Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

RENAISSANCE LEARNING, INC.

A Wisconsin Corporation

Effective October 19, 2011

TABLE OF CONTENTS

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ii

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AMENDED AND RESTATED

BY-LAWS
OF
RENAISSANCE LEARNING, INC.
(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1.1

Registered Office.  The registered office of the Corporation

shall be at 8040 Excelsior Drive, Suite 200, Madison, Wisconsin 53717.

Section 1.2

Other Offices.  The Corporation may also have offices at

such other places, both within and without the State of Wisconsin, as the Board of

Directors may from time to time determine.

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ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1

Place of Meetings.  Meetings of the stockholders for the

election of directors or for any other purpose shall be held at such time and place, either

within or without the State of Wisconsin, as shall be designated from time to time by the

Board of Directors.

Section 2.2

Annual Meetings.  The Annual Meeting of Stockholders for

the election of directors shall be held on such date and at such time as shall be designated

from time to time by the Board of Directors.  Any other proper business may be

transacted at the Annual Meeting of Stockholders.

Section 2.3

Special Meetings.  Unless otherwise required by law or by

the articles of incorporation of the Corporation, as amended and restated from time to

time (the "Articles of Incorporation"), Special Meetings of Stockholders, for any purpose

 or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the

President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant

Secretary, if there be one, and shall be called by any such officer at the request in writing

of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly

designated by the Board of Directors and whose powers and authority include the power

to call such meetings or (iii) stockholders owning a majority of the capital stock of the

Corporation issued and outstanding and entitled to vote.  Such request shall state the

purpose or purposes of the proposed meeting.  At a Special Meeting of Stockholders,

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only such business shall be conducted as shall be specified in the notice of meeting (or

any supplement thereto).

Section 2.4

Notice.  Whenever stockholders are required or permitted

to take any action at a meeting, a written notice of the meeting shall be given which shall

state the place, date and hour of the meeting, and, in the case of a Special Meeting, the

purpose or purposes for which the meeting is called.  Unless otherwise required by law,

written notice of any meeting shall be given not less than ten (10) nor more than sixty (60)

days before the date of the meeting to each stockholder entitled to notice of and to vote at

such meeting.

Section 2.5

Adjournments.  Any meeting of the stockholders may be

adjourned from time to time to reconvene at the same or some other place, and notice

need not be given of any such adjourned meeting if the time and place thereof are

announced at the meeting at which the adjournment is taken.  At the adjourned meeting,

the Corporation may transact any business which might have been transacted at the

original meeting.  If the adjournment is for more than thirty (30) days, or if after the

adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned

meeting in accordance with the requirements of Section 4 hereof shall be given to each

stockholder of record entitled to notice of and to vote at the meeting.

Section 2.6

Quorum.  Unless otherwise required by applicable law or

the Articles of Incorporation, the holders of a majority of the Corporation's capital stock

issued and outstanding and entitled to vote thereat, present in person or represented by

proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of

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business.  A quorum, once established, shall not be broken by the withdrawal of enough

votes to leave less than a quorum.  If, however, such quorum shall not be present or

represented at any meeting of the stockholders, the stockholders entitled to vote thereat,

present in person or represented by proxy, shall have power to adjourn the meeting from

time to time, in the manner provided in Section 5 hereof, until a quorum shall be present

or represented.

Section 2.7

Voting.  Unless otherwise required by law, the Articles of

Incorporation or these By-Laws or permitted by the rules of any stock exchange on which

the Corporation's shares are listed and traded, any question brought before any meeting of

the stockholders, other than the election of directors, shall be decided by the vote of the

holders of a majority of the total number of votes of the Corporation's capital stock

represented at the meeting and entitled to vote on such question, voting as a single class.  

Unless otherwise provided in the Articles of Incorporation, and subject to Section 11(a)

of this Article II, each stockholder represented at a meeting of the stockholders shall be

entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held

by such stockholder.  Such votes may be cast in person or by proxy as provided in

Section 8 of this Article II.  The Board of Directors, in its discretion, or the officer of the

Corporation presiding at a meeting of the stockholders, in such officer's discretion, may

require that any votes cast at such meeting shall be cast by written ballot.

Section 2.8

Proxies.  Each stockholder entitled to vote at a meeting of

the stockholders or to express consent or dissent to corporate action in writing without a

meeting may authorize another person or persons to act for such stockholder as proxy,

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but no such proxy shall be voted upon after three years from its date, unless such proxy

provides for a longer period.  Without limiting the manner in which a stockholder may

authorize another person or persons to act for such stockholder as proxy, the following

shall constitute a valid means by which a stockholder may grant such authority:  

(i)

A stockholder may execute a writing

authorizing another person or persons to act for such stockholder as proxy.  

Execution may be accomplished by the stockholder or such stockholder's

authorized officer, director, employee or agent signing such writing or

causing such person's signature to be affixed to such writing by any

reasonable means, including, but not limited to, by facsimile signature.

(ii)

A stockholder may authorize another person

or persons to act for such stockholder as proxy by transmitting or

authorizing the transmission of a telegram or cablegram to the person who

will be the holder of the proxy or to a proxy solicitation firm, proxy

support service organization or like agent duly authorized by the person

who will be the holder of the proxy to receive such telegram or cablegram,

provided that any such telegram or cablegram must either set forth or be

submitted with information from which it can be determined that the

telegram or cablegram was authorized by the stockholder.  If it is

determined that such telegrams or cablegrams are valid, the inspectors or,

if there are no inspectors, such other persons making that determination

shall specify the information on which they relied.

