Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
Ridgestone Financial Services, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1797151
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
13925 West North Avenue
Brookfield, Wisconsin 53005
(Address of principal executive offices) (Zip Code)
Ridgestone Financial Services, Inc. 1996 Stock Option Plan, As Amended
(Full title of the plan)
Copy to:
Paul E. Menzel
President and Chief Executive Officer Jay O. Rothman
Ridgestone Financial Services, Inc. Foley & Lardner
13925 West North Avenue 777 East Wisconsin Avenue
Brookfield, Wisconsin 53005 Milwaukee, Wisconsin 53202
(414) 789-1011 (414) 271-2400
(Name, address and telephone number, including area
code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 400,000 $18.25 (1) $7,300,000 (1) $2,154
no par value shares
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on market data for Ridgestone Financial Services, Inc.
Common Stock as reflected on the over-the-counter market on May
7, 1998.
____________________________
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
referred to herein also relates to the Registrant's Registration Statement
on Form S-8 (Registration No. 333-28299).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Ridgestone
Financial Services, Inc. (the "Company") under File No. 0-27984 are hereby
incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997, which includes audited financial statements
as of and for the fiscal year ended December 31, 1997.
2. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated March
13, 1996, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, after the date of filing of this Registration Statement
and prior to such time as the Company files a post-effective amendment to
this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company maintains a liability policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit
No. Exhibit
(4.1) Ridgestone Financial Services, Inc. 1996 Stock Option
Plan, as amended
(4.2) Form of Stock Option Agreement used in conjunction
with the Ridgestone Financial Services, Inc. 1996
Stock Option Plan, as amended [Incorporated by
reference to Exhibit 4.4 to Ridgestone Financial
Services Inc.'s Registration Statement on Form S-8
(Registration No. 333-28299)]
(4.3) Amendments to the Articles of Incorporation of
Ridgestone Financial Services, Inc.
(4.4) Articles of Incorporation of Ridgestone Financial
Services, Inc., as amended
(4.5) Amendments to the By-Laws of Ridgestone Financial
Services, Inc.
(4.6) By-laws of Ridgestone Financial Services, Inc., as
amended
(5) Opinion of Foley & Lardner
(23.1) Consent of Conley McDonald LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to
include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act of 1933,
as amended (the "Act"), treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, as amended, that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brookfield, State of Wisconsin,
on May 11, 1998.
RIDGESTONE FINANCIAL
SERVICES, INC.
By: /s/ Paul E. Menzel
Paul E. Menzel
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Paul E. Menzel, William R. Hayes
and Christine V. Lake, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
as he or she might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.
Signature Title Date
/s/ Paul E. Menzel President, Chief Executive May 11, 1998
Paul E. Menzel Officer and Director
(Principal Executive Officer)
/s/ William R. Hayes Vice President, Treasurer May 11, 1998
William R. Hayes and Director (Principal
Financial and Accounting
Officer)
/s/ Christine V. Lake Vice President, Secretary May 11, 1998
Christine V. Lake and Director
/s/ Charles N. Ackley Director May 11, 1998
Charles N. Ackley
/s/ Gregory J. Hoesly Director May 11, 1998
Gregory J. Hoesly
/s/ John E. Horning Director May 11, 1998
John E. Horning
/s/ William F. Krause, Jr. Director May 11, 1998
William F. Krause, Jr.
Director
Charles G. Niebler
/s/ Frederick I. Olson Director May 11, 1998
Frederick I. Olson
/s/ James E. Renner Director May 11, 1998
James E. Renner
/s/ Richard A. Streff Director May 11, 1998
Richard A. Streff
/s/ William J. Tetzlaff Director May 11, 1998
William J. Tetzlaff
<PAGE>
EXHIBIT INDEX
RIDGESTONE FINANCIAL SERVICES, INC. 1996 STOCK OPTION PLAN,
AS AMENDED
Exhibit No. Exhibit
(4.1) Ridgestone Financial Services, Inc. 1996 Stock Option
Plan, as amended.
(4.2) Form of Stock Option Agreement used in conjunction with
the Ridgestone Financial Services, Inc. 1996 Stock
Option Plan, as amended [Incorporated by reference to
Exhibit 4.4 to Ridgestone Financial Services Inc.'s
Registration Statement on Form S-8 (Registration No.
333-28299)]
(4.3) Amendments to the Articles of Incorporation of
Ridgestone Financial Services, Inc.
(4.4) Articles of Incorporation of Ridgestone Financial
Services, Inc., as amended
(4.5) Amendments to the By-Laws of Ridgestone Financial
Services, Inc.
(4.6) By-laws of Ridgestone Financial Services, Inc., as
amended
(5) Opinion of Foley & Lardner
(23.1) Consent of Conley McDonald LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Exhibit 4.1
RIDGESTONE FINANCIAL SERVICES, INC.
1996 Stock Option Plan, as Amended
Section 1. Purpose
The purpose of the Ridgestone Financial Services, Inc. 1996 Stock
Option Plan (the "Plan") is to promote the best interests of Ridgestone
Financial Services, Inc. (together with any successor thereto, the
"Company") and its shareholders by providing key employees of the Company
and its Affiliates (as defined below) with an opportunity to acquire a
proprietary interest in the Company. It is intended that the Plan will
promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those key employees who are
primarily responsible for shaping and carrying out the long-range plans of
the Company and securing the Company's continued growth and financial
success.
Section 2. Definitions
As used in the Plan, the following terms shall have the respective
meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through one
or more intermediaries, is controlled by, controls, or is under common
control with, the Company, including, without limitation, Ridgestone Bank.
(b) "Stock Option Agreement" shall mean any written agreement,
contract, or other instrument or document evidencing any Option granted
under the Plan.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(d) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.
(e) "Committee" shall mean a committee of the Board of Directors of
the Company designated by such Board to administer the Plan and comprised
of not less than two directors, each of whom is eligible and qualified to
serve thereon as provided by Rule 16b-3 and each of whom is an "outside
director" within the meaning of Section 162(m)(4)(C) of the Code (or any
successor provision thereto).
(f) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
(g) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair
market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee.
(h) "Incentive Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(i) "Key Employee" shall mean any officer or other key employee of
the Company or of any Affiliate who is responsible for or contributes to
the management, growth or profitability of the business of the Company or
any Affiliate as determined by the Committee.
(j) "Non-Qualified Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option.
(k) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(l) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Option under the Plan.
