{"id":41450,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-harley-davidson-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-harley-davidson-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-harley-davidson-inc.html","title":{"rendered":"By-Laws – Harley-Davidson Inc."},"content":{"rendered":"
BY-LAWS
\nOF
\nHARLEY-DAVIDSON, INC.
\n(a Wisconsin corporation)<\/b><\/p>\n\n\n
(as amended through May\n5, 2001)<\/b><\/p>\n\n\n
ARTICLE I.\u00a0\nSHAREHOLDERS<\/b><\/p>\n\n\n
1.01.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Annual Meeting<\/u>.\u00a0 The annual meeting of the shareholders of\nthe corporation (the \u0093Annual Meeting\u0094) shall be held at such time and date as\nmay be fixed by or under the authority of the Board of Directors, for the\npurpose of electing directors and for the transaction of such other business as\nmay properly come before the Annual Meeting.\u00a0\nIf the election of directors shall not be held on the day fixed as\nherein provided for any Annual Meeting, or at any adjournment thereof, the\nBoard of Directors shall cause the election to be held at a special meeting of\nthe shareholders (a \u0093Special Meeting\u0094) as soon thereafter as conveniently may\nbe.\u00a0 In fixing a meeting date for any\nAnnual Meeting, the Board of Directors may consider such factors as it deems\nrelevant within the good faith exercise of its business judgment.<\/p>\n\n\n
1.02.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Special Meetings<\/u>.<\/p>\n\n\n
(a)\u00a0\u00a0 A Special Meeting may be called only by the\nBoard of Directors pursuant to a resolution adopted by a majority of the entire\nBoard of Directors and shall be called by the Board of Directors upon the\ndemand, in accordance with this Section 1.02, of the holders of record of\nshares representing at least 10% of all the votes entitled to be cast on any\nissue proposed to be considered at the Special Meeting.<\/p>\n\n\n
(b)\u00a0\u00a0 In order that the corporation may determine\nthe shareholders entitled to demand a Special Meeting, the Board of Directors\nmay fix a record date to determine the shareholders entitled to make such a\ndemand (the \u0093Demand Record Date\u0094).\u00a0 The\nDemand Record Date shall not precede the date upon which the resolution fixing\nthe Demand Record Date is adopted by the Board of Directors and shall not be more\nthan 10 days after the date upon which the resolution fixing the Demand Record\nDate is adopted by the Board of Directors.\u00a0\nAny shareholder of record seeking to have shareholders demand a Special\nMeeting shall, by sending written notice to the Secretary of the corporation by\nhand or by certified or registered mail, return receipt requested, request the\nBoard of Directors to fix a Demand Record Date.\u00a0 The Board of Directors shall promptly, but in all events within 10\ndays after the date on which a valid request to fix a Demand Record Date is\nreceived, adopt a resolution fixing the Demand Record Date and shall make a\npublic announcement of such Demand Record Date.\u00a0 If no Demand Record Date has been fixed by the Board of Directors\nwithin 10 days after the date on which such request is received by the\nSecretary, the Demand Record Date shall be the 10th<\/sup> day after the\nfirst day on which a valid written request to set a Demand Record Date is\nreceived by the Secretary.\u00a0 To be valid,\nsuch written request shall set forth the purpose or purposes for which the\nSpecial Meeting is to be held, shall be signed by one or more shareholders of\nrecord (or their duly authorized proxies or <\/p>\n\n\n
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other\nrepresentatives), shall bear the date of signature of each such shareholder (or\nproxy or other representative) and shall set forth all information about each\nsuch shareholder and about the beneficial owner or owners, if any, on whose\nbehalf the request is made that would be required to be set forth in a\nshareholder\u0092s notice described in Article IX of the Restated Articles of\nIncorporation.<\/p>\n\n
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(c)\u00a0\u00a0 In order for a shareholder or shareholders to\ndemand a Special Meeting, a written demand or demands for a Special Meeting by\nthe holders of record as of the Demand Record Date of shares representing at\nleast 10% of all the votes entitled to be cast on any issue proposed to be\nconsidered at the Special Meeting must be delivered to the corporation.\u00a0 To be valid, each written demand by a\nshareholder for a Special Meeting shall set forth the specific purpose or\npurposes for which the Special Meeting is to be held (which purpose or purposes\nshall be limited to the purpose or purposes set forth in the written request to\nset a Demand Record Date received by the corporation pursuant to paragraph (b)\nof this Section 1.02), shall be signed by one or more persons who as of the\nDemand Record Date are shareholders of record (or their duly authorized proxies\nor other representatives), shall bear the date of signature of each such\nshareholder (or proxy or other representative), and shall set forth the name\nand address, as they appear in the corporation\u0092s books, of each shareholder\nsigning such demand and the class or series and number of shares of the\ncorporation which are owned of record and beneficially by each such\nshareholder, shall be sent to the Secretary by hand or by certified or\nregistered mail, return receipt requested, and shall be received by the\nSecretary within 70 days after the Demand Record Date.<\/p>\n\n\n
