EXHIBIT 3(d)
BY-LAWS
OF
INDIANA MICHIGAN POWER COMPANY*
Section 1. The annual meeting of the stockholders of the company shall be
held at its office in the City of Fort Wayne, Indiana, at 12 o'clock noon, or at
such other hour stated in the notice of the meeting as the directors may
determine, on the fourth Tuesday of April in each year after the year 1925,
unless such day is a legal holiday, in which case such meeting shall be held on
the next business day following. (As Amended 12/2/52)
Section 2. Special meetings of the stockholders of the company may be held
upon call of the Board of Directors or of the Executive Committee, or of
stockholders holding one-fourth in number of the shares of the capital stock, at
such time and at such place within or without the State of Indiana as may be
stated in the call and notice. (As Amended 8/6/53)
Section 3. Notice of the time and place of every meeting of stockholders
shall be mailed by the Secretary at least ten days previous thereto, to each
stockholder of record, at his last known post office address, but meetings may
be held without notice if all stockholders are present, or if notice is waived
before or after the meeting by those not present.
Section 4. The holders of a majority in number of the shares of the capital
stock of the company must be present in person or by proxy at each meeting of
the stockholders to constitute a quorum; less than a quorum, however, having
power to adjourn.
Section 5. Meetings of the stockholders shall be presided over by the
Chairman of the Board, or, if he is not present, by the President, or, if
neither is present, by a Vice President, or, if none of such officers is
present, by a Chairman to be elected at the meeting. The Secretary of the
company shall act as Secretary of such meetings, if present.
Section 6. At all meetings of stockholders each stockholder, entitled to
vote thereat, shall be entitled to one vote for each share of stock held by him,
and may vote and otherwise act either in person or by proxy, but no proxy shall
be voted upon when granted more than ninety days before the meeting which shall
be named therein, or after the final adjournment of said meeting.
* The name of the Company was changed from Indiana & Michigan Electric
Company to Indiana Michigan Power Company on September 9, 1987.
Section 7. The company may issue and dispose of any of its shares of its
stock of no denomination or par value, then authorized by the agreement of
merger or union forming this company, or by any subsequent increase of capital
stock, or by any Certificate of Amendment, for such consideration as may be
fixed from time to time by the Board of Directors, and authority to the Board of
Directors so to fix such consideration is hereby granted.
Section 8. Certificates of stock shall be signed by the Chairman of the
Board, the President or a Vice President and the Secretary or an Assistant
Secretary of the company; provided, however, that where such certificates are
also signed by a transfer agent and a registrar, or both, the signatures of any
such officers of the company may be facsimiles. (As Amended 1/31/80)
Section 9. The Board of Directors shall consist of such number, not less
than three nor more than fifteen members, as shall be fixed from time to time by
the Board of Directors or by the stockholders at the annual meeting or a special
meeting held for such purpose. One-third of the total members of the Board of
Directors shall constitute a quorum for the transaction of all business. The
directors shall be elected by the stockholders at each annual meeting of the
stockholders. Each director shall be elected for a term of one year and shall
hold office until his successor is chosen and qualified. Any vacancy occurring
in the Board of Directors caused by death, resignation, increase in number of
directors or otherwise shall be filled by a majority vote of the remaining
members of the Board of Directors until the next annual meeting of the
stockholders. Any director may be removed, with or without cause, at any time by
the affirmative vote of a majority of the outstanding shares then held of record
by the stockholders of the Company entitled to vote at a special meeting of the
stockholders called for that purpose. (As amended 11/28/01)
Section 10. Meetings of the Board of Directors shall be held at the times
fixed by resolution of the Board, or upon call of the Executive Committee, the
Chairman of the Board, the President, or a Vice President. The Secretary or
officer performing his duties shall give reasonable notice (which need not
exceed two days) of all meetings of directors, provided that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolution of the Board. The
meetings may be held at any time without notice if all of the directors are
present, or if those not present waive notice, either before or after the
meeting.
