Exhibit
99.3
BY-LAWS
OF
STRATTEC
SECURITY CORPORATION
(as
amended as of October 4, 2005)
TABLE
OF
CONTENTS
Page
ARTICLE
1. OFFICES; RECORDS
|
1.01
|
Principal
and Business Offices
|
1
|
|
1.02
|
Registered
Office
|
1
|
|
1.03
|
Corporate
Records
|
1
|
ARTICLE
II. SHAREHOLDERS
|
2.01
|
Annual
Meeting
|
2
|
|
2.02
|
Special
Meetings
|
3
|
|
2.03
|
Place
of Meeting
|
3
|
|
2.04
|
Notices
to Shareholders
|
4
|
|
|
(a)
Required Notice
|
4
|
|
|
(b)
Adjourned Meeting
|
4
|
|
|
(c)
Waiver of Notice
|
4
|
|
|
(d)
Contents of Notice
|
4
|
|
|
(e) Fundamental
Transactions
|
5
|
|
2.05
|
Fixing
of Record Date
|
5
|
|
2.06
|
Shareholder
List
|
6
|
|
2.07
|
Quorum
|
7
|
|
2.08
|
Conduct
of Meetings
|
7
|
|
2.09
|
Proxies
|
7
|
|
2.10
|
Voting
of Shares
|
7
|
ARTICLE
III. BOARD OF DIRECTORS
|
3.01
|
General
Powers
|
8
|
|
3.02
|
Resignations
and Qualifications
|
8
|
|
3.03
|
Regular
Meetings
|
8
|
|
3.04
|
Special
Meetings
|
8
|
|
3.05
|
Meetings
By Telephone or Other Communication Technology
|
8
|
|
3.06
|
Notice
of Meetings
|
9
|
|
3.07
|
Quorum
|
9
|
|
3.08
|
Manner
of Acting
|
9
|
|
3.09
|
Conduct
of Meetings
|
9
|
|
3.10
|
Vacancies
|
10
|
|
3.11
|
Compensation
|
10
|
|
3.12
|
Presumption
of Assent
|
10
|
|
3.13
|
Committees
|
10
|
ARTICLE
IV. OFFICERS
|
4.01
|
Appointment
|
11
|
|
4.02
|
Resignation
and Removal
|
11
|
|
4.03
|
Vacancies
|
11
|
|
4.04
|
Chairman
of the Board
|
11
|
|
4.05
|
President
|
12
|
|
4.06
|
Authority
of President
|
12
|
|
4.07
|
Executive
Vice Presidents, Senior Vice Presidents
|
|
|
|
and
Vice Presidents
|
12
|
|
4.08
|
Secretary
|
12
|
|
4.09
|
Treasurer
|
13
|
|
4.10
|
Assistants
and Acting Officers
|
13
|
|
4.11
|
Salaries
|
13
|
ARTICLE
V. CERTIFICATES FOR SHARES AND THEIR TRANSFER
|
5.01
|
Certificate
for Shares
|
13
|
|
5.02
|
Signature
by Former Officers, Transfer Agent or Registrar
|
14
|
|
5.03
|
Transfer
of Shares
|
14
|
|
5.04
|
Restrictions
on Transfer
|
14
|
|
5.05
|
Lost,
Destroyed or Stolen Certificates
|
15
|
|
5.06
|
Consideration
for Shares
|
15
|
|
5.07
|
Stock
Regulations
|
15
|
ARTICLE
VI. WAIVER OF NOTICE
|
6.01
|
Shareholder
Written Waiver
|
15
|
|
6.02
|
Shareholder
Waiver by Attendance
|
16
|
|
6.03
|
Director
Written Waiver
|
16
|
|
6.04
|
Director
Waiver by Attendance
|
16
|
ARTICLE
VII. ACTION WITHOUT MEETINGS
|
7.01
|
Director
Action Without Meeting
|
16
|
ARTICLE
VIII. INDEMNIFICATION
|
8.01
|
Indemnification
for Successful Defense
|
17
|
|
8.02
|
Other
Indemnification
|
17
|
|
8.03
|
Written
Request
|
17
|
|
8.04
|
Nonduplication
|
18
|
|
8.05
|
Determination
of Right to Indemnification
|
18
|
|
8.06
|
Advance
of Expenses
|
19
|
|
8.07
|
Nonexclusivity
|
19
|
|
8.08
|
Court-Ordered
Indemnification
|
20
|
|
8.09
|
Indemnification
and Allowance of Expenses of Employees
|
|
|
|
and
Agents
|
21
|
|
8.10
|
Insurance
|
21
|
|
8.11
|
Securities
Law Claims
|
21
|
|
8.12
|
Liberal
Construction
|
22
|
|
8.13
|
Definitions
Applicable to This Article
|
22
|
ARTICLE
X. AMENDMENTS
|
10.01
|
By
Shareholders
|
23
|
|
10.02
|
By
Directors
|
23
|
|
10.03
|
Implied
Amendments
|
24
|
BY-LAWS
OF
STRATTEC
SECURITY CORPORATION
ARTICLE
1. OFFICES; RECORDS
1.01.
Principal
and Business Offices
.
The
corporation may have such principal and other business offices, either within
or
without the State of Wisconsin, as the Board of Directors may designate or
as
the business of the corporation may require from time to time.
1.02.
Registered
Office
.
The
registered office of the corporation required by the Wisconsin Business
Corporation Law to be maintained in the State of Wisconsin may be, but need
not
be, identical with the principal office in the State of Wisconsin. The address
of the registered office may be changed from time to time by any officer
or by
the registered agent. The office of the registered agent of the corporation
shall be identical to such registered office.
1.03.
Corporate
Records
.
