Harley Davidson 2012 Annual Report Download - page 131

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10
ARTICLE III. OFFICERS
3.01 Officers. The principal officers of the corporation shall be a Chief Executive Officer,
a President, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors. The
Board of Directors may also authorize any duly appointed officer to appoint one or
more officers or assistant officers. All officers shall have the usual powers and shall
have the usual duties incident to their respective offices. All officers shall be subject to
the supervision and direction of the Board of Directors. The authority, duties or
responsibilities of any officer may be suspended by the Chief Executive Officer or
President with or without cause.
3.02 Removal. The Board of Directors may remove any officer and, unless restricted by
the Board of Directors or these by-laws, an officer may remove any officer or assistant
officer appointed by that officer, at any time, with or without cause.
ARTICLE IV. GENERAL PROVISIONS
4.01 Notices. Whenever any statute, the Restated Articles of Incorporation or these by-
laws requires notice to be given to any director or shareholder, such notice may be
given in writing (a) by mail, addressed to such director or shareholder at his or her
address as it appears on the records of the corporation (or such other address as a
director may have designated in writing filed with the Secretary), with postage therein
prepaid, or (b) by “electronic transmission” (as defined in the Wisconsin Business
Corporation Law) in a manner authorized by the director or shareholder. Any such
notice by mail shall be deemed to be effective when it is deposited in the United States
mail. Any such notice by electronic transmission shall be deemed to be effective when
it is electronically transmitted in a manner authorized by the recipient. Notice to
directors may also be given in person or by other method of delivery (meaning any
method of delivery used in conventional commercial practice, including delivery by
hand, commercial overnight delivery or private carrier); by telephone, including voice
mail, answering machine or answering service; or by any other electronic means. Oral
notice is effective when communicated. Other written notice is effective as follows: if
delivered in person or by private carrier, when received; if given by commercial
overnight delivery, on the day the service undertakes to make delivery; if given by
facsimile, at the time transmitted to a facsimile number the recipient has provided; and
if given by telegraph, when delivered to the telegraph company.
4.02 Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of
Directors.
ARTICLE V. INDEMNIFICATION
5.01 Certain Definitions. The following capitalized terms (including any plural forms
thereof) used in this Article V shall be defined for purposes of this Article V as
follows: