{"id":41451,"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-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-harley-davidson-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-harley-davidson-inc2.html","title":{"rendered":"By-Laws &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>                                    BY-LAWS\n                                       OF\n                             HARLEY-DAVIDSON, INC.\n                           (a Wisconsin corporation)\n\n                      (as amended through August 17, 1994)\n\n                            ARTICLE I. SHAREHOLDERS\n\n     1.01.  Annual Meeting.  The annual meeting of the shareholders of the\n            --------------                                                \ncorporation (the 'Annual Meeting') shall be held at such time and date as may be\nfixed by or under the authority of the Board of Directors, for the purpose of\nelecting directors and for the transaction of such other business as may\nproperly come before the Annual Meeting.  If the election of directors shall not\nbe held on the day fixed as herein provided for any Annual Meeting, or at any\nadjournment thereof, the Board of Directors shall cause the election to be held\nat a special meeting of the shareholders (a 'Special Meeting') as soon\nthereafter as conveniently may be.  In fixing a meeting date for any Annual\nMeeting, the Board of Directors may consider such factors as it deems relevant\nwithin the good faith exercise of its business judgment.\n\n     1.02.  Special Meetings.\n            ---------------- \n\n     (a) A Special Meeting may be called only by the Board of Directors pursuant\nto a resolution adopted by a majority of the entire Board of Directors and shall\nbe called by the Board of Directors upon the demand, in accordance with this\nSection 1.02, of the holders of record of shares representing at least 10% of\nall the votes entitled to be cast on any issue proposed to be considered at the\nSpecial Meeting.\n\n     (b) In order that the corporation may determine the shareholders entitled\nto demand a Special Meeting, the Board of Directors may fix a record date to\ndetermine the shareholders entitled to make such a demand (the 'Demand Record\nDate').  The Demand Record Date shall not precede the date upon which the\nresolution fixing the Demand Record Date is adopted by the Board of Directors\nand shall not be more than 10 days after the date upon which the resolution\nfixing the Demand Record Date is adopted by the Board of Directors.  Any\nshareholder of record seeking to have shareholders demand a Special Meeting\nshall, by sending written notice to the Secretary of the corporation by hand or\nby certified or registered mail, return receipt requested, request the Board of\nDirectors to fix a Demand Record Date.  The Board of Directors shall promptly,\nbut in all events within 10 days after the date on which a valid request to fix\na Demand Record Date is received, adopt a resolution fixing the Demand Record\nDate and shall make a public announcement of such Demand Record Date.  If no\nDemand Record Date has been fixed by the Board of Directors within 10 days after\nthe date on which such request is received by the Secretary, the Demand Record\nDate shall be the 10th day after the first day on which a valid written request\nto set a Demand Record Date is received by the Secretary.  To be valid, such\nwritten request shall set forth the purpose or purposes for which the Special\nMeeting is to be held, shall be signed by one or more shareholders of record (or\ntheir duly authorized proxies or other representatives), shall bear the date of\nsignature of each such shareholder (or proxy or other representative) and shall\nset forth all information about each such shareholder and about the beneficial\nowner or owners, if any, on whose behalf the request is made that would be\nrequired to be set forth in a shareholder's notice described in Article IX of\nthe Restated Articles of Incorporation.\n\n \n     (c) In order for a shareholder or shareholders to demand a Special Meeting,\na written demand or demands for a Special Meeting by the holders of record as of\nthe Demand Record Date of shares representing at least 10% of all the votes\nentitled to be cast on any issue proposed to be considered at the Special\nMeeting must be delivered to the corporation.  To be valid, each written demand\nby a shareholder 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 and\naddress, as they appear in the corporation's books, of each shareholder signing\nsuch demand and the class or series and number of shares of the corporation\nwhich are owned of record and beneficially by each such shareholder, shall be\nsent to the Secretary by hand or by certified or registered mail, return receipt\nrequested, and shall be received by the Secretary within 70 days after the\nDemand Record Date.\n\n     (d) The corporation shall not be required to call a Special Meeting upon\nshareholder demand unless, in addition to the documents required by paragraph\n(c) of this Section 1.02, the Secretary receives a written agreement signed by\neach Soliciting Shareholder (as defined herein), pursuant to which each\nSoliciting Shareholder, jointly and severally, agrees to pay the corporation's\ncosts of holding the Special Meeting, including the costs of preparing and\nmailing proxy materials for the corporation's own solicitation, provided that if\neach of the resolutions introduced by any Soliciting Shareholder at such meeting\nis adopted, and each of the individuals nominated by or on behalf of any\nSoliciting Shareholder for election as director at such meeting is elected, then\nthe Soliciting Shareholders shall not be required to pay such costs.  