Below are the Bylaws Of The Green Bay Packers. They explain the rights and restrictions of Stockholders of Green Bay Packers, Inc. They are presented here because many shareholders do not realize their rights as an owner of an NFL franchise. For the most part it is cut and dry but shareholders do have the right to nominate and vote to install members onto the Board of Directors. Shareholders, as a group, does have a say in how an NFL franchise operates. Owning Packer stock therefore comes not in the form of monetary investment but in the opportunity for participating in the process.
Bylaws of the Green Bay Packers, Inc.
As Amended October 16, 1997
ARTICLE I
OFFICE
The principal office of the corporation shall be in the City of Green Bay, County of Brown, State of Wisconsin. The corporation may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.
The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders shall at a time to be designated by the President; provided, however, that said annual meeting shall not be held prior to the first Monday in March or not later than the last Monday in July of any year and if not called by the President prior to that time, said annual meeting shall be held on the first Monday in August. On the day immediately following the last Monday in July, in case such annual meeting not be held, the Secretary then shall notify the stockholders in accordance with Article 11, Section 4. Said annual meeting, however called, shall be for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. The annual meeting may be adjourned by the presiding officer from time to time without notice other than announcement at the meeting.
Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors, and shall be called by the President at the request of the holders of not less than one-third of all the outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meetings. The President may designate the place of meeting for an annual meeting, or for a special meeting called by the President. The Board of Directors may designate the place for an annual or special meeting called by them.
Section 4. Notice of Meeting. Notice of the meeting stating the place, day and hour of the meeting is called, shall be delivered not less than ten (10) days (unless a longer period is required by law) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, other persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his or her address as it appears on the stock record books of the corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a period not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice or to vote at a meeting of stockholders, the close of business on the date on which notice of the meeting is mailed, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated closing period of closing has expired.
Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least five days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shared held by each, which list, for a period of five days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
Section 7. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at any meeting of stockholders only if a quorum of those shares exists with respect to that matter. If the corporation has only one class of stock outstanding, then such class shall constitute a separate voting group for purposes of this section. Except as otherwise provided in the articles of incorporation, these bylaws or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on a matter shall constitute a quorum of the voting group for action on that matter. If a quorum exists, except in the case of the election of directors, then action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, these bylaws or the Wisconsin Business Corporation Law requires a greater affirmative number of votes. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at any meeting of stockholders at which a quorum is present.
Section 8. Proxies. At all meetings of the stockholders, a stockholder entitled to vote may vote by proxy appointed in writing by the stockholder or by his or her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of meeting. No proxy shall be valid after ninety (90) days from the date of its execution, unless otherwise provided in the proxy.
Section 9. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares or any class or classes are enlarged, limited or denied by the articles of incorporation or by the Wisconsin Business Corporation Law.
Section 10. Voting Shares By Certain Holders. Shares standing in the name of another corporation may be voted by the president of such corporation, or may any other officer or proxy appointed by such president, in the absence of express notice to this corporation, giving in writing, to the Secretary, of the designation of some other person by the Board of Directors or by Bylaws of such other corporation.
Shares held by an administrator, personal representative, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name, provided that there is filed with the Secretary before or at the time of meeting proper evidence of his or her incumbency and the number of shares held. Shares standing in the name of a fiduciary may be voted by him or her, either in person or by proxy. Shares standing in the name of a partnership may be voted by any one of the partners.
Section 11. Waiver of Notice by Stockholders. Whenever any notice whatever is required to be given to any stockholder of the corporation under the Articles of Incorporation of Bylaws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the stockholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of Chapter 180, Wisconsin Statutes, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.
