EXHIBIT (3ii)
CHORUS COMMUNICATIONS GROUP, LTD.
BYLAWS OF CHORUS COMMUNICATIONS GROUP, LTD.(A WISCONSIN CORPORATION)
Revised as of February 1999
TABLE OF CONTENTS
ARTICLE I. OFFICES
Section 1.Principal Office
Section 2.Registered Office
ARTICLE II. SHAREHOLDERS
Section 1.Annual Meeting
Section 2.Special Meetings
Section 3.Nominations for the Board of Directors
Section 4.Shareholder Proposals
Section 5.Place of Meeting
Section 6.Notice of Meeting
Section 7.Quorum
Section 8.Proxies
Section 9.Voting
Section 10.Acceptance and Rejection of Votes, Proxies, Etc.
Section 11.Fixing of Record Date
ARTICLE III. BOARD OF DIRECTORS
Section 1.General Powers
Section 2.Number and Term
Section 3.Qualifications
Section 4.Regular Meetings
Section 5.Special Meetings
Section 6.Notice
Section 7.Quorum
Section 8.Manner of Acting
Section 9.Vacancies
Section 10.Compensation
Section 11.Informal Action by Directors
Section 12.Removal
Section 13.Committees
Section 14.Director Emeritus
ARTICLE IV. OFFICERS
Section 1.Number and Qualifications
Section 2.Election and Term of Office
Section 3.Removal
Section 4.Vacancies
Section 5.President/CEO
Section 6.The Vice-Presidents
Section 7.The Secretary
Section 8.The Treasurer
Section 9.Assistant Secretaries and Assistant Treasurers
Section 10.Salaries
ARTICLE V. CONTRACTS, LOANS. CHECKS AND DEPOSITS
Section 1.Contracts
Section 2.Loans
Section 3.Checks, Drafts, etc
Section 4.Deposits
ARTICLE VI. CERTIFICATES OF STOCK OWNERSHIP
Section 1.Certificated and Uncertificated Shares
Section 2.Acquisition of Shares
ARTICLE VII. FISCAL YEAR
ARTICLE VIII. AMENDMENTS
ARTICLE IX. LOST CERTIFICATES
ARTICLE X. INDEMNIFICATION
Section 1.Indemnification for Successful Defense
Section 2.Other Indemnification
Section 3.Written Request
Section 4.Nonduplication
Section 5.Determination of Right to Indemnification
Section 6.Advance Payment of Expenses as Incurred
Section 7.Nonexclusivity
Section 8.Insurance
Section 9.Securities Law Claims
Section 10.Liberal Construction
ARTICLE XI. DISTRIBUTIONS
ARTICLE XII. CORPORATE SEAL
ARTICLE XIII. EMERGENCY BYLAWS
BYLAWS
OF
CHORUS COMMUNICATIONS GROUP, LTD.
ARTICLE I. OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation in
the State of Wisconsin shall be located at 1912 Parmenter Street, Middleton,
Wisconsin. The corporation may have such other offices, within the State of
Wisconsin, as the Board of Directors may designate from time to time.
SECTION 2. 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.
ARTICLE II. SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The date of the Annual Meeting of
Shareholders shall be in April of each year or at such time as the Board of
Directors may determine. The specific date and time shall be determined by
the Board of Directors. The purpose of the annual meeting is to elect directors
and to transact other business as may properly come before the meeting, pursuant
to Section 4 below. If the election of directors is not held at the annual
meeting of the shareholders, or other business is not transacted at any
subsequent continuation after adjournment thereof, the Board of Directors shall
cause the election to be held and the other business to be transacted at a
special meeting of the shareholders as soon thereafter as convenient.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President/CEO, the Secretary, or the Board of Directors, and
shall be called by the President/CEO at the request of holders of ten percent
(10%) of the issued voting stock of the corporation .
SECTION 3. NOMINATIONS FOR THE BOARD OF DIRECTORS. Nominations for
election to the then current Board of Directors may be made by the Board
of Directors or by any shareholder of the corporation. Nominations for the
Board of Directors, other than those made by the then current Board of
Directors, shall be made in writing and received at the principal
executive offices of the corporation not less than 120 calendar days before
the date in the current year of the corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting.
