Exhibit 3.2(a)
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AMENDED AND RESTATED
BY-LAWS
OF MARQUETTE ELECTRONICS, INC.
(as of January 8, 1996)
ARTICLE I
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OFFICES
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The principal office of the corporation in the State of Wisconsin shall
be located in the City of Milwaukee, County of Milwaukee. The corporation may
have such other 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.
The registered office of the corporation required by the Wisconsin
Business Corporation Law to be maintained in the State of Wisconsin may be, but
need not be, identical with the principal office in the State of Wisconsin, and
the address of the registered office may be changed from time to time by the
Board of Directors.
ARTICLE II
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SHAREHOLDERS
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Section 1 -- Annual Meeting.
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The annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held at such time as is specified in the notice of the
meeting on either the first Friday in July of each year or on such other date as
may be fixed by the Board of Directors of the corporation prior to the giving of
the notice of the meeting. The Board of Directors acting by resolution may
postpone or reschedule any annual meeting of shareholders.
Nominations of persons for election to the Board of Directors of the
corporation and the proposal of business to be considered by the shareholders
may be made at an annual meeting of shareholders (a) pursuant to the
corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the corporation who was a shareholder of
record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this By-Law.
For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of the foregoing
paragraph of this By-Law, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the corporation not less than 75 days nor more
than 100 days 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 advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the 100th day prior to such annual meeting and not
later than the close of business on the later of the 75th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such shareholder, as they appear on the corporation's
books, and of such beneficial owner and (ii) the class and number of shares of
the corporation which are owned beneficially and of record by such shareholder
and such beneficial owner.
Notwithstanding anything in the second sentence of the preceding
paragraph 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 of the nominees for Director or specifying the
size of the increased Board of Directors made by the corporation at least 85
days prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this By-Law 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 10th day
following the day on which such public announcement is first made by the
corporation.
Only such persons who are nominated in accordance with the procedures
set forth in these By-Laws shall be eligible to serve as directors and only such
business shall be conducted at an annual meeting of shareholders as shall have
been brought before
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the meeting in accordance with the procedures set forth in this By-Law. 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 in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal shall be disregarded.
For purposes of this By-Law, "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 Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this By-Law, 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
By-Law. Nothing in this By-Law shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
Section 2 -- Special Meetings.
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Special meetings of the shareholders for any purpose or purposes shall
be called to be held at any time upon the request of the President, a majority
of the members of the Board of Directors or of the Executive Committee then in
office or upon the written request of the holders of not less than ten (10%)
percent of all outstanding shares of the corporation. Business transacted at all
special meetings shall be confined to the specific purpose or purposes of the
persons authorized to request such special meeting as set forth in this Section
2 and only such purpose or purposes will be set forth in the notice of the
meeting. The Board of Directors acting by resolution may postpone or reschedule
any previously scheduled special meeting of shareholders.
Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be elected
(a) pursuant to the corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any shareholder of the corporation who is a
shareholder of record at the time of giving of notice provided for in this By-
Law who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law. Nominations by shareholders of
persons for election to the Board of Directors may be made at such a special
meeting of shareholders if the shareholder's notice required by the third
paragraph of Section 1 of Article I of these By-Laws shall be delivered to the
Secretary at the principal executive offices of the corporation not earlier than
the 100th day prior to such special meeting and not later than
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the close of business on the later of the 75th day prior to such special meeting
or the 10th day following the day on which such public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.
Only such persons who are nominated in accordance with the procedures
set forth in these By-Laws shall be eligible to serve as directors and only such
business shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-Law. 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 in accordance with the procedures set forth in this By-Law and,
if any proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal shall be disregarded.
Notwithstanding the foregoing provisions of this By-Law, 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
By-Law. Nothing in this By-Law shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
Section 3 -- Place of Meeting.
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All meetings of the shareholders shall be held at such place within or
without the state of Wisconsin as shall be fixed by the Board of Directors from
time to time.
Section 4 -- Notice of Meeting.
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Written notice stating the place, day and hour of the meeting and, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than ninety days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock record books of the
corporation, with postage thereon prepaid.
Section 5 -- Closing of Transfer Books or Fixing of Record Date.
