Exhibit 3.2
BY-LAWS
OF
NEW SCHOOL, INC.
ARTICLE I
OFFICES
SECTION 1.1. Principal and Other Offices. The
principal office of the Corporation shall be located at
any place either within or outside the State of
Wisconsin as designated in the Corporation's most
current Annual Report filed with the Wisconsin
Department of Financial Institutions. The Corporation
may have such other offices, either within or outside
the State of Wisconsin, as the Board of Directors may
designate or as the business of the Corporation may
require from time to time.
SECTION 1.2. Registered Office. The registered
office of the Corporation required by the Wisconsin
Business Corporation Law to be maintained in the State
of Wisconsin may, but need not, be the same as any of
its places of business. The registered office may be
changed from time to time.
SECTION 1.3. Registered Agent. The registered
agent of the Corporation required by the Wisconsin
Business Corporation Law to maintain a business office
in the State of Wisconsin may, but need not, be an
officer or employee of the Corporation. The registered
agent may be changed from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. Annual Meeting. The annual meeting
of shareholders shall be held on such date and at such
time as shall be fixed by, or at the direction of, the
Board of Directors, for the purpose of electing
directors for the class of directors whose term expires
in such year and for the transaction of such other
business as may have been properly brought before the
meeting in compliance with the provisions of Sections
2.5 and 2.6.
SECTION 2.2. Special Meetings. Except as
otherwise required by applicable law, special meetings
of shareholders may only be called by (a) the Chairman
of the Board of Directors, (b) the Chief Executive
Officer, (c) the President or (d) the Board of
Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors
(whether or not there exist any vacancies in previously
authorized directorships at the time any such
resolution is presented to the Board of Directors for
adoption); provided, however, that the Corporation
shall hold a special meeting of shareholders if a
signed and dated written demand or demands by the
holders of at least ten percent (10%) of the total
outstanding shares of capital stock of the Corporation
entitled to vote on any issue proposed to be considered
at the special meeting is delivered to the Secretary of
the Corporation as required under the Wisconsin
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Business Corporation Law, which demand or demands must
describe one or more purposes for which the
shareholders demand a meeting be called, and the
shareholders demanding the meeting pay to the
Corporation, or make satisfactory arrangements with the
Corporation for payment of, the Corporation's
anticipated costs of holding the meeting, including the
costs of printing and mailing any proxy materials.
Only business within the purpose described in the
notice required by Section 2.4 may be conducted at a
special shareholders' meeting.
SECTION 2.3. Place of Meeting. The Board of
Directors, the Chairman of the Board, the Chief
Executive Officer or the President may designate any
place, within or outside the State of Wisconsin, as the
place of meeting for the annual or special meeting. If
no designation is made, the place of meeting shall be
the principal office of the Corporation, but any
meeting may be adjourned to reconvene at any place
designated by vote of a majority of the shares
represented at the meeting.
SECTION 2.4. Notice of Meeting. The Corporation
shall notify shareholders of the date, time and place
of each annual and special shareholders' meeting.
Notice of a special meeting shall include a description
of each purpose for which the meeting is called.
Notice of all meetings need be given only to
shareholders entitled to vote, unless otherwise
required by the Wisconsin Business Corporation Law, and
shall be given not less than ten nor more than sixty
days before the meeting date. The Corporation may give
notice in person, by mail or other method of delivery,
by telephone, including voice mail, answering machine
or answering service, or by other electronic means. If
these forms of personal notice are impracticable,
notice may be communicated by a newspaper of general
circulation in the area where published, or by radio,
television or other form of public broadcast
communication. Written notice, which includes notice
by electronic transmission, shall be deemed to be
effective at the earlier of (i) receipt, (ii) mailing,
but only if mailed postpaid and addressed to the
shareholder's address shown in the Corporation's
current record of shareholders or (iii) when
electronically transmitted to the shareholder in a
manner authorized by the shareholder. The Corporation
may give oral notice and such oral notice shall be
deemed to be effective when communicated. Notice by
newspaper, radio, television or other form of public
broadcast communication shall be deemed to be effective
on the date of publication or broadcast.
SECTION 2.5. Advance Notice Shareholder-Proposed
Business at Annual Meeting. At an annual meeting of
shareholders, only such business shall be conducted as
shall have been properly brought before the meeting.
To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting
(or any amendment or supplement thereto) given in
accordance with Section 2.4, (b) otherwise properly
brought before the meeting by or at the direction of
the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the President or (c)
otherwise properly brought before the meeting by a
shareholder.
In addition to any other requirements under
applicable law, the Articles of Incorporation or these
By-Laws for business to be properly brought before an
annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a
shareholder's notice must be received at the principal
office of the Corporation not less than 120 calendar
days prior to the date of the Corporation's proxy
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statement in connection with the annual meeting of
shareholders in the immediately preceding year;
provided, however, that in the event the Corporation
did not hold an annual meeting the previous year, or if
the date of the annual meeting is changed by more than
30 days from the date of the previous year's meeting,
then notice must be received a reasonable time before
the Corporation begins to print and mail its proxy
materials.
A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual
meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of
the shareholder proposing such business, (iii) the
class and number of shares of the Corporation which are
owned beneficially and of record by the shareholder and
(iv) any interest of the shareholder in such business.
In addition, any such shareholder shall be required to
provide such further information as may be requested by
the Corporation in order to comply with federal and
state securities laws, rules and regulations. The
Corporation may require evidence by any person giving
notice under this Section 2.5 that such person is a
bona fide beneficial owner of the Corporation's shares.
Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set
forth in this Section 2.5; provided, however, that
nothing in this Section 2.5 shall be deemed to preclude
discussion by any shareholder of any business properly
brought before the annual meeting in accordance with
said procedure.
The presiding officer at the annual meeting shall,
if the facts warrant, determine and declare to the
meeting that business was not properly brought before
the meeting in accordance with the provisions of this
Section 2.5, and if he or she should so determine, he
or she shall so declare to the meeting and any such
business not properly brought before the meeting shall
not be transacted.
SECTION 2.6. Procedure for Nomination of
Directors. Only persons nominated in accordance with
all of the procedures set forth in these By-Laws shall
be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors,
(b) by any nominating committee or persons appointed by
the Board or (c) by any shareholder of the Corporation
entitled to vote for election of directors at the
meeting who complies with all of the notice procedures
set forth in this Section 2.6.
