S-1: General form of registration statement for all companies including face-amount certificate companies

Published on October 9, 2001


EXHIBIT 3.3

BY-LAWS



OF



COORDINATED CARE CORPORATION
(a Wisconsin corporation)


Adopted June 24, 1993


BY-LAWS

OF

COORDINATED CARE CORPORATION
(a Wisconsin corporation)



Introduction - Variable References


0.01. Date of annual shareholders' meeting (See Section 2.01): As determined
by the Board of Directors.


0.02. Required notice of shareholders' meeting (See Section 2.04): not less
than 10 days.


0.03. Authorized number of Directors (See Section 3.01): 7.


0.04. Required notice of Directors' meeting (See Section 3.05): not less
than 48 hours.




TABLE OF CONTENTS
-----------------

ARTICLE I. OFFICES

1.01 Principal and Business Offices ................................... 1
1.02 Registered Office ................................................ 1

ARTICLE II. SHAREHOLDERS

2.01 Annual Meeting ................................................... 1
2.02 Special Meeting .................................................. 1
2.03 Place of Meeting ................................................. 1
2.04 Notice of Meeting ................................................ 1
2.05 Fixing of Record Date ............................................ 2
2.06 Voting Record .................................................... 3
2.07 Quorum and Voting Requirements; Postponements; Adjournments ...... 3
2.08 Conduct of Meetings .............................................. 4
2.09 Proxies .......................................................... 4
2.10 Voting of Shares ................................................. 5
2.11 Voting of Shares by Certain Holders .............................. 5
(a) Other Corporations .......................................... 5
(b) Legal Representatives and Fiduciaries ....................... 5
(c) Pledgees .................................................... 5
(d) Treasury Stock and Subsidiaries ............................. 5
(e) Minors ...................................................... 6
(f) Incompetents and Spendthrifts ............................... 6
(g) Joint Tenants ............................................... 6
2.12 Waiver of Notice By Shareholders ................................. 6
2.13 Majority Consent Without Meeting ................................. 7

ARTICLE III. BOARD OF DIRECTORS

3.01 General Powers and Number ........................................ 7
3.02 Tenure and Qualifications ........................................ 7
3.03 Regular Meetings ................................................. 7
3.04 Special Meetings ................................................. 8
3.05 Notice; Waiver ................................................... 8
3.06 Quorum ........................................................... 9
3.07 Manner of Acting ................................................. 9
3.08 Conduct of Meetings .............................................. 9
3.09 Vacancies ........................................................ 9
3.10 Compensation ..................................................... 9
3.11 Presumption of Assent ............................................ 10
3.12 Committees ....................................................... 10
3.13 Unanimous Consent Without Meeting ................................ 10
3.14 Meetings By Telephone Or By Other Communication Technology ....... 11


(i)



ARTICLE IV. OFFICERS

4.01 Number ........................................................... 11
4.02 Election and Term of Office....................................... 11
4.03 Removal .......................................................... 11
4.04 Vacancies ........................................................ 11
4.05 Chairman of the Board ............................................ 11
4.06 Vice Chairman of the Board ....................................... 11
4.07 President ........................................................ 12
4.08 The Executive Vice President ..................................... 12
4.09 The Vice Presidents .............................................. 12
4.10 The Secretary .................................................... 13
4.11 The Treasurer .................................................... 13
4.12 Assistant Secretaries and Assistant Treasurers ................... 13
4.13 Other Assistants and Acting Officers ............................. 13
4.14 Salaries ......................................................... 14

ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS, CONTRACTS
LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01 Conflict of Interest Transactions ................................ 14
5.02 Contracts ........................................................ 14
5.03 Loans ............................................................ 14
5.04 Checks, Drafts, etc .............................................. 14
5.05 Deposits ......................................................... 14
5.06 Voting of Securities Owned by this Corporation ................... 14

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01 Certificates for Shares .......................................... 15
6.02 Facsimile Signatures ............................................. 15
6.03 Signature by Former Officers ..................................... 15
6.04 Transfer of Shares ............................................... 16
6.05 Restrictions on Transfer ......................................... 16
6.06 Lost, Destroyed or Stolen Certificates ........................... 16
6.07 Consideration for Shares ......................................... 16
6.08 Stock Regulations ................................................ 17

