EXHIBIT 3.102
BYLAWS
OF
THE PROGRESSIVE STEP CORPORATION
ARTICLE I.
OFFICES
Section 1.01 PRINCIPAL AND BUSINESS OFFICES. The corporation
may have such principal and other business offices, either within or without the
State of Wisconsin, as the Board of Directors may designate or as the business
of the corporation may require from time to time.
Section 1.02 REGISTERED OFFICE. The registered office of the
corporation required by the Wisconsin Statutes 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 in the manner permitted by Wisconsin Statutes. The business office
of the registered agent of the corporation shall be identical to such registered
office.
ARTICLE II.
SHAREHOLDERS
Section 2.01 ANNUAL MEETING. The annual meeting of the
shareholders shall be held during the fourth week of March in each year at a
time and date to be determined by or under the authority of the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Wisconsin, such meeting shall
be held on the next succeeding business day. If the election of directors shall
not be held on the day designated herein, or fixed as herein provided, for any
annual meeting of the shareholders, or at any continued session thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as convenient.
Section 2.02 SPECIAL MEETING. Special meetings of the
shareholders for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the President or the Board of Directors or by the
person designated in the written request of the holders of not less than
one-tenth (1/10) of all shares of the corporation entitled to vote at the
meeting.
Section 2.03 PLACE OF MEETING. The Board of Directors may
designate any place, either within or without the State of Wisconsin, as the
place of meeting for any annual meeting or for any special meeting called by the
Board of Directors. A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place, either within or without the State of
Wisconsin, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called the place of meeting shall be
the principal business office of the corporation in the State of Wisconsin or
such other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting
may be adjourned to reconvene at any place designated by vote of a majority of
the shares represented thereat.
Section 2.04 NOTICE OF MEETING. Written notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) days nor more than fifty (50) days before the date of the meeting,
by or at the direction of the President, or the Secretary, or other officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.
Whenever any notice is required to be given to any shareholder
to whom communication is made unlawful by any law of the United States, whenever
enacted, or by any rule, regulation, proclamation or executive order issued
under any such law, the giving of such notice to such shareholder shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such shareholder.
Section 2.05 FIXING OF RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any distribution or dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date. Such record date shall not be more than seventy (70) days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is so fixed by the board for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend or a
distribution, the record date for such determination of shareholders shall be at
the close of business on: (a) With respect to an annual shareholder meeting or
any special shareholder meeting called by the board or any person specifically
authorized by the board or these By-laws to call a meeting, the day before the
first notice is delivered to shareholders; (b) With respect to a special
shareholder's meeting demanded by the shareholders, the date the first
shareholder signs the demand; (c) With respect to the payment of a share
dividend, the date the board authorized the share dividend; (d) With respect to
actions taken in writing without a meeting, the date the first shareholder signs
a consent; and (e) With respect to a distribution to shareholders, (other than
one involving a repurchase or reacquisition of shares), the date the board
authorizes the distribution. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall be applied to any adjournment thereof unless the board
of directors fixes a new record date which it must do if the meeting is
adjourned to a date more than one hundred twenty (120) days after the date fixed
for the original meeting.
Section 2.06 SHAREHOLDER LIST. The officer or agent having
charge of the stock transfer books for shares of the corporation shall, before
each meeting of the shareholders, make a complete record of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by
each. The list must be arranged by voting group, if such exists, and within each
voting group by class or series of shares. The shareholder list must be
available for inspection by any shareholder, beginning two (2) business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting. The list shall be available at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting is to be held. A shareholder, his or her agent, or attorney is
entitled on written demand to inspect and, in a manner consistent with the
Wisconsin Business Corporation Law and these By-Laws, may copy the list during
regular business hours and at his or her expense, during the period it is
available for inspection. The corporation shall maintain the shareholder list in
written form or in another form capable of conversion into written form within a
reasonable time. Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.