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Any copy, facsimile telecommunication or other reliable reproduction of the writing,

telegram or cablegram authorizing another person or persons to act as proxy for a

stockholder may be substituted or used in lieu of the original writing, telegram or

cablegram for any and all purposes for which the original writing, telegram or cablegram

could be used; provided, however, that such copy, facsimile telecommunication or other

reproduction shall be a complete reproduction of the entire original writing, telegram or

cablegram.

Section 2.9

Consent of Stockholders in Lieu of Meeting.  Unless

otherwise provided in the Articles of Incorporation, any action required or permitted to be

taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken

without a meeting, without prior notice and without a vote, if a consent or consents in

writing, setting forth the action so taken, shall be signed by the holders of outstanding

stock having not less than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all shares entitled to vote thereon were

present and voted and shall be delivered to the Corporation by delivery to its registered

office in the State of Wisconsin, its principal place of business, or an officer or agent of

the Corporation having custody of the book in which proceedings of meetings of the

stockholders are recorded.  Delivery made to the Corporation's registered office shall be

by hand or by certified or registered mail, return receipt requested.  Every written consent

shall bear the date of signature of each stockholder who signs the consent and no written

consent shall be effective to take the corporate action referred to therein unless, within

sixty (60) days of the earliest dated consent delivered in the manner required by this

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Section 9 to the Corporation, written consents signed by a sufficient number of holders to

take action are delivered to the Corporation by delivery to its registered office in the State

of Wisconsin, its principal place of business, or an officer or agent of the Corporation

having custody of the book in which proceedings of meetings of the stockholders are

recorded.  Any copy, facsimile or other reliable reproduction of a consent in writing may

be substituted or used in lieu of the original writing for any and all purposes for which the

original writing could be used, provided that such copy, facsimile or other reproduction

shall be a complete reproduction of the entire original writing.  Prompt notice of the

taking of the corporate action without a meeting by less than unanimous written consent

shall be given to those stockholders who have not consented in writing and who, if the

action had been taken at a meeting, would have been entitled to notice of the meeting if

the record date for such meeting had been the date that written consents signed by a

sufficient number of holders to take the action were delivered to the Corporation as

provided above in this Section 9.

Section 2.10

List of Stockholders Entitled to Vote.  The officer of the

Corporation who has charge of the stock ledger of the Corporation shall prepare and

make, at least ten (10) days before every meeting of the stockholders, a complete list of

the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

showing the address of each stockholder and the number of shares registered in the name

of each stockholder.  Such list shall be open to the examination of any stockholder, for

any purpose germane to the meeting, during ordinary business hours at least two(2)

business days after notice is given for the meeting, for a period of at least ten (10) days

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prior to the meeting (i) either at a place within the city where the meeting is to be held,

which place shall be specified in the notice of the meeting, or, if not so specified, at the

place where the meeting is to be held or (ii) during ordinary business hours, at the

principal place of business of the Corporation.  The list shall also be produced and kept at

the time and place of the meeting during the whole time thereof, and may be inspected by

any stockholder who is present.

Section 2.11

Record Date.

(a)

In order that the Corporation may determine the

stockholders entitled to notice of or to vote at any meeting of the stockholders or any

adjournment thereof, the Board of Directors may fix a record date, which record date

shall not precede the date upon which the resolution fixing the record date is adopted by

the Board of Directors, and which record date shall not be more than sixty (60) nor less

than ten (10) days before the date of such meeting.  If no record date is fixed by the

Board of Directors, the record date for determining stockholders entitled to notice of or to

vote at a meeting of the stockholders shall be at the close of business on the day next

preceding the day on which notice is given, or, if notice is waived, at the close of

business on the day next preceding the day on which the meeting is held.  A

determination of stockholders of record entitled to notice of or to vote at a meeting of the

stockholders shall apply to any adjournment of the meeting; provided, however, that the

Board of Directors may fix a new record date for the adjourned meeting.

(b)

In order that the Corporation may determine the

stockholders entitled to consent to corporate action in writing without a meeting, the

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Board of Directors may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted by the Board of Directors, and

which record date shall not be more than ten (10) days after the date upon which the

resolution fixing the record date is adopted by the Board of Directors.  If no record date

has been fixed by the Board of Directors, the record date for determining stockholders

entitled to consent to corporate action in writing without a meeting, when no prior action

by the Board of Directors is required by applicable law, shall be the first date on which a

signed written consent setting forth the action taken or proposed to be taken is delivered

to the Corporation by delivery to its registered office in the State of Wisconsin, its

principal place of business, or an officer or agent of the Corporation having custody of

the book in which proceedings of meetings of the stockholders are recorded.  Delivery

made to the Corporation's registered office shall be by hand or by certified or registered

mail, return receipt requested.  If no record date has been fixed by the Board of Directors

and prior action by the Board of Directors is required by applicable law, the record date

for determining stockholders entitled to consent to corporate action in writing without a

meeting shall be at the close of business on the day on which the Board of Directors

adopts the resolution taking such prior action.

Section 2.12

Stock Ledger.  The stock ledger of the Corporation shall be

the only evidence as to who are the stockholders entitled to examine the stock ledger, the

list required by Section 10 of this Article II or the books of the Corporation, or to vote in

person or by proxy at any meeting of the stockholders.

