EXHIBIT 4.2
Effective 2-21-96
BY-LAWS
OF
BAYLAKE CORP.
(a Wisconsin corporation)
INTRODUCTION-
VARIABLE REFERENCES
0.01. Date of annual shareholders' meeting (See Section 2.01): 7:00
P.M. on the first Monday of June.
0.02. Notice of Shareholder Meetings. The notice period for meetings of
the shareholders shall be not less than 21 days.
0.03. Authorized Number of Directors. The Board of Directors shall
consist of not less than 5 nor more than 17 members as shall be determined from
year to year by the stockholders at the Annual Meeting of the Corporation,
except that no director shall be removed from office prior to the expiration of
the term for which he is elected unless under the provisions of Section 3.09 of
these By-Laws.
0.04. Required notice of directors' meetings (See Section 3.05):
(A) not less than 48 hours if by mail, and
(B) not less than 24 hours if by telegram or personal delivery.
0.05. Authorized number of Vice-Presidents (See Section 4.01): Up to
five.
ARTICLE I. OFFICES
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.
1.02. Registered Office. 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 or by the registered agent. The business
office of the registered agent of the corporation shall be identified to such
registered office.
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting. The annual meeting of the shareholders shall be
held at the date and hour in each year set forth in Section 0.01, or at such
other time and date within thirty days before or 90 days after said date as may
be fixed by or under the authority of the Board of Directors, for the purpose of
electing directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting 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 for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders.
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 of all shares of the
corporation entitled to vote at the meeting.
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. The place of meeting shall be the
principal business office of the corporation, but any meeting may be adjourned
to reconvene at any place designated by vote of a majority of the shares
represented thereat.
2.04. Notice of Meeting and Nomination of Directors. Written notice of
the time, place and purpose of any meeting shall be delivered not less than the
period set forth in Section 0.02, nor more than 70 days before the date of the
meeting, either by mail or otherwise, at the direction of the persons calling
the meeting, to each person entitled to vote at such meeting. If the business at
a meeting includes the nomination and election of any directors, such
nominations shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the Corporation
not less than 14 days nor more than 70 days preceding the meeting, provided,
however, that if less than 21 days notice of the meeting is given to
stockholders, such notice shall be delivered or mailed not less than 7 business
days following the mailing of such notice of meeting. Each notice of nomination
of directors shall contain the name and address, the principal occupation or
employment, and number of shares of the Corporation beneficially owned by each
nominee and the class for which nominated. The Chairman of the meeting shall
determine whether any nomination was not made in accordance herewith and if it
is so determined, he shall so declare to the meeting and the defective
nomination shall be disregarded.
2.05. Closing of Transfer Books or 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 dividend, or in order to make a determination of
shareholder 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 days and at least ten 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 for any such determination of
shareholders, such date in any case to be not more than 70 days and, in case of
a meeting of shareholders, not less than ten days prior to such date. If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
close of business on the date on which notice of the meeting is mailed on or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders.
2.06. Voting Records. The office or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled
to vote at such meeting, or any adjournment thereof, with the address of and the
number of shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at such meeting.
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 classes is
required by law or the articles of incorporation. Though less than a quorum of
the outstanding shares are represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
2.08. Conduct of Meetings. The President, and in his absence, a
Vice-President in the order provided under Section 4.06, 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.
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 duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. Unless
otherwise provided in the proxy, 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
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.
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 the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.
2.11. Voting of Shares by Certain Holders.
(A) Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president
of such corporation or any other officer appointed by such president.
(B) Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy,
receiver, or assignee for creditors may be voted by him, either in
person or by proxy, without a transfer of such shares into his name,
provided that there is field with the Secretary before or at the time
of meeting proper evidence of his incumbency and the number of shares
held. Shares standing in the name of a fiduciary may be voted by him,
either in person or by proxy.