The
following documents and records shall be kept at the corporation's principal
office or at such other reasonable location as may be specified by the
corporation:
(a)
Minutes
of shareholders' and Board of Directors' meetings and any written notices
thereof.
(b)
Records
of actions taken by the shareholders or directors without a
meeting.
(c)
Records
of actions taken by committees of the Board of Directors.
(d)
Accounting
records.
(e)
Records
of its shareholders.
(f)
Current
By-Laws.
(g)
Written
waivers of notice by shareholders or directors (if any).
(h)
Written
consents by shareholders or directors for actions without a meeting (if
any).
(i)
Voting
trust agreements (if any).
(j)
Stock
transfer agreements to which the corporation is a party or of which it has
notice (if any).
ARTICLE
II. SHAREHOLDERS
2.01.
Annual
Meeting
.
The
annual meeting of the shareholders shall be held on the third Wednesday of
October of each year at 2 p.m. Central Daylight Time, or at such other
time
and date as may be fixed by or under the authority of the Board of Directors,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual
meeting
is a legal holiday in the State of Wisconsin, such meeting shall be held
on the
next succeeding business day. If the election of directors is not held on
the
day designated herein, or fixed as herein provided, 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 meeting of the shareholders as soon
thereafter as may be convenient.
At
an
annual meeting of the shareholders, only such business shall be conducted
as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (a) specified in the notice
of
meeting (or any supplement thereto) given by or at the direction of the Board
of
Directors, (b) otherwise brought before the meeting by or at the
direction
of the Board of Directors, or (c) brought before the meeting by a
shareholder pursuant to this By-Law.
Only
persons who are nominated in accordance with the procedures set forth in
this
By-Law shall be eligible for election as directors. Nominations of persons
for
election to the Board of Directors of the corporation may be made at a meeting
of shareholders by or at the direction of the Board of Directors or by any
shareholder of the corporation entitled to vote for the election of directors
at
the meeting who complies with the procedures set forth in this
By-Law.
For
business to be properly brought before an annual meeting by a shareholder,
and
for nominations by shareholders for the election of directors, the shareholder
must have given timely notice thereof in writing to the Secretary of the
corporation. All notices given pursuant to this section shall be in writing
and
must
be
received by the Secretary of the corporation not later than ninety days prior
to
the anniversary date of the annual meeting of shareholders in the immediately
preceding year. All such notices shall include (i) a representation
that
the person sending the notice is a shareholder of record and will remain
such
through the record date for the meeting, (ii) the name and address,
as they
appear on the corporation's books, of such shareholder, (iii) the
class and
number of the corporation's shares which are owned beneficially and of record
by
such shareholder, and (iv) a representation that such shareholder
intends
to appear in person or by proxy at such meeting to make the nomination or
move
the consideration of other business set forth in the notice. Notice as to
proposals with respect to any business to be brought before the meeting other
than election of directors shall also set forth the text of the proposal
and may
set forth any statement in support thereof that the shareholder wishes to
bring
to the attention of the corporation, and shall specify any material interest
of
such shareholder in such business. Notice as to nominations shall set forth
the
name(s) of the nominee(s), address(es) of each, a description of all
arrangements or understandings between the shareholder and each nominee and
any
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder, the written
consent
of each nominee to serve as a director if so elected and such other information
as would be required to be included in a proxy statement soliciting proxies
for
the election of the nominee(s) of such shareholder. Nothing in these By-Laws
shall require the corporation to include in any notice, proxy statement or
other
mailing to shareholders any information regarding nominees or proposals made
by
shareholders except as otherwise required by law.
The
chairman of the meeting shall refuse to acknowledge the nomination of any
person
or the consideration of any business not made in compliance with the foregoing
procedures.
2.02.
Special
Meetings
.
Special
meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Chairman of the Board, the President
or a majority of the Board of Directors. If and as required by the Wisconsin
Business Corporation Law, a special meeting shall be called upon written
demand
describing one or more purposes for which it is to be held by holders of
shares
with at least 10% of the votes entitled to be cast on any issue proposed
to be
considered at the meeting. The purpose or purposes of any special meeting
shall
be described in the notice required by section 2.04 of these
By-Laws.
2.03.
Place
of Meeting
.
The
Board of Directors may designate any place, either within or without the
State
of Wisconsin, as the place of meeting for any annual meeting or any 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 thereat.
2.04.
Notices
to Shareholders
.
(a)
Required
Notice
.
Written
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than 10 days nor more than 60 days before the date of
the
meeting (unless a different time is provided by law or the Articles of
Incorporation), by or at the direction of the Chairman of the Board, if there
is
one, the President or the Secretary, to each shareholder entitled to vote
at
such meeting or, for the fundamental transactions described in subsections
(e)(1) to (4) below (for which the Wisconsin Business Corporation Law requires
that notice be given to shareholders not entitled to vote), to all shareholders.
If mailed, such notice is effective when deposited in the United States mail,
and shall be addressed to the shareholder's address shown in the current
record
of shareholders of the corporation, with postage thereon prepaid. At least
20
days' notice shall be provided if the purpose, or one of the purposes, of
the
meeting is to consider a plan of merger or share exchange for which shareholder
approval is required by law, or the sale, lease, exchange or other disposition
of all or substantially all of the corporation's property, with or without
good
will, otherwise than in the usual and regular course of business.
(b)
Adjourned
Meeting
.
Except
as provided in the next sentence, if any shareholder meeting is adjourned
to a
different date, time, or place, notice need not be given of the new date,
time,
and place, if the new date, time, and place is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or must be
fixed,
then notice must be given pursuant to the requirements of paragraph (a)
of
this section 2.04, to those persons who are shareholders as of the
new
record date.
(c)
Waiver
of Notice
.
