Attached files
file | filename |
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8-K - FORM 8-K - JOHNSON CONTROLS INC | c62750e8vk.htm |
EX-3.1 - EX-3.1 - JOHNSON CONTROLS INC | c62750exv3w1.htm |
EX-10.2 - EX-10.2 - JOHNSON CONTROLS INC | c62750exv10w2.htm |
EX-10.1 - EX-10.1 - JOHNSON CONTROLS INC | c62750exv10w1.htm |
Exhibit 3.2
JOHNSON CONTROLS, INC.
BY-LAWS
(*As in effect January 27, 2011)
ARTICLE I
OFFICES
The principal office of the corporation in the State of Wisconsin shall be located in the City
of Glendale, County of Milwaukee. 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 may be, but need not be, identical with the principal
office 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
SHAREHOLDERS
Section 1. ANNUAL MEETING. The Annual Meeting of the shareholders of the
Corporation (an Annual Meeting) shall be held on the fourth Wednesday in the month of January in
each year, at the hour of 2:00 oclock P.M., or at such other hour or day as may be designated by
the Board of Directors. At each Annual Meeting, the shareholders shall elect a number of directors
equal to the number of the class whose term expires at the time of such meeting and shall conduct
any other business properly brought before the Annual Meeting in accordance with Article II,
Section 13 of the By-Laws. In the event of failure, through oversight or otherwise, to hold the
Annual Meeting of shareholders in any year on the date herein provided therefore, the Annual
Meeting, upon waiver of notice or upon due notice, may be held at a later date and any election had
or business done at such Annual Meeting shall be as valid and effectual as if had or done at the
Annual Meeting on the date herein provided. In fixing a meeting date for any Annual Meeting, the
Board of Directors may consider such factors as it deems relevant within the good faith exercise of
its business judgment.
Section 2. SPECIAL MEETINGS.
(a) A special meeting of the shareholders of the Corporation (a Special Meeting) may be
called only by (i) the Chairman of the Board, (ii) the Vice Chairman of the Board, (iii) the
President or (iv) the Board of Directors and shall be called by the Chairman of the Board or the
President upon the demand, in accordance with this Section 2, of the holders of record of shares
representing at least 10% of all the votes entitled to be cast on any issue proposed to be
considered at the Special Meeting.
(b) In order that the Corporation may determine the shareholders entitled to demand a Special
Meeting, the Board of Directors may fix a record date to determine the shareholders entitled to
make such a demand (the Demand Record Date). The Demand Record Date shall not precede the date
upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors and
shall not be more than 10 days after the date upon which the resolution fixing the Demand Record
Date is adopted by the Board of Directors. Any shareholder of record seeking to have shareholders
demand a Special Meeting shall, by sending written notice to the Secretary of the Corporation by
hand or by certified or registered mail, return receipt requested, request the Board of Directors
to fix a Demand Record Date. The Board of Directors shall promptly, but in all events within 10
days after the date on which a valid request to fix a Demand Record Date is received, adopt a
resolution fixing the Demand Record Date and shall make a public announcement of such Demand Record
Date. If no Demand Record Date has been fixed by the Board of Directors within 10 days after the
date on which such request is received by the Secretary, the Demand Record Date shall be the 10th
day after the first date on which a valid written request to set a Demand Record Date is received
by the Secretary. To be valid, such written request shall set forth the purpose or purposes for
which the Special Meeting is to be held, shall be signed by one or more shareholders of record (or
their duly authorized proxies or other representatives), shall bear the date of signature of each
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such shareholder (or proxy or other representative) and shall set forth all information about
each such shareholder and about the beneficial owner or owners, if any, on whose behalf the request
is made that would be required to be set forth in a shareholders notice described in paragraph
(a)(ii) of Article II, Section 13 of these By-Laws.
(c) In order for a shareholder or shareholders to demand a Special Meeting, a written demand
or demands for a Special Meeting by the holders of record as of the Demand Record Date of shares
representing at least 10% of all the votes entitled to be cast on each issue proposed to be
considered at the Special Meeting must be delivered to the Corporation. To be valid, each written
demand by a shareholder for a Special Meeting shall set forth the specific purpose or purposes for
which the Special Meeting is to be held (which purpose or purposes shall be limited to the purpose
or purposes set forth in the written request to set a Demand Record Date received by the
Corporation pursuant to paragraph (b) of this Section 2), shall be signed by one or more persons
who as of the Demand Record Date are shareholders of record (or their duly authorized proxies or
other representatives), shall bear the date of signature of each such shareholder (or proxy or
other representative), and shall set forth the name and address, as they appear in the
Corporations books, of each shareholder signing such demand and the class and number of shares of
the Corporation which are owned of record and beneficially by each such shareholder, shall be sent
to the Secretary by hand or by certified or registered mail, return receipt requested, and shall be
received by the Secretary within 70 days after the Demand Record Date.
(d) The Corporation shall not be required to call a Special Meeting upon shareholder demand
unless, in addition to the documents required by paragraph (c) of this Section 2, the Secretary
receives a written agreement signed by each Soliciting Shareholder, pursuant to which each
Soliciting Shareholder, jointly and severally, agrees to pay the Corporations costs of holding the
special meeting, including the costs of preparing and mailing proxy materials for the Corporations
own solicitation, provided that if each of the resolutions introduced by any Soliciting Shareholder
at such meeting is adopted, and each of the individuals nominated by or on behalf of any Soliciting
Shareholder for election as director at such meeting is elected, then the Soliciting Shareholders
shall not be required to pay such costs. For purposes of this paragraph (d), the following terms
shall have the meanings set forth below:
(i) Affiliate of any Person shall mean any Person controlling, controlled by or under common
control with such first Person.
