Attached files
file | filename |
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8-K - FORM 8-K - TomoTherapy Inc | c13755e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - TomoTherapy Inc | c13755exv2w1.htm |
EX-99.2 - EXHIBIT 99.2 - TomoTherapy Inc | c13755exv99w2.htm |
EX-10.1 - EXHIBIT 10.1 - TomoTherapy Inc | c13755exv10w1.htm |
EX-99.1 - EXHIBIT 99.1 - TomoTherapy Inc | c13755exv99w1.htm |
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
TOMOTHERAPY INCORPORATED
OF
TOMOTHERAPY INCORPORATED
ARTICLE 1
IDENTIFICATION
IDENTIFICATION
1.1 Name. The corporations name is TomoTherapy Incorporated (the corporation).
1.2 Principal and Business Offices. The corporation may have such principal and other
business offices, either within or outside the state of Wisconsin, as the board of directors may
designate or as the corporations business may require from time to time.
1.3 Registered Agent and Office. The corporations registered agent may be changed
from time to time by or under the authority of the board of directors. The address of the
corporations registered office may be changed from time to time by or under the authority of the
board of directors, or by the registered agent. The business office of the corporations registered
agent shall be identical to the registered office. The corporations registered office may be, but
need not be, identical to the corporations principal office in the State of Wisconsin.
1.4 Place of Keeping Corporate Records. The records and documents required by law to
be kept by the corporation permanently shall be kept at the corporations principal office.
ARTICLE 2
SHAREHOLDERS
SHAREHOLDERS
2.1 Annual Meeting. The annual shareholders meeting for the purpose of electing
directors and transacting such other business as may properly come before the meeting shall be held
at such date and time as may from time to time be designated by resolution passed by the board of
directors.
2.2 Special Meetings. Special shareholders meetings may be called (1) by the
president, (2) by the board of directors or such other officer(s) as the board of directors may
authorize from time to time, or (3) by the president or secretary if a written request of the
holders of record of at least 25% of all the votes entitled to be cast upon the matter(s) set forth
as the purpose of the meeting in the written request is delivered to the president or secretary and
such written request satisfies the requirements of Section 2.14(c) of these bylaws, states
the purpose(s) of the requested meeting, and is dated and signed by the person(s) entitled to
request such a meeting. If such a request is so delivered, it shall be the duty of the officer to
whom the request is delivered to give, within thirty (30) days of such delivery, notice of the
meeting to shareholders. Notice of any special meetings shall be given in the manner provided in
Section 2.4 of these bylaws. Only business within the purpose described in the
corporations special meeting notice shall be conducted at a special shareholders meeting.
2.3 Place of Meeting. The board of directors may designate any place, either within or
outside the state of Wisconsin, as the place of meeting for any annual or special shareholders
meeting or any adjourned meeting. If no designation is made by the board of directors, the place of
meeting shall be the corporations principal office.
2.4 Notice of Meetings. The corporation shall notify each shareholder who is entitled
to vote at the meeting, and any other shareholder entitled to notice under Chapter 180 of the
Wisconsin Statutes (ch. 180), of the date, time and place of each annual or special shareholders
meeting. In the case of special meetings, the notice shall also state the meetings purpose. Unless
otherwise required by ch. 180, the meeting notice shall be given not less than ten (10) days nor
more than sixty (60) days before the meeting date. Notice may be written or oral; however, oral
notice shall be effective under this Section 2.4 only if the corporation confirms the
notice in writing within three (3) days of oral communication. Except as otherwise required by law,
notice may be communicated in person, by telephone, telegraph, teletype, facsimile, other form of
wire or wireless communication, or by mail or private carrier, or in any other manner provided by
ch. 180. Written notice, if mailed, is effective when mailed; and such notice may be addressed to
the shareholders address shown in the corporations current record of shareholders. Written notice
provided in any other manner is effective when received. Oral notice is effective when
communicated.
2.5 Waiver of Notice. A shareholder may waive notice of any shareholders meeting,
before or after the date and time stated in the notice. The waiver must be in writing, contain the
same information that would have been required in the notice (except that the time and place of the
meeting need not be stated), be signed by the shareholder, and be delivered to the corporation for
inclusion in the corporate records. A shareholders attendance at a meeting, in person or by proxy,
waives objection to lack of notice or defective notice, unless the shareholder at the beginning of
the meeting or promptly upon arrival objects to holding the meeting or transacting business at the
meeting.
2.6 Fixing of Record Date. For the purpose of determining shareholders of any voting
group entitled to notice of or to vote at any shareholders meeting, shareholders entitled to
demand a special meeting under Section 2.2 of these bylaws, or shareholders entitled to
receive payment of any distribution or dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may fix a future date as the
record date. The record date shall not be more than 70 days before the date on which the particular
action requiring this determination of shareholders is to be taken. If no record date is so fixed
by the board, the record date shall be as follows:
(a) | With respect to an annual shareholders meeting or any special shareholders meeting called by the board or any person specifically authorized by the board or these bylaws to call a meeting, at the close of business on the day before the first notice is delivered to shareholders; | ||
(b) | With respect to a special shareholders meeting demanded by the shareholders, on the date the first shareholder signs the demand; | ||
(c) | With respect to actions taken in writing without a meeting (pursuant to Section 2.13 of these bylaws), on the date the first shareholder signs a consent; | ||
(d) | With respect to determining shareholders entitled to a share dividend, on the date the board authorizes the share dividend; | ||
(e) | With respect to determining shareholders entitled to a distribution (other than a distribution involving a repurchase or reacquisition of shares), on the date the board authorizes the distribution; and | ||
(f) | With respect to any other matter for which such a determination is required, as provided by law. |
When a determination of the shareholders entitled to vote at any shareholders meeting has
been made as provided in this section, the determination shall apply to any adjournment of the
meeting unless the board of directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original meeting.