A
shareholder may waive notice in accordance with Article VI of these
By-Laws.
(d)
Contents
of Notice
.
The
notice of each special shareholder meeting shall include a description of
the
purpose or purposes for which the meeting is called. Except as otherwise
provided in these By-Laws, in the Articles of Incorporation, or in the Wisconsin
Business Corporation Law, the notice of an annual shareholder meeting need
not
include a description of the purpose or purposes for which the meeting is
called.
(e)
Fundamental
Transactions
.
If a
purpose of any shareholder meeting is to consider either: (1) a proposed
amendment to the Articles of Incorporation (including any restated articles);
(2) a plan of merger or share exchange for which shareholder approval
is
required by law; (3) the sale, lease, exchange or other disposition
of all
or substantially all of the corporation's property, with or without good
will,
otherwise than in the usual and regular course of business; (4) the
dissolution of the corporation; or (5) the removal of a director,
the
notice must so state and in cases (1), (2) and (3) above must be accompanied
by,
respectively, a copy or summary of the: (1) proposed articles of amendment
or a copy of the restated articles that identifies any amendment or other
change; (2) proposed plan of merger or share exchange; or (3) proposed
transaction for disposition of all or substantially all of the corporation's
property. If the proposed corporate action creates dissenters' rights, the
notice must state that shareholders and beneficial shareholders are or may
be
entitled to assert dissenters' rights, and must be accompanied by a copy
of
sections 180.1301 to 180.1331 of the Wisconsin Business Corporation
Law.
2.05.
Fixing
of Record Date
.
The
Board of Directors may fix in advance a date as the record date for any
determination of shareholders entitled to notice of a shareholders' meeting,
to
demand a special meeting, to vote, or to take any other action, such date
in any
case to be not more than 70 days prior to the meeting or action requiring
such
determination of shareholders, and may fix the record date for determining
shareholders entitled to a share dividend or distribution. If no record date
is
fixed for the determination of shareholders entitled to demand a shareholder
meeting or to notice of or to vote at a meeting of shareholders, (a) the
close of business on the day before the corporation receives the first written
demand for a shareholder meeting, or (b) the close of business on
the day
before the first notice of the meeting is mailed or otherwise delivered to
shareholders, as the case may be, shall be the record date for the determination
of shareholders. If no record date is fixed for the determination of
shareholders entitled to receive a share dividend or distribution (other
than a
distribution involving a purchase, redemption or other acquisition of the
corporation's shares), the close of business on the day on which the resolution
of the Board of Directors is adopted declaring the dividend or distribution
shall be the record date. 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 unless the Board
of
Directors fixes a new record date and except as otherwise required by law.
A new
record date must be set if a meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.
In
order
that the corporation may determine the shareholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may
fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
shareholder of record seeking to have the shareholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix the record date. The Board of Directors
shall promptly, but in all events within ten days after the date on which
such a
request is received, adopt a resolution fixing the record date. If no record
date has been fixed by the Board of Directors within ten days of the date
on
which such a request is received, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting, when
no
prior action by the Board of Directors is required by applicable law, shall
be
the first date on which a signed written consent setting forth the action
taken
or proposed to be taken is delivered to the corporation by delivery to its
registered office in the State of Wisconsin, its principal place of business,
or
any officer or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board
of
Directors and prior action by the Board of Directors is required by applicable
law, the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts a resolution taking such
prior action.
2.06.
Shareholder
List
.
The
officer or agent having charge of the stock transfer books for shares of
the
corporation shall, before each meeting of shareholders, make a complete record
of the shareholders entitled to notice of such meeting, arranged by class
or
series of shares and showing the address of and the number of shares held
by
each shareholder. The shareholder list shall be available at the meeting
and may
be inspected by any shareholder or his, her or its agent or attorney at any
time
during the meeting or any adjournment. Any shareholder or his, her or its
agent
or attorney may inspect the shareholder list beginning two business days
after
the notice of the meeting is given and continuing to the date of
the
meeting, at the corporation's principal office or at a place identified in
the
meeting notice in the city where the meeting will be held and, subject to
section 180.1602(2)(b) 3 to 5 of the Wisconsin Business Corporation
Law,
may copy the list, during regular business hours and at his, her or its expense,
during the period that it is available for inspection hereunder. The original
stock transfer books and nominee certificates on file with the corporation
(if
any) shall be prima
facie
evidence as to who are the shareholders entitled to inspect the shareholder
list
or to vote at any meeting of shareholders. Failure to comply with the
requirements of this section shall not affect the validity of any action
taken
at such meeting.
2.07.
Quorum
.
Except
as otherwise provided in the Articles of Incorporation or in the Wisconsin
Business Corporation Law, a majority of the votes entitled to be cast by
shares
entitled to vote as a separate voting group on a matter, represented in person
or by proxy, shall constitute a quorum of that voting group for action on
that
matter at a meeting of shareholders. 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 considered present for purposes
of
determining whether 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
meeting.
2.08.
Conduct
of Meetings
.
The
Chairman of the Board or, in his or her absence, the President, and, in the
President's absence, any officer or director chosen by the shareholders present
or represented by proxy shall call the meeting of the shareholders to order
and
shall act as Chairman of the meeting, and the Secretary shall act as secretary
of all meetings of the shareholders, but, in the absence of the Secretary,
the
presiding officer may appoint any other person to act as secretary of the
meeting.
2.09.
Proxies
.