For\npurposes of this paragraph (d), the following terms shall have the meanings set\nforth below:\n\n          (i) 'Affiliate' shall have the meaning assigned to such term in Rule\n     12b-2 promulgated under the Securities Exchange Act of 1934, as amended\n     (the 'Exchange Act').\n\n          (ii) 'Participant' shall have the meaning assigned to such term in\n     Rule 14a-11 promulgated under the Exchange Act.\n\n          (iii) 'Person' shall mean any individual, firm, corporation,\n     partnership, joint venture, association, trust, unincorporated organization\n     or other entity.\n\n          (iv) 'Proxy' shall have the meaning assigned to such term in Rule 14a-\n     1 promulgated under the Exchange Act.\n\n          (v) 'Solicitation' shall have the meaning assigned to such term in\n     Rule 14a-11 promulgated under the Exchange Act.\n\n          (vi) 'Soliciting Shareholder' shall mean, with respect to any Special\n     Meeting demanded by a shareholder or shareholders, any of the following\n     Persons:\n\n               (A) if the number of shareholders signing the demand or demands\n          for a meeting delivered to the corporation pursuant to paragraph (c)\n          of this Section 1.02 is 10 or fewer, each shareholder signing any such\n          demand;\n\n \n               (B) if the number of shareholders signing the demand or demands\n          for a meeting delivered to the corporation pursuant to paragraph (c)\n          of this Section 1.02 is more than 10, each Person who either (I) was a\n          Participant in any Solicitation of such demand or demands or (II) at\n          the time of the delivery to the corporation of the documents described\n          in paragraph (c) of this Section 1.02, had engaged or intended to\n          engage in any Solicitation of Proxies for use at such Special Meeting\n          (other than a Solicitation of Proxies on behalf of the corporation);\n          or\n\n               (C) any Affiliate of a Soliciting Shareholder, if a majority of\n          the directors then in office determine, reasonably and in good faith,\n          that such Affiliate should be required to sign the written notice\n          described in paragraph (c) of this Section 1.02 and\/or the written\n          agreement described in this paragraph (d) in order to prevent the\n          purposes of this Section 1.02 from being evaded.\n\n     (e) Except as provided in the following sentence, any Special Meeting shall\nbe held at such hour and day as may be designated by the Board of Directors.  In\nthe case of any Special Meeting called by the Board of Directors upon the demand\nof shareholders (a 'Demand Special Meeting'), the date of the Demand Special\nMeeting shall be not more than 70 days after the Meeting Record Date (as defined\nin Section 1.05 of these by-laws); provided that in the event that the directors\nthen in office fail to designate an hour and date for a Demand Special Meeting\nwithin 10 days after the date that valid written demands for such meeting by the\nholders of record as of the Demand Record Date of shares representing at least\n10% of all the votes entitled to be cast on any issue proposed to be considered\nat the Special Meeting are delivered to the corporation (the 'Delivery Date'),\nthen such meeting shall be held at 2:00 pm. (local time) on the 100th day after\nthe Delivery Date or, if such 100th day is not a Business Day (as defined\nbelow), on the first preceding Business Day.  In fixing a meeting date for any\nSpecial Meeting, the Board of Directors may consider such factors as it deems\nrelevant within the good faith exercise of its business judgment, including,\nwithout limitation, the nature of the action proposed to be taken, the facts and\ncircumstances surrounding any demand for such meeting, and any plan of the Board\nof Directors to call an Annual Meeting or a Special Meeting.\n\n     (f) The corporation may engage independent inspectors of elections to act\nas an agent of the corporation for the purpose of promptly performing a\nministerial review of the validity of any purported written demand or demands\nfor a Special Meeting received by the Secretary.  For the purpose of permitting\nthe inspectors to perform such review, no purported demand shall be deemed to\nhave been delivered to the corporation until the earlier of (i) 5 Business Days\nfollowing receipt by the Secretary of such purported demand and (ii) such date\nas the independent inspectors certify to the corporation that the valid demands\nreceived by the Secretary represent at least 10% of all the votes entitled to be\ncast on each issue proposed to be considered at the Special Meeting.  Nothing\ncontained in this paragraph shall in any way be construed to limit the ability\nof the Board of Directors or any shareholder to contest the validity of any\ndemand, whether during or after such 5 Business Day period, or to take any other\naction (including, without limitation, the commencement, prosecution or defense\nof any litigation with respect thereto).\n\n     (g) For purposes of these by-laws, 'Business Day' shall mean any day other\nthan a Saturday, a Sunday or a day on which banking institutions in the State of\nWisconsin are authorized or obligated by law or executive order to close.\n\n \n     1.03.  Place of Meeting.  