Section 2.07 QUORUM. Except as otherwise provided in the
Articles of Incorporation, a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless the vote of a greater number or
voting by voting groups or classes is required by law or the Articles of
Incorporation. 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
noticed. If the Articles of Incorporation or the Wisconsin Business Corporation
Law provides for voting by a voting group(s) on a matter, action on that matter
is taken when voted upon by that voting group(s). Shares entitled to vote as a
separate voting group(s) may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Unless the Articles
of Incorporation or the Wisconsin Business Corporation Law provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter. Once a
share is represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
Section 2.08 CONDUCT OF MEETINGS. The President, and in his or
her absence, a Vice President in the order provided under Section 4.08, and in
their absence, any person chosen by the shareholders present shall call the
meeting of the shareholders to order and shall act as chairman of the meeting,
and the Secretary of the corporation shall act as secretary of all meetings of
the shareholders, but, in the absence of the Secretary, the presiding officer
may appoint any other person to act as secretary of the meeting.
Section 2.09 PROXIES. At all meetings of shareholders, a
shareholder entitled to vote may vote in person or by proxy appointed in writing
by the shareholder or by his or her duly authorized attorney in fact. Such proxy
shall be filed with the Secretary of the corporation or other officer or agent
of the corporation authorized to tabulate votes before or at the time of the
meeting. Unless the proxy appointment conspicuously states that it is
irrevocable and the proxy appointment is coupled with an interest, a proxy may
be revoked at any time before it is voted, either by written notice filed with
the Secretary or the acting secretary of the meeting or
by oral notice given by the shareholder to the presiding officer during the
meeting. The presence of a shareholder who has filed his or her proxy shall not
of itself constitute a revocation. No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy. The
board of directors shall have the power and authority to make rules establishing
presumptions as to the validity and sufficiency of proxies.
Section 2.10 VOTING OF SHARES. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that cumulative voting in the election of
directors is provided for in the Articles of Incorporation or the voting rights
of the shares of any class or classes are otherwise enlarged, limited or denied
by the Articles of Incorporation.
Section 2.11 WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any
notice whatever is required to be given to any shareholder of the corporation
under the Articles of Incorporation or By-laws or any provision of law, a waiver
thereof in writing, signed at any time, whether before or after the time of
meeting, by the shareholder entitled to such notice, shall be deemed equivalent
to the giving of such notice; provided that such waiver in respect to any matter
of which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain the same information as would have been required
to be included in such notice, except the time and place of meeting. A
shareholder's attendance at a meeting in person or by proxy waives any objection
to (a) notice of the meeting unless the shareholder raises the objection at the
beginning of the meeting or promptly upon arrival at the meeting; and (b)
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
Section 2.12 UNANIMOUS CONSENT WITHOUT MEETING. Any action
required or permitted by the Articles of Incorporation or By-laws or any
provision of law to be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof and such consent is delivered to the corporation for
inclusion in the minute book. If the act to be taken requires that notice be
given to non-voting shareholders, the corporation shall give the non-voting
shareholders written notice of the proposed action at least ten (10) days before
the action is taken, which notice shall contain or be accompanied by the same
material that would have been required if a formal meeting had been called to
consider the action. A consent signed under this section has the effect of a
meeting vote and may be described as such in any document. Action without a
meeting may not be taken where the action is the election of Directors for which
the shareholders may vote cumulatively.
Section 2.13 TELEPHONE MEETINGS. Shareholders may participate
in and hold meetings by means of a conference telephone or similar
communications arrangement by means of which all shareholders participating in
the meeting can simultaneously hear each other, all communication during the
meeting is immediately transmitted to all shareholders participating, and each
participating shareholder is able to immediately send messages to all other
participating shareholders. Each Shareholder's identity shall be confirmed prior
to the transaction of any business at the meeting by each shareholder stating
his or her name, address as it appears on the records of the corporation, and
social security number. Participation in such a meeting shall constitute
presence in person at the meeting, except where a person participates in
the meeting for the sole and express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.
Section 2.14 VOTING FOR DIRECTORS. Unless otherwise provided
in the Articles of Incorporation, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.
ARTICLE III.
