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requires a larger vote) vote of the entire Board, but any By-Laws so made by the Board of Directors may be altered or repealed by the shareholders.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by the Wisconsin Insurance Code, the articles of incorporation or Section 1.1(c), these bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of six (6) out of the seven (7) GHS Directors, UHC Directors, and the UPH Universal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. 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provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may also be altered, amended or repealed and new bylaws may be adopted by the Board at any meeting at which a quorum is present; but no bylaw adopted by the Members shall be amended or repealed by the Board if the bylaws adopted by the Members expressly prohibits amendment by the Board.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. 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. 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. AS AMENDED BY THE BOARD OF DIRECTORS ON [●]. Annex 6.7 - 28 Annex 13.1.2 - Registration Statement Consent Exhibit 99.[●] Consent of Person Named as About to Become a Director In connection with the filing by Acorn HoldCo, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Acorn HoldCo, Inc. following the consummation of the transactions described in the Registration Statement. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto. Dated: [●], 2021 By: /s/ [●] Name: [●]
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.
