By Laws November 2 2010 Accepted

8/8/2019 By Laws November 2 2010 Accepted

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BY-LAWS OF

ANSHE SFARD KEHILLAT TORAH, LTD.

(Amended and Restated November 2010)

Effective November 14, 2010

ARTICLE I

Offices

The principal office of he corporation shall be located in the City of Glendale, County of Milwaukee, Wisconsin. The corporation may have other offices within or without the City of Glendale, as the Board of Directors may determine or as the affairs of the corporation mayrequire from time to time.

The corporation shall have and continuously maintain in the State of Wisconsin aregistered office, and a registered agent whose office is identical with such registered offices, asrequired by the Wisconsin Nonstock Corporation Law. The registered office may be, but neednot be, identical with the principal office in the State of Wisconsin, and the address of theregistered office may be changed from time to time by the Board of Directors.

ARTICLE II

Members

II.1. Classes of Members and Qualification

. The corporation shall have two (2) class of members, and may add additional classes asdetermined by the Board of Directors. The initial two classes of membership shall be 1. FullMembers and 2. Associate Members. All adults born of a Jewish mother or converted accordingto Halachic Tradition shall be eligible for membership. Membership shall be granted upon payment of required dues, and all outstanding financial obligations owed to the corporation. Thedetermination of membership shall be made each year based on payment of the prior years' duesand obligations. The determination of whether required dues and all financial obligations have been paid for a prior year or years, shall be made by the President and Treasurer annually, atleast 20 days prior to the Annual Meeting of the corporation.

II.2. Voting Rights

. All adult Full Members of the household shall have one (1) vote on each matter submitted to a Vote of the members. Adult children in a household who are not separately paying dues, shall not have any voting rights. Associate Members shall not have voting rights.

II.3. Resignation



. Any member may resign by filing a written resignation with the Secretary, but suchresignation shall not relieve the member so resigning of the obligations to pay any dues,assessments or other charges previously accrued and unpaid.

II.4. Transfer of Membership

. Membership in this corporation is not transferable or assignable.

ARTICLE III

Meeting of Members

III.1. Annual Meeting

. The annual meeting of the members shall be held during the month of June each year, beginning in 2010,on such specific day, and place designated by the Executive Committee, for the purpose of electing Directors and for the transaction of such other business as may come

before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause theelection to be held at a meeting of the members as soon thereafter as conveniently may be.

III.2. Special meetings

. Special meetings of the members may be called by any two (2) officers of thecorporation, or not less than two-fifth (2/5) of the members having voting rights.

III.3. Notice of Meetings

. Beginning with the annual meeting of 2010 written notice stating the place, day andhour and the purpose or purposes of the meeting(s) of members shall be given by personaldelivery of, by facsimile, , or e-mailing such notice to the address provided by the member tothe corporation, at least ten (10) days before the time set before such meeting, or if notification is by mail, by mailing such notice to the address provided by the member to the corporation at leastten (10) days before the time set for such meeting, unless a different time shall be described for a particular action under the Wisconsin Nonprofit Corporation Law. In addition, but not to beused as the sole method of notice, notice may be posted on the corporation website at least ten(10) days before the time set for such meeting. In the case of the Annual Meeting, such noticeshall also include the report of the Nominating Committee containing the list of nominees for election of the Board to be voted on at the annual meeting. The names of additional nomineesfor election to the Board must be submitted to the Secretary, in writing, signed by at least ten

(10) members, not later than five (5) days after delivery of Notice; the notice of annual meetingshall include notice of this requirement as to additional nominees. The notice of a meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member athis address as it appears on the records of the corporation, with postage thereon prepaid, or whentransmitted by e-mail or facsimile, when sent to the most recent electronic mail or facsimileaddress of the recipient provided by the recipient to the corporation.



III.4. Waiver of Notice . Whenever any notice whatever is required to be given to anymember of the Corporation under the Articles of Incorporation or By-Laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the member entitled to such notice, shall be deemed equivalent to the giving of such notice.The attendance of a member at a meeting shall constitute a waiver of notice of such meeting,

except where a member attends a meeting and objects to the transaction of any business becausethe meeting is not lawfully called or convened.

3.05. Quorum

. One-fifth (1/5) of the Full Members, but in no event less than twenty (20) FullMembers, shall constitute a quorum at such meeting. If a quorum is not present at any meetingof members, majority of the members present may adjourn the meeting from time to timewithout further notice.

3.06. No Proxies

. At any meeting of members, a member entitled to vote may vote only in person. No proxy shall be valid.