At all
meetings of shareholders, a shareholder entitled to vote may vote in person
or
by proxy appointed in writing by the shareholder or by his, her or its duly
authorized attorney-in-fact. All proxy appointment forms shall be filed with
the
Secretary or other officer or agent of the corporation authorized to tabulate
votes before or at the time of the meeting. Unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled
with
an interest, a proxy appointment may be revoked at any time. The presence
of a
shareholder who has filed a proxy appointment shall not of itself constitute
a
revocation. No proxy appointment shall be valid after eleven months from
the
date of its execution, unless otherwise expressly provided in the appointment
form. The Board of Directors shall have the power and authority to make rules
that are not inconsistent with the Wisconsin Business Corporation Law as
to the
validity and sufficiency of proxy appointments.
2.10.
Voting
of Shares
.
Each
outstanding share shall be entitled to one vote on each matter submitted
to a
vote at a meeting of shareholders, except to the extent that the voting rights
of the shares are enlarged, limited or denied by the Articles of Incorporation
or the Wisconsin Business Corporation Law. Shares owned directly or indirectly
by another corporation are not entitled to vote if this
corporation
owns, directly or indirectly, sufficient shares to elect a majority of the
directors of such other corporation. However, the prior sentence shall not
limit
the power of the corporation to vote any shares, including its own shares,
held
by it in a fiduciary capacity.
ARTICLE
III. BOARD OF DIRECTORS
3.01.
General
Powers
.
All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction
of,
its Board of Directors.
3.02.
Resignations
and Qualifications
.
A
director may resign at any time by delivering a written resignation to the
Board
of Directors, to the Chairman of the Board (if there is one), or to the
corporation through the Secretary or otherwise. Directors need not be residents
of the State of Wisconsin or shareholders of the corporation.
3.03.
Regular
Meetings
.
The
Board of Directors may provide, by resolution, the time and place, either
within
or without the State of Wisconsin, for the holding of regular meetings without
other notice than such resolution.
3.04.
Special
Meetings
.
Special
meetings of the Board of Directors may be called by or at the request of
the
Chairman of the Board, the President or any two directors. Special meetings
of
any committee may be called by or at the request of the foregoing persons
or the
Chairman of the committee. The persons calling any special meeting of the
Board
of Directors or committee may fix any place, either within or without the
State
of Wisconsin, as the place for holding any special meeting called by them,
and
if no other place is fixed the place of meeting shall be the principal office
of
the corporation in the State of Wisconsin.
3.05
Meetings
By Telephone or Other Communication Technology
.
(a)
Any
or
all directors may participate in a regular or special meeting or in a committee
meeting of the Board of Directors by, or conduct the meeting through the
use of,
telephone or any other means of communication by which either: (i) all
participating directors may simultaneously hear each other during the meeting
or
(ii) all communication during the meeting is immediately transmitted
to
each participating director, and each participating director is able to
immediately send messages to all other participating directors.
(b)
If
a
meeting will be conducted through the use of any means described in
paragraph (a), 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 any means described in paragraph (a)
is
deemed to be present in person at the meeting.
3.06.
Notice
of Meetings
.
Except
as otherwise provided in the Articles of Incorporation or the Wisconsin Business
Corporation Law, notice of the date, time and place of any special meeting
of
the Board of Directors and of any special meeting of a committee of the Board
shall be given orally or in writing to each director or committee member
at
least 48 hours prior to the meeting, except that notice by mail shall
be
given at least 72 hours prior to the meeting. The notice need not
describe
the purpose of the meeting. Notice may be communicated in person, by telephone,
telegraph or facsimile, or by mail or private carrier. Oral notice is effective
when communicated. Written notice is effective as follows: If delivered in
person, when received; if given by mail, when deposited, postage prepaid,
in the
United States mail addressed to the director at his or her business or home
address (or such other address as the director may have designated in writing
filed with the Secretary); if given by facsimile, at the time transmitted
to a
facsimile number at any address designated above; and if given by telegraph,
when delivered to the telegraph company.
3.07.
Quorum
.
Except
as otherwise provided by the Wisconsin Business Corporation Law, a majority
of
the number of directors specified in accordance with the Articles of
Incorporation shall constitute a quorum of the Board of Directors. Except
as
otherwise provided by the Wisconsin Business Corporation Law, a majority
of the
number of directors appointed to serve on a committee shall constitute a
quorum
of the committee.
3.08.
Manner
of Acting
.
Except
as otherwise provided by the Wisconsin Business Corporation Law or the Articles
of Incorporation, the affirmative vote of a majority of the directors present
at
a meeting at which a quorum is present shall be the act of the Board of
Directors or any committee thereof.
3.09.
Conduct
of Meetings
.
The
Chairman of the Board, or in his or her absence, the President, and in the
President's absence, any director chosen by the directors present, shall
call
meetings of the Board of Directors to order and shall chair the meeting.
The
Secretary of the corporation shall act as secretary of all meetings of the
Board
of Directors, but in the absence of the Secretary, the presiding officer
may
appoint any assistant secretary or any director or other person present to
act
as secretary of the meeting.
3.10.
Vacancies
.
Any
vacancy occurring in the Board of Directors shall be filled in the manner
provided in the Articles of Incorporation.
3.11.
Compensation
.
The
Board of Directors, irrespective of any personal interest of any of its members,
may fix the compensation of directors.
3.12.
Presumption
of Assent
.
A
director 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 shall be presumed to have assented to the action taken unless (i) the
director objects at the beginning of the meeting or promptly upon his or
her
arrival to holding the meeting or transacting business at the meeting, or
(ii) the director's dissent or abstention from the action taken is
entered
in the minutes of the meeting, or (iii) the director delivers his
or her
written dissent or abstention to the presiding officer of the meeting before
the
adjournment thereof or to the corporation immediately after the adjournment
of
the meeting. Such right to dissent or abstain shall not apply to a director
who
voted in favor of such action.
3.13.
Committees
.