Nominations other than those made by or at the
direction of the Board of Directors or any nominating
committee or person appointed by the Board shall be
made pursuant to timely notice in proper written form
to the Secretary of the Corporation. To be timely, a
shareholder's request to nominate a person for
director, together with the written consent of such
person to serve as a director, must be received by the
Secretary of the Corporation at the Corporation's
principal office as follows: (x) with respect to an
annual meeting, not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of
the annual meeting of shareholders in the immediately
preceding year; provided, however, that in the event
the date of the annual meeting is advanced by more than
thirty (30) days or delayed by more than thirty (30)
days from such
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anniversary date, notice must be
received not earlier than the ninetieth (90th) day
prior to such annual meeting and not later than the
tenth (10th) day following the day on which notice of
the date of such meeting was first communicated; and
(y) with respect to a special meeting, not less than
sixty (60) nor more than ninety (90) days prior to the
special meeting, or the tenth (10th) day following the
day on which notice of the date of such special meeting
is first communicated. In addition, if the nomination
is to be made pursuant to a shareholder proposal, such
proposal must comply with Section 2.5.
To be in proper written form, such shareholder's
notice shall set forth in writing (i) as to each person
whom the shareholder proposes to nominate for election
or reelection as a director (1) the name, age, business
address and residence address of such person, (2) the
principal occupation or employment of such person, (3)
the class and number of shares of stock of the
Corporation which are beneficially owned by such person
and (4) such other information relating to such person
as would be required to be disclosed in solicitations
of proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of
1934, as amended, and any successor to such Regulation;
and (ii) as to the shareholder giving the notice (1)
the name and record address of such shareholder, (2)
the class and number of shares of the Corporation which
are owned beneficially and of record by such
shareholder, (3) a representation that the shareholder
is a holder of record of shares of the Corporation
entitled to vote at such meeting and will remain such
through the record date for the meeting and (4) a
representation that such shareholder intends to appear
in person or by proxy at the meeting to nominate the
person or persons specified in the notice. The
Corporation may require any proposed nominee to furnish
such other information as may reasonably be required by
the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the
Corporation or the shareholder to nominate the proposed
nominee.
The presiding officer at the annual or special
meeting shall, if the facts so warrant, determine and
declare to the meeting that a nomination was not made
in accordance with the provisions of this Section 2.6,
and if he or she should so determine, he or she shall
so declare to the meeting and the defective
nomination(s) shall be disregarded.
SECTION 2.7. Fixing of Record Date. For the
purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to receive payment of any
distribution or dividend, or in order to make a
determination of shareholders for any other proper
purpose, the Board of Directors may fix in advance a
date as the record date for any such determination of
shareholders. Such record date shall not be more than
seventy (70) days prior to the date on which the
particular action requiring such determination of
shareholders is to be taken.
If no record date is so fixed, the record date for
determination of such shareholders shall be at the
close of business on:
(a) With respect to an annual shareholders
meeting or any special shareholders meeting called by
the Board of Directors or any person specifically
authorized by the Board of Directors or these By-Laws
to call a meeting, the day before the first notice is
mailed or otherwise transmitted or communicated to
shareholders;
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(b) With respect to a special shareholders
meeting demanded by the shareholders, the date the
first shareholder signs the demand;
(c) With respect to the payment of a share
dividend, the date the Board of Directors authorizes
the share dividend; and
(d) With respect to a distribution to
shareholders (other than one involving a repurchase or
reacquisition of shares), the date the Board of
Directors authorizes the distribution.
SECTION 2.8. Voting Lists. After fixing a record
date for a meeting, the Corporation shall prepare a
list of the names of all its shareholders who are
entitled to notice of a shareholders meeting. The list
shall be arranged by class or series of shares and show
the address of and the number of shares held by each
shareholder. The shareholders list must be available
for inspection by any shareholder, beginning two (2)
business days after notice of the meeting is given for
which the list was prepared and continuing to the date
of the meeting. The list shall be available at the
Corporation's principal office or at a place identified
in the meeting notice in the city where the meeting is
to be held. Subject to the provisions of the Wisconsin
Business Corporation Law, a shareholder or his or her
agent or attorney may, on written demand, inspect and
copy the list during regular business hours at such
shareholder's expense, during the period that it is
available for inspection. The Corporation shall make
the shareholders list available at the meeting, and any
shareholder or his or her agent or attorney may inspect
the list at any time during the meeting or any
adjournment thereof. Refusal or failure to prepare or
make available the shareholders list shall not affect
the validity of any action taken at such meeting.
SECTION 2.9. Shareholder Quorum and Voting
Requirements. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting
only if a quorum of those shares exists with respect to
that matter. Unless the Articles of Incorporation,
these By-Laws or the Wisconsin Business Corporation Law
provide otherwise, a majority of the votes entitled to
be cast on the matter by the voting group constitutes a
quorum of that voting group for action on that matter.
If the Articles of Incorporation or the Wisconsin
Business Corporation Law provide for voting by two or
more voting groups on a matter, action on that matter
is taken only when voted upon by each of those voting
groups counted separately. Action may be taken by one
voting group on a matter even though no action is taken
by another voting group entitled to vote on the matter.
Once a share is represented for any purpose at a
meeting, other than for the purpose of objecting to
holding the meeting or transacting business at the
meeting, it is deemed present for purposes of
determining whether a quorum exists, for the remainder
of the meeting and for any adjournment of that meeting
to the extent provided in Section 2.14.
If a quorum exists, action on a matter by a voting
group is approved if the votes cast within the voting
group favoring the action exceed the votes cast
opposing the action, unless the Articles of
Incorporation, these By-Laws or the Wisconsin Business
Corporation Law require a
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greater number of affirmative
votes; provided, however, that for purposes of electing
directors, unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of
the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
For purposes of electing directors, (a) a "plurality"
means that the individuals with the largest number of
votes are elected as directors up to the maximum number
of directors to be chosen at the election and (b) votes
against a candidate are not given legal effect and are
not counted as votes cast in an election of directors.
SECTION 2.10. Proxies. A shareholder entitled to
vote at a meeting of shareholders, or to express
consent or dissent in writing to any corporate action
without a meeting of shareholders, may authorize
another person to act for the shareholder by appointing
the person as proxy. A shareholder, or the
shareholder's duly authorized attorney-in-fact, may
appoint a person as proxy (i) by signing, or causing
the shareholder's signature to be affixed to, an
appointment form by any reasonable means, including,
but not limited to, by facsimile signature, or (ii) by
transmitting, or authorizing the transmission of, an
electronic transmission of appointment to the person
who will be appointed as proxy or to a proxy
solicitation firm, proxy support service organization
or like agent authorized to receive the transmission by
the person who will be appointed as proxy. An
appointment of proxy is effective when a signed
appointment form or an electronic transmission of the
appointment is received by the Inspector of Election or
the officer or agent of the Corporation authorized to
tabulate votes. An appointment is valid for 11 months
unless a different period is expressly provided in the
appointment.