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Section 2.13

Conduct of Meetings.  The Board of Directors of the

Corporation may adopt by resolution such rules and regulations for the conduct of any

meeting of the stockholders as it shall deem appropriate.  Except to the extent

inconsistent with such rules and regulations as adopted by the Board of Directors, the

chairman of any meeting of the stockholders shall have the right and authority to

prescribe such rules, regulations and procedures and to do all such acts as, in the

judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such

rules, regulations or procedures, whether adopted by the Board of Directors or prescribed

by the chairman of the meeting, may include, without limitation, the following:  (i) the

establishment of an agenda or order of business for the meeting; (ii) the determination of

when the polls shall open and close for any given matter to be voted on at the meeting;

(iii) rules and procedures for maintaining order at the meeting and the safety of those

present; (iv) limitations on attendance at or participation in the meeting to stockholders of

record of the Corporation, their duly authorized and constituted proxies or such other

persons as the chairman of the meeting shall determine; (v) restrictions on entry to the

meeting after the time fixed for the commencement thereof; and (vi) limitations on the

time allotted to questions or comments by participants.

Section 2.14

Inspectors of Election.  In advance of any meeting of the

stockholders, the Board of Directors, by resolution, the Chairman or the President shall

appoint one or more inspectors to act at the meeting and make a written report thereof.  

One or more other persons may be designated as alternate inspectors to replace any

inspector who fails to act.  If no inspector or alternate is able to act at a meeting of the

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stockholders, the chairman of the meeting shall appoint one or more inspectors to act at

the meeting.  Unless otherwise required by applicable law, inspectors may be officers,

employees or agents of the Corporation.  Each inspector, before entering upon the

discharge of the duties of inspector, shall take and sign an oath faithfully to execute the

duties of inspector with strict impartiality and according to the best of such inspector's

ability.

ARTICLE III

DIRECTORS

Section 3.1

Number and Election of Directors.  The Board of Directors

shall consist of not less than one nor more than fifteen members, the exact number of

which shall initially be fixed by the Incorporator and thereafter from time to time by the

Board of Directors.  Except as provided in Section 2 of this Article III, directors shall be

elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each

director so elected shall hold office until the next Annual Meeting of Stockholders and

until such director's successor is duly elected and qualified, or until such director's earlier

death, resignation or removal.  Directors need not be stockholders.

Section 3.2

Vacancies.  Unless otherwise required by law or the

Articles of Incorporation, vacancies on the Board of Directors or any committee thereof

arising through death, resignation, removal, an increase in the number of directors

constituting the Board of Directors or such committee or otherwise may be filled only by

a majority of the directors then in office, though less than a quorum, or by a sole

remaining director. The directors so chosen shall, in the case of the Board of Directors,

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hold office until the next annual election and until their successors are duly elected and

qualified, or until their earlier death, resignation or removal and, in the case of any

committee of the Board of Directors, shall hold office until their successors are duly

appointed by the Board of Directors or until their earlier death, resignation or removal.

Section 3.3

Duties and Powers.  The business and affairs of the

Corporation shall be managed by or under the direction of the Board of Directors which

may exercise all such powers of the Corporation and do all such lawful acts and things as

are not by statute or by the Articles of Incorporation or by these By-Laws required to be

exercised or done by the stockholders.

Section 3.4

Meetings.  The Board of Directors and any committee

thereof may hold meetings, both regular and special, either within or without the State of

Wisconsin.  Regular meetings of the Board of Directors or any committee thereof may be

held without notice at such time and at such place as may from time to time be

determined by the Board of Directors or such committee, respectively.  Special meetings

of the Board of Directors may be called by the Chairman, if there be one, the President,

or by any director.  Special meetings of any committee of the Board of Directors may be

called by the chairman of such committee, if there be one, the President, or any director

serving on such committee.  Notice thereof stating the place, date and hour of the meeting

shall be given to each director (or, in the case of a committee, to each member of such

committee) either by mail not less than forty-eight (48) hours before the date of the

meeting, or on such shorter notice as the person or persons calling such meeting may

deem necessary or appropriate in the circumstances.

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Section 3.5

Organization.  At each meeting of the Board of Directors or

any committee thereof, the Chairman of the Board of Directors or the chairman of such

committee, as the case may be, or, in his or her absence or if there be none, a director

chosen by a majority of the directors present, shall act as chairman.  Except as provided

below, the Secretary of the Corporation shall act as secretary at each meeting of the

Board of Directors and of each committee thereof.  In case the Secretary shall be absent

from any meeting of the Board of Directors or of any committee thereof, an Assistant

Secretary shall perform the duties of secretary at such meeting; and in the absence from

any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the

meeting may appoint any person to act as secretary of the meeting.  Notwithstanding the

foregoing, the members of each committee of the Board of Directors may appoint any

person to act as secretary of any meeting of such committee and the Secretary or any

Assistant Secretary of the Corporation may, but need not if such committee so elects,

serve in such capacity.

Section 3.6

Resignations and Removals of Directors.  Any director of

the Corporation may resign from the Board of Directors or any committee thereof at any

time, by giving notice in writing to the Chairman of the Board of Directors, if there be

one, the President or the Secretary of the Corporation and, in the case of a committee, to

the chairman of such committee, if there be one.  Such resignation shall take effect at the

time therein specified or, if no time is specified, immediately; and, unless otherwise

specified in such notice, the acceptance of such resignation shall not be necessary to

make it effective.  Except as otherwise required by applicable law and subject to the

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rights, if any, of the holders of shares of preferred stock then outstanding, any director or

the entire Board of Directors may be removed from office at any time by the affirmative

vote of the holders of at least a majority in voting power of the issued and outstanding

capital stock of the Corporation entitled to vote in the election of directors.  Any director

serving on a committee of the Board of Directors may be removed from such committee

at any time by the Board of Directors.