3.07. Manner of Acting

. A majority of the votes cast on a matter by the members present at a meeting at which be necessary for the adoption thereof unless required by law or by these By-Laws.

ARTICLE IV

Board of Directors

IV.1. General Powers

. The affairs of the corporation shall be managed by its Board of Directors.

A sale, lease, exchange, or other disposition of any or all of the property and assets of thecorporation, and the mortgage or pledge of any or all of the property and assets of thecorporation, whether or not made in the usual and regular course of its affairs, may be madeupon such terms and conditions and for such consideration, which may consist in whole or in part of property, real or personal, including shares, obligations or other securities of any other corporation, domestic or foreign, whether or not such other corporation is organized under the provisions of the Wisconsin Nonstock Corporation Law, as shall be authorized by the Board of

Directors; and in such case, no authorization or consent of the members shall be required.

Notwithstanding any other provisions in these By-Laws, this corporation shall not,engage in any activities or exercise any powers that are inconsistent with the purposes of thiscorporation.



4.02. Delegation of Powers for Emergencies. In the event of an emergency, asdescribed in paragraph 6.01, the above powers of the Board of Directions may be exercised bythe Executive Committee, as provided in paragraph 6.01.

IV.3. Removal

. Any Director may be removed by the Board of Directors by a two-thirds (2/3) vote of all the Directors, when, in its judgment, the best interests of the corporation would be servedthereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

4.04. Number, Tenure and Qualifications

. Directors shall be Full Members of the corporation. The number of Directors may beincreased or-decreased from time to time by the Board of Directors , but shall never be fewer than twelve (12). The initial number of Directors shall be Forty-two (42). Past Presidents whoremain Full Members of the corporation shall also continue to serve as Directors. An elected

Officer, who is a Full Member, shall serve as a Director during his term as officer, if such officer is not elected as a Director pursuant to this paragraph 4.04.

Directors elected at the first annual meeting shall be divided into three (3) classes, eachclass consisting as near as may be, as determined by the Board of Directors of one-third (1/3) of the whole number of elected Directors. The term of office of the first class (Class I) shall expireon the day of the annual election of Directors of the corporation in 2010; the term of office of thesecond class (Class II) shall expire on the day of the annual election of Directors of thecorporation in 2011; the term of office of the third class (Class III) shall expire on the day of theannual election of Directors of the corporation in 2012. At each annual election after suchclassification, the number of Directors equal to the number of the class whose terms expires on

the day of such election shall be elected for a term of three (3) years. If additional Directors areauthorized and elected such additional Directors shall be assigned to the three (3) classes in suchmanner that the three (3) classes shall be increased as nearly equal as may be, and the respectiveterms of office of such additional Directors shall, in the first instance, be for the unexpired portions of the term of the class to which they shall respectively be assigned. Directors shallhold office until the annual election meeting at which their ‘terms are to expire and until their successors are elected and qualified, or until their earlier resignation, death or removal fromoffice.

4.05. Annual Meeting. The annual meeting of the Board of Directors shall be heldimmediately after the annual meeting of the Members, or at such other time and date within

30 days thereof as may be authorized by the Board of Directors and set forth in the notice of meeting, for the purpose of electing officers and for the transaction of such other business as maycome before the meeting. If the election of officers shall not be held on the day designatedherein for any annual meeting of the Board of Directors, or at any adjournment thereof, theBoard of Directors shall cause the election to be held at a special meeting of the Board of Directors as soon thereafter as convenient.



4.06. Other Meetings. Other meetings of the Board of Directors may be called at anytime and for any purpose or purposes by the President. A meeting shall also be called by theSecretary of the Corporation upon the written request of any six (6) directors. Any such meetingshall be held at the time and place designated in the notice thereof to be given as provided inSection 4.07.

4.07. Notices

. Notice for other meetings of the Board of Directors shall be made by giving personaldelivery of, ,or sending via e-mail or facsimile such notice at least 7 days before the time set for the meeting, or if notification is by mail, by mailing such notice at least 10 days before the timeset for the meeting Notice shall be deemed to be delivered when deposited in the United StatesMail in a sealed envelope so addressed, with postage thereon prepaid, or when transmitted by e-mail or facsimile, when sent to the most recent electronic mail or facsimile address of theDirector provided by the Director to the corporation. In addition, , but not to be used as the solemethod of notice, notice may be posted on the corporation website at least 7 days before the timeset for such meeting. Any Director may waive notice of any meeting. The attendance of aDirector at any meeting shall constitute a waiver of notice of such meeting, except where aDirector attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at suchmeeting of the Board shall be specified in the notice of the meeting.

