inspection. The corporation shall make the shareholders' list available at
the meeting, and any shareholder or his or her agent or attorney may inspect the
list at any time during the meeting or any adjournment.

Section 2.08 Quorum and Voting Requirements. Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter. Except as otherwise provided
by the articles of incorporation, these bylaws, or any provision of ch. 180, a
majority of the votes entitled to be cast on the matter by the voting group
shall constitute a quorum of that voting group for action on that matter. If a
quorum exists, action on a matter (other than the election of directors under
Section 3.02 of the bylaws) by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast within the
voting group opposing the action, unless the articles of incorporation, these
bylaws, or any provision of ch. 180 requires a greater number of affirmative
votes. Once a share is represented for any purpose at a meeting, other than for
the purpose of objecting to holding the meeting or transacting business at the
meeting, it is considered present for purposes of determining whether a quorum
exists, for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned meeting.
At the adjourned meeting at which a quorum is represented, any business may be
transacted that might have been transacted at the meeting as originally noticed.

Section 2.09 Order of Business at Meetings. The order of business at any
shareholders' meeting shall be as follows:

1. Roll call

2. Appointment of inspectors of election, if requested

3. Proof of proper notice of meeting or receipt of waiver of notice

If a quorum is present, the meeting shall continue with the following items of
business:

4. Approval of minutes of preceding meeting, unless dispensed with by
unanimous consent

5. Board of directors' report, if any

6. Officers' reports, if any

7. Committee reports, if any

8. Election of directors, if necessary

9. Unfinished business, if any

10. New business, if any

The order of business at any meeting may, however, be changed by the vote of
those persons in attendance, in accordance with Section 2.08 of these bylaws.
The chairperson of the meeting may designate a corporate officer or any other
person in attendance to keep and prepare minutes of the meeting.

Section 2.10 Proxies. At all shareholders' meetings, 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. A proxy appointment shall
become effective when received by the secretary or other officer or agent of the
corporation authorized to tabulate votes. Unless otherwise provided in the
appointment form, a proxy appointment may be revoked at any time before it its
voted, either by written notice filed with the secretary or other officer or
agent of the corporation authorized to tabulate votes, or by oral notice given
by the shareholder during the meeting. The presence of a shareholder who has
filed his or her proxy appointment shall not of itself constitute a revocation.
A proxy appointment shall be valid for 11 months from the date of its execution,
unless otherwise provided in the appointment form. The board of directors shall
have the power and authority to make rules establishing presumptions as to the
validity and sufficiency of proxy appointments.

Section 2.11 Voting of Shares. Each outstanding share shall be entitled to
one vote upon each matter submitted to a vote at a shareholders' meeting, except
as otherwise required by the articles of incorporation or by ch. 180.

Section 2.12 Voting of Shares by Certain Holders.

(a) Other Corporations. Shares standing in another corporation's name
may be voted either in person or by proxy, by the other corporation's president
or any other officer appointed by the president. A proxy appointment executed by
any principal officer of the other corporation or such an officer's assistant
shall be conclusive evidence of the signer's authority to act, in the absence of
express notice to this corporation, given in writing to this corporation's
secretary, or other officer or agent of this corporation authorized to tabulate
votes, of the designation of some other person by the other corporation's board
of directors or bylaws.

(b) Legal Representatives and Fiduciaries. Shares held by a personal
representative, administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver, or

assignee for creditors, in a fiduciary capacity, may be voted by the fiduciary,
either in person or by proxy, without transferring the shares into his or her
name, provided that there is filed with the secretary, before or at the time of
the meeting, proper evidence of the fiduciary's incumbency and the number of
shares held. Shares standing in a fiduciary's name may be voted by him or her,
either in person or by proxy. A proxy appointment executed by a fiduciary shall
be conclusive evidence of the fiduciary's authority to give the proxy
appointment, in the absence of express notice to the corporation, given in
writing to the secretary or other officer or agent of the corporation authorized
to tabulate votes, that this manner of voting is expressly prohibited or
otherwise directed by the document creating the fiduciary relationship.