Section 12. Conduct of Meetings. The President, or in his or her absence such officer as may be designated by the Board of Directors, shall preside at all meetings of stockholders. The Secretary of the corporation shall be the secretary at stockholders' meetings, but in his or her absence the presiding officer at such meeting may appoint a secretary for the meeting. The Board of Directors may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding officer at any meeting of stockholders shall have the right and authority to prescribe such rules, regulations or procedures and to do all acts as, in the judgment of the presiding officer, are appropriate for the proper conduct of the meeting. Such rules, regulations pr procedures, whether adopted by the Board of Directors or prescribed by the presiding officer at the meeting, may to the extent not prohibited by law include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duty authorized and constituted proxies (which shall be reasonable in number) or such other persons as the presiding officer at the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments by participants.
Section 13. Informal Action by Stockholders. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of not less than forty-five (45) members to be selected by the stockholders, not less than five (5) to have residence outside the County of Brown, nor more than fifteen (15).
The Directors shall be classified with regard to the time for which they shall severally hold office by dividing them into three (3) classes, each consisting of one-third of the whole number of the Board of Directors, and all Directors of the corporation shall hold office until their successors are elected and qualified.
In addition, there shall be a class of Directors emeritus (non-voting) to consist of those directors who no longer qualify as active Directors. Selection of this class shall be made in the discretion of the Board of Directors.
At the meeting held for the election of the first board, the Directors of the first class shall be elected for one (1) year; the Directors of the second class for a term of two (2) years; and the Directors of the third class for a term of three (3) years; and at each annual election the successors to the classes of Directors whose terms shall expire that year shall be elected to hold office for the term of three (3) years, so that each term of office of one class of Directors shall expire each year.
No member shall hold office as Director beyond the annual meeting following his of her 70th birthday; provided, however, that this paragraph shall not be applicable to any Director elected and serving as a Director on April 19, 1976.
A Director who shall miss four (4) consecutive regular meetings shall be deemed to have resigned, and his or her place will be filled in accordance with the Bylaws.
Section 5. Chairman of the Board. The Board of Directors shall elect a Chairman of the Board, chosen from among the Directors, who may but need not be the President. The Chairman of the Board shall, when present, preside at annual meetings and special meetings and at all meetings of the Board of Directors. He or she shall also perform such other duties as may be presented by the Board of Directors from time to time.
Section 4. Regular Meetings. The regular annual meeting of the Board of Directors shall be held at a time designated by the President. Notice of said meeting and the place of said meeting shall be given by the Secretary. Directors shall be notified not less than five (5) days prior to such meeting.
There shall be four (4) regular meetings of the Board of Directors (the term "four (4) regular meetings" shall include the annual Director's meeting) in each calendar year, to be held at such time as shall be selected by the Board of Directors. Notice of such regular meetings (with the exception of the annual meeting) as to time and place shall be given by the Secretary of the corporation to each Director not less than thirty (30) days prior to such meeting. All notices under this section shall be by delivery of a letter, in person or by post, to the last known address of the Director, or by telephone or facsimile.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any fifteen (15) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.
Section 6. Notice. Notice of any special meeting shall be given at least forty-eight (48) hours previously thereto by written notice delivered personally or mailed to each director at his or her address or a facsimile sent to his or her business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is sent by the corporation. Whenever any notice whatever is required to be given to any Director of the corporation under the Articles of Incorporation or Bylaws, or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified or waiver of notice of such meeting.
Section 7. Quorum. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, a majority of the number of Directors fixed pursuant to Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the Directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the Articles of Incorporation or the Bylaws.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may, but need not, be filled before the next succeeding annual election by the affirmative vote of a majority of the Directors then in office, though less than a quorum of the Board of Directors.
If a vacancy in the Board of Directors is to be filled before the next succeeding annual election, the nominations of the President and/or Chairman of the Board shall be voted on at the next regular or special meeting of the Board of Directors; provided, however, that a vacancy in the Executive Committee of a non-officer shall be filled by the Board of Directors within sixty (60) days of the vacancy, the vacancy to be filled after a nomination for such position is made by the President and/or Chairman of the Board.
