Corporate Bylaws - Wisconsin

BYLAWS OF [____________________], a Wisconsin corporation

A for-profit corporation organized under the Wisconsin Business Corporation Law, Wis. Stat. ch. 180 (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Allowance of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Wisconsin, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered office and registered agent in Wisconsin as required by Wis. Stat. § 180.0501. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Wisconsin Department of Financial Institutions pursuant to Wis. Stat. § 180.0502.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Wis. Stat. § 180.0701, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Wis. Stat. § 180.0702, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon the written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other proportion as the Articles may provide, not exceeding the statutory maximum). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Wisconsin, designated by the Board. If no place is designated, meetings shall be held at the corporation's principal office. Unless the Articles or these Bylaws provide otherwise, the Board may permit shareholders to participate in a meeting by any means of communication by which all persons participating may simultaneously hear each other during the meeting, as authorized by Wis. Stat. § 180.0709; a shareholder so participating is deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to Wis. Stat. § 180.0705, the corporation shall give notice to shareholders of the date, time, and place of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. The corporation is required to give notice only to shareholders entitled to vote unless the Act or the Articles require otherwise.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation, as provided in Wis. Stat. § 180.0706. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business, or to consideration of a particular matter not within the purpose stated in the notice.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with Wis. Stat. § 180.0707. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of shareholders entitled to notice of the meeting, available for inspection as provided in Wis. Stat. § 180.0720.

Section 2.8 Quorum. Pursuant to Wis. Stat. § 180.0725, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (Wis. Stat. § 180.0721). If a quorum exists, action on a matter (other than the election of directors) is approved by a voting group if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number, as provided in Wis. Stat. §§ 180.0725 and 180.0726. The election of directors is governed by Wis. Stat. § 180.0728 (plurality voting unless cumulative voting is provided).

Section 2.10 Proxies. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission, in accordance with Wis. Stat. § 180.0722. An appointment is valid for eleven (11) months unless a different period is provided and is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest.

Section 2.11 Greater or Lower Quorum or Voting Requirements. The Articles may provide for a greater or, to the extent permitted by the Act, lower quorum or a greater voting requirement for shareholders than is otherwise provided by the Act, subject to Wis. Stat. § 180.0727.

Section 2.12 Action by Written Consent. Pursuant to Wis. Stat. § 180.0704, any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting (a) without action by the Board, by all shareholders entitled to vote on the action; or (b) if the Articles so provide, by shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted (except action may not be taken under this clause (b) with respect to an election of directors for which shareholders may vote cumulatively). The action must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take the action, and delivered to the corporation for inclusion in the corporate records. Where action is taken under clause (b), notice shall be given to nonconsenting shareholders as required by Wis. Stat. § 180.0704.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless the Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given if a new record date is or must be fixed under Wis. Stat. § 180.0707.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Wis. Stat. § 180.0801, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to Wis. Stat. § 180.0803, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Wisconsin or shareholders of the corporation unless the Articles or these Bylaws so require (Wis. Stat. § 180.0802).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Wis. Stat. § 180.0806. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death (Wis. Stat. § 180.0805).

Section 3.4 Resignation. A director may resign at any time by delivering written notice to the Board, its chair, or the corporation, in accordance with Wis. Stat. § 180.0807. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, in accordance with Wis. Stat. § 180.0808. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to Wis. Stat. § 180.0810, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Wisconsin, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Pursuant to Wis. Stat. § 180.0820, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Wisconsin.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but need not describe the purpose, in accordance with Wis. Stat. § 180.0822. Notice may be waived as provided in Wis. Stat. § 180.0823; a director's attendance at or participation in a meeting waives any required notice unless, at the beginning of the meeting or promptly upon arrival, the director objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to Wis. Stat. § 180.0824, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the number of directors fixed (or, for a variable-range board, in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of the number of directors so fixed. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to Wis. Stat. § 180.0820, unless the Articles or these Bylaws provide otherwise, the Board may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to Wis. Stat. § 180.0821, unless the Articles or these Bylaws provide otherwise, any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. 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 is effective when the last director signs the consent unless the consent specifies a different effective date, and has the same effect as action taken at a meeting.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with Wis. Stat. § 180.0811.