(m) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(n) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(o) "Shares" shall mean shares of common stock of the Company, no
par value, and such other securities or property as may become subject to
Options pursuant to an adjustment made under Section 4(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided, however,
that if at any time the Committee shall not be in existence, the functions
of the Committee as specified in the Plan shall be exercised by a
committee consisting of those members of the Board of Directors of the
Company who qualify as persons eligible to serve thereon pursuant to Rule
16b-3 and as "outside directors" under Section 162(m)(4)(C) of the Code
(or any successor provision thereto). Subject to the terms of the Plan
and without limitation by reason of enumeration, the Committee shall have
full power and authority to: (i) designate Participating Key Employees;
(ii) determine the type or types of Options to be granted to each
Participating Key Employee under the Plan; (iii) determine the number of
Shares to be covered by Options granted to Participating Key Employees;
(iv) determine the terms and conditions of any Option granted to a
Participating Key Employee; (v) interpret and administer the Plan and any
instrument or agreement relating to, or Option granted under, the Plan
(including, without limitation, any Stock Option Agreement); (vi)
establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of
the Plan; and (vii) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of
the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under
or with respect to the Plan or any Option shall be within the sole
discretion of the Committee, may be made at any time, and shall be final,
conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participating Key Employee, any holder or beneficiary of
any Option, any shareholder, and any employee of the Company or of any
Affiliate.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in Section
4(b):
(i) Number of Shares Available. The number of Shares with
respect to which Options may be granted under the Plan shall be 500,000.
If, after the effective date of the Plan, an Option is forfeited or if an
Option otherwise terminates, expires or is cancelled prior to the delivery
of all of the Shares or of other consideration issuable or payable
pursuant to such Option, then the number of Shares counted against the
number of Shares available under the Plan in connection with the grant of
such Option, to the extent of any such forfeiture, termination, expiration
or cancellation, shall again be available for granting of additional
Options under the Plan.
(ii) Limitations on Option Grants to Individual Participants.
During any one calendar year, no Participating Key Employee shall be
granted Options under the Plan for more than 25,000 Shares. Such number
of Shares as specified in the preceding sentence shall be subject to
adjustment in accordance with the terms of Section 4(b) hereof. In all
cases, determinations under this Section 4(a)(ii) shall be made in a
manner that is consistent with the exemption for performance-based
compensation provided by Section 162(m) of the Code (or any successor
provision thereto) and any regulations promulgated thereunder.
(iii) Accounting for Options. The number of Shares covered by
an Option under the Plan shall be counted on the date of grant of such
Option against the number of Shares available for granting of Options
under the Plan.
(iv) Sources of Shares Deliverable Under Options. Any Shares
delivered pursuant to an Option may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Options under the Plan, (ii) the number and type of Shares subject to
outstanding Options, and (iii) the exercise price with respect to any
Options, or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Option; provided, however, in each case, that
with respect to Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to
violate Section 422(b) of the Code (or any successor provision thereto);
and provided further that the number of Shares subject to an Option shall
always be a whole number.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
Section 6. Awards
(a) Option Awards to Key Employees. The Committee is hereby
authorized to grant Options to Key Employees with the terms and conditions
as set forth below and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the
Committee shall determine.
(i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by the
Committee; provided, however, that such exercise price shall not be less
than 100% of the Fair Market Value of a Share on the date of grant of such
Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee; provided, however, that in no event shall the term of any
Option exceed a period of ten years from the date of its grant.
(iii) Exercisability and Method of Exercise. An Option shall
become exercisable in such manner and within such period or periods and in
such installments or otherwise as shall be determined by the Committee.
The Committee also shall determine the method or methods by which, and the
form or forms, including, without limitation, cash, Shares, other
securities, other Options, or other property, or any combination thereof,
having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which payment of the exercise price with respect to any
Option may be made or deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code (or any successor provision thereto)
and any regulations promulgated thereunder. Notwithstanding any provision
in the Plan to the contrary, no Incentive Stock Option may be granted
hereunder after the tenth anniversary of the adoption of the Plan by the
Board of Directors of the Company.
(b) General.
(i) No Consideration for Options. Options shall be granted
to Participating Key Employees without the requirement of cash
consideration unless otherwise determined by the Committee.
(ii) Stock Option Agreements. Each Option granted under the
Plan shall be evidenced by a Stock Option Agreement in such form
(consistent with the terms of the Plan) as shall have been approved by the
Committee.
(iii) Options May Be Granted Separately or Together. Options
granted to Participating Key Employees under the Plan may be granted
either alone or in addition to, in tandem with, or in substitution for any
other Option or any award granted under any other plan of the Company or
any Affiliate. Options granted in addition to or in tandem with other
Options, or in addition to or in tandem with awards granted under any
other plan of the Company or any Affiliate, may be granted either at the
same time as or at a different time from the grant of such other Options
or awards.
(iv) Limits on Transfer of Options. No Option shall be
assignable, alienable, salable or transferable by a Participating Key
Employee otherwise than by will or by the laws of descent and
distribution; provided, however, that a Participating Key Employee at the
discretion of the Committee may be entitled, in the manner established by
the Committee, to designate a beneficiary or beneficiaries to exercise his
or her rights, and to receive any property distributable, with respect to
any Option upon the death of the Participating Key Employee; and provided
further that a participating Key Employee at the discretion (as reflected
in the applicable Stock Option Agreement) of the Committee and subject to
the limitations of the Code in the case of an Incentive Stock Option may
be entitled to assign, alienate, sell or transfer an Option to the extent
permitted by Rule 16b-3. Unless otherwise provided by the Committee in
its sole discretion (as reflected in the applicable Stock Option
Agreement) and subject to the limitations of the Code in the case of an
Incentive Stock Option, (i) each Option shall be exercisable, during the
lifetime of the Participating Key Employee, only by such individual or, if
permissible under applicable law, by such individual's guardian or legal
representative and (ii) no Option may be pledged, attached, or otherwise
encumbered, and any purported pledge, attachment, or encumbrance thereof
shall be void and unenforceable against the Company or any Affiliate.
(v) Term of Options. The term of each Option shall be for
such period as may be determined by the Committee but the expiration date
of an Option shall be not later than ten years after the date such Option
is granted.