SECTION 2.11. Voting of Shares. Unless otherwise
provided in the Articles of Incorporation or the
Wisconsin Business Corporation Law, each outstanding
share entitled to vote shall be entitled to one (1)
vote upon each matter submitted to a vote at a meeting
of shareholders.
No shares in the Corporation held by another
corporation may be voted if the Corporation owns,
directly or indirectly, a sufficient number of shares
entitled to elect a majority of the directors of such
other corporation; provided, however, that the
Corporation shall not be limited in its power to vote
any shares, including its own shares, held by it in a
fiduciary capacity.
SECTION 2.12. Voting Shares Owned by the
Corporation. Shares of the Corporation belonging to it
shall not be voted directly or indirectly at any
meeting and shall not be counted in determining the
total number of outstanding shares at any given time,
but shares held by the Corporation in a fiduciary
capacity may be voted and shall be counted in
determining the total number of outstanding shares at
any given time.
SECTION 2.13. Acceptance of Instruments Showing
Shareholder Action.
(a) If the name signed on a vote, consent, waiver
or proxy appointment corresponds to the name of a
shareholder, the Corporation, if acting in good faith,
may accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the
shareholder.
(b) If the name signed on a vote, consent, waiver
or proxy appointment does not correspond to the name of
its shareholder, the Corporation, if acting in good
faith, may accept
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the vote, consent, waiver or proxy
appointment and give it effect as the act of the
shareholder if any of the following apply:
(i) the shareholder is an entity, within the
meaning of the Wisconsin Business Corporation Law,
and the name signed purports to be that of an
officer or agent of the entity;
(ii)the name signed purports to be that of a
personal representative, administrator, executor,
guardian or conservator representing the shareholder
and, if the Corporation or its agent requests,
evidence of fiduciary status acceptable to the
Corporation is presented with respect to the vote, consent,
waiver or proxy appointment;
(iii) the name signed purports to be that
of a receiver or trustee in bankruptcy of the
shareholder and, if the Corporation or its agent
requests, evidence of this status acceptable to
the Corporation is presented with respect to the
vote, consent, waiver or proxy appointment;
(iv)the name signed purports to be that of
a pledgee, beneficial owner or attorney-in-fact of
the shareholder and, if the Corporation or its agent
requests, evidence acceptable to the Corporation of
the signatory's authority to sign for the shareholder
is presented with respect to the vote, consent, waiver
or proxy appointment; or
(v) two or more persons are the shareholder
as co-tenants or fiduciaries and the name signed
purports to be the name of at least one of the
co-owners and the person signing appears to be
acting on behalf of all co-owners.
(c) The Corporation may reject a vote, consent,
waiver or proxy appointment if the Secretary or other
officer or agent of the Corporation who is authorized
to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on
it or about the signatory's authority to sign for the
shareholder.
SECTION 2.14. Adjournments. An annual or special
meeting of shareholders may be adjourned at any time,
including after action on one or more matters, by a
majority of shares represented, even if less than a
quorum. The meeting may be adjourned for any purpose,
including, but not limited to, allowing additional time
to solicit votes on one or more matters, to disseminate
additional information to shareholders or to count
votes. Upon being reconvened, the adjourned meeting
shall be deemed to be a continuation of the initial
meeting.
(a) Quorum. Once a share is represented for any
purpose at the original meeting, other than for the
purpose of objecting to holding the meeting or
transacting business at a meeting, it is considered
present for purposes of determining if a quorum exists,
for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is
or must be set for that adjourned meeting.
(b) Record Date. When a determination of
shareholders entitled to notice of or to vote at any
meeting of shareholders has been made as provided in
Section 2.7, such determination shall
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be applied to any adjournment thereof unless the Board
of Directors fixes a new record date, which it shall do
if the meeting is adjourned to a date more than one hundred
and twenty (120) days after the date fixed for the original
meeting.
(c) Notice. Unless a new record date for an
adjourned meeting is or must be fixed pursuant to
Section 2.14(b), the Corporation is not required to
give notice of the new date, time or place if the new
date, time or place is announced at the meeting before
adjournment.
SECTION 2.15. Waiver of Notice by Shareholders.
A shareholder may waive any notice required by the
Wisconsin Business Corporation Law, the Articles of
Incorporation or these By-Laws before or after the date
and time stated in the notice. The waiver shall be in
writing and signed by the shareholder entitled to the
notice, contain the same information that would have
been required in the notice under any applicable
provisions of the Wisconsin Business Corporation Law,
except that the time and place of the meeting need not
be stated, and be delivered to the Corporation for
inclusion in the Corporation's records. A
shareholder's attendance at a meeting, in person or by
proxy, waives objection to (a) lack of notice or
defective notice of the meeting, unless the shareholder
at the beginning of the meeting or promptly upon
arrival objects to the holding of the meeting or
transacting business at the meeting and (b)
consideration of a particular matter at the meeting
that is not within the purpose described in the meeting
notice, unless the shareholder objects to considering
the matter when it is presented.
SECTION 2.16. Shareholder Action by Written
Consent. Any action required or permitted to be taken
at a meeting of shareholders may be taken without a
meeting only by unanimous written consent or consents
signed by all of the shareholders of the Corporation
and delivered to the Corporation for inclusion in the
Corporation's records.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. General Powers. All corporate
powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation managed
under the direction of, its Board of Directors, subject
to any limitations set forth in the Articles of
Incorporation.
SECTION 3.2. Number, Class, Tenure and
Qualifications.
(a) Number. Except as otherwise provided in the
Articles of Incorporation, the number of directors of
the Corporation shall be not less than one (1), the
exact number of directors to be determined from time to
time by resolution adopted by the affirmative vote of a
majority of the entire Board of Directors then in
office.
(b) Class. The directors shall be divided into
three classes, designated Class I, Class II and Class
III, and the term of office of directors of each class
shall be three (3) years. Directors shall be assigned
to each class in accordance with a resolution or
resolutions adopted by the Board of Directors. Each
class shall consist, as nearly as possible, of
one-third (1/3) of the total number of directors
constituting the entire Board of Directors. If the
number of directors is changed by resolution of the
Board of Directors pursuant to Section 3.2(a), any
increase or
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decrease shall be apportioned among the
classes so as to maintain the number of directors in
each class as nearly equal as possible, but in no case
shall a decrease in the number of directors shorten the
term of any incumbent director.