2.7 Voting List. After fixing a record date for a meeting, the corporation shall
prepare a list of the names of all of its shareholders who are entitled to notice of a
shareholders meeting. The list shall be arranged by class or series of shares, if any, and show
the address of and number of shares held by each shareholder. The corporation shall make the
shareholders list available for inspection by any shareholder, beginning two business days after
notice is given of the meeting for which the list was prepared and continuing to the meeting date,
at the corporations principal office or at the place identified in the meeting notice in the city
where the meeting will be held. A shareholder or his or her agent or attorney may, on written
demand, inspect, and subject to any restrictions set forth in ch. 180, copy the list, during
regular business hours and at his or her expense, during the period that it is available for
inspection. The corporation shall make the shareholders list available at the meeting, and any
shareholder or his or her agent or attorney may inspect the list at any time during the meeting or
any adjournment.
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2.8 Quorum and Voting Requirements. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Except as otherwise provided by the articles of incorporation, these bylaws, or any
provision of ch. 180, a majority of the votes entitled to be cast on the matter by the voting group
shall constitute a quorum of that voting group for action on that matter. If a quorum exists,
action on a matter (other than the election of directors under Section 3.2 of the bylaws)
by a voting group is approved if the votes cast within the voting group favoring the action exceed
the votes cast within the
voting group opposing the action, unless the articles of incorporation, these bylaws, or any
provision of ch. 180 requires a greater number of affirmative votes. 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 adjourned meeting. At the adjourned meeting at which a
quorum is represented, any business may be transacted that might have been transacted at the
meeting as originally noticed.
2.9 Order of Business at Meetings. The order of business at any shareholders meeting
shall be as follows:
If a quorum is present, the meeting shall continue with the following items of business:
(a) | Roll call; | ||
(b) | Appointment of inspectors of election, if requested; | ||
(c) | Proof of proper notice of meeting or receipt of waiver of notice; | ||
(d) | Approval of minutes of preceding meeting, unless dispensed with by unanimous consent; | ||
(e) | Board of directors report, if any; | ||
(f) | Officers reports, if any; | ||
(g) | Committee reports, if any; | ||
(h) | Election of directors, if necessary; | ||
(i) | Unfinished business, if any; and | ||
(j) | New business, if any. |
The order of business at any meeting may, however, be changed by the vote of those persons in
attendance, in accordance with Section 2.8 of these bylaws. The chairperson of the meeting
may designate a corporate officer or any other person in attendance to keep and prepare minutes of
the meeting.
2.10 Proxies. At all shareholders meetings, 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. A proxy appointment shall become effective when received by the secretary or
other officer or agent of the corporation authorized to tabulate votes. Unless otherwise provided
in the appointment form, a proxy appointment may be revoked at any time before it is voted, either
by written notice filed with the secretary or other officer or agent of the corporation authorized
to tabulate votes, or by oral notice given by the shareholder during the meeting. The presence of a
shareholder who has filed his or her proxy appointment shall not of itself constitute a revocation.
A proxy appointment shall be valid for 11 months from the date of its execution, unless otherwise
provided in the appointment form. The board of directors shall have the power and authority to make
rules establishing presumptions as to the validity and sufficiency of proxy appointments.
2.11 Voting of Shares. Each outstanding share shall be entitled to one vote upon each
matter submitted to a vote at a shareholders meeting, except as otherwise required by the articles
of incorporation or by ch. 180.
2.12 Voting of Shares by Certain Holders.
(a) | Other Corporations. Shares standing in another corporations name may be voted either in person or by proxy, by the other corporations president or any other officer appointed by the president. A proxy appointment executed by any principal officer of the other corporation or such an officers assistant shall be conclusive evidence of the signers authority to act, in the absence of express notice to this corporation, given in writing to this corporations secretary, or other officer or agent of this corporation authorized to tabulate votes, of the designation of some other person by the other corporations board of directors or bylaws. |
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(b) | Legal Representatives and Fiduciaries. Shares held by a personal representative, administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors, in a fiduciary capacity, may be voted by the fiduciary, either in person or by proxy, without transferring the shares into his or her name, provided that there is filed with the secretary, before or at the time of the meeting, proper evidence of the fiduciarys incumbency and the number of shares held. Shares standing in a fiduciarys name may be voted by him or her, either in person or by proxy. A proxy appointment executed by a fiduciary shall be conclusive evidence of the fiduciarys authority to give the proxy appointment, in the absence of express notice to the corporation, given in writing to the secretary or other officer or agent of the corporation authorized to tabulate votes, that this manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship. | ||
(c) | Pledgees. A shareholder whose shares are pledged shall be entitled to vote the shares until they have been transferred into the pledgees name, and thereafter the pledgee shall be entitled to vote the shares so transferred. | ||
(d) | Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary capacity, may be voted and shall be counted in determining the total number of outstanding shares entitled to vote. | ||
(e) | Minors. Shares held by a minor may be voted by the minor in person or by proxy appointment, and no such vote shall be subject to disaffirmance or avoidance unless before the vote the secretary or other officer or agent of the corporation authorized to tabulate votes has received written notice or has actual knowledge that the shareholder is a minor. | ||
(f) | Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift may be voted by the incompetent or spendthrift in person or by proxy appointment, and no such vote shall be subject to disaffirmance or avoidance unless before the vote the secretary or other officer or agent of the corporation authorized to tabulate votes has actual knowledge that the shareholder has been adjudicated an incompetent or spendthrift or actual knowledge that judicial proceedings for appointment of a guardian have been filed. | ||
(g) | Joint Tenants. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by one or more of the joint tenants if either (1) no other joint tenant or his or her legal representative is present and claims the right to participate in the voting of the shares or before the vote files with the secretary or other officer or agent of the corporation authorized to tabulate votes a contrary written voting authorization or direction or written denial of authority of the joint tenant present or signing the proxy appointment proposed to be voted, or (2) all other joint tenants are deceased and the secretary or other officer or agent of the corporation authorized to tabulate votes has no actual knowledge that the survivor has been adjudicated not to be the successor to the interests of those deceased. |
2.13 Action Without a Meeting. Any action required or permitted by the articles of
incorporation, these bylaws, or any provision of ch. 180 to be taken at a shareholders meeting may
be taken without a meeting if one or more written consents, setting forth the action so taken,
shall be signed by all shareholders entitled to vote on the subject matter of the action. Action
may not, however, be taken under this section with respect to an election of directors for which
shareholders may vote cumulatively. Action taken pursuant to written consent shall be effective
when a consent or consents, signed by all of the shareholders, is or are delivered to the
corporation for inclusion in the corporate records, unless some other effective date is specified
in the consent. If the action to be taken requires that notice be given to nonvoting shareholders,
the corporation shall give the nonvoting shareholders written notice of the proposed action at
least 10 days before the action is taken, which notice shall comply with the provisions of ch. 180
and shall contain or be accompanied by the same material that would have been required to be sent
to
nonvoting shareholders in a notice of meeting at which the proposed action would have been
submitted to the shareholders.