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The Board of Directors may fix a future date as the record date for one
or more voting groups in order to determine the shareholders entitled to notice
of a shareholders meeting, to
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demand a special meeting, or to vote or to take any other action. The record
date may not be more than seventy days nor less than fifteen days before the
meeting or action requiring a determination of shareholders. Except as otherwise
provided by these By-Laws, a determination of shareholders entitled to notice of
or to vote at a shareholders meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it shall do
if the meeting is adjourned to a date more than one hundred twenty days after
the date fixed for the original meeting. The Board of Directors may from time to
time fix in advance a date, not more than seventy days prior to the date for the
payment of any dividend, or the date for the allotment of any rights, or the
date when any change or conversion or exchange of shares shall become effective,
as a record for the determination of the shareholders entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion, or exchange of shares, and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, notwithstanding any transfer of
any shares on the books of the corporation after any such record date so fixed.
Section 6 -- Shareholders' List For Meeting.
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After fixing a record date for a meeting, the corporation shall prepare
a list of the names of all its shareholders who are entitled to notice of a
shareholders meeting. The list shall be arranged by class or series of shares
and show the address of and number of shares held by each shareholder.
The corporation shall make the shareholders' list available for
inspection by shareholders, beginning two business days after notice of the
meeting is given for which the list was prepared 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. A shareholder or
his or her agent or attorney may, on written demand, inspect the list, and
during regular business hours and at his or her expense, during the period that
it is available for inspection under this section copy such list, provided,
however, that the shareholder's demand to copy such list is made in good faith
and for a proper purpose, that the shareholder describes with reasonable
particularity his or her purpose and that the shareholders' list that he or she
desires to copy is directly connected with his or her purpose.
The corporation will 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.
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Section 7 -- Quorum.
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A majority of the outstanding shares of the corporation entitled to
vote at the meeting, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. Though less than a quorum of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 8 -- Proxies.
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At all meetings of shareholders, a shareholder entitled to vote may
vote by proxy appointed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law.
Section 9 -- Voting of Shares.
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Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at the meeting of shareholders, except to the extent that
the voting rights of the shares of any class are limited or denied by the
Articles of Incorporation or by a resolution of the Board of Directors
designating a series of preferred stock. At each election for Directors, every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he has a right to vote,
but without the right to cumulate votes. Except with respect to the election of
Directors, and unless required by statute or determined by the chairman of the
meeting to be advisable, the vote on any question need not be by ballot. If a
quorum is present at any meeting of shareholders, the vote of the holders of a
majority of the shares cast by the holders of shares entitled to vote on the
matter shall be sufficient for the transaction of any business, except that
directors shall be elected by a plurality of shares cast by the holders of
shares entitled to vote in the election.
Section 10 -- Inspectors of Election.
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Prior to each meeting of shareholders, the Board of Directors shall
appoint not more than three Inspectors, who shall not be directors or officers
of the corporation or candidates for the office of director. Such Inspectors
shall count and report to the meeting the votes cast on all matters submitted to
a vote at
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such meeting. In the case of failure of the Board of Directors to make such
appointments, or in the case of failure of any Inspector so appointed to act,
the chairman of the meeting shall make such appointments or fill such vacancies.
Each Inspector shall be entitled to a reasonable compensation from the
corporation for his services. The Inspectors appointed to act at any meeting of
the shareholders, before entering upon the discharge of their duties, shall be
sworn faithfully to execute the duties of Inspectors at such meeting with strict
impartiality and according to the best of their ability, and the oath so taken
shall be subscribed by them.
Section 11 -- Voting Company's Shares.
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Shares of the corporation belonging to it shall not be voted directly
or indirectly at any meeting and shall not be counted in determining the total
number of outstanding shares at any given time, but shares held by this
corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
Section 12 -- Shares in Other Corporation's Name.
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Shares standing in the name of another corporation may be voted either
in person or by proxy, by the president of such corporation or any other officer
appointed by such president. A proxy executed by any principal officer of such
other corporation or assistant thereto shall be conclusive evidence of the
signer's authority to act, in the absence of express notice to this corporation,
given in writing to the secretary of this corporation, of the designation of
some other person by the board of directors or the by-laws of such other
corporation.
Section 13 -- Order of Business.
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The order of business of each meeting of the shareholders of the
corporation shall be determined by the chairman of the meeting. The chairman of
the meeting shall have the right and authority to proscribe such rules,
regulations and procedures and do all acts and things as are necessary or
desirable for the conduct of the meeting, including without limitation, the
establishment of procedures for the dismissal of business not properly
presented, the maintenance of order and safety, limitations on the time allotted
to questions or comments on the affairs of the corporation, restrictions on
entry to such meetings after the time prescribed for commencement thereof and
opening and closing of the voting polls.