(c) Pledgees. A shareholder whose shares are pledged shall be entitled
to vote the shares until they have been transferred into the pledgee's name, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Minors. Shares held by a minor may be voted by the minor in person
or by proxy appointment, and no such vote shall be subject to disaffirmance or
avoidance unless before the vote the secretary or other officer or agent of the
corporation authorized to tabulate votes has received written notice or has
actual knowledge that the shareholder is a minor.

(e) Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by the incompetent or spendthrift in person or by proxy
appointment, and no such vote shall be subject to disaffirmance or avoidance
unless before the vote the secretary or other officer or agent of the
corporation authorized to tabulate votes has actual knowledge that the
shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge that judicial proceedings for appointment of a guardian have been
filed.

(f) Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by one or more of the joint tenants if either (1) no
other joint tenant or his or her legal representative is present and claims the
right to participate in the voting of the shares or before the vote files with
the secretary or other officer or agent of the corporation authorized to
tabulate votes a contrary written voting authorization or direction or written
denial of authority of the joint tenant present or signing the proxy appointment
proposed to be voted, or (2) all other joint tenants are deceased and the
secretary or other officer or agent of the corporation authorized to tabulate
votes has no actual knowledge that the survivor has been adjudicated not to be
the successor to the interests of those deceased.

Section 2.13 Action Without a Meeting. Any action required or permitted by
the articles of incorporation, these bylaws, or any provision of ch. 180 to be
taken at a shareholders' meeting may be taken without a meeting if one or more
written consents, setting forth the action so taken, shall be signed by all
shareholders entitled to vote on the subject matter of the action. Action may
not, however, be taken under this Section with respect to an election of
directors for which shareholders may vote cumulatively. Action taken pursuant to
written consent shall be effective when a consent or consents, signed by all of
the shareholders, is or are delivered to the corporation for inclusion in the
corporate records, unless some other effective date is specified in the consent.
If the action to be taken requires that notice be given to nonvoting
shareholders, the corporation shall give the nonvoting shareholders written
notice of the proposed action at least

10 days before the action is taken, which notice shall comply with the
provisions of ch. 180 and shall contain or be accompanied by the same material
that would have been required to be sent to nonvoting shareholders in a notice
of meeting at which the proposed action would have been submitted to the
shareholders.

ARTICLE 3
Board of Directors

Section 3.01 General Powers. The corporation's powers shall be exercised by
or under the authority of, and its business and affairs shall be managed under
the direction of, its board of directors, subject to any limitation set forth in
the articles of incorporation.

Section 3.02 Election. Directors shall be elected by the shareholders at
each annual shareholders' meeting. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.

Section 3.03 Number, Tenure, and Qualifications. The number of directors of
the corporation shall not be less than three (3) nor more than fifteen (15).
Each director shall hold office until the next annual shareholders' meeting and
until his or hear successor shall have been elected by the shareholders or until
his or her prior death, resignation, or removal. A director may be removed from
office by a vote of the shareholders taken at any shareholders' meeting called
for that purpose, provided that a quorum is present. A director may resign at
any tune by delivering his or her written resignation that complies with the
provisions of ch. 180 to the board of directors, the chairperson of the board of
directors, or the corporation. Directors need not be residents of the state of
Wisconsin or shareholders of the corporation.

Section 3.04 Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after the annual
shareholders' meeting. The place of the regular board of directors' meeting
shall be the same as the place of the shareholders' meeting that precedes it.
The board of directors may provide, by resolution, the time and place, either
within or outside the state of Wisconsin, for the holding of additional regular
meetings.

Section 3.05 Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairperson of the board, president,
secretary or any two directors. The person or persons authorized to call special
board of directors' meetings may fix any place, either within or outside the
state of Wisconsin, as the place for holding any special board meeting called by
them, and if no other place is fixed, the meeting place shall be the
corporation's principal office ins the state of Wisconsin, but any meeting may
be adjourned to reconvene at any place designated by vote of a majority of the
directors in attendance at the meeting.

Section 3.06 Meetings by Electronic Means of Communication. To the extent
provided in these bylaws, the board of directors, or any committee of the board,
may, in addition to conducting meetings in which each director participates in
person, and notwithstanding any place set forth in the notice of the meeting or
these bylaws, conduct any regular or special meeting by the use of any
electronic means of communication, provided (1) all participating

directors may simultaneously hear each other during the meeting, or (2) 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. Before the commencement of
any business at a meeting at which any directors do not participate in person,
all participating directors shall be informed that a meeting is taking place at
which official business may be transacted.