Section 10. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 11. Committees. The Board of Directors, by resolution adopted by the affirmative vote of a majority of all the Directors then in office, (i) shall create an Executive Committee and a Committee on Director Affairs in accordance with these bylaws, (ii) may create one or more other committees, including, without limitation, Investment, Personnel and Compensation, Green Bay Packers Foundation, Audit, and Corporate Marketing Committees, (iii) shall appoint members of the Board of Directors nominated by the President and/or Chairman of the Board to serve on the committees and (iv) may designate other members of the Board of Directors nominated by the President and/or Chairman of the Board to serve as alternates. Each committee shall have two or more members each of whom shall serve for such term as may be provided by the Board of Directors, except for that each member of the Green Bay Packers Foundation Committee shall serve for a term of three years. Unless otherwise provided by the Board of Directors, each committee member shall serve at the pleasure of the Board of Directors, taking into account the recommendations of the President and/or Chairman of the Board. A committee may be authorized to exercise the authority of the Board of Directors, except (a) as otherwise prohibited by law and (b) for actions with respect to the maximum number of shares that can be owned by one (1) stockholder, any change in stock transfer restrictions or the election of the principal officers. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.
The Executive Committee shall consist of seven (7) members, provided, however, that the President, Vice-President, Secretary and Treasurer must be members of said Executive Committee, and the balance thereof shall be chosen from the Board of Directors. Said Executive 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 business and affairs of the corporation subject to the limitations referred above.
The members of the Committee on Director Affairs shall be nominated by the President and/or Chairman of the Board, after consultation with the Executive Committee. The President and/or the Chairman of the Board shall, after consultation with the Committee on Director Affairs and after taking into consideration the desires of individual members of the Board of Directors, nominate the members and the chairmen of other committees on the Board of Directors in accordance with Section 2 of Article VII. At the end of each fiscal year, the Committee on Director Affairs shall provide a report to the Board of Directors which shall include an assessment of the Board of Directors' performance and a review of the appropriate skills and characteristics required of members of the Board of Directors in the context of the current make-up the Board of Directors.
If a vacancy occurs in the Executive Committee or any other committee of the Board of Directors, then the President and/or Chairman of the Board shall nominate a Director to fill such vacancy and his or her nomination shall be voted on at the next regular or special meeting of the Board.
The chairmen of each committee, in consultation with the members of such committee, shall determine the frequency and the length of the meetings of the committee. The chairmen of each committee, in consultation with the appropriate members of the management and staff of the corporation, will develop the committee's agenda.
Section 12. Informal Action Without Meeting. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors then in office.
ARTICLE IV
OFFICERS
Section 1. Number. The principal officers of the corporation shall be a President, Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors, chosen from the Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice-President.
No officer or assistant officer or member of the executive committee shall hold office beyond the annual meeting immediately following his or her seventieth (70th) birthday; provided, however, that his limitation shall not be applicable to any person holding office on the 1st day of October, 1979.
Section 2. Election and Terms of Office. The officers of the corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers cannot be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter approved.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
Section 4. Vacancies. If a vacancy occurs in any principal office, a nominating committee shall be appointed in the same manner as in Article VII and its nominations voted on within sixty (60) days of the vacancy at the next regular or special meeting of the Board.
Section 5. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He or she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint and remove such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. He or she shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he or she may authorize any Vice-President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. The Vice-President. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice-President 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. The Vice-President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the stockholders, of the Board of Directors, and of the Executive Committee meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and specifically the Secretary shall give notice of meetings when requested to do so by a person or persons authorized to call meetings under Article II, Sections 1 and 2 and Article III, Section 4; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents and execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each stockholder; (e) sign with the President or a Vice-President, certificates for stocks of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.
Section 8. The Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall (a) have charge and custody of and be responsible for all assets, funds and investments of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit and invest all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these Bylaws; and (b) in general, perform all duties of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.
