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provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may also be altered, amended or repealed and new bylaws may be adopted by the Board at any meeting at which a quorum is present; but no bylaw adopted by the Members shall be amended or repealed by the Board if the bylaws adopted by the Members expressly prohibit amendment by the Board.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. 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provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may also be altered, amended or repealed and new bylaws may be adopted by the Board at any meeting at which a quorum is present; but no bylaw adopted by the Members shall be amended or repealed by the Board if the bylaws adopted by the Members expressly prohibit prohibits amendment by the Board. Exhibit C CERTIFICATE OF ASSUMPTION 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. RIVER VALLEY EXHIBIT D PELLA MUTUAL INSURANCE COMPANY 00000 Xxxx X00000 Xxxxxx Xxxxxxx X Xxxxxx, X.X. Box 646 Whitehall, WI 54773 XX 00000 CERTIFICATE OF ASSUMPTION AND ENDORSEMENT Insured: Policy Numbernumber: On January 1[●] [●], 20242022, Xxxxxxxxx, Xxxxxxxxx & Union Pella Mutual Fire Insurance Company, a former Wisconsin town mutual insurance corporation Company (“XxxxxxxxxPella”), X00000 Xxxxxx Xxxxxxx X, Xxxxxx, XX 00000, was merged with and into River Valley Mutual of Wausau Insurance Company, a Wisconsin town mutual insurance corporation Corporation (“River ValleyMutual of Wausau”) and at 12:00:01 ), 0000 Xxxxxxx Xxx, Wausau, WI 54402-0269. Effective 12:01 a.m. (the “Effective Time”) River Valley on [●] [●], 2023, Mutual of Wausau assumed all of the rights and obligations under the above-identified policy issued by Xxxxxxxxx Xxxxx 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 Time2023, 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, Mutual of Wausau and shall be entitled to vote in person at the annual meeting of River Valleythat company. The annual meeting is held in Marathon County, Wisconsin on the fourth Thursday second Tuesday in March of April each year at 1:00 p.m. 10:00 o’clock a.m., or at such date, time, other time and place as shall will be designated by the board of directors and fixed and stated in the notice thereofof 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 XxxxxxxXxxxx, President & CEO River Valley Mutual of Wausau Insurance Company 00000 Xxxx Xxxxxx, X.X. Box 646 WhitehallCorporation 0000 Xxxxxxx Xxx Wausau, WI 54773 00000-0000 Telephone: (000) 000-0000 EmailFax: xxxx@xxxxxxxxxxxxxxxxx.xxx(000) 000-0000 President Secretary