Section 3.07 Notice of Meetings; Waiver of Notice. Notice of each board of
directors' meeting, except meetings pursuant to Section 3.04 of these bylaws,
shall be delivered to each director at his or her business address or at such
other address as the director shall have designated in writing and filed with
the secretary. Notice may be given orally or communicated in person, by
telephone, telegraph, teletype, facsimile, other form of wire or wireless
communication, private carrier, or in any other manner provided by ch. 180.
Notice shall be given not less than 48 hours before the meeting being noticed,
or 72 hours before the meeting being noticed if the notice is given by mail or
private carrier. Written notice shall be deemed given at the earlier of the time
it is received or at the time it is deposited with postage prepaid in the United
States mail or delivered to the private carrier. Oral notice is effective when
communicated. A director may waive notice required under this Section or by law
at any time, whether before or after the time of the meeting. The waiver must be
in writing, signed by the director, and retained in the corporate record book.
The director's attendance at or participation in a meeting shall constitute a
waiver of notice 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. Neither the business to be transacted at nor the
purpose of any regular or special board of directors' meeting need be specified
in the notice or waiver of notice of the meeting.

Section 3.08 Quorum Requirement. Except as otherwise provided by ch. 180,
the articles of incorporation, or these bylaws, a majority of the number of
directors as required in Section 3.03 of these bylaws shall constitute a quorum
for the transaction of business at any board of directors' meeting. A majority
of the number of directors appointed to serve on a committee as authorized in
Section 3.14 of these bylaws shall constitute a quorum for the transaction of
business at any committee meeting. These provisions shall not, however, apply to
the determination of a quorum for actions taken pursuant to Article 7 of these
bylaws or actions taken under emergency bylaws or any other provisions of these
bylaws that fix different quorum requirements.

Section 3.09 Voting Requirement. The affirmative vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the board of directors or a committee of the board of directors. This
provision shall not, however, apply to any action taken by the board of
directors pursuant to Section 3.14, Article 7, or Article 11 of these bylaws, or
in the event the affirmative vote of a greater number of directors is required
by ch. 180, the articles of incorporation, or any other provision of these
bylaws,

Section 3.10 Conduct of Meetings. The chairperson of the board of
directors, and in his or her absence, the president, and in the absence of both
of them, a vice-president in the order provided under Section 4.10 of these
bylaws, and in their absence, any director chosen by the directors present,
shall call board of directors' meetings to order and shall act as chairperson of

the meeting. The corporation's secretary shall act as secretary of all board of
directors' meetings, but in the secretary's absence, the presiding officer may
appoint any assistant secretary, director, or other person present to act as
secretary of the meeting. The chairperson of the meeting shall determine if
minutes of the meeting are to be prepared, and if minutes are to be prepared,
shall assign a person to do so.

Section 3.11 Vacancies. Any vacancy occurring on the board of directors,
including a vacancy created by an increase in the number of directors, may be
filled by the shareholders. During such time as the shareholders fail or are
unable to fill such vacancies, then and until the shareholders act the vacancy
may be filled (1) by the board of directors, or (2) if the directors remaining
in office constitute fewer than a quorum of the board, by the affirmative vote
of a majority of all directors remaining in office.

Section 3.12 Compensation and Expenses. The board of directors,
irrespective of any personal interest of any of its members, may (1) establish
reasonable compensation of all directors for services to the corporation as
directors or may delegate this authority to an appropriate committee, (2)
provide for, or delegate authority to an appropriate committee to provide for,
reasonable pensions, disability or death benefits, and other benefits or
payments to directors and to their estates, families, dependents, or
beneficiaries for prior services rendered to the corporation by the directors,
and (3) provide for reimbursement of reasonable expenses incurred in the
performance of the directors' duties, including the expense of traveling to and
from board meetings.