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ARTICLE III
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BOARD OF DIRECTORS
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Section 1 -- General Powers.
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The business and affairs of the corporation shall be managed by and
under the direction of its Board of Directors, which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these By-Laws directed or
required to be exercised and done by the shareholders.
Section 2 -- Number, Tenure and Qualifications.
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The number of directors of the corporation shall be seven (7). Each
director shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified. Directors need not be
residents of the State of Wisconsin or shareholders of the corporation.
Section 3 -- Regular Meetings.
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Regular meetings of the Board of Directors shall be held without
further notice than this By-Law immediately after and at the same place, as the
annual meeting of shareholders, and each adjourned session thereof and on the
4th Tuesday in November, February and May of each year, at the principal offices
of the corporation at the hour of 9:00 a.m. The Chairman of the Board of the
corporation may, upon not less than five (5) days written notice to all members
of the Board of Directors, provide for a variance in the time, date or location
of any such meeting.
Section 4 -- Special Meetings.
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Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board, President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Wisconsin, as the place for
holding any special meeting of the Board of Directors called by them.
Section 5 -- Notice.
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Notice of any special meeting shall be given at least 48 hours
previously thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Whenever any notice whatever is required to be
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given to any director of the corporation under the provisions of these by-laws
or under the provisions of the articles of incorporation or under the provisions
of any statute, a waiver thereof in writing, signed at any time, whether before
or after the time of meeting, by the director entitled to such notice, shall be
deemed equivalent to the giving of such notice. The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting and objects thereat to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
Section 6 -- Quorum.
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A majority of the number of directors fixed by Section 2 of this
Article III shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but though less than such quorum is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
Section 7 -- Resignation and Removal.
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Any director may resign at any time upon giving written notice to the
corporation. Any director may be removed from office by the affirmative vote of
a majority of the shares outstanding entitled to vote for the election of such
director taken at a special meeting of shareholders called for that purpose.
Section 8 -- Vacancies.
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The Board of Directors may fill any vacancy (occurring by resignation,
removal or otherwise) in the board happening after any regular annual election
or any vacancy created by an increase in the authorized number of directors
until the next succeeding election, by the affirmative vote of a majority of the
directors then in office, although less than a quorum.
Section 9 -- Compensation.
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The Board of Directors, by affirmative vote of a majority of the
directors then in office, and irrespective of any personal interest of any of
its members may establish reasonable compensation of all directors for services
to the corporation as directors, officers or otherwise, or may delegate such
authority to an appropriate committee.
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Section 10 -- Presumption of Assent.
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A director of the corporation who is 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 his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 11 -- Committees.
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The Board of Directors by resolution adopted by the affirmative vote
of a majority of the number of directors fixed by Section 2 of this Article III
may designate an Executive Committee, an Audit Committee, a Human Resources
Committee, a Nominating and Proxy Committee, and one or more other committees,
each committee to consist of two or more directors elected by the Board of
Directors. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and shall make
such reports to the Board of Directors of its activities as the Board of
Directors may request.
Any Executive Committee which to the extent provided in said
resolution, as initially adopted, and as thereafter supplemented or amended by
further resolution adopted by a like vote, shall have and may exercise, when the
Board of Directors is not in session, the powers of the Board of Directors in
the management of the business and affairs of the corporation, except as
otherwise limited by law.
Any Human Resources Committee designated by the Board of Directors
shall consist of not less than two (2) directors who shall be neither officers
nor employees of the corporation or its subsidiaries or any person having a
relationship which, in the opinion of the Board of Directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director. The Human Resources Committee shall have the responsibility for
(a) authorizing the grant of stock options under any employee stock option plan;
(b) making recommendations to the Board of Directors with respect to the
salaries and bonuses to be paid to officers of the Company and the terms and
conditions of their employment; and (c) reviewing the overall compensation plans
and policies of the corporation, fringe benefit programs and other
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conditions of employment and recommending to the Board of Directors changes or
modifications thereof.