ARTICLE VII. INDEMNIFICATION

7.01 Indemnification for Successful Defense ........................... 17
7.02 Other Indemnification ............................................ 17
7.03 Allowance of Expenses ............................................ 17

ARTICLE VIII. SEAL

ARTICLE IX. AMENDMENTS

9.01 By Shareholders .................................................. 18
9.02 By Directors ..................................................... 18
9.03 Implied Amendments ............................................... 18

ARTICLE X. SHAREHOLDER AGREEMENT


(ii)


ARTICLE I. OFFICERS

1.01 Principal and Business Offices. The Corporation may have such
------------------------------
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

1.02 Registered Office. 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 or by the registered agent. The business
office of the registered agent of the Corporation shall be identical to such
registered office.

ARTICLE II. SHAREHOLDERS

2.01 Annual Meeting. The annual meeting of the shareholders shall be
--------------
held at such time and date as may be fixed by or under the authority of the
Board of Directors, for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Wisconsin,
such meeting shall be held on the next succeeding business day. If the election
of Directors shall not be held on the day designated herein, or fixed as herein
provided, for any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.

2.02 Special Meeting. Special meetings of the shareholders, for any
---------------
purpose or purposes, unless otherwise prescribed by the Wisconsin Business
Corporation Law, may be called by the Chairman or Vice Chairman of the Board of
Directors, the President, the Board of Directors, or the holders of at least ten
percent of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting who sign, date and deliver to the
Corporation one or more written demands for the meeting describing one or more
purposes for which it is to be held. The record date for determining
shareholders entitled to demand a special meeting shall be the date that the
first shareholder signs the demand. If duly called, the Corporation shall
communicate notice of a special meeting as set forth in Section 2.04.

2.03 Place of Meeting. The Board of Directors may designate any place,
----------------
either within or without the State of Wisconsin, as the place of meeting for any
annual or special meeting. If no designation is made, the place of meeting shall
be the principal business office of the Corporation in the State of Wisconsin.

2.04 Notice of Meeting. Notice may be communicated in person, by
-----------------
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier. Such notice stating the place, day
and hour of the meeting and, in

-1-


case of a special meeting, a description of each purpose for which the meeting
is called, shall be communicated or sent not less than the number of days set
forth in Section 0.02 (unless a longer period is required by the Wisconsin
Business Corporation Law or the Articles of Incorporation) nor more than 60 days
before the date of the meeting, by or at the direction of the Chairman or Vice
Chairman of the Board, the President, the Secretary, or other Officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. Written notice is effective at the earliest of the following:

(i) when received;

(ii) on deposit in the U.S. mail, if mailed postpaid and
correctly addressed; or

(iii) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested
and the receipt is signed by or on behalf of the
addressee.

Written notice to a shareholder shall be deemed correctly addressed if it is
addressed to the shareholder's address shown in the Corporation's current record
of shareholders. Oral notice is effective when communicated and the Corporation
shall maintain a record setting forth the date, time, manner and recipient of
the notice.

2.05 Fixing of Record Date. A "shareholder" of the
---------------------
Corporation shall mean the person in whose name shares are registered in the
stock transfer books of the Corporation or the beneficial owner of shares to the
extent of the rights granted by a nominee certificate on file with the
Corporation. Such nominee certificates, if any, shall be reflected in the stock
transfer books of the Corporation. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, the Board of Directors shall fix a future date not less
than ten days and not more than 70 days prior to the date of any meeting of
shareholders for the determination of the shareholders entitled to notice of, or
to vote at, such meeting. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, the
close of business on the day before the notice of the meeting is mailed shall be
the record date for such determination of shareholders. The Board of Directors
also may fix a future date as the record date for the purpose of determining
shareholders entitled to take any other action or determining shareholders for
any other purpose, which record date shall not be more than 70 days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall be applied to any adjournment thereof unless the Board
of Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting. The record date for determining shareholders entitled to a distribution
or a share

-2-


dividend shall be the date on which the Board of Directors authorizes the
distribution or share dividend, as the case may be, unless the Board of
Directors fixes a different record date.