Section 3.13 Directors' Assent. A director of the corporation who is
present and is announced as present at a meeting of the board of directors or of
a committee of the board of which he or she is a member, at which meeting action
on any corporate matter is taken, shall be deemed to have assented to the action
taken unless (1) 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; (2) the director dissents or abstains from an action taken and
minutes of the meeting are prepared that show the director's dissent to or
abstention from the action taken; (3) the director delivers written notice that
complies with the provisions of ch. 180 of his or her dissent or abstention to
the presiding officer of the meeting before the meeting's adjournment or to the
corporation immediately after the adjournment; or (4) the director dissents or
abstains from an action taken, minutes of the meeting are prepared that fail to
show the director's dissent or abstention, and the director delivers to the
corporation a written notice of that failure that complies with the provisions
of ch. 180 promptly after receiving the minutes. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

Section 3.14 Committees. The board of directors may create and appoint
members to one or more committees, by a resolution approved by the greater of
the following: (1) a majority of the directors in office when the action is
taken, or (2) the number of directors required to take action under Section 3.09
of these bylaws. Each committee shall consist of two or more directors and
shall, unless otherwise provided by the board of directors, serve at the
pleasure of the board of directors. To the extent provided in the resolution as
initially adopted and as thereafter supplemented or amended by further
resolution adopted by a like vote, each committee 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 corporation's business and affairs, except
that a

committee may not (1) authorize distributions; (2) approve or propose to
shareholders action requiring shareholder approval; (3) appoint the principal
officers; (4) amend articles of incorporation, or amend, adopt, or repeal
bylaws; (5) approve a plan of merger not requiring shareholder approval; (6)
authorize or approve reacquisition of shares except by a formula or method
approved or prescribed by the board of directors; (7) authorize or approve the
issuance or sale or contract for sale of shares or determine the designation and
relative rights, preferences, and limitations of a class or series of shares,
except that the board of directors may authorize a committee or a senior
executive officer of the corporation to do so within limits prescribed by the
board of directors; or (8) fill vacancies on the board of directors or on
committees created pursuant to this section, unless the board of directors, by
resolution, provides that committee vacancies may be filled by a majority of the
remaining committee members. 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 the committee, upon the request of
the president or of the chairperson of the meeting. Each committee shall fix its
own rules governing the conduct of its activities and shall make such report of
its activities to the board of directors as the board may request.

Section 3.15 Action Without a Meeting. Any action required or permitted by
the articles of incorporation, these bylaws, or any provision of ch. 180 to be
taken by the board of directors at a board meeting may be taken without a
meeting if one or more written consents, setting forth the action so taken,
shall be signed by all of the directors entitled to vote on the subject matter
of the action and retained in the corporate records. Action taken pursuant to
written consent shall be effective when the last director signs the consent or
upon such other effective date as is specified in the consent.

ARTICLE 4
Officers

Section 4.01 Number and Titles. The corporation's principal officers shall
be a chairperson of the board, a president, one or more vice-presidents
periodically determined by the board of directors, a secretary, and a treasurer,
each of whom shall be appointed by the board. If there is more than one
vice-president, the board may establish designations for the vice-presidencies
to identify their functions or their order. The same natural person may
simultaneously hold more than one office.

Section 4.02 Appointment, Tenure, and Compensation. The officers shall be
appointed by the board of directors, or to the extent authorized in these
bylaws, by another duly appointed officer. Each officer shall hold office until
his or her successor shall have been duly appointed or until the officer's prior
death, resignation, or removal. The board of directors or a duly authorized
committee of the board shall fix the compensation of each officer, if any.

Section 4.03 Additional Officers, Agents, etc. In addition to the officers
referred to in Section 4.01 of these bylaws, the corporation may have such other
officers, assistants to officers, acting officers, and agents as the board of
directors may deem necessary and may appoint. Each such person shall act under
his or her appointment for such period, have such authority, and perform such
duties as may be provided in these bylaws, or as the board may from time to time
determine. The board of directors may delegate to any officer the power to
appoint any

subordinate officers, assistants to officers, acting officers, or agents. In the
absence of any officer, or for any other reason the board of directors may deem
sufficient, the board may delegate, for such time as the board may determine,
any or all of an officer's powers and duties to any other officer or to any
director.

Section 4.04 Removal. The board of directors may remove any officer or
agent, but the removal shall be without prejudice to the contract rights, if
any, of the person so removed. Appointment shall not of itself create contract
rights. An officer may remove, with or without cause, any officer or assistant
officer who was appointed by that officer.