Section 3.14 Standards of Conduct. Each director shall discharge the director's duties as a director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would exercise under similar circumstances, in accordance with Wis. Stat. § 180.0828 and the related standards of the Act.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Wis. Stat. § 180.0825, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees, appoint members of the Board to serve on them, and designate other members of the Board to serve as alternates. Each committee shall have at least one (1) member, who serves at the pleasure of the Board. The creation of a committee, appointment of members, and designation of alternates must be approved by the number of directors required by the Articles or these Bylaws to take action under Wis. Stat. § 180.0824.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board, except that a committee may not: (a) approve or recommend to shareholders for approval any action or matter expressly required by the Act to be submitted to shareholders for approval; or (b) adopt, amend, or repeal any bylaw of the corporation, all as provided in Wis. Stat. § 180.0825(5).

Section 4.3 Committee Procedures. Sections 180.0820 to 180.0823 of the Act, governing meetings, action without meetings, and notice and waiver of notice of the Board, apply to committees and their members. The creation of a committee, delegation of authority to a committee, or action by a committee does not relieve the Board or any director of any responsibility imposed by law.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Wis. Stat. § 180.0840, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. A duly appointed officer may appoint one or more officers or assistant officers if authorized by these Bylaws or the Board. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to Wis. Stat. § 180.0843, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. Appointment of an officer does not itself create contract rights (Wis. Stat. § 180.0844).

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The duties of the Secretary include responsibility for preparing minutes and authenticating records under Wis. Stat. § 180.0841.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with Wis. Stat. § 180.0841.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by Wis. Stat. § 180.0621. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Wisconsin, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with Wis. Stat. § 180.0625. Each certificate shall be signed (either manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate, in accordance with Wis. Stat. § 180.0626.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by Wis. Stat. § 180.0627. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ALLOWANCE OF EXPENSES

Section 7.1 Mandatory Indemnification of Directors and Officers. Pursuant to Wis. Stat. § 180.0851, the corporation shall indemnify a director or officer, to the extent the director or officer 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 or was a director or officer of the corporation. In all other cases, the corporation shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which he or she was a party because he or she is or was a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty owed to the corporation which constitutes any of the following: (a) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct.

Section 7.2 Corporation May Limit Indemnification. Pursuant to Wis. Stat. § 180.0852, the corporation may limit the indemnification otherwise required by Wis. Stat. § 180.0851 only by a provision in the Articles adopted before the occurrence of the event or conduct giving rise to the proceeding. The Articles of this corporation [do / do not] limit such indemnification; in the absence of such a provision, the mandatory indemnification under § 180.0851 applies in full.

Section 7.3 Allowance of Expenses as Incurred (Advancement). Pursuant to Wis. Stat. § 180.0853, upon written request by a director or officer who is a party to a proceeding, the corporation may pay or reimburse the director's or officer's reasonable expenses as incurred in advance of final disposition of the proceeding if the director or officer provides the corporation with: (a) a written affirmation of his or her good-faith belief that he or she has not breached or failed to perform his or her duties to the corporation; and (b) a written undertaking, executed personally or on his or her behalf, to repay the allowance (and, if required by the corporation, to pay reasonable interest) to the extent that it is ultimately determined that indemnification under Wis. Stat. § 180.0851 is not required and that indemnification is not ordered by a court under § 180.0854. The undertaking need not be secured and may be accepted without reference to the director's or officer's ability to repay.

Section 7.4 Court-Ordered Indemnification. A director or officer who is a party to a proceeding may apply for indemnification or an allowance of expenses to the court conducting the proceeding or to another court of competent jurisdiction, in accordance with Wis. Stat. § 180.0854.

Section 7.5 Determination of Right to Indemnification. Unless otherwise provided in the Articles or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under Wis. Stat. § 180.0851 (other than for success on the merits) shall select one of the means specified in Wis. Stat. § 180.0855 for determining his or her right to indemnification, including by a majority vote of a quorum of disinterested directors, by independent legal counsel, by a panel of arbitrators, by the affirmative vote of disinterested shareholders, by a court, or by any other method permitted by that section.

