EXHIBIT 3(b)
Bylaws of Registrant
(Amended April 17, 1996)
FIRST FINANCIAL CORPORATION
(a Wisconsin Corporation)
---------------------------------
RESTATED*
BYLAWS
----------------------------------
- -----------------------------------------
* As amended through April 17, 1996.
Table of Contents
-----------------
Page
1. OFFICES
1.1 Registered Office 1
1.2 Other Offices 1
2. MEETING OF SHAREHOLDERS
2.1 Place of Meetings 1
2.2 Annual Meetings 1
2.3 Business at Annual Meeting 1
2.4 Special Meetings
2.5 Notice of Meetings 3
2.6 Business of Special Meetings 3
2.7 Quorum of Meetings 3
2.8 Voting and Proxies 3
2.9 Required Vote 3
3. DIRECTORS
3.1 Powers 4
3.2 Number 4
3.3 Classification 4
3.4 Term of Office 5
3.5 Nominees 5
3.6 Vacancies 6
3.7 Place of Meetings 7
3.8 Annual Organization Meeting 7
3.9 Regular Meetings 7
3.10 Special Meetings 7
3.11 Quorum and Voting at Meetings 7
3.12 Committees 7
3.13 Informal Action 8
3.14 Compensation 9
3.15 Resignation 9
3.16 Removal 9
4. NOTICE OF MEETINGS
4.1 Notice Procedure 10
4.2 Waiver of Notice 10
5. OFFICERS
5.1 Positions 10
5.2 Appointment 11
5.3 Compensation 11
5.4 Term of Office 11
-i-
5.5 Chairman of the Board 11
5.6 President 11
5.7 Vice President 11
5.8 Secretary 12
5.9 Assistant Secretary 12
5.10 Treasurer 13
5.11 Assistant Treasurer 13
6. SHARES
6.1 Certificates Representing Shares 13
6.2 Lost Certificates 14
6.3 Transfers 14
6.4 Fixing Record Date 15
6.5 Registered Shareholders 15
6.6 Record of Shareholders 15
6.7 Inspection of Records 16
7. Indemnification of Officers and Directors 16
8. Amendments 16
-ii-
BYLAWS
OF
FIRST FINANCIAL CORPORATION
1. Offices.
1.1. Registered Office. The registered office of this corporation
shall be in the City of Madison, County of Dane, State of Wisconsin, and the
registered agent in charge thereof shall be The Corporation Trust Company, 222
West Washington Avenue, Madison, Wisconsin 25703.
1.2. Other Offices. This corporation may also have offices at such
other places, both within and without the State of Wisconsin, as the board of
directors may from time to time determine or the business of this corporation
may require.
2. Meetings of Shareholders.
2.1. Place of Meetings. Meetings of shareholders of this corporation
for any purpose may be held at such place, within or without the State of
Wisconsin, as may be fixed by the board of directors and stated in the notice of
the meeting.
2.2. Annual Meetings. The first annual meeting of shareholders shall
be held at the time and place fixed by the board of directors and stated in the
notice of the meeting. Annual meetings of shareholders, commencing with the year
1985, shall be held on the third Wednesday of April at 2:00 p.m. or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting. Shareholders shall elect
directors and transact such other business as may properly be brought before the
annual meeting.
2.3. Business at Annual Meeting. At an annual meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any
-1-
supplement thereto) given by or at the direction of the board of directors, (b)
otherwise properly brought before the meeting by or at the direction of the
board of directors, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, a shareholder must have given timely notice thereof in writing to
the secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 30 days prior to the meeting; provided, however, that
in the event that less than 45 days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by the shareholder
to be timely must be so received not later than the close of business on the
15th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A shareholder's notice to
the secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such business.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this section 2.3. The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this section
2.3, and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.
2.4. Special Meetings. Special meetings of shareholders for any
purpose or purposes may be called as provided by the Articles of Incorporation
of this corporation.
-2-
2.5. Notice of Meetings. Written notice stating the place, day and
hour of each meeting of shareholders and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 20 nor more than 70 days before the date of the meeting, either personally
or by mail, by or at the direction of the chairman of the board, the president,
the secretary, or other officer calling the meeting, to each shareholder of
record entitled to vote at the meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock record books or similar
records of this corporation, with postage thereon prepaid.