(C) Pledges. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
(D) Treasury Stock and Subsidiaries. Neither treasury shares, nor
shares held by another corporation if a majority of the shares entitled
to vote for the election of directors of such other corporation is held
by this corporation, shall be voted at any meeting of counted in
determining the total number of outstanding shares entitled to vote,
but shares of its own issue held by this corporation in a fiduciary
capacity, or held by such other corporation in a fiduciary capacity,
may be voted and shall be counted in determining the total number of
outstanding shares entitled to vote.
(E) Minors. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall be subject to disaffirmance
or avoidance, unless prior to such vote the Secretary of the
corporation has received written or has actual knowledge that such
shareholder is a minor.
(F) Incompetents and Spendthrifts. Shares held by an incompetent
or spendthrift may be voted by such incompetent or spendthrift in
person or by proxy and no such vote shall be subject to disaffirmance
or avoidance, unless prior to such vote the Secretary of the
corporation has actual knowledge that such shareholder has been
adjudicated an incompetent or spendthrift or actual knowledge of filing
of judicial proceedings for appointment of a guardian.
(G) Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be
voted in person or by proxy signed by any one or more of such
individuals if either (i) no other such individual or his legal
representative is present and claims the right to participate in the
voting of such shares or prior to the vote files with the Secretary of
the corporation a contrary written voting authorization or direction or
written denial of authority of the individual present or signing the
proxy proposed to be voted or (ii) all such other individuals are
deceased and the Secretary of the corporation has no actual knowledge
that the survivor has been adjudicated not to be the successor to the
interests of those deceased.
2.12. 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 the 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.
2.13. 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.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number. The business and affairs of the
corporation shall be managed by
its Board of Directors. The number of directors of the corporation shall be as
provided in Section 0.03.
3.02. Tenure and Qualification of Directors. The Board of Directors
shall be divided into three classes, as nearly equal as the number constituting
the whole board shall permit, the term of one class expiring each year. At the
Annual Meeting in 1985, Directors of the first class shall be elected to hold
office until the next Annual Meeting, Directors of the second class shall be
elected to hold office until the second Annual Meeting thereafter, and Directors
of the third class shall be elected to hold office until the third Annual
Meeting thereafter. The successors of each class whose term shall expire shall
be elected to hold office for a term expiring at the third succeeding Annual
Meeting of the Corporation. No Director shall have any significant relationship
with the ownership or management of any other financial institution, comprising
either a 10% or more beneficial ownership or executive position as an officer or
director in such institution or an affiliate thereof. Notwithstanding any other
provision of the By-Laws or as otherwise provided for by law, this section may
not be amended, altered, repealed, or otherwise changed except upon the
affirmative vote of the holders of more than 75% or more of the outstanding
shares of the Corporation entitled to vote, cast a meeting of the stockholders
for that purpose.
3.03. Annual Meeting. A regular meeting of the Board of Directors shall
be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders.
3.04. Regular Meetings. The regular meetings of the Board of Directors
shall be held at the banking house on the third Tuesday of each month at such
hour as the board may fix. When any regular meeting of the board falls upon a
holiday, the meeting shall be held upon such other day as the board shall
previously designate or, absent such designation, on the day following the
holiday. Should there be no quorum at any meeting, the directors present shall
adjourn to another date until a quorum is in attendance.
3.05. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
The President or Secretary calling 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 them, 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.
3.06. Records. The organization papers of the Bank, Articles of
Incorporation, By-Laws, and Amendments thereto, reports of standing and special
committees, and minutes of all meetings of the stockholders and directors shall
be recorded in minute books. The minutes of all such meetings shall be signed by
the presiding officer and attested by the secretary of said meeting.
3.07. Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered personally or mailed or given by written notice
delivered personally or mailed or given by telegram to each director at his
business address or at such other address as such director shall have designated
in writing filed with the Secretary, in each case not less than that number of
hours prior thereto as set forth in Section 0.04. 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 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.
3.08. Quorum. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors as
provided in Section 0.03 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) any adjourn the meeting from
time to time without further notice.