Section 4.05 Resignations. Any officer may resign at any time by giving
written notice to the corporation, the board of directors, the president, or the
secretary. Any such resignation shall take effect when the notice of resignation
is delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date. Unless otherwise specified in the
notice of resignation, the acceptance of the resignation shall not be necessary
to make it effective.

Section 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other reason shall be filled in the
manner prescribed for regular appointments to the office.

Section 4.07 Powers, Authority, and Duties. Officers of the corporation
shall have the powers and authority conferred and the duties prescribed by the
board of directors or the officer who appointed them in addition to and to the
extent not inconsistent with those specified in other sections of this Article
4.

Section 4.08 The Chairperson of the Board. The chairperson of the board of
directors shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise the
business affairs of the corporation. If and while there is an incumbent of the
office, shall preside at all shareholders' and directors' meetings at which he
or she is present. The chairperson of the board shall have and exercise general
supervision over the conduct of the corporation's affairs and over its other
officers subject, however, to the board's control. The chairperson of the board
of directors shall from time to time report to the board all matters within his
or her knowledge that the corporation's interests may require to be brought to
the board's notice.

Section 4.09 The President. The president shall be the principal operating
officer of the corporation and, subject to the control of the board of directors
and chair person of the board, shall, in general, supervise and control all the
operations of the corporation. If and while there is no incumbent in the office
of the chairperson of the board of directors, and during the chair's absence or
disability, the president shall have the duties and authority specified in
Section 4.08 of these bylaws. The president shall have the authority to sign,
execute, and deliver in the corporation's name all instruments either when
specifically authorized by the board of directors or when required or deemed
necessary or advisable by the president in the ordinary conduct of the
corporation's normal business, except in cases where the signing and execution
of the instrument shall be expressly delegated by these Bylaws or by the board
to some other officer(s) or agent(s) of the corporation or shall be required by
law to be signed or executed by some other

officer or agent. In addition, the president shall perform all duties incumbent
to the office of the president and such other duties as from time to time may be
assigned to him or her by the board of directors.

Section 4.10 The Vice-Presidents. In the president's absence, or in the
event of his or her death or inability or refusal to act, or if for any reason
it shall be impractical for the president to act personally, the vice-president
(or if there is more than one vice-president, the vice-presidents in the order
designated by the board of directors, or in the absence of any designation, 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. Each vice-president shall perform such other
duties and have such authority as from time to time may be delegated or assigned
to him or her by the president or by the board of directors. The execution of
any instrument of the corporation by any vice-president shall be conclusive
evidence, as to third parties, of his or her authority to act in the president's
place.

Section 4.11 The Secretary. The secretary shall:

1. keep any minutes of the shareholders and of the board of directors and its
committees in one or more books provided for that purpose;

2. see that all notices are duly given in accordance with these bylaws or as
required by law;

3. be custodian of the corporation's corporate records and see that the books,
reports, statements, certificates, and all other documents and records
required bylaw are properly kept and filed;

4. have charge, directly or through such transfer agent or agents and
registrar or registrars as the board of directors may appoint, of the
issue, transfer, and registration of certificates for shares in the
corporation and of the records thereof, such records to be kept in such
manner as to show at arty time the number of shares in the corporation
issued and outstanding, the manner in which and time when such shares were
paid for, the names and addresses of the shareholders of record, the
numbers and classes of shares held by each, and the time when each became a
shareholder;

5. exhibit at reasonable times upon the request of any director the records of
the issue, transfer, and registration of the corporation's share certifies,
at the place where those records are kept, and have these records available
at each shareholders' meeting; and

6. in general, perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him or her by the
board of directors or the president.

Section 4.12 The Assistant Secretaries. The assistant secretaries shall
perform such duties as from time to time may be assigned to them individually or
collectively by the board of directors, the president, or the secretary. In the
event of the secretary's absence or disability, one or more of the assistant
secretaries may perform such duties of the secretary as the secretary, the
president, or the board of directors may designate.