The Board of Directors may designate any place,\n            ----------------                                                  \neither within or without the State of Wisconsin, as the place of meeting for any\nAnnual Meeting or for any Special Meeting, or for any postponement thereof.  Any\nmeeting may be adjourned to reconvene at any place designated by vote of the\nBoard of Directors.\n\n     1.04.  Notice of Meeting.  Written notice stating the place, day and hour\n            -----------------                                                 \nof any Annual Meeting or Special Meeting shall be delivered not less than 10\n(unless a longer period is required by law) nor more than 70 days before the\ndate of such meeting.  In the event of any Demand Special Meeting, such notice\nof meeting shall be sent not more than 30 days after the Delivery Date.  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.  In the case of any\nSpecial Meeting, (a) the notice of meeting shall describe any business that the\nBoard of Directors shall have theretofore determined to bring before the meeting\nand (b) in the case of a Demand Special Meeting, the notice of meeting shall\ndescribe any business set forth in the statement of purpose of the demands\nreceived by the corporation in accordance with Section 1.02 of these by-laws.\n\n     1.05.  Fixing of Record Date.  The Board of Directors may fix in advance a\n            ---------------------                                              \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 'Meeting\nRecord Date').  In the case of any Demand Special Meeting, (i) the Meeting\nRecord Date shall be not later than the 30th day after the Delivery Date and\n(ii) if the Board of Directors fails to fix the Meeting Record Date within 30\ndays after the Delivery Date, then the close of business on such 30th day shall\nbe the Meeting Record Date.  The shareholders of record on the Meeting Record\nDate shall be the shareholders entitled to notice of and to vote at the meeting.\n\n     1.06.  Adjournment.  In the absence of a quorum, any officer entitled to\n            -----------                                                      \npreside at or to act as secretary of the meeting shall have power to adjourn the\nmeeting from time to time until a quorum is present.\n\n     1.07.  No Nominee Procedures.  The corporation has not established, and\n            ---------------------                                           \nnothing in these by-laws shall be deemed to establish, any procedure by which a\nbeneficial owner of the corporation's 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.\n\n\n                         ARTICLE II. BOARD OF DIRECTORS\n\n     2.01.  Regular Meetings.  Regular meetings of the Board of Directors shall\n            ----------------                                                   \nbe held at such times and places as may from time to time be fixed by the Board\nof Directors or as may be specified in a notice of meeting.\n\n     2.02.  Special Meetings.  Special meetings of the Board of Directors may be\n            ----------------                                                    \nheld at any time upon the call of the Chief Executive Officer and shall be\ncalled by the Chief Executive Officer or Secretary if directed by the Board of\nDirectors.\n\n \n     2.03.  Quorum.  Except as otherwise provided by law or by the Restated\n            ------                                                         \nArticles of Incorporation or these by-laws, one-half of the number of directors\nthen in office shall constitute a quorum for the transaction of business at any\nmeeting of the Board of Directors, but a majority of the directors present\n(though less than such quorum) may adjourn the meeting from time to time without\nfurther notice.\n\n     2.04.  Manner of Acting.  The act of the majority of the directors present\n            ----------------                                                   \nat a meeting at which a quorum is present shall be the act of the Board of\nDirectors, unless the act of a greater number is required by law, the Restated\nArticles of Incorporation, these by-laws or any contract or agreement to which\nthe corporation is a party.\n\n     2.05.  Committees.  There may be an Executive Committee.  There shall be an\n            ----------                                                          \nAudit Committee composed of independent directors.  There shall be a\nCompensation Committee composed of independent directors.  The Board of\nDirectors by resolution adopted by the affirmative vote of a majority of the\nnumber of directors then in office may create one or more additional committees.\nEach committee shall have two or more members who shall, unless otherwise\nprovided by the Board of Directors, serve at the pleasure of the Board of\nDirectors.  Except as otherwise provided by law, each committee, to the extent\nprovided in the resolution of the Board of Directors, shall have and may\nexercise such power and authority as the Board of Directors shall specify.\n\n     2.06.  Telephonic Meetings.  Except as herein provided and notwithstanding\n            -------------------                                                \nany place set forth in the notice of the meeting or these by-laws, members of\nthe Board of Directors (and any committee thereof) may participate in regular or\nspecial meetings by, or through the use of, any means of communication by which\nall participants may simultaneously hear each other, such as by conference\ntelephone.\n\n     2.07.  Retirement.  