3.09. 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.
3.10. Conduct of Meetings. The Chairman, and in his absence, a Vice
Chairman in the order provided under Section 4.06, 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 Recording
Secretary of the Board of Directors 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.
3.11 Removal and Replacement of Directors. Notwithstanding any other
provision of the By-Laws of the Corporation, a Director may be removed at any
time, but only for cause and only by the affirmative vote of 67% or more of the
outstanding shares of the Corporation entitled to vote, cast at a meeting of the
stockholders called for that purpose. A Director may resign at any time by
delivering written notice to the Secretary of the Corporation. Any vacancy on
the Board, including a vacancy resulting from removal of a Director for cause,
from resignation, or from an increase in the number of Directors, shall be
filled by a majority of the Board of Directors, acting by a majority of the
Directors then in office, although less than a quorum, and any Directors so
chosen shall hold office until election of their duly qualified successors. No
decrease in the number of directorships shall shorten the term of any existing
Director. Notwithstanding any other provision of the By-Laws or as otherwise
provided for by law, this Section may not be amended, altered, repealed, or
otherwise changed except upon the affirmative vote of the holders of more than
75% or more of the outstanding shares of the Corporation entitled to vote, cast
at a meeting of the stockholders for that purpose.
3.12. Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise or
may delegate such authority to an appropriate committee. 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.
3.13. 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 his dissent shall be
entered in the minutes of the meeting of 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.
3.14. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors as provided in Section
0.03 may designate one or more committees, each committee to consist of three 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 action in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or committees
created pursuant to this section. 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.
3.15. 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 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 then in office.
ARTICLE IV. OFFICERS
4.01. Number. The principal officers of the corporation shall be a
President, the number of Vice-Presidents as provided in Section 0.05, 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.
4.02. Election and Term of Office. 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. Each officer shall hold office until his successor
shall have been duly elected or until his prior death, resignation or removal.
4.03. Removal. Any officer or agent 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.
4.04. Vacancies. 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.
4.05. 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. 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. 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.
4.06. The Vice Presidents. In the absence of the President or in the
event of his death, inability or refusal to act, or in the event for any reason
it shall be impracticable for the President 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 by the President or by the Board of
Directors.
4.07. 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 by the President or by the Board of
Directors.
4.08. 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 depositaries 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 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
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.
4.09. Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer,
or as agent for the corporation in his 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
officer 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.
4.10. Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS
AND DEPOSITS: SPECIAL CORPORATE ACTS
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 or 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 thereof; 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.
5.02. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the Corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.
5.03. 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 a resolution of the Board of Directors.
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 depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.
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 be present, or in his
absence by any Vice-President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any Vice-
President, it is desirable for this corporation to execute a proxy or written
consent in 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 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.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
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 or
a Vice-President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except as provided in Section 6.06.
6.02. 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
notifications and otherwise to have and exercise all the rights and power 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 compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.
6.03. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall
bear a conspicuous notation of any restriction imposed by the corporation upon
the transfer of such shares.
6.04. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his 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 may be prescribed by or
under the authority of the Board of Directors.
6.05. 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 be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.
6.06. 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 certificates representing shares of the
corporation.
ARTICLE VII. SEAL
7.01. 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 state of incorporation and the words, "Corporate Seal".
ARTICLE VIII. AMENDMENTS
8.01. Amendment by Shareholders. Except as otherwise set forth in these
By-Laws or otherwise provided for by Law, no amendment, alteration, change, or
repeal of or to the By-Laws of the Corporation shall be adopted by the
Shareholders except by the affirmative vote of the holders of 67% or more or the
outstanding shares of the Corporation entitled to vote, cast at a meeting of the
stockholders called for that purpose.
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 by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no by-law adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.