(vi) Share Certificates; Representation. All certificates for
Shares delivered under the Plan pursuant to the exercise of any Option
shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations,
and other requirements of the Commission, any stock exchange or other
market upon which such Shares are then listed or traded, and any
applicable federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Committee may require each
Participating Key Employee or other Person who acquires Shares under the
Plan by means of an Option originally made to a Participating Key Employee
to represent to the Company in writing that such Participating Key
Employee or other Person is acquiring the Shares without a view to the
distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of Defects
and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue, or terminate the Plan; provided, however, that shareholder
approval of any amendment of the Plan shall also be obtained if otherwise
required by: (i) the Code or any rules promulgated thereunder (in order
to allow for Incentive Stock Options to be granted under the Plan), (ii)
any other applicable law, or (iii) the quotation or listing requirements
of any principal securities exchange or market on which the Shares are
then traded (in order to maintain the quotation or listing of the Shares
thereon). Amendment, alteration, suspension, discontinuance or
termination of the Plan shall not affect the rights of Participating Key
Employees without their consent with respect to Options previously granted
to them, and all unexpired Options shall continue in force and effect
after termination of the Plan except as they may lapse or be terminated by
their own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Option or Stock Option Agreement in the manner and to
the extent it shall deem desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Options. No Key Employee, Participating Key
Employee or other Person shall have any claim to be granted an Option
under the Plan, and there is no obligation for uniformity of treatment of
Key Employees, Participating Key Employees, or holders or beneficiaries of
Options under the Plan. The terms and conditions of Options need not be
the same with respect to each Participating Key Employee.
(b) Withholding. No later than the date as to which an amount first
becomes includable in the gross income of a Participating Key Employee for
federal income tax purposes with respect to any Option granted under the
Plan, the Participating Key Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required or permitted
by law to be withheld with respect to such amount. Unless otherwise
determined by the Committee, withholding obligations arising with respect
to Options granted to Participating Key Employees under the Plan may be
settled with Shares, including Shares that are part of, or are received
upon exercise of, the Option that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and any
Affiliate shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Participating Key
Employee. The Committee may establish such procedures as it deems
appropriate for the settling of withholding obligations with Shares,
including, without limitation, the establishment of such procedures as may
be necessary to satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and
such arrangements may be either generally applicable or applicable only in
specific cases.
(d) Rights and Status of Recipients of Options. The grant of an
Option shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Stock Option Agreement. Participating Key Employees shall have
no rights as holders of Shares as a result of the granting of Options
hereunder.
(e) Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
(f) Severability. If any provision of the Plan or any Stock Option
Agreement or any Option is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or Option, or
would disqualify the Plan, any Stock Option Agreement or any Option under
any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot
be so construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Stock Option
Agreement or the Option, such provision shall be stricken as to such
jurisdiction, Person, or Option, and the remainder of the Plan, any such
Stock Option Agreement and any such Option shall remain in full force and
effect.
(g) No Fractional Shares. No fractional Shares or other securities
shall be issued or delivered pursuant to the Plan, any Stock Option
Agreement or any Option, and the Committee shall determine (except as
otherwise provided in the Plan) whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or
any rights thereto shall be canceled, terminated, or otherwise eliminated.
(h) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective on the date of adoption of the Plan by
the Board of Directors of the Company provided that the Plan is approved
by the shareholders of the Company within twelve months following the date
of adoption of the Plan by the Board of Directors. All Options granted
prior to shareholder approval of the Plan shall be contingent upon
shareholder approval and shall not be exercisable until after such
approval.
Exhibit 4.3
Amendments to the Articles of Incorporation of Ridgestone Financial
Services, Inc.
Pursuant to the affirmative vote of the shareholders of the Company
on April 28, 1998 and effective on that same date, the Company's Articles
of Incorporation were amended as described below.
1. Article 2 of the Company's Articles of Incorporation was amended to
read in its entirety as follows:
Article 2. CAPITAL STOCK
A. COMMON STOCK.
The Corporation shall have the authority to issue ten million
(10,000,000) shares of common stock, no par value (the "Common Stock").
The holders of the Common Stock shall be entitled to such dividends
(payable in cash, stock or otherwise) upon the Common Stock as may be
declared from time to time by the Board of Directors and paid out of funds
legally available therefor. In the event of any liquidation, dissolution
or winding up of the affairs of the Corporation and subject to the prior
rights of other holders of shares of capital stock of the Corporation, the
holders of the Common Stock shall be entitled to share ratably in all
assets available for distribution to the shareholders. Subject to
applicable law, the holders of Common Stock shall be entitled to one vote
for each of the shares held by them of record at the time for determining
holders thereof entitled to vote.
B. PREFERRED STOCK.
The Corporation shall have the authority to issue two million
(2,000,000) shares of preferred stock, no par value (the "Preferred
Stock"). The Preferred Stock may be issued from time to time in one or
more series, with such distinctive serial designations as may be stated or
expressed in the resolution or resolutions providing for the issue of such
stock adopted from time to time by the Board of Directors; and in such
resolution or resolutions providing for the issue of shares of each
particular series, the Board of Directors is also expressly authorized, to
the full extent permitted under the Wisconsin Business Corporation Law, to
fix: the consideration for which the shares of such series are to be
issued; the number of shares constituting such series; the rate of
dividends (which may be fixed or variable) upon which and the times at
which dividends on shares of such series shall be payable and the
preference, if any, which such dividends shall have relative to dividends
on shares of any other class or classes or any other series of stock of
the Corporation; whether such dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which dividends
on shares of such series shall be cumulative; the voting rights, if any,
to be provided for shares of such series; the rights, if any, which the
holders of shares of such series shall have in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of
the Corporation; the rights, if any, which the holders of shares of such
series shall have to convert such shares into or exchange such shares for
shares of any other class or classes or any other series of stock of the
Corporation and the terms and conditions, including price and rate of
exchange, of such conversion or exchange; the redemption price or prices
and other terms of redemption, if any, for shares of such series; and any
and all other preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof
pertaining to shares of such series.
2. Article 5 of the Company's Articles of Incorporation was amended to
read in its entirety as follows:
Article 5. BOARD OF DIRECTORS
A. POWERS, NUMBER, CLASSIFICATION AND NOMINATION.
The general powers, number, classification, and requirements for
nomination of directors shall be as set forth in Sections 1, 2 and 3 of
Article III of the By-Laws of the Corporation (and as such sections shall
exist from time to time). Notwithstanding any other provisions of these
Articles of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser affirmative vote may be specified
by law), the affirmative vote of shareholders possessing at least seventy-
five percent (75%) of the voting power of the then outstanding shares of
all classes of stock of the Corporation generally possessing voting rights
in elections of directors, considered for this purpose as one class, shall
be required to amend, alter, change or repeal, or to adopt any provision
inconsistent with, such Sections 1, 2 and 3 of Article III of the By-Laws,
or any provision thereof; provided, however, that the Board of Directors,
by a resolution adopted by the Requisite Vote (as defined herein), may
amend, alter, change or repeal, or adopt any provision inconsistent with,
Sections 1, 2 and 3 of Article III of the By-Laws, or any provision
thereof, without the vote of the shareholders. As used herein, the term
"Requisite Vote" shall mean the affirmative vote of at least two-thirds of
the directors then in office plus one director.