Section 9. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice-President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
Section 10. Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever for any reason it is impracticable for such officers to act personally, and such assistant or acting officer so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he or she is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.
Section 11. Indemnity of Officers and Directors. (1) Every person who is or was a Director or officer of the corporation, (2) any person who, while an officer or Director of the Corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, member of any governing or decisionmaking committee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (including without limitation the Green Bay Packers Foundation), and (3) any employee or former employee who presently serves or who has served as a fiduciary or a member of the committee of any investments, pension and/or profit-sharing retirement trusts or any employee benefit plan of the corporation, shall (together with the heirs, personal representatives and administrators of such person) be indemnified by the corporation against all costs, damages and expenses asserted against, incurred by or imposed upon him or her in connection with or resulting from any claim, action, suit or proceeding, including criminal proceedings, to which he or she is made or threatened to be made a party by reason of his or her being or having been such director, officer, trustee, member of any governing or decisionmaking committee, manager, employee, agent, fiduciary or member of the committee, unless liability was incurred because the person breached or failed to perform a duty that he or she owed to the corporation and the breach or failure to perform constitutes any of the following: (a) a willful failure to deal fairly with the corporation or its stockholders in connection with a matter in which the director or officer has a material conflict of interest; (b) a violation of the criminal law, unless the director or officer has 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 profit; (d) willful misconduct.
Determination of whether indemnification is required under this subsection shall be made by a majority vote of a quorum of the Board of Directors consisting of Directors who are not at the same time parties to the same or related proceedings. If a quorum of disinterested Directors cannot be obtained, by majority vote of a committee duly appointed by the Board of Directors and consisting solely of two (2) or more Directors who are not at the same time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit or proceeding including without limitation attorneys' fees reasonably incurred by him or her in connection therewith. The corporation, by its Board of Directors, may indemnify in like manner, or with any limitations, any employee or former employee of the corporation with respect to any action taken or nott aken in his or her capacity as such employee.
The foregoing rights of indemnification shall be in addition to all rights to which officers, Directors or employees may be entitled as a matter of law.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, 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.
Section 4. Deposits. All funds of the corporation not otherwise employed or invested shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of the Board of Directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFERS
Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. Any or all the signatures on a certificate representing shares of the corporation may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered or cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore, upon such terms and indemnity to the corporations as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The corporation may impose a reasonable fee in connection with the transfer of shares of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The corporation may maintain one or more transfer agencies and/or registry offices appointed by the Board of Directors were shares of the corporation may be transferable and/or registered.
Section 3. Stock Regulations. In addition to the restrictions set forth in Sections 4 and 5 of this Article VI, the Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as they may deem expedient concerning the issue, transfer, redemption and registration of certificates representing shares of the corporation.
Section 4. Restrictions on Stock Transfer. No holder of shares of Common Stock may sell, assign, exchange, give, pledge, encumber or otherwise transfer or dispose of, in any manner, either voluntarily or involuntarily, any shares of Common Stock (collectively, a "Transfer"), and the corporation shall not register such a Transfer, except in accordance with and subject to this Section 4. Any Transfer of shares of Common Stock not permitted under this Section 4 shall be void and of no effect and the transferee shall have no rights as a stockholder of the corporation and no other rights against or with respect to the corporation. The corporation may, as a condition to a Transfer or the registration of a Transfer of shares of Common Stock permitted under this Section 4, require of such affidavits or other proof as it deems necessary to establish that such a Transfer is permitted under this Section 4.
A holder of shares of Common Stock that is a natural person may only transfer such shares of Common Stock to a member of the holder's "immediate family" by gift or in the event of death of the holder. The term "immediate family" means the spouse, child, mother, father, brothers and sisters, or any lineal descendant of a stockholder. A holder of shares of Common Stock that is a corporation, limited liability company, limited partnership or other formal legal entity (an "Entity") may only transfer such shares of Common Stock to a natural person who the corporation determines in its discretion has a significant interest in the equity of the Entity that the natural person did not acquire for the purpose of transferring such shares of Common Stock (an "Approved Person").