BOARD OF DIRECTORS
Section 3.01 GENERAL POWERS AND NUMBER. The number of
authorized Directors of the Corporation shall be not less than 1 nor more than
15, fixed from time to time by the Shareholders. The Directors shall be elected
at the annual meeting of the Shareholders and each Director shall be elected to
serve until his successor shall be elected and shall qualify.
Section 3.02 TENURE AND QUALIFICATIONS. Each Director shall
hold office until the next annual meeting of shareholders and until his or her
successor shall have been elected, or until his or her prior death, resignation
or removal. A Director may be removed from office by affirmative vote of a
majority of the outstanding shares entitled to vote for the election of such
Director, taken at a meeting of shareholders called for that purpose as provided
in Section 3.09. A Director may resign at any time by filing his or her written
resignation with the Secretary of the corporation. Directors need not be
residents of the State of Wisconsin or shareholders of the corporation.
Section 3.03 REGULAR MEETINGS. A regular meeting of the Board
of Directors shall be held without other notice than this By-law immediately
after, and at the same place as, the annual meeting of shareholders, or such
other suitable place as may be announced at such meeting of shareholders, and
each adjourned session thereof. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Wisconsin,
for the holding of additional regular meetings without other notice than such
resolution.
Section 3.04 SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called by or at the request of the President, Secretary or
any one (1) director. The person authorized to call any special meeting 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 such person, and if no other place is fixed the place of
meeting shall be the principal business office of the corporation in the State
of Wisconsin.
Section 3.05 NOTICE; WAIVER. Notice of each special meeting of
the Board of Directors shall be given by written notice delivered personally or
mailed or given by facsimile to each director at his or her business address or
at such other address as such director shall have designated in writing filed
with the Secretary, not less than forty-eight (48) hours if by mail and not less
than six (6) hours if delivered orally, or by facsimile, telegram, or by
personal delivery. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
Whenever any notice whatever is required to be given to any director of the
corporation under the Articles of Incorporation or By-laws or any
provision of law, 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 3.06 QUORUM. Except as otherwise provided by law or by
the Articles of Incorporation or these By-laws, a majority of the directors
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but a majority of the directors present (though less than
such quorum) may adjourn the meeting from time to time without further notice.
Section 3.07 MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law or
by the Articles of Incorporation or these By-laws.
Section 3.08 CONDUCT OF MEETINGS. The Chairman of the Board,
if there be one and he or she is present, or the President, and in his or her
absence the Executive Vice President, or in his or her absence, a Vice President
in the order provided under Section 4.08, and in their absence, any director
chosen by the directors present, shall call meetings of the Board of Directors
to order and shall act as chairman of the meeting. The Secretary of the
corporation shall act as secretary of all meetings of the Board of Directors,
but in the absence of the Secretary, the presiding officer may appoint any
Assistant Secretary or any director or other person present to act as Secretary
of the meeting.
Section 3.09 REMOVAL OF DIRECTORS. The shareholders may remove
one or more directors at a meeting called for that purpose and the meeting
notice shall state that a purpose of the meeting is such removal. The removal
may be with or without cause unless the Articles of Incorporation provide that
directors may only be removed with cause. If a director is elected by a voting
group of shareholders, only the shareholders, of that voting group may
participate in the vote to remove him or her. A director elected by cumulative
voting may not be removed if the number of votes sufficient to elect him or her
under cumulative voting is voted against his or her removal. If cumulative
voting is not authorized, a director may be removed only if the number of votes
cast to remove him or her exceeds the number of votes cast not to remove him or
her unless the Articles of Incorporation provide for a greater voting
requirement.
Section 3.10 VACANCIES. Unless the Articles of Incorporation
provide otherwise, any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, may be filled until
the next succeeding annual election by either the affirmative vote of the
shareholders or the affirmative vote of a majority of the directors then in
office; provided, that if the vacant office was held by a director elected by a
voting group of shareholders, only the holders of shares of that voting group
may vote to fill the vacancy if it is filled by the shareholders, and only the
remaining directors elected by that voting group may vote to fill the vacancy if
it is filled by the directors. A vacancy that will occur at a
specific later date, because of a resignation effective at a later date may be
filled before the vacancy occurs, but the new director may not take office until
the vacancy occurs.