Section 11. The Board of Directors, as soon as may be convenient after the
election of directors in each year, shall elect from among their number a
Chairman of the Board and shall also elect a President, one or more Vice
Presidents, a Secretary and a Treasurer and shall, from time to time, elect such
other officers as they may deem proper. The same person may be elected to more
than one office. (As amended 12/19/90)
Section 12. The Board of Directors, as soon as may be after the election in
each year, may appoint an Executive Committee to consist of the Chairman of the
Board and such number of directors as the Board may from time to time determine.
Such Committee shall have and may exercise all of the powers of the Board during
the intervals between its meetings, which may be lawfully delegated, subject to
such limitations as may be provided by resolution of the Board. The Board shall
have the power at any time to change the membership of such Committee and fill
vacancies in it. The Executive Committee may make rules for the conduct of its
business and may appoint such Committees and assistants as it may deem
necessary. The Board may from time to time determine by resolution the number of
members of such Committee required to constitute a quorum. The Chairman of the
Board shall be the Chairman of the Executive Committee.
Section 13. The term of office of all officers shall be one year, or until
their respective successors are elected, but any officer may be removed from
office at any time by the Board of Directors, unless otherwise agreed by
agreement in writing duly authorized by the Board of Directors; and no agreement
for the employment of any officer for a longer period than one year shall be so
authorized.
Section 14. The officers of the company shall have such powers and duties
as generally pertain to their offices, respectively, as well as such powers and
duties as from time to time shall be conferred by the Board of Directors or the
Executive Committee.
Section 15. (1) In this Section 15:
(a) "expenses" includes, without limitation, counsel fees;
(b) "employee" shall include, without limitation, any employee,
including any professionally licensed employee of the
company. Such term shall also include, without limitation,
any employee, including any professionally licensed
employee, of a subsidiary or affiliate of the company who is
acting on behalf of the company;
(c) "liability" means the obligation to pay a judgment,
settlement, penalty, fine, including any excise tax assessed
with respect to an employee benefit plan, or reasonable
expenses incurred with respect to a proceeding;
(d) "official capacity" means, (i) when used with respect to a
director, the office of director in the company; or (ii)
when used with respect to an individual other than a
director, the office in the company held by the officer or
the employment or agency relationship undertaken by the
employee or agent on behalf of the. company. "Official
capacity" does not include service, at the request of the
company or otherwise, for any other foreign or domestic
corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise whether for
profit or not;
(e) "party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding;
(f) "proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative or investigative and whether formal or
informal, including all appeals.
(2) The company shall indemnify any person who was or is made a
party to a proceeding because such person is or was a director,
officer or employee of the company, or any subsidiary or affiliate of
the company, or is or was serving at the request of the company as a
director, trustee, partner, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, whether for profit or not,
against liability incurred by such person in the proceeding and
against all reasonable expenses incurred in successfully asserting a
claim for indemnification pursuant to this Section 15 if (i) such
person's conduct was in good faith; and (ii) such person reasonably
believed, in the case of conduct in his or her official capacity with
the company, that his or her conduct was in the best interests of the
company, and in all other cases that his or her conduct was at least
not opposed to its best interests; and (iii) in the case of any
criminal proceeding, such person either had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful. A person is considered to be
serving an employee benefit plan at the company's request if such
person's duties to the company also impose duties on, or otherwise
involve services by, such person to the plan or to participants in or
beneficiaries of the plan. A person's conduct with respect to an
employee benefit plan for a purpose such person reasonably believed to
be in the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement of this Section 15. The
termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director, officer or employee
did not meet the standard of conduct described in this subsection (2).
