By Directors. The board of directors may amend or repeal the by-laws, or adopt new by-laws, unless:
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requires a larger vote) vote of the entire Board, but any By-Laws so made by the Board of Directors may be altered or repealed by the shareholders.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. 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by the Wisconsin Insurance Code, the articles of incorporation or Section 1.1(c), these bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of six (6) out of the seven (7) GHS Directors, UHC Directors, and the UPH Universal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. Exhibit A
By Directors. Each director shall have the right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation. The inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts and copies thereof.
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 These bylaws may be adopted, amended or repealed by the Board of Directors as provided in the certificate of incorporation by the affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no bylaw adopted by the shareholders shall be amended or repealed by the Board of Directors if the bylaws so provide.
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. Exhibit C CERTIFICATE OF ASSUMPTION See attached. RIVER VALLEY MUTUAL INSURANCE COMPANY 00000 Xxxx Xxxxxx, X.X. Box 646 Whitehall, WI 54773 CERTIFICATE OF ASSUMPTION AND ENDORSEMENT 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. 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.
By Directors. The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, the by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto, as in this Article X above-provided, may alter, amend or repeal by-laws made by the Board of Directors; except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted. amended or repealed, together with a concise statement of the changes made therein.