Section 3.11 COMPENSATION. The Board of Directors,
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. The Board of Directors also shall have authority to
provide for or to delegate authority to an appropriate committee to provide for
reasonable pensions, disability or death benefits, and other benefits or
payments, to directors, officers and employees and to their estates, families,
dependents or beneficiaries on account of prior services rendered by such
directors, officers, and employees to the corporation.
Section 3.12 PRESUMPTION OF ASSENT. A director of the
corporation who is present at a meeting of the Board of Directors or a committee
thereof of which he is a member at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless the director
objects at the beginning of the meeting or promptly upon his or her arrival to
holding the meeting or transacting business at the meeting, or unless his or her
dissent shall be entered in the minutes of the meeting or unless the Director
shall file his or her written dissent to such action with the person acting as
the Secretary of the meeting before or immediately after the adjournment
thereof. Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 3.13 COMMITTEES. The Board of Directors by resolution
adopted by the affirmative vote of the greater of a majority of the Directors
then in office or the number of Directors required under the Articles of
Incorporation or these By-laws to take valid corporate action, may designate one
or more committees, each committee to consist of two or more directors elected
by the Board of Directors, 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 that no such
committee may (a) authorize distributions, (b) approve or propose to
shareholders any action that the Wisconsin Business Corporation Law requires be
approved by shareholders, (c) fill vacancies on the Board of Directors or,
except as authorized by the Board of Directors, fill vacancies on any committee
of the Board of Directors, (d) amend the Articles of Incorporation, (e) adopt,
amend or repeal By-Laws, (f) approve a plan of merger not requiring shareholder
approval, (g) authorize or approve reacquisition of shares, except according to
a formula or method prescribed by the Board of Directors, or (h) authorize or
approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or a
series of shares, except that the Board of Directors may authorize a committee
or a senior executive officer of the corporation to do so within limits
prescribed by the Board of Directors. 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 reports to the Board of Directors of its activities as the Board
of Directors may request.
Section 3.14 UNANIMOUS CONSENT WITHOUT MEETING. Any action
required or permitted by the Articles of Incorporation or By-laws or any
provision of law to be taken by the Board of Directors or committee thereof at a
meeting or by resolution may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors or
members of the committee then in office. A signed consent has the effect of a
meeting vote and may be described as such in any document.
Section 3.15 TELEPHONE MEETINGS. Directors may participate in
and hold meetings by means of a conference telephone or similar communications
arrangement by means of which all Directors participating in the meeting can
simultaneously hear each other, all communication during the meeting is
immediately transmitted to all Directors participating, and each participating
Director is able to immediately send messages to all other participating
Directors. Each Director's identity shall be verified prior to voting on action
at the meeting by each Director stating his or her name, address as it appears
on the records of the corporation, and social security number. Participation in
such a meeting shall constitute presence in person at the meeting, except where
a Director participates in the meeting for the sole and express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
ARTICLE IV.
OFFICERS
Section 4.01 NUMBER. The principal officers of the corporation
shall be a President, one (1) or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors may designate one of the Vice Presidents as the Executive Vice
President. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. If specifically
authorized by the Board of Directors, an officer may appoint one or more
officers or assistant officers. The same individual may simultaneously hold more
than one office in the corporation.
Section 4.02 ELECTION AND TERN OF OFFICE. The officers of the
corporation 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 convenient. Each officer may
hold office until his or her successor shall have been duly elected or until his
or her prior death, resignation or removal.
Section 4.03 REMOVAL. Any officer or agent may be removed by
the Board of Directors at any time, with or without cause, and notwithstanding
the contract rights, if any, of the person so removed. Any officer or assistant
officer appointed by another officer in accordance with these By-laws may be
removed by the officer who made the appointment at any time, with or without
cause, and notwithstanding the contract rights, if any, of the officer or
assistant officer so removed. Election or appointment shall not of itself create
contract rights.
