Rayovac 2008 Annual Report Download - page 207

owner) a written statement of the information required on share certificates by Section 180.0625 (1) and (2) and, if applicable, Section 180.0627 of the WBCL.
All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except as provided in Section VI.5.
VI.2Facsimile Signatures and Seal. The signature of the Chairman of the Board, the Chief Executive Officer, any President or any Vice President and of
the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other
than the Corporation itself or an employee of the Corporation. The Corporation shall have a corporate seal.
VI.3Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall
have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such former officer were such
officer at the date of its issue.
VI.4Transfer of Shares. At any time prior to due presentment of shares for registration of transfer, the Corporation may treat the registered owner of such
shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and powers of an owner. Where shares
are presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a
result of such registration of transfer if (a) there were on or with the certificate, if any, or instrument of transfer the necessary endorsements, and (b) the
Corporation had no duty to inquire into adverse claims or has discharged any such duty. The Corporation may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.
VI.5Lost, Destroyed or Stolen Certificates. Where the owner claims that such owner’s certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide
purchaser, and (b) files with the Corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under
the authority of the Board of Directors.
VI.6Consideration for Shares. The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board of
Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for
shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation. When
payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and
nonassessable by the Corporation. No share shall be issued until such share is fully paid.
VI.7Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the
statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of shares of the Corporation.
ARTICLE VII. AMENDMENTS
VII.1By Shareholders. Except as otherwise provided in the Articles of Incorporation, these By-Laws may be altered, amended or repealed and new
By-Laws may be adopted by the shareholders by affirmative vote of not less than a majority of the votes represented in person or by proxy entitled to be cast
therefor at any annual or special meeting of the shareholders at which a quorum is in attendance.
VII.2By Directors. Except as otherwise provided in the Articles of Incorporation, these By-Laws may also be altered, amended or repealed and new
By-Laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in
attendance; but no By-Law adopted by the shareholders shall be amended or repealed by the Board of Directors if the By-Law so adopted so provides.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008