Section 3.7

Quorum.  Except as otherwise required by law, the Articles

of Incorporation or the rules and regulations of any securities exchange or quotation

system on which the Corporation’s securities are listed or quoted for trading, at all

meetings of the Board of Directors or any committee thereof, a majority of the entire

Board of Directors or a majority of the directors constituting such committee, as the case

may be, shall constitute a quorum for the transaction of business and the act of a majority

of the directors or committee members present at any meeting at which there is a quorum

shall be the act of the Board of Directors or such committee, as applicable.  If the Board

of Directors consists of two directors, one director shall constitute a quorum for the

transaction of business and the act of one director constituting a quorum shall be the act

of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of

Directors or any committee thereof, the directors present thereat may adjourn the meeting

from time to time, without notice other than announcement at the meeting of the time and

place of the adjourned meeting, until a quorum shall be present.

Section 3.8

Actions of the Board by Written Consent.  Unless

otherwise provided in the Articles of Incorporation or these By-Laws, any action required

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or permitted to be taken at any meeting of the Board of Directors or of any committee

thereof may be taken without a meeting, if all the members of the Board of Directors or

such committee, as the case may be, consent thereto in writing, and the writing or

writings are filed with the minutes of proceedings of the Board of Directors or such

committee.

Section 3.9

Meetings by Means of Conference Telephone.  Unless

otherwise provided in the Articles of Incorporation or these By-Laws, members of the

Board of Directors of the Corporation, or any committee thereof, may participate in a

meeting of the Board of Directors or such committee by means of a conference telephone

or other communications equipment by means of which all directors participating in the

meeting can simultaneously hear each other or all communication during the meeting is

immediately transmitted to each participating director and each participating director is

able to immediately send messages to all other participating directors, and participation in

a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

Section 3.10

Committees.  The Board of Directors may designate one or

more committees, each committee to consist of one or more of the directors of the

Corporation.  Each member of a committee must meet the requirements for membership,

if any, imposed by applicable law and the rules and regulations of any securities

exchange or quotation system on which the securities of the Corporation are listed or

quoted for trading.  The Board of Directors may designate one or more directors as

alternate members of any committee, who may replace any absent or disqualified

member at any meeting of any such committee.  Subject to the rules and regulations of

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any securities exchange or quotation system on which the securities of the Corporation

are listed or quoted for trading, in the absence or disqualification of a member of a

committee, and in the absence of a designation by the Board of Directors of an alternate

member to replace the absent or disqualified member, the member or members thereof

present at any meeting and not disqualified from voting, whether or not such member or

members constitute a quorum, may unanimously appoint another qualified member of the

Board of Directors to act at the meeting in the place of any absent or disqualified member.  

Any committee, to the extent permitted by law and provided in the resolution establishing

such committee, shall have and may exercise all the powers and authority of the Board of

Directors in the management of the business and affairs of the Corporation, and may

authorize the seal of the Corporation to be affixed to all papers which may require it.  

Each committee shall keep regular minutes and report to the Board of Directors when

required.  Notwithstanding anything to the contrary contained in this Article III, the

resolution of the Board of Directors establishing any committee of the Board of Directors

and/or the charter of any such committee may establish requirements or procedures

relating to the governance and/or operation of such committee that are different from, or

in addition to, those set forth in these By-Laws and, to the extent that there is any

inconsistency between these By-Laws and any such resolution or charter, the terms of

such resolution or charter shall be controlling.

Section 3.11

Compensation.  The directors may be paid their expenses,

if any, of attendance at each meeting of the Board of Directors and may be paid a fixed

sum for attendance at each meeting of the Board of Directors or a stated salary for service

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as director, payable in cash or securities.  No such payment shall preclude any director

from serving the Corporation in any other capacity and receiving compensation therefor.  

Members of special or standing committees may be allowed like compensation for

service as committee members.

Section 3.12

Interested Directors.  No contract or transaction between

the Corporation and one or more of its directors or officers, or between the Corporation

and any other corporation, partnership, association or other organization in which one or

more of its directors or officers are directors or officers or have a financial interest, shall

be void or voidable solely for this reason, or solely because the director or officer is

present at or participates in the meeting of the Board of Directors or committee thereof

which authorizes the contract or transaction, or solely because any such director's or

officer's vote is counted for such purpose if: (i) the material facts as to the director's or

officer's relationship or interest and as to the contract or transaction are disclosed or are

known to the Board of Directors or the committee, and the Board of Directors or

committee in good faith authorizes the contract or transaction by the affirmative votes of

a majority of the disinterested directors, even though the disinterested directors be less

than a quorum; or (ii) the material facts as to the director's or officer's relationship or

interest and as to the contract or transaction are disclosed or are known to the

stockholders entitled to vote thereon, and the contract or transaction is specifically

approved in good faith by vote of the stockholders; or (iii) the contract or transaction is

fair as to the Corporation as of the time it is authorized, approved or ratified by the Board

of Directors, a committee thereof or the stockholders.  Common or interested directors

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may be counted in determining the presence of a quorum at a meeting of the Board of

Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 4.1

General.  The officers of the Corporation shall be chosen

by the Board of Directors and shall be a President, a Secretary and a Treasurer.  The

Board of Directors, in its discretion, also may choose a Chairman of the Board of

Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries,

Assistant Treasurers and other officers.  Any number of offices may be held by the same

person, unless otherwise prohibited by law, the Articles of Incorporation or these By-

Laws.  The officers of the Corporation need not be stockholders of the Corporation nor,

except in the case of the Chairman of the Board of Directors, need such officers be

directors of the Corporation.