Notice of the specific date by which to make a nomination shall be given to
all shareholders in the corporation proxy statement for the year
preceding the election. Nominations for the Board of Directors made by a
shareholder shall contain the name, address and date of birth of each
proposed nominee, the principal occupation of each proposed nominee for
the last five years, the name and address of the nominating shareholder, and
the number of shares of common stock of the corporation owned by the proposed
nominee and the nominating shareholder. The Nominating Committee of the Board
of Directors in its sole discretion shall recommend to the full Board of
Directors which, if any, of the proposed nominees shall be set forth as the
nominee for each eligible position in the corporation proxy statement mailed in
anticipation of the upcoming Annual Meeting of Shareholders.
SECTION 4. SHAREHOLDER PROPOSALS. Proposals to be considered by the
shareholders at an Annual Meeting of Shareholders may be made (i) by or at the
direction of the Board of Directors, or (ii) by any shareholder of the
corporation pursuant to the Securities Exchange Act, including timely notice
in writing to the Secretary of the corporation. To be timely, a
Shareholder's notice for proposals to be included in the corporation's proxy
statement ("Rule 14a-8 proposals") must be received at the principal executive
offices of the corporation not less than 120 calendar days before the date in
the current year of the corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting. Non-Rule
14a-8 proposals must be received at the principal executive offices of the
corporation not less than 45 calendar days before the date in the current year
of the corporation's proxy statement released to shareholders in connection with
the previous year's annual meeting. Each Shareholder's notice to the Secretary
shall set forth (a) the shareholder giving notice and the beneficial owner, if
any, on whose behalf the proposal is made, (i) their name and record address,
(ii) the number of shares of capital stock of the corporation which are
beneficially owned by each of them, (iii) verification that the shareholder owns
such shares and the period that they have been continuously owned by the
shareholder, and (iv) a statement whether the shareholder intends to continue to
hold the shares through the date of the Annual Meeting of Shareholders, and
(b) a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder giving notice and the
beneficial owner, if any, on whose behalf the proposal is made. Only such
business shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting pursuant to the corporation's Notice of Meeting.
Only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this section.
SECTION 5. PLACE OF MEETING. The Board of Directors may designate any
place, within the State of Wisconsin, as the place of meeting for any annual
meeting or for any special meeting called by the President/CEO, the
Secretary, or the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, within
the State of Wisconsin, as the place for the holding of such meeting. If no
designation is made, the place of meeting shall be the registered office of
the corporation in the State of Wisconsin, but any meeting may be adjourned
to reconvene at any place designated by vote of a majority of the
shareholders. If no designation is made, 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 6. 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)
nor more than sixty (60) days before the date of the meeting, either personally
or by mail, by or at the direction of the President/CEO, the Secretary, or the
Board of Directors, to each shareholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at the shareholder's address as
it appears on the books of the corporation, with postage thereon prepaid.
SECTION 7. QUORUM. The holders of a majority of the issued common
stock of the corporation shall constitute a quorum at a meeting of
shareholders. Though less than a quorum of shareholders are represented at a
meeting, the holders of a majority of the issued voting common stock 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 be represented,
any business may be transacted which might have been transacted at the meeting
as originally notified. 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. If a quorum exists, action on a matter
(other than the election of directors) by the shareholders is approved if the
votes cast by the shareholders favoring the action exceed the votes cast
opposing the action.
SECTION 8. PROXIES. At all meetings of shareholders, a shareholder
entitled to vote may vote by proxy appointed in writing by such shareholder.
Such proxy shall be filed with the Secretary of the corporation before or at
the time of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy. 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 or her proxy shall not of itself constitute a revocation.
SECTION 9. VOTING. Each shareholder entitled to vote shall be
entitled to one vote for each share held upon each matter submitted to a vote
at a meeting of shareholders.