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. TENDER OFFERS AND MERGERS
9.01. Consideration of Offers.
A. In addition to any affirmative vote required by law or under
any other section of these By-Laws and except as otherwise provided for
in Sub-paragraph B:
(1) Any merger or consolidation of the Corporation or its
subsidiary into any 30% stockholder or any other corporation
which, after such merger or consolidation, would be an affiliate
of a 30% stockholder, or
(2) Any sale, exchange, pledge or other disposition to or
with any 30% stockholder or any assets of the Corporation or its
subsidiary, or
(3) The issue or transfer by the Corporation or its
subsidiary of any securities of the Corporation or its subsidiary
to any 30% stockholder in exchange for cash, securities, or other
property, or
(4) Any reclassification of securities, recapitalization,
reorganization, merger or consolidation of the Corporation or its
subsidiary which has the effect of increasing the proportionate
share of outstanding shares which is directly or indirectly owned
by any 30% stockholder,
shall require the affirmative vote of the holders of at least 90% or more of the
outstanding shares of the Corporation entitled to vote, cast at a meeting of the
stockholders called for that purpose. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required or that some lesser
percentage may be otherwise specified.
B. The provisions of Sub-paragraph A shall be applicable to any
transaction which might otherwise be described thereby, and the
approval of such transaction shall require only such affirmative vote
as is required by law or set forth in the By-Laws or the Corporation if
all of the following have been met:
(1) Approval of Board of Directors. When any of the above
transactions are recommended by the Board of Directors, upon the
affirmative vote of two-thirds or more of the Directors then
existing, cast at a meeting of the Board called for that purpose,
(2) Fair Price Provision. When the aggregate amount of cash
and fair market value of any other consideration to be received
per share by holders of outstanding shares of the Corporation is
at least equal to one of the following:
(a) The highest price per share paid by such 30%
stockholder in acquiring any of its holdings in the
Corporation within 18 months previous to the date of such
offer,
(b) The earnings per share received for the 4
consecutive quarters preceding the record date for
solicitation of votes on the transaction multiplied by the
then price/earnings multiple (if any) of such 30%
stockholder as customarily computed
and reported in the financial community,
(c) The then existing book value of outstanding
shares of the Corporation.
(3) Mandatory Redemption. The minority stockholders
existing after the transaction has been consummated shall have
the right for a period of 6 months following consummation of the
transaction to cause the 30% stockholder to redeem such
stockholder's shares at a redemption price at least equal to the
price determined under Sub-paragraph (2) above.
9.02. Social Effect of Tender or Merger. Upon the receipt of any tender
offer for consideration by the Board of Directors for recommendation to the
stockholders of the Corporation, in addition to factors which are required under
the business judgment rule and fiduciary obligations of the Board of Directors,
such consideration shall include a review of the social and economic effects of
any proposed transaction and such factors shall be given such weight in its
consideration as the Board of Directors shall, in its discretion, declare to be
valid and appropriate under the circumstances.
9.03. Definitions. For purposes of these By-Laws:
A. A "person" shall mean any individual, firm, corporation, or
other entity.
B. A "30% stockholder" shall mean any person who or which as of
the record date for the determination of stockholders entitled to
notice of and to vote on such tender or merger or any business
combination presented for consideration, or immediately prior to such
transaction,
(1) Is the beneficial owner, directly or indirectly, or not
less than 30% of the voting shares of the Corporation, or
(2) Is an affiliate of such person and within 2 years prior
thereto was the beneficial owner of not less than 30% of such
voting shares of the Corporation, or
(3) Is an assignee or has otherwise succeeded to any shares
of stock which were at any time within 2 years prior thereto
beneficially owned by any 30% stockholder and such assignment of
succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the
meaning of the Securities Act of 1933.
C. A "beneficial owner" shall be any person:
(1) Who owns, directly or indirectly, in the name of such
person or any affiliate or associate thereof,
(2) Who has the right to acquire, pursuant to any agreement
therefor, or to vote shares of the Corporation, or
(3) Who, together with any other person or affiliate or
associate thereof, has any agreement, arrangement, or
understanding for the purpose of acquiring, holding, voting, or
disposing of any shares of the Corporation.