(d)\u00a0\u00a0 The corporation shall not be required to call\na Special Meeting upon shareholder demand unless, in addition to the documents\nrequired by paragraph (c) of this Section 1.02, the Secretary receives a\nwritten agreement signed by each Soliciting Shareholder (as defined herein),\npursuant to which each Soliciting Shareholder, jointly and severally, agrees to\npay the corporation\u0092s costs of holding the Special Meeting, including the costs\nof preparing and mailing proxy materials for the corporation\u0092s own solicitation,\nprovided that if each of the resolutions introduced by any Soliciting\nShareholder at such meeting is adopted, and each of the individuals nominated\nby or on behalf of any Soliciting Shareholder for election as director at such\nmeeting is elected, then the Soliciting Shareholders shall not be required to\npay such costs.\u00a0 For purposes of this\nparagraph (d), the following terms shall have the meanings set forth below.<\/p>\n\n\n
(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u0093Affiliate\u0094 shall have the meaning\nassigned to such term in Rule 12b-2 promulgated under the Securities Exchange\nAct of 1934, as amended (the \u0093Exchange Act\u0094).<\/p>\n\n
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(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u0093Participant\u0094 shall have the meaning\nassigned to such term in Rule 14a-11 promulgated under the Exchange Act.<\/p>\n\n
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(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u0093Person\u0094 shall mean any individual,\nfirm corporation, partnership, joint venture, association, trust,\nunincorporated organization or other entity.<\/p>\n\n
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(iv)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u0093Proxy\u0094 shall have the meaning\nassigned to such term in Rule 14a-1 promulgated under the Exchange Act.<\/p>\n\n\n
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(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u0093Solicitation\u0094 shall have the meaning\nassigned to such term in Rule 14a-11 promulgated under the Exchange Act.<\/p>\n\n
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(vi)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u0093Soliciting Shareholder\u0094 shall mean,\nwith respect to any Special Meeting demanded by a shareholder or shareholders,\nany of the following Persons:<\/p>\n\n
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(A)\u00a0 if the number of shareholders signing the\ndemand or demands for a meeting delivered to the corporation pursuant to\nparagraph (c) of this Section 1.02 is 10 or fewer, each shareholder signing any\nsuch demand;<\/p>\n\n
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(B)\u00a0\u00a0 if the number of shareholders signing the\ndemand or demands for a meeting delivered to the corporation pursuant to\nparagraph (c) of this Section 1.02 is more than 10, each Person who either (I)\nwas a Participant in any Solicitation of such demand or demands or (II) at the\ntime of the delivery to the corporation of the documents described in paragraph\n(c) of this Section 1.02, had engaged or intended to engage in any Solicitation\nof Proxies for use at such Special Meeting (other than a Solicitation of\nProxies on behalf of the corporation); or<\/p>\n\n
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(C) any Affiliate of a\nSoliciting Shareholder, if a majority of the directors then in office\ndetermine, reasonably and in good faith, that such Affiliate should be required\nto sign the written notice described in paragraph (c) of this Section 1.02\nand\/or the written agreement described in this paragraph (d) in order to\nprevent the purposes of this Section 1.02 from being evaded.<\/p>\n\n