2.6. Business of Special Meetings. Business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice.
2.7. Quorum of Meetings. Except as otherwise provided by statute or
by the Articles of Incorporation of this corporation, the holders of a majority
of the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of shareholders.
2.8. Voting and Proxies. Unless otherwise provided in the Articles of
Incorporation of this corporation, each outstanding common share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. A shareholder may vote either in person or by proxy
appointed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid 11 months from the date of its
execution, unless otherwise provided in the proxy.
2.9. Required Vote. If a quorum is present, the affirmative vote of
the majority of the shares, represented at the meeting and entitled to vote on
the matter, shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by statute, the Articles of
Incorporation of this corporation or these bylaws. Notwithstanding the
foregoing, candidates for election as members of the board of directors, up to
the number of directors to be
-3-
chosen, who receive the highest number of votes, shall stand elected, and an
absolute majority of votes cast shall not be a prerequisite to the election of
any candidate to the board of directors.
3. Directors.
3.1. Powers. The business and affairs of this corporation shall be
managed by its board of directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation of this corporation or by these bylaws directed or
required to be exercised or done by the shareholders.
3.2 Number and Election. The number of directors which shall
constitute the whole board shall not be less than 12 nor more than 24. The
initial board shall consist of 12 directors. When a public offering of the
common stock of this corporation commences, upon the closing of which First
State Savings of Wisconsin will become a wholly-owned subsidiary of this
corporation, the board shall be increased to 24 members. Thereafter, within the
limits above specified, the numbers of directors shall be determined by
resolution of the board of directors adopted by not less than two-thirds of the
directors then in office. Directors shall be elected only by shareholders at
annual meetings of shareholders, other than the first board of directors and
except as provided in sections 3.4 and 3.5 hereof, and each director elected
shall hold office for the term for which he is elected and until his successor
is elected and qualified or until his earlier resignation or removal. Each
director is required to own not less than 100 shares of common stock of this
corporation, provided that this requirement shall not apply until this
corporation becomes a publicly-owned company. Each director is required to be a
resident of the State of Wisconsin at the time of his initial election as a
director.
3.3. Classification. The board of directors shall divide the
directors into three classes and, when the number of directors is changed, shall
determine the class or classes to which the increased or decreased number of
directors shall be apportioned; provided, that the directors in each class shall
-4-
be as nearly equal in number as possible; provided, further, that no decrease in
the number of directors shall affect the term of any director then in office.
3.4. Term of Office. The term of office of directors initially elected
by the sole subscriber or elected in connection with First State Savings of
Wisconsin becoming a wholly-owned subsidiary of this corporation shall be as
follows: the term of office of directors of the first class shall expire at the
1985 annual meeting of shareholders; the term of office of directors of the
second class shall expire at the 1986 annual meeting of shareholders, and the
term of office of directors of the third class shall expire at the 1987 annual
meeting of shareholders, and, as to directors of each class, when their
respective successors are elected and qualified. At the 1985 annual meeting of
shareholders and of each subsequent annual meeting of shareholders, directors
elected to succeed those whose terms are expiring shall be elected for a term of
office to expire at the third succeeding annual meeting of shareholders and when
their respective successors are elected and qualified.
3.5. Nominees. Only persons who are nominated in accordance with the
procedures set forth in this section 3.5 shall be eligible for election as
directors. Nominations of persons for election to the board of directors of the
Corporation may be made at a meeting of shareholders by or at the direction of
the board of directors or by any shareholder of the Corporation entitled to vote
for the election of directors at the meeting who complies with notice procedures
set forth in this section 3.5. Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the secretary of the Corporation. To be timely, a shareholder
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 30 days prior to the meeting; provided,
however, that in the event that less than 45 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the meeting was
-5-
mailed or such public disclosure was made. Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to be named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the shareholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder. At
the request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
Corporation that information required to be set forth in the shareholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this section 3.5. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
bylaws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
3.6. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled, until the
next succeeding annual election, by the affirmative vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. Each director so chosen shall hold office until the next annual
election or until a successor is elected and qualified, or until his earlier
resignation or removal. A vacancy
-6-
created by a removal of a director by the vote of shareholders at an annual
meeting may be filled by the shareholders.