Section 4.2

Election.  The Board of Directors, at its first meeting held

after each Annual Meeting of Stockholders (or action by written consent of stockholders

in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation

who shall hold their offices for such terms and shall exercise such powers and perform

such duties as shall be determined from time to time by the Board of Directors; and each

officer of the Corporation shall hold office until such officer's successor is elected and

qualified, or until such officer's earlier death, resignation or removal.  Any officer elected

by the Board of Directors may be removed at any time by the Board of Directors.  Any

vacancy occurring in any office of the Corporation shall be filled by the Board of

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Directors.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.3

Voting Securities Owned by the Corporation.  Powers of

attorney, proxies, waivers of notice of meeting, consents and other instruments relating to

securities owned by the Corporation may be executed in the name of and on behalf of the

Corporation by the President or any Vice President or any other officer authorized to do

so by the Board of Directors and any such officer may, in the name of and on behalf of

the Corporation, take all such action as any such officer may deem advisable to vote in

person or by proxy at any meeting of security holders of any corporation in which the

Corporation may own securities and at any such meeting shall possess and may exercise

any and all rights and power incident to the ownership of such securities and which, as

the owner thereof, the Corporation might have exercised and possessed if present.  The

Board of Directors may, by resolution, from time to time confer like powers upon any

other person or persons.

Section 4.4

Chairman of the Board of Directors.  The Chairman of the

Board of Directors, if there be one, shall preside at all meetings of the stockholders and of

the Board of Directors.  The Chairman of the Board of Directors shall be the Chief

Executive Officer of the Corporation, unless the Board of Directors designates the

President as the Chief Executive Officer, and, except where by law the signature of the

President is required, the Chairman of the Board of Directors shall possess the same

power as the President to sign all contracts, certificates and other instruments of the

Corporation which may be authorized by the Board of Directors.  During the absence or

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disability of the President, the Chairman of the Board of Directors shall exercise all the

powers and discharge all the duties of the President.  The Chairman of the Board of

Directors shall also perform such other duties and may exercise such other powers as may

from time to time be assigned by these By-Laws or by the Board of Directors.

Section 4.5

President.  The President shall, subject to the control of the

Board of Directors and, if there be one, the Chairman of the Board of Directors, have

general supervision of the business of the Corporation and shall see that all orders and

resolutions of the Board of Directors are carried into effect.  The President shall execute

all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal,

under the seal of the Corporation, except where required or permitted by law to be

otherwise signed and executed and except that the other officers of the Corporation may

sign and execute documents when so authorized by these By-Laws, the Board of

Directors or the President.  In the absence or disability of the Chairman of the Board of

Directors, or if there be none, the President shall preside at all meetings of the

stockholders and, provided the President is also a director, the Board of Directors.  If

there be no Chairman of the Board of Directors, or if the Board of Directors shall

otherwise designate, the President shall be the Chief Executive Officer of the Corporation.  

The President shall also perform such other duties and may exercise such other powers as

may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 4.6

Vice Presidents.  At the request of the President or in the

President's absence or in the event of the President's inability or refusal to act (and if

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there be no Chairman of the Board of Directors), the Vice President, or the Vice

Presidents if there are more than one (in the order designated by the Board of Directors),

shall perform the duties of the President, and when so acting, shall have all the powers of

and be subject to all the restrictions upon the President.  Each Vice President shall

perform such other duties and have such other powers as the Board of Directors from

time to time may prescribe.  If there be no Chairman of the Board of Directors and no

Vice President, the Board of Directors shall designate the officer of the Corporation who,

in the absence of the President or in the event of the inability or refusal of the President to

act, shall perform the duties of the President, and when so acting, shall have all the

powers of and be subject to all the restrictions upon the President.

Section 4.7

Secretary.  The Secretary shall attend all meetings of the

Board of Directors and all meetings of the stockholders and record all the proceedings

thereat in a book or books to be kept for that purpose; the Secretary shall also perform

like duties for committees of the Board of Directors when required.  The Secretary shall

give, or cause to be given, notice of all meetings of the stockholders and special meetings

of the Board of Directors, and shall perform such other duties as may be prescribed by

the Board of Directors, the Chairman of the Board of Directors or the President, under

whose supervision the Secretary shall be.  If the Secretary shall be unable or shall refuse

to cause to be given notice of all meetings of the stockholders and special meetings of the

Board of Directors, and if there be no Assistant Secretary, then either the Board of

Directors or the President may choose another officer to cause such notice to be given.  

The Secretary shall have custody of the seal of the Corporation and the Secretary or any

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Assistant Secretary, if there be one, shall have authority to affix the same to any

instrument requiring it and when so affixed, it may be attested by the signature of the

Secretary or by the signature of any such Assistant Secretary.  The Board of Directors

may give general authority to any other officer to affix the seal of the Corporation and to

attest to the affixing by such officer's signature.  The Secretary shall see that all books,

reports, statements, certificates and other documents and records required by law to be

kept or filed are properly kept or filed, as the case may be.

Section 4.8

Treasurer.  The Treasurer shall have the custody of the

corporate funds and securities and shall keep full and accurate accounts of receipts and

disbursements in books belonging to the Corporation and shall deposit all moneys and

other valuable effects in the name and to the credit of the Corporation in such

depositories as may be designated by the Board of Directors.  The Treasurer shall

disburse the funds of the Corporation as may be ordered by the Board of Directors, taking

proper vouchers for such disbursements, and shall render to the President and the Board

of Directors, at its regular meetings, or when the Board of Directors so requires, an

account of all transactions as Treasurer and of the financial condition of the Corporation.  

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in

such sum and with such surety or sureties as shall be satisfactory to the Board of

Directors for the faithful performance of the duties of the office of the Treasurer and for

the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement

or removal from office, of all books, papers, vouchers, money and other property of

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whatever kind in the Treasurer's possession or under the Treasurer's control belonging to

the Corporation.