4.08. Waiver of Notice. Whenever any notice whatever is required to be given to any director of the Corporation under the Articles of Incorporation or By-Laws or any provision of law, awaiver thereof in writing, signed at any time, whether before or after the time of meeting, by thedirector entitled to such notice, shall be deemed equivalent to the giving of such notice. Theattendance of a director at a meeting shall constitute a waiver of notice of such meeting, exceptwhere a director attends a meeting and objects to the transaction of any business because the

meeting is not lawfully called or convened.

4.09. Quorum

. One-third (1/3) of the members of the Board of Directors, but in no event fewer thannine (9) members, shall constitute a quorum for the transaction of business at any meeting of theBoard; but if less than one-third (1/3) or three (3) of the Directors are present at said meeting(depending on the quorum requirement), a majority of the Directors present may adjourn themeeting.

4.10. Manner of Action

. The act of a majority of the Directors voting at a meeting at which a quorum is presentshall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

4.11. Methods of Conducting Meetings. Any and all directors may participate in aregular or special meeting or in a committee meeting of the Board of Directors by, or may



conduct the meeting through the use of, any means of communications by which either of thefollowing occurs:

(a) All participating directors may simultaneously hear each other during the meeting; or

(b) All communication during the meeting is immediately transmittedto each participating director, and each participating director is able to immediately sendmessages to all other participating directors. If a meeting is to be conducted through the use of any of the means described in this section, all participating directors shall be informed that ameeting is taking place at which time official business may be transacted. A director participating in a meeting by any means described in this section is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared anddistributed to each director.

4.10. Vacancies

. Any vacancy occurring in the Board of Directors may be filled by the affirmative voteof a majority of the remaining Directors, even if less than a quorum of the Board of Directors. ADirector elected to fill a vacancy shall be elected for the unexpired term of his predecessor inoffice. Any vacancy created by an increase in the number of Directors shall be filled at the nextannual meeting.

4.11. Compensation

. Directors as such shall not receive any stated salaries for their services. Nothing hereincontained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE V

Officers

V.1. Officers

. The officers of the corporation shall be Full Members and shall consist of: a President(or co-Presidents if applicable), one or more Vice Presidents (the number thereof to be

determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may beelected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers. Including one or more Assistant Secretaries and one or moreAssistant Treasurers, as it shall deem desirable. Such officers may have the authority, and perform the duties prescribed from time to time, by the Board of Directors. Any two or moreoffices may be held by the same person, except the offices of President and Secretary.

V.2. Election and Term of Office



. Each officer of the corporation shall be elected to a one-year (1) term by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not beheld at such meeting, such election shall be held as soon thereafter as conveniently may be.Each officer shall hold office until his successor shall have been duly elected and shall havequalified.

V.3. Removal

. Any officer elected or appointed by the Board of Directors may be removed by theBoard of Directors by a two-thirds (2/3) vote of all the Directors, when, in its judgment, the bestinterests of the corporation would be served thereby, but such removal shall be without prejudiceto the contract rights, if any, of the officer so removed.

V.4. Vacancies

. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

V.5. President (or co-Presidents)

. The President shall be the principal executive officer of the corporation and shall ingeneral, supervise and control all of the business and affairs of the corporation. The Presidentshall preside at all meetings of the members of the Board of Directors and the ExecutiveCommittee. He may sign, with the Secretary or any other proper officer of the corporation,authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases wherethe signing and execution thereof shall be expressly delegated by the Board of Directors or bythese By-Laws or by statute to some other officer or agent of the corporation; and in general he

shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

Co presidents are permissible and the division of these duties and responsibilities of the office of President as defined above and as provided elsewhere in these bylaws, shall be determined by theco-Presidents in their sole discretion. Two or more Full Members may be elected as co-Presidents. For purposes of the bylaws the use of the word "President" shall include Co-Presidents, if applicable.

V.6. Vice President

. In the absence of the President, or in the event of his inability or refusal to act, the Vice

President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to perform such other duties as from time to time may be assigned tohim by the President or by the Board of Directors.

V.7. Treasurer



. If required by the Board of Directors, the Treasurer shall give bond for the faithfuldischarge of his duties in such sum and with such sum or sureties as the Board of Directors shalldetermine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation fromany source whatsoever, and deposit all such monies in the depositaries selected in accordance

with the provisions of Article VII of these By-Laws; and in general perform all the dutiesincident to the office of Treasurer and’ such other duties as from time to time may be assigned tohim by the President or by the Board of Directors.