Any Audit Committee designated by the Board of Directors shall consist
of not less than two (2) directors who shall be neither officers nor employees
of the corporation or its subsidiaries or any person having a relationship
which, in the opinion of the Board of Directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director. The Audit Committee shall have responsibility to (a) review the
proposal by the corporation's independent public accountants for the audit of
the corporation for the current year; (b) recommend to the Board of Directors,
for appointment by the Board, the firm of independent public accountants to
audit the books, records and accounts of the corporation; (c) review all
recommendations made by the corporation's independent public accountants with
respect to accounting principles, accounting methods used and adequacy of
systems of internal control to be followed by the corporation and advise the
Board of Directors with respect thereto; (d) examine and make recommendations to
the Board of Directors with respect to the scope of the audit conducted by the
corporation's independent public accountants; (e) review and discuss with the
independent public accountants the scope of the audits performed by the
corporation's internal audit staff; and (f) assist the Board of Directors in
fulfilling its fiduciary responsibilities for financial reporting and internal
accounting controls.
Any Nominating and Proxy Committee designated by the Board of
Directors shall consist of the President and such number of other directors, not
less than two, as from time to time shall be prescribed by the Board of
Directors, who shall hold office until their respective successors are elected.
The Nominating and Proxy Committee shall have the duty and responsibility of
recommending to the Board of Directors, prior to the annual shareholders'
meeting each year, the nominees for election to the Board of Directors for whom
the corporation should solicit proxies and recommending, prior to the annual
directors' meeting each year, nominees for election as President for the ensuing
year.
ARTICLE IV
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OFFICERS
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Section 1 -- Number.
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The principal officers of the corporation shall be a Chairman of the
Board, a President, a Co-President, Vice-Presidents, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by
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the Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary and the offices of President and
Vice-President.
Section 2 -- Election and Term of Office.
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The officers of the corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
Section 3 -- Removal.
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Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best
interests of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment shall not of itself create contract rights.
Section 4 -- Vacancies.
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A vacancy in any principal office because of death, resignation,
removal, disqualification or otherwise, shall be filled by the Board of
Directors for the unexpired portion of the term.
Section 5 -- Chairman of the Board.
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The Chairman of the Board shall be the chief executive officer of the
corporation and shall have general direction over the affairs of the
corporation, subject to the control and direction of the Board of Directors. The
Chairman shall, when present, preside as chairman at all meetings of the
shareholders and the Board of Directors. The Chairman may call meetings of the
shareholders and of the Board of Directors and of the committees whenever he
deems it necessary.
Section 6 -- President.
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The President shall be the chief operating officer of the corporation
and, subject to the control of the Chairman of the Board and Board of Directors
of the corporation, shall in general supervise and control all of the business
and affairs of the corporation. He shall, when the Chairman of the Board is
unavailable, preside, as Chairman, at all meetings of the shareholders and of
the Board of Directors. He may sign, with the Secretary or any
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other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these by-
laws to some other officer or agent of the corporation, or shall be required by
law to be otherwise signed or executed; and in general shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Chairman of the Board or Board of Directors from time to time.
Section 7 -- Co-President.
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In the absence of the President, or in the event of his death,
inability or refusal to act, the Co-President shall perform the duties of the
President, and when so acting, shall have all of the powers of and be subject to
all of the restrictions upon the President. He shall also perform such duties as
may be delegated to him by the President or Chairman of the Board or as may be
prescribed by the Board of Directors, from time to time.
Section 8 -- The Vice-Presidents.
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In the absence of the President and the Co-President or in the event
of their death, inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President may sign, with the Secretary
or an Assistant Secretary certificates for shares of the corporation; and shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section 9 -- The Secretary.
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The Secretary shall: (a) keep the minutes of the shareholders' and of
the Board of Directors' meetings in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of
these by-laws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President, or a Vice-President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of
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the stock transfer books of the corporation; and (g) 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 by the President or by the Board of Directors.
Section 10 -- The Treasurer.
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If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall: (a) have charge
and custody of and be responsible for all funds and securities of the
corporation; 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 in accordance with the provisions of Article V of these By-Laws; and
(b) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors.
Section 11 -- Assistant Secretaries and Assistant Treasurers.
---------- ----------------------------------------------
The Assistant Secretaries, when authorized by the Board of Directors,
may sign with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
SECTION 12 -- Salaries.
---------- --------
The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the corporation.
ARTICLE V
---------
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
--------------------------------------
Section 1 -- Contracts.
------- ---------
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the
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corporation, and such authorization may be general or confined to specific
instances.
Section 2 -- Loans.
------- -----
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by or
under the authority of a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.
Section 3 -- Checks, Drafts, etc.
------- -------------------
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by or under the authority
of resolution of the Board of Directors.