SECTION 10. ACCEPTANCE AND REJECTION OF VOTES, PROXIES, ETC.. If
the name signed on a vote, consent, waiver, or proxy appointment corresponds
to the name of a shareholder, the corporation if acting in good faith is
entitled to accept the vote, consent, waiver, or proxy appointment and give
it effect as the act of the shareholders. The corporation is entitled to
reject a vote, consent, waiver, or proxy appointment if the Secretary or
other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or
about the signatory's authority to sign for the shareholder. The corporation and
its officer or agent who accepts or rejects a vote, consent, waiver, or proxy
appointment in good faith and in accordance with the standards of this section
are not liable in damages to the shareholder for the consequences of the
acceptance or rejection. Corporate action based on the acceptance or rejection
of a vote, consent, waiver, or proxy appointment under this section is valid
unless a court of competent jurisdiction determines otherwise.
SECTION 11. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders,
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 fix in advance a date as the record date. Such record
date shall not be less then ten (10) nor 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 of
Directors for the determination of shareholders entitled to notice of, or to
vote at a meeting of shareholders, or shareholders entitled to receive a share
dividend or distribution, the record date for determination of such 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 of Directors or any person
specifically authorized by the Board of Directors or these Bylaws
to call a meeting, the date on which 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
of Directors authorizes the share dividend;
(d) And with respect to a distribution to shareholders, (other than one
involving a repurchase or reacquisition of shares), the date the
Board of Directors 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 apply 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 120 days after the date fixed for the
original meeting.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The affairs of the corporation shall be
managed by its Board of Directors.
SECTION 2.NUMBER AND TERM. The Board of Directors of the corporation
shall consist of such number of directors, not less than five (5) nor more
than thirteen (13), as shall, from time to time, be fixed by the Board
of Directors. The Board of Directors shall be divided into three classes
as nearly equal in number as may be, with the term of office of one class
expiring each year. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so apportioned among
the classes as to make all classed as nearly equal in number as possible.
Subject to the foregoing, at each annual meeting of shareholders the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting.
SECTION 3. QUALIFICATIONS. Directors shall be residents of the
State of Wisconsin and shareholders of the corporation.
SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors may be held without other notice than this By-law immediately
after, and at the same place as, the annual meeting of shareholders, and
each adjourned session thereof, and the Board of Directors may provide
by resolution for the holding of additional regular meetings. The time and
place, within or without the State of Wisconsin, for the holding of such
additional regular meetings shall be without other notice than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President/CEO, Secretary or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, within or without the State of
Wisconsin, as the place for holding any special meeting of the Board of
Directors called by them. If no other place is fixed, the place of the meeting
shall be the principal office of the corporation in the State of Wisconsin.
SECTION 6. NOTICE. Notice of any special meeting shall be given at
least forty-eight (48) hours previously thereto by mail, telegram,
radiogram, facsimile, telex, e-mail, other form of wire or wireless
communication medium, or by personal service delivered to each director at
his or her address as designated. 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, teletype,
facsimile, e-mail, or other form of wire or wireless communication medium,
such notice shall be deemed to be delivered when said notice is delivered to
the applicable transferring medium. Whenever any notice whatever is
required to be given to any director of the corporation under the provisions
of these By-laws or under the provisions of any statute, a waiver thereof
in writing, signed at any time, whether before or after the time of meeting,
by the director entitled to such notice, shall be deemed equivalent to the
giving of such notice. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction
of any business and at the beginning of the meeting (or promptly upon his or
her arrival) objects to holding the meeting or transacting business at the
meeting, and does not thereafter vote for or assent to action taken at the
meeting.
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 7. QUORUM. A majority of the number of directors fixed by the
Board of Directors shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but though less than such quorum is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 8. 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 these
Bylaws or by law. Any or all directors may participate in a regular or
special meeting by, or conduct the meeting through the use of, any means of
communication by which (i) all directors participating may simultaneously
hear each other during the meeting or (ii) all communication during the meeting
is immediately transmitted to each participating director, and each
participating director is able to immediately send messages to all other
participating directors. If a meeting will be conducted through the use
of any means described in (i) and (ii) above, all participating directors
shall be informed that a meeting is taking place at which official business
may be transacted. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless: (1) he or she objects at the
beginning of the meeting (or promptly upon his or her arrival) to holding it or
transacting business at the meeting; or (2) his or her dissent or abstention
from the action taken is entered in the minutes of the meeting; or (3) he or
she delivers written notice of his or her dissent or abstention to the
presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, shall be filled for the unexpired term by the affirmative vote
of a majority of the directors then in office; provided, that in case of a
vacancy created by the removal of a director by vote of the shareholders,
the shareholders shall have the right to fill such vacancy at the same meeting
or any adjournment thereof.