Section 4.9

Assistant Secretaries.  Assistant Secretaries, if there be any,

shall perform such duties and have such powers as from time to time may be assigned to

them by the Board of Directors, the President, any Vice President, if there be one, or the

Secretary, and in the absence of the Secretary or in the event of the Secretary's inability

or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have

all the powers of and be subject to all the restrictions upon the Secretary.

Section 4.10

Assistant Treasurers.  Assistant Treasurers, if there be any,

shall perform such duties and have such powers as from time to time may be assigned to

them by the Board of Directors, the President, any Vice President, if there be one, or the

Treasurer, and in the absence of the Treasurer or in the event of the Treasurer's inability

or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have

all the powers of and be subject to all the restrictions upon the Treasurer.  If required by

the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such

sum and with such surety or sureties as shall be satisfactory to the Board of Directors for

the faithful performance of the duties of the office of Assistant Treasurer and for the

restoration to the Corporation, in case of the Assistant Treasurer's death, resignation,

retirement or removal from office, of all books, papers, vouchers, money and other

property of whatever kind in the Assistant Treasurer's possession or under the Assistant

Treasurer's control belonging to the Corporation.

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Section 4.11

Other Officers.  Such other officers as the Board of

Directors may choose shall perform such duties and have such powers as from time to

time may be assigned to them by the Board of Directors.  The Board of Directors may

delegate to any other officer of the Corporation the power to choose such other officers

and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 5.1

Form of Certificates.  Every holder of stock in the

Corporation shall be entitled to have a certificate signed by, or in the name of the

Corporation (i) by the Chairman of the Board of Directors, or the President or a Vice

President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an

Assistant Secretary of the Corporation, certifying the number of shares owned by such

stockholder in the Corporation.

Section 5.2

Signatures.  Any or all of the signatures on a certificate

may be a facsimile.  In case any officer, transfer agent or registrar who has signed or

whose facsimile signature has been placed upon a certificate shall have ceased to be such

officer, transfer agent or registrar before such certificate is issued, it may be issued by the

Corporation with the same effect as if such person were such officer, transfer agent or

registrar at the date of issue.

Section 5.3

Lost Certificates.  The Board of Directors may direct a new

certificate to be issued in place of any certificate theretofore issued by the Corporation

alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact

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by the person claiming the certificate of stock to be lost, stolen or destroyed.  When

authorizing such issuance of a new certificate, the Board of Directors may, in its

discretion and as a condition precedent to the issuance thereof, require the owner of such

lost, stolen or destroyed certificate, or such owner's legal representative, to advertise the

same in such manner as the Board of Directors shall require and/or to give the

Corporation a bond in such sum as it may direct as indemnity against any claim that may

be made against the Corporation on account of the alleged loss, theft or destruction of

such certificate or the issuance of such new certificate.

Section 5.4

Transfers.  Stock of the Corporation shall be transferable in

the manner prescribed by applicable law and in these By-Laws.  Transfers of stock shall

be made on the books of the Corporation only by the person named in the certificate or

by such person's attorney lawfully constituted in writing and upon the surrender of the

certificate therefor, properly endorsed for transfer and payment of all necessary transfer

taxes; provided, however, that such surrender and endorsement or payment of taxes shall

not be required in any case in which the officers of the Corporation shall determine to

waive such requirement.  Every certificate exchanged, returned or surrendered to the

Corporation shall be marked "Cancelled," with the date of cancellation, by the Secretary

or Assistant Secretary of the Corporation or the transfer agent thereof.  No transfer of

stock shall be valid as against the Corporation for any purpose until it shall have been

entered in the stock records of the Corporation by an entry showing from and to whom

transferred.

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Section 5.5

Dividend Record Date.  In order that the Corporation may

determine the stockholders entitled to receive payment of any dividend or other

distribution or allotment of any rights or the stockholders entitled to exercise any rights in

respect of any change, conversion or exchange of stock, or for the purpose of any other

lawful action, the Board of Directors may fix a record date, which record date shall not

precede the date upon which the resolution fixing the record date is adopted, and which

record date shall be not more than sixty (60) days prior to such action.  If no record date

is fixed, the record date for determining stockholders for any such purpose shall be at the

close of business on the day on which the Board of Directors adopts the resolution

relating thereto.

Section 5.6

Record Owners.  The Corporation shall be entitled to

recognize the exclusive right of a person registered on its books as the owner of shares to

receive dividends, and to vote as such owner, and to hold liable for calls and assessments

a person registered on its books as the owner of shares, and shall not be bound to

recognize any equitable or other claim to or interest in such share or shares on the part of

any other person, whether or not it shall have express or other notice thereof, except as

otherwise required by law.

Section 5.7

Transfer and Registry Agents.  The Corporation may from

time to time maintain one or more transfer offices or agencies and registry offices or

agencies at such place or places as may be determined from time to time by the Board of

Directors.

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ARTICLE VI

NOTICES

Section 6.1

Notices.  Whenever written notice is required by law, the

Articles of Incorporation or these By-Laws, to be given to any director, member of a

committee or stockholder, such notice may be given by mail, addressed to such director,

member of a committee or stockholder, at such person's address as it appears on the

records of the Corporation, with postage thereon prepaid, and such notice shall be

deemed to be given at the time when the same shall be deposited in the United States

mail.  Written notice may also be given personally or by telegram, telex or cable.