(ii) Participant shall have the meaning assigned to such term in Rule 14a-11 promulgated
under the Securities Exchange Act of 1934, as amended (the Exchange Act).
(iii) Person shall mean any individual, firm, corporation, partnership, joint venture
association, trust, unincorporated organization or other entity.
(iv) Proxy shall have the meaning assigned to such term in Rule 14a-1 promulgated under the
Exchange Act.
(v) Solicitation shall have the meaning assigned to such term in Rule 14a-11 promulgated
under the Exchange Act.
(vi) Soliciting Shareholder shall mean, with respect to any Special Meeting demanded by a
shareholder or shareholders, any of the following Persons:
(A) if the number of shareholders signing the demand or demands of meeting delivered to the
Corporation pursuant to paragraph (c) of this Section 2 is ten or fewer, each shareholder signing
any such demand;
(B) if the number of shareholders signing the demand or demands of meeting delivered to the
Corporation pursuant to paragraph (c) of this Section 2 is more than ten, each Person who either
(I) was a Participant in any Solicitation of such demand or demands or (II) at the time of the
delivery to the Corporation of the documents described in paragraph (c) of this Section 2, had
engaged or intended to engage in any Solicitation of Proxies for use at such Special Meeting
(other than a Solicitation of Proxies on behalf of the Corporation); or
(C) any Affiliate of a Soliciting Shareholder, if a majority of the directors then in office
determine, reasonably and in good faith, that such Affiliate should be required to sign the
written notice described in paragraph (c) of this Section 2 and/or the written agreement described
in this paragraph (d) in order to prevent the purposes of this Section 2 from being evaded.
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(e) Except as provided in the following sentence, any Special Meeting shall be held at such
hour and day as may be designated by whichever of the Chairman of the Board, the Vice Chairman of
the Board, the President or the Board of Directors shall have called such meeting. In the case of
any Special Meeting called by the Chairman of the Board, the Vice Chairman of the Board, or the
President upon the demand of shareholders (a Demand Special Meeting), such meeting shall be held
at such hour and day as may be designated by the Board of Directors; provided, however, that the
date of any Demand Special Meeting shall be not more than 70 days after the Meeting Record Date (as
defined in Article II, Section 5); and provided further that in the event that the directors then
in office fail to designate an hour and date for a Demand Special Meeting within 10 days after the
date that valid written demands for such meeting by the holders of record as of the Demand Record
Date of shares representing at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the special meeting are delivered to the Corporation (the Delivery
Date), then such meeting shall be held at 2:00 P.M. local time on the 100th day after the Delivery
Date or, if such 100th day is not a Business Day (as defined below), on the first preceding
Business Day. In fixing a meeting date for any Special Meeting, the Chairman of the Board, the Vice
Chairman of the Board, the President or the Board of Directors may consider such factors as he or
it deems relevant within the good faith exercise of his or its business judgment, including,
without limitation, the nature of the action proposed to be taken, the facts and circumstances
surrounding any demand for such meeting, and any plan of the Board of Directors to call an Annual
Meeting or a Special Meeting for the conduct of related business.
(f) The Corporation may engage nationally recognized independent inspectors of elections to
act as an agent of the Corporation for the purpose of promptly performing a ministerial review of
the validity of any purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review, no purported demand
shall be deemed to have been delivered to the Corporation until the earlier of (i) five Business
Days following receipt by the Secretary of such purported demand and (ii) such date as the
independent inspectors certify to the Corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue proposed to be considered
at the Special Meeting. Nothing contained in this paragraph shall in any way be construed to
suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest
the validity of any demand, whether during or after such five Business Day period, or to take any
other action (including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto).
(g) For purposes of these By-Laws, Business Day shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of Wisconsin are authorized or obligated
by law or executive order to close.
Section 3. PLACE OF MEETING. The Board of Directors, the Chairman, the Vice
Chairman, or the President may designate any place, either within or without the State of
Wisconsin, as the place of meeting for any Annual Meeting or Special Meeting, or for any
postponement thereof, and in case the Board of Directors, the Chairman, the Vice Chairman, or the
President shall fail or neglect to make such designation, the Secretary shall designate the time
and place of such meeting. Any adjourned meeting may be reconvened at any place designated by vote
of the Board of Directors or by the Chairman, the Vice Chairman, or the President.
Section 4. NOTICE OF MEETING. The Corporation shall send written or printed
notice stating the place, day and hour of any Annual Meeting or Special Meeting not less than 10
days nor more than 70 days before the date of such meeting either personally or by mail to each
shareholder of record entitled to vote at such meeting and to other shareholders as may be required
by law or by the Restated Articles of Incorporation. In the event of any Demand Special Meeting,
such notice of meeting shall be sent not more than 30 days after the Delivery Date. If mailed, such
notice of meeting shall be addressed to the shareholder at his address as it appears on the
Corporations record of shareholders. Unless otherwise required by law or the Restated Articles of
Incorporation, a notice of an Annual Meeting need not include a description of the purpose for
which the meeting is called. In the case of any Special Meeting, (a) the notice of meeting shall
describe any business that the Board of Directors shall have theretofore determined to bring before
the meeting and (b) in the case of a Demand Special Meeting, the notice of meeting (i) shall
describe any business set forth in the statement of purpose of the demands received by the
Corporation in accordance with Article II, Section 2 of these By-Laws and (ii) shall contain all of
the information required in the notice received by the Corporation in accordance with Article II,
Section 13(b)(ii) of these By-Laws.
