Common use of By Directors Clause in Contracts

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provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may also be altered, amended or repealed and new bylaws may be adopted by the Board at any meeting at which a quorum is present; but no bylaw adopted by the Members shall be amended or repealed by the Board if the bylaws adopted by the Members expressly prohibits amendment by the Board. Exhibit C Directors and Officers of Surviving Company Name Position Xxxx Xxxxx President and Chief Executive Officer Xxx Xxxxxxxxx Director; Chairman of the Board of Directors Xxxxxxx Xxxx Director; Vice Chairman of the Board of Directors Xxxxx Xxxxxxx Director; Secretary/Treasurer Xxxx Xxxxx Director Xxxxxx Xxxxx Director Xxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx Director Xxxxxx Xxxxxx Director Exhibit D Certificate of Assumption and Endorsement See attached. EXHIBIT D PELLA MUTUAL INSURANCE COMPANY X00000 Xxxxxx Xxxxxxx X Xxxxxx, XX 00000 CERTIFICATE OF ASSUMPTION AND ENDORSEMENT Insured: Policy number: On [●] [●], 2022, Pella Mutual Insurance Company (“Pella”), X00000 Xxxxxx Xxxxxxx X, Xxxxxx, XX 00000, was merged into Mutual of Wausau Insurance Corporation (“Mutual of Wausau”), 0000 Xxxxxxx Xxx, Wausau, WI 54402-0269. Effective 12:01 a.m. on [●] [●], 2023, Mutual of Wausau assumed all of the rights and obligations under the above-identified policy issued by Xxxxx in accordance with the terms and conditions of the policy. Effective [●] [●], 2023, and for as long as the above-identified policy is in force, the holder thereof shall be a member of Mutual of Wausau and shall be entitled to vote in person at the annual meeting of that company. The annual meeting is held in Marathon County, Wisconsin on the second Tuesday in March of each year at 10:00 o’clock a.m., or at such other time and place as will be in the notice of annual meeting sent to policyholders. In all other respects, the terms and conditions of the above-identified policy remain unchanged. Questions regarding this endorsement should be directed to: Xxxx Xxxxx, President Mutual of Wausau Insurance Corporation 0000 Xxxxxxx Xxx Wausau, WI 00000-0000 Telephone: (000) 000-0000 Fax: (000) 000-0000 President Secretary

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provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may also be altered, amended or repealed and new bylaws may be adopted by the Board at any meeting at which a quorum is present; but no bylaw adopted by the Members shall be amended or repealed by the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 prohibits prohibit amendment by the Board. Exhibit C Directors and Officers of Surviving Company Name Position Xxxx Xxxxx President and Chief Executive Officer Xxx Xxxxxxxxx Director; Chairman of the Board of Directors Xxxxxxx Xxxx Director; Vice Chairman of the Board of Directors Xxxxx Xxxxxxx Director; Secretary/Treasurer Xxxx Xxxxx Director Xxxxxx Xxxxx Director Xxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx Director Xxxxxx Xxxxxx Director Exhibit D Certificate of Assumption and Endorsement CERTIFICATE OF ASSUMPTION See attached. EXHIBIT D PELLA RIVER VALLEY MUTUAL INSURANCE COMPANY X00000 Xxxxxx Xxxxxxx X 00000 Xxxx Xxxxxx, XX 00000 X.X. Box 646 Whitehall, WI 54773 CERTIFICATE OF ASSUMPTION AND ENDORSEMENT Insured: Policy numberNumber: On [●] [●]January 1, 20222024, Pella Xxxxxxxxx, Xxxxxxxxx & Union Mutual Fire Insurance Company Company, a former Wisconsin town mutual insurance corporation (“PellaXxxxxxxxx”), X00000 Xxxxxx Xxxxxxx Xmerged with and into River Valley Mutual Insurance Company, Xxxxxx, XX 00000, was merged into Mutual of Wausau Insurance Corporation a Wisconsin town mutual insurance corporation (“Mutual of WausauRiver Valley”), 0000 Xxxxxxx Xxx, Wausau, WI 54402-0269. ) and at 12:00:01 a.m. (the “Effective 12:01 a.m. on [●] [●], 2023, Mutual of Wausau Time”) River Valley assumed all of the rights and obligations under the above-identified policy issued by Xxxxx Xxxxxxxxx in accordance with the terms and conditions of the policy. Immediately after the Effective [●] [●]Time at 12:01 a.m. on January 1, 20232024, 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 Mutual of Wausau River Valley, a Wisconsin mutual insurance corporation, and shall be entitled to vote in person at the annual meeting of that companyRiver Valley. The annual meeting is held in Marathon County, Wisconsin on the second Tuesday in March fourth Thursday of each year April at 10:00 o’clock a.m., 1:00 p.m. or at such other time date, time, and place as will shall be designated by the board of directors and fixed and stated in the notice of annual meeting sent to policyholdersthereof. In all other respects, the terms and conditions of the above-identified policy remain unchanged. Questions regarding this endorsement should be directed to: Xxxx XxxxxXxxxxxx, President & CEO River Valley Mutual of Wausau Insurance Corporation 0000 Xxxxxxx Xxx WausauCompany 00000 Xxxx Xxxxxx, X.X. Box 646 Whitehall, WI 00000-0000 54773 Telephone: (000) 000-0000 FaxEmail: (000) 000-0000 President Secretaryxxxx@xxxxxxxxxxxxxxxxx.xxx