By Directors. The board of directors may amend or repeal the by-laws, or adopt new by-laws, unless:
1. The Articles of Incorporation or the State reserves the power exclusively to the shareholders in whole or in part; or
2. The shareholders in amending, repealing or adopting a particular by-law expressly provide that the board of directors may not amend that by-law.
By Directors. Except as otherwise provided by the Wisconsin Insurance Code, the articles of incorporation or Section 1.1(c), these bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of six (6) out of the seven (7) GHS Directors, UHC Directors, and the UPH Universal Director (that includes the affirmative vote of the UPH Universal Director); provided, however, that the Members in adopting, amending or repealing a particular bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that bylaw.
By Directors. The Board of Directors may also amend these By-Laws at any regular or special meeting of the Board by a majority (unless the Certificate of Incorporation requires a larger vote) vote of the entire Board, but any By-Laws so made by the Board of Directors may be altered or repealed by the shareholders.
By Directors. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
By Directors. Subject to the right of the stockholders to adopt, amend and/or restate or repeal these Bylaws, as provided in Section 8.1, the Board may adopt, amend, or repeal any of these Bylaws, except amendment of Section 2.5 shall require the approval of two-thirds (2/3) of all outstanding shares voting together (unless the Certificate of Designation of any preferred stock of the Corporation requires the affirmative vote of such holders of preferred stock) by the affirmative vote of two-thirds of the directors. This power may not be delegated to any committee appointed in accordance with these Bylaws.
By Directors. The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
By Directors. These bylaws may also be altered, amended or repealed and new bylaws 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 bylaw adopted by the shareholders shall be amended or repealed by the Board of Directors if the bylaw so adopted so provides.
By Directors. At any regular or special meeting, the Board of Directors shall have the power, by the affirmative vote of two-thirds of the total number of directors, to adopt By-Laws, provided that the proposed amendment, or the substance thereof, was contained in the notice of said meeting. The Board of Directors shall not alter or repeal this Section or any By-Laws made by the stockholders.
By Directors. Every director shall have the right at any reasonable time to examine the corporation's stock ledger, a list of its Stockholders and its other books and records for a purpose reasonably related to his or her position as a director Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
By Directors. Subject to the right of shareholders as provided in Section 1 of this Article VII to adopt, amend or repeal Bylaws, the Board of Directors may adopt, amend or repeal Bylaws; provided, however, that no Bylaw or amendment changing the number of Directors of the Corporation shall be adopted other than in the manner provided by Section 2 of Article II of these Bylaws.