Section 5. FIXING OF RECORD DATE. The Board of Directors may fix a future date
not less than 10 days and not
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more than 70 days prior to the date of any Annual Meeting or Special Meeting as the record
date for the determination of shareholders entitled to notice of, or to vote at, such meeting (the
Meeting Record Date). In the case of any Demand Special Meeting, (i) the Meeting Record Date
shall be not later than the 30th day after the Deliver Date and (ii) if the Board of Directors
fails to fix the Meeting Record Date within 30 days after the Delivery Date, then the close of
business on such 30th day shall be the Meeting Record Date. The shareholders of record on the
Meeting Record Date shall be the shareholders entitled to notice of and to vote at the meeting.
Except as may be otherwise provided by law, a determination of shareholders entitled to notice of
or to vote at a meeting of shareholders is effective for any adjournment of such meeting unless the
Board of Directors fixes a new Meeting Record Date, which it shall do if the meeting is postponed
or adjourned to a date more than 120 days after the date fixed for the original meeting.
Section 6. SHAREHOLDER LISTS. After a record date has been fixed for a meeting
of shareholders, the Secretary or agent having charge of the shareholder record shall prepare a
list of the names of all of the shareholders who are entitled to notice of the meeting. The list
shall be arranged by class or series of shares and shall 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 2 business days after notice of the meeting is given for
which the list was prepared and continuing to the date of the meeting, at the corporations
principal office or at a place identified in the meeting notice in the city where the meeting will
be held. 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. Refusal or failure to prepare or make available the shareholders list does not
affect the validity of action taken at the meeting.
Section 7. QUORUM; POSTPONEMENTS; ADJOURNMENTS.
(a) Except as otherwise provided by law or by the Restated Articles of Incorporation, when
specified business is to be voted upon by one or more classes or series of shares entitled to vote
as a separate voting group, the holders of shares representing 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 the
transaction of such business. 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 Meeting Record Date is or must be set
for that adjourned meeting.
(b) The Board of Directors acting by resolution may postpone and reschedule any previously
scheduled Annual Meeting or Special Meeting; provided, however, that a Demand Special Meeting shall
not be postponed beyond the 100th day following the Delivery Date. Any Annual Meeting or Special
Meeting may be adjourned from time to time, whether or not there is a quorum, (i) at any time, upon
a resolution of shareholders if the votes cast in favor of such resolution by the holders of shares
of each voting group entitled to vote on any matter theretofore properly brought before the meeting
exceed the number of votes cast against such resolution by the holders of shares of each such
voting group or (ii) at any time prior to the transaction of any business at such meeting, by the
Chairman of the Board or pursuant to resolution of the Board of Directors. No notice of the time
and place of adjourned meetings need be given except as required by law. At any adjourned meeting
at which a quorum shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 8. PROXIES. At all the meetings of shareholders, a shareholder
entitled to vote may vote his or her shares in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact. An appointment of a proxy is effective when received
by the secretary or other officer or agent of the corporation authorized to tabulate votes. An
appointment is valid for 11 months from the date of its signing unless a different period is
expressly provided in the appointment form.
Section 9. VOTING OF SHARES. Except as otherwise provided by law or by the
Articles of Incorporation, holders of Common Stock and holders of Preferred Stock shall be entitled
to one vote for each share of each such class held on all questions on which shareholders are
entitled to vote, and the holders of Common Stock and the holders of Preferred Stock shall vote
together as one class.
Section 10. ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER ACTION. If the name
signed on a vote, waiver or proxy appointment does not correspond to the name of its shareholder,
the corporation may accept the vote, waiver or proxy appointment and give it effect as the act of
the shareholder if any of the following apply:
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(a) The shareholder is an entity and the name signed purports to be that of an officer or
agent of the entity.
(b) The name purports to be that of a personal representative, administrator, executor,
guardian or conservator representing the shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation is presented with respect to the vote, waiver or
proxy appointment.
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the
shareholder and, if the corporation requests, evidence of this status acceptable to the corporation
is presented with respect to the vote, waiver or proxy appointment.
(d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of
the shareholder and, if the corporation requests, evidence acceptable to the corporation of the
signatorys authority to sign for the shareholder is presented with respect to the vote, waiver or
proxy appointment.
(e) Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed
purports to be the name of at least one of the co-owners and the person signing appears to be
acting on behalf of all co-owners.
Section 11. WAIVER OF NOTICE BY SHAREHOLDERS. A shareholder may waive any
notice whatever required to be given to any shareholder of the corporation under the Articles of
Incorporation or By-Laws or any provision of law, by a waiver thereof in writing, signed at any
time, whether before or after the date and time stated in the notice, by the shareholder entitled
to such notice; provided that such waiver shall contain the same information as would have been
required to be included in such notice under any applicable provisions of Chapter 180, Wisconsin
Statutes, except the time and place of meeting, and shall 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 the following: (a) lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the
meeting or transacting business at the meeting; and (b) consideration of a particular matter at the
meeting that is not within the purpose described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
Section 12. VALIDITY OF PROXIES, ETC. The Corporation or its authorized
officers, agents or other representatives may reject a vote, waiver, proxy appointment, request to
fix a Demand Record Date or demand for a Special Meeting if the Secretary or other duly authorized
officer or agent of the Corporation, acting in good faith, has reasonable basis for doubt about the
validity of the signature or signatures on it, about the signatorys authority to sign for the
shareholder or about any other matter affecting the validity of such vote, waiver, proxy
appointment, request or demand.
Section 13. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATION OF DIRECTORS; REQUIRED
VOTE FOR DIRECTORS.
(a) Annual Meetings of Shareholders.
(i) Nominations of persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the shareholders may be made at an Annual Meeting (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 (i) was a shareholder of record at the
time of giving of notice provided for in this By-Law, and at the time of the Annual Meeting, (ii)
is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in this
Section 13.