B. REMOVAL OF DIRECTORS.
Any director may be removed from office, but only for "cause"
(as defined herein) by the affirmative vote of shareholders possessing at
least a majority of the voting power of the then outstanding shares of all
classes of stock of the Corporation generally possessing voting rights in
elections of directors, considered for this purpose as one class;
provided, however, that if the Board of Directors by a resolution adopted
by the Requisite Vote shall have recommended removal of a director, then
the shareholders may remove such director from office by the foregoing
vote without cause. As used herein, "cause" shall be deemed to exist only
if the director whose removal is proposed has committed acts of fraud
constituting a felony and resulting in personal enrichment for the
director at the Corporation's expense for which the director was duly and
properly indicted and such indictment is not dismissed within ninety (90)
days of issuance.
C. VACANCIES.
Any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, shall be filled
by the affirmative vote of a majority of the directors then in office,
though less than a quorum of the Board of Directors, or by a sole
remaining director. Any director so elected shall serve until the next
election of the class for which such director shall have been chosen and
until his or her successor shall be duly elected and qualified.
D. OTHER CAPITAL STOCK
Notwithstanding the foregoing and any provisions in the By-Laws
of the Corporation, whenever the holders of any one or more series of
captial stock (other than the Common Stock) issued by the Corporation
pursuant to Article 2 hereof shall have the right, voting separately as a
class or by series, to elect directors at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of the
series of such capital stock applicable thereto, and such directors so
elected shall not be divided into classes unless expressly provided by the
terms of the applicable series.
E. AMENDMENTS.
Notwithstanding any other provisions of these Articles of
Incorporation (and notwithstanding the fact that a lesser affirmative vote
may be specified by law), the affirmative vote of shareholders possessing
at least seventy-five percent (75%) of the voting power of the then
outstanding shares of all classes of stock of the Corporation generally
possessing voting rights in elections of directors, considered for this
purpose as one class, shall be required to amend, alter, change or repeal,
or adopt any provision inconsistent with, the provisions of this Article
5.
Exhibit 4.4
RIDGESTONE FINANCIAL SERVICES, INC.
ARTICLES OF INCORPORATION, AS AMENDED
April 28, 1998
Article 1.
Name of Corporation: Ridgestone Financial Services, Inc.
Article 2. CAPITAL STOCK
A. COMMON STOCK.
The Corporation shall have the authority to issue ten million
(10,000,000) shares of common stock, no par value (the "Common Stock").
The holders of the Common Stock shall be entitled to such dividends
(payable in cash, stock or otherwise) upon the Common Stock as may be
declared from time to time by the Board of Directors and paid out of funds
legally available therefor. In the event of any liquidation, dissolution
or winding up of the affairs of the Corporation and subject to the prior
rights of other holders of shares of capital stock of the Corporation, the
holders of the Common Stock shall be entitled to share ratably in all
assets available for distribution to the shareholders. Subject to
applicable law, the holders of Common Stock shall be entitled to one vote
for each of the shares held by them of record at the time for determining
holders thereof entitled to vote.
B. PREFERRED STOCK.
The Corporation shall have the authority to issue two million
(2,000,000) shares of preferred stock, no par value (the "Preferred
Stock"). The Preferred Stock may be issued from time to time in one or
more series, with such distinctive serial designations as may be stated or
expressed in the resolution or resolutions providing for the issue of such
stock adopted from time to time by the Board of Directors; and in such
resolution or resolutions providing for the issue of shares of each
particular series, the Board of Directors is also expressly authorized, to
the full extent permitted under the Wisconsin Business Corporation Law, to
fix: the consideration for which the shares of such series are to be
issued; the number of shares constituting such series; the rate of
dividends (which may be fixed or variable) upon which and the times at
which dividends on shares of such series shall be payable and the
preference, if any, which such dividends shall have relative to dividends
on shares of any other class or classes or any other series of stock of
the Corporation; whether such dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which dividends
on shares of such series shall be cumulative; the voting rights, if any,
to be provided for shares of such series; the rights, if any which the
holders of shares of such series shall have in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of
the Corporation; the rights, if any, which the holders of shares of such
series shall have to convert such shares into or exchange such shares for
shares of any other class or classes or any other series of stock of the
Corporation and the terms and conditions, including price and rate of
exchange, of such conversion or exchange; the redemption price or prices
and other terms of redemption, if any, for shares of such series; and any
and all other preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof
pertaining to shares of such series.
Article 3.
The street address of the initial registered
office is: Firstar Plaza, Suite 410
One South Pinckney Street
Madison, Wisconsin 53703
Article 4.
The name of the initial registered agent
at the above registered office is: John E. Knight
Article 5. BOARD OF DIRECTORS
A. POWERS, NUMBER, CLASSIFICATION AND NOMINATION.
The general powers, number, classification, and requirements for
nomination of directors shall be as set forth in Sections 1, 2 and 3 of
Article III of the By-Laws of the Corporation (and as such sections shall
exist from time to time). Notwithstanding any other provisions of these
Articles of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser affirmative vote may be specified
by law), the affirmative vote of shareholders possessing at least seventy-
five percent (75%) of the voting power of the then outstanding shares of
all classes of stock of the Corporation generally possessing voting rights
in elections of directors, considered for this purpose as one class, shall
be required to amend, alter, change or repeal, or to adopt any provision
inconsistent with, such Sections 1, 2 and 3 of Article III of the By-Laws,
or any provision thereof; provided, however, that the Board of Directors,
by a resolution adopted by the Requisite Vote (as defined herein), may
amend, alter, change or repeal, or adopt any provision inconsistent with,
Sections 1, 2 and 3 of Article III of the By-Laws, or any provision
thereof, without the vote of the shareholders. As used herein, the term
"Requisite Vote" shall mean the affirmative vote of at least two-thirds of
the directors then in office plus one director.
B. REMOVAL OF DIRECTORS.
Any director may be removed from office, but only for "cause"
(as defined herein) by the affirmative vote of shareholders possessing at
least a majority of the voting power of the then outstanding shares of all
classes of stock of the Corporation generally possessing voting rights in
elections of directors, considered for this purpose as one class;
provided, however, that if the Board of Directors by a resolution adopted
by the Requisite Vote shall have recommended removal of a director, then
the shareholders may remove such director from office by the foregoing
vote without cause. As used herein, "cause" shall be deemed to exist only
if the director whose removal is proposed has committed acts of fraud
constituting a felony and resulting in personal enrichment for the
director at the Corporation's expense for which the director was duly and
properly indicted and such indictment is not dismissed within ninety (90)
days of issuance.
C. VACANCIES.
Any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, shall be filled
by the affirmative vote of a majority of the directors then in office,
though less than a quorum of the Board of Directors, or by a sole
remaining director. Any director so elected shall serve until the next
election of the class for which such director shall have been chosen and
until his or her successor shall be duly elected and qualified.