V.8. Secretary

. The Secretary shall keep the minutes of the meetings of the members and of the Boardof Directors in one or more books provided for that purpose; see that all notices are duly given inaccordance with the provisions of these By-Laws or as required by law; be custodian of thecorporate records and of the seal of the corporation and see that the seal of the corporation isaffixed to all documents, the execution of which on behalf of the corporation under its seal isduly authorized in accordance with the provisions of these By-Laws; keep a register of the postoffice address of each member which shall be furnished to the Secretary by such member; and ingeneral perform all duties incident to the office of Secretary and such other duties as from timeto time may be assigned to him by the President or by the Board of Directors.

V.9. Assistant Treasurers and Assistant Secretaries

. If required by the Board of Directors, the Assistant Treasurers shall give bonds for thefaithful discharge of their duties in such sums and with such sureties as the Board of Directorsshall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall performsuch duties as shall be assigned to them by the Treasurer or the Secretary or by the President or by the Board of Directors.

ARTICLE VI

Committees

VI.1. Executive Committees

. The Executive Committee shall consist of all of the elected officers of the corporationthen in office together with the immediate past president of the corporation, if he does not thenhold other office. The President may appoint up to two (2) additional members of the Board of Directors to serve as members-at-large on the executive committee for a term of one (1) year.

The immediate past president shall be an ex-officio member of the Executive Committee for a period of one (1) year after retirement, and shall have the right to vote on all matters before suchcommittee. The President, when present, shall preside over all meetings of the ExecutiveCommittee. The Executive Committee may, in the intervals between meetings of the Board of Directors, exercise all the powers of the Board of Directors in the management and affairs of thecorporation, except the powers to conduct any extraordinary transaction, including (withoutlimitation), merge or dissolve the corporation, sell the majority of the corporation’s assets, makeextra-budgetary appropriation, elect or remove Directors or officers of the corporation, suspend



or expel a member of the corporation, and amend the Articles of Incorporation and these By-Laws, subject to such other restrictions as the Board of Directors may adopt from time to time.The Executive Committee shall report its action to the Board of Directors solely for theinformation of the Board of Directors and no such action shall require ratification by the Board.The Executive Committee shall meet at such times and places as it shall determine. At least

twenty-four (24) hours actual notice of the time and place of each meeting shall be given to eachmember of the Executive Committee, by giving personal delivery of, facsimile, telephoning, or e-mailing such notice at least 24 hours before the time set for such special meeting, or if notification is by mail, by mailing such notice at least 7 days before the time set for such meeting Notice shall be deemed to be delivered when deposited in the United States Mail in a sealedenvelope so addressed, with postage thereon prepaid, or, or when transmitted by e-mail or facsimile, when sent to the most recent electronic mail or facsimile address of the member of theExecutive Committee provided by him or her to the corporation. The act of a majority of themembers of the Executive Committee at which at least four (4) members are present shall be theact of the Executive Committee. Any action required by law to be taken at a meeting of theExecutive Committee, may be taken without a meeting if consent in writing setting forth the

action so taken shall be signed by all the members of the Executive Committee and filed with theminutes of the proceedings of the Executive Committee.

6.02. Nominating Committee

. The President shall annually appoint, with the approval of the Executive Committee, a Nominating Committee, consisting of a Chairperson, and not fewer than four (4) other membersof the Board of Directors. The Chairperson of the Nominating Committee shall, to the extent possible, be either a past President or a past Vice President, or retiring Vice President. TheChairperson may serve in that capacity for not more than two (2) successive years and shall notthen be eligible for reappointment to said office until the lapse of one (1) year. At least two (2)new members shall be appointed annually to the Nominating Committee, replacing two (2)

existing members of the committee. The Nominating Committee shall solicit, from currentdirectors and members, recommendations for potential new Directors and for officers of thecorporation. The Nominating Committee shall be responsible for submitting a list of nomineesto the annual meeting of members for election to the Board of Directors, and a slate of officers tothe Board of Directors when the elections are to take place, or a vacancy is to be filled.

6.03. Other Committees

. Other committees may be appointed by the President as needed. Members of each suchcommittee may be members of the corporation, members of the Board of Directors, or any other persons that may be designated, and the President of the corporation shall appoint the members

of said committee. Any member thereof may be removed by the President. Each committeeshall make such reports to the Board of Directors of its activities as the Board of Directors or theExecutive Committee may request.