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2.14 Nominations and Proposals by Shareholders.
(a) | Annual Meetings of Shareholders. |
(1) Nominations of persons for election to the board of directors and the proposal of business
to be considered by the shareholders may be made at an annual meeting of shareholders (A) pursuant
to the corporations notice of meeting, (B) by or at the direction of the board of directors or (C)
by any shareholder of the corporation who was a shareholder of record both at the time of giving of
notice provided for in this Section 2.14(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set forth in this
Section 2.14(a).
(2) For nominations for election to the board of directors or other business to be properly
brought before an annual meeting by a shareholder pursuant to Section 2.14(a)(1)(C), the
shareholder shall have given notice thereof in accordance with this Section 2.14(a) to the
secretary of the corporation, and such other business shall otherwise be a proper matter for action
by the shareholders. Such notice shall be in writing, shall set forth all information required by
Section 2.14(c)(1) and shall be delivered to the secretary at the principal executive
office of the corporation not earlier than the 120th day nor later than 5:00 P.M., Central Time, on
the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding
years annual meeting; provided, however, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of the date of the preceding
years annual meeting, notice by the shareholder to be timely shall be so delivered not earlier
than the 120th day prior to the date of such annual meeting and not later than 5:00 P.M., Central
Time, on the later of the 90th day prior to the date of such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is first made by the
corporation. In no event shall the public announcement of a postponement of the mailing of the
notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later
date or time commence a new time period for the giving of a shareholders notice as described
above.
(3) Notwithstanding anything in this Section 2.14(a) to the contrary, in the event the
number of directors to be elected to the board of directors at the annual meeting is increased, and
there is no public announcement of such action or specifying the size of the increased board of
directors at least 100 days prior to the first anniversary of the date of mailing of the notice for
the preceding years annual meeting, a shareholders notice required by this Section
2.14(a) shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if the notice is delivered to the secretary at the principal
executive office of the corporation not later than 5:00 P.M., Central Time, on the tenth day
immediately following the day on which such public announcement is first made by the corporation.
(b) Special Meetings of Shareholders. Nominations of persons for election to the board
of directors may be made at a special meeting of shareholders at which directors are to be elected
(1) pursuant to the corporations notice of meeting, (2) by or at the direction of the board of
directors or (3) provided that the board of directors has determined that directors shall be
elected at such special meeting, by any shareholder of the corporation who is a shareholder of
record both at the time of giving of notice provided for in this Section 2.14(b) and at the
time of the special meeting, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 2.14(b). Any such shareholder may nominate a
person or persons (as the case may be) for election to the board of directors at a special meeting
of shareholders at which directors are to be elected if the shareholders notice providing the
information required by Section 2.14(c)(1) shall be delivered to the secretary at the
principal executive office of the corporation not earlier than 5:00 P.M., Central Time, on the
120th day prior to such special meeting and not later than 5:00 P.M., Central Time, on the later of
the 90th day prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and the nominees proposed by the
board of directors to be elected at such meeting. In no event shall the public announcement of a
postponement or adjournment of a special meeting to a later date or time commence a new time period
for the giving of a shareholders notice as described above.
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(c) General.
(1) A shareholders notice pursuant to Section 2.14(a) or (b) or request for a
special shareholders meeting pursuant to Section 2.2 shall set forth (A) as to each person
whom the shareholder proposes to nominate for election or reelection as a director (i) the name,
age, business address and residence address of such person, (ii) the class, series and number of
any shares of stock of the corporation that are beneficially owned or owned of record by such
person, (iii) the date or dates such shares were acquired and the investment intent of such
acquisition, and (iv) all other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election contest (even if an
election contest is not involved), or is otherwise required, in each case pursuant to Regulation
14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the 1934
Act) and the rules thereunder (including such persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (B) as to any other business that
the shareholder proposes to bring before the meeting, a description of such business, the reasons
for conducting such business at the meeting and any material interest in such business of such
shareholder and any Shareholder Associated Person (as defined below), individually or in the
aggregate, including any anticipated benefit to the shareholder or the Shareholder Associated
Person therefrom; (C) as to the shareholder giving the notice or requesting a special shareholders
meeting and any Shareholder Associated Person, (i) the class, series and number of all shares of
stock of the corporation which are owned by such shareholder and by such Shareholder Associated
Person, if any, (ii) the nominee holder for, and number of, shares owned beneficially but not of
record by such shareholder and by any such Shareholder Associated Person, and (iii) whether and the
extent to which any hedging or other transaction or series of transactions has been entered into by
or on behalf of, or any other agreement, arrangement or understanding (including any short position
or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate
loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting
power of, such shareholder or any such Shareholder Associated Person with respect to any share of
stock of the corporation; (D) as to the shareholder giving the notice or requesting a special
shareholders meeting and any Shareholder Associated Person covered by clause (B) or (C) of this
Section 2.14(c)(1), the name and address of such shareholder, as they appear on the
corporations stock ledger, and current name and address, if different, and of such Shareholder
Associated Person; and (E) to the extent known by the shareholder giving the notice or requesting a
special shareholders meeting, the name and address of any other shareholder supporting the nominee
for election or reelection as a director or the proposal of other business on the date of such
shareholders notice or request for a special shareholders meeting.