If a holder of shares of Common Stock intends to make a bona fide voluntary Transfer of shares of Common Stock (except for a Transfer to "immediate family" members by gift or in the event of death or, in the case of an Entity, to an Approved Person), then such holder shall first give written notice to the corporation through its secretary of the holder's intent to transfer such shares of Common Stock ("Offered Stock"), which notice shall describe the proposed Transfer and specify the Offered Stock at issue, the identity of the bona fide transferee, and the consideration and terms of payment, if any (collectively, an "Offering Notice"). After receipt of an Offering Notice by the corporation, the corporation shall have the right to purchase such Offered Stock at a price of $25 per share of Common Stock for a period of ninety (90) days after receipt of an Offering Notice for a bona fide voluntary transfer; provided, however, that if the corporation reclassifies shares of Common Stock, then from and other the effective time of such reclassification (the "Effective Time") such price shall be $0.025 per share of common stock.
Whenever a holder of shares of Common Stock has any notice or knowledge of any attempted, impending or consummated foreclosure sale or other involuntary Transfer of any of the holder's shares of Common Stock ("Involuntary Stock") (except for a Transfer to "immediate family" members or, in the case of an entity, to an Approved Person), whether by court order or otherwise, he or she shall give immediate written notice thereof (an "Involuntary Transfer Notice") to the corporation through its secretary. Whenever the corporation has any other notice or knowledge of any such attempted, impending or consummated foreclosure sale or other involuntary Transfer, it may at any time give written notice thereof to the holder. In either case, such a holder shall disclose forthwith to the corporation all pertinent information in his or her possession relating thereto. After receipt of an Involuntary Transfer Notice by the corporation or giving of notice by the corporation, the corporation shall have the right to purchase such Involuntary Stock at a price of $25 per share of Common Stock at any time; provided, however, that if the corporation reclassifies shares of Common Stock, then from and after the Effective Time such price shall be $0.025 per share of Common Stock.
Section 5. Restrictions on Ownership; Fractional Shares. Prior to the Effective Time, no holder of Common Stock shall be permitted to own in excess of two hundred (200) shares of Common Stock unless shares were owned by said stockholder prior to February 9, 1950. After Effective Time, no holder of Common Stock shall be permitted to own in excess of two hundred thousand shares (200,000) shares of Common Stock unless said excess shares (including shares acquired through the reclassification of shares effective at the Effective Time) were owned by said stockholder prior to February 9, 1950. In addition, the corporation may sell or otherwise deliver shares of Common Stock issued or delivered from treasury after the Effective Time ("New Shares") only to natural persons, and the corporation may not sell more than two hundred (200) New Shares in the aggregate to any natural person. The corporation shall issue Common Stock only in whole shares.
ARTICLE VII
NOMINATIONS FOR DIRECTORS
Section 1. General. At any meeting of stockholders at which Directors are to be elected, the only nominations for the election of Directors that may be made shall be those that have been properly brought before the meeting in accordance with the Bylaws. To be properly brought before a meeting, nominations must (a) be specified in the notice of the meeting (or supplement thereto) given by or at the direction of the Board of Directors; (b) otherwise properly be brought before the meeting by or at the direction of the President and/or the Chairman of the Board; or (c) otherwise properly be requested to be brought before the meeting by a stockholder of record entitled to vote in the election of Directors generally. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not properly brought before the meeting in accordance with the provisions hereof, and if he or she should so determine, he or she shall so declare to the meeting that any such nomination shall be disregarded.
