Harley Davidson 2012 Annual Report Download - page 129

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committee, to the extent provided in the resolution of the Board of Directors, shall
have and may exercise such power and authority as the Board of Directors shall
specify.
2.06 Telephonic Meetings. Except as herein provided and notwithstanding any place set
forth in the notice of the meeting of these by-laws, members of the Board of Directors
(and any committee thereof) may participate in regular or special meetings by, or
through the use of, any means of communication by which all participants may
simultaneously hear each other, such as by conference telephone.
2.07 Retirement. No person may be elected a director of the corporation following such
person’s seventy-fifth (75th ) birthday, except as may otherwise be approved by the
Board of Directors in advance of such election. Each director, other than a director
who is serving or has served as the Chief Executive Officer of the corporation, whose
position of principal employment, occupation or affiliation changes substantially, and
each director who develops a conflict of interest with the corporation as a result of
changes in the business of the corporation, such director’s personal interests or such
director’s principal employer, after his or her most recent election to the Board of
Directors shall submit his or her resignation as a director of the corporation promptly
following such change, and the Board of Directors (without such director present if
the Board of Directors so chooses) shall consider whether to accept such resignation in
the interests of the corporation. A director who has submitted his or her resignation
shall not be entitled to vote upon the acceptance or rejection of such resignation by the
Board of Directors. Resignations pursuant to this bylaw shall be effective
immediately upon acceptance by the Board of Directors or such later date as
determined by the Board of Directors.
2.08 Director Election.
(a) In an election of directors that is not a Contested Election, any nominee for
director who receives a greater number of votes “withheld” from his or her
election than votes “for” his or her election (a “Majority Withheld Vote”) must
tender his or her resignation to the Chairman of the Board promptly following
certification of the shareholder vote. For purposes of this by-law, a “Contested
Election” is an election of directors of the corporation as to which the
Chairman of the Board determines that, at the Determination Date, the number
of persons properly nominated to serve as directors exceeds the number of
directors to be elected in such election. Such a resignation should be effective
at such time (if any) as the Board of Directors accepts the resignation, and the
resignation should so specify. The “Determination Date” is (i) the day after the
meeting of the Board of Directors at which the nominees for director of the
Board of Directors for such election are approved, when such meeting occurs
after the last day on which a shareholder may propose the nomination of a
director for election in such election pursuant to the Restated Articles of
Incorporation or these by-laws, or (ii) the day after the last day on which a
shareholder may propose the nomination of a director for election in such
election pursuant to the Restated Articles of Incorporation or these by-laws,
when the last day for such a proposal occurs after the meeting of the Board of
Directors at which the nominees for director of the Board of Directors for such
election are approved, whichever of clause (i) or (ii) is applicable.