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(e)\u00a0\u00a0 Except as provided in the following sentence,\nany Special Meeting shall be held at such hour and day as may be designated by\nthe Board of Directors.\u00a0 In the case of\nany Special Meeting called by the Board of Directors upon the demand of\nshareholders (a \u0093Demand Special Meeting\u0094), the date of the Demand Special\nMeeting shall be not more than 70 days after the Meeting Record Date (as\ndefined in Section 1.05 of these by-laws); provided that in the event that the\ndirectors then in office fail to designate an hour and date for a Demand\nSpecial Meeting within 10 days after the date that valid written demands for\nsuch meeting by the holders of record as of the Demand Record Date of shares\nrepresenting at least 10% of all the votes entitled to be cast on any issue\nproposed to be considered at the Special Meeting are delivered to the\ncorporation (the \u0093Delivery Date\u0094), then such meeting shall be held at 2:00 pm.\n(local time) on the 100th<\/sup> day after the Delivery Date or, if such\n100th<\/sup> day is not a Business Day (as defined below), on the first\npreceding Business Day.\u00a0 In fixing a\nmeeting date for any Special Meeting, the Board of Directors may consider such\nfactors as it deems relevant within the good faith exercise of its business\njudgment, including, without limitation, the nature of the action proposed to\nbe taken, the facts and circumstances surrounding any demand for such meeting,\nand any plan of the Board of Directors to call an Annual Meeting or a Special\nMeeting.<\/p>\n\n\n
(f)\u00a0\u00a0\u00a0 The corporation may engage independent\ninspectors of elections to act as an agent of the corporation for the purpose\nof promptly performing a ministerial review of the validity of any purported\nwritten demand or demands for a Special Meeting received by the Secretary.\u00a0 For the purpose of permitting the inspectors\nto perform such review, no purported demand shall be deemed to have been\ndelivered to the corporation until the earlier of (i) 5 Business Days following\nreceipt by the Secretary of such purported demand and (ii) such date as the<\/p>\n\n\n
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independent\ninspectors certify to the corporation that the valid demands received by the\nSecretary represent at least 10% of all the votes entitled to be cast on each\nissue proposed to be considered at the Special Meeting.\u00a0 Nothing contained in this paragraph shall in\nany way be construed to limit the ability of the Board of Directors or any\nshareholder to contest the validity of any demand, whether during or after such\n5 Business Day period, or to take any other action (including, without\nlimitation, the commencement, prosecution or defense of any litigation with\nrespect thereto).<\/p>\n\n\n
(g)\u00a0\u00a0 For purposes of these by-laws, \u0093Business Day\u0094\nshall mean any day other than a Saturday, a Sunday or a day on which banking\ninstitutions in the State of Wisconsin are authorized or obligated by law or\nexecutive order to close.<\/p>\n\n\n
1.03.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Place of Meeting<\/u>. \u00a0The Board of Directors may designate any\nplace, either within or without the State of Wisconsin, as the place of meeting\nfor any Annual Meeting or for any Special Meeting, or for any postponement\nthereof.\u00a0 Any meeting may be adjourned\nto reconvene at any place designated by vote of the Board of Directors.<\/p>\n\n\n
1.04.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Notice of Meeting<\/u>.\u00a0 Written notice stating the place, day and\nhour of any Annual Meeting or Special Meeting shall be delivered not less than\n10 (unless a longer period is required by law) nor more than 70 days before the\ndate of such meeting.\u00a0 In the event of\nany Demand Special Meeting, such notice of meeting shall be sent not more than\n30 days after the Delivery Date.\u00a0 Unless\notherwise required by the law, a notice of an Annual Meeting need not include a\ndescription of the purpose for which the meeting is called.\u00a0 In the case of any Special Meeting, (a) the\nnotice of meeting shall describe any business that the Board of Directors shall\nhave theretofore determined to bring before the meeting and (b) in the case of\na Demand Special Meeting, the notice of meeting shall describe any business set\nforth in the statement of purpose of the demands received by the corporation in\naccordance with Section 1.02 of these by-laws.<\/p>\n\n\n
1.05.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Fixing of Record Date<\/u>.\u00a0 The Board of Directors may fix in advance a\ndate not less than 10 days and not more than 70 days prior to the date of any\nAnnual Meeting or Special Meeting as the record date for the determination of\nshareholders entitled to notice of, or to vote at, such meeting (the \u0093Meeting\nRecord Date\u0094).\u00a0 In the case of any\nDemand Special Meeting, (i) the Meeting Record Date shall be not later than the\n30th<\/sup> day after the Delivery Date and (ii) if the Board of Directors\nfails to fix the Meeting Record Date within 30 days after the Delivery Date,\nthen the close of business on such 30th<\/sup> day shall be the Meeting\nRecord Date.\u00a0 The shareholders of record\non the Meeting Record Date shall be the shareholders entitled to notice of and\nto vote at the meeting.<\/p>\n\n\n
