Harley Davidson 2012 Annual Report Download - page 122

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1
BY-LAWS
OF
HARLEY-DAVIDSON, INC.
(a Wisconsin corporation)
(as amended through December 4, 2012)
ARTICLE I. SHAREHOLDERS
1.01 Annual Meeting.
(a) The annual meeting of the shareholders of the corporation (the “Annual
Meeting”) 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 properly come before the
Annual Meeting. If the election of directors shall not be held on the day fixed
as herein provided for any Annual Meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders (a “Special Meeting”) as soon thereafter as conveniently may
be. 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.
(b) In addition to the contents that Section (b) of Article VI of the Restated
Articles of Incorporation requires with respect to a notice that a shareholder
delivers under such section, the notice shall include the Share Information (as
defined below) with respect to the shareholder. The chairman of the Annual
Meeting or Special Meeting may refuse to acknowledge the nomination of any
person not made in compliance with Section (b) of Article VI of the Restated
Articles of Incorporation and the foregoing.
(c) In addition to the contents that Article IX of the Restated Articles of
Incorporation requires with respect to a notice that a shareholder delivers under
such section, the notice shall include the Share Information with respect to the
shareholder. The chairman of the Annual Meeting or Special Meeting may
refuse to acknowledge any proposal not made in compliance with Article IX of
the Restated Articles of Incorporation and the foregoing.
(d) For purposes of these by-laws, the term “Share Information” shall mean (1) the
class or series and number of shares of the corporation that are owned, directly
or indirectly, of record and/or beneficially by a shareholder, any beneficial
owner on whose behalf the shareholder is acting and any of their respective
Affiliates (as defined below), (2) any option, warrant, convertible security,
stock appreciation right or similar right with an exercise or conversion
privilege or a settlement payment or mechanism at a price related to any class
or series of shares of the corporation or with a value derived in whole or in part
from the value of any class or series of shares of the corporation, whether or
not such instrument or right shall be subject to settlement in the underlying
class or series of capital stock of the corporation or otherwise (a “Derivative