6.04. Term of Office

. Each member of a committee shall continue as such until the next annual meeting of themembers of the corporation and until his successor is appointed, or resignation unless the



committee shall be sooner terminated, or unless such member be removed from such committee,or unless such member shall cease to qualify as a member thereof.

6.05. Chairperson(s)

. One or more members of each committee shall be appointed chairperson(s) by thePresident.

6.06. Vacancies

. Vacancies in the membership of any committee may be filled by appointments made inthe same manner as provided in the case of the original appointments.

6.07. Quorum

. A majority of the whole committee shall constitute a quorum and the act of a majorityof the members present voting on a matter at a meeting at which a quorum is present shall be the

act of the committee.

6.08. Rules

. Each committee may adopt rules for its own government not inconsistent with theseBy-Laws or with rules adopted by the Board of Directors.

ARTICLE VII

Contracts, Checks, Deposits and Funds

VII.1. Contracts

VII.2. . The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into anycontract or execute and deliver any instrument in the name of and on behalf of the corporation,and such authority may be general or confined to specific instances.

7.02. Offers of Employment. Any offer of Employment from the Corporation,

involving annual compensation of twenty-thousand dollars ($20,000) or more, shall first requirethe authorization of the Board of Directors. For illustrative purposes only, by way of example, if the Executive Committee wishes to extend an offer of employment to an individual, they mustreport on such intent at a meeting of the Board of Directors. The Board of Directors shall havethe right to vote upon whether such offer should be extended. The Board of Directors shall nothave the ability to amend the proposed offer, but only vote to allow or disallow the ExecutiveBoard the authorization to extend the offer to the individual named.



VII.3. Checks, Drafts, Etc

. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers,agent or agents of the corporation and in such manner as shall from time to time be determined

by resolution of the Board of Directors.

VII.4. Deposits

. All funds of the corporation shall be deposited from time to time to the credit of thecorporation in such banks, trust companies or other depositaries as the Board of Directors mayselect.

VII.5. Gifts

. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

ARTICLE VIII. CONTRACTS BETWEENCORPORATION AND RELATED PERSONS

Any contract or other transaction between the Corporation and one or more of itsdirectors, or between the Corporation and any firm of which one or more of its directors aremembers or employees, or in which he, she or they are interested, or between the Corporationand any corporation or association of which one or more of its directors are shareholders,members, directors, officers or employees, or in which he, she or they are interested, shall be

valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors of the Corporation which acts upon, or in reference to, such contract or transaction, and notwithstanding his, her or their participation in such action, if the fact of suchinterest shall be disclosed or known to the Board of Directors and the Board of Directors shall,nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the directors present, such interested director or directors to be counted in determining whether aquorum is present, but not to be counted as voting upon the matter or in calculating the majorityof such quorum necessary to carry such vote. This ARTICLE VIII shall not be construed toinvalidate any contract or other transaction which would otherwise be valid under the commonand statutory law applicable thereto.

ARTICLE IXTax Exempt Purposes

The Corporation is organized and shall be operated exclusively for charitable,educational, religious and scientific purposes within the meaning of section 501(c)(3) of theInternal Revenue Code of 1986, as amended, or any successor statute thereto (the "Code"), whichincludes the following specific purposes:



1. To perform or provide those purposes enumerated in the original Articles of Incorporation for the Corporation, as recorded with the Wisconsin Department of FinancialInstitutions on July 3, 1986, as may be amended from time to time

2. To exercise any, all and every power that a nonprofit corporation

organized under the provisions of the Wisconsin Nonstock Corporation Law for charitable,educational, religious and scientific purposes, all for the public welfare, can be authorized toexercise but not any other purpose. None of the activities, funds, property or income of theCorporation shall be used in carrying on any political activity, directly or indirectly, or inattempting to influence legislation. Neither the Corporation nor its officers or directors shall, intheir capacity as officers or directors of the Corporation, contribute to or otherwise support or assist any political party or candidate for elective public office. Any gifts, grants, scholarshipsand other rewards made by the Corporation shall be given or awarded in such manner as does notviolate the restrictions under the Code section 501(c)(3).

3.. The corporation shall exercise only such powers as are in furtherance of

the exempt purposes of organizations as set forth in Section 50l(c)(3) of the Internal RevenueCode and its regulations as they now exist or as they may hereafter be amended or by anyorganizations, contributions to which are deductible under Section 170(c)(2) of such code andregulations as they now exist or as they may hereafter be amended.