Section 2. Committee on Directors Affairs. Not more than ninety (90) nor less than ten (10) days prior to the annual meeting the President and/or Chairman of the Board shall propose, after consultation with the Committee on Director Affairs, a slate of officers, Directors, members of the Executive Committee and members and chairmen of any other committees of the Board of Directors. The slate chosen by the President and/or Chairman of the Board, which may contain one or more candidates for each or any office, shall be submitted in writing to the proper meeting, to-wit, at the stockholders' or Directors' meeting, by the Chairman of the Committee on Director Affairs when called upon to do so by the presiding officer of the meeting.
Section 3. Stockholder Nomination Procedure. For nominations to be properly requested to be brought before a meeting of stockholders by a stockholder of record, any stockholder who intends to bring a nomination for the election of Directors before a meeting and is entitled to vote on the election of Directors must deliver written notice of such stockholder's intent to make such nomination, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation. Such notice must be received by the Secretary: (a) with respect to an election to be held at any annual meeting of stockholders, not less than 120 nor more than 180 days prior to the first anniversary of the immediately preceding annual meeting; and (b) with respect to an election to be held at a special meeting of stockholders, not more than ninety (90) days prior to such special meeting and not later than the close of business on the later of (i) the sixtieth (60th) day prior to such special meeting or (ii) the tenth (10th) day following the day on which notice of such special meeting is first mailed to stockholders. In no event shall the announcement of an adjournment of a meeting of stockholders commence a new time period for the giving of a stockholder notice as described above.
A stockholder's notice to the Secretary required by this Section 4 shall set forth (a) the name, age, business and residence addresses of each nominee, and the principal occupation or employment of each nominee during the past five (5) years; (b) a description of any legal proceedings during the past five (5) years that would be material to an evaluation of the ability or integrity of any person nominated to become a Director; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) the written consent of each nominee to serve as a Director of the corporation if so elected; (e) the name and address of the stockholder intending to make the nomination; (f) the number of shares of the stock of the corporation held; either personally or in concert with others, by the stockholder; and (g) a representation that the stockholder is a holder of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make such nomination. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a Director of the corporation.
ARTICLE VIII
VOTING OF SHARES IN OTHER CORPORATIONS OWNED BY THE CORPORATION
Subject always to the specific directions of the Board of Directors, any share or shares of stock issued by any other corporation and owned or controlled by the corporation may be voted at any stockholders' meeting of the other corporation by the President of the corporation if he or she be present, or in his or her absence by any Vice-President of the corporation who may be present. Whenever, in the judgment of the President, or, in his or her absence, of an Vice-President, it is desirable for the corporation to execute a proxy or give a stockholders' consent in respect to any share or shares of stock issued by any other corporation and owned or controlled by the corporation, the proxy or consent shall be executed in the name of the corporation by the President or one of the Vice-Presidents of the corporation without necessity of any authorization by the Board of Directors. Any person or persons designated in the manner above stated as the proxy or proxies of the corporation shall have full right, power and authority to vote the share or shares of stock issued by the other corporation.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of April and end on the thirty-first day of March in each year.
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."
ARTICLE XI
ORDER OF BUSINESS
Section 1. Board of Directors' Meetings. The Chairman of the Board and the President (if the President and the Chairman of the Board are not the same person) shall establish the order of business and the agenda for each meeting of the Board of Directors.
Section 2. Annual Stockholders' Meeting. The order of business at the annual stockholders' meeting shall be:
1. A reading of the notice of the meeting and report as to proper mailing and/or service.
2. A report by the Secretary of the number of shares in attendance (in person and by proxy).
3. A reading of the minutes of the last minute.
4. AN annual report by the President, which shall be mandatory.
5. An annual report by the Treasurer.
6. Such other business as may properly come before the meeting.
7. A request by the presiding officer for the slate of Directors proposed by the President and/or Chairman of the Board and any other proper nominations.
8. The election of Directors for the ensuing year.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the stockholders at any annual or special meeting by a majority of the outstanding stock.
Not done No specific request made. You need to clearly state what edit you would like made. « Gonzo fan2007 (talk) @ 14:52, 27 July 2018 (UTC)