(ii) Without qualification, for any nominations or any other business to be properly brought
before an annual meeting by a shareholder pursuant to paragraph (a)(i)(C) of this Section 13, the
shareholder must have given timely notice thereof in writing to the Secretary of the and such other
business must otherwise be a proper matter for shareholder action. To be timely, a shareholders
notice shall be received by the Secretary of the Corporation at the principal executive offices of
the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the
preceding years annual meeting of shareholders; provided, however, that in the event that the date
of the Annual Meeting is advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be so received not earlier than the
120 th day prior to the date of such Annual Meeting and
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not later than the close of business on the later of (x) the 90 th day
prior to such Annual Meeting and (y) the 10 th day following the day on which
the public announcement of the date of such meeting is first made. In no event shall any
adjournment or postponement of an Annual Meeting or the announcement thereof commence a new time
period for the giving of a shareholders notice as described above. To be in proper form, a
shareholders notice (whether given pursuant to this Section 13(a)(ii) or paragraph (b) of this
Section 13) to the Secretary must: (a) set forth, as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and
address of such shareholder, as they appear on the Corporations books, and of such beneficial
owner, if any, (ii) (A) the class or series and number of shares of the Corporation which are,
directly or indirectly, owned beneficially and of record by such shareholder and such beneficial
owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right
with an exercise or conversion privilege or a settlement payment or mechanism at a price related to
any class or series of shares of the Corporation or with a value derived in whole or in part from
the value of any class or series of shares of the Corporation, whether or not such instrument or
right shall be subject to settlement in the underlying class or series of capital stock of the
Corporation or otherwise (a Derivative Instrument) directly or indirectly owned beneficially by
such shareholder and any other direct or indirect opportunity to profit or share in any profit
derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy,
contract, arrangement, understanding, or relationship pursuant to which such shareholder has a
right to vote any shares of any security of the Corporation, (D) any short interest in any security
of the Corporation (for purposes of this By-Law a person shall be deemed to have a short interest
in a security if such person directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has the opportunity to profit or share in any profit
derived from any decrease in the value of the subject security), (E) any rights to dividends on the
shares of the Corporation owned beneficially by such shareholder that are separated or separable
from the underlying shares of the Corporation, (F) any proportionate interest in shares of the
Corporation or Derivative Instruments held, directly or indirectly, by a general or limited
partnership in which such shareholder is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner and (G) any performance-related fees (other than
an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the
value of shares of the Corporation or Derivative Instruments, if any, as of the date of such
notice, including without limitation any such interests held by members of such shareholders
immediate family sharing the same household (which information shall be supplemented by such
shareholder and beneficial owner, if any, not later than 10 days after the record date for the
meeting to disclose such ownership as of the record date), and (iii) any other information relating
to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for, as
applicable, the proposal and/or for the election of directors in a contested election pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (b) if the
notice relates to any business other than a nomination of a director or directors that the
shareholder proposes to bring before the meeting, set forth (i) a brief description of the business
desired to be brought before the meeting, the reasons for conducting such business at the meeting
and any material interest of such shareholder and beneficial owner, if any, in such business and
(ii) a description of all agreements, arrangements and understandings between such shareholder and
beneficial owner, if any, and any other person or persons (including their names) in connection
with the proposal of such business by such shareholder; (c) set forth, as to each person, if any,
whom the shareholder proposes to nominate for election or reelection to the Board of Directors (i)
all information relating to such person that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies for election of
directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder (including such persons written consent to being named in the
proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all
direct and indirect compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material relationships, between or among
such shareholder and beneficial owner, if any, and their respective affiliates and associates, or
others acting in concert therewith, on the one hand, and each proposed nominee, and his or her
respective affiliates and associates, or others acting in concert therewith, on the other hand,
including, without limitation all information that would be required to be disclosed pursuant to
Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any
beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate
thereof or person acting in concert therewith, were the registrant for purposes of such rule and
the nominee were a director or executive officer of such registrant; and (d) with respect to each
nominee for election or reelection to the Board of Directors, include a completed and signed
questionnaire, representation and agreement required by paragraph (d) of this Section 13. 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
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serve as an independent director of the Corporation or that could be material to a reasonable
shareholders understanding of the independence, or lack thereof, of such nominee.
(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 13
to the contrary, in the event that the number of directors to be elected to the Board of Directors
of the Corporation is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board of Directors at least 70
days prior to the first anniversary of the previous years annual meeting, a shareholders notice
required by this Section 13 shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be received by the Secretary at the
principal executive offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the Corporation.
(b) Special Meetings of Shareholders. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to shareholders pursuant
to Article II, Section 4 of the By-Laws. Nominations of persons for election to the Board of
Directors may be made at a Special Meeting at which directors are to be elected pursuant to such
notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder
of the Corporation who (A) is a shareholder of record at the time of giving of such notice of
meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set
forth in this Section 13. Any shareholder desiring to nominate persons for election to the Board of
Directors at such a Special Meeting shall cause a written notice complying with the requirements as
to proper form set forth in paragraph (a)(ii) of this Section 13 to be received by the Secretary of
the Corporation at the principal executive offices of the Corporation not earlier than 120 days
prior to such Special Meeting and not later than the close of business on the later of (x) the
90th day prior to such Special Meeting and (y) the 10th day following the day on which
public announcement is first made of the date of such Special Meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting. In no event shall any adjournment or
postponement of a special meeting or the announcement thereof commence a new time period for the
giving of a shareholders notice as described above.
(c) General.
(i) Only persons who are nominated in accordance with the procedures set forth in this Section
13 shall be eligible to serve as directors. 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 this Section 13. The chairman 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 in
accordance with the procedures set forth in this Section 13 and, if any proposed nomination or
business is not in compliance with this Section 13, to declare that such defective proposal shall
be disregarded.
(ii) For purposes of this Section 13, public announcement shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder.
