Harley Davidson 2012 Annual Report Download - page 127

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event of any Demand Special Meeting, such notice of meeting shall be sent prior to
the later of (x) two days after the Meeting Record Date for such Demand Special
Meeting and (y) 30 days after the Delivery Date. Unless otherwise required by the
law, a notice of an Annual Meeting need not include a description of the purpose for
which the meeting is called. In the case of any Special Meeting, (a) the notice of
meeting shall describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting and (b) in the case of a Demand Special
Meeting, the notice of meeting shall describe any business set forth in the statement of
purpose of the demands received by the corporation in accordance with Section 1.02
of these by-laws.
1.05 Fixing of Record Date. The Board of Directors may fix in advance a date not less than
10 days and not more than 70 days prior to the date of any Annual Meeting or Special
Meeting as the record date for the determination of shareholders entitled to notice of,
or to vote at, such meeting (the “Meeting Record Date”). In the case of any Demand
Special Meeting, (i) the Meeting Record Date shall be not later than the 30th day after
the Delivery Date and (ii) if the Board of Directors fails to fix the Meeting Record
Date within 30 days after the Delivery Date, then the close of business on such 30th
day shall be the Meeting Record Date. The shareholders of record on the Meeting
Record Date shall be the shareholders entitled to notice of and to vote at the meeting.
1.06 Postponement; Adjournment. The Board of Directors acting by resolution may
postpone and reschedule any previously scheduled Annual Meeting or Special
Meeting; provided, however, that a Demand Special Meeting shall not be postponed
beyond the 100th day following the Delivery Date. Any Annual Meeting or Special
Meeting may be adjourned from time to time, whether or not there is a quorum, (i) at
any time, upon a resolution by shareholders if the votes cast in favor of such
resolution by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or (ii) at
any time prior to the transaction of any business at such meeting, by the Chairman of
the Board or the Chief Executive Officer or pursuant to a resolution of the Board of
Directors; provided, however, that a Demand Special Meeting adjourned pursuant to
clause (ii) must be reconvened on or before the 100th day following the Delivery Date.
In the absence of a quorum, any officer entitled to preside at or to act as secretary of
the meeting shall have the power to adjourn the meeting from time to time until a
quorum is present. No notice of the time and place of adjourned meetings need be
given except as required by the Wisconsin Business Corporation Law. At any
adjourned meeting at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the meeting as originally
notified.
1.07 No Nominee Procedures. The corporation has not established, and nothing in these by-
laws shall be deemed to establish, any procedure by which a beneficial owner of the
corporation’s shares that are registered in the name of a nominee is recognized by the
corporation as the shareholder under Section 180.0723 of the Wisconsin Business
Corporation Law.
1.08 Conduct of Meetings. The Chairman of the Board, or in his or her absence such other
officer as may be designated by the Board of Directors, shall be the chairman at