3.7. Place of Meetings. Meetings of the board of directors, both
regular or special, may be held either within or without the State of Wisconsin.
3.8. Annual Organization Meeting. The annual organization meeting of
the board of directors for the election of officers and such other business as
may come before the board shall be held following the annual meeting of
shareholders of this corporation or at such other time as shall be fixed by the
board of directors.
3.9. Regular Meetings. Regular meetings of the board of directors may
be held with or without notice and at such time and at such place as shall from
time to time be determined by the board of directors.
3.10. Special Meetings. Special meetings of the board of directors may
be called by the chairman of the board, the president or on a written request of
the majority of the directors then in office on five business days' notice to
each director, either personally or by mail or by telegram.
3.11. Quorum and Voting at Meetings. A majority of the directors then
in office shall constitute a quorum for the transaction of business unless a
greater number is required by statute. The act of a 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 greater number is required by statute or by the
Articles of Incorporation of this corporation or these bylaws. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
3.12. Committees. The board of directors may, by resolution adopted by
a majority of the authorized number of directors, designate one or more
committees, each committee to consist of three or more directors elected by the
board of directors. The board may elect one or more directors as
-7-
alternate members of any such committee, who may take the place of any absent
member or members at a meeting of such committee.
If a member of a committee shall be absent from any meeting, or
disqualified from voting thereat, the remaining member or members present and
not disqualified from voting, whether or not such member or members constitute a
quorum, may, by unanimous vote, appoint another member of the board of directors
to act at the meeting in place of an absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise, when the board of directors is not in session, all
the powers and authority of the board of directors in the management of the
business and affairs of this corporation, except action in respect to dividends
to shareholders, election of the principal officers, the filling of vacancies in
the board of directors or committees created pursuant to the authority set forth
in this section, the amendment of the Articles of Incorporation of this
corporation or the amendment of these bylaws.
Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Unless otherwise specified in the resolution of the board of directors
designating the committee, at all times of each such committee of directors, the
majority of the total number of members of the committee shall constitute a
quorum for the transaction of business, and the vote of the majority of the
members of the committee present at any meeting of which there is a quorum shall
be the act of the committee. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors, when required.
3.13. Informal Action. Any action required by the Articles of
Incorporation of this corporation, these bylaws or by statute, to be taken at a
meeting of the board of directors or of any committee thereof, or any action
which may be taken at such a meeting, may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all
members of the
-8-
board or committee, as the case may be, entitled to vote with respect to the
subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote and may be stated as such.
3.14. Compensation. Unless otherwise restricted by the Articles of
Incorporation or these bylaws, the board of directors, by the affirmative vote
of a majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation to all directors for services to this corporation as directors,
officers, or otherwise, or to delegate such authority to an appropriate
committee. The board of directors shall also have authority to provide for or
delegate authority to an appropriate committee to provide for reasonable
pensions, disability or death benefits, and other benefits or payments, to
directors, officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors, officers
and employees to this corporation. The directors may be paid their expenses, if
any, of attendance of each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a stated
salary as directed. No such payment shall preclude any director from serving
this corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be compensated for attending
committee meetings.
3.15. Resignation. Any director may resign at any time by sending a
written notice of such resignation to the main office or offices of this
corporation addressed to the chairman of the board, the president or the
secretary. Unless otherwise specified, such resignation shall take effect upon
receipt by the chairman of the board, the president or the secretary.
3.16. Removal. Any director may be removed from office as provided in
the Articles of Incorporation of this corporation.
-9-
4. Notices of Meetings.
4.1. Notice Procedure. Whenever, whether under the provisions of the
statute, the Articles of Incorporation of this corporation or these bylaws,
notice is required to be given to any director or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or shareholder, at his address as it appears on
the records of this corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same is deposited in the United
States mail. Notice to directors may also be given by telegram, telephone,
telecopy or a similar telecommunications device.