Section 4.04 VACANCIES. A vacancy in any principal office
because of death, resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the term.
Section 4.05 CHAIRMAN OF THE BOARD. The Board of Directors may
elect one of its members the Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the shareholders and directors at which he is
present. He shall be ex officio a member of all standing committees and shall be
Chairman of such committees as is determined by the Board of Directors. He shall
have such other powers and duties as may from time to time be prescribed by the
By-laws or by resolution of the Board of Directors.
Section 4.06 PRESIDENT. The President shall be the principal
executive officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors subject to Section 3.08. He shall
have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the corporation as he shall
deem necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employees shall hold office at the
discretion of the President. He shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his or her place
and stead. In general, he shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 4.07 THE EXECUTIVE VICE PRESIDENT. The Executive Vice
President, if one be designated, shall assist the President in the discharge of
supervisory, managerial and executive duties and functions. In the absence of
the President or in the event of his or her death, inability or refusal to act,
the Executive Vice President shall perform the duties of the President and when
so acting shall have all the powers and duties of the President. The Executive
Vice President shall perform such other duties as from time to time may be
assigned to him or her by the Board of Directors or the President.
Section 4.08 THE VICE PRESIDENTS. In the absence of the
President and the Executive Vice President or in the event of their death,
inability or refusal to act, or in the event for any reason it shall be
impracticable for them to act personally, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their 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 Assistant Secretary, certificates for shares of the corporation; and shall
perform such other duties and have such authority as from time to time may be
delegated or assigned to him or her by the President or by the Board of
Directors. The execution of any instrument of the corporation by any Vice
President shall be conclusive evidence, as to third parties, of his or her
authority to act in the stead of the President. Vice Presidents may be
designated as the Vice President of a specified division, department or portion
of the corporation's business.
Section 4.09 THE SECRETARY. The Secretary shall: (a) keep the
minutes of the meetings of the shareholders and of the Board of Directors in one
or more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these 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
or arrange for the keeping of a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him or her by the President or by the Board
of Directors.
Section 4.10 THE TREASURER. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Section 5.04; and (c) in
general perform all of the duties incident to the office of Treasurer and have
such other duties and exercise such other authority as from time to time may be
delegated or assigned to him or her by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
Section 4.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
There shall be such number of Assistant Secretaries and Assistant Treasurers as
the Board of Directors or the President may from time to time authorize. The
Assistant Secretaries 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, 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 and have such authority as
shall from time to time be delegated or assigned to them by the Secretary or the
Treasurer, respectively, or by the President or the Board of Directors.
Section 4.12 OTHER ASSISTANTS AND ACTING OFFICERS. The Board
of Directors and the President shall have the power to appoint any person to act
as assistant to any officer, or as agent for the corporation in his or her
stead, or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
officer or other agent so appointed by the Board of Directors shall have the
power to perform all the duties of the office to which he is so appointed to be
assistant, or as to which he is so appointed to act, except as such power may be
otherwise defined or restricted by the Board of Directors.
ARTICLE V.
CONTRACTS, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS
Section 5.01 CONTRACTS. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract or execute
or deliver any instrument in the name of and on behalf of the corporation, and
such authorization may be general or confined to specific instances. In the
absence of other designation, all deeds, mortgages and instruments of assignment
or pledge made by the corporation shall be executed in the name of the
corporation by the President or one of the Vice Presidents and by the Secretary,
an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary
or an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.
Section 5.02 LOANS. No indebtedness for borrowed money 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 5.03 CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for 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 a resolution of the Board of Directors.
Section 5.04 DEPOSITS. All funds of the corporation not
otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as may be
selected by or under the authority of a resolution of the Board of Directors.
Section 5.05 VOTING OF SECURITIES OWNED BY THIS CORPORATION.
