Harley Davidson 2012 Annual Report Download - page 128

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7
shareholders’ meetings. The Secretary of the corporation shall be the secretary at
shareholders’ meetings, but in his or her absence the chairman of the meeting may
appoint a secretary for the meeting. The Board of Directors may, to the extent not
prohibited by law, adopt by resolution such rules and regulations for the conduct of the
meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the chairman of
any meeting of shareholders shall have the right and authority to prescribe such rules,
regulations or procedures and to do all acts as, in the judgment of the chairman, are
appropriate for the proper conduct of the meeting. Such rules, regulations or
procedures, whether adopted by the Board of Directors or prescribed by the chairman
of the meeting, may to the extent not prohibited by law include, without limitation, the
following: (i) the establishment of an agenda or order of business for the meeting; (ii)
rules and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
shareholders of record of the corporation, their duly authorized and constituted proxies
(which shall be reasonable in number) or such other persons as the chairman of the
meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants.
ARTICLE II. BOARD OF DIRECTORS
2.01 Regular Meetings. Regular meetings of the Board of Directors shall be held at such
times and places as may from time to time be fixed by the Board of Directors or as
may be specified in a notice of meeting.
2.02 Special Meetings. Special meetings of the Board of Directors may be held at any time
upon the call of the Chairman of the Board or the Chief Executive Officer and shall be
called by the Chief Executive Officer or Secretary if directed by the Board of
Directors.
2.03 Quorum. Except as otherwise provided by law or by the Restated Articles of
Incorporation of these by-laws, one-half of the number of directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board of
Directors, but a majority of the directors present (through less than such quorum) may
adjourn the meeting from time to time without further notice.
2.04 Manner of Acting. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless the act of a
greater number is required by law, the Restated Articles of Incorporation, these by-
laws or any contract or agreement to which the corporation is a party.
2.05 Committees. There may be an Executive Committee. There shall be an Audit
Committee composed of independent directors. There shall be a Compensation
Committee composed of independent directors. The Board of Directors by resolution
adopted by the affirmative vote of a majority of the number of directors then in office
may create one or more additional committees. Each committee shall have two or
more members who shall, unless otherwise provided by the Board of Directors, serve
at the pleasure of the Board of Directors. Except as otherwise provided by law, each