SECTION 10. COMPENSATION. The Board of Directors shall receive such
compensation as the Board of Directors shall from time to time determine.
SECTION 11. INFORMAL ACTION BY DIRECTORS. Any action required to be
taken at a meeting of the Board of Directors, or any other action which may
be taken at a meeting of the Board of Directors, 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 entitled to vote with respect to the subject
matter thereof.
SECTION 12. REMOVAL. A director may be removed from office with
or without cause by the 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. A director may resign at any time
by delivering written notice of his or her resignation to the Board of
Directors, to the President/CEO or Secretary of the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.
SECTION 13. COMMITTEES.
(a) Creation of Committees. The Board of Directors may create one
or more committees and appoint members of the Board of Directors to serve
on them. Each committee must have two or more members, who serve at the
pleasure of the Board of Directors.
(b) Selection of Members. The creation of a committee and appointment
of members to it must be approved by a majority of all the directors in office
when the action is taken.
(c) Required Procedures. Sections of this Article III, which govern
meetings, action without meetings, notice and waiver of notice, quorum and
voting requirements of the Board of Directors, apply to committees and their
members.
(d) Authority. Each committee may exercise those aspects of the
authority of the Board of Directors which the Board of Directors confers upon
such committee in the resolution creating the committee. Provided,
however, a committee may not do any of the following: (1) authorize
distributions; (2) approve or propose to shareholders action that the
Wisconsin Business Corporation Act requires be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its committees;
(4) amend the Articles of Incorporation; (5) adopt, amend, or repeal Bylaws;
(6) approve a plan of merger; (7) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; or (8) 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 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 specifically prescribed by the
Board of Directors. Unless otherwise provided by the Board of Directors
in creating the committee, a committee may employ counsel, accountants and
other consultants to assist it in the exercise of authority.
SECTION 14. DIRECTOR EMERITUS. The Board of Directors may appoint one
or more former directors to the position of Director Emeritus to assist the
Board with the discharge of its duties upon such terms and conditions and at
such compensation as the Board of Directors may determine. A Director
Emeritus shall not be entitled to vote on any matter that comes before the
Board.
ARTICLE IV. OFFICERS
SECTION 1. NUMBER AND QUALIFICATIONS. The principal officers of the
corporation shall be a President/Chief Executive Officer (CEO), a
Vice-President, a Secretary, an Assistant Secretary, a Treasurer and an
Assistant 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 by the Board of Directors. Whenever the Board of Directors
shall so order, two offices may be held by the same person except
President/CEO and Vice-President, and President/CEO and Secretary.
Officers of the corporation, other than the President/CEO, need not be directors
of the corporation.
SECTION 2. ELECTION AND TERM 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 conveniently may be.
Each officer shall hold office until his or her successor shall have been
elected and shall have been qualified or until his or her death or until he or
she shall resign.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby.
SECTION 4. VACANCIES. Should a vacancy in any officer position arise
because of an officer's death, resignation, removal, disqualification or
otherwise, such vacancy, upon recommendation of the President/CEO, shall be
filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT/CEO. The President/CEO shall be the chief
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 or she shall, when present,
preside at all meetings of the shareholders and of the Board of Directors.
He or she shall have authority, subject to such rules as may be prescribed
by the Board of Directors, to appoint such officers, agents and employees
of the corporation as he or she shall deem necessary, to prescribe their
powers, duties, and compensation, and to delegate authority to them. He or
she may sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates
representing shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing or the execution thereof
shall be expressly delegated by the Board of Directors or by these By-laws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all
duties incident to the office of the President/CEO and such other duties as
may be prescribed by the Board of Directors from time to time.
SECTION 6. THE VICE-PRESIDENTS. The Board of Directors may appoint an
Executive Vice-President and as many Vice-Presidents as it deems appropriate.