Notwithstanding that directors are elected for a three\n            ----------                                                         \nyear term, a director shall automatically cease to be a director of the\ncorporation effective upon the commencement of the Annual Meeting immediately\nfollowing such director's seventieth (70th) birthday.  Each director, other than\na director who is serving or has served as the Chief Executive Officer of the\ncorporation, whose position of principal employment, occupation or affiliation\nchanges substantially, and each director who develops a conflict of interest\nwith the corporation as a result of changes in the business of the corporation,\nsuch director's personal interests or such director's principal employer, after\nhis or her most recent election to the Board of Directors shall submit his or\nher resignation as a director of the corporation promptly following such change,\nand the Board of Directors (without such director present if the Board of\nDirectors so chooses) shall consider whether to accept such resignation in the\ninterests of the corporation.  A director who has submitted his or her\nresignation shall not be entitled to vote upon the acceptance or rejection of\nsuch resignation by the Board of Directors.  Resignations pursuant to this bylaw\nshall be effective immediately upon acceptance by the Board of Directors or such\nlater date as determined by the Board of Directors.\n\n\n                             ARTICLE III. OFFICERS\n\n     3.01.  Officers.  The principal officers of the corporation shall be a\n            --------                                                       \nChief Executive Officer, a President, one or more Vice-Presidents, a Secretary\nand a Treasurer, each of whom shall be elected by the Board of Directors.  Such\nother officers and assistant officers as may be deemed necessary may be elected\nor appointed by the Board of Directors.  The Board of Directors may also\nauthorize any duly appointed officer to appoint one or more officers or\nassistant officers.  All officers shall\n\n \nhave the usual powers and shall have the usual duties incident to their\nrespective offices.  All officers shall be subject to the supervision and\ndirection of the Board of Directors. The authority, duties or responsibilities\nof any officer may be suspended by the Chief Executive Officer or President with\nor without cause.\n\n     3.02.  Removal.  The Board of Directors may remove any officer and, unless\n            -------                                                            \nrestricted by the Board of Directors or these by-laws, an officer may remove any\nofficer or assistant officer appointed by that officer, at any time, with or\nwithout cause.\n\n\n                         ARTICLE IV. GENERAL PROVISIONS\n\n     4.01.  Notices.  Whenever any statute, the Restated Articles of\n            -------                                                 \nIncorporation or these by-laws requires notice to be given to any director or\nshareholder, 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 thereon prepaid. Any such notice shall be deemed to\nhave been given when it is deposited in the United States mail.  Notice to\ndirectors may also be given by telegram.\n\n     4.02.  Fiscal Year.  The fiscal year of the corporation shall be fixed by\n            -----------                                                       \nthe Board of Directors.\n\n\n                           ARTICLE V. INDEMNIFICATION\n\n     5.01.  Provision of Indemnification.  The corporation shall, to the fullest\n            ----------------------------                                        \nextent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the\nWisconsin Business Corporation Law, including any amendments thereto (but in the\ncase of any such amendment, only to the extent such amendment permits or\nrequires the corporation to provide broader indemnification rights than prior to\nsuch 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.  The corporation shall\nalso indemnify an employee who is not a Director or Officer, to the extent that\nthe employee has been successful on the merits or otherwise in defense of a\nProceeding, for all Expenses incurred in the Proceeding if the employee was a\nParty because he or she is or was an employee of the corporation. The rights to\nindemnification granted hereunder shall not be deemed exclusive of any other\nrights to indemnification against Liabilities or the advancement of Expenses\nwhich a Director, Officer or employee may be entitled under any written\nagreement, Board of Directors resolution, vote of shareholders, the Wisconsin\nBusiness Corporation Law or otherwise.  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.\nAll capitalized terms used in this Section 5.01 and not otherwise defined herein\nshall have the meaning set forth in Section 180.0850 of the Wisconsin Business\nCorporation Law.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7723],"corporate_contracts_industries":[9389],"corporate_contracts_types":[9573,9574],"class_list":["post-41451","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harley-davidson-inc","corporate_contracts_industries-autos__cycles","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41451","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41451"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41451"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41451"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41451"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}