1.06.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Adjournment<\/u>.\u00a0 In the absence of a quorum, any officer\nentitled to preside at or to act as secretary of the meeting shall have the\npower to adjourn the meeting from time to time until a quorum is present.<\/p>\n\n\n
1.07.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 No Nominee Procedures<\/u>.\u00a0 The corporation has not established, and\nnothing in these by-laws shall be deemed to establish, any procedure by which a\nbeneficial owner of the corporation\u0092s shares that are registered in the name of\na nominee is recognized by the corporation as the shareholder under Section\n180.0723 of the Wisconsin Business Corporation Law.<\/p>\n\n\n
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ARTICLE II.\u00a0\nBOARD OF DIRECTORS<\/b><\/p>\n\n\n
2.01.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Regular Meetings<\/u>.\u00a0 Regular meetings of the Board of Directors\nshall be held at such times and places as may from time to time be fixed by the\nBoard of Directors or as may be specified in a notice of meeting.<\/p>\n\n\n
2.02.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Special Meetings<\/u>.\u00a0 Special meetings of the Board of Directors\nmay be held at any time upon the call of the Chief Executive Officer and shall\nbe called by the Chief Executive Officer or Secretary if directed by the Board\nof Directors.<\/p>\n\n\n
2.03.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Quorum<\/u>.\u00a0 Except as otherwise provided by law or by the Restated Articles\nof Incorporation of these by-laws, one-half of the number of directors then in\noffice shall constitute a quorum for the transaction of business at any meeting\nof the Board of Directors, but a majority of the directors present (through\nless than such quorum) may adjourn the meeting from time to time without\nfurther notice.<\/p>\n\n\n
2.04.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Manner of Acting<\/u>.\u00a0 The act of the majority of the directors\npresent at a meeting at which a quorum is present shall be the act of the Board\nof Directors, unless the act of a greater number is required by law, the\nRestated Articles of Incorporation, these by-laws or any contract or agreement\nto which the corporation is a party.<\/p>\n\n\n
2.05.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Committees<\/u>.\u00a0 There may be an Executive Committee.\u00a0 There shall be an Audit Committee composed\nof independent directors.\u00a0 There shall\nbe a Compensation Committee composed of independent directors.\u00a0 The Board of Directors by resolution adopted\nby the affirmative vote of a majority of the number of directors then in office\nmay create one or more additional committees.\u00a0\nEach committee shall have two or more members who shall, unless\notherwise provided by the Board of Directors, serve at the pleasure of the\nBoard of Directors.\u00a0 Except as otherwise\nprovided by law, each committee, to the extent provided in the resolution of\nthe Board of Directors, shall have and may exercise such power and authority as\nthe Board of Directors shall specify.<\/p>\n\n\n
2.06.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Telephonic Meetings<\/u>.\u00a0 Except as herein provided and\nnotwithstanding any place set forth in the notice of the meeting of these\nby-laws, members of the Board of Directors (and any committee thereof) may\nparticipate in regular or special meetings by, or through the use of, any means\nof communication by which all participants may simultaneously hear each other,\nsuch as by conference telephone.<\/p>\n\n\n
2.07.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Retirement<\/u>.\nNotwithstanding that directors are elected for a three year term, a director\nshall automatically cease to be a director of the corporation effective upon\nthe earliest of the following:\u00a0 (a) the\ncommencement of the Annual Meeting immediately following such director\u0092s\nseventieth (70th<\/sup>) birthday; (b) as to any director whose first\nelection as a director occurred at an Annual Meeting, the commencement of the\nfifteenth (15th<\/sup>) Annual Meeting thereafter; and (c) as to any\ndirector whose first election as a director did not occur at an Annual Meeting,\nthe commencement of the Annual Meeting immediately following the fifteenth (15th<\/sup>)\n<\/p>\n\n
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anniversary of the date such director began\nserving as a director. Each director, other than a director who is serving or\nhas served as the Chief Executive Officer of the corporation, whose position of\nprincipal employment, occupation or affiliation changes substantially, and each\ndirector who develops a conflict of interest with the corporation as a result\nof changes in the business of the corporation, such director\u0092s personal\ninterests or such director\u0092s principal employer, after his or her most recent\nelection to the Board of Directors shall submit his or her resignation as a\ndirector of the corporation promptly following such change, and the Board of\nDirectors (without such director present if the Board of Directors so chooses)\nshall consider whether to accept such resignation in the interests of the\ncorporation.\u00a0 A director who has\nsubmitted his or her resignation shall not be entitled to vote upon the\nacceptance or rejection of such resignation by the Board of Directors.\u00a0 Resignations pursuant to this bylaw shall be\neffective immediately upon acceptance by the Board of Directors or such later\ndate as determined by the Board of Directors.<\/p>\n\n