D. OTHER CAPITAL STOCK
Notwithstanding the foregoing and any provisions in the By-Laws
of the Corporation, whenever the holders of any one or more series of
captial stock (other than the Common Stock) issued by the corporation
pursuant to Article 2 hereof shall have the right, voting separately as a
class or by series, to elect directors at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of the
series of such capital stock applicable thereto, and such directors so
elected shall not be divided into classes unless expressly provided by the
terms of the applicable series.
E. AMENDMENTS.
Notwithstanding any other provisions of these Articles of
Incorporation (and notwithstanding the fact that a lesser affirmative vote
may be specified by law), the affirmative vote of shareholders possessing
at least seventy-five percent (75%) of the voting power of the then
outstanding shares of all classes of stock of the Corporation generally
possessing voting rights in elections of directors, considered for this
purpose as one class, shall be required to amend, alter, change or repeal,
or adopt any provision inconsistent with, the provisions of this Article
5.
Article 6. Name and complete address of each incorporator:
John E. Knight
Boardman, Suhr, Curry & Field
Firstar Plaza, Suite 410
One South Pinckney St.
P.O. Box 927
Madison, WI 53201-0927
Exhibit 4.5
Amendment to the By-Laws of Ridgestone Financial Services, Inc.
Effective April 28, 1998, Section 3 of Article III of the Company's By-Laws
was amended to read in its entirety as follows:
SECTION 3. Classified Board. The Board of Directors shall
be divided into three classes, with respect to the time that they
severally hold office, as nearly equal in number as possible, with the
initial term of the first class of directors to expire at the 1999 annual
meeting of shareholders, the initial term of office of the second class of
directors to expire at the 2000 annual meeting of shareholders and the
initial term of office of the third class of directors to expire at the
2001 annual meeting of shareholders. Directors elected to succeed those
directors whose terms have thereupon expired shall be elected for a term
of office to expire at the third succeeding annual meeting of shareholders
after their election, and upon the election and qualification of their
successors. A person elected as a director shall be deemed a director as
of the time of such election. If the number of directors is changed, then
any increase or decrease shall be apportioned among the classes so as to
maintain or attain, if possible, an equal number of directors in each
class, but in no case will a decrease in the number of directors shorten
the term of any incumbent director. If such equality is not possible,
then the increase or decrease shall be apportioned among the classes in
such a way that the difference in the number of directors in any two
classes shall not exceed one.
Exhibit 4.6
BYLAWS OF
RIDGESTONE FINANCIAL SERVICES, INC.
ARTICLE I. OFFICES
The principal office of the Corporation shall be located in the City
of Brookfield, Waukesha County, Wisconsin.
ARTICLE II. SHAREHOLDERS
SECTION l. Annual Meeting. The regular annual meeting of the
shareholders for the purposes of electing directors and for the
transaction of such other business as may come before the meeting shall be
held in March or April of each year, as established by the Board of
Directors, and the Board of Directors shall establish the annual meeting
date during the month of January preceding the annual meeting. If the
election of directors is not 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 as soon thereafter as may be convenient.
SECTION 2. Special Meetings. Special meetings of the shareholders,
for any purpose, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors, and shall be called by the
President at the request of shareholders owning, in the aggregate, not
less than ten percent (10%) of all the outstanding shares of the
Corporation entitled to vote at the meeting, provided that such
shareholders deliver a signed and dated written demand to the Corporation,
describing the purpose(s) for which the meeting is to be held.
SECTION 3. Place of Meeting. The President or the Chairman of the
Board 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. If no designation is
made, or if a special meeting is otherwise called, the place of meeting
shall be the principal office of the Corporation in the State of
Wisconsin. Any meeting may be adjourned to reconvene at any place
designated by vote of a majority of the shares represented at the meeting.
SECTION 4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the purpose
for which the meeting is called, shall be delivered not less than ten (l0)
days (unless a longer period is required by law) nor more than fifty (50)
days before the date of the meeting, either personally or by mail, by or
at the direction of the President or the Secretary, to each shareholder of
record entitled to vote at the meeting. If mailed, the notice shall be
deemed to be delivered when deposited in the United States mail, addressed
to the shareholder at his or her address as it appears on the stock record
books of the Corporation, postage prepaid.
SECTION 5. Quorum; Manner of Acting. Except as otherwise provided
by law, a majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. A majority of votes cast at any meeting at which
a quorum is present shall be decisive of any motion, except that each
director shall be elected by a plurality of the votes cast by the shares
entitled to vote. Though less than a quorum of the outstanding shares are
represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the
original meeting.
SECTION 6. 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 shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty (60) days. If the
stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be
not more than sixty (60) days and, in case of a meeting of shareholders,
not less than ten (10) days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If
the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the close of business on the date next preceding the date on
which notice of the meeting is mailed 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.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall be applied to any adjournment thereof except where the determination
has been made through the closing of the stock transfer books and the
stated period of closing has expired.
SECTION 7. Nomination of Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any
shareholder of any outstanding class of capital stock of the Corporation
entitled to vote for election of directors. Nominations, other than those
made by or on behalf of the existing management of the Corporation, shall
be made in writing and shall be delivered or mailed to the President of
the Corporation not less than 14 days nor more than 50 days prior to any
meeting of shareholders called for the election of directors, provided,
however, that if less than 21 days' notice of the meeting is given to
shareholders, such nomination shall be mailed or delivered to the
President of the Corporation not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed.
Such notification shall contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the Corporation that
will be voted for each proposed nominee; (d) the name and residence
address of the notifying shareholder; and (e) the number of shares of
capital stock of the Corporation owned by the notifying shareholder.
Nominations not made in accordance herewith may, in his discretion, be
disregarded by the Chairperson of the meeting and, upon his instructions,
the vote tellers may disregard all votes cast for each such nominee.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote by proxy appointed in writing by the shareholder
or by his or her duly authorized attorney in fact. Proxies shall be filed
with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date
of its execution, 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 of the Corporation or the acting secretary of the
meeting, or by oral notice given by the shareholder to the presiding
officer during the meeting. The Board of Directors shall have the power
and authority to make rules establishing presumptions as to the validity
and sufficiency of proxies. Proxies may be subject to examination by any
shareholder at the meeting, and all proxies shall be filed and preserved.
SECTION 9. Voting of Shares. Each outstanding share entitled to
vote shall be entitled to one (l) 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 limited or denied by the
Articles of Incorporation.