(2) If information submitted pursuant to this Section 2.14 by any shareholder
proposing a nominee for election as a director or any proposal for other business at a meeting of
shareholders shall be inaccurate to any material extent, such information may be deemed not to have
been provided in accordance with this Section 2.14. Upon written request by the secretary,
the board of directors or any committee thereof, any shareholder proposing a nominee for election
as a director or any proposal for other business at a meeting of shareholders shall provide, within
seven business days of delivery of such request (or such other period as may be specified in such
request), written verification, satisfactory in the discretion of the board of directors, any
committee thereof or any authorized officer of the corporation, to demonstrate the accuracy of any
information submitted by the shareholder pursuant to this Section 2.14. If a shareholder
fails to provide such written verification within such period, the information as to which written
verification was requested may be deemed not to have been provided in accordance with this
Section 2.14.
(3) Only such persons who are nominated in accordance with the procedures set forth in this
Section 2.14 shall be eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in Section 2.2 and this Section 2.14. The chairperson
of the meeting shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may be, in accordance
with the procedures set forth in this Section 2.14 and, if any proposed nomination or
business is not in compliance with this Section 2.14, to declare that such defective
nomination or proposal be disregarded.
(4) For purposes of this Section 2.14, (A) a Shareholder Associated Person of any
shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert
with, such shareholder, (ii) any beneficial owner of shares of stock of the corporation owned of
record or beneficially by such shareholder or (iii) any person controlling, controlled by or under
common control with such Shareholder Associated Person; (B) the date of mailing of the
notice shall mean the date of the proxy statement for the solicitation of proxies for
election of directors; and (C) public announcement shall mean disclosure (i) in a press release
either transmitted to the principal securities exchange on which shares of the corporations common
stock are traded or reported by a recognized news service or (ii) in a document publicly filed by
the corporation with the Securities and Exchange Commission pursuant to the 1934 Act.
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(5) Notwithstanding the foregoing provisions of this Section 2.14, a shareholder shall
also comply with all applicable requirements of state law and of the 1934 Act and the rules and
regulations thereunder with respect to the matters set forth in this Section 2.14. Nothing
in this Section 2.14 shall be deemed to affect any right of a shareholder to request
inclusion of proposals in, nor the right of the corporation to omit a proposal from, the
corporations proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934
Act.
ARTICLE 3
BOARD OF DIRECTORS
BOARD OF DIRECTORS
3.1 General Powers. The corporations powers shall be exercised by or under the
authority of, and its business and affairs shall be managed under the direction of, its board of
directors, subject to any limitation set forth in the articles of incorporation.
3.2 Election. Except as provided in Section 2.14 of these bylaws, directors
shall be elected by the shareholders at each annual shareholders meeting. Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present.
3.3 Number, Tenure, and Qualifications. The number of directors of the corporation
shall be not more than eleven (11) and not less than nine (9), as determined from time to time by
resolution of the board of directors. Each director shall hold office until his or her successor
shall have been elected by the shareholders or until his or her prior death, resignation, or
removal. A director may be removed from office by a vote of the shareholders taken at any
shareholders meeting called for that purpose, provided that a quorum is present. A director may
resign at any time by delivering his or her written resignation that complies with the provisions
of ch. 180 to the board of directors, the chairperson of the board of directors, or the
corporation. Directors need not be residents of the State of Wisconsin or shareholders of the
corporation.
3.4 Regular Meetings. A regular meeting of the board of directors shall be held
without other notice immediately after the annual shareholders meeting. The place of the regular
board of directors meeting shall be the same as the place of the shareholders meeting that
precedes it, or such other suitable place as may be announced at the shareholders meeting. The
board of directors may provide, by resolution, the time and place, either within or outside the
State of Wisconsin, for the holding of additional regular meetings.
3.5 Special Meetings. Special meetings of the board of directors may be called by or
at the request of the chairperson of the board, if any, or by the president, secretary, or any two
directors. The person or persons authorized to call special board of directors meetings may fix
any place, either within or outside the State of Wisconsin, as the place for holding any special
board meeting called by them, and if no other place is fixed, the meeting place shall be the
corporations principal office in the State of Wisconsin, but any meeting may be adjourned to
reconvene at any place designated by vote of a majority of the directors in attendance at the
meeting.
3.6 Meetings by Electronic Means of Communication. To the extent provided in these
bylaws, the board of directors, or any committee of the board, may, in addition to conducting
meetings in which each director participates in person, and notwithstanding any place set forth in
the notice of the meeting or these bylaws, conduct any regular or special meeting by the use of any
electronic means of communication, provided (1) all participating directors may simultaneously hear
each other during the meeting, or (2) 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. Before the commencement of any business at a
meeting at which any directors do not participate in person, all participating directors shall be
informed that a meeting is taking place at which official business may be transacted.
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3.7 Notice of Meetings; Waiver of Notice. Notice of each board of directors meeting,
except meetings pursuant to Section 3.4 of these bylaws, shall be delivered to each
director at his or her business address or at such other address as the director shall have
designated in writing and filed with the secretary. Notice may be written or oral and except as
otherwise required by law, communicated in person, by telephone, telegraph, teletype, facsimile,
other form of wire or wireless communication, mail or private carrier, or in any other manner
provided by ch. 180. Notice shall be given not less than forty-eight (48) hours before the meeting
being noticed, or seventy-two (72) hours before the meeting being noticed if the notice is given by
mail or private carrier. Written notice shall be deemed given at the earlier of the time it is
received or at the time it is deposited with postage prepaid in the United States mail or delivered
to the private carrier. Oral notice is effective when communicated. A director may waive notice
required under this section or by law at any time, whether before or after the time of the meeting.