(iii) Notwithstanding the foregoing provisions of this Section 13, a shareholder shall also
comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 13; provided, however, that any
references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder
are not intended to limit the requirements applicable to nominations or shareholder action pursuant
to paragraph (a)(ii) or paragraph (b) of this Section 13. Nothing in this Section 13 shall be
deemed to affect any rights of shareholders to request inclusion of proposals in the Corporations
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(d) Required Vote for Directors.
(i) Majority voting in uncontested director elections. Election of directors at all
meetings of the shareholders at which directors are to be elected shall be by ballot. Except as set
forth in paragraph (d)(ii) of this Section 13, a majority of the votes cast at any meeting of the
shareholders for the election of directors at which a quorum is present shall elect directors,
subject to the rights of the holders of any series of Preferred Stock to elect directors under
7
specified circumstances. For purposes of this By-Law, a majority of the votes cast means
that the number of shares voted for a directors election exceeds 50% of the number of votes cast
with respect to that directors election. Votes cast shall include votes for and against that
directors election and direction to withhold authority in each case and exclude abstentions and
broker nonvotes with respect to that directors election.
(ii) Contested elections. In the event of a contested election of directors,
directors shall be elected by the vote of a plurality of the votes cast at any meeting for the
election of directors at which a quorum is present. For purposes of this By-Law, a contested
election means any election of directors in which the number of candidates for election as
directors exceeds the number of directors to be elected, as determined by the Secretary. The
Secretary makes this determination (i) the day after the meeting of the Board of Directors at which
the nominees for director of the Board of Directors for such election are approved, when such
meeting occurs after the last day on which a shareholder may propose the nomination of a director
for election in such election pursuant to the Restated Articles of incorporation or these By-Laws,
or (ii) the day after the last day on which a shareholder may propose the nomination of a director
for election in such election pursuant to the Restated Articles of Incorporation or these By-Laws,
when the last day for such a proposal occurs after the meeting of the Board of Directors at which
the nominees for director of the Board of Directors for such election are approved, whichever of
clause (i) or (ii) is applicable. This determination that an election is a contested election
shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to
its validity. In all cases, once an election is determined to be a contested election, directors
shall be elected by the vote of a plurality of the votes cast.
Section 14. CONDUCT OF MEETING. The Chairman of the Board of Directors, and in
his absence (or if no person then holds such office), the President, and in his absence, any
officer or director designated by the President, and in his absence, a Vice President in the order
provided under Section 6 of Article IV of the By-Laws, and in their absence, any person chosen by
the shareholders present shall call any Annual Meeting or Special Meeting to order and shall act as
chairman of the meeting, and the Secretary of the Corporation shall act as secretary of all
meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting. The Board of Directors may, to the
extent not prohibited by law, adopt by resolution any rules and regulations for the conduct of an
Annual Meeting or Special Meeting as it deems appropriate. Except to the extent inconsistent with
such rules and regulations, the chairman of the meeting shall have the right and authority to act
or to prescribe any rules, regulations, or procedures as the chairman of the meeting deems
appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether
adopted by the Board of Directors or prescribed by the chairman of the meeting, may to the extent
not prohibited by law include, without limitation, the following: (a) the establishment of an
agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the
meeting and the safety of those present; (c) limitations on attendance at or participation in the
meeting to shareholders of record of the corporation, their duly authorized and constituted proxies
(which shall be reasonable in number) or such other persons as the chairman of the meeting shall
determine; (d) restrictions on entry to the meeting after the time fixed for the meetings
commencement; (e) limitations on the time allotted to questions or comments by participants; (f)
rules and procedures regarding the execution of election ballots before or after the time fixed for
the commencement of the meeting; (g) the appointment of an inspector of election or an officer or
agent of the corporation authorized to tabulate votes; and (h) rules and procedures to facilitate
the conduct of, and participation in, the meeting by electronic means. The chairman of the meeting
shall determine the time at which the polls shall close for each matter to be voted on at any
Annual Meeting or Special Meeting but shall not be obligated to announce the closing of such polls
at any Annual Meeting or Special Meeting or otherwise.
ARTICLE III
BOARD OF DIRECTORS
Section 1. NUMBER AND TENURE QUALIFICATIONS. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the corporation managed
under the direction of a Board of Directors comprised of not less than nine (9) nor more than
thirteen (13) members divided into three classes, to consist of three to four members each,
depending on the size of the Board of Directors, and the term of office of one class shall expire
at each annual meeting. The number of directors shall be determined by resolution of the Board of
Directors. At each annual meeting, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until the third succeeding
annual meeting. Each director shall hold office for the term for which he is elected and until his
death or until he shall resign or shall have been removed from office. Any director may be removed
8
from office by shareholders prior to the expiration of his or her term, but only (i) at a
special meeting called for the purpose of removing the director, (ii) by the affirmative vote of
the number of outstanding shares set forth in the Restated Articles of Incorporation and (iii) for
cause as hereinafter defined; provided, however, that, if the Board of Directors, by resolution
adopted by the Requisite Vote (as hereinafter defined), shall have recommended removal of a
director, then the shareholders may remove such director without cause by the vote referred to
above. As used herein, cause shall exist only if the director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction, where such conviction is no longer
subject to direct appeal, or has been adjudged liable for actions or omissions in the performance
of his or her duty to the Corporation in a matter which has a materially adverse effect on the
business of the Corporation, where such adjudication is no longer subject to appeal. As used
herein, the term Requisite Vote shall mean the affirmative vote of at least two-thirds of the
directors then in office plus one director. Any action by the Board of Directors, other than
pursuant to a Requisite Vote, or shareholders eliminating the requirement to establish cause for
the removal of a director shall not operate to eliminate such requirement with respect to any
director incumbent at the time of such action. The Board of Directors, at the regular meeting
thereof held immediately after the annual meeting of shareholders, may elect one of its members to
act as its Chairman until his successor is elected or his prior death, resignation or removal; and
such Chairman shall, when present, preside at all meetings of the Board of Directors and perform
all such other duties as may be prescribed by the Board from time to time.