SECTION 10. Voting of Shares by Certain Shareholders. 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. A proxy executed by any principal officer of
such other corporation or assistant thereto shall be conclusive evidence
of the signer's authority to act, in the absence of express notice to this
Corporation, given in writing to the Secretary of this Corporation, of the
designation of some other person by the board of directors or the bylaws
of such other corporation. 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.
SECTION 11. Waiver of Notice by Shareholders. Whenever any notice
is required to be given to any shareholder of the Corporation under the
Articles of Incorporation, these bylaws or any provision of law, a waiver
of such notice, 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. A waiver with respect to
any matter of which notice is required under any provision of Chapter l80,
Wisconsin Statutes, shall contain the same information as would have been
required to be included in the notice, except the time and place of
meeting.
ARTICLE III. BOARD OF DIRECTORS
SECTION l. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of
directors of the Corporation shall be not less than three (3) nor more
than twelve (12), the exact number to be determined from time to time by
resolution adopted by the Board of Directors or by the shareholders of the
Corporation at the annual meeting of the shareholders. Each director
shall hold office until the next annual meeting of shareholders and until
his or her successor has been elected or until his or her death,
resignation or removal in the manner provided in this Article.
SECTION 3. Classified Board. The Board of Directors shall be
divided into three classes, with respect to the time that they severally
hold office, as nearly equal in number as possible, with the initial term
of the first class of directors to expire at the 1999 annual meeting of
shareholders, the initial term of office of the second class of directors
to expire at the 2000 annual meeting of shareholders and the initial term
of office of the third class of directors to expire at the 2001 annual
meeting of shareholders. Directors elected to succeed those directors
whose terms have thereupon expired shall be elected for a term of office
to expire at the third succeeding annual meeting of shareholders after
their election, and upon the election and qualification of their
successors. A person elected as a director shall be deemed a director as
of the time of such election. If the number of directors is changed, then
any increase or decrease shall be apportioned among the classes so as to
maintain or attain, if possible, an equal number of directors in each
class, but in no case will a decrease in the number of directors shorten
the term of any incumbent director. If such equality is not possible,
then the increase or decrease shall be appointed among the classes in such
a way that the difference in the number of directors in any two classes
shall not exceed one.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called at any time by or at the request of the President,
and shall be called at the request of three or more directors. The person
or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the
place for holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice. Notice of any special meeting shall be given at
least forty-eight (48) hours in advance of the meeting by written notice
delivered personally or mailed to each director at his or her business
address, or by facsimile or other electronic means. If mailed, the notice
shall be deemed to be delivered when deposited in the United States mail
so addressed with postage prepaid. Whenever any notice is required to be
given to any director of the Corporation under the Articles of
Incorporation, these bylaws or any provision of law, a waiver of such
notice, in writing, signed at anytime (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 that meeting, except
where a director attends a meeting and at the meeting objects to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
SECTION 6. Quorum. Except as otherwise provided by law, the
Articles of Incorporation, or these bylaws, a majority of the number of
directors then in office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting
from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the
directors then in office shall be the act of the Board of Directors,
unless the act of a greater number is required by law, the Articles of
Incorporation, or these bylaws. Except as otherwise provided by law, the
Board of Directors may permit any or all directors to participate in a
regular or special meeting of the Board of Directors by, or to conduct the
meeting through the use of, any means of communication ("Electronic
Means") by which all participating directors may simultaneously hear each
other during the meeting. If a meeting will be conducted through the use
of Electronic Means, 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 Electronic Means is deemed to be
present in person at the meeting.
SECTION 8. Removal and Resignation. A director may be removed from
office by the shareholders at a meeting called for that purpose. A
director may resign at any time by filing a written resignation with the
Secretary of the Corporation.
SECTION 9. Vacancies. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, may be filled until the next succeeding annual shareholders'
meeting by the affirmative vote of a majority of the directors then in
office.
SECTION 10. Compensation. The Board of Directors, irrespective of
any personal interest of any of its members, may establish reasonable
compensation of all directors for services to the Corporation as
directors, officers or otherwise, or may delegate such authority to an
appropriate committee. The Board of Directors also shall have authority
to provide for, or to delegate authority to, an appropriate committee to
provide for reasonable pensions, disability or death benefits, and other
benefits or payments, to directors, officers and employees and to their
estates, families, dependents, or beneficiaries on account of prior
services rendered to the Corporation.
SECTION 11. Presumption of Assent. A director of the Corporation
who is present at a meeting of the Board of Directors or a committee
thereof at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless the dissent or abstention of
the director shall be entered in the minutes of the meeting or unless the
director shall file a written dissent to such action with the person
acting as the secretary of the meeting before adjournment or shall forward
such dissent by certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.
SECTION 12. Committees. The Board of Directors 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 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, action
under or pursuant to the Articles of Incorporation, amendment, alteration
or repeal of these bylaws, or the removal or filling of vacancies in the
Board of Directors or committees created pursuant to this section. The
Board of Directors may elect one or more of its members as alternate
members of any such committee who may take the place of any absent member
or members at any meeting of such committee, upon request by the Chairman
of the Board or the President or upon request by the chairman of such
meeting. Each such committee shall fix its own rules governing the
conduct of its activities and shall make such reports to the Board of
Directors of its activities as the Board of Directors may request.
SECTION l3. Informal Action Without Meeting. Any action required or
permitted by the Articles of Incorporation, these bylaws, 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, is signed by all of the directors then in office.
ARTICLE IV. OFFICERS
SECTION l. Number. The principal Officers of the Corporation shall
be a President, a Vice-President, and a Secretary, each of whom shall be
elected by the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the
Board of Directors. Any two or more offices may be held by the same
person, except the offices of President and Secretary and the offices of
President and Vice-President.
SECTION 2. Election and Term of Office. 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 is not held at such
meeting, the election shall be held as soon thereafter as may be
convenient. Each officer shall hold office until his or her successor
shall have been duly elected or until his or her death or until he or she
resigns or is removed in the manner provided in this Article.
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. Any such removal shall be without prejudice to the contract
rights, if any, of the person being removed. Election or appointment
shall not of itself create contract rights.
SECTION 4. 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.
SECTION 5. 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. The President shall, when
present, preside at all meetings of the shareholders and of the Board of
Directors. The President 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. The President shall have authority to sign, execute, and
acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds,
stock certificates, contracts, leases, reports, and all other documents or
instruments necessary or proper to be executed in the course of the
Corporation's regular business, or which shall be authorized by resolution
of the Board of Directors. Except as otherwise provided by law or the
Board of Directors, the President may authorize any Vice-President or
other officer or agent of the Corporation to sign, execute, and
acknowledge such documents or instruments in his place and stead. In
general, the President shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 6. The Vice-President. In the case of the removal of the
President from office, or death or resignation, the powers and duties of
the office shall devolve upon the Vice- President, who shall perform all
duties of the office until a meeting of the directors is held and a
President is elected. The Vice President shall discharge the duties of
the President during the absence of the President from the state and, if
so requested in writing by the President, during the latter's absence from
the country. The Board of Directors may by resolution, adopted by a two-
thirds vote, empower the Vice President to discharge the duties of the
President in the event of the illness or inability of the President to
discharge the duties of his office. In general, the Vice President shall
perform all duties incident to the office of Vice President and such other
duties as may be prescribed by the Board of Directors from time to time.
