BYLAWS
of
WEYCO
GROUP, INC.
ADOPTED
January
21, 1991
as
amended November 3, 1992, January 8, 1996,
January
31, 2000, January 28, 2002 and
July
26,
2007
ARTICLE
I. 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 and Registered Agent
.
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 business office of the registered agent of the
corporation shall be identical to such registered office.
1.03.
Corporate
Records
.
The
following 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.
ARTICLE
II. SHAREHOLDERS
2.01.
Annual
Meeting
.
The
annual meeting of the shareholders shall be held on the fourth Tuesday in
April
of each year at 10:00 AM, 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 special meeting of the shareholders as soon thereafter as may be
convenient.
2.02.
Special
Meetings
.
Special
meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or 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 Bylaws.
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
business 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 ten (10) days nor more than sixty
(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 President
or the Secretary, to each shareholder entitled to vote at such meeting or,
if
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 twenty (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 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
Bylaws.
(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 this section 2.04(d), or as provided in the Articles of
Incorporation, or otherwise 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: (l) a proposed
amendment to the Articles of Incorporation (including any restated articles);
(2) a plan of merger or share exchange; (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;
(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.
(f)
Certain
Stock Issuances
.
If the
corporation issues or authorizes the issuance of shares for promissory notes
or
for promises of future services, the corporation shall report in writing
to the
shareholders entitled to receive notice of the next shareholder meeting,
with or
before the notice of that meeting, the number of shares authorized or issued,
and the consideration received or to be received by the
corporation.
(g)
Indemnification;
Advance of Expenses
.
If the
corporation indemnifies or advances expenses to a director or officer under
Sections 180.0850 et seq. of the Wisconsin Business Corporation Law in
connection with a proceeding by or in the right of the corporation, this
shall
be reported to shareholders entitled to receive notice of the next shareholder
meeting with or before the notice of that meeting.
2.05.
Fixing
of Record Date
.
The
Board of Directors may fix in advance a date as the record date for one or
more
voting groups for any determination of shareholders entitled to notice of
a
shareholder meeting, to demand a special meeting, to vote, or to take any
other
action, such date in any case to be not more than seventy (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, to notice of or to vote at a meeting
of shareholders, or to consent to action without a meeting, (a) the close
of
business on the day before the corporation receives the first written demand
for
a shareholder meeting, (b) the close of business on the day before the first
notice of the meeting is mailed or otherwise delivered to shareholders, or
(c)
the close of business on the day before the first written consent to shareholder
action without a meeting is received by the corporation, 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.
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 or her agent or attorney at any time
during the meeting or any adjournment. Any shareholder or his or her agent
or
attorney may inspect the shareholder list beginning two (2) 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
1ist, during regular business hours and at his or her 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
and Voting Requirements
.
Except
as otherwise provided in the Articles of Incorporation, 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. If a
quorum
exists, action on a matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the
action
exceed the votes opposing the action unless a greater number of affirmative
votes is required by the Wisconsin Business Corporation Law or the Articles
of
Incorporation. 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 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, and in the absence of the Chairman of the Board, the
President, and in the President's absence, a Vice President in the order
provided under Section 4.05 of these Bylaws, and in their absence, any person
chosen by the shareholders present shall call the meeting of the shareholders
to
order and shall act as chair 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 or her 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
as
to the validity and sufficiency of proxy appointments.
2.10.
Voting
of Shares
.
Each
outstanding share which is entitled to vote shall be entitled to vote on
each
matter submitted to a vote of shareholders in accordance with the provisions
of
Article III of the Articles of Incorporation of this corporation. 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. Redeemable shares are not entitled
to vote after notice of redemption is mailed to the holders and a sum sufficient
to redeem the shares has been deposited with a bank, trust company, or other
financial institution under an irrevocable obligation to pay the holders
the
redemption price on surrender of the shares.
ARTICLE
III. BOARD OF DIRECTORS
3.01.
General
Powers and Number
.