Section 4.13 The Treasurer. The treasurer shall:

1. have charge and custody of, and be responsible for, all of the
corporation's funds and securities; receive and give receipts for monies
due and payable to the corporation from any source whatsoever; deposit all
such monies in the corporation's name in such banks, financial
institutions, trust companies, or other depositories as shall be selected
in accordance with the provisions of Section 5.04 of these bylaws; cause
such funds to be disbursed by checks or drafts on the corporation's
authorized depositories, signed as the board of directors may require; and
be responsible for the accuracy of the amounts of, and cause to be
preserved proper vouchers for, all monies disbursed;

2. have the right to require from time to time reports or statements giving
such information as he or she may desire with respect to any and all of the
corporation's financial transactions from the officers, employees, or
agents transacting the same;

3. keep or cause to be kept, at the corporation's principal office or such
other office or offices as the board of directors shall from time to time
designate, correct records of the corporation's funds, business, and
transactions, and exhibit those records to any director of the corporation
upon request at that office;

4. deliver to the board of directors, the chairperson of the board, or the
president whenever requested an account of the corporation's financial
condition and of all his or her transactions as treasurer, and as soon as
possible after the close of each fiscal year, make or cause to be made and
submit to the board a like report for that fiscal year;

5. at each annual shareholders' meeting or the meeting held in lieu thereof,
furnish copies of the corporation's most current financial statement to the
shareholders and answer questions that may be raised regarding the
statement; and

6. in general, perform all duties incident to the office of treasurer and such
other duties as from time to time may be assigned to him or her by the
board of directors or the president.

If required by the board of directors, the treasurer shall furnish a bond for
the faithful discharge of his or her duties in such sum and with such surety or
sureties as the board shall determine.

Section 4.14 The Assistant Treasurers. The assistant treasurers shall
perform such duties as from time to time may be assigned to them, individually
or collectively, by the board of directors, the president, or the treasurer. In
the event of the treasurer's absence or disability, one or more of the assistant
treasurers may perform such duties of the treasurer as the treasurer, the
president, or the board of directors may designate.

Section 4.15 Compensation. The compensation of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such compensation by reason of a fact that said officer is also a
director of the corporation.

ARTICLE 5
Contracts, Loans, Checks, and Deposits

Section 5.01 Contracts. The board of directors may authorize any officer
or officers, or agent or agents, to enter into any contract or execute or
deliver any instrument in the corporation's name and on its behalf. The
authorization may be general or confined to specific instruments. When an
instrument is so executed, no other party to the instrument or any third party
shall be required to make any inquiry into the authority of the signing officer
or officers, or agent or agents,

Section 5.02 Loans. No indebtedness for borrowed money shall be contracted
on the corporation's behalf and no evidences of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the board of directors. The authorization may be general or confined to
specific instances.

Section 5.03 Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, or notes or other evidences of indebtedness issued in the
corporation's name, shall be signed by such officer or officers, or agent or
agents of the corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the board of directors.

Section 5.04 Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the corporation's credit in such banks,
trust companies, or other depositories as may be selected by or under the
authority of a resolution of the board of directors.

ARTICLE 6
Voting of Securities Owned by the Corporation

Section 6.01 Authority to Vote. Any shares or other securities issued by
any other corporation and owned or controlled by the corporation may be voted at
any meeting of the issuing corporation's security holders by the president or
secretary of this corporation if either shall be present, or in both of their
absence by any vice-president of the corporation who may be present.

Section 6.02 Proxy Authorization. Whenever, in the judgment of the
president or secretary, or in both of their absence, of any vice-president, it
is desirable for the corporation to execute a proxy appointment or written
consent with respect to any shares or other securities issued by any other
corporation and owned by the corporation, the proxy appointment or consent shall
be executed in the corporation's name by the president, secretary, or one of the
vice-presidents of the corporation, without necessity of any authorization by
the board of directors, countersignature, or attestation by another officer. Any
person or persons designated in this manner as the corporation's proxy or
proxies shall have full right, power, and authority to vote the shares or other
securities issued by the other corporation and owned by the corporation in the
same manner as the shares or other securities might be voted by the corporation.