Section 6.2

Waivers of Notice.  Whenever any notice is required by

applicable law, the Articles of Incorporation or these By-Laws, to be given to any

director, member of a committee or stockholder, a waiver thereof in writing, signed by

the person or persons entitled to notice, whether before or after the time stated therein,

shall be deemed equivalent thereto.  Attendance of a person at a meeting, present in

person or represented by proxy, shall constitute a waiver of notice of such meeting,

except where the person attends the meeting for the express purpose of objecting at the

beginning of the meeting to the transaction of any business because the meeting is not

 lawfully called or convened.  Neither the business to be transacted at, nor the purpose of,

any Annual or Special Meeting of Stockholders or any regular or special meeting of the

directors or members of a committee of directors need be specified in any written waiver

of notice unless so required by law, the Articles of Incorporation or these By-Laws.

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ARTICLE VII

GENERAL PROVISIONS

Section 7.1

Dividends.  Dividends upon the capital stock of the

Corporation, subject to the requirements of the Wisconsin Business Corporation Law of

(the “WBCL”) and the provisions of the Articles of Incorporation, if any, may be

declared by the Board of Directors at any regular or special meeting of the Board of

Directors (or any action by written consent in lieu thereof in accordance with Section 8 of

Article III hereof), and may be paid in cash, in property, or in shares of the Corporation's

capital stock.  Before payment of any dividend, there may be set aside out of any funds of

the Corporation available for dividends such sum or sums as the Board of Directors from

time to time, in its absolute discretion, deems proper as a reserve or reserves to meet

contingencies, or for purchasing any of the shares of capital stock, warrants, rights,

options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of

the Corporation, or for equalizing dividends, or for repairing or maintaining any property

of the Corporation, or for any proper purpose, and the Board of Directors may modify or

abolish any such reserve.

Section 7.2

Disbursements.  All checks or demands for money and

notes of the Corporation shall be signed by such officer or officers or such other person

or persons as the Board of Directors may from time to time designate.

Section 7.3

Fiscal Year.  The fiscal year of the Corporation shall be

fixed by resolution of the Board of Directors.

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Section 7.4

Corporate Seal.  The corporate seal shall have inscribed

thereon the name of the Corporation, the year of its organization and the words

"Corporate Seal, Wisconsin".  The seal may be used by causing it or a facsimile thereof

to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 8.1

Directors and Executive Officers.    The Corporation shall

indemnify its directors and executive officers to the fullest extent not prohibited by the

WBCL or any other applicable law; provided, however, that the Corporation may modify

the extent of such indemnification by individual contracts with its directors and executive

officers; and, provided, further, that the Corporation shall not be required to indemnify

any director or executive officer in connection with any proceeding (or part thereof)

initiated by such person unless (i) such indemnification is expressly required to be made

by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation,

(iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant

to the powers vested in the Corporation under the WBCL or any other applicable law or

(iv) such indemnification is required to be made under Section 8.4.

Section 8.2

Other Officers, Employees and Other Agents.  The

Corporation shall have power to indemnify its other officers, employees and other agents

as set forth in the WBCL or any other applicable law. The Board of Directors shall have

the power to delegate the determination of whether indemnification shall be given to any

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such person except executive officers to such officers or other persons as the Board of

Directors shall determine.

Section 8.3

Expenses.  The Corporation shall advance to any person

who was or is a party or is threatened to be made a party to any threatened, pending or

completed action, suit or proceeding, whether civil, criminal, administrative or

investigative, by reason of the fact that he is or was a director or executive officer, of the

Corporation, or is or was serving at the request of the Corporation as a director or

executive officer of another corporation, partnership, joint venture, trust or other

enterprise, prior to the final disposition of the proceeding, promptly following request

therefor, all expenses incurred by any director or executive officer in connection with

such proceeding provided, however, that if the WBCL requires, an advancement of

expenses incurred by a director or executive officer in his or her capacity as a director or

executive officer (and not in any other capacity in which service was or is rendered by

such indemnitee, including, without limitation, service to an employee benefit plan) shall

be made only upon delivery to the Corporation of an undertaking (hereinafter an

“undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it

shall ultimately be determined by final judicial decision from which there is no further

right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to

be indemnified for such expenses under this Article VIII or otherwise.  Notwithstanding

the foregoing, unless otherwise determined pursuant to Section 8.5, no advance shall be

made by the Corporation to an executive officer of the Corporation (except by reason of

the fact that such executive officer is or was a director of the Corporation in which event

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this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal,

administrative or investigative, if a determination is reasonably and promptly made (i) by

a majority vote of directors who were not parties to the proceeding, even if not a quorum,

or (ii) by a committee of such directors designated by a majority vote of such directors,

even though less than a quorum, or (iii) if there are no such directors, or such directors so

direct, by independent legal counsel in a written opinion, that the facts known to the

decision-making party at the time such determination is made demonstrate clearly and

convincingly that such person acted in bad faith or in a manner that such person did not

believe to be in or not opposed to the best interests of the Corporation.

Section 8.4

Enforcement.   Without the necessity of entering into an

express contract, all rights to indemnification and advances to directors and executive

officers under this Bylaw shall be deemed to be contractual rights and be effective to the

same extent and as if provided for in a contract between the Corporation and the director

or executive officer. Any right to indemnification or advances granted by this Article VIII

to a director or executive officer shall be enforceable by or on behalf of the person

holding such right in any court of competent jurisdiction if (i) the claim for

indemnification or advances is denied, in whole or in part, or (ii) no disposition of such

claim is made within ninety (90) days of request therefor. The claimant in such

enforcement action, if successful in whole or in part, shall be entitled to be paid also the

expense of prosecuting the claim. In connection with any claim for indemnification, the

Corporation shall be entitled to raise as a defense to any such action that the claimant has

not met the standards of conduct that make it permissible under the WBCL or any other