Any Vice-President shall perform such duties and have such authority as
from time to time may be delegated or assigned to him or her by the
President/CEO or the Board of Directors. In the absence of the President/CEO
or in the event of his or her death, inability or refusal to act, the
Vice-President delegated authority under Section 5 and, in the absence of
such delegation, the Executive Vice-President and then the Vice-President with
the most seniority as a Vice-President and who is not then absent or
disabled, shall perform the duties of the President/CEO, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the President/CEO. Any Vice-President may sign, with the
Secretary, certificates representing the shares of the corporation; and
shall perform such other duties as from time to time may be assigned to him or
her by the President/CEO or by the Board of Directors.
SECTION 7. THE SECRETARY. The Secretary shall: (a) keep the minutes of
the shareholders and of the Board of Directors meetings in one or more books
provided for that purpose; (b) see that all notices are given in accordance
with the provisions of these By-laws or as required by law; (c) be custodian
of the corporate records; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary
by such shareholder; (e) sign with the President/CEO, or a Vice-President,
certificates of stock ownership of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President/CEO
or by the Board of Directors.
SECTION 8. THE TREASURER. 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. He or she shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected
in accordance with the provisions of Article V of these By-laws; and (b) in
general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
President/CEO or by the Board of Directors.
SECTION 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretaries, when authorized by the Board of Directors, may
sign with the President/CEO or any Vice-President certificates for shares
of the corporation the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. The Assistant Secretaries and
Assistant Treasurers, in general, shall perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President/CEO or the Board of Directors.
SECTION 10. SALARIES. The salary of the President/CEO shall be fixed
from time to time by the Board of Directors or by a duly authorized
committee thereof. All other salaries of principal officers shall be fixed
by the President/CEO, subject to review by the Board of Directors.
ARTICLE V. CONTRACTS. LOANS. CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and
such authorization may be general or confined to specific instances.
SECTION 2. LOANS. No long-term loans shall be contracted on behalf of
the corporation without approval of a majority of the Board of Directors.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to
time be determined by or under the authority of resolution of the Board of
Directors or any of its committees.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as may
be selected by or under the authority of the Board of Directors.
ARTICLE VI. CERTIFICATES OF STOCK OWNERSHIP
SECTION 1. CERTIFICATED AND UNCERTIFICATED SHARES. Shares of the corporation's
stock may be certificated or uncertificated, as provided under Wisconsin law.
If certificated, certificates representing shares of the corporation shall be
in such form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President/CEO or any vice-president and by
the Secretary or Assistant Secretary. All certificates shall be consecutively
numbered or otherwise identified. The name and address of the shareholder to
whom the certificated shares thereby are issued, and date of issue, shall be
entered on the books of the corporation. If uncertificated, the corporation,
directly or through its agent, shall maintain records, written or electronic,
to permit identification of the shareholder, the date of issue, the number of
shares, and such other information as the corporation shall deem appropriate or
necessary. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificates shall be issued until the former
certificates for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed, or mutilated
certificate, a new one may be issued therefor pursuant to Article IX hereof or
upon such other terms and indemnity to the corporation as the Board of
Directors may prescribe.
SECTION 2. ACQUISITION OF SHARES. The corporation may acquire its own
shares and the shares so acquired shall constitute authorized but unissued
shares.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December in each following year.
ARTICLE VIII. AMENDMENTS
The corporation's shareholders may amend or repeal the corporation's
Bylaws even though the Bylaws may also be amended or repealed by its Board of
Directors.
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors of the corporation unless the shareholders in
adopting, amending, or repealing a particular bylaw provide expressly that the
Board of Directors may not amend or repeal that bylaw.
The Secretary of the corporation shall mail a copy of each amendment
adopted by the Board of Directors at the time of payment of the dividend next
following the adoption of the amendment.
ARTICLE IX. LOST CERTIFICATES
Any shareholder claiming a certificate of stock to have been lost,
stolen or destroyed shall make an affidavit or affirmation of such fact, and
shall give the Board of Directors such bond as the Treasurer may require
sufficient to indemnify against any claim that may be made against the
corporation on account of the alleged loss, theft or destruction of such
certificate or any damage or loss that may arise from issuing a new
certificate, whereupon the Board of Directors may by resolution duly
entered on record order a new certificate of the same alleged to be lost or
destroyed.