D. An "affiliate" or "associate" shall have the respective
meanings given those terms in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
9.04. Amendment. Notwithstanding any other provision of the By-Laws or
as otherwise provided for by law, this Article may not be amended, altered,
repealed, or otherwise changed except upon the affirmative vote of the holders
of more than 75% or more of the outstanding shares of the Corporation entitled
to vote, cast at a meeting of the stockholders for that purpose.
ARTICLE X
10.01. Right to Indemnification. Each Officer and Director shall be
indemnified by the Bank to the fullest extent permitted by law, or as may
hereafter be increased by amendment thereto, for all reasonable expenses,
including attorney's fees, disbursements, charges, and other costs, and against
all liability, including judgments, penalties, assessments, fines or
forfeitures, and other obligations incurred by, imposed upon, or asserted
against such officer or director in connection with any civil, criminal,
investigative, or administrative action or proceeding brought or threatened
against him or her by reason of his or her being or having been an officer or
director of the Bank; provided, however, that in situations other than a
successful defense, such officer or director shall not be indemnified where the
expense or liability arises from a breach or failure to perform a duty and such
breach or failure to perform constitutes (a) a willful failure to deal fairly
with the Bank in connection with a matter in which there is a material conflict
of interest, (b) a violation of criminal law, unless the officer or director had
reasonable cause to believe the conduct was lawful and did not have reasonable
cause to believe that the conduct was unlawful, (c) a transaction from which the
officer or director derived an improper personal benefit, or (d) willful
misconduct. Subject to Sections 221.29 and 221.31, Wisconsin Statutes, an
officer or director shall be entitled to reimbursement for reasonable expenses
incurred in defense against actions or proceedings upon (a) written affirmation
of good faith belief that he or she has not breached or failed to perform any
duty to the bank (b) a written undertaken to repay any amounts for which the
Bank determines that indemnification is not permitted under this article. Any
officer or director seeking indemnification under this article shall select a
means for determining his or her rights thereunder in accordance with Section
180.046, Wisconsin Statutes. However, the section shall not apply to conduct
within the scope of Section 221.41, Wisconsin Statutes.
10.02. Right to Legal Proceedings. If any claim made under this article
is not paid by the Bank within thirty days following written notice, an officer
or director may institute legal proceedings against the Bank upon such claim
and, if successful, the claimant shall be entitled to be paid thereon. However,
it shall be a defense to any such action that the claimant has not met the
standards of conduct set forth under this article which permit the Bank to
indemnify the officer or director for the amount claimed, but the burden of
proving such defense shall be upon the bank.
10.03. Employees and Agents. The bank, by resolution of the Board of
Directors, may, upon such terms as the Board deems appropriate, indemnify and
permit reasonable expenses of any employee or agent of the Bank with respect to
actions taken or failed to be taken in his or her capacity as an employee or
agent of the Bank.
10.04. Contract Rights. All rights established under this Article shall
be deemed a contract between the Bank and the officer, director, employee, or
agent pursuant to which the parties intend to be legally bound. Any repeal,
amendment, or modification of this article shall be prospective, applying only
to conduct occurring thereafter, and shall not effect any rights or obligations
then existing.
10.05. Scope. The rights granted under this article shall not be deemed
exclusive of any other rights to which an officer or director may be entitled
under any statute, agreement, or otherwise. Indemnification any payment of
expenses provided hereunder shall continue to a person who has ceased to be an
officer or director in respect to the matters arising prior to such time and,
further, shall inure to the benefit of the heirs, administrators, and personal
representatives of such person.
10.06. Insurance. The bank may purchase and maintain insurance, at its
expense, to protect itself and any person provided for hereunder against any
liability asserted against that person or incurred by that person in any such
capacity, or arising out of that person's status, whether or not the Bank would
have the power to indemnify such person against that expense, liability, or
other loss under this article.