Unless
the Articles of Incorporation otherwise provide, the Board of Directors,
by
resolution adopted by the affirmative vote of a majority of all the directors
then in office, may create one or more committees, each committee to consist
of
two or more directors as members, which to the extent provided in the resolution
as initially adopted, and as thereafter supplemented or amended by further
resolution adopted by a like vote, may exercise the authority of the Board
of
Directors, except that no committee may: (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 any of its committees, except that the Board of
Directors may provide by resolution that any vacancies on a committee shall
be
filled by the affirmative vote of a majority of the remaining committee members;
(d) amend the Articles of Incorporation; (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 within limits prescribed by the Board of Directors.
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, if
there
is one, the President or upon request by the Chairman of such meeting. Each
such
committee
shall
fix
its own rules (consistent with the Wisconsin Business Corporation Law, the
Articles of Incorporation and these By-Laws) 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. Unless otherwise provided
by
the Board of Directors in creating a committee, a committee may employ counsel,
accountants and other consultants to assist it in the exercise of authority.
The
creation of a committee, delegation of authority to a committee or action
by a
committee does not relieve the Board of Directors or any of its members of
any
responsibility imposed on the Board of Directors or its members by
law.
ARTICLE
IV. OFFICERS
4.01.
Appointment
.
The
principal officers may include a Chairman of the Board, a President, one
or more
Executive Vice Presidents, Senior Vice Presidents or Vice Presidents (the
number
and designations to be determined by the Board of Directors), a Secretary,
a
Treasurer and such other officers if any, as may be deemed necessary by the
Board of Directors, each of whom shall be appointed by the Board of Directors.
Any two or more offices may be held by the same person.
4.02.
Resignation
and Removal
.
An
officer shall hold office until he or she resigns, dies, is removed hereunder,
or a different person is appointed to the office. An officer may resign at
any
time by delivering an appropriate written 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. Any officer may be removed by the Board of Directors with or without
cause
and notwithstanding the contract rights, if any, of the person removed. Except
as provided in the preceding sentence, the resignation or removal is subject
to
any remedies provided by any contract between the officer and the corporation
or
otherwise provided by law. Appointment shall not of itself create contract
rights.
4.03.
Vacancies
.
A
vacancy in any office because of death, resignation, removal or otherwise,
may
be filled by the Board of Directors. If a resignation is effective at a later
date, the Board of Directors may fill the vacancy before the effective date
if
the Board of Directors provides that the successor may not take office until
the
effective date.
4.04.
Chairman
of the Board
.
The
Board of Directors may appoint a Chairman of the Board. If appointed and
present, the Chairman of the Board shall preside at all meetings of the
shareholders and Board of Directors. The
Chairman
of the Board shall have such other powers and duties as he or she may be
called
upon to perform by the Board of Directors.
4.05.
President
.
The
President shall be either the chief executive officer or chief operating
officer
of the corporation. He or she shall supervise the day to day operations of
the
corporation's business. In the absence of the Chairman of the Board, or in
the
event that that office is for any reason vacant, the President shall perform
the
functions of the Chairman of the Board. The President shall perform such
other
duties as may be prescribed from time to time by the Chairman of the Board
or
the Board of Directors.
4.06.
Authority
of President
.
The
President is authorized 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; and, except as otherwise
provided by law or directed by the Board of Directors, the President may
authorize any Executive Vice President, Senior Vice President or Vice President
or other officer or agent of the Corporation to sign, execute and acknowledge
such documents or instruments in his or her 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.
4.07.
Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents
.
Any
Executive Vice President, Senior Vice President or Vice President may sign
with
the Secretary, certificates for shares of the corporation; and shall perform
such other duties and have such authority as from time to time may be delegated
or assigned to him or her by the President or the Board of Directors. The
execution of any instrument of the corporation by any Executive Vice President,
Senior Vice President or Vice President shall be conclusive evidence, as
to
third parties, of the Executive Vice President, Senior Vice President or
Vice
President's authority to act in the stead of the President.
4.08.
Secretary
.
The
Secretary shall: (a) keep (or cause to be kept) regular minutes of
all
meetings of the shareholders, the Board of Directors and any committees of
the
Board of Directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation, if any, and see that the seal of the
corporation, if any, is affixed to all documents which are authorized to
be
executed on behalf of the corporation under its seal; (d) keep or
arrange
for the keeping of a register of the
post
office address of each shareholder which shall be furnished to the Secretary
by
such shareholder; (e) sign certificates for shares of the corporation,
the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of
the
corporation; and (g) in general perform all duties incident to the
office
of Secretary and have such other duties and exercise such authority as from
time
to time may be delegated or assigned to him or her by the President or by
the
Board of Directors.
4.09.
Treasurer
.
The
Treasurer shall: (a) have charge and custody of and be responsible
for all
funds and securities of the corporation; (b) receive and give receipts
for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected by 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 to him or her by the President
or by
the Board of Directors.
4.10.
Assistants
and Acting Officers
.
The
Board of Directors shall have the power to appoint any person to act as
assistant to any officer, or as agent for the corporation in the officer's
stead, or to perform the duties of such officer whenever for any reason it
is
impracticable for such officer to act personally, and such assistant or acting
officer or other agent so appointed by the Board of Directors shall have
the
power to perform all the duties of the office to which that person is so
appointed to be assistant, or as to which he or she is so appointed to act,
except as such power may be otherwise defined or restricted by the Board
of
Directors.
4.11.
Salaries
.
The
salaries of the principal officers shall be fixed from time to time by the
Board
of Directors or by a duly authorized committee thereof, and no officer shall
be
prevented from receiving such salary by reason of the fact that such officer
is
also a director of the corporation.
ARTICLE
V. CERTIFICATES FOR SHARES AND THEIR TRANSFER
5.01.
Certificates
for Shares
.