ARTICLE X. INDEMNIFICATION
SECTION 1. INDEMNIFICATION FOR SUCCESSFUL DEFENSE. Within twenty (20)
days after receipt of a written request pursuant to Section 3 below, the
corporation shall indemnify a director or officer, to the extent he or she
has been successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director or officer of
the corporation. The phrase "expenses" in this Article X shall include
fees, costs, charges, disbursements, attorneys fees, and other expenses
incurred in connection with a proceeding. The phrase "director or officer"
in this Article X shall mean each present, former, and future director or
officer of the corporation or an individual who, while a director or officer
of the corporation, is or was serving at the corporation's request as an
officer, director, partner, trustee, member of any governing or
decision-making committee, manager, employee or agent of another
corporation or foreign corporation, limited liability company,
partnership, joint venture, trust or other enterprise. Other definitions
which may be relevant to this Article X are as set forth in Section 180.0850 of
the Wisconsin Statutes.
SECTION 2. OTHER INDEMNIFICATION.
(a) In cases not included under Section 1 above, the corporation shall
indemnify a director or officer against liability and expenses incurred by
such person in a proceeding to which the person was a party because he or she
is a director or officer unless liability was incurred because the person
breached or failed to perform a duty he or she owes or owed to the corporation
and the breach or failure to perform constitutes any of the following:
(1) A willful failure to deal fairly with the corporation
or its shareholders in connection with a matter in which the
person has a material conflict of interest.
(2) A violation of criminal law, unless the director or officer
had reasonable cause to believe his or her conduct was
lawful or not reasonable cause to believe his or her
conduct was unlawful.
(3) A transaction from which the director or officer derived an
improper personal profit.
(4) Willful misconduct.
(b) Determination of whether indemnification is required under this
section shall be made pursuant to Section 5 below.
(c) The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea of no contest or an equivalent plea,
does not, by itself, create a presumption that indemnification of the
director or officer is not required under this section.
SECTION 3. WRITTEN REQUEST. A director or officer who seeks
indemnification under Sections 1 or 2 above shall make a written request to
the corporation.
SECTION 4. NONDUPLICATION. The corporation shall not indemnify a
director or officer under Sections 1 or 2 above if the director or officer
has previously received indemnification or allowance of expenses from any
person, including the corporation, in connection with the same
proceeding. However, the director or officer has no affirmative duty
to look to any other person for indemnification nor to first exhaust
his or her remedies to seek indemnification from such other person.
SECTION 5. DETERMINATION OF RIGHT TO INDEMNIFICATION. The director
or officer seeking indemnification under Section 2 above shall seek one of
the methods for determining his or her right to indemnification pursuant to
the provisions of Section 180.0855(1) through (6) of the Wisconsin Statutes;
and such selection shall be made within sixty (60) days after the
commencement of any proceeding. Such selection shall be made in writing
and delivered to the Secretary of the corporation. If it is determined
that indemnification is required under Section 2 above, the corporation
shall pay all liabilities and expenses not prohibited by Section 4 above
within ten (10) days after receipt of the written determination as to a
director's or officer's indemnification under Section 2 above. The
corporation shall also pay all expenses incurred by the director or officer in
the determination process.
SECTION 6. ADVANCE PAYMENT OF EXPENSES AS INCURRED. Upon written
request by the person seeking indemnification under Section 2 above, the
corporation will pay or reimburse his or her reasonable expenses as incurred
if the person requesting such indemnification provides the corporation with
all of the following: (a) a written affirmation of his or her good faith
belief that he or she has not breached or failed to perform his or her duties
to the corporation and (b) a written undertaking, executed by such person,
to repay the allowance and reasonable interest on the allowance to the
extent it is ultimately determined under Section 5 above that indemnification
under Section 2 above is not required and that indemnification is not
ordered by a court under Section 180.0854 of the Wisconsin Statutes. The
undertaking under this section shall be an unlimited general obligation of
the director or officer and may be accepted without reference to his or
her ability to repay the allowance. The undertaking may be secured or
unsecured.
SECTION 7. NONEXCLUSIVITY.