The
business and affairs of the corporation shall be managed by its Board of
Directors. The number of directors of the corporation shall be seven (7)
and
shall be divided into three classes, as nearly equal in number as possible.
The
terms of the directors shall be staggered such that a group consisting of
approximately one-third (1/3) of the directors shall have terms that expire
at
the first annual shareholders meeting after their election, a second group
consisting of approximately one-third (1/3) of the directors shall have terms
that expire at the second annual shareholders meeting after their election,
and
the terms of the remaining directors shall expire at the third annual
shareholders meeting after their election. At each annual shareholders meeting
held thereafter, the number of directors equal to the number of the group
whose
term expires at the time of the meeting shall be chosen for a term of three
years. The number of directors may be increased or decreased from time to
time
by amendment to this Section adopted by the shareholders or the Board of
Directors, but no decrease shall have the effect of shortening the term of
an
incumbent director.
3.02.
Tenure
and Qualifications
.
Each
director shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a shareholders meeting at which a quorum
is
present; i.e., the individuals with the largest number of votes are elected
as
directors up to the maximum number of directors to be chosen in the election.
In
the event two or more persons tie for the last vacancy to be filled, a run-off
vote shall be taken from among the candidates receiving the tie vote. Each
director shall hold office for the remainder of the term for which he or
she has
been elected and until the director's successor shall have been elected,
or
until his or her prior death, resignation or removal. Any director or directors
may be removed from office by the shareholders, but only for cause, if the
votes
cast to remove the director exceeds the number cast not to remove him or
her,
taken at a meeting of shareholders called for that purpose, provided that
the
meeting notice states that the purpose, or one of the purposes, of the meeting
is removal of the director. A director may resign at any time by delivering
a
written resignation to the Board of Directors, its chairperson, or the Secretary
of the corporation. Directors need not be residents of the State of Wisconsin
or
shareholders of the corporation.
3.03.
Regular
Meetings
.
A
regular meeting of the Board of Directors shall be held, without other notice
than this Bylaw, immediately after the annual meeting of shareholders, and
each
adjourned session thereof. The place of such regular meeting shall be the
same
as the place of the meeting of shareholders which precedes it, or such other
suitable place as may be announced at such meeting of shareholders. The Board
of
Directors may provide, by resolution, the time and place, either within or
without the State of Wisconsin, for the holding of additional 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
President or any two directors. The persons calling any special meeting of
the
Board of Directors may fix any place, either within or without the State
of
Wisconsin, as the place for holding any special meeting of the Board of
Directors called by them, and if no other place is fixed the place of meeting
shall be the principal business 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.
(c)
The
identity of each director participating in a meeting of the Board of Directors
or a committee thereof by any means described in paragraph (a) must be verified
before the directors vote at the meeting (i) on a plan of merger or share
exchange; (ii) to sell, lease, exchange or otherwise dispose of substantial
property or assets of the corporation; (iii) to voluntarily dissolve the
corporation or to revoke voluntary dissolution proceedings; or (iv) to file
for
bankruptcy. The procedure for verifying a director's identity shall be by
disclosure by the director of a confidential Director Identification Number
assigned to such director in advance of the meeting by the Secretary which
is
provided confidentially to the director with the notice of the meeting or
otherwise. A transaction within the meaning of subpart (ii) of this paragraph
(c) shall be one which involves the sale, lease, exchange or other disposition
of more than fifty percent (50%) in value of the corporation's assets to
a
person other than a subsidiary of the corporation.
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 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
or
the business to be transacted at 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 as provided in Section 3.01 shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors.
3.08.
Manner
of Acting
.
Except
as otherwise provided by the Wisconsin Business Corporation Law, the affirmative
vote of the majority of the directors present at a meeting at which a quorum
is
present shall be the act of the Board of Directors, unless the vote of a
greater
number is required by the Wisconsin Business Corporation Law, or the Articles
of
Incorporation.
3.09.
Conduct
of Meetings
.