Shares
of this corporation may but need not be represented by certificates.
Certificates representing shares of the corporation shall be in such form,
consistent with law, as shall be determined by the Board of Directors. At
a
minimum, a share certificate shall state on its face the name of the corporation
and that it is organized under the laws of the State of Wisconsin, the name
of
the person to whom issued, and the number and class of shares and the
designation of the series, if any, that the certificate represents. If the
corporation
is authorized to issue different classes of shares or different series within
a
class, the front or back of the certificate must contain either (a) a
summary of the designations, relative rights, preferences and limitations
applicable to each class, and the variations in the rights, preferences and
limitations determined for each series and the authority of the Board of
Directors to determine variations for future series, or (b) a conspicuous
statement that the corporation will furnish the shareholder the information
described in clause (a) on request, in writing and without charge.
Such
certificates shall be signed, either manually or in facsimile, by the Chairman
of the Board, the President, an Executive Vice President, Senior Vice President
or a Vice 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 ent
ered
on
the stock transfer books of the corporation. All certificates surrendered
to the
corporation for transfer shall be cancelled and no new certificate shall
be
issued until the former certificate for a like number of shares shall have
been
surrendered and cancelled, except as provided in section 5.05. The
Board of
Directors may authorize or issue some or all of the shares of the corporation
without a certificate, and may adopt such procedures as it deems appropriate
to
evidence and record the ownership and transfer of any shares issued without
a
certificate
.
5.02.
Signature
by Former Officer, Transfer Agent or Registrar
.
In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate for shares has ceased to be
such
officer, transfer agent or registrar before such certificate is issued, the
certificate may be issued by the corporation with the same effect as if that
person were still an officer, transfer agent or registrar at the date of
its
issue.
5.03.
Transfer
of Shares
.
Prior
to due presentment of all documents required for registration of transfer,
and
unless the corporation has established a procedure by which a beneficial
owner
of shares held by a nominee is to be recognized by the corporation as the
shareholder, the corporation may treat the registered owner of such shares
as
the person exclusively entitled to vote, to receive notifications and otherwise
to have and exercise all the rights and power of an owner. The corporation
may
require reasonable assurance that all transfer endorsements are genuine and
effective and in compliance with all regulations prescribed by or under the
authority of the Board of Directors.
5.04.
Restrictions
on Transfer
.
The
face or reverse side of each certificate representing shares shall bear a
conspicuous notation of any restriction upon the transfer of such shares
imposed
by the corporation. In the case of shares without a certificate, such
restrictions shall be noted on the stock transfer books of the
corporation.
5.05.
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, and (b) if required
by
the corporation, files with the corporation a sufficient indemnity bond,
and
(c) satisfies such other reasonable requirements as may be prescribed
by or
under the authority of the Board of Directors.
5.06.
Consideration
for Shares
.
The
shares of the corporation may be issued for such consideration as shall be
fixed
from time to time and determined to be adequate by the Board of Directors,
provided that any shares having a par value shall not be issued for a
consideration less than the par value thereof. The consideration may consist
of
any tangible or intangible property or benefit to the corporation, including
cash, promissory notes, services performed, contracts for services to be
performed, or other securities of the corporation. When the corporation receives
the consideration for which the Board of Directors authorized the issuance
of
shares, such shares shall be deemed to be fully paid and nonassessable by
the
corporation.
5.07.
Stock
Regulations
.
The
Board of Directors shall have the power and authority to make all such 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, including the appointment
or designation of one or more stock transfer agents and one or more
registrars.
ARTICLE
VI. WAIVER OF NOTICE
6.01.
Shareholder
Written Waiver
.
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, shall contain the same information that
would have been required in the notice under the Wisconsin Business Corporation
Law except that the time and place of meeting need not be stated, and shall
be
delivered to the corporation for inclusion in the corporate
records.
6.02.
Shareholder
Waiver by Attendance
.
A
shareholder's attendance at a meeting, in person or by proxy, waives objection
to both of the following:
(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 holding the
meeting
or transacting business at the meeting.
(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.
6.03.
Director
Written Waiver
.
A
director 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, signed by the
director entitled to the notice and retained by the corporation.
6.04.
Director
Waiver by Attendance
.
A
director's attendance at or participation in a meeting of the Board of Directors
or any committee thereof waives any required notice to him or her of the
meeting
unless the director at the beginning of the meeting or promptly upon his
or her
arrival objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the
meeting.
ARTICLE
VII. ACTION WITHOUT MEETINGS
7.01.
Director
Action Without Meeting
.
Unless
the Articles of Incorporation provide otherwise, action required or permitted
by
the Wisconsin Business Corporation Law to be taken at a Board of Directors
meeting or committee meeting may be taken without a meeting if the action
is
taken by all members of the Board or committee. The action shall be evidenced
by
one or more written consents describing the action taken, signed by each
director and retained by the corporation. Action taken hereunder is effective
when the last director signs the consent, unless the consent specifies a
different effective date. A consent signed hereunder has the effect of a
unanimous vote taken at a meeting at which all directors or committee members
were present, and may be described as such in any document.
ARTICLE
VIII. INDEMNIFICATION
8.01.
Indemnification
for Successful Defense
.
Within
20 days after receipt of a written request pursuant to section 8.03,
the
corporation shall indemnify a director or officer, to the extent he or she
has
been successful on the merits or otherwise in the defense of a proceeding,
for
all reasonable expenses incurred in the proceeding if the director or officer
was a party because he or she is a director or officer of the
corporation.
8.02.
Other
Indemnification
.