Section 2. REGULAR MEETINGS. A regular meeting of the Board of Directors of
the Corporation shall be held without notice other than this By-Law immediately after, and at the
same place as the annual meeting of the shareholders and each adjourned session thereof. The Board
of Directors may provide, by resolution, the time and place either within or without the State of
Wisconsin for the holding of additional regular meetings without notice other than such resolution.
Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, Chief Executive Officer, President,
Secretary, or any two directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the time and place, either within or without the State of Wisconsin, for
the holding of any special meeting of the Board of Directors called by them.
Section 4. NOTICE. Notice of any special meeting shall be given at least six hours
prior to such meeting if given orally or in writing to each director at his business address, which
shall include the directors business e-mail address. If notice is given by mail, private carrier,
or overnight courier or other commercial delivery service only, it shall be given at least
forty-eight hours prior to such meeting. Whenever any notice whatever is required to be given to
any director of the corporation under the Articles of Incorporation or By-Laws or any provision of
law, a waiver thereof in writing, signed at any time, whether before or after the time of the
meeting, by the director entitled to such notice and retained by the corporation, shall be deemed
equivalent to the giving of such notice. The attendance of a director at or participation in a
meeting shall constitute a waiver of notice of such 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 meeting of the
Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 5. QUORUM. Except as otherwise provided by law or by the Articles of
Incorporation or these By-Laws a majority of the number of directors fixed by Section 1 of this
Article III shall constitute a quorum for the transaction of business at any meeting of the Board
of Directors. Notwithstanding the foregoing, if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time without further notice
other than by announcement at the meeting if the adjournment shall be to the following day. If the
meeting shall be adjourned to a date later than the following day, notice of such adjourned meeting
shall be duly given to each director orally or in writing at his business address, which shall
include the directors business e-mail address not less than six hours before the time set for such
adjourned meeting. If notice is given by mail, private carrier, or overnight courier or other
commercial delivery service only, it shall be given not less than forty-eight hours before the time
set for such adjourned meeting.
Section 6. MANNER OF ACTING. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors 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 these
By-Laws.
Section 7. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be filled by any of the
following: (i) the shareholders, (ii) the Board of Directors
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or (iii) if the directors remaining in office constitute fewer than a quorum of the Board, the
directors, by the affirmative vote of a majority of all directors remaining in office; provided,
however, that if the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is
filled by the shareholders, and only the remaining directors elected by that voting group may vote
to fill the vacancy if it is filled by the directors. Any director elected pursuant to this Section
7 shall serve until the next election of the class of which such director shall have been chosen
and until his or her successor shall be duly elected and qualified. If a nominee for director who
is not an incumbent director is not elected at any Annual Meeting or Special Meeting under Article
II, Section 13 of these By-Laws, then the Board of Directors in its sole discretion either may fill
the resulting vacancy pursuant to the provisions of this Section 7 or may decrease the size of the
Board of Directors pursuant to Section 1 of this Article III. If a directors resignation is
accepted by the Board of Directors pursuant to Section 13 of this Article III, then the Board of
Directors, in its sole discretion, either may fill the resulting vacancy pursuant to the provisions
of this Section 7 or may decrease the size of the Board of Directors pursuant to the provisions of
Section 1 of this Article III.
Section 8. COMPENSATION. The Board of Directors, irrespective of any personal
interest of any of its members, may establish compensation of all directors for services to the
corporation as directors, officers or otherwise, or may delegate such authority to an appropriate
committee. The Board of Directors also shall have authority to provide for or to delegate authority
to an appropriate committee to provide for pensions, disability or death benefits, and other
benefits or payments, to directors, officers and employees and to their estates, families,
dependents or beneficiaries on account of prior services rendered by such directors, officers and
employees to the corporation.
Section 9. PRESUMPTION OF ASSENT. A director of the corporation who is present
and is announced as present at a meeting of the Board of Directors or a committee thereof at which
action on any corporate matter is taken assents to the action taken unless any of the following
occurs: (i) the director objects at the beginning of the meeting or promptly upon his or her
arrival to the holding of the meeting or transacting business at the meeting; (ii) minutes of the
meeting are prepared and the directors dissent from the action taken is entered in those minutes;
or (iii) the director delivers written notice of his or her dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation immediately after adjournment
of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor
of such action.
Section 10. COMMITTEES. The Board of Directors by resolution approved by a
majority of all the directors in office when the action is taken (if a quorum of the directors is
present and acting) may designate one or more committees, including an executive committee. Each
such committee shall consist of at least one director. To the extent provided in said resolution as
initially adopted, and as thereafter supplemented or amended by further resolution adopted by a
like vote, each such committee shall have and may exercise, when the Board of Directors is not in
session, the authority of the Board of Directors in the management of the business and affairs of
the corporation, subject to any limitations set forth in these By-Laws or the Wisconsin Business
Corporation Law. Unless otherwise provided by the Board of Directors, members of a committee shall
serve at the pleasure of the Board of Directors. The Board of Directors also at any time may elect
one or more of its members as alternate members of any such committee who may take the place of any
absent member or members at any meeting of such committee, upon request by the Chief Executive
Officer or upon request by the chairman of such meeting. Subject to any provision of law and these
By-Laws, each such committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board of Directors may
request.
Section 11. INFORMAL ACTION WITHOUT MEETING. Any action required or permitted
by the Articles of Incorporation or By-Laws or any provision of law to be taken by the Board of
Directors at a meeting may be taken without a meeting if the action is taken by all members of the
Board, and the action is evidenced by one or more written consents describing the action taken,
signed by each director and retained by the corporation.