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
duly given in accordance with the provisions of these bylaws 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, or 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 designated or assigned to the Secretary by the
President or by the Board of Directors.
SECTION 8. Compensation. The compensation of the officers shall be
fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving such compensation by reason of the fact that he
or she is also a director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION l. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authorization may be general or confined to specific
instances.
SECTION 2. Loans. No loans may be contracted on behalf of the
Corporation and no evidences of indebtedness may be issued in its name
unless authorized by or under the authority of a resolution of the Board
of Directors. Such authorization may be general or confined to specific
instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall
from time to time be determined by or under the authority of a resolution
of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other depositories as may
be selected by or under the authority of the Board of Directors.
SECTION 5. 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 the Vice President of this
Corporation, and (b) whenever, in the judgment of the President, or in his
absence, the 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 Vice President of this Corporation, without necessity of
any authorization by the Board of Directors, affixation of corporate seal
or countersignature or attestation by another officer. Any person or
persons designated in the manner above stated as the proxy or proxies of
this Corporation shall have full right, power, and authority to vote the
shares or other securities issued by such other corporation and owned by
this Corporation the same as such shares or other securities might be
voted by this Corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION l. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined by
the Board of Directors. Each certificate shall be signed by the President
and by the 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 cancelled. 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 case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record or by his or her legal representative,
who shall furnish proper evidence of authority to transfer, or by the
holder's attorney authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand
on the books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.
SECTION 3. Restriction Upon 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.
SECTION 4. Lost, Destroyed or Stolen Certificates. Where the owner
claims that his or her certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if
the owner (a) so requests before the Corporation has notice that such
shares have been acquired by a bona fide purchaser, (b) files with the
Corporation a sufficient indemnity bond, and (c) satisfies such other
reasonable requirements as the Board of Directors may prescribe.
SECTION 5. 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. 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, except as
required by law. No certificate shall be issued for any share until such
share is fully paid.
SECTION 6. 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. LIABILITY AND INDEMNIFICATION OF
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS; INSURANCE
SECTION 1. Liability of Directors. No director shall be liable to
the Corporation, its shareholders, or any person asserting rights on
behalf of the Corporation or its shareholders, for damages, settlements,
fees, fines, penalties, or other monetary liabilities arising from a
breach of, or a failure to perform, any duty resulting solely from his or
her status as a director of the Corporation (or from his or her status as
a director, officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of another corporation or
foreign corporation, partnership, joint venture, trust or other
enterprise, including service to an employee benefit plan, in which
capacity the director is or was serving at the Corporation's request while
a director of the Corporation) to the fullest extent not prohibited by
law, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent such amendment permits the
Corporation to further limit or eliminate the liability of a director,
provided, however, that this limitation on liability shall not apply where
the breach or failure to perform constitutes (a) a willful failure to deal
fairly with the Corporation or its shareholders in connection with a
matter in which the director has a material conflict of interest; (b) a
violation of criminal law, unless the director had reasonable cause to
believe his or her conduct was lawful or no reasonable cause to believe
his or her conduct was unlawful; (c) a transaction from which the director
derived an improper personal benefit; or (d) willful misconduct).
SECTION 2. Liability of Officers. No officer shall be liable to the
Corporation for any loss or damage suffered by it on account of any action
taken or omitted to be taken by him or her as an officer of the
Corporation (or as an officer, director, partner, trustee, member of any
governing or decision-making committee, employee or agent of another
corporation or foreign corporation, partnership, joint venture, trust or
other enterprise, including service to an employee benefit plan, in which
capacity the officer is or was serving at the Corporation's request while
being an officer of the Corporation) in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent person
would have exercised or used under the circumstances in the conduct of his
or her own affairs, or (b) took or omitted to take such action in reliance
upon information, opinions, reports or statements prepared or presented
by: (i) an officer or employee of the Corporation whom the officer
believed in good faith to be reliable and competent in the matters
presented, or (ii) legal counsel, public accountants and other persons as
to matters the officer believed in good faith were within the person's
professional or expert competence.
SECTION 3. Indemnification of Directors, Officers, Employees and
Agents.
(a) Right of Directors and Officers to Indemnification. Any
person shall be indemnified and held harmless to the fullest extent
permitted by law, as the same may exist or may hereafter be amended (but,
in the case of any such amendment, only to the extent such amendment
permits the Corporation to provide broader indemnification rights than the
law permitted the Corporation to provide prior to such amendment), from
and against all reasonable expenses (including fees, costs, charges,
disbursements, attorneys' fees and any other expenses) and liability
(including the obligation to pay a judgment, settlement, penalty,
assessment, forfeiture or fine, including an excise tax assessed with
respect to an employee benefit plan) asserted against, incurred by or
imposed on him or her in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative ("proceeding"),
to which he or she is made or threatened to be made a party by reason of
his or her being or having been a director or officer of the Corporation
(or by reason of, while serving as a director or officer of the
Corporation, having served at the Corporation's request as a director,
officer, partner, trustee, member of any governing or decision-making
committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise,
including service to an employee benefit plan); provided, however, in
situations other than a successful defense of a proceeding, the director
or officer shall not be indemnified where he or she breached or failed to
perform a duty to the Corporation and the breach or failure to perform
constitutes (a) a willful failure to deal fairly with the Corporation or
its shareholders in connection with the matter in which the director or
officer has a material conflict of interest; (b) a violation of criminal
law, unless the director or officer had reasonable cause to believe his or
her conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (c) a transaction from which the director or officer
derived an improper personal benefit; or (d) willful misconduct. Such
rights to indemnification shall include the right to be paid by the
Corporation reasonable expenses as incurred in defending such proceeding;
provided, however, that payment of such expenses as incurred shall be made
only upon such person delivering to the Corporation (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 personally or on his or her behalf, to
repay the allowance to the extent it is ultimately determined that such
person is not entitled to indemnification under this provision. The
Corporation may require that the undertaking be secured and may require
payment of reasonable interest on the allowance to the extent that it is
ultimately determined that such person is not entitled to indemnification.
