Bylaws (2007)Full Document 

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(Restated/approved 7/23/99)

Amended:                 05/07/01
09/12/01
11/20/01
02/22/02 / 04/23/02
02/28/03
02/25/05
02/24/06
07/21/06
10/27/06
12/20/07

BY-LAWS

of

GEHL COMPANY

INDEX

ARTICLE Page

I.
OFFICES  

 
1.01    Principal and Business Offices 1
1.02    Registered Office 1

II.
SHAREHOLDERS
2.01    Annual Meeting   1
2.02 Special Meetings   1
2.03    Place of Meeting   4
2.04    Notice of Meeting   4
2.05    Fixing of Record Date   5
2.06     Voting Lists   5
2.07    Quorum and Voting Requirements; Postponements; Adjournments   6
2.08    Conduct of Meetings   6
2.09    Proxies   7
2.10    Voting of Shares   7
2.11    Acceptance of Instruments Showing Shareholder Action   7
2.12    Waiver of Notice by Shareholders   8
2.13    Unanimous Consent without Meeting   8
2.14    Notice of Shareholder Business and Nomination of Directors   8

III.
BOARD OF DIRECTORS
3.01    General Powers and Number 11
3.02    Term and Qualifications 11
3.03    Nominations 11
3.04    Regular Meetings 11

3.05    Special Meetings 11
3.06    Notice; Waiver 11
3.07    Quorum 12
3.08    Manner of Acting 12
3.09    Conduct of Meetings 12
3.10    Compensation 12
3.11    Presumption of Assent 12
3.12    Committees 13
3.13    Telephonic Meetings 13
3.14    Unanimous Consent without Meeting 13

IV.
OFFICERS
4.01    Number 14
4.02    Election and Term of Office 14
4.03    Removal; Vacancies 14
4.04    Chairman of the Board 14
4.05    Chief Executive Officer 14
4.06    President 15
4.07    The Vice-Presidents 15
4.08    The Secretary 15
4.09    The Treasurer 16
4.10    Assistant Secretaries and Assistant Treasurers 16
4.11    Other Assistants and Acting Officers 16
4.12    Salaries 16

V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
5.01    Contracts 17
5.02    Loans 17
5.02    Checks, Drafts, etc. 17
5.04    Deposits 17
5.05    Voting of Securities Owned by this Corporation 17
5.06    No Nominee Procedures 18

VI.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01    Certificates for Shares; Shares Without Certificates 18
6.02    Facsimile Signatures and Seal 18
6.03    Signature by Former Officers 18
6.04    Transfer of Shares 18
6.05    Restrictions on Transfer 18
6.06    Lost, Destroyed or Stolen Certificates 19
6.07    Consideration for Shares 19
6.08    Stock Regulations 19

VII.
SEAL
7.01    Seal 19


VIII.
AMENDMENTS
8.01    By Shareholders 19
8.02    By Directors 20
8.03    Implied Amendments 20

IX.
INDEMNIFICATION
9.01    Certain Definitions 20
9.02    Mandatory Indemnification 21
9.03    Procedural Requirements 21
9.04    Determination of Indemnification 22
9.05    Mandatory Allowance of Expenses 23
9.06    Indemnification and Allowance of Expenses of Certain Others 24
9.07    Insurance 24
9.08    Notice to the Corporation 24
9.09    Severability 24
9.10    Nonexclusivity of Article IX 25
9.11    Contractual Nature of Article IX; Repeal or Limitation of Rights 25

(Restated/approved 7/23/99)









BY-LAWS

OF

GEHL COMPANY


ARTICLE I. OFFICES

        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. 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 shareholders (the “Annual Meeting”) shall be held each year at 7:00 P.M. (Central Time) on the last Thursday in April, or at such other time and date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing that number of directors equal to the number of directors in the class whose term expires at the time of the Annual Meeting and for the transaction of such other business as may properly come before the Annual Meeting in accordance with Section 2.14 of these by-laws. If the day fixed for the Annual Meeting is a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. In fixing a meeting date for any Annual Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of its business judgment.

        2.02.       Special Meetings.

        (a)        A special meeting of shareholders (a “Special Meeting”) may be called only by (i) the Chief Executive Officer; (ii) the President or (iii) the Board of Directors and shall be called by the Chief Executive Officer or the President upon the demand, in accordance with this Section 2.02, of the holders of record of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting.

        (b)        In order that the corporation may determine the shareholders entitled to demand a Special Meeting, the Board of Directors may fix a record date to determine the shareholders entitled to make such a demand (the “Demand Record Date”). The Demand Record Date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors and shall not be more than 10 days after the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. Any shareholder of record seeking to have shareholders demand a Special Meeting shall, by sending written notice to the Secretary of the corporation by hand or by certified or registered mail, return receipt requested, request the Board of Directors to fix a Demand Record Date. The Board of Directors shall promptly, but in all events within 10 days after the date on which a valid request to fix a Demand Record Date is received, adopt a resolution fixing the Demand Record Date and shall make a public announcement of such Demand Record Date. If no Demand Record Date has been fixed by the Board of Directors within 10 days after the date on which such request is received by the Secretary, the Demand Record Date shall be the 10th day after the first date on which a valid written request to set a Demand Record Date is received by the Secretary. To be valid, such written request shall set forth the purpose or purposes for which the Special Meeting is to be held, shall be signed by one or more shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative) and shall set forth all information about each such shareholder and about the beneficial owner or owners, if any, on whose behalf the request is made that would be required to be set forth in a shareholder’s notice described in paragraph (a)(ii) of Section 2.14 of these by-laws.

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