(c) Tenure. A director shall hold office until
the annual meeting for the year in which his or her
term expires and until his or her successor shall be
duly elected and qualified or until his or her earlier
death, resignation or removal.
(d) Qualifications. A director need not be a
resident of the State of Wisconsin or a shareholder of
the Corporation except if required by the Articles of
Incorporation. The Board of Directors, at its
discretion, may establish any qualifications for
directors, which qualifications, if any, shall only be
applied for determining qualifications of a nominee for
director as of the date of the meeting at which such
nominee is to be elected or appointed.
Notwithstanding the foregoing, whenever the
holders of any one or more series of Preferred Stock
shall have the right, voting separately, as a class or
series, to elect directors, the election, term of
office, filling of vacancies, removal and other
features of such directorships shall be governed by the
terms of the Articles of Incorporation applicable
thereto.
SECTION 3.3. Removal. Exclusive of directors, if
any, elected by the holders of one or more series of
Preferred Stock, no director of the Corporation may be
removed from office by a vote of the shareholders at
any time, except for Cause. As used in this Section
3.3, the term "Cause" shall mean solely malfeasance
arising from the performance of a director's duties
which has a materially adverse effect on the business
of the Corporation.
SECTION 3.4. Resignation. A director may resign
at any time by delivering written notice to the Board
of Directors, the Chairman of the Board or to the
Corporation (which shall be directed to the Secretary).
Such resignation is effective when the notice is
delivered unless the notice specifies a later effective
date.
SECTION 3.5. Vacancies. A vacancy on the Board
of Directors caused by shareholder removal as provided
in Section 3.3 may be filled by the shareholders at the
same meeting at which such removal occurs. Vacancies
caused by any such removal and not filled by the
shareholders at the meeting at which such removal
occurs, or any vacancy resulting from an increase in
the number of directors or caused by the death or
resignation of a director, shall be filled by the vote
of a majority of the directors then in office, although
less than a quorum, or by the sole remaining director.
Any director so elected to fill any vacancy on the
Board of Directors shall hold office for the remaining
term of directors of the class to which he or she has
been elected and until his or her successor shall be
duly elected and qualified or until his or her earlier
death, resignation or removal. A vacancy that will
occur at a specific later date may be filled before the
vacancy occurs, but the new director will not take
office until the vacancy occurs.
SECTION 3.6. Committees. The Board of Directors,
by resolution adopted by the affirmative vote of a
majority of the entire Board of Directors then in
office, may create one or more committees, appoint
members of the Board of Directors to serve on the
committees and designate other members of the Board of
Directors to serve as alternates. Each committee shall
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consist of two or more members of the Board of
Directors. Unless otherwise provided by the Board of
Directors, members of the committee shall serve at the
pleasure of the Board of Directors. Each committee may
exercise those aspects of the authority of the Board of
Directors which are within the scope of the committee's
assigned responsibilities or which the Board of
Directors otherwise confers upon such committee;
provided, however, a committee may not do any of the
following:
(a) authorize distributions;
(b) approve or propose to shareholders action
that the Wisconsin Business Corporation Law requires be
approved by shareholders;
(c) fill vacancies on the Board of Directors or,
unless the Board of Directors has specifically granted
authority to the committee, its committees;
(d) amend the Articles of Incorporation pursuant
to the authority of directors to do so granted by the
Wisconsin Business Corporation Law;
(e) adopt, amend, or repeal by-laws;
(f) approve a plan of merger not requiring
shareholder approval;
(g) authorize or approve reacquisition of shares,
except according to a formula or method prescribed by
the Board of Directors; or
(h) authorize or approve the issuance or sale or
contract for sale of shares, or determine the
designation and relative rights, preferences and
limitations of a class or series of shares, except that
the Board of Directors may authorize a committee (or a
senior executive officer of the Corporation, including
without limitation the Chief Executive Officer and the
President) to do so within limits prescribed by the
Board of Directors.
Except as required or limited by the Articles of
Incorporation, these By-Laws, the Wisconsin Business
Corporation Law or resolution of the Board of
Directors, each committee shall be authorized to fix
its own rules governing the conduct of its activities.
Each committee shall make such reports to the Board of
Directors of its activities as the Board of Directors
may request.
SECTION 3.7. Compensation. Except as provided in
the Articles of Incorporation, the Board of Directors,
irrespective of any personal interest of any of its
members, may fix the compensation of directors.
SECTION 3.8. Regular Meetings. A regular meeting
of the Board of Directors shall be held on the same
date as, and at the same place as, the annual meeting
of shareholders, and each adjourned session thereof. A
regular meeting of a committee, if any, shall be at
such date, place, either within or outside the State of
Wisconsin, and time as such committee determines. Other
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regular meetings of the Board of Directors shall
be held at such dates, times and places, either within
or outside the State of Wisconsin, as the Board of
Directors determines.
SECTION 3.9. Special Meetings. Special meetings
of the Board of Directors may be called by or at the
request of the Chairman of the Board, the Chief
Executive Officer, the President or a majority of the
members of the Board of Directors then in office.
Special meetings of a committee may be called by or at
the request of the Chairman of the committee or a
majority of the committee members. The person or
persons authorized to call special meetings of the
Board of Directors or a committee may fix any date,
time and place, either within or outside the State of
Wisconsin, for any special meeting of the Board of
Directors or committee called by them.
SECTION 3.10. Notice; Waiver. Notice of meetings,
except for regular meetings, shall be given at least
five days previously thereto and shall state the date,
time and place of the meeting of the Board of Directors
or committee. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting
of the Board of Directors or committee need be
specified in the notice of such meeting. Notice may be
communicated in person, by mail or other method of
delivery, by telephone, including voice mail, answering
machine or answering service, or by other electronic
means. Written notice, which includes notice by
electronic transmission, is effective at the earliest
of the following: (1) when received; (2) on the date
shown on the return receipt, if sent by registered or
certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee; (3)
two days after it is deposited with a private carrier;
or (4) when electronically transmitted. Oral notice is
deemed effective when communicated.
A director may waive any notice required by the
Wisconsin Business Corporation Law, the Articles of
Incorporation or the By-Laws before or after the date
and time stated in the notice. The waiver shall be in
writing, signed by the director entitled to the notice
and retained by the Corporation. Notwithstanding the
foregoing, a director's attendance at or participation
in a meeting waives any required notice to such
director of the meeting unless the director at the
beginning of the meeting or promptly upon such
director's arrival objects to holding the meeting or
transacting business at the meeting and does not
thereafter vote for or assent to action taken at the
meeting."
