Harley Davidson 2012 Annual Report Download - page 123

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2
Instrument”) directly or indirectly owned beneficially by such shareholder, any
such beneficial owner and any of their respective Affiliates, and any other
direct or indirect opportunity to profit or share in any profit derived from any
increase or decrease in the value of shares of the corporation, (3) any proxy,
agreement, arrangement, understanding, or relationship pursuant to which such
shareholder has a right to vote any shares of any security of the corporation,
(4) any short interest in any security of the corporation (for purposes of these
by-laws, a person shall be deemed to have a short interest in a security if such
person directly or indirectly, through any agreement, arrangement,
understanding, relationship or otherwise, has the opportunity to profit or share
in any profit derived from any decrease in the value of the subject security), (5)
any rights to dividends on the shares of the corporation owned beneficially by
such shareholder that are separated or separable from the underlying shares of
the corporation, (6) any proportionate interest in shares of the corporation or
Derivative Instruments held, directly or indirectly, by a general or limited
partnership in which such shareholder or beneficial owner is a general partner
or, directly or indirectly, beneficially owns an interest in a general partner and
(7) any performance-related fees (other than asset-based fee) that such
shareholder, any such beneficial owner and any of their respective Affiliates
are entitled to based on any increase or decrease in the value of shares of the
corporation or Derivative Instruments, if any, as of the date of such notice,
including without limitation any such interests held by members of such
person’s immediate family as defined in Item 404 of Regulation S-K.
1.02 Special Meetings.
(a) A Special Meeting may be called only by the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of Directors and shall be
called by the Board of Directors upon the demand, in accordance with this
Section 1.02, 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