The waiver must be in writing, signed by the director, and retained in the corporate record book.
The directors attendance at or participation in a meeting shall constitute a waiver of notice 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. Neither the business to be transacted
at nor the purpose of any regular or special board of directors meeting need be specified in the
notice or waiver of notice of the meeting.
3.8 Quorum Requirement. Except as otherwise provided by ch. 180, the articles of
incorporation, or these bylaws, a majority of the number of directors as required in Section
3.3 of these bylaws shall constitute a quorum for the transaction of business at any board of
directors meeting. A majority of the number of directors appointed to serve on a committee as
authorized in Section 3.14 of these bylaws shall constitute a quorum for the transaction of
business at any committee meeting. These provisions shall not, however, apply to the determination
of a quorum for actions taken pursuant to Article 7 of these bylaws or actions taken under
emergency bylaws or any other provisions of these bylaws that fix different quorum requirements.
3.9 Voting Requirement. 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 or a committee
of the board of directors. This provision shall not, however, apply to any action taken by the
board of directors pursuant to Section 3.14, Article 7, or Article 11 of
these bylaws, or in the event the affirmative vote of a greater number of directors is required by
ch. 180, the articles of incorporation, or any other provision of these bylaws.
3.10 Conduct of Meetings. The chairperson of the board of directors, and in his or her
absence, the president, and in the absence of both of them, a vice-president in the order provided
under Section 4.10 of these bylaws, and in their absence, any director chosen by the
directors present, shall call board of directors meetings to order and shall act as chairperson of
the meeting. The corporations secretary shall act as secretary of all board of directors
meetings, but in the secretarys absence, the presiding officer may appoint any assistant
secretary, director, or other person present to act as secretary of the meeting. The chairperson of
the meeting shall determine if minutes of the meeting are to be prepared, and if minutes are to be
prepared, shall assign a person to do so.
3.11 Vacancies. Any vacancy occurring on the board of directors, including a vacancy
created by an increase in the number of directors, may be filled by the shareholders. During such
time as the shareholders fail or are unable to fill such vacancies, then and until the shareholders
act the vacancy may be filled (1) by the board of directors, or (2) if the directors remaining in
office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all
directors remaining in office.
3.12 Compensation and Expenses. The board of directors, irrespective of any personal
interest of any of its members, may (1) establish reasonable compensation of all directors for
services to the corporation as directors or may delegate this authority to an appropriate
committee, (2) provide for, or delegate authority to an appropriate committee to provide for,
reasonable pensions, disability or death benefits, and other benefits or payments to directors and
to their estates, families, dependents, or beneficiaries for prior services rendered to the
corporation by the directors, and (3) provide for reimbursement of reasonable expenses incurred in
the performance of the directors duties, including the expense of traveling to and from board
meetings.
3.13 Directors Assent. A director of the corporation who is present and is announced
as present at a meeting of the board of directors or of a committee of the board of which he or she
is a member, at which meeting action on any corporate matter is taken, shall be deemed to have
assented to the action taken unless (1) 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; (2) the director dissents or abstains from an action taken and
minutes of the meeting are prepared that show the directors dissent to or abstention from the
action taken; (3) the director delivers written notice that complies with the provisions of ch. 180
of his or her dissent or abstention to the presiding officer of the meeting before the meetings
adjournment or to the corporation immediately after the adjournment; or (4) the director dissents
or abstains from an action taken, minutes of the meeting are prepared that fail to show the
directors dissent or abstention, and the director delivers to the corporation a written notice of
that failure that complies with the provisions of ch. 180 promptly after receiving the minutes. The
right of dissent or abstention is not available to a director who votes in favor of the action
taken.
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3.14 Committees. The board of directors may create and appoint members to one or more
committees, by a resolution approved by the greater of the following: (1) a majority of the
directors in office when the action is taken, or (2) the number of directors required to take
action under Section 3.9 of these bylaws. Each committee shall consist of two or more
directors and shall, unless otherwise provided by the board of directors, serve at the pleasure of
the board of directors. To the extent provided in the resolution as initially adopted and as
thereafter supplemented or amended by further resolution adopted by a like vote, each committee
shall have and may exercise, when the board of directors is not in session, the powers of the board
of directors in the management of the corporations business and affairs, except that a committee
may not (1) authorize distributions; (2) approve or propose to shareholders action requiring
shareholder approval; (3) appoint the principal officers; (4) amend articles of incorporation, or
amend, adopt, or repeal bylaws; (5) approve a plan of merger not requiring shareholder approval;
(6) authorize or approve the reacquisition of shares except by a formula or method approved or
prescribed by the board of directors; (7) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preferences, and limitations of a
class or series of shares, except that the board of directors may authorize a committee or a senior
executive officer of the corporation to do so within limits prescribed by the board of directors;
or (8) fill vacancies on the board of directors or on committees created pursuant to this section,
unless the board of directors, by resolution, provides that committee vacancies may be filled by a
majority of the remaining committee members. 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 the committee, upon the request of the president or of the chairperson of
the meeting. Each committee shall fix its own rules governing the conduct of its activities and
shall make such report of its activities to the board of directors as the board may request.
3.15 Action Without a Meeting. Any action required or permitted by the articles of
incorporation, these bylaws, or any provision of ch. 180 to be taken by the board of directors at a
board meeting may be taken without a meeting if one or more written consents, setting forth the
action so taken, shall be signed by all of the directors entitled to vote on the subject matter of
the action and retained in the corporate records. Action taken pursuant to written consent shall be
effective when the last director signs the consent or upon such other effective date as is
specified in the consent.
ARTICLE 4
OFFICERS
OFFICERS
4.1 Number and Titles. The corporations principal officers shall be a president, one
or more vice-presidents periodically determined by the board of directors, a secretary, and a
treasurer, each of whom shall be appointed by the board. There may, in addition, be a chairperson
or co-chairperson of the board, whenever the board shall see fit to cause such office or offices to
be filled. If there is more than one vice-president, the board may establish designations for the
vice-presidencies to identify their functions or their order. The same natural person may
simultaneously hold more than one office.