Section 12. TELEPHONIC MEETINGS. Except as herein provided and notwithstanding
any place set forth in the notice of the meeting or these By-Laws, the Board of Directors (and any
committees thereof) may participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all participating directors may
simultaneously hear each other during the meeting, including a conference telephone call. If a
meeting is conducted through the use of such means, all participating directors shall be informed
that a meeting is taking place at which official business may be transacted. Any participant in a
meeting by such means shall be deemed present in person at such meeting. If action is to be taken
at any meeting held by such means on (i) a plan of merger or share exchange; (ii)
10
a sale, lease, exchange or other disposition of substantial property or assets of the
corporation; (iii) a voluntary dissolution or the revocation of voluntary dissolution proceedings;
or (iv) a filing for bankruptcy, then the identity of each director participating in such meeting
must be verified by the disclosure of each such directors social security number to the chairman
of the meeting or in such other manner as such chairman deems reasonable under the circumstances
before a vote may be taken on any of the foregoing matters. For purposes of the preceding clause
(ii), the phrase substantial property or assets shall mean property or assets of the corporation
having a net book value on the date of such meeting equal to 10% or more of the net book value of
all of the consolidated property and assets of the corporation on and as of the close of the fiscal
year last ended prior to the date of such meeting. Notwithstanding the foregoing, no action may be
taken at any meeting held by such means on any particular matter which the Chairman of the Board
(or chairman of the committee) determines, in his or her discretion, to be inappropriate under the
circumstances for action at a meeting held by such means, such determination to be made and
announced in the notice of such meeting.
Section 13. RESIGNATION.
(a) A director may resign at any time by delivering written notice to the chairperson of the
Board of Directors or to the corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date.
(b) If, in a director election under Article II, Section 13 of these By-Laws, neither an
incumbent director nominated for election nor any successor to such incumbent is elected, such
incumbent director shall promptly tender his or her resignation to the Board of Directors. The
Corporate Governance Committee of the Board of Directors (or other committee of the Board of
Directors performing a similar function) shall make a recommendation to the Board of Directors as
to whether to accept or reject the tendered resignation, or whether other action should be taken.
The Board of Directors shall act on the tendered resignation, taking into account the Corporate
Governance Committees recommendation, and publicly disclose (by a press release, a filing with the
Securities and Exchange Commission or other broadly disseminated means of communication) its
decision regarding the tendered resignation and the rationale behind the decision within 90 days
from the date of the certification of the election results. The Corporate Governance Committee in
making its recommendation, and the Board of Directors in making its decision, may each consider any
factors or other information that it considers appropriate and relevant. The director who tenders
his or her resignation shall not participate in the recommendation of the Corporate Governance
Committee or the decision of the Board of Directors with respect to his or her resignation. If
such incumbent directors resignation is not accepted by the Board of Directors, such director
shall continue to serve until the next annual meeting and until his or her successor is duly
elected, or his or her earlier resignation or removal.
ARTICLE IV
OFFICERS
Section 1. NUMBER. The principal officers of the corporation shall be a
Chairman of the Board of Directors (said office to exist at such times as the Board of Directors
shall deem advisable), a President, one or more Vice Presidents, a Secretary, and a Treasurer, each
of whom shall be elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors or, to the extent
authorized by the Board of Directors or by these By-Laws, by a duly appointed officer of the
Corporation. Any two or more offices may be held by the same person. The Chairman of the Board,
shall be chosen from among the Board of Directors; the other officers need not be directors.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation to be
elected by the Board of Directors shall be elected annually at the first meeting of the Board of
Directors following the annual meeting of shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly elected or until his death or
until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. RESIGNATION. An officer may resign at any time by delivering
written notice to the corporation. The resignation is effective when the notice is delivered,
unless the notice specifies a later effective date and the corporation
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accepts the later effective date.
Section 4. REMOVAL. The Board of Directors may remove any officer and, unless
restricted by the By-Laws or by the Board of Directors, an officer may remove any officer or
assistant officer appointed by that officer, at any time, with or without cause and notwithstanding
the contract rights, if any, of the officer removed. The appointment of an officer does not itself
create contract rights.
Section 5. CHAIRMAN; PRESIDENT. The Chairman of the Board shall be the Chief
Executive Officer of the Corporation and, subject to the control of the Board of Directors, shall
in general supervise and control the business and affairs of the corporation. He shall have
authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such
agents and employees of the corporation as he shall deem necessary, to prescribe their powers,
duties, and compensation and to delegate authority to them. The President shall be the Chief
Operating Officer of the Corporation, and shall have authority to appoint one or more Assistant
Secretaries of the Corporation from time to time for limited purposes, which he shall do by giving
the Secretary notice of any such appointment. Such agents, employees and officers shall hold office
at the discretion of the President. Both the Chairman of the Board and the President 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 corporations 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, either of them may authorize any Vice President or other officer or
agent of the corporation to sign, execute and acknowledge such documents or instruments in his
place and stead. The President shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors or by the Executive Committee from
time to time. In the absence of the Chairman of the Board, or the event of his death, inability or
refusal to act, the Vice Chairman, if any, or the President shall preside at meetings of the
shareholders and of the Board of Directors.
Section 6. THE VICE PRESIDENTS. Any Vice President may sign deeds, mortgages,
stock certificates, contracts and other instruments in the absence of the Chairman of the Board and
the President and the execution of any instrument by any Vice President shall be conclusive
evidence of the absence of the President at the time of execution of such instrument. The Vice
Presidents shall perform such duties as usually devolve upon such office and as may from time to
time be assigned to them by the Board of Directors or by the Executive Committee or by the Chief
Executive Officer, or by the President.