4.2. Waivers of Notice. Whenever the giving of any notice is required
by statute, the Articles of Incorporation of this corporation or these bylaws, a
waiver thereof, in writing, signed at any time by the person or persons entitled
to such notice, shall be deemed equivalent to giving of such notice. 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.
5. Officers.
5.1. Positions. The officers of this corporation shall be chosen by
the board of directors and shall be a chairman of the board, a president, one or
more vice presidents, a secretary and a treasurer, who shall exercise such
powers and perform such duties as shall be determined by resolution of the board
of directors not inconsistent with the Articles of Incorporation of this
corporation or these bylaws. The board of directors may also choose such other
officers and assistant officers and agents as may be deemed necessary. Any two
or more of offices may be held by the same person except the offices of
president and secretary, and the offices of president and vice president.
-10-
5.2. Appointment. The officers of this corporation shall be chosen by
the board of directors at its first meeting after each annual meeting of
shareholders.
5.3. Compensation. The board of directors shall have the authority to
provide for or to delegate authority to an appropriate committee to provide for
compensation of all officers and agents of the corporation.
5.4. Term of Office. The officers of this corporation shall hold
office until their successors are chosen and qualify or until their earlier
resignation or removal. Any officer may resign at any time upon written notice
to this corporation. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of this corporation will be served thereby, but such removal
shall be without prejudice to the contractual rights, if any, of the person so
removed. Any vacancy occurring as to any officer of this corporation shall be
filled by the board of directors.
5.5. Chairman of the Board. The directors shall appoint a chairman of
the board. Until January 1, 1987, the chairman of the board shall serve as the
chief executive officer of this corporation. The chairman of the board shall,
when present, preside at all meetings of the board of directors and shareholders
and shall perform such other duties and have such other power as may be vested
in the chairman of the board by the board directors.
5.6. President. The directors shall appoint a president. Until January
1, 1987, the president shall serve as the chief operating officer of this
corporation. Commencing January 1, 1987, the president shall serve as the chief
executive officer of this corporation. The president shall perform such duties
and have such power as may be vested in the president by the board of directors.
5.7. Vice President. In the absence of the chairman of the board and
the president or in the event of their inability or refusal to act, the vice
president, or in the event there be more than one vice president, the vice
presidents in the order designated, or in the absence of any designation, then
-11-
in the order of their election, shall perform the duties of the chairman of the
board and the president, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the chairman of the board and the
president. The vice presidents shall perform such other duties and have such
other powers such as the board of directors may from time to time prescribe.
5.8. Secretary. The secretary shall attend all meetings of the board
of directors and all meetings of the shareholders, and shall record all
proceedings of the meetings of the board of directors and of the shareholders in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings to the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors. The secretary shall have custody of the corporate seal
of this corporation, and the secretary or an assistant secretary, shall have
authority to affix the same to any instrument requiring it, and when so fixed,
it may be attested by the signature of the secretary or by the signature of such
assistant secretary. The board of directors may give general authority to any
other officer to affix the seal of this corporation and to attest the affixing
of such officer's signature. The secretary or an assistant secretary may also
attest all instruments given by the chairman of the board, the president or any
vice president.
5.9. Assistant Secretary. The assistant secretary or if there be more
than one, the assistant secretaries in the order determined by the board of
directors, or if there shall have been not such determination, then in the order
of their election, shall, in the absence of the secretary or in the event of the
secretary's inability or refusal to act, perform the duties and exercise the
powers of the secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
-12-
5.10. Treasurer
.
Duties. The treasurer shall be the chief financial officer and
shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements and books belonging to this
corporation, and shall deposit all monies and other valuable effects in the name
and to the credit of this corporation in such depositories as may be designated
by the board of directors. The treasurer shall disburse the funds of this
corporation as ordered by the board of directors, taking proper vouchers for
such disbursements, and shall render to the chairman of the board, the president
and the board of directors at its regular meetings, or whenever the board of
directors so requires, an account of all transactions as treasurer and of the
financial condition of this corporation.