ARTICLE 7
Contracts Between the Corporation and Related Persons

Any contract or other transaction between the corporation and one or more
of its directors, or between the corporation and any entity of which one or more
of its directors are members or employees or in which one or more of its
directors are interested, or between the corporation and any corporation or
association of which one or more of its directors are shareholders, members,
directors, officers, or employees or in which one or more of its directors are
interested, shall not be voidable by the corporation solely because of the
director's interest, whether direct or indirect, in the transaction if:

1. the material facts of the transaction and the director's interest were
disclosed or known to the board of directors or a committee of the board of
directors, and a majority of disinterested members of the board of
directors or committee authorized, approved, or specifically ratified the
transaction; or

2. the material facts of the transaction and the director's interest were
disclosed or known to the shareholders entitled to vote, and a majority of
the shares held by disinterested shareholders authorized, approved, or
specifically ratified the transaction; or

3. the transaction was fair to the corporation.

For purses of this Article 7, a majority of directors having no direct or
indirect interest in the transaction shall constitute a quorum of the board or a
committee of the board acting on the matter, and a majority of the shares
entitled to vote on the matter, whether or not present, and other than those
owned by or under the control of a director having a direct or indirect interest
in the transaction, shall constitute a quorum of the shareholders for the
purpose of acting on the matter.

ARTICLE 8
Certificates for Shares and Their Transfer

Section 8.01 Certificates for Shares. Certificates representing shares in
the corporation shall, at a minimum, state on their face all of the following:
(1) the name of the issuing corporation and that it is organized under the laws
of the state of Wisconsin; (2) the name of the person to whom issued; and (3)
the number and class of shares and the designation of the series, if any, that
the certificate represents. The share certificates shall be signed by the
president or any vice-president and by the secretary or any assistant secretary
or any other officer or officers designated by the board of directors. If the
corporation is authorized to issue different classes of shares or different
series within a class, the certificate may contain a summary of the
designations, relative rights, preferences, and limitations applicable to each
class, and the variations in rights, preferences, and limitations determined for
each series and the authority of the board of directors to determine variations
for future series. If the certificate does not include the above summary on the
front or back of the certificate, it must contain a conspicuous statement that
the corporation will furnish the shareholder with the above-described summary
information in writing, upon request and without charge. A record shall be kept
of the name of the owner or owners of the shares represented by each
certificate, the number of shares

represented by each certificate, the date of each certificate, and in case of
cancellation, the date of cancellation. Every certificate surrendered to the
corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing certificates until
the existing certificates shall have been so canceled, except in cases provided
for in Section 8.08 of these bylaws.

Section 8.02 Shares Without Certificates. The board of directors may
authorize the issuance of any shares of any of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until the certificates are surrendered to the corporation. Within a
reasonable time after the issuance or transfer of shares without certificates,
the corporation shall send the shareholder a written statement that includes (1)
all of the information required on share certificates and (2) any transfer
restrictions applicable to the shares.

Section 8.03 Facsimile Signatures. The share certificates may be signed
manually or by facsimile.

Section 8.04 Signature by Former Officer. If any officer who has signed or
whose facsimile signature has been placed upon any share certificate shall have
ceased to be an officer before the certificate is issued, the corporation may
issue the certificate with the same effect as if he or she were an officer at
the date of its issue.

Section 8.05 Consideration for Shares. The corporation's shares may be
issued for such consideration as shall be fixed from time to time by the board
of directors. The consideration to be paid for shares may be paid in cash,
promissory notes, tangible or intangible property, or services performed or
contracts for services to be performed for the corporation. When the corporation
receives payment of the consideration for which shares are to be issued, the
shares shall be deemed fully paid and nonassessable by the corporation. Before
the corporation issues shares, the, board of directors shall determine that the
consideration received or to be received for the shares is adequate. The board
of directors' determination is conclusive as to the adequacy of consideration
for the issuance of shares relative to whether the shares are validly issued,
fully paid, and nonassessable.

Section 8.06 Transfer of Shares. Transfers of shares in the corporation
shall be made on the corporation's books only by the registered shareholder, by
his or her legal guardian, executor, or administrator, or by his or her attorney
authorized by a power of attorney duly executed and filed with the corporation's
secretary or with a transfer agent appointed by the board of directors, and on
surrender of the certificate or certificates for the shares. Where a share
certificate is presented to the corporation with a request to register for
transfer, the corporation shall not be liable to the owner or any other person
suffering a loss as a result of the registration of transfer if (1) there were
on or with the certificate the necessary endorsements, and (2) the corporation
had no duty to inquire into adverse claims or has discharged the duty. The
corporation may require reasonable assurance that the endorsements are genuine
and effective in compliance with such other regulations as may be prescribed by
or under the board of directors' authority. The person in whose name shares
stand on the corporation's books shall, to the full extent permitted by law, be
deemed the owner of the shares for all purposes.