(a)
In
cases
not included under section 8.01, the corporation shall indemnify a
director
or officer against all liabilities and expenses incurred by the director
or
officer in a proceeding to which the director or officer was a party because
he
or she is a director or officer of the corporation, unless liability was
incurred because the director or officer breached or failed to perform a
duty he
or she owes to the corporation and the breach or failure to perform constitutes
any of the following:
(1)
A
willful
failure to deal fairly with the corporation or its shareholders in connection
with a matter in which the director or officer has a material conflict of
interest.
(2)
A
violation of criminal law, unless the director or officer had reasonable
cause
to believe that his or her conduct was lawful or no reasonable cause to believe
that his or her conduct was unlawful.
(3)
A
transaction from which the director or officer derived an improper personal
profit.
(4)
Willful
misconduct.
(b)
Determination
of whether indemnification is required under this section shall be made pursuant
to section 8.05.
(c)
The
termination of a proceeding by judgment, order, settlement or conviction,
or
upon a plea of no contest or an equivalent plea, does not, by itself, create
a
presumption that indemnification of the director or officer is not required
under this section.
8.03.
Written
Request
.
A
director or officer who seeks indemnification under sections 8.01 or 8.02
shall
make a written request to the corporation.
8.04.
Nonduplication
.
The
corporation shall not indemnify a director or officer under sections 8.01
or 8.02 if the director or officer has previously received indemnification
or
allowance of expenses from any person, including the corporation, in connection
with the same proceeding. However, the director or officer has no duty to
look
to any other person for indemnification.
8.05.
Determination
of Right to Indemnification
.
(a)
Unless
otherwise provided by the Articles of Incorporation or by written agreement
between the director or officer and the corporation, the director or officer
seeking indemnification under section 8.02 shall select one of the
following means for determining his or her right to
indemnification:
(1)
By
a
majority vote of a quorum of the Board of Directors consisting of directors
not
at the time parties to the same or related proceedings. If a quorum of
disinterested directors cannot be obtained, by majority vote of a committee
duly
appointed by the Board of Directors and consisting solely of two or more
directors who are not at the time parties to the same or related proceedings.
Directors who are parties to the same or related proceedings may participate
in
the designation of members of the committee.
(2)
By
independent legal counsel selected by a quorum of the Board of Directors
or its
committee in the manner prescribed in subsection (1) 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.
(3)
By
a
panel of three arbitrators consisting of one arbitrator selected by those
directors entitled under subsection (2) to select independent legal
counsel, one arbitrator selected by the director or officer seeking
indemnification and one arbitrator selected by the two arbitrators previously
selected.
(4)
By
an
affirmative vote of shares represented at a meeting of shareholders at which
a
quorum of the voting group entitled to vote thereon is present. 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.
(5)
By
a
court under section 8.08.
(6)
By
any
other method provided for in any additional right to indemnification permitted
under section 8.07.
(b)
In
any
determination under (a), the burden of proof is on the corporation to prove
by
clear and convincing evidence that indemnification under section 8.02
should not be allowed.
(c)
A
written
determination as to a director's or officer's indemnification under
section 8.02 shall be submitted to both the corporation and the director
or
officer within 60 days of the selection made under (a).
(d)
If
it is
determined that indemnification is required under section 8.02, the
corporation shall pay all liabilities and expenses not prohibited by
section 8.04 within ten days after receipt of the written determination
under (c). The corporation shall also pay all expenses incurred by the director
or officer in the determination process under (a).
8.06.
Advance
of Expenses
.
Within
ten days after receipt of a written request by a director or officer who
is a
party to a proceeding, the corporation shall pay or reimburse his or her
reasonable expenses as incurred if the director or officer provides the
corporation with all of the following:
(1)
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.
(2)
A
written
undertaking, executed personally or on his or her behalf, to repay the allowance
to the extent that it is ultimately determined under section 8.05
that
indemnification under section 8.02 is not required and that indemnification
is not ordered by a court under section 8.08(b)(2). The undertaking
under
this subsection shall be an unlimited general obligation of the director
or
officer and may be accepted without reference to his or her ability to repay
the
allowance. The undertaking may be secured or unsecured.
8.07.
Nonexclusivity
.
(a)
Except
as
provided in (b), sections 8.01, 8.02 and 8.06 do not preclude any
additional right to indemnification or allowance of expenses that a director
or
officer may have under any of the following:
(1)
The
Articles of Incorporation.
(2)
A
written
agreement between the director or officer and the corporation.
(3)
A
resolution of the Board of Directors.
(4)
A
resolution, after notice, adopted by a majority vote of all of the corporation's
voting shares then issued and outstanding.
(b)
Regardless
of the existence of an additional right under (a), the corporation shall
not
indemnify a director or officer, or permit a director or officer to retain
any
allowance of expenses unless it is determined by or on behalf of the corporation
that the director or officer did not breach or fail to perform a duty he
or she
owes to the corporation which constitutes conduct under section 8.02(a)(1),
(2), (3) or (4). A director or officer who is a party to the same or related
proceedings for which indemnification or an allowance of expenses is sought
may
not participate in a determination under this subsection.
(c)
Sections
8.01 to 8.14 do not affect the corporation's power to pay or reimburse expenses
incurred by a director or officer in any of the following
circumstances.
(1)
As
a
witness in a proceeding to which he or she is not a party.
(2)
As
a
plaintiff or petitioner in a proceeding because he or she is or was an employee,
agent, director or officer of the corporation.
8.08.
Court-Ordered
Indemnification
.
(a)
Except
as
provided otherwise by written agreement between the director or officer and
the
corporation, a director or officer who is a party to a proceeding may apply
for
indemnification to the court conducting the proceeding or to another court
of
competent jurisdiction. Application shall be
made
for
an initial determination by the court under section 8.05(a)(5) or
for
review by the court of an adverse determination under section 8.05(a)(1),
(2), (3), (4) or (6). After receipt of an application, the court shall give
any
notice it considers necessary.