2.06 Voting Record. The Officer or agent having charge of the
-------------
stock transfer books for shares of the Corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each. The Corporation shall make the shareholders' list available
for inspection by any shareholder beginning two business days after the notice
of meeting is given for which the list was prepared and continuing to the date
of the meeting, at the Corporation's principal office. Such record also shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting for
the purposes of the meeting. A shareholder or his or her agent or attorney may,
on written demand, inspect and copy the list subject to the requirements set
forth in Sections 180.1602 and 180.0720 of the Wisconsin Business Corporation
Law. The original stock transfer books shall be prima facie evidence as to who
are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this Section shall not affect the validity of any action taken at such meeting.


2.07 Quorum and Voting Requirements; Postponements;
---------------------------------------------
Adjournments. Shares entitled to vote as a separate voting group as defined in
------------
the Wisconsin Business Corporation Law may take action on a matter at a meeting
only if a quorum of those shares exists with respect to that matter. Unless the
Articles of Incorporation or the Wisconsin Business Corporation Law provides
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

Once a share is represented for any purpose at a meeting, other
than for the purpose of objecting to holding the meeting or transacting business
at the meeting, it is considered present for purposes of determining whether a
quorum exists, for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.

If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the Wisconsin Business Corporation Law requires a
greater number of affirmative votes. Unless otherwise provided in the Articles
of Incorporation of the Corporation, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present. "Plurality" means that the individuals with the largest
number of votes are elected as directors up to the maximum number of directors
to be chosen at the election.

"Voting group" means any of the following:

-3-


(i) All shares of one or more classes or series that under the
Articles of Incorporation or the Wisconsin Business Corporation Law are entitled
to vote and be counted together collectively on a matter at a meeting of
shareholders.

(ii) All shares that under the Articles of Incorporation or the
Wisconsin Business Corporation Law are entitled to vote generally on a matter.

The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled meeting; provided, however, that a special
meeting called by at least 10% of the shareholders may not be postponed beyond
the 30th day following the originally scheduled meeting. Any 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 a
meeting which was not called by at least 10% of the shareholders, by the
Chairman or Vice Chairman of the Board, the President or pursuant to a
resolution of the Board of Directors.

No notice of the time and place of adjourned meetings need be given except as
required by the Wisconsin Business Corporation 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 noticed.

2.08 Conduct of Meetings. The Chairman of the Board, or in the
-------------------
Chairman's absence, the Vice Chairman, or in the Vice Chairman's absence, the
President, or in the President's absence, the Executive Vice President (if one
is designated), or in the Executive Vice President's absence, a Vice President
in the order provided under Section 4.08, and in their absence, any person
chosen by the shareholders present shall call the meeting of the shareholders 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.

2.09 Proxies. At all meetings of shareholders, a shareholder
-------
entitled to vote may vote 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. Such proxy
appointment is effective when received by the Secretary of the Corporation
before or at the time of the meeting. Unless otherwise provided in the
appointment form of proxy, a proxy appointment may be revoked at any time before
it is voted, either by written notice filed with the Secretary or the acting
Secretary of the meeting or by oral notice

-4-


given by the shareholder to the presiding Officer during the meeting. The
presence of a shareholder who has filed his or her proxy appointment shall not
of itself constitute a revocation. No proxy appointment shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
appointment form of proxy. In addition to the presumptions set forth in Section
2.11 below, the Board of Directors shall have the power and authority to make
rules establishing presumptions as to the validity and sufficiency of proxy
appOintmentS.

2.10 Voting of Shares. Each outstanding share shall be
----------------
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
voting group or groups are enlarged, limited or denied by the Articles of
Incorporation.

2.11 Voting of Shares by Certain Holders.
-----------------------------------

(a) Other Corporations. Shares standing in the name of
------------------
another corporation may be voted either in person or by proxy, by the president
of such corporation or any other officer appointed by such president. An
appointment form of proxy executed by any principal officer of such other
corporation or assistant thereto shall be conclusive evidence of the signer's
authority to act, in the absence of express notice to this Corporation, given in
writing to the Secretary of this Corporation, or the designation of some other
person by the board of directors or by the by-laws of such other corporation.

(b) Legal Representatives and Fiduciaries. Shares held
-------------------------------------
by an administrator, executor, guardian, conservator, trustee in bankruptcy,
receiver or assignee for creditors may be voted by him, either in person or by
proxy, without a transfer of such shares into his or her name, provided 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 by him or her. Shares standing
in the name of a fiduciary may be voted by him or her, either in person or by
proxy. An appointment form of proxy executed by a fiduciary shall be conclusive
evidence of the signer's authority to act, in the absence of express notice to
this Corporation, given in writing to the Secretary of this Corporation, that
such manner of voting is expressly prohibited or otherwise directed by the
document creating the fiduciary relationship.