At the request of the President, or in his absence or disability, the Vice President
designated by the President (or in the absence of such designation, the Vice President designated
by the Board of Directors or Executive Committee or Chairman of the Board) 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.
Section 7. THE SECRETARY. The Secretary shall: (a) keep as permanent records
any of the following that has been prepared: minutes of the shareholders and of the Board of
Directors meetings; records of actions taken by the shareholders or the Board of Directors without
a meeting; and records of actions taken by a committee of the Board of Directors in place of the
Board of Directors and on behalf of the Corporation; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the corporation under its seal is duly
authorized; (d) maintain or cause an authorized agent to maintain a record of the corporations
shareholders, in a form that permits preparation of a list of the names and addresses of all
shareholders, by class or series of shares and showing the number and class or series of shares
held by each shareholder; (e) sign with the Chairman or the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of Secretary and have
such other duties and exercise such authority as from time to time may be delegated or assigned to
him by the Chief Executive Officer, 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 duties in such sum and with such surety or
sureties as the Board of Directors shall determine. Subject to the review of and approval by the
Chief Financial Officer of all acts affecting his duties and responsibilities as Treasurer,
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he shall: (a) have charge and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the provisions of Article V
of these By-Laws; (b) maintain appropriate accounting records for the Corporation; and (c) in
general perform all of the duties incident to the office of Treasurer and have such other duties
and exercise such other authority as from time to time may be delegated or assigned to him by the
Chief Executive Officer, 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 and as these By-Laws or the Board of Directors may from time to time authorize a
duly appointed officer to appoint. 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 Chief Executive Officer, 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 officer 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 is so appointed to be assistant, or as to which he
is so appointed to act, except as such power may be otherwise defined or restricted by the Board of
Directors.
Section 11. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS LOANS, CHECKS
AND DEPOSITS
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 resolution of the Board of Directors.
Section 4. DEPOSITS. All funds of the corporation not otherwise employed 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 TRANSFER
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 Chairman, the President or a Vice President and by the
Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation or a
facsimile thereof. Such signatures upon a certificate may be facsimiles if the certificate is
countersigned by the transfer
13
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 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 certificate for a like number of shares shall have been
surrendered and 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 corporation as the Board of
Directors may prescribe.
Section 2. UNCERTIFIED SHARES. The Board of Directors hereby authorizes the
issuance of any shares of its classes or series without certificates to the full extent that the
Secretary of the corporation determines that such issuance is allowed by applicable law and rules
of the New York Stock Exchange, any such determination to be conclusively evidenced by the delivery
to the corporations transfer agent and registrar by the Secretary of a certificate referring to
this bylaw and providing instructions of the Secretary to the transfer agent and registrar to issue
any such shares without certificates in accordance with applicable law. In any event, the foregoing
authorization does not affect shares already represented by certificates until the certificates are
surrendered to the corporation.
Section 3. TRANSFER OF SHARES. Transfer of shares of the corporation shall be
made on the stock transfer books of the corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or by his 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 if such shares are
represented by certificates. 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 Board of Directors may appoint a registrar and/or transfer agent for any stock of the
corporation and may provide that all certificates of stock issued be countersigned by such
registrar and/or transfer agent.
Section 4. STOCK REGULATIONS. 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 and registration of
certificates representing shares of the corporation.
ARTICLE VII
SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the words JOHNSON CONTROLS, INC., MILWAUKEE, WIS. around the
circumference, and the words, CORPORATE SEAL in the center.
ARTICLE VIII
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. The affirmative vote of shareholders
possessing at least four-fifths of the voting power of the then outstanding shares of all classes
of stock of the Corporation generally possessing voting rights in elections for directors,
considered for this purpose as one class (subject to the rights of holders of any class or series
of stock having a preference over the Common Stock of the Corporation as to dividends or upon
liquidation), shall be required to amend, alter, change or repeal Sections 4 and 13 of Article II
of these By-Laws; Sections 1 and 7 of Article III of these By-Laws; Section 2 of Article VIII of
these By-Laws; and this Section, or any provision of any of the foregoing. Subject to the foregoing
and to any other restriction contained in any specific By-Law, these By-Laws or any provision
hereof may be altered, amended or repealed by vote of the holders of a majority interest of the
stock of the corporation present or represented at a meeting of the shareholders, annual or special
(at which a quorum shall be present), where the proposed action is properly brought before the
meeting.
Section 2. AMENDMENT BY DIRECTORS. A Requisite Vote, as defined in Section 1
of Article III of these By-
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Laws, shall be required to amend, alter, change or repeal Sections 4 and 13 of Article II of
these By-Laws; Sections 1 and 7 of Article III of these By-Laws; Section 1 of Article VIII of these
By-Laws; and this Section, or any provision of any of the foregoing. Subject to the foregoing, to
action by the shareholders prohibiting the exercise of such power generally or in particular
instances and to any restriction contained in any Specific By-Law, the Board of Directors may
alter, amend, or repeal these By-Laws or any provision hereof or may enact additional By-Laws by a
vote of the majority of the whole Board at any meeting of the Board.
By-Laws altered, amended, repealed or enacted by the directors under the power hereby
conferred may be altered or repealed by the shareholders at any annual meeting or at any special
meeting thereof.
ARTICLE IX
NOTICES
Except as otherwise required by law or these By-Laws, any notice required to be given by these
By-Laws may be given orally or in writing, and notice may be communicated in person; by telephone,
facsimile, e-mail, or other form of wire or wireless communication; or by mail, private carrier, or
overnight courier. Except where these By-Laws require a notice to be delivered to or received by
the recipient of the notice, written notice required to be given by these By-Laws is effective, if
communicated (i) by mail, when deposited in the United States, if mailed postpaid and correctly
addressed, or (ii) by private carrier, including any overnight courier or other commercial delivery
service, when delivered to the carrier.
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