Harley Davidson 2012 Annual Report Download - page 126

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the case of any Special Meeting called by the Board of Directors upon the
demand of shareholders (a “Demand Special Meeting”), the date of the
Demand Special Meeting shall be not more than 70 days after the Meeting
Record Date (as defined in Section 1.05 of these by-laws); provided that in the
event that the directors then in office fail to designate an hour and date for a
Demand Special Meeting within 10 days after the date that valid written
demands for such meeting by the holders of record as of the Demand Record
Date 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, calculated as if the
Demand Record Date were the record date for the Special Meeting, are
delivered to the corporation (the “Delivery Date”), then such meeting shall be
held at 2:00 p.m. (local time) on the 100th day after the Delivery Date or, if
such 100th day is not a Business Day (as defined below), on the first preceding
Business Day. In fixing a meeting date for any Special Meeting, the Board of
Directors may consider such factors as it deems relevant within the good faith
exercise of its business judgment, including, without limitation, the nature of
the action proposed to be taken, the facts and circumstances surrounding any
demand for such meeting, and any plan of the Board of Directors to call an
Annual Meeting or a Special Meeting.
(f) The corporation may engage independent inspectors of elections to act as an
agent of the corporation for the purpose of promptly performing a ministerial
review of the validity of any purported written demand or demands for a
Special Meeting received by the Secretary. For the purpose of permitting the
inspectors to perform such review, no purported demand shall be deemed to
have been delivered to the corporation until the earlier of (i) 5 Business Days
following receipt by the Secretary of such purported demand and (ii) such date
as the independent inspectors certify to the corporation that the valid demands
received by the Secretary represent at least 10% of all the votes entitled to be
cast on each issue proposed to be considered at the Special Meeting calculated
as if the Demand Record Date were the record date for the Special Meeting.
Nothing contained in this paragraph shall in any way be construed to limit the
ability of the Board of Directors or any shareholder to contest the validity of
any demand, whether during or after such 5 Business Day period, or to take
any other action (including, without limitation, the commencement,
prosecution or defense of any litigation with respect thereto).
(g) For purposes of these by-laws, “Business Day” shall mean any day other than
a Saturday, a Sunday or a day on which banking institutions in the State of
Wisconsin are authorized or obligated by law or executive order to close.
1.03 Place of Meeting. The Board of Directors may designate any place, either within or
without the State of Wisconsin, as the place of meeting for any Annual Meeting or for
any Special Meeting, or for any postponement thereof. Any meeting adjourned
pursuant Section 1.06 may be reconvened at any place designated by vote of the Board
of Directors or by the Chairman of the Board or the Chief Executive Officer.
1.04 Notice of Meeting. Written notice stating the place, day and hour of any Annual
Meeting or Special Meeting shall be delivered not less than 10 (unless a longer period
is required by law) nor more than 70 days before the date of such meeting. In the