SECTION 3.11. Quorum; Voting. Unless otherwise
provided in the Articles of Incorporation or the
Wisconsin Business Corporation Law, a majority of the
entire Board of Directors then in the office or
appointed by the Board of Directors to a committee (but
in no case less than one-third (1/3) of the number of
directors fixed by Section 3.2(a) or appointed to serve
on a committee) shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors or committee; provided, however, that even
though less than such quorum is present at a meeting, a
majority of the directors present may adjourn the
meeting from time to time without further notice.
Except as otherwise provided in the Articles of
Incorporation, these By-Laws or the Wisconsin Business
Corporation Law, if a quorum is present when a vote is
taken, the affirmative vote of a majority of directors
present is the act of the Board of Directors or
committee.
<PAGE>
SECTION 3.12. Presumption of Assent. A director
of the Corporation who is present and is announced as
present at a meeting of the Board of Directors or a
committee thereof at which action on any corporate
matter is taken is deemed to have assented to the
action taken unless (a) such director objects at the
beginning of the meeting or promptly upon arrival to
holding the meeting or transacting business at the
meeting, (b) such director dissents or abstains from an
action taken and minutes of the meeting are prepared
that show the director's dissent or abstention from the
action taken, (c) such director delivers written notice
of his or her dissent or abstention to the presiding
officer of the meeting before its adjournment or to the
Corporation (directed to the Secretary) immediately
after adjournment of the meeting or (d) such director
dissents or abstains from an action taken, minutes of
the meeting are prepared that fail to show the
director's dissent or abstention from the action taken
and the director delivers to the Corporation (directed
to the Secretary) a written notice of that failure
promptly after receiving the minutes. A director who
votes in favor of action taken may not dissent or
abstain from that action.
SECTION 3.13. Informal Action Without Meeting.
Any action required or permitted by the Articles of
Incorporation, these By-Laws or the Wisconsin Business
Corporation Law to be taken by the Board of Directors
or a committee at a meeting may be taken without a
meeting if the action is taken by all of the directors
or committee members then in office. The action shall
be evidenced by one or more written consents describing
the action taken, signed by each director and retained
by the Corporation. Any such consent is effective when
the last director signs the consent, unless the consent
specifies a different effective date. A consent signed
under this section has the effect of a unanimous vote
taken at a meeting at which all directors were present,
and may be described as such in any document.
SECTION 3.14. Telephonic or Other Meetings.
Unless the Articles of Incorporation provide otherwise,
any or all directors may participate in a regular or
special meeting of the Board of Directors or any
committee thereof by, or conduct the meeting through
the use of, any means of communication by which (a) all
directors participating may simultaneously hear each
other during the meeting, (b) all communication during
the meeting is immediately transmitted to each
participating director and (c) each participating
director is able to immediately send messages to all
other participating directors. If the meeting is to be
conducted through the use of any such means of
communication, all participating directors shall be
informed that a meeting is taking place at which
official business may be transacted. A director
participating in a meeting by this means is deemed to
be present in person at the meeting. Notwithstanding
the foregoing, the Chairman of the Board, or other
presiding officer, shall, at any time, have the
authority to deem any business or resolution not
appropriate for meetings held pursuant to this Section
3.14.
ARTICLE IV
OFFICERS
SECTION 4.1. Number. The principal officers of
the Corporation shall be a Chairman of the Board, a
Chief Executive Officer, a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors. Such other
officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Such other
assistant officers as may be deemed necessary may be
appointed by the Board of Directors, the
<PAGE>
Chairman of the Board, the Chief Executive Officer or the
President for such term as is specified in the appointment.
The same natural person may simultaneously hold more than
one office in the Corporation.
SECTION 4.2. Election and Term of Office. The
officers of the Corporation to be elected by the Board
of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of
Directors held after the annual meeting of the
shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as
soon thereafter as convenient. Each officer shall hold
office until his or her successor shall have been duly
elected and qualified or until his or her earlier
death, resignation or removal.
SECTION 4.3. Resignation and Removal. An officer
may resign at any time by delivering notice to the
Corporation. The resignation is effective when the
notice is delivered, unless the notice specifies a
later effective date and the Corporation accepts the
later effective date. If a resignation is effective at
a later date, the Board of Directors may fill the
pending vacancy before the effective date if the Board
of Directors provides that the successor may not take
office until the effective date. The Board of
Directors may remove any officer at any time with or
without cause and notwithstanding the contract rights,
if any, of the officer removed. The Board of
Directors, the Chairman of the Board, the Chief
Executive Officer or the President may remove any
assistant officer who was appointed by the Board, the
Chairman of the Board, the Chief Executive Officer or
the President. The appointment of an officer or
assistant officer does not itself create contract
rights.
SECTION 4.4. 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. A vacancy in any assistant office because of
death, resignation, removal, disqualification or
otherwise may be filled by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or
the President.
SECTION 4.5. Chairman of the Board. The Chairman
of the Board shall be subject to the control of the
Board of Directors and shall preside at all annual and
special meetings of shareholders and all regular and
special meetings of the Board of Directors and shall be
responsible for the administration and management of
the areas of the business and affairs of the
Corporation assigned to him or her from time to time by
the Board of Directors.
SECTION 4.6. Chief Executive Officer. The Chief
Executive Officer shall be the principal executive
officer of the Corporation and, subject to the control
of the Board of Directors, shall have general
supervision and control of the business and affairs of
the Corporation and its officers. The Chief Executive
Officer shall have the authority, subject to such rules
as may be prescribed by the Board of Directors, to
appoint such agents and employees of the Corporation as
the Chief Executive Officer deems necessary, prescribe
their powers, duties and compensation, and delegate
authority to them. Such agents and employees shall
hold offices at the discretion of the Chief Executive
Officer. The Chief Executive Officer 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
<PAGE>
shall be authorized by the Board of
Directors. Except as otherwise provided by the
Wisconsin Business Corporation Law or the Board of
Directors, the Chief Executive Officer may authorize
any other officer or agent of the Corporation to sign,
execute and acknowledge such documents in his or her
place and stead. In general, the Chief Executive
Officer shall have all authority and perform all duties
incident to the office of the Chief Executive Officer
and such other duties as may be prescribed by the Board
of Directors from time to time.
SECTION 4.7. President. In the absence of the
Chief Executive Officer or in the event of his or her
death, inability or refusal to act, the President shall
perform the duties of the Chief Executive Officer, and
when so acting shall have all the powers and duties of
the Chief Executive Officer. In addition, the
President shall be responsible for the administration
and management of the areas of the business and affairs
of the Corporation assigned to him or her from time to
time by the Board of Directors or the Chief Executive
Officer.