(b) Right of Director or Officer to Bring Suit. If a claim
under subsection (a) is not paid in full by the Corporation within 30 days
after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the reasonable expense of
prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking has been tendered to the Corporation) that the
claimant has not met the standards of conduct under this Article which
make it permissible for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation.
(c) Indemnification For Intervention, Etc. The Corporation
shall not, however, indemnify a director or officer under this Article for
any liability incurred in a proceeding otherwise initiated (which shall
not be deemed to include counterclaims or affirmative defenses) or
participated in as an intervenor by the person seeking indemnification
unless such initiation of or participation in the proceeding is
authorized, either before or after its commencement, by the affirmative
vote of the majority of the directors in office.
(d) Right of Employees and Agents to Indemnification. The
Corporation by its Board of Directors may on such terms as the Board deems
advisable indemnify and allow reasonable expenses of any employee or agent
of the Corporation with respect to any action taken or failed to be taken
in his or her capacity as such employee or agent.
SECTION 4. Contract Rights; Amendment or Repeal. All rights under
this Article shall be deemed a contract between the Corporation and the
director or officer pursuant to which the Corporation and the director or
officer intend to be legally bound. Any repeal, amendment or modification
of this Article shall be prospective only as to conduct of a director or
officer occurring thereafter, and shall not affect any rights or
obligations then existing.
SECTION 5. Scope of Article. The rights granted by this Article
shall not be deemed exclusive of any other rights to which a director,
officer, employee or agent may be entitled under any statute, agreement,
vote of shareholders or disinterested directors or otherwise. The
indemnification and advancement of expenses provided by or granted
pursuant to this Article shall continue as to a person who has ceased to
be a director or officer in respect to matters arising prior to such time,
and shall inure to the benefit of the heirs, executors, administrators and
personal representatives of such a person.
SECTION 6. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, member of any governing or decision-making committee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service to an employee benefit plan, against any
liability asserted against that person or incurred by that person in any
such capacity, or arising out of that person's status as such, whether or
not the Corporation would have the power to indemnify such person against
such expense, liability or loss under this Article.
ARTICLE VIII. TRANSACTIONS WITH
CORPORATION; DISALLOWED EXPENSE
SECTION 1. Transactions with the Corporation. Any contract or other
transaction between the Corporation and one or more of its directors, or
between the Corporation and any firm of which one or more of its directors
are members or employees, or in which they are interested, or between the
Corporation and any corporation or association of which one or more of its
directors are shareholders, members, directors, officers, or employees, or
in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting
of the Board of Directors of the Corporation, which acts upon, or in
reference to, such contract or transaction, and notwithstanding his or
their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors
shall, nevertheless, authorize, approve and ratify such contract or
transaction by a vote of a majority of the directors present, such
interested director or directors to be counted in determining whether a
quorum is present, but not counted in calculating the majority of such
quorum necessary to carry such vote. This section shall not be construed
to invalidate any contract or other transaction which would otherwise be
valid under the common and statutory law applicable thereto.
SECTION 2. Reimbursement of Disallowed Expenses. In the event any
payment (either as compensation, interest, rent, expense reimbursement or
otherwise) to any officer, director or shareholder which is claimed as a
deduction by this Corporation for federal income tax purposes shall
subsequently be determined not to be deductible in whole or in part by
this Corporation, the recipient shall reimburse the Corporation for the
amount of the disallowed payment, provided that this provision shall not
apply to any expense where the Board, in its sole discretion, determines
such disallowance (including any concession of such issue by the
Corporation in connection with the settlement of other issues in a
disputed case) is manifestly unfair and contrary to the facts. For
purposes of this provision, any such payment shall be determined not to be
deductible when and only when either (a) the same may have been determined
by a court of competent jurisdiction and either the Corporation shall not
have appealed from such determination or the time for perfecting an appeal
shall have expired or (b) such disallowed deduction shall constitute or be
contained in a settlement with the Internal Revenue Service which
settlement may have been authorized by the Board of Directors.
ARTICLE IX. FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December in each year.
ARTICLE X. DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles of
Incorporation.
ARTICLE XI. SEAL
The Corporation shall not have a corporate seal, and all formal
corporate documents shall carry the designation "No Seal" along with the
signature of the officer(s).
ARTICLE XII. AMENDMENT
SECTION 1. By Shareholders. These bylaws may be altered, amended or
repealed and new bylaws may be adopted by the shareholders by affirmative
vote of not less than two-thirds of the outstanding shares of the
Corporation entitled to vote.
SECTION 2. By Directors. These bylaws may also be altered, amended
or repealed and new bylaws may be adopted by the Board of Directors by
affirmative vote of not less than a majority of the directors then in
office; but no bylaw adopted by the shareholders shall be amended or
repealed by the Board of Directors if the bylaw so adopted so provides.
SECTION 3. Implied Amendments. Any action taken or authorized by
the shareholders which would be inconsistent with the bylaws then in
effect but is taken or authorized by affirmative vote of not less than the
number of shares required to amend the bylaws so that the bylaws would be
consistent with such action shall be given the same effect as though the
bylaws had been temporarily amended or suspended so far, but only so far,
as is necessary to permit the specific action so taken or authorized.
Exhibit 5
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON D.C.
SACRAMENTO WEST PALM BEACH
May 11, 1998
Ridgestone Financial Services, Inc.
13925 West North Avenue
Brookfield, WI 53005
Ladies and Gentlemen:
We have acted as counsel for Ridgestone Financial Services,
Inc., a Wisconsin corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to an additional 400,000 shares of the Company's common
stock, no par value (the "Common Stock"), which may be issued pursuant
to the Ridgestone Financial Services, Inc. 1996 Stock Option Plan, as
amended (the "Plan").
In connection with our representation, we have examined: (i) the
Registration Statement; (ii) the Company's Articles of Incorporation and
Bylaws, as amended to date; (iii) the Plan; and (iv) such other
proceedings, documents and records as we have deemed necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock, when issued by the Company in
the manner and for the consideration as contemplated in the Plan, will be
legally issued, fully paid and nonassessable and no personal liability
will attach to the ownership thereof, except for debts owing to employees
of the Company for services performed, but not exceeding six months'
service in any one case, as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such section and its
predecessors have been judicially interpreted.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors and
Shareholders
Ridgestone Financial Services, Inc.
We consent to the incorporation by reference in this Registration
Statement of Ridgestone Financial Services, Inc. on Form S-8 of our report
dated January 30, 1998, included and incorporated by reference in the
Annual Report on Form 10-KSB of Ridgestone Financial Services, Inc. for
the year ended December 31, 1997.
/s/ Conley McDonald LLP
Conley McDonald LLP
May 11, 1998
Brookfield, Wisconsin