Section 4 -- Deposits.
------- --------
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as may be selected by or under the authority of
the Board of Directors.
ARTICLE VI
----------
CERTIFICATES FOR SHARES AND THEIR TRANSFER
------------------------------------------
Section 1 -- Certificates for Shares.
------- -----------------------
The corporation shall deliver certificates representing all shares to
which shareholders are entitled. Such certificates shall be numbered and shall
be entered on the books of the corporation as they are issued and shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary of the corporation, and may be sealed with the seal of the corporation
or a facsimile thereof. The signatures of the President or Vice President,
Secretary or Assistant Secretary may be facsimiles, if the certificate is
countersigned by a transfer agent or registered by a registrar, either of which
is other than the corporation itself or an employee of the corporation. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance. There shall be set forth upon the face
or back of the certificate a statement that the corporation will furnish to any
stockholder upon request and without charge, a summary of the designations,
15
preferences, limitations and relative rights applicable to each class and, if
the corporation is authorized to issue any series, the variations in rights,
preferences and limitations between the shares of each such series so far as the
same have been fixed and determined and the authority of the Board of Directors
to fix and determine the relative rights and preferences of subsequent series.
Each certificate representing shares shall state upon the face thereof that the
corporation is organized under the laws of the State of Wisconsin, the name of
the person to whom issued, the number and class and the designation of the
series, if any, which such certificate represents and the par value of each
share represented by such certificate or a statement that the shares are without
par value. No certificate shall be issued for any share until the consideration
therefor has been fully paid.
Section 2 -- Transfer Agent.
--------- --------------
The corporation may maintain one or more transfer offices or agencies,
each under control of a Transfer Agent, where the shares of the corporation may
be transferable. The corporation may maintain one or more registry offices or
agencies, each under the control of a Registrar, where the shares may be
registered. The board of directors may make such additional rules and
regulations as it may deem expedient concerning the issue, transfer, and
registration of certificates for shares of the corporation.
Section 3 -- Transfer of Shares.
--------- ------------------
Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with any authorized
Transfer Agent, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
Section 4 -- Lost, Stolen or Destroyed Certificates.
--------- -------------------------------------
The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors, in its discretion and as a condition precedent to the
issuance thereof, may require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as
16
it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 5 -- Stock Requlations.
--------- -----------------
The Board of Directors shall have the power and authority to make all
such further rules and regulations not inconsistent with the statutes of the
State of Wisconsin as they may deem expedient concerning the issue, transfer and
registration of certificates representing shares of the corporation.
ARTICLE VII
-----------
FISCAL YEAR
-----------
The fiscal year of the corporation shall begin on the first day of May
and end on the thirtieth day of April in each year.
ARTICLE VIII
------------
DIVIDENDS
---------
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.
ARTICLE IX
----------
SEAL
----
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Wisconsin."
ARTICLE X
---------
INDEMNIFICATION
---------------
The corporation shall indemnify each officer and director of the
corporation to the full extent provided by applicable law and, in addition, in
accordance with any other rights such persons may have under a resolution of the
shareholders of the corporation, a resolution of its Board of Directors or under
the corporation's Articles of Incorporation, as amended
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and restated from time to time, or pursuant to any insurance policy, an
agreement or otherwise. Any person entitled to indemnification or to the
reimbursement or advancement of expenses hereunder may elect, to the extent
permitted by law, to have the right of indemnification (or reimbursement or
advancement of expenses) interpreted on the basis of the applicable law in
effect at the time of the occurrence of the event or events giving rise to the
action, suit or proceeding or on the basis of the applicable law in effect as of
the date these Amended and Restated By-Laws are adopted. The foregoing rights to
indemnification shall be in addition to any other rights such person may have
under a resolution of the shareholders of the corporation, a resolution of its
directors, the Articles of Incorporation of the corporation, as amended and
restated from time to time, common law, any insurance policy, any written
agreement or otherwise.
ARTICLE XI
----------
AMENDMENTS
----------
Section 1 -- Board of Directors.
--------- ------------------
The Board of Directors may from time to time, by vote of a majority of
its members, adopt, amend or repeal any and all of the By-Laws of this
corporation except such By-Laws as may have been adopted by the subscribers or
Shareholders of the corporation.
Section 2 -- Shareholders.
--------- ------------
The Shareholders may from time to time, by vote of a majority, adopt, amend or
repeal any and all of the By-Laws of the corporation.
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