(c) Pledgees. A shareholder whose shares are pledged
--------
shall be entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred; provided, however, a pledgee shall be entitled
to vote shares held of record by the pledgor if the Corporation receives
acceptable evidence of the pledgee's authority to sign.

(d) Treasury Stock and Subsidiaries. Neither treasury
-------------------------------
shares, nor shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation is
held by this Corporation, shall be voted at any meeting or counted in
determining the total

-5-


number of outstanding shares entitled to vote, but shares of its own issue held
by this Corporation in a fiduciary capacity, or held by such other corporation
in a fiduciary capacity, may be voted and shall be counted in determining the
total number of outstanding shares entitled to vote.

(e) Minors. Shares held by a minor may be voted by such minor in
------
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
received written notice or has actual knowledge that such shareholder is a
minor. Shares held by a minor may be voted by a personal representative,
administrator, executor, guardian or conservator representing the minor if
evidence of such fiduciary status is presented and acceptable to the
Corporation.

(f) Incompetents and Spendthrifts. Shares held by an incompetent
-----------------------------
or spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the Corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.
Shares held by an incompetent or spendthrift may be voted by a personal
representative, administrator, executor, guardian or conservator representing
the minor if evidence of such fiduciary status is presented and acceptable to
the Corporation.

(g) Joint Tenants. Shares registered in the names of two or more
-------------
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by any one or more of such individuals if either (i)
no other such individual or his or her legal representative is present and
claims the right to participate in the voting of such shares or prior to the
vote files with the Secretary of the Corporation a contrary written voting
authorization or direction or written denial or authority of the individual
present or signing the appointment form of proxy proposed to be voted or (ii)
all such other individuals are deceased and the Secretary of the Corporation has
no actual knowledge that the survivor has been adjudicated not to be the
successor to the interests of those deceased.

2.12 Waiver of Notice by Shareholders. Whenever any notice whatsoever
--------------------------------
is required to be given to any shareholder 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 meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice and the Corporation shall include copies of such waivers in its
corporate records; provided that such waiver in respect to any matter of which
notice is required under any provision of the Wisconsin Business Corporation
Law, shall contain the same information as would have been required to be
included in such notice, except the time and place of meeting. A shareholder's
attendance at a meeting, in person or by proxy, waives objection to the
following:

-6-



(i) 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

(ii) 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.

2.13 Majority Consent Without Meeting. As provided in the Articles of
--------------------------------
Incorporation of this Corporation, any action required or permitted to be taken
at a meeting of the shareholders of the Corporation may be taken without a
meeting by shareholders who would be entitled to vote at a meeting those shares
with voting power to cast no less than the minimum number or, in the case of
voting by voting groups, numbers of votes that would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote were
present and voted. Any action so taken must be evidenced by one or more written
consents describing the action taken, signed by the number of shareholders
necessary to take the action and delivered to the Corporation for inclusion in
the corporate records.

ARTICLE III. BOARD OF DIRECTORS

3.01 General Powers and Number. 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, the Board of Directors, subject to
any limitation set forth in the Articles of Incorporation. The number of
Directors of the Corporation shall be as provided in Section 0.03. The number of
Directors may be increased or decreased from time to time by amendment to this
Section adopted by the shareholders or the Board of Directors but no decrease
shall have the effect of shortening the term of an incumbent director.

3.02 Tenure and Qualifications. Each Director shall hold office until
-------------------------
the next annual meeting of shareholders and until his or her successor shall
have been elected, or until his or her prior death, resignation or removal. A
Director may be removed from office by the shareholders if, at a meeting of
shareholders called for that purpose, the number of votes cast to remove the
Director exceeds the number of votes cast not to remove him or her; provided,
however, if a Director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
Director. A Director may resign at any time by filing his or her written
resignation with the Secretary of the Corporation. Directors need not be
residents of the State of Wisconsin or shareholders of the Corporation.