4.2 Appointment, Tenure, and Compensation. The officers shall be appointed by the
board of directors, or to the extent authorized in these bylaws, by another duly appointed officer.
Each officer shall hold office until his or her successor shall have been duly appointed or until
the officers prior death, resignation, or removal. The board of directors or a duly authorized
committee of the board shall fix the compensation of each officer, if any.
4.3 Additional Officers, Agents, Etc. In addition to the officers referred to in
Section 4.1 of these bylaws, the corporation may have such other officers, assistants to
officers, acting officers, and agents as the board of directors
may deem necessary and may appoint. Each such person shall act under his or her appointment
for such period, have such authority, and perform such duties as may be provided in these bylaws,
or as the board may from time to time determine. The board of directors may delegate to any officer
the power to appoint any subordinate officers, assistants to officers, acting officers, or agents.
In the absence of any officer, or for any other reason the board of directors may deem sufficient,
the board may delegate, for such time as the board may determine, any or all of an officers powers
and duties to any other officer or to any director.
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4.4 Removal. The board of directors may remove any officer or agent, but the removal
shall be without prejudice to the contract rights, if any, of the person so removed. Appointment
shall not of itself create contract rights. An officer may remove, with or without cause, any
officer or assistant officer who was appointed by that officer.
4.5 Resignations. Any officer may resign at any time by giving written notice to the
corporation, the board of directors, the president, or the secretary. Any such resignation shall
take effect when the notice of resignation is delivered, unless the notice specifies a later
effective date and the corporation accepts the later effective date. Unless otherwise specified in
the notice of resignation, the acceptance of the resignation shall not be necessary to make it
effective.
4.6 Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification, or other reason shall be filled in the manner prescribed for regular appointments
to the office.
4.7 Powers, Authority and Duties. Officers of the corporation shall have the powers
and authority conferred and the duties prescribed by the board of directors or the officer who
appointed them in addition to and to the extent not inconsistent with those specified in other
sections of this Article 4.
4.8 The Chairperson of the Board. The chairperson of the board of directors, if and
while there is an incumbent of the office, shall preside at all shareholders and directors
meetings at which he or she is present. The chairperson of the board shall have and exercise
general supervision over the conduct of the corporations affairs and over its other officers,
subject, however, to the boards control. The chairperson of the board of directors shall from time
to time report to the board all matters within his or her knowledge that the corporations
interests may require to be brought to the boards notice.
4.9 The President. If and while there is no incumbent in the office of the chairperson
of the board of directors, and during the chairs absence or disability, the president shall have
the duties and authority specified in Section 4.8 of these bylaws. The president shall be
the corporations chief executive officer and, subject to the board of directors control, shall:
(a) | Superintend and manage the corporations business; | ||
(b) | Coordinate and supervise the work of its other officers (except the chairperson of the board); | ||
(c) | Employ, direct, fix the compensation of, discipline, and discharge its employees; | ||
(d) | Employ agents, professional advisors, and consultants; | ||
(e) | Perform all functions of a general manager of the corporations business; | ||
(f) | Have authority to sign, execute, and deliver in the corporations name all instruments either when specifically authorized by the board of directors or when required or deemed necessary or advisable by the president in the ordinary conduct of the corporations normal business, except in cases where the signing and execution of the instruments shall be expressly delegated by these bylaws or by the board to some other officer(s) or agent(s) of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent; and | ||
(g) | In general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned to him or her by the board of directors. |
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4.10 The Vice-Presidents. In the presidents absence, or in the event of his or her
death or inability or refusal to act, or if for any reason it shall be impractical for the
president to act personally, the vice-president (or if there is more than one vice-president, the
vice-presidents in the order designated by the board of directors, or in the absence of any
designation, in the order of their appointment) 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.
Each vice-president 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 by 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 his or her authority to act in the presidents place.
4.11 The Secretary. The secretary shall:
(a) | Keep any minutes of the shareholders and of the board of directors and its committees in one or more books provided for that purpose; | ||
(b) | See that all notices are duly given in accordance with these bylaws or as required by law; | ||
(c) | Be custodian of the corporations corporate records and see that the books, reports, statements, certificates, and all other documents and records required by law are properly kept and filed; | ||
(d) | Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer, and registration of certificates for shares in the corporation and of the records thereof, such records to be kept in such manner as to show at any time the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the shareholders of record, the numbers and classes of shares held by each, and the time when each became a shareholder; | ||
(e) | Exhibit at reasonable times upon the request of any director the records of the issue, transfer, and registration of the corporations share certificates, at the place where those records are kept, and have these records available at each shareholders meeting; and | ||
(f) | In general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him or her by the board of directors or the president. |
4.12 The Assistant Secretaries. The assistant secretaries shall perform such duties as
from time to time may be assigned to them individually or collectively by the board of directors,
the president, or the secretary. In the event of the secretarys absence or disability, one or more
of the assistant secretaries may perform such duties of the secretary as the secretary, the
president, or the board of directors may designate.
4.13 The Treasurer. The treasurer shall:
(a) | Have charge and custody of, and be responsible for, all of the corporations funds and securities; receive and give receipts for monies due and payable to the corporation from any source whatsoever; deposit all such monies in the corporations name in such banks, financial institutions, trust companies, or other depositories as shall be selected in accordance with the provisions of Section 5.4 of these bylaws; cause such funds to be disbursed by checks or drafts on the corporations authorized depositories, signed as the board of directors may require; and be responsible for the accuracy of the amounts of, and cause to be preserved proper vouchers for, all monies disbursed; | ||
(b) | Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all of the corporations financial transactions from the officers, employees, or agents transacting the same; | ||
(c) | Keep or cause to be kept, at the corporations principal office or such other office or offices as the board of directors shall from time to time designate, correct records of the corporations funds, business, and transactions, and exhibit those records to any director of the corporation upon request at that office; | ||
(d) | Deliver to the board of directors, the chairperson of the board, or the president whenever requested an account of the corporations financial condition and of all his or her transactions as treasurer, and as soon as possible after the close of each fiscal year, make or cause to be made and submit to the board a like report for that fiscal year; |
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(e) | At each annual shareholders meeting or the meeting held in lieu thereof, furnish copies of the corporations most current financial statement to the shareholders and answer questions that may be raised regarding the statement; and | ||
(f) | In general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the board of directors or the president. |
If required by the board of directors, the treasurer shall furnish a bond for the faithful
discharge of his or her duties in such sum and with such surety or sureties as the board shall
determine.