Subject always to the specific directions of the Board of Directors, (a) any
shares or other securities issued by any other corporation and owned or
controlled by this corporation may be voted at any meeting of security holders
of such other corporation by the President of this corporation if he or she be
present, or in his or her absence by the Executive Vice President if there be
one and he or she is present, or in his or her absence by any Vice President of
this corporation who may be present and (b) whenever, in the judgment of the
President or in his or her absence, the Executive Vice President if there be
one, or in his or her absence any Vice President, it is desirable for this
corporation to execute a proxy or written consent with respect to any shares or
other securities issued by any other corporation and owned by this corporation,
such proxy or consent shall be executed in the name of this corporation by the
President, the Executive Vice President, or one of the Vice Presidents of this
corporation without necessity of any authorization by the Board of Directors,
affixation of corporate seal or countersignature or attestation by another
officer. Any person or persons designated in the manner above stated as the
proxy or proxies of this corporation shall have full right, power and authority
to vote the
shares or other securities issued by such other corporation and owned by this
corporation the same as such shares or other securities might be voted by this
corporation.
ARTICLE VI.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.01 CERTIFICATES FOR SHARES. Certificates
representing shares of the corporation shall be in such form, consistent with
law, as shall be determined by the Board of Directors. Such certificates shall
be signed by the President, the Executive Vice President, or a Vice President
and by the Secretary or an Assistant Secretary. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. If the corporation is authorized to issue different classes of
shares or different series within a class, the designations, relative rights,
preferences, and limitations applicable to each class and the variations in
rights, preferences, and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series)
must be summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information on request in writing and without
charge. All certificates surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except as
provided in Section 6.06.
Section 6.02 SHARES WITHOUT CERTIFICATES. Unless the Articles
of Incorporation provide otherwise, the Board of Directors may authorize the
issuance the shares of any or all of classes or series of authorized shares of
stock of this corporation, without certificates. The authorization to issue
shares without certificates does not affect shares already represented by
certificates until they are surrendered to the corporation. Within a reasonable
time after the issuance or transfer of shares without certificates, the
corporation shall send the shareholder a written statement containing such
information as may be required by law.
Section 6.03 FACSIMILE SIGNATURES AND SEAL. The seal of the
corporation on any certificates for shares may be a facsimile. The signatures of
the President, Executive Vice President or Vice President and the Secretary or
Assistant Secretary upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation.
Section 6.04 SIGNATURE BY FORMER OFFICERS. In case any
officer, who has signed or whose facsimile signature has been placed upon any
certificate for shares, 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.
Section 6.05 TRANSFER OF SHARES. Prior to due presentment of a
certificate for shares for registration of transfer the corporation may treat
the registered owner of such shares as the person exclusively entitled to vote,
to receive notices and otherwise to exercise all the rights and powers of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner
or any other person suffering loss as a result of such registration of transfer
if (a) there were on or with the certificate the necessary endorsements, and (b)
the corporation had no duty to inquire into adverse claims or has discharged any
such duty. The corporation may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other
regulations as may be prescribed under the authority of the Board of Directors.
Section 6.06 LOST, DESTROYED OR STOLEN CERTIFICATES. Where the
owner claims that his or her certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if the
owner (a) so requests before the corporation has notice that such shares have
been acquired by a bona fide purchaser, and (b) files with the corporation a
sufficient indemnity bond, and (c) satisfies such other reasonable requirements
as the Board of Directors may prescribe.
Section 6.07 CONSIDERATION FOR SHARES. The shares of the
corporation may be issued for such consideration as shall be fixed from time to
time by the Board of Directors, provided that any shares having a par value
shall not be issued for a consideration less than the par value thereof. The
consideration to be paid for shares may consist of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes, labor
or services actually performed or contracts for services yet to be performed or
other securities of the corporation. When the corporation receives the
consideration for which the Board of Directors authorized the issuance of
shares, the shares issued for that consideration are fully paid and
nonassessable.
Section 6.08 STOCK REGULATIONS. 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 it may deem
expedient concerning the issue, transfer and registration of shares of the
corporation.
ARTICLE VII.