Section 8.07 Restrictions on Transfer. Restrictions on transfer of the
corporation's shares shall be noted conspicuously on the front or back of the
share certificate or contained in the information statement required by Section
8.02 of these bylaws for shares without certificates. A transfer restriction is
valid and enforceable against the holder or a transferee of the holder only if
the transfer restriction is authorized by law, and the existence of the
restriction is noted on the certificate or is contained in the information
statement, as set forth above. Unless so noted, a transfer restriction is not
enforceable against a person who does not know of the transfer restriction.

Section 8.08 Lost, Destroyed, or Stolen Certificates. If an owner claims
that his or her share certificate has been lost, destroyed, or wrongfully taken,
a new certificate shall be issued in place of the original certificate if the
owner (1) so requests before the corporation has notice that the shares have
been acquired by a bona fide purchaser; (2) files with the corporation a
sufficient indemnity bond if required by the board of directors; and (3)
satisfies such other reasonable requirements as may be prescribed by or under
the authority of the board of directors.

ARTICLE 9
Inspection of Records by Shareholders

Section 9.01 Inspection of Bylaws. Any shareholder is entitled to inspect
and copy the corporation's bylaws during regular business hours at the
corporation's principal office. The shareholder must give written notice in
accordance with the provisions of ch. 180 at least five business days before the
date of inspection.

Section 9.02 Inspection of Other Records. Any shareholder who holds at
least five percent of the corporation's outstanding shares or who has been a
holder for at least six months shall have the right to inspect and copy during
regular business hours at a reasonable location specified by the corporation any
or all of the following records: (1) excerpts from any minutes or records the
corporation is required to keep as permanent records; (2) the corporation's
accounting records; or (3) the record of shareholders or, at the corporation's
discretion, a list of the corporation's shareholders compiled no earlier than
the date of the shareholder's demand. The shareholder's demand for inspection
must be made in good faith and for a proper purpose and by delivery of written
notice, given in accordance with the provisions of ch. 180 at least five
business days before the date of inspection, stating the purpose of the
inspection and the records directly related to that purpose desired to be
inspected.

ARTICLE 10
Distributions and Share Acquisitions

The board of directors may make distributions to its shareholders or
purchase or acquire any of its shares provided (1) after the distribution,
purchase, or acquisition the corporation will be able to pay its obligations as
they become due in the usual course of its business, and (2) the distribution,
purchase, or acquisition will not cause the corporation's assets to be less than
its total liabilities plus the amount necessary to satisfy, upon distribution,
the preferential rights of shareholders whose rights are superior to those
receiving the distribution.

ARTICLE 11
Indemnification

The corporation shall, to the fullest extent authorized by ch. 180,
indemnify any director or officer of the corporation against reasonable expenses
and against liability incurred by a director or officer in a proceeding in which
he or she was a party because he or she was a director or officer of the
corporation. These indemnification rights shall not be deemed to exclude any
other rights to which the director or officer may otherwise be entitled. The
corporation shall, to the fullest extent authorized by ch. 180, indemnify any
employee who is not a director or officer of the corporation, to the extent the
employee 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. The
corporation may, to the fullest extent authorized by ch. 180, indemnify,
reimburse, or advance expenses of directors or officers.

ARTICLE 12
Fiscal Year

The fiscal year of the corporation shall begin on the last Saturday of
January or the first Saturday of February if the last Friday of January occurs
on January 31st, and shall end on the last Friday of January in each year.

ARTICLE 13
Seal

The corporation shall not have a corporate seal, and all formal corporate
documents shall carry the designation No Seal along with the signature of the
corporation's officer or officers.

ARTICLE 14
Amendments

Section 14.01 By Shareholders. The shareholders may amend or repeal these
bylaws or adopt new bylaws at any annual or special shareholders' meeting.

Section 14.02 By Directors. The board of directors may amend or repeal
these bylaws or adopt new bylaws; but no bylaw adopted or amended by the
shareholders shall be amended or repealed by the board if the bylaw so adopted
so provides.