3.03 Regular Meetings. A regular meeting of the Board of Directors
----------------
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at

-7-


such meeting of shareholders. The Board of Directors may provide, by resolution,
the time and place, either within or without the State of Wisconsin, for the
holding of additional regular meetings without other notice than such
resolution.

3.04 Special Meetings. Special meetings of the Board of Directors may
----------------
be called by or at the request of the Chairman or Vice Chairman of the Board,
President, Secretary or any two Directors. The Chairman or Vice Chairman of the
Board, President, Secretary or Directors calling any special meeting of the
Board of Directors may fix any place, either within or without the State of
Wisconsin, as the place for holding any special meeting of the Board of
Directors called by them, and if no other place is fixed, the place of meeting
shall be the principal business office of the Corporation in the State of
Wisconsin.

3.05 Notice; Waiver. Notice may be communicated in person, by
--------------
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier. Notice of each meeting of the
Board of Directors (unless otherwise provided in or pursuant to Section 3.03)
shall be communicated to each Director at his or her business address or
telephone number or at such other address or telephone number as such Director
shall have designated in writing filed with the Secretary, in each case not less
than that number of hours prior thereto as set forth in Section 0.04. Written
notice is effective at the earliest of the following:

(i) when received;

(ii) on deposit in the U.S. Mail, if mailed postpaid and
correctly addressed; or

(iii) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee.

Oral notice is effective when communicated and the Corporation shall maintain a
record setting forth the date, time, manner and recipient of the notice.

Whenever any notice whatsoever 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 meeting, by the Director entitled to such notice,
shall be deemed equivalent to the giving of such notice, and the Corporation
shall retain copies of such waivers in its corporate records. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless the Director at the beginning of the meeting or
promptly upon his or her arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assert 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.

-8-


3.06 Quorum. Except as otherwise provided by the Wisconsin Business
------
Corporation Law or by the Articles of Incorporation or the By-laws, a majority
of the number of Directors as provided in Section 0.03 shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, but a
majority of the Directors present or participating (though less than such
quorum) may adjourn the meeting from time to time without further notice.

3.07 Manner of Acting. If a quorum is present or participating when a
----------------
vote is taken, the affirmative vote of a majority of Directors present or
participating is the act of the Board of Directors or a committee of the Board
of Directors, unless the Wisconsin Business Corporation Law or the Articles of
Incorporation or the By-laws require the vote of a greater number of Directors.

3.08 Conduct of Meetings. The Chairman of the Board, or in the
-------------------
Chairman's absence, the Vice Chairman, or in the Vice Chairman's absence, the
President, or in the President's absence, the Executive Vice President (if one
is designated), or in the Executive Vice President's absence, a Vice President
in the order provided under Section 4.08, and in their absence, any Director
chosen by the Directors present, shall call meetings of the Board of Directors
to order and shall act as chairman of the meeting. The Secretary of the
Corporation shall act as Secretary of all meetings of the Board of Directors,
but in the absence of the Secretary, the presiding Officer may appoint any
Assistant Secretary or any Director or other person present or participating to
act as Secretary of the meeting.

3.09 Vacancies. Any vacancy occurring in the Board of Directors,
---------
including a vacancy created by an increase in the number of Directors, may be
filled until 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, or by the shareholders; provided, that in case of a vacancy
created by the removal of a Director by vote of the shareholders, the
shareholders shall have the right to fill such vacancy at the same meeting or
any adjournment thereof.

3.10 Compensation. The Board of Directors, by affirmative-vote of a
------------
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable 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 reasonable pensions, disability or death
benefits, and other benefits of 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.

-9-


3.11 Presumption of Assent. A Director of the Corporation who is
---------------------
present at or participates in a meeting of the Board of Directors or a committee
thereof of which he or she is a member, 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 in the minutes of the meeting or unless he or she
shall file his or her written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

3.12 Committees. The Board of Directors, by resolution adopted by the
----------
affirmative vote of a majority of the number of Directors as provided in Section
0.03, may designate one or more committees, each committee to consist of two or
more Directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, 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,
except that a committee may not do any of the following: (i) authorize
distributions; (ii) approve or propose to shareholders action that the Wisconsin
Business Corporation Law requires be approved by shareholders; (iii) fill
vacancies on the Board of Directors or on any of its committees, unless the
Board of Directors provides by resolution that any vacancies on a committee
shall be filled by the affirmative vote of a majority of the remaining committee
members; (iv) amend the Articles of Incorporation under Section 180.1002 of the
Wisconsin Business Corporation Law; (v) adopt, amend or repeal the By-laws; (vi)
approve a plan of merger not requiring shareholder approval; (vii) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; or (viii) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee or a senior
executive officer of the Corporation to do so within limits prescribed by the
Board of Directors. The Board of Directors may elect one or more of its members
as alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and shall make
such reports to the Board of Directors of its activities as the Board of
Directors may request.