SECTION 4.8. Vice Presidents. In the absence of
the President or in this event of his or her death,
inability or refusal to act, the Vice Presidents in the
order designated at the time of their election, shall
perform the duties of the President and when so acting
shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President
may sign with the Secretary or Assistant Secretary
certificates for shares of the Corporation. Any Vice
President shall perform such other duties as are
incident to the office of Vice President or as may be
prescribed from time to time by the Board of Directors,
the Chief Executive Officer or the President.
SECTION 4.9. Secretary. The Secretary shall (a)
keep the minutes of the shareholders and 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 By-Laws or
as required by law, (c) be custodian of the
Corporation's records and of the seal of the
Corporation, (d) see that the seal of the Corporation
is affixed to all appropriate documents the execution
of which on behalf of the Corporation under its seal is
duly authorized and (e) perform all duties incident to
the office of Secretary and such other duties as may be
prescribed from time to time by the Board of Directors,
the Chief Executive Officer or the President.
SECTION 4.10. Treasurer. The Treasurer shall (a)
have charge and custody of and be responsible for all
funds and securities of the Corporation, (b) receive
and give receipts for moneys-due and payable to the
Corporation from any source whatsoever, and deposit all
such moneys in the name of the Corporation and (c) in
general perform all of the duties incident to the
office of Treasurer and have such other duties and
exercise such other authority as from time to time may
be delegated or assigned by the Board of Directors, the
Chief Executive Officer or the President.
SECTION 4.11. Assistant Secretaries and Assistant
Treasurers. The Assistant Secretaries and Assistant
Treasurers, if any, shall perform such duties as shall
be assigned to them by the Board of Directors, the
Chief Executive Officer, the President, the Secretary
or the Treasurer, respectively.
<PAGE>
SECTION 4.12. Salaries. The salaries of the
officers shall be fixed from time to time by the Board
of Directors or a committee authorized by the Board to
fix the same, and no officer shall be prevented from
receiving such salary by reason of the fact that he or
she is also a director of the Corporation or a member
of such committee.
ARTICLE V
CONTRACTS; LOANS; VOTING OF STOCK IN OTHER CORPORATIONS
SECTION 5.1. Contracts. Except as otherwise
provided in these By-Laws or as otherwise directed by
the Board of Directors, the Chairman of the Board, the
Chief Executive Officer, the President and any Vice
President shall be authorized to enter into any
contract or execute and deliver any instrument in the
name of and on behalf of the Corporation. The Board of
Directors, Chairman of the Board, Chief Executive
Officer, President or any Vice President designated by
the Board of Directors, Chairman of the Board, Chief
Executive Officer or President may authorize any other
officer, employee or agent to enter into any contract
or execute and deliver any instrument in the name of
and on behalf of the Corporation. The grant of such
authority by the Board of Directors or any such officer
may be general or confined to specific instances.
SECTION 5.2. Loans. No loans and no renewals of
any loans shall be contracted on behalf of the
Corporation, except as authorized by the Board of
Directors. When authorized to do so, any officer or
agent of the Corporation may effect loans and advances
for the Corporation from any bank, trust company or
other institution or from any firm, corporation or
individual, and for such loans and advances may make,
execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. When
authorized to do so, any officer or agent of the
Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans,
advances, indebtedness and liabilities of the
Corporation, any and all stocks, securities and other
property at any time held by the Corporation, and to
that end may endorse, assign and deliver the same.
Such authority may be general or confined to specific
instances.
SECTION 5.3. Voting of Stock in Other
Corporations. The Board of Directors by resolution
shall from time to time designate one or more persons
to vote all stock held by this Corporation in any other
corporation or entity, may designate such persons in
the alternative and may empower them to execute proxies
to vote in their stead. In the absence of any such
designation by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, the President
and any Vice President shall be authorized to vote any
stock held by the Corporation or execute proxies to
vote such stock.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 6.1. Certificates for Shares.
Certificates representing shares of the Corporation
shall be in such form as shall be determined by, or
under the authority of a resolution of, the Board of
Directors, which shall be consistent with the
requirements of the Wisconsin Business Corporation Law.
Such certificates shall be signed by the Chairman of
the Board, the Chief Executive Officer, the President
or a Vice President and by the Secretary or an
<PAGE>
Assistant Secretary or the Treasurer or an Assistant
Treasurer. The validity of a share certificate is not
affected if a person who signed the certificate no
longer holds office when the certificate is issued.
All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address
of the person to whom the shares represented thereby
are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of
the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and canceled, except 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 or its designee
may prescribe.
SECTION 6.2. 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 thereof or by his or her legal
representative, who shall furnish proper evidence of
authority to transfer or by his or her attorney
thereunto 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,
except as otherwise required by the Wisconsin Business
Corporation Law.
SECTION 6.3. 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 they may
deem expedient concerning the issue, transfer and
registration of certificates representing shares of the
Corporation, including the appointment or designation
of one or more stock transfer agents and one or more
stock registrars.
ARTICLE VII
INDEMNIFICATION; INSURANCE
SECTION 7.1. Indemnity of Directors, Officers,
Designated Employees and Designated Agents.
(a) Definitions to Indemnification and Insurance
Provisions.
(i) "Director, Officer, Employee or Agent"
means any of the following: (1) a natural person
who is or was a director, officer, employee or
agent of the Corporation, (2) a natural person
who, while a director, officer, employee or agent
of the Corporation, is or was serving either
pursuant to the Corporation's specific request or
as a result of the nature of such person's duties
to the Corporation as a director, officer,
partner, trustee, member of any governing or
decision-making committee, manager, employee or
agent of another corporation or foreign
corporation, partnership, joint venture, trust or
other enterprise, (3) a natural person who, while
a director, officer, employee or agent of the
Corporation, is or was serving an employee benefit
plan because his or her duties to the Corporation
also impose duties on, or otherwise involve
services by, the person to the plan or to
participants in or beneficiaries of the plan or
(4) unless the context requires otherwise, the
estate or personal representative of a director,
officer, employee or agent.
<PAGE>
Notwithstanding the
foregoing, any natural person who is or was an
agent or an employee but is not or was not also a
director or officer shall not fall within the
foregoing definition and shall not be entitled to
indemnification under this Section 7.1 unless the
Board of Directors or committee appointed thereby
determines such agent or employee shall be
entitled to the indemnification provided herein.
This Section 7.1 shall not deny indemnification
due to any person from the Corporation as required
by the Wisconsin Business Corporation Law.