4.14 The Assistant Treasurers. The assistant treasurers shall perform such duties as
from time to time may be assigned to them, individually or collectively, by the board of directors,
the president, or the treasurer. In the event of the treasurers absence or disability, one or more
of the assistant treasurers may perform such duties of the treasurer as the treasurer, the
president, or the board of directors may designate.
ARTICLE 5
CONTRACTS, LOANS, CHECKS AND DEPOSITS
CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 Contracts. The board of directors may authorize any officer or officers, or agent
or agents, to enter into any contract or execute or deliver any instrument in the corporations
name and on its behalf. The authorization may be general or confined to specific instruments. When
an instrument is so executed, no other party to the instrument or any third party shall be required
to make any inquiry into the authority of the signing officer or officers, or agent or agents.
5.2 Loans. No indebtedness for borrowed money shall be contracted on the corporations
behalf and no evidences of such indebtedness shall be issued in its name unless authorized by or
under the authority of a resolution of the board of directors. The authorization may be general or
confined to specific instances.
5.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money,
or notes or other evidences of indebtedness issued in the corporations name, shall be signed by
such officer or officers, or agent or agents of the corporation and in such manner as shall from
time to time be determined by or under the authority of a resolution of the board of directors.
5.4 Deposits. All funds of the corporation not otherwise employed shall be deposited
from time to time to the corporations credit in such banks, trust companies, or other depositories
as may be selected by or under the authority of a resolution of the board of directors.
ARTICLE 6
VOTING OF SECURITIES OWNED BY THE CORPORATION
VOTING OF SECURITIES OWNED BY THE CORPORATION
6.1 Authority to Vote. Any shares or other securities issued by any other corporation
and owned or controlled by the corporation may be voted at any meeting of the issuing corporations
security holders by the president of this corporation if he or she be present, or in his or her
absence by any vice-president of the corporation who may be present.
6.2 Proxy Authorization. Whenever, in the judgment of the president, or in his or her
absence, of any vice-president, it is desirable for the corporation to execute a proxy appointment
or written consent with respect to any shares or other securities issued by any other corporation
and owned by the corporation, the proxy appointment or consent shall be executed in the
corporations name by the president or one of the vice-presidents of the corporation,
without necessity of any authorization by the board of directors, countersignature, or
attestation by another officer. Any person or persons designated in this manner as the
corporations proxy or proxies shall have full right, power, and authority to vote the shares or
other securities issued by the other corporation and owned by the corporation in the same manner as
the shares or other securities might be voted by the corporation.
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ARTICLE 7
CONTRACTS BETWEEN THE CORPORATION AND RELATED PERSONS
CONTRACTS BETWEEN THE CORPORATION AND RELATED PERSONS
Any contract or other transaction between the corporation and one or more of its directors, or
between the corporation and any entity of which one or more of its directors are members or
employees or in which one or more of its directors are interested, or between the corporation and
any corporation or association of which one or more of its directors are shareholders, members,
directors, officers, or employees or in which one or more of its directors are interested, shall
not be voidable by the corporation solely because of the directors interest, whether direct or
indirect, in the transaction if:
1. The material facts of the transaction and the directors interest were disclosed or known
to the board of directors or a committee of the board of directors, and a majority of disinterested
members of the board of directors or committee authorized, approved, or specifically ratified the
transaction; or
2. The material facts of the transaction and the directors interest were disclosed or known
to the shareholders entitled to vote, and a majority of the shares held by disinterested
shareholders authorized, approved, or specifically ratified the transaction; or
3. The transaction was fair to the corporation.
For purposes of this Article 7, a majority of directors having no direct or indirect
interest in the transaction shall constitute a quorum of the board or a committee of the board
acting on the matter, and a majority of the shares entitled to vote on the matter, whether or not
present, and other than those owned by or under the control of a director having a direct or
indirect interest in the transaction, shall constitute a quorum of the shareholders for the purpose
of acting on the matter.
ARTICLE 8
CERTIFICATES FOR SHARES AND THEIR TRANSFER
CERTIFICATES FOR SHARES AND THEIR TRANSFER
8.1 Certificates for Shares. Certificates representing shares in the corporation
shall, at a minimum, state on their face all of the following: (1) the name of the issuing
corporation and that it is organized under the laws of the State of Wisconsin; (2) the name of the
person to whom issued; and (3) the number and class of shares and the designation of the series, if
any, that the certificate represents. The share certificates shall be signed by the president or
any vice-president and by the secretary or any assistant secretary or any other officer or officers
designated by the board of directors. If the corporation is authorized to issue different classes
of shares or different series within a class, the certificate may contain a summary of the
designations, relative rights, preferences, and limitations applicable to each class, and the
variations in rights, preferences, and limitations determined for each series and the authority of
the board of directors to determine variations for future series. If the certificate does not
include the above summary on the front or back of the certificate, it must contain a conspicuous
statement that the corporation will furnish the shareholder with the above-described summary
information in writing, upon request and without charge. A record shall be kept of the name of the
owner or owners of the shares represented by each certificate, the number of shares represented by
each certificate, the date of each certificate, and in case of cancellation, the date of
cancellation. Every certificate surrendered to the corporation for exchange or transfer shall be
cancelled, and no new certificate or certificates shall be issued in exchange for any existing
certificates until the existing certificates shall have been so cancelled, except in cases provided
for in Section 8.7 of these bylaws.
