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by the Wisconsin Insurance Code, the articles of incorporation or Section 1.1(c), these bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of six (6) out of the seven (7) GHS Directors, UHC Directors, and the UPH Universal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requires a larger vote) vote of the entire Board, but any By-Laws so made by the Board of Directors may be altered or repealed by the shareholders.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. 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. 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. 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. The Board shall have the power to make, amend, or repeal this Agreement by the approval of all Directors minus non-Member Directors, provided that:
a. The Board may not make, amend, or repeal any provision of these Bylaws which alters:
i. the procedure for making, amending, or repealing the Agreement;
ii. the provisions for removal of Directors;
iii. the provisions for election of Directors;
iv. the terms of Member eligibility; or
v. the provision requiring the Company to be a member of an association of worker- owned businesses, if any.
b. Notice stating the substance of such adoption, amendment, or repeal shall be given to all Members no later than the time of giving notice of the meeting of Members following the meeting in which the adoption, amendment, or repeal by the Board of any Agreement provision took place.
By Directors. Unless provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may also be altered, amended or repealed and new bylaws may be adopted by the Board at any meeting at which a quorum is present; but no bylaw adopted by the Members shall be amended or repealed by the Board if the bylaws adopted by the Members expressly prohibit amendment by the Board. See attached. Insured: Policy Number: On January 1, 2024, Xxxxxxxxx, Xxxxxxxxx & Union Mutual Fire Insurance Company, a former Wisconsin town mutual insurance corporation (“Xxxxxxxxx”), merged with and into River Valley Mutual Insurance Company, a Wisconsin town mutual insurance corporation (“River Valley”) and at 12:00:01 a.m. (the “Effective Time”) River Valley assumed all of the rights and obligations under the above-identified policy issued by Xxxxxxxxx in accordance with the terms and conditions of the policy. Immediately after the Effective Time at 12:01 a.m. on January 1, 2024, in accordance with a separate transaction, River Valley converted into a mutual insurance corporation under Chapter 611 of the Wisconsin Statutes. At the Effective Time, and for as long as the above-identified policy is in force, the holder thereof shall be a member of River Valley, a Wisconsin mutual insurance corporation, and shall be entitled to vote in person at the annual meeting of River Valley. The annual meeting is held on the fourth Thursday of April at 1:00 p.m. or at such date, time, and place as shall be designated by the board of directors and fixed and stated in the notice thereof. In all other respects, the terms and conditions of the above-identified policy remain unchanged. Questions regarding this endorsement should be directed to: Xxxx Xxxxxxx, President & CEO River Valley Mutual Insurance Company 00000 Xxxx Xxxxxx, X.X. Box 646 Whitehall, WI 54773 Telephone: (000) 000-0000 Email: xxxx@xxxxxxxxxxxxxxxxx.xxx
By Directors. To the extent permitted by the Certificate of Incorporation, these Bylaws may be amended, altered or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors by the affirmative vote of a majority of the whole Board of Directors.