3.13 Unanimous Consent Without Meeting. Any action required or
---------------------------------
permitted by the Articles of Incorporation or the By-laws 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.

-lO-


3.14 Meetings By Telephone Or By Other Communication Technology.
----------------------------------------------------------
Meetings of the Board of Directors or committees may be conducted by telephone
or by other communication technology in accordance with Section 180.0820 of the
Wisconsin Business Corporation Law (or any successor statutory provision).

ARTICLE IV. OFFICERS

4.01 Number. The principal Officers of the Corporation shall be a
------
President, the number of Vice Presidents as may be determined by the Board, a
Secretary, and a Treasurer, each of whom the Board of Directors shall from time
to time determine. Such other Officers and Assistant Officers as may be deemed
necessary may be elected or appointed by the Board of Directors. The Board of
Directors may authorize a duly appointed Officer to appoint one or more Officers
or Assistant Officers. The same natural person may simultaneously hold more
than one office in the Corporation.

4.02 Election and Term of Office. The Officers of the Corporation to
---------------------------
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the 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 or her successor shall have been
duly elected or until his or her prior death, resignation or removal.

4.03 Removal. Any Officer or agent 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.

4.04 Vacancies. A vacancy in any principal office because of death,
---------
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

4.05 Chairman of the Board. The Board of Directors may at their
---------------------
discretion elect a Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the shareholders and Board of Directors, and shall
carry out such other duties and have such responsibilities as may be specified
by the Board of Directors.

4.06 Vice Chairman of the Board. The Board of Directors may at their
--------------------------
discretion elect a Vice Chairman of the Board. The Vice Chairman of the Board
shall preside, in the Chairman's absence, at all meetings of the shareholders
and Board of Directors, and shall carry out such other duties and have such
responsibilities as may be specified by the Board of Directors.

-11-


4.07 President. The President 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 all of the business and affairs of the
Corporation. In the absence of the Chairman of the Board, or if one is not
designated, he or she shall preside at all meetings of the shareholders 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 such agents and
employees of the Corporation as he or she shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to them. Such
agents and employees shall hold office at the discretion of the President. 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 chief
executive officer and such other duties as may be prescribed by the Board of
Directors from time to time.

4.08 The Executive Vice President. The Executive Vice President, if
----------------------------
one is designated, shall assist the President in the discharge of supervisory,
managerial and executive duties and functions. In the absence of the President
or in the event of his or her death, inability or refusal to act, the Executive
Vice President shall perform the duties of the President and when so acting
shall have all the powers and duties of the President. He or she shall perform
such other duties as from time to time may be assigned to him or her by the
Board of Directors or the President.

4.09 The Vice Presidents. In the absence of the President and the
-------------------
Executive Vice President or in the event of their death, inability or refusal to
act, or in the event for any reason it shall be impracticable for them to act
personally, the Vice President (or in the event there is more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him or her by the
President, the Executive Vice President or by the Board of Directors. The
execution of any instrument of the Corporation by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act in the
stead of the President.

-12-

4.10 The Secretary. The Secretary shall: (i) keep the minutes of the
-------------
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of the By-laws or as required by law; (iii) be
custodian of the corporate records; (iv) keep or arrange for the keeping of a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (v) have general charge of the stock
transfer books of the Corporation; and (vi) in general, perform all duties
incident to the office of Secretary and have such other duties and exercise such
authority as from time to time may be delegated or assigned to him or her by the
President or by the Board of Directors.

4.11 The Treasurer. The Treasurer shall: (i) have charge and
-------------
custody, of and be responsible for all funds and securities of the Corporation;
(ii) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Section 5.05 hereof; and (iii) in
general, perform all of the duties incident to the office of Treasurer and have
such other duties and exercise such other authority as from time to time may be
delegated or assigned to him or her by the President or by the Board of
Directors. 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.