The
President, and in the President's absence, a Vice President in the order
provided under Section 4.05 of these Bylaws, and in their 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, including a vacancy created
by an
increase in the number of directors, may be filled for the remainder of the
term
by the shareholders or the Board of Directors. If the directors remaining
in
office constitute fewer than a quorum of the Board, the directors may fill
a
vacancy by the affirmative vote of a majority of all directors remaining
in
office. A vacancy that will occur at a specific later date (because of a
resignation effective at a later date or otherwise) may be filled before
the
vacancy occurs, but the new director may not take office until the vacancy
occurs.
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
.
The
Board of Directors, by resolution adopted by the affirmative vote of a majority
of the number of directors as provided in Section 3.01, may designate 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,
shall have and 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 must 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 Bylaws;
(f)
approve a plan of merger; (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 of the Chairman
of the Board or the President or upon request by the chairman of such meeting.
Each such committee shall fix its own rules governing the conduct of its
activities and shall make such reports to the Board of Directors of its
activities as the Board of Directors may request. 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
officers shall include a Chairman of the Board, a President, one or more
Vice
Presidents (the number and designations to be determined by the Board of
Directors), a Secretary 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 or assistant officer shall hold office until he or she resigns, dies,
is
removed hereunder, or a different person is appointed to the office. An officer
or assistant 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, assistant officer
or
agent may be removed by the Board of Directors with or without cause, but
such
removal shall be without prejudice to the contract rights, if any, of the
officer or assistant officer so removed and the corporation. Appointment
shall
not of itself create contract rights.
4.03.
Vacancies
.
A
vacancy in any office because of death, resignation, removal or otherwise,
shall
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.
Chief
Executive Officer
.
The
Board of Directors may elect a Chairman of the Board and shall elect a
President. The Board of Directors shall designate one of them as Chief Executive
Officer.
In
the
event that there are both a Chairman and a President, and the Chairman is
designated as Chief Executive Officer, then the President shall perform such
duties as the Chief Executive Officer may prescribe. If there is a Chairman
he
shall preside at all meetings of the shareholders and of the Board of Directors;
in the absence of a Chairman the President shall preside at such
meetings.
The
Chief
Executive Officer shall supervise and control all of the business and affairs
of
the corporation and shall perform such other duties as may be prescribed
by the
Board of Directors from time to time. The Chief Executive Officer shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the corporation as he or she shall
deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the 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 shall be authorized by resolution
of
the Board of Directors; and, except as otherwise provided by law or the Board
of
Directors, the Chief Executive Officer may authorize the President or any
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.
4.05.
Vice
Presidents
.
In the
absence of the Chairman of the Board, and the President, or in the event
of
their inability or refusal to act, or in the event for any reason it shall
be
impractical for the Chairman or the President to act personally, a Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order 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; 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
Vice President shall be conclusive evidence, as to third parties, of the
Vice
President's authority to act in the stead of the President.
4.06.
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 Bylaws
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 with the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general
charge
of the stock transfer books of the corporation; and (g) in general perform
all
duties incident to the office of Secretary and have such other duties and
exercise such authority as from time to time may be delegated or assigned
to him
or her by the President or by the Board of Directors.
4.07.
Treasurer
.
If the
Board of Directors appoints a 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.
4.08.
Assistants
and Acting Officers
.
The
Board of Directors and the Chief Executive Officer 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 or Chief Executive Officer 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 or the Chief Executive
Officer.
4.09.
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.
SHARES
AND THEIR TRANSFER
5.01
Certificates
for Shares; Uncertificated Shares
.
Shares
of the corporation's stock may be certificated or uncertificated, as provided
under the Wisconsin Business Corporation Law.
(a)
Shares
of
this corporation may 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 (i) 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 (ii) a conspicuous statement that the corporation will furnish the
shareholder the information described in clause (i) on request, in writing
and
without charge. Such certificates shall be signed, either manually or in
facsimile, by the Chairman, the President, or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number
of
shares and date of issue, shall be entered on the stock transfer books of
the
corporation. All certificates surrendered to the corporation for transfer
shall
be cancelled and no new certificate or uncertificated shares shall be issued
until, in the case of shares represented by a stock certificate, the former
certificate for a like number of shares shall have been surrendered and
cancelled, except as provided in Section 5.05.