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ARTICLE III.\u00a0\nOFFICERS<\/b><\/p>\n\n\n
3.01.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Officers<\/u>.\u00a0 The principal officers of the corporation\nshall be a Chief Executive Officer, a President, one or more Vice-Presidents, a\nSecretary and a Treasurer, each of whom shall be elected by the Board of\nDirectors.\u00a0 Such other officers and\nassistant officers as may be deemed necessary may be elected or appointed by\nthe Board of Directors.\u00a0 The Board of\nDirectors may also authorize any duly appointed officer to appoint one or more\nofficers or assistant officers.\u00a0 All\nofficers shall have the usual powers and shall have the usual duties incident\nto their respective offices.\u00a0 All\nofficers shall be subject to the supervision and direction of the Board of\nDirectors.\u00a0 The authority, duties or\nresponsibilities of any officer may be suspended by the Chief Executive Officer\nor President with or without cause.<\/p>\n\n\n
3.02.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Removal<\/u>.\u00a0 The Board of Directors may remove any\nofficer and, unless restricted by the Board of Directors or these by-laws, an\nofficer may remove any officer or assistant officer appointed by that officer,\nat any time, with or without cause.<\/p>\n\n\n
ARTICLE IV.\u00a0 GENERAL PROVISIONS<\/b><\/p>\n\n\n
4.01.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Notices<\/u>.\u00a0 Whenever any statute, the Restated Articles\nof Incorporation of these by-laws requires notice to be given to any director\nor shareholder, such notice may be given in writing by mail, addressed to such\ndirector or shareholder at his address as it appears on the records of the\ncorporation, with postage therein prepaid.\u00a0\nAny such notice shall be deemed to have been given when it is deposited\nin the United States mail.\u00a0 Notice to\ndirectors may also be given by telegram.<\/p>\n\n\n
4.02.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Fiscal Year<\/u>.\u00a0 The fiscal year of the corporation shall be\nfixed by the Board of Directors.<\/p>\n\n\n
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ARTICLE V.\u00a0\nINDEMNIFICATION<\/b><\/p>\n\n\n
5.01.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Provision of Indemnification<\/u>.\u00a0 The corporation shall, to the fullest extent\npermitted or required by Sections 180.0850 to 180.0859, inclusive, of the\nWisconsin Business Corporation Law, including any amendments thereto (but in\nthe case of any such amendment, only to the extent such amendment permits or\nrequires the corporation to provide broader indemnification rights than prior\nto such amendment), indemnify its Directors and Officers against any and all\nLiabilities, and advance any and all reasonable Expenses, incurred thereby in\nany Proceedings to which any such Director or Officer is a Party because he or\nshe is or was a Director or Officer of the corporation.\u00a0 The corporation shall also indemnify an\nemployee who is not a Director or Officer, to the extent that the employee has\nbeen successful on the merits or otherwise in defense of a Proceeding, for all\nExpenses incurred in the Proceeding if the employee was a Party because he or\nshe is or was an employee of the corporation.\u00a0\nThe rights to indemnification granted hereunder shall not be deemed\nexclusive of any other rights to indemnification against Liabilities or the\nadvancement of Expenses which a Director, Officer or employee may be entitled\nunder any written agreement, Board of Directors resolution, vote of\nshareholders, the Wisconsin Business Corporation Law or otherwise.\u00a0 The corporation may, but shall not be\nrequired to, supplement the foregoing rights to indemnification against\nLiabilities and advancement of Expenses under this Section 5.01 by the purchase\nof insurance on behalf of any one or more of such Directors, Officers or\nemployees, whether or not the corporation would be obligated to indemnify or\nadvance Expenses to such Director, Officer or employee under this Section 5.01.\u00a0 All capitalized terms used in this Section\n5.01 and not otherwise defined herein shall have the meaning set forth in\nSection 180.0850 of the Wisconsin Business Corporation Law.<\/p>\n\n\n
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