Section 7.6 Indemnification of Employees and Agents. Pursuant to Wis. Stat. § 180.0856, 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, these Bylaws, a general or specific action of the Board, or a contract.

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the person in any such capacity or arising from his or her status as such, whether or not the corporation would have the power to indemnify the person against the same liability under the Act, in accordance with Wis. Stat. § 180.0857.

Section 7.8 Additional Rights; Non-Exclusivity. Pursuant to Wis. Stat. § 180.0858, Wis. Stat. §§ 180.0851 and 180.0853 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under the Articles, these Bylaws, a written agreement between the director or officer and the corporation, or a resolution of the Board or of the shareholders. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators, consistent with the Act.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of Wis. Stat. § 180.0640.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Wis. Stat. § 180.0640.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with Wis. Stat. § 180.0707. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Wis. Stat. § 180.1601, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in Wis. Stat. § 180.1601 (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, Wis. Stat. § 180.1602, including the requirement of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its most recent annual financial statements as required by Wis. Stat. § 180.1620.

Section 9.5 Annual Report. The corporation shall deliver to the Wisconsin Department of Financial Institutions the annual report required by Wis. Stat. § 180.1622, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with Wis. Stat. § 180.1601.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Wis. Stat. § 180.1020, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to Wis. Stat. § 180.1020, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Fixing Quorum or Voting Requirement. A bylaw that fixes or changes a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in Wis. Stat. § 180.1021 (shareholder quorum/voting bylaws) and § 180.1022 (director quorum/voting bylaws), as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to Wis. Stat. § 180.0207 (emergency bylaws) and the emergency powers under Wis. Stat. § 180.0303, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency resulting from a catastrophic event or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, the relocation of the principal office, and the designation of alternative offices or alternative directors, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be the basis for imposing liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Wisconsin corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Wis. Stat. §§ 180.0205 and 180.0206 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Wisconsin Business Corporation Law, Wis. Stat. ch. 180
• Wis. Stat. §§ 180.0205 to 180.0207 (organization of corporation; bylaws; emergency bylaws)
• Wis. Stat. § 180.0303 (emergency powers)
• Wis. Stat. §§ 180.0501 to 180.0502 (registered office and agent; change)
• Wis. Stat. §§ 180.0621 to 180.0627 (issuance of shares; certificates; uncertificated shares; transfer restrictions); § 180.0640 (distributions)
• Wis. Stat. §§ 180.0701 to 180.0709 (annual and special meetings; action without meeting; notice; waiver; record date; remote participation)
• Wis. Stat. §§ 180.0720 to 180.0728 (shareholders' list; voting entitlement; proxies; quorum and voting requirements; greater/lower requirements; voting for directors)
• Wis. Stat. §§ 180.0801 to 180.0811 (board: duties; qualifications; number; election; staggered terms; resignation; removal; vacancies; compensation)
• Wis. Stat. §§ 180.0820 to 180.0825 (board meetings; action without meeting; notice; waiver; quorum and voting; committees); § 180.0828 (limited liability of directors)
• Wis. Stat. §§ 180.0840 to 180.0844 (officers; duties; resignation and removal; contract rights)
• Wis. Stat. §§ 180.0850 to 180.0859 (indemnification and insurance): § 180.0850 (definitions); § 180.0851 (mandatory indemnification); § 180.0852 (corporation may limit indemnification); § 180.0853 (allowance of expenses as incurred); § 180.0854 (court-ordered indemnification); § 180.0855 (determination of right to indemnification); § 180.0856 (indemnification and allowance of expenses of employees and agents); § 180.0857 (insurance); § 180.0858 (additional rights to indemnification and allowance of expenses); § 180.0859 (indemnification and insurance against securities law claims)
• Wis. Stat. §§ 180.1020 to 180.1022 (amendment of bylaws by board and shareholders; bylaw fixing quorum or voting requirements)
• Wis. Stat. §§ 180.1601 to 180.1622 (corporate records; inspection rights; financial statements; annual report)