(b)
The
Board
of Directors may authorize the issuance of some or all of any or all classes
or
series of the corporation's stock, common, preferred or otherwise, without
certificates. The authorization does not affect shares already represented
by
certificates until the certificates are surrendered to the corporation. Within
a
reasonable time after the issuance or transfer of shares without certificates,
the corporation shall send the shareholder a written statement of the
information required on share certificates by paragraph (a) of this Section
5.01
and, if applicable, Section 5.04. Unless the Wisconsin Business Corporation
Law
or Chapter 408 of the Wisconsin Statutes expressly provides otherwise, the
rights and obligations of shareholders are identical whether or not their
shares
are represented by certificates.
5.02
Signature
by Former Officers
.
If an
officer or assistant officer, who has signed or whose facsimile signature
has
been placed upon any certificate for shares, has ceased to be such officer
or
assistant officer 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 or assistant officer at the date of its issue.
5.03
Transfer
of Shares
.
The
corporation’s books shall reflect transfers of shares only if a transfer of such
shares has been made or directed by the record holder of such shares, or
by
attorney lawfully constituted in writing, and, in the case of shares represented
by a certificate, upon surrender of the certificate. Prior to due presentment
of
a certificate for shares 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, and the written
statement of the information required by Section 5.01(b) with respect to
shares
without certificates, shall bear a conspicuous notation of any restriction
upon
the transfer of such shares imposed by the corporation or imposed by any
agreement of which the corporation has written notice.
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 or shares in uncertificated form 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 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 Bylaws 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 the Bylaws 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 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 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 2 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 sub. (l) 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 3 arbitrators consisting of one arbitrator selected by those directors
entitled under sub. (2) to select independent legal counsel, one arbitrator
selected by the director or officer seeking indemnification and one arbitrator
selected by the 2 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
10
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
10 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
proceeding for which indemnification or an allowance of expenses is sought
may
not participate in a determination under this subsection.
(c)
Sections
8.01 to 8.13 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 may 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
of Employees and Agents
.
The
corporation shall indemnify an employee 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 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 to the extent provided by the Articles of
Incorporation or Bylaws, 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 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 employees and,
accordingly, the indemnification above provided for shall be granted in all
cases unless to do so would clearly contravene applicable law, controlling
precedent or public policy.
8.13.
Report
to Shareholders
.
If the
corporation indemnifies or advances expenses to a director or officer as
required or permitted by these bylaws or Wisconsin law in connection with
a
proceeding by or in the right of the corporation, the corporation shall report
the indemnification or advance in writing to the shareholders in accordance
with
Section 2.04(g) of these Bylaws.
8.14.
Definitions
.
Applicable to 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)
A
natural
person who is or was a director or officer of this corporation.
(2)
A
natural
person 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)
A
natural
person 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 a natural person 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
.
These
Bylaws may be amended or repealed and new Bylaws may be adopted by the
shareholders by the vote provided in Section 2.07 of these Bylaws or by such
greater vote as may be required by law.
10.02.
By
Directors
.
Except
as the Articles of Incorporation or the Wisconsin Business Corporation Law
may
otherwise provide, these Bylaws may also be amended or repealed and new bylaws
may be adopted by the Board of Directors, but no Bylaw adopted by the
shareholders shall be amended, repealed or readopted by the Board of Directors
if the Bylaw so adopted so provides.
10.03.
Implied
Amendments
.
Any
action taken or authorized by the shareholders or by the Board of Directors,
which would be inconsistent with the Bylaws then in effect but is taken or
authorized by affirmative vote of not less than the number of shares or the
number of directors required to amend the Bylaws so that the Bylaws would
be
consistent with such action, shall be given the same effect as though the
Bylaws
had been temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.