(ii) "Expenses" means all reasonable fees,
costs, charges, disbursements, attorneys' fees and
any other expenses incurred in connection with a
Proceeding.
(iii) "Liability" means the obligation to pay
a judgment, penalty, assessment, forfeiture or
fine, including an excise tax assessed with
respect to an employee benefit plan, the agreement
to pay any amount in settlement of a Proceeding
(whether or not approved by a court order), and
reasonable expenses and interest related to the
foregoing.
(iv) "Party" means a natural person who was or
is, or who is threatened to be made, a named
defendant of respondent in a Proceeding.
(v) "Proceeding" means any threatened, pending
or completed civil, criminal, administrative or
investigative action, suit, arbitration or other
proceeding, whether formal or informal (including
but not limited to any act or failure to act
alleged or determined to have been negligent, to
have violated the Employee Retirement Income
Security Act of 1974, or to have violated Section
180.0833 of the Wisconsin Statutes, or any
successor thereto, regarding improper dividends,
distributions of assets, purchases of shares of
the Corporation, or loans to officers), which
involves foreign, federal, state or local law and
which is brought by or in the right of the
Corporation or by any other person or entity.
(b) Indemnification of Officers, Directors,
Employees and Agents.
(i) The Corporation shall indemnify a
Director, Officer, Employee or Agent to the extent
he or she has been successful on the merits or
otherwise in the defense of any Proceeding, for
all Expenses incurred in the Proceeding if the
Director, Officer, Employee or Agent was a Party
because he or she is a Director, Officer, Employee
or Agent of the Corporation.
(ii) In cases not included under subsection
(b) (i), the Corporation shall indemnify a
Director, Officer, Employee or Agent against
Liability and Expenses incurred in a Proceeding to
which the Director, Officer, Employee or Agent was
a Party because he or she is a Director, Officer,
Employee or Agent of the Corporation, unless it is
determined by final judicial adjudication that
such person breached or failed to perform a duty
such person owed to the Corporation and the breach
or failure constitutes any of the following:
<PAGE>
(1) A willful failure to deal fairly with
the Corporation or its shareholders in
connection with a matter in which the Director,
Officer, Employee or Agent has a material
conflict of interest;
(2) A violation of criminal law, unless the
Director, Officer, Employee or Agent had
reasonable cause to believe that his or her
conduct was lawful or no reasonable cause to
believe his or her conduct was unlawful;
(3) A transaction from which the Director,
Officer, Employee or Agent derived an improper
personal profit; or
(4) Willful misconduct.
(iii) Indemnification under this Section 7.1
is not required to the extent the Director,
Officer, Employee or Agent has previously received
indemnification or allowance of expenses from any
person or entity, including the Corporation, in
connection with the same Proceeding.
(iv) Indemnification required under subsection
(b) (i) shall be made within ten (10) days of
receipt of a written demand for indemnification.
Indemnification required under subsection (b) (ii)
shall be made within thirty (30) days of receipt
of a written demand for indemnification.
(v) Upon written request by a Director,
Officer, Employee or Agent who is a Party to a
Proceeding, the Corporation shall pay or reimburse
his or her Expenses as incurred if the Director,
Officer, Employee or Agent provides the
Corporation with all of the following:
(1) A written affirmation of his or her good
faith belief that he or she is entitled to
indemnification under Section 7.1; and
(2) A written undertaking, executed
personally or on his or her behalf, to repay
all amounts advanced without interest to the
extent that it is ultimately determined that
indemnification under Section 7.1 (b)(ii) is
prohibited The undertaking under this
subsection shall be accepted without reference
to the ability of the Director, Officer,
Employee or Agent to repay the allowance. The
undertaking shall be unsecured.
(c) Determination that Indemnification is Proper.
(i) Unless provided otherwise by a written
agreement between the Director, Officer, Employee
or Agent and the Corporation, determination of
whether indemnification is required under
subsection (b) shall be made by one of the
following methods, which in the case of a Director
or Officer seeking indemnification shall be
selected by such Director or Officer:
<PAGE>
(1) By a majority vote of a quorum of the
Board of Directors consisting of directors who
are not at the time Parties to the same or
related Proceedings or, if a quorum of
disinterested directors cannot be obtained, by
a majority vote of a committee duly appointed
by the Board of Directors (which appointment by
the Board may be made by directors who are
parties to the Proceeding) consisting solely of
two (2) or more directors who are not at the
time parties to the same or related
Proceedings;
(2) By independent legal counsel selected by
a quorum of the Board of Directors or its
committee constituted as required under (1),
above, or, if unable to obtain such a quorum or
constitute such committee, by a majority vote
of the full Board of Directors, including
directors who are parties to the same or
related Proceedings;
(3) By a panel of three (3) arbitrators
consisting of (x) one arbitrator selected by a
quorum of the Board of Directors or its
committee constituted as required under (1),
above, or, if unable to obtain such a quorum or
committee, by a majority vote of the full Board
of Directors, including directors who are
parties to the same or related Proceedings, (y)
one arbitrator selected by the director or
officer seeking indemnification and (z) one
arbitrator selected by the other two (2)
arbitrators;
(4) By an affirmative vote of shareholders as
provided under Section 2.9, except that shares
owned by, or voted under the control of,
persons who are at the time parties to the same
or related Proceedings, whether as plaintiffs
or defendants or in any other capacity, may not
be voted in making the determination; or
(5) By a court of competent jurisdiction as
permitted under the Wisconsin Business
Corporation Law;
provided, however, that with respect to any
additional right to indemnification permissible
under the Wisconsin Business Corporation Law
and granted by the Corporation, the
determination of whether such additional right
of indemnification is required shall be made by
any method permissible under the Wisconsin
Business Corporation Law, as such methods may
be limited by the grant of such additional
right to indemnification. The termination of a
Proceeding by judgment, order, settlement or
conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself create a
presumption that indemnification of the
Director, Officer, Employee or Agent is not
required under this Article.
(ii) A Director, Officer, Employee or Agent
who seeks indemnification under this Section 7.1
shall make a written request to the Corporation.
As a further pre-condition to any right to receive
indemnification, the writing shall contain a
declaration that the Corporation shall have the
right to exercise all rights and remedies
available to such Director, Officer, Employee or
Agent against any other person, corporation,
foreign corporation, partnership, joint venture,
trust or other enterprise, arising out of, or
related to, the Proceeding which resulted in the
Liability and the Expense for which such Director,
<PAGE>
Officer, Employee or Agent is seeking
indemnification, and that the Director, Officer,
Employee or Agent is hereby deemed to have
assigned to the Corporation all such rights and
remedies.