4.12 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 Treasurers shall, 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.

4.13 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 as agent for the Corporation in his or her stead, or to perform the duties of
such Officer whenever, for any reason, it is impracticable for such Officer to
act personally and such assistant or acting Officer or other agent so appointed
by the Board of Directors 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.

-13-


4.14 Salaries. The salaries of the principal Officers shall be fixed
--------
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no Officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the Corporation.

ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS

5.01 Conflict of Interest Transactions. A "conflict of interest"
---------------------------------
transaction means a transaction with the Corporation in which a Director of the
Corporation has a direct or indirect interest. The circumstances in which a
Director of the Corporation has an indirect interest in a transaction include
but are not limited to a transaction under any of the following circumstances:
(i) another entity in which the Director has a material financial interest or
in which the Director is a general partner is a party to the transaction; or
(ii) another entity of which the Director is a director, officer or trustee is a
party to the transaction and the transaction is or, because of its significance
to the Corporation should be, considered by the Board of Directors of the
Corporation. A conflict of interest transaction is not voidable by the
Corporation solely because of the Director's interest in the transaction if any
of the circumstances set forth in Section 180.0831 of the Wisconsin Business
Corporation Law (or any successor statutory provision) are true or occur.

5.02 Contracts. The Board of Directors may authorize any Officer or
---------
Officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.

5.03 Loans. No indebtedness for borrowed money shall be contracted
-----
on behalf of the Corporation and no evidences of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the Board of Directors. Such authorization may be general or confined to
specific instances.

5.04 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.

5.05 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 depositories as may be selected by or under the
authority of a resolution of the Board of Directors.

5.06 Voting of Securities Owned by this Corporation. Subject always
----------------------------------------------
to the specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be

-14-


voted at any meeting of security holders of such other corporation by the
President of this Corporation if he or she is present, or in the President's
absence by the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, by any Vice President of this Corporation
who may be present, and (ii) whenever, in the judgment of the President, or in
his absence, of the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, of any Vice President, it is desirable for
this Corporation to execute an appointment of proxy or written consent in
respect to any shares or other securities issued by any other corporation and
owned by this Corporation, such proxy appointment or consent shall be executed
in the name of this Corporation by the President, Executive Vice President or
one of the Vice Presidents of this Corporation in the order as provided in
clause (i) of this Section, without necessity of any authorization by the Board
of Directors or countersignature or attestation by another Officer. Any person
or persons designated in the manner above stated as the proxy or proxies of this
Corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this Corporation
the same as such shares or other securities might be voted by this Corporation.

ARTICLE VI. CERTIFICATES FOR
SHARES AND THEIR TRANSFER

6.01 Certificates for Shares. Certificates representing shares of the
-----------------------
Corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
by another Officer designated by the President or the Board of Directors. 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 canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except as provided in Section 6.06 hereof.

6.02 Facsimile Siqnatures. The signature of the President or other
--------------------
authorized Officer upon a certificate may be a facsimile if the certificate is
manually signed on behalf of a transfer agent, or a registrar, other than the
Corporation itself or an employee of the Corporation.

6.03 Siqnature by Former Officers. In case any Officer, who has signed
----------------------------
or whose facsimile signature has been placed upon, any certificate for shares,
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.

-15-


6.04 Transfer of Shares. Prior to due presentment of a certificate for
------------------
shares for registration of transfer, the Corporation may treat the shareholder
of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and powers of an
owner. Where a certificate for shares is presented to the Corporation with a
request to register for transfer, the Corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (i) there were on or with the certificate the necessary
endorsements, and (ii) the Corporation had no duty to inquire into adverse
claims or has discharged any such duty. The Corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed by or under the authority of
the Board of Directors.

6.05 Restrictions on Transfer. The face or reverse side of each
------------------------
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares.

6.06 Lost, Destroyed or Stolen Certificates. Where the owner claims
--------------------------------------
that his or her certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (i) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, and (ii) files with the Corporation a sufficient
indemnity bond, and (iii) satisfies such other reasonable requirements as may be
prescribed by or under the authority of the Board of Directors.