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applicable law for the Corporation to indemnify the claimant for the amount claimed. In

connection with any claim by an executive officer of the Corporation (except in any

action, suit or proceeding, whether civil, criminal, administrative or investigative, by

reason of the fact that such executive officer is or was a director of the Corporation) for

advances, the Corporation shall be entitled to raise a defense as to any such action clear

and convincing evidence that such person acted in bad faith or in a manner that such

person did not believe to be in or not opposed to the best interests of the Corporation, or

with respect to any criminal action or proceeding that such person acted without

reasonable cause to believe that his conduct was lawful. Neither the failure of the

Corporation (including its Board of Directors, independent legal counsel or its

stockholders) to have made a determination prior to the commencement of such action

that indemnification of the claimant is proper in the circumstances because he has met the

applicable standard of conduct set forth in the WBCL or any other applicable law, nor an

actual determination by the Corporation (including its Board of Directors, independent

legal counsel or its stockholders) that the claimant has not met such applicable standard

of conduct, shall be a defense to the action or create a presumption that claimant has not

met the applicable standard of conduct. In any suit brought by a director or executive

officer to enforce a right to indemnification or to an advancement of expenses hereunder,

the burden of proving that the director or executive officer is not entitled to be

indemnified, or to such advancement of expenses, under this Article VIII or otherwise

shall be on the Corporation.

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Section 8.5

Non-Exclusivity of Rights.  The rights conferred on any

person by this By-Law shall not be exclusive of any other right which such person may

have or hereafter acquire under any applicable statute, provision of the Articles of

Incorporation, By-Laws, agreement, vote of stockholders or disinterested directors or

otherwise, both as to action in his official capacity and as to action in another capacity

while holding office. The Corporation is specifically authorized to enter into individual

contracts with any or all of its directors, officers, employees or agents respecting

indemnification and advances, to the fullest extent not prohibited by the WBCL, or by

any other applicable law.

Section 8.6

Survival of Rights.  The rights conferred on any person by

this By-Law shall continue as to a person who has ceased to be a director or executive

officer and shall inure to the benefit of the heirs, executors and administrators of such a

person.

Section 8.7

Insurance.  To the fullest extent permitted by the WBCL or

any other applicable law, the Corporation, upon approval by the Board of Directors, may

purchase insurance on behalf of any person required or permitted to be indemnified

pursuant to this Article VIII.

Section 8.8

Amendments.  Any repeal or modification of this Article

VIII shall only be prospective and shall not affect the rights under this By-Law in effect

at the time of the alleged occurrence of any action or omission to act that is the cause of

any proceeding against any agent of the Corporation.

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Section 8.9

Saving Clause.  If this By-Law or any portion hereof shall

be invalidated on any ground by any court of competent jurisdiction, then the Corporation

shall nevertheless indemnify each director and executive officer to the full extent not

prohibited by any applicable portion of this Article VIII that shall not have been

invalidated, or by any other applicable law. If this Article VIII shall be invalid due to the

application of the indemnification provisions of another jurisdiction, then the Corporation

shall indemnify each director and executive officer to the full extent under any other

applicable law.

Section 8.10

Certain Definitions.  For the purposes of this Article VIII,

the following definitions shall apply:  

(1) The term “proceeding” shall be broadly construed and shall include, without

limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and

appeal of, and the giving of testimony in, any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative.

(2) The term “expenses” shall be broadly construed and shall include, without

limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or

judgment and any other costs and expenses of any nature or kind incurred in connection

with any proceeding.

(3) The term the “Corporation” shall include, in addition to the resulting

corporation, any constituent corporation (including any constituent of a constituent)

absorbed in a consolidation or merger which, if its separate existence had continued,

would have had power and authority to indemnify its directors, officers, and employees

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or agents, so that any person who is or was a director, officer, employee or agent of such

constituent corporation, or is or was serving at the request of such constituent corporation

as a director, officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise, shall stand in the same position under the provisions of this

Article VIII with respect to the resulting or surviving corporation as he would have with

respect to such constituent corporation if its separate existence had continued.

(4) References to a “director,” “executive officer,” “officer,” “employee,” or

“agent” of the Corporation shall include, without limitation, situations where such person

is serving at the request of the Corporation as, respectively, a director, executive officer,

officer, employee, trustee or agent of another corporation, partnership, joint venture, trust

or other enterprise.

(5) References to “other enterprises” shall include employee benefit plans;

references to “fines” shall include any excise taxes assessed on a person with respect to

an employee benefit plan; and references to “serving at the request of the Corporation”

shall include any service as a director, officer, employee or agent of the Corporation

which imposes duties on, or involves services by, such director, officer, employee, or

agent with respect to an employee benefit plan, its participants, or beneficiaries; and a

person who acted in good faith and in a manner he reasonably believed to be in the

interest of the participants and beneficiaries of an employee benefit plan shall be deemed

to have acted in a manner “not opposed to the best interests of the Corporation” as

referred to in this Article VIII.

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ARTICLE IX

AMENDMENTS

Section 9.1

Amendments.  These By-Laws may be altered, amended or

repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by

the Board of Directors; provided, however, that notice of such alteration, amendment,

repeal or adoption of new By-Laws be contained in the notice of such meeting of the

stockholders or Board of Directors, as the case may be.  All such amendments must be

approved by either the holders of a majority of the outstanding capital stock entitled to

vote thereon or by a majority of the entire Board of Directors then in office.

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Section 9.2

Entire Board of Directors.  As used in this Article IX and in

these By-Laws generally, the term "entire Board of Directors" means the total number of

directors which the Corporation would have if there were no vacancies.

* * *

Adopted as of: October 19, 2011

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