8.2 Facsimile Signatures. The share certificates may be signed manually or by
facsimile.
8.3 Signature by Former Officer. If an officer who has signed or whose facsimile
signature has been placed upon any share certificate shall have ceased to be an officer before the
certificate is issued, the corporation may issue the certificate with the same effect as if he or
she were an officer at the date of its issue.
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8.4 Consideration for Shares. The corporations shares may be issued for such
consideration as shall be fixed from time to time by the board of directors. The consideration to
be paid for shares may be paid in cash, promissory notes, tangible or intangible property, or
services performed or contracts for services to be performed for the corporation. When the
corporation receives payment of the consideration for which shares are to be issued, the shares
shall be deemed fully paid and nonassessable by the corporation. Before the corporation issues
shares, the board of directors shall determine that the consideration received or to be received
for the shares is adequate. The board of directors determination is conclusive as to the adequacy
of consideration for the issuance of shares relative to whether the shares are validly issued,
fully paid, and nonassessable. The corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note or may otherwise restrict the transfer of its
shares and may credit distributions in respect of its shares against their purchase price, until
the services are performed, the benefits are received or the note is paid.
8.5 Transfer of Shares. Transfers of shares in the corporation shall be made on the
corporations books only by the registered shareholder, by his or her legal guardian, executor, or
administrator, or by his or her attorney authorized by a power of attorney duly executed and filed
with the corporations secretary or with a transfer agent appointed by the board of directors, and
on surrender of the certificate or certificates for the shares. Where a share certificate is
presented to the corporation with a request to register for transfer, the corporation shall not be
liable to the owner or any other person suffering a loss as a result of the registration of
transfer if (1) there were on or with the certificate the necessary endorsements, and (2) the
corporation had no duty to inquire into adverse claims or has discharged the duty. The corporation
may require reasonable assurance that the endorsements are genuine and effective in compliance with
such other regulations as may be prescribed by or under the board of directors authority. The
person in whose name shares stand on the corporations books shall, to the full extent permitted by
law, be deemed the owner of the shares for all purposes.
8.6 Restrictions on Transfer. Restrictions on transfer of the corporations shares
shall be noted conspicuously on the front or back of the share certificate. A transfer restriction
is valid and enforceable against the holder or a transferee of the holder only if the transfer
restriction is authorized by law, and the existence of the restriction is noted on the certificate.
Unless so noted, a transfer restriction is not enforceable against a person who does not know of
the transfer restriction.
8.7 Lost, Destroyed, or Stolen Certificates. If an owner claims that his or her share
certificate has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in
place of the original certificate if the owner (1) so requests before the corporation has notice
that the shares have been acquired by a bona fide purchaser; (2) files with the corporation a
sufficient indemnity bond if required by the board of directors; and (3) satisfies such other
reasonable requirements as may be prescribed by or under the authority of the board of directors.
ARTICLE 9
INSPECTION OF RECORDS BY SHAREHOLDERS
INSPECTION OF RECORDS BY SHAREHOLDERS
9.1 Inspection of Bylaws. Any shareholder is entitled to inspect and copy the
corporations bylaws during regular business hours at the corporations principal office. The
shareholder must give written notice in accordance with the provisions of ch. 180 at least five
business days before the date of inspection.
9.2 Inspection of Other Records. Any shareholder who holds at least five percent of
the corporations outstanding shares or who has been a shareholder for at least six months shall
have the right to inspect and copy during regular business hours at a reasonable location specified
by the corporation any or all of the following records: (1) excerpts from any minutes or records
the corporation is required to keep as permanent records; (2) the corporations accounting records;
or (3) the record of shareholders or, at the corporations discretion, a list of the corporations
shareholders compiled no earlier than the date of the shareholders demand. The shareholders
demand for inspection must be made in good faith and for a proper purpose and by delivery of
written notice, given in accordance with the provisions of ch. 180 at least five business days
before the date of inspection, stating the purpose of the inspection and the records directly
related to that purpose desired to be inspected.
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ARTICLE 10
DISTRIBUTIONS AND SHARE ACQUISITIONS
DISTRIBUTIONS AND SHARE ACQUISITIONS
The board of directors may make distributions to its shareholders or purchase or acquire any
of its shares provided (1) after the distribution, purchase, or acquisition the corporation will be
able to pay its obligations as they become due in the usual course of its business, and (2) the
distribution, purchase, or acquisition will not cause the corporations assets to be less than its
total liabilities plus the amount necessary to satisfy, upon distribution, the preferential rights
of shareholders whose rights are superior to those receiving the distribution.
ARTICLE 11
INDEMNIFICATION
INDEMNIFICATION
The corporation shall, to the fullest extent authorized by ch. 180, indemnify any director or
officer of the corporation against reasonable expenses and against liability incurred by a director
or officer in a proceeding in which he or she was a party because he or she was a director or
officer of the corporation. These indemnification rights shall not be deemed to exclude any other
rights to which the director or officer may otherwise be entitled. The corporation shall, to the
fullest extent authorized by ch. 180, indemnify any employee who is not a director or officer of
the corporation, to the extent the employee 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. The corporation may, to the fullest
extent authorized by ch. 180, indemnify, reimburse, or advance expenses of directors or officers.
ARTICLE 12
AMENDMENTS
AMENDMENTS
12.1 By Shareholders. The shareholders may amend or repeal these bylaws or adopt new
bylaws at any annual or special shareholders meeting.
12.2 By Directors. The board of directors may amend or repeal these bylaws or adopt
new bylaws; but no bylaw adopted or amended by the shareholders shall be amended or repealed by the
board if the bylaw so adopted so provides.
ARTICLE 13
SEAL
SEAL
The corporation shall not have a corporate seal, and all formal corporate documents shall
carry the designation No Seal along with the signature of the corporations officer or officers.
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