SEAL
The Board of Directors may provide a corporate seal which
shall be circular in form and, if so provided, such seal shall have inscribed
thereon the name of the corporation and the state of incorporation and the words
"Corporate Seal."
ARTICLE VIII.
AMENDMENTS
Section 8.01 BY SHAREHOLDERS. These By-laws may be altered,
amended or repealed and new by-laws may be adopted by the shareholders.
Section 8.02 BY DIRECTORS. These By-laws may also be altered,
amended or repealed and new by-laws may be adopted by the Board of Directors,
provided that no such amendment shall amend or alter any prior amendment adopted
by the shareholders pursuant to Section 8.01.
Section 8.03 IMPLIED AMENDMENTS. Any action taken or
authorized by the shareholders or by the Board of Directors, which would be
inconsistent with the By-laws then in effect but is taken or authorized by
affirmative vote of not less than the number of shares or the number of
Directors required to amend the By-laws so that the By-laws would be consistent
with such action, shall be given the same effect as though the By-laws had been
temporarily amended or suspended so far, but only so far, as is necessary to
permit the specific action so taken or authorized.
ARTICLE IX.
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS;
LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION
Section 9.01 LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. The corporation may indemnify its incorporator, officers, directors,
employees and agents to the full extent permitted by law.
Section 9.02 TRANSACTIONS WITH THE CORPORATION. The Board of
Directors may from time to time authorize transactions by officers, directors
and employees with the corporation. Notwithstanding the foregoing, a corporation
may not lend money to or guaranty the obligation of a director of the
corporation unless either (a) the particular loan or guaranty is approved by a
majority of the votes represented by the outstanding voting shares of all
classes, voting as a single group, except the votes of shares owned by or voted
under the control of the benefitted shareholder, or (b) the corporation's Board
of Directors determines that the loan or guaranty benefits the corporation and
either approves the specific loan or guaranty or a general plan authorizing
loans and guaranties. The foregoing limitations do not, however, apply to an
advance made to a director to defray expenses incurred by the Director in the
ordinary course of the corporation's business or to an advance to a director
that is permitted pursuant to a claim of right to indemnification.
Any contract or other transaction between the corporation and
one or more of its directors, or between the corporation and any firm of which
one or more of its directors are members or employees, or in which they are
interested, or between the corporation and any corporation or association of
which one or more of its directors are shareholders, members, directors,
officers, or employees, or in which they are interested, shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the Board of Directors of the corporation which acts upon, or in
reference to such contract or transaction, and notwithstanding his or her or
their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall,
nevertheless, authorize, approve and ratify such Contract or transaction by a
vote of a majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary to carry such
vote or as voting upon the matter. This Section shall not be construed to
invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.
ARTICLE X.
EMERGENCY BYLAWS
Unless the Articles of Incorporation provide otherwise, the
provisions of this By-law shall be effective during an emergency which, for the
purposes hereof, is defined as the occurrence of a catastrophic event which
prevents a quorum of the corporation's directors from being readily assembled.
During such an emergency, any one member of the Board of Directors or any of the
officers, may call a meeting of the Board of Directors. Notice of such meeting
need be given only to those directors whom it is practicable to reach, and may
be given in any practical manner, including by publication and radio. Such
notice shall be given at least six hours prior to commencement of the meeting.
One or more officers of the corporation present at the emergency Board meeting,
as is necessary to achieve a quorum, shall be considered to be directors for the
meeting, and shall so serve in order of rank, and within the same rank, in order
of seniority. In the event that less than a quorum of the directors are present
(including any officers who are to serve as directors for the meeting), those
directors present (including the officers serving as directors) shall constitute
a quorum. The Board as constituted above, and after notice as set forth above
may: (a) prescribe emergency powers to any officer of the corporation; (b)
delegate to any officer or director, the powers of the Board of Directors; (c)
designate lines of succession of officers and agents, in the event that any of
them are unable to discharge their duties; (d) relocate the principal place of
business, or designate successive or simultaneous principal places of business;
and (e) take any other action, convenient, helpful, or necessary to carry on the
business of the corporation.