(3) In any case in which a director, officer or employee of the
company requests indemnification, upon such person's request, the
Board of Directors shall meet within sixty (60) days thereof to
determine whether such person is eligible for indemnification in
accordance with the applicable standards of conduct set forth in
subsection (2) of this Section 15 or to cause such a determination to
be made in a manner provided for in this subsection (3). Such
determination shall be made as follows:
(a) By the Board of Directors by a majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;
(b) If a quorum cannot be obtained under paragraph (a) of this
subsection (3), by majority vote of a committee duly
designated by the Board of Directors (in which designation
directors who are parties to the proceeding may
participate), consisting solely of two or more directors not
at the time parties to the proceeding;
(c) By special legal counsel:
(i) Selected by the Board of Directors or its committee in
the manner prescribed in paragraphs (a) or (b) of this
subsection (3); or
If a quorum of the Board of Directors cannot be obtained
under paragraph (a) of this subsection (3) and a committee
cannot be designated under paragraph (b) of this subsection
(3), selected by majority vote of the full Board of
Directors, in which selection directors who are parties may
participate; or
(d) By the stockholders, but shares owned by or voted under the
control of directors, officers or employees who are at the
time parties to the proceeding may not be voted on the
determination; or
(e) By the Chairman of the Board if the person seeking
indemnification is not a director or officer of the company.
Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under paragraph (c) of this subsection (3) to
select counsel.
(4) To the fullest extent permitted by law, the company shall
promptly advance expenses as they are incurred by any person who is a
party to any proceeding, by reason of the fact that such person is or
was a director, officer or employee of the company or of any
subsidiary or affiliate of the company, or is or was serving at the
request of the company as a director, trustee, partner, officer,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, whether for profit or not, upon request of such person and
receipt of an undertaking by or on behalf of such person to repay
amounts advanced to the extent that it is ultimately determined that
such person was not eligible for indemnification in accordance with
the standards set forth in subsection (2) of this Section 15.
(5) The provisions of this Section 15 shall be deemed to be a
contract between the company and each director, officer or employee of
the company, or its subsidiaries or affiliates, and any modification
or repeal of this Section 15 or any provisions of the Indiana Business
Corporation Law shall not diminish any rights or obligations existing
prior to such modification or repeal with respect to any proceeding
theretofore or thereafter brought; provided, however, that the right
of indemnification provided in this Section 15 shall not be deemed
exclusive of any other rights to which any director, officer or
employee of the company may now be or hereafter become entitled apart
from this Section 15, under any applicable law including the Indiana
Business Corporation Law. Irrespective of the provisions of this
Section 15, the Board of Directors may, at any time or from time to
time, approve indemnification of directors, officers, employees or
agents to the full extent permitted by the Indiana Business
Corporation Law at the time in effect, whether on account of past or
future actions or transactions. Notwithstanding the foregoing, the
company shall enter into such additional contracts providing for
indemnification and advancement of expenses with directors, officers
or employees of the company or its subsidiaries or affiliates as the
Board of Directors shall authorize, provided that the terms of any
such contract shall be consistent with the provisions of the Indiana
Business Corporation Law.
(6) The indemnification provided by this Section 15 shall be
limited with respect to directors, officers and controlling persons to
the extent provided in any undertaking entered into by the company or
its subsidiaries or affiliates, as required by the Securities and
Exchange Commission pursuant to any rule or regulation of the
Securities and Exchange Commission now or hereafter in effect.
If the company indemnifies or advances expenses to a director pursuant
to this Section 15 in connection with a proceeding by or in the right of
the company, then the company shah report the indemnification or advance as
required by the Indiana Business Corporation Law.
The company may purchase and maintain insurance on behalf of any
person described in this Section 15 against any liability which may be
asserted against such person whether or not the company would have the
power to indemnify such person against such liability under the provisions
of this Section 15.
Every reference in this Section 15 to directors, officers or employees
shall include, unless the context requires otherwise, former directors,
officers and employees and their respective estates or personal
representatives.
If any provision of this Section 15 shall be found invalid or limited
in application by reason of any law, regulation or proceeding, it shall not
affect any other provision or the validity of the remaining provisions
hereof.
The provisions of this Section 15 shall be applicable to claims,
actions, suits or proceedings made, commenced or pending after the adoption
hereof, whether arising from acts or omissions to act occurring before or
after the adoption hereof. (As amended 4/21/87)
Section 16. These By-Laws may be amended or added to at any meeting of the
Board of Directors by affirmative vote of a majority of all the directors, if
notice of the proposed change has been delivered or mailed to the directors five
days before the meeting, or if all the directors are present, or if all not
present assent in writing to such change.