ARTICLE X

Books and Records

The corporation shall keep correct and complete books and records of account and shallkeep minutes of the proceedings of the Board of Directors and of the Executive Committee.Such records shall be made available to Members ten (10) business days after written requestmade by such member, or within such reasonable amount of time thereafter and shall keep at itsregistered or principal office record giving the names and addresses of the members entitled tovote and the e-mail addresses of those members who consent to be contacted by e-mail.

ARTICLE XI

Fiscal Year

The fiscal year of corporation shall begin on the first day of July and end on the last dayof June in each year.

ARTICLE XII

Dues

12.01. Annual Dues

. The Board of Directors may determine from time to time the amount of fees, if any, andannual dues payable to the corporation by members.



12.02. Payment of Dues

. Dues shall be payable in the manner, and at such times as the Board of Directors maydetermine from time to time, as may be adjusted by the President acting with the Treasurer.

ARTICLE XIII

Indemnification and Limited Liability

13.01. General. The corporation shall indemnify any person to the full extent possibleunder the provisions of the Wisconsin Nonstock Corporation Law, as the same now exists or may hereafter be amended.

13.02. Limited Liability of Directors, Officers, and Committee Members.

(a) Except as provided in sections 13.02(b) and 13.02(c), a director,

officer or committee member is not liable to the Corporation, its members or creditors, or any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to performconstitutes any of the acts of misconduct listed in section 13.02(b) of this ARTICLE XIII.

(b) Except as provided in section 13.02(c), this section does not applyto any of the following: (i) a civil or criminal proceeding brought by or on behalf of anygovernmental unit, authority or agency; (ii) a proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of actioncreated by state or federal statute; or (iii) the liability of a director under Wisconsin Statutes

sections 181.0832 and 181.0833.

(c) Sections 13.01 and 13.02(a) and (b) do not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.

13.03. Severability of Provisions. The provisions of this ARTICLE XIII and the severalrights to indemnification, advancement of expenses and limitation of liability created hereby areindependent and severable and, in the event that any such provision and/or right shall be held bya court of competent jurisdiction in which a proceeding relating to such provisions and/or rightsis brought to be against public policy or otherwise to be unenforceable, the other provisions of

this ARTICLE XIII shall remain enforceable and in full effect.

13.04. Nonexclusivity of Rights. The rights to indemnification and advancement of expenses provided for in this ARTICLE XIII shall not be deemed exclusive of any other rights towhich those seeking indemnification or advancement of expenses may be entitled under anyagreement authorized by the Board of Directors, any By-Law of the Corporation, any vote of themembers or disinterested directors or otherwise, both as to action in his or her official capacityand as to action in another capacity while holding such office. Notwithstanding the foregoing,



the Corporation may not indemnify a director or officer, or permit a director or officer to retainany allowance of expenses, pursuant to any such additional rights unless it is determined by or on behalf of the Corporation that the director or officer did not breach or fail to perform a dutyhe or she owes to the Corporation which constitutes conduct under section 13.02(b) of thisARTICLE XIII. A director or officer who is a party to the same or related proceeding for which

indemnification or an allowance of expenses is sought may not participate in a determinationunder this section.

13.05. Benefit. The rights to indemnification and advancement of expenses provided by,or granted pursuant to, this ARTICLE XIII shall continue as to a person who has ceased to be adirector or officer and shall inure to the benefit of the heirs, executors and administrators of sucha person.

13.06. Amendment. No amendment or repeal of this ARTICLE XIII shall be effective toreduce the obligations of the Corporation under this ARTICLE XIII with respect to any proceeding based upon occurrences which take place prior to such amendment or repeal.

ARTICLE XIV. GENERAL

14.01. Gender. As used in these By-Laws wherever appropriate, the masculine gender shall also refer to the feminine gender.

14.02. Corporate Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal."

14.03. Amendment of By - Laws . The By-Laws may be altered, amended or repealed,and new By-Laws may be adopted by the majority affirmative vote of the Directors then inoffice. Full Member approval shall not be required for amendment of these By-Laws.

14.04. Dissolution. If the Corporation proves unable to carry out the purpose for whichit was created, the Corporation shall be dissolved in accordance with those provisionsenumerated in the original Articles of Incorporation for the Corporation, as recorded with theWisconsin Department of Financial Institutions on July 3, 1986, as may be amended from timeto time

14.05. Procedure. If the By-Laws are silent as to any procedural aspect of any action or meeting hereunder, the procedures of the latest edition of Roberts Rules of Order shall controlsuch procedure.

Documents

By Laws November 2 2010 Accepted