EXHIBIT 3.2(e)
BY-LAWS
OF MARQUETTE MEDICAL SYSTEMS, INC.
(Formerly Known as Marquette Electronics, Inc.)
(AS AMENDED AND RESTATED AS OF JUNE 24, 1997)
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 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
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
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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 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 reason able
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.
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
repre sented, 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 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 corp oration 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 corpora tion, 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 estab lishment 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.
ARTICLE III
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BOARD OF DIRECTORS
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Section 1 -- General Powers.
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Number. The principal officers of the Corporation shall be a
Chairman of the Board, a President and Chief Operating Officer, Vice
Presidents, Divisional 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 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 -- Number, Tenure and Qualifications.
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The number of directors of the corporation shall be six (6).
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
given to any director of the corporation under the provisions of these by-
laws or under the provisions of the articles of incorpora tion 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 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 elec tion, 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 compensa tion of
all directors for services to the corporation as directors, officers or
otherwise, or may delegate such authority to an appro priate committee.
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 supple mented 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 responsibili ties 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 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 sub sidiaries 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 respon sibilities 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 recom mending to the Board of Directors, prior
to the annual share holders' 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-Presi dents, 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 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 unavail able, preside, as Chairman, at all
meetings of the shareholders and of the Board of Directors. He may sign,
with the Secretary or any 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 7 -- The Vice-Presidents.
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In the absence of the President or in the event of his 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 8 -- The Division Presidents.
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One or more Division Presidents, each of whose division shall be
identified as part of his title, may be elected to manage and operate a
business division of the Corporation recognized by the Board of Directors
and shall report to the President and Chairman of the Board.
Section 9 -- The Secretary.
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The Secretary shall: (a) keep the minutes of the share holders'
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 corpora tion 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 postoffice address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice-President, certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office
of Secretary and 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 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, 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 corpora tion may maintain one or more
registry offices or agencies, each under the control of a Registrar, where
the shares may be reg istered. 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 certifi
cate 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 certifi cates
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 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 Regulations.
--------- -----------------
The Board of Directors shall have the power and author ity to
make all such further rules and regulations not incon sistent 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 share holders of the corporation, a resolution of its
Board of Directors or under the corporation's Articles of Incorporation, as
amended 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
applic able 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
----------
Conflicts of Interest
---------------------
1. A Director shall be considered to have a conflict of interest
if:
(a) The Director has existing or potential financial or
other interests which impair or might reasonably appear to impair their
independent, unbiased judgment in the discharge of their responsibilities
to the Corporation.
(b) Directors are aware that a member of their family (which for
the purposes of this paragraph shall be a spouse, parents, siblings,
children, and any other relative if the latter resides in the same
household as the Director) has such existing or potential or other
interests.
(c) Any organization in which the Director (or member of their
family) is an officer, director, employee, member, partner, trustee, or
controlling stockholder has such existing or potential or other interests.
2. The following guidelines exist in cases where a real or
perceived conflict of interest exists:
(a) The Director shall disclose to the Board any possible
conflict of interest at the earliest practical time.
(b) No Director shall vote on any matter under consideration at a
Board or Committee meeting, in which such director has a conflict of
interest.
(c) The minutes of such meeting shall reflect that a disclosure
was made and that the Director having a conflict of interest abstained from
voting.
(d) Any Director who is uncertain whether a conflict of interest
may exist in any matter may request the Board or Committee to resolve the
questions by majority vote.
ARTICLE XII
-----------
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 corpora tion.
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.