(b)
The
court
shall order indemnification if it determines any of the following:
(1)
That
the
director or officer is entitled to indemnification under sections 8.01
or
8.02.
(2)
That
the
director or officer is fairly and reasonably entitled to indemnification
in view
of all the relevant circumstances, regardless of whether indemnification
is
required under section 8.02.
(c)
If
the
court determines under (b) that the director or officer is entitled to
indemnification, the corporation shall pay the director's or officer's expenses
incurred to obtain the court-ordered indemnification.
8.09.
Indemnification
and Allowance of Expenses of Employees and Agents
.
The
corporation shall indemnify an employee of the corporation who is not a director
or officer of the corporation, to the extent that he or she has been successful
on the merits or otherwise in defense of a proceeding, for all reasonable
expenses incurred in the proceeding if the employee was a party because he
or
she was an employee of the corporation. In addition, the corporation may
indemnify and allow reasonable expenses of an employee or agent who is not
a
director or officer of the corporation to the extent provided by the Articles
of
Incorporation or these By-Laws, by general or specific action of the Board
of
Directors or by contract.
8.10.
Insurance
.
The
corporation may purchase and maintain insurance on behalf of an individual
who
is an employee, agent, director or officer of the corporation against liability
asserted against or incurred by the individual in his or her capacity as
an
employee, agent, director or officer, regardless of whether the corporation
is
required or authorized to indemnify or allow expenses to the individual against
the same liability under sections 8.01, 8.02, 8.06, 8.07 and
8.09.
8.11.
Securities
Law Claims
.
(a)
Pursuant
to the public policy of the State of Wisconsin, the corporation shall provide
indemnification and allowance of expenses and may insure for any liability
incurred in connection with a proceeding involving
securities
regulation described under (b) to the extent required or permitted under
sections 8.01 to 8.10.
(b)
Sections
8.01 to 8.10 apply, to the extent applicable to any other proceeding, to
any
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities, securities brokers or dealers,
or
investment companies or investment advisers.
8.12.
Liberal
Construction
.
In
order for the corporation to obtain and retain qualified directors, officers
and
employees, the foregoing provisions shall be liberally administered in order
to
afford maximum indemnification of directors, officers and, where
section 8.09 of these By-Laws applies, employees. The indemnification
above
provided for shall be granted in all applicable cases unless to do so would
clearly contravene law, controlling precedent or public policy.
8.13.
Definitions
Applicable to this Article
.
For
purposes of this Article:
(a)
"Affiliate"
shall include, without limitation, any corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise that directly or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the corporation.
(b)
"Corporation"
means this corporation and any domestic or foreign predecessor of this
corporation where the predecessor corporation's existence ceased upon the
consummation of a merger or other transaction.
(c)
"Director
or officer" means any of the following:
(1)
An
individual who is or was a director or officer of this corporation.
(2)
An
individual who, while a director or officer of this corporation, is or was
serving 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.
(3)
An
individual who, while a director or officer of this 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.
(4)
Unless
the context requires otherwise, the estate or personal representative of
a
director or officer.
For
purposes of this Article, it shall be conclusively presumed that any director
or
officer serving as a director, officer, partner, trustee, member of any
governing or decision-making committee, employee or agent of an affiliate
shall
be so serving at the request of the corporation.
(d)
"Expenses"
include fees, costs, charges, disbursements, attorney fees and other expenses
incurred in connection with a proceeding.
(e)
"Liability"
includes the obligation to pay a judgment, settlement, penalty, assessment,
forfeiture or fine, including an excise tax assessed with respect to an employee
benefit plan, and reasonable expenses.
(f)
"Party"
includes an individual who was or is, or who is threatened to be made, a
named
defendant or respondent in a proceeding.
(g)
"Proceeding"
means any threatened, pending or completed civil, criminal, administrative
or
investigative action, suit, arbitration or other proceeding, whether formal
or
informal, 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.
ARTICLE
IX. SEAL
The
Board
of Directors may provide a corporate seal which may be circular in form and
have
inscribed thereon the name of the corporation and the state of incorporation
and
the words "Corporate Seal."
ARTICLE
X. AMENDMENTS
10.01.
By
Shareholders
.
Unless
otherwise provided in the corporation's Articles of Incorporation, these
By-Laws
may be amended or repealed and new By-Laws may be adopted by the shareholders
by
majority vote of all shares of the corporation's common stock then outstanding
and entitled to vote thereon.
10.02.
By
Directors
.
Except
as the Articles of Incorporation may otherwise provide, these By-Laws may
also
be amended or repealed and new By-Laws may be adopted by the Board of Directors
by the vote provided in section 3.08, but (a) no By-Law adopted
by the
shareholders shall be amended, repealed or readopted by the Board of Directors
if the By-Law so adopted so provides and (b) a By-Law adopted or amended
by
the shareholders that fixes a greater or lower quorum requirement or a greater
voting requirement for the Board of Directors than otherwise is provided
in the
Wisconsin Business Corporation Law may not be amended or repealed by the
Board
of Directors unless the By-Law expressly provides that it may be amended
or
repealed by a specified vote of the Board of Directors. 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, unless a different voting requirement is specified
as provided by the preceding sentence. A By-Law that fixes a greater or lower
quorum requirement or a greater voting requirement for shareholders or voting
groups of shareholders than otherwise is provided in the Wisconsin Business
Corporation Law may not be adopted, amended or repealed by the Board of
Directors.
10.03.
Implied
Amendments
.
Any
action taken or authorized by the shareholders or by the Board of Directors,
which would be inconsistent with the By-Laws then in effect but is taken
or
authorized by a vote that would be sufficient 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.