(d) Severability. The provisions of this Section
7.1 shall not apply in any circumstance where a court
of competent jurisdiction determines that
indemnification would be invalid as against public
policy, but such provisions shall not apply only to the
extent that they are invalid as against public policy
and shall otherwise remain in full force and effect.
(e) Survival; Preservation of Other Rights. The
foregoing indemnification provisions shall be deemed to
be a contract between the Corporation and each
Director, Officer, Employee and Agent who serves in any
such capacity at any time while these provisions as
well as the relevant provisions of the Wisconsin
Business Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or
obligation then existing with respect to any state of
facts then or previously existing or any Proceeding
previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a
contract right may not be modified retroactively
without the consent of such Director, Officer, Employee
or Agent.
The indemnification provided by this Section 7.1
shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any by-
law, agreement, vote of shareholders or otherwise. The
Corporation may enter into an agreement with any of its
Directors, Officers, Employees or Agents providing for
indemnification and advancement of expenses that may
change, enhance, qualify or limit any right to
indemnification or advancement of expenses created by
this Section 7.1 to the fullest extent permissible
under the Wisconsin Business Corporation Law.
SECTION 7.2. Insurance. The Corporation shall
have the power to purchase and maintain insurance on
behalf of any person who is a Director, Officer,
Employee or Agent against any Liability asserted
against or incurred by the individual in any such
capacity or arising out of his or her status as such,
regardless of whether the Corporation is required or
authorized to indemnify or allow expenses to the
individual under Section 7.1.
ARTICLE VIII
AMENDMENTS
SECTION 8.1. Amendment by the Board of Directors.
These By-Laws may be amended or repealed by the Board
of Directors unless any of the following apply:
(a) The Articles of Incorporation, the particular
by-law or the Wisconsin Business Corporation Law
reserve this power exclusively to the shareholders in
whole or part;
(b) The shareholders in adopting, amending or
repealing a particular by-law provide expressly within
the by-law that the Board of Directors may not amend,
repeal or readopt that bylaw; or
(c) The by-law fixes a greater or lower quorum
requirement or greater voting requirement for the Board
of Directors, unless the shareholders in adopting or
amending such
<PAGE>
by-law provide expressly within the
by-law that it may be amended or repealed by a
specified vote of the Board of Directors.
These By-Laws may be amended, altered or repealed, and
new By-Laws may be enacted, only by the affirmative
vote of not less than a majority of the entire Board of
Directors then in office. Action by the Board of
Directors to adopt or amend a by-law that changes the
quorum or voting requirement for the Board of Directors
must meet the same quorum requirement and be adopted by
the same vote required to take action under the quorum
and voting requirement then in effect, except where a
different voting requirement is specified as provided
in Section 8.1(c).
SECTION 8.2. Amendment by the Corporation's
Shareholders. The Corporation's shareholders may amend
or repeal these By-Laws and adopt new By-Laws even
though the Board of Directors may also amend or repeal
these By-Laws and adopt new By-Laws. These By-Laws may
be amended, altered or repealed, and new By-Laws may be
enacted, only by the affirmative vote of the holders of
not less than sixty-six and two-thirds percent (66
2/3%) of the total outstanding shares of capital stock
of the Corporation entitled to vote at a meeting of
shareholders duly called for such purpose. The
adoption or amendment of a by-law that adds, changes or
deletes a greater or lower quorum requirement or a
greater voting requirement for shareholders or the
Board of Directors must meet the same quorum and voting
requirement then in effect.
SECTION 8.3. Implied Amendments. Any action
taken or authorized by the Board of Directors or by the
shareholders which would be inconsistent with the
By-Laws then in effect but which is taken or authorized
by affirmative vote of not less than the number of
directors or the shares required to amend the By-Laws
so that the By-Laws would be consistent with such
action shall be given the same effect as though the
By-Laws had been temporarily amended or suspended so
far, but only so far, as is necessary to permit the
specific action so taken or authorized.
ARTICLE IX
CORPORATE SEAL
The Corporation shall have a corporate seal which
may be circular in form and have inscribed thereon any
designation including the name of the Corporation,
Wisconsin as the state of incorporation and the words
"Corporate Seal." Any instrument executed in the
corporate name by the proper officers of the
Corporation under any seal, including the words "Seal,"
"Corporate Seal" or similar designation, is sealed even
though the corporate seal is not used.
ARTICLE X
EMERGENCY BY-LAWS
SECTION 10.1. Emergency By-Laws. Unless the
Articles of Incorporation provide otherwise, the
following provisions of this Article X shall be
effective during an "Emergency," which is defined as a
catastrophic event that prevents a quorum of the
Corporation's directors from being readily assembled.
<PAGE>
SECTION 10.2. Notice of Board Meetings. During
an Emergency, any one member of the Board of Directors
or any one of the following officers: Chairman of the
Board, Chief Executive Officer, President, any Vice-
President, Secretary or Treasurer, may call a meeting
of the Board of Directors. Notice of such meeting need
be given only to those directors whom it is practicable
to reach, and may be given in any practical manner,
including by publication or radio. Such notice shall
be given at least six (6) hours prior to commencement
of the meeting.
SECTION 10.3. Temporary Directors and Quorum.
One or more officers of the Corporation present at the
Emergency meeting of the Board of Directors, as is
necessary to achieve a quorum, shall be considered to
be directors for the meeting, and shall so serve in
order of rank, and within the same rank, in order of
seniority. In the event that less than a quorum (as
determined by Section 3.11) of the directors are
present (including any officers who are to serve as
directors for the meeting), those directors present
(including the officers serving as directors) shall
constitute a quorum.
SECTION 10.4. Actions Permitted to be Taken. The
Board of Directors as constituted in Section 10.3, and
after notice as set forth in Section 10.2 may:
(a) Officers' Powers. Prescribe emergency powers
to any officers of the Corporation;
(b) Delegation of Any Power. Delegate to any
officer or director, any of the powers of the Board of
Directors;
(c) Lines of Succession. Designate lines of
succession of officers and agents, in the event that
any of them are unable to discharge their duties;
(d) Relocate Principal Place of Business.
Relocate the principal place of business, or designate
successive or simultaneous principal places of
business; and
(e) All Other Action. Take any and all other
action, convenient, helpful or necessary to carry on
the business of the Corporation.
Corporate action taken in good faith in accordance
with the emergency by-laws binds the Corporation and
may not be used to impose liability on any of the
Corporation's directors, officers, employees or agents.