6.07 Consideration for Shares. The shares of the Corporation may be
------------------------
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
received for shares may consist of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
Corporation. When the Corporation receives the consideration for which the Board
of Directors authorized the issuance of shares, the shares issued for that
consideration are fully paid and nonassessable, except as provided by Section
180.0622 of the Wisconsin Business Corporation Law (or any successor statutory
provision) which may require further assessment for unpaid wages to employees
under certain circumstances. The Corporation may place in escrow shares issued
for a contract for future services or benefits or a promissory note, or make
other arrangements to restrict the transfer of the shares, and may credit
distributions in respect of the shares against their purchase price, until the
services are performed, the benefits are received or the note is paid. If the
services are not performed, the benefits are not received or the note is not
paid, the Corporation may cancel, in whole or in part, the shares escrowed or
restricted and the distributions credited.

-16-


6.08 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 it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
Corporation.

ARTICLE VII. INDEMNIFICATION

7.01 Indemnification for Successful Defense. As required by the
--------------------------------------
Wisconsin Business Corporation Law, the Corporation shall indemnify a Director,
Officer or Employee to the extent he or she has been successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses (including
attorneys' fees and expenses of separate counsel for such Director, Officer or
Employee) incurred in the proceeding if the Director, Officer or Employee was a
party because he or she is a Director, Officer or Employee of the Corporation.

7.02 Other Indemnification. In cases not included under Section 7.01
---------------------
hereof, and as provided by Section 180.0851(2) of the Wisconsin Business
Corporation Law (or any successor statutory provision), the Corporation shall
indemnify a Director or Officer against liability incurred by the Director or
Officer in a proceeding to which the Director or Officer was a party because he
or she is a Director or Officer of the Corporation, unless liability was
incurred because the Director or Officer breached or failed to perform a duty
that he or she owes to the Corporation and the breach or failure to perform
constitutes any of the following:

(i) A wilful failure to deal fairly with the Corporation or its
shareholders in connection with a matter in which the Director or
Officer has a material conflict of interest;

(ii) 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;

(iii) A transaction from which the Director or Officer derived an
improper personal profit; or

(iv) Wilful misconduct.

7.03 Allowance of Expenses. Within ten days after receipt of a
---------------------
written request by a Director or Officer who is a party to a proceeding, the
Corporation shall pay or reimburse his or her reasonable expenses (including
attorneys' fees and expenses of separate counsel for such Director or Officer)
as incurred if the Director or Officer provides the Corporation with all of the
following:

(i) A written affirmation of his or her good faith belief that he or
she has not breached or failed to perform his or her duties to the
Corporation; and


-17-


(ii) A written undertaking, executed personally or on his or her behalf,
to repay the allowance to the extent that it is ultimately
determined under Sections 7.01 and 7.02 hereof and pursuant to
Section 180.0855 of the Wisconsin Business Corporation Law (or any
successor statutory provision) that indemnification is not
required, will not be provided, or is not so ordered by a court
under Section 180.0854 of the Wisconsin Business Corporation Law
(or any successor statutory provision). The undertaking under this
subsection shall be an unlimited general obligation of the Director
or Officer, and may be accepted without reference to his or her
ability to repay the allowance. The undertaking may be secured or
unsecured as determined by the Board of Directors.

ARTICLE VIII. SEAL

There shall be no corporate seal.

ARTICLE IX. AMENDMENTS

9.01. By Shareholders. The By-laws may be altered, amended or repealed
---------------
and new By-laws may be adopted by the shareholders by affirmative vote of not
less than a majority of the shares present or represented at an annual or
special meeting of the shareholders at which a quorum is in attendance.

9.02. By Directors. The By-laws may also be altered, amended or
------------
repealed and new By-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of Directors present at or participating in any
meeting at which a quorum is in attendance; but no By-law adopted by the
shareholders shall be amended or repealed by the Board of Directors if the
By-law so adopted so provides.

9.03. Implied Amendments. Any action taken or authorized by the
------------------
shareholders or by the Board of Directors, which would be inconsistent with the
By-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of Directors required to amend the
By-laws so that the By-laws would be consistent with such action, shall be given
the same effect as though the By-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.

ARTICLE X. SHAREHOLDER AGREEMENT

Notwithstanding any provision contained in the By-laws, the provisions
contained in any shareholder agreement entered into by and among the Corporation
and the shareholders shall govern and control in the event any conflict exists
between the By-laws and such shareholder agreement.


-18-