(a) Except as provided in (b), Sections 1, 2, and 6 above do not
preclude any additional right to indemnification or allowance of expenses
that a director or officer may have under any of the following:
(1) The articles of incorporation.
(2) A written agreement between the director or officer and the
corporation.
(3) A resolution of the Board of Directors.
(4) A resolution, after notice, adopted by a majority vote of
all of the corporation's voting shares then issued and outstanding.
(5) The statutes or common law of the State of Wisconsin.
(b) Regardless of the existence of an additional right under (a), the
corporation shall not indemnify a director or officer or permit a director or
officer to retain any allowance of expenses, unless it is determined by or
on behalf of the corporation that the director or officer did not breach
or fail to perform a duty he or she owed or owes to the corporation which
constitutes conduct under Section 2(a) (1), (2), (3) or (4). A director or
officer who is a party to the same or related proceeding for which
indemnification or an allowance of expenses is sought may not participate in a
determination under this subsection.
(c) Sections 1 to 8 herein do not affect the corporation's power to
pay or reimburse expenses incurred by a director or officer in any of the
following circumstances:
(1) As a witness in a proceeding to which he or she is not a party.
(2) As a plaintiff or petitioner in a proceeding because he or she
is or was a director or officer of the corporation.
SECTION 8. INSURANCE. The corporation may purchase and maintain
insurance on behalf of an individual who is a director or officer of the
corporation against liability asserted against or incurred by the
individual in his or her capacity as a director or officer, regardless of
whether the corporation is required or authorized to indemnify or allow
expenses to the individual against the same liability under Sections 1, 2, or
6.
SECTION 9. SECURITIES LAW CLAIMS.
(a) Pursuant to the public policy of the State of Wisconsin, the
corporation shall provide ndemnification, allowance of expenses, and
insurance for any liability incurred in connection with a poceeding involving
securities regulation described under (b) to the extent required or permitted
under Sections 1 to 8.
(b) Section 1 to 8 apply, to the extent applicable to any other
proceeding, to any proceeding involving a federal or state statute, rule, or
regulation regulating the offer, sale, or purchase of securities, securities
brokers or dealers, or investment companies or investment advisors.
SECTION 10. LIBERAL CONSTRUCTION. In order for the corporation to
obtain and retain qualified directors and officers, the foregoing provisions
shall be liberally administered in order to afford maximum indemnification of
directors or officers and, accordingly, the indemnification above provided for
shall be granted in all cases unless to do so would clearly contravene
applicable law, controlling precedent, or public policy.
ARTICLE XI. DISTRIBUTIONS.
The Board of Directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in the manner
and upon the terms and conditions provided by law.
ARTICLE XII. CORPORATE SEAL.
The Board of Directors may provide a corporate seal which may be
circular in form and have inscribed thereon any designation including the
name of the corporation, Wisconsin as the state of incorporation, and the
words "Corporate Seal."
ARTICLE XIII. EMERGENCY BYLAWS.
The following provisions of this Article XIII, "Emergency Bylaws" shall
be effective only during an emergency, which is defined as when a quorum of
the corporation's directors cannot be readily assembled because of some
catastrophic event or events. These Emergency Bylaws are not effective
after the emergency ends.
During such emergency:
(a) Notice of Board of Director Meetings. Any one member of the Board
of Directors or any one of the following officers: President/CEO,
Vice-President, Secretary, or Treasurer, 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
(6) hours prior to commencement of the meeting.
(b) Temporary Directors and Quorum. One or more officers of the
corporation present at the emergency Board of Directors 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.
(c) Actions Permitted To Be Taken. The Board of Directors as
constituted in paragraph (b), and after notice as set forth in paragraph (a)
may:
(1) Officers' Powers. Prescribe emergency powers to any officer of
the corporation;
(2) Delegation of Any Power. Delegate to any officer or
director, any of the powers of the Board of Directors;
(3) Lines of Succession. Designate lines of succession of
officers and agents, in the event that any of them are unable to discharge
their duties;
(4) Relocate Principal Place of Business. Relocate the principal
place of business, or designate successive or simultaneous principal places of
business;
(5) All Other Action. Take any other action, convenient, helpful,
or necessary to carry on the business of the corporation.