5.11. Assistant Treasurer. The assistant treasurer, or if there shall
be more than one, the assistant treasurers in the order determined by the board
of directors, or if there shall have been no such determination, then in the
order of their election, shall, in the absence of the treasurer or in the event
of the treasurer's inability or refusal to act, perform the duties and exercise
the powers of the treasurer, and shall perform such other duties and handle such
other powers as the board of directors may from time to time prescribe.
6. Shares
6.1. Certificates Representing Shares. The shares of this corporation
shall be represented by certificates signed by the chairman of the board, the
president and the secretary of this corporation, and may be sealed with the seal
of this corporation or facsimile thereof. The signatures of the officers of this
corporation upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent, or a registrar, other than this
corporation itself or an employee of this corporation. In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued
-13-
by this corporation with the same effect as if he were an officer at the date of
its issue. Every certificate shall set forth on the face or back of such
certificate, in full or in the form of a summary, all of the designations,
preferences, limitations and relative rights of the shares of each class
authorized to be issued, as required by the laws of the State of Wisconsin. In
lieu of such statement, the certificate may state, upon the face or back thereof
the designation of each class of shares having preferences or special rights in
the payment of dividends, in voting, upon liquidation or otherwise and such
other information concerning such shares as may be desired and shall state that
this corporation will upon request furnish any shareholder, without charge,
information as to the number of such shares authorized and outstanding and a
copy of the portions of the Articles of Incorporation containing the
designations, preferences, limitations and relative rights of all shares and any
series thereof.
6.2. Lost Certificates. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by this
corporation alleged to have been lost or destroyed. The person claiming that the
certificate of the stock has been lost, stolen, or destroyed shall provide an
affidavit of that fact to this corporation. When authorizing such issuance of a
new certificate or certificates, the board of directors, in its discretion and
as a condition precedent to the issuance thereof, may prescribe terms and
conditions as it deems expedient and may require such indemnities as it deems
adequate to protect this corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.
6.3. Transfers. Upon surrender to this corporation or the transfer
agent of this corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of
this corporation.
-14-
6.4. Fixing 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 entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the board
of directors shall 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 20 days prior to the
date on which the particular action requiring determination of shareholders is
to be taken. When a record date has been determined for shareholders entitled to
vote in any meeting as provided in this Section, such record date shall apply to
any adjournment thereof.
6.5. Registered Shareholders. This corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and this corporation
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Wisconsin.
6.6. Record of Shareholders. The officer or agent having charge of the
stock transfer books for shares of this 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, which records 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
will not affect the validity of any action taken at such meeting.
-15-
6.7. Inspection of Records. Any person who shall have been a
shareholder of record for at least six months immediately preceding his demand
or who shall be the holder of record of at least five percent of all the
outstanding shares of this corporation upon written demand stating the purpose
thereof, shall have the right to examine, in person, or by agent or attorney, at
any reasonable time or times, for any proper purpose, its relevant books and
records of account, minutes and record of shareholders and to make extracts
therefrom. This Section shall not require this corporation to provide a
shareholder who wishes to communicate with other shareholders with a complete
record of the shareholders of this corporation. Such a request by a shareholder
shall be governed by the rules and regulations of the Securities and Exchange
Commission.
7. Indemnification of Officers and Directors
This corporation shall indemnify officers and directors as provided by
its Articles of Incorporation.
8. Amendments
The board of directors or the shareholders may adopt, alter, amend or
repeal these bylaws. Such action by the board of directors shall require the
affirmative vote of at least two-thirds of the directors then in office at a
duly constituted meeting of the board of directors called expressly for such
purpose. Such action by the shareholders shall require the affirmative vote of
at least two-thirds of the total votes eligible to be cast by shareholders at a
duly constituted meeting of shareholders called expressly for such purpose.
However, the directors shall have authority to change or repeal any bylaws
adopted by the shareholders within three years of the date of adoption by the
shareholders.
The foregoing bylaws were adopted by the stockholders of this
corporation on February 15, 1984 and amended on April 17, 1996.
/s/ Robert M. Salinger
------------------------------
Robert M. Salinger, Secretary
-16-