BYLAWS Exhibit 3.03
AS AMENDED
TO AND INCLUDING
FEBRUARY 13, 1998
CENTRAL ILLINOIS
PUBLIC SERVICE
COMPANY
BYLAWS
OF
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
ARTICLE I
SHARES AND TRANSFERS
Section 1. Each holder of duly paid shares of the Company shall be
entitled to a certificate or certificates stating the number and class of
shares owned by such holder. Such certificates shall be signed by the
appropriate officers of the Company (which, in the absence of contrary
action by the Board, shall be the President or any Vice President and the
Secretary or any Assistant Secretary of the Company); shall be sealed with
the corporate seal of the Company, which seal may be facsimile; and shall
be countersigned by a Transfer Agent, and countersigned and registered by a
Registrar, appointed by the Board. If a certificate is countersigned by a
Transfer Agent and countersigned and registered by a Registrar, other (in
each case) than the Company itself or its employee, the signature of either
or both of such officers of the Company, and the countersignature of any
such Transfer Agent or its officer or employee, may be facsimiles. In case
any officer of the Company, or any officer or employee of a Transfer Agent,
who has signed or whose facsimile signature has been placed upon any such
certificate shall cease to be an officer of the Company or an officer or an
employee of the Transfer Agent, as the case may be, before such certificate
is issued, the certificate may be issued by the Company with the same
effect as if such officer of the Company or such officer or employee of the
Transfer Agent had not ceased to be such at the date of issue of such
certificate.
Section 2. Shares shall be transferable only on the books of the
Company and upon proper endorsement and surrender of the outstanding
certificate or certificates representing such shares. If an outstanding
certificate shall be lost, destroyed or stolen, the holder thereof may have
a new certificate upon producing evidence satisfactory to the Company of
such loss, destruction or theft and upon furnishing to the Company, the
Transfer Agent and the Registrar indemnity deemed sufficient by the
Company.
Section 3. Notwithstanding the foregoing provisions of this Article
I, the Board of Directors may also provide by resolution that some or all
of any or all classes and series of its shares shall be uncertificated
shares, provided that such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Company.
Except as otherwise provided by statute, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. The annual meeting of the shareholders shall be held on
the fourth Tuesday in April of each year (or if such day shall be a legal
holiday then upon the next succeeding day not a legal holiday) or upon such
other day determined by resolution of the Board of Directors. Each such
regular annual meeting shall be held at such time and at such location,
within or without the State of Illinois, as the Board of Directors shall
order. At such annual meeting, a board of directors shall be elected and
such other business shall be transacted as may properly come before such
meeting.
Section 2. Special meetings of the shareholders may be called by the
President, by the Board of Directors, by the holders of not less than one-
fifth of all the outstanding shares entitled to vote on the matter for
which the meeting is called, or in such other manner as may be provided by
statute. Each such special meeting shall be held at such location, within
or without the State of Illinois, as the Board of Directors shall order.
Section 3. Written notice of the place, day and hour of each meeting
of shareholders and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each
shareholder of record entitled to vote at such meeting. Such notice shall
be sent by mail to each such shareholder, at the address of such
shareholder as it appears on the records of the Company, not less than ten
days or more than sixty days before the date of the meeting, except in
cases where some other special method of notice may be required by statute,
in which case the statutory method shall be followed. Notice of any
meeting of the shareholders may be waived by any shareholder. Attendance of
a shareholder (either in person or by proxy) at any meeting shall
constitute waiver of notice thereof unless the shareholder (in person or by
proxy, as the case may be) at the meeting objects to the holding of the
meeting because proper notice was not given.
Section 4. At any shareholders' meeting a majority of the shares
outstanding and entitled to vote on the matter (excluding such shares as
may be owned by the Company) must be represented (either in person or by
proxy) in order to constitute a quorum for consideration of such matter,
but the shareholders represented at any meeting, though less than a quorum,
may adjourn the meeting to some other day or sine die. If a quorum is
present (either in person or by proxy) at a shareholders' meeting, the
affirmative vote of the holders of the majority of shares represented at
the meeting and entitled to vote on a matter shall be the act of the
shareholders, unless the vote of a greater number or voting by classes
shall be required by law or the Articles of Incorporation.
Section 5. The President and Secretary of the Company shall act as
Chairman and Secretary, respectively, of each shareholders' meeting, unless
the shareholders represented at the meeting shall otherwise decide.
ARTICLE III
BOARD OF DIRECTORS
Section 1. The business and affairs of the Company shall be managed
by or under the direction of the Board of Directors consisting of not less
than seven or more than twelve members. The exact number of directors
within the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority of the entire Board of
Directors. The Board of Directors shall be elected at each annual meeting
of the shareholders, but, if for any reason the election shall not be held
at an annual meeting, it may be subsequently held at any special meeting of
the shareholders after proper notice. Directors so elected shall hold
office until the next succeeding annual meeting of shareholders or until
their respective successors, willing to serve, shall have been elected and
qualified. Any vacancy occurring in the Board of Directors arising between
meetings of shareholders by reason of an increase in the number of
directors or otherwise may be filled by a majority of the members of the
Board.
Section 2. A meeting of the Board of Directors shall be held on the
same date as the annual meeting of shareholders in each year, at the same
place where such annual meeting shall have been held or at such other place
as shall be determined by the Board. Regular meetings of the Board shall be
held in such place, within or without the State of Illinois, and on such
dates each year as shall be established from time to time by the Board.
Notice of every such regular meeting of the Board, stating the place, day
and hour of the meeting, shall be given to each director personally, or by
telegraph or other written means of electronic communication, or by
depositing the same in the mails properly addressed, at least two days
before the date of such meeting. Except where required by statute, neither
the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board need be specified in the notice or waiver of
notice of such meeting.
Section 3. Special meetings of the Board of Directors may be called
at any time by the President, or by a Vice President, when acting as
President, or by any two directors. Notice of such meeting, stating the
place, day and hour of the meeting shall be given to each director
personally in writing, or by telegraph or other written means of electronic
communication, or by depositing the same in the mails properly addressed,
or orally promptly confirmed by written notice in any one of the aforesaid
forms, not less than the day prior to the date of such meeting.
Section 4. Notice of any meeting of the Board may be waived by any
director. Attendance of a director at any meeting shall constitute waiver
of notice of such meeting except where a director attends a meeting for the
express purpose of objecting to the transaction of any business at the
meeting because the meeting is not lawfully called or convened.
Section 5. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board, but
less than a majority of the Board may adjourn the meeting to some other day
or sine die. The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board unless the vote
of a greater number or the vote of any class of directors shall be required
by the Articles of Incorporation. The President of the Company shall act
as Chairman at each meeting of the Board but, in the President's absence,
one of the directors present at the meeting who shall have been elected for
the purpose by majority vote of those directors in attendance shall act as
Chairman; and the Secretary of the Company, or in the Secretary's stead, an
Assistant Secretary shall act as Secretary at each such meeting. The
members of the Board shall receive such compensation as the Board may from
time to time by resolution determine.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. A majority of directors may appoint committees, standing
or special, from time to time from among members of the Board, and confer
powers on such committees and revoke such powers and terminate the
existence of such committees at its pleasure.
Section 2. Meetings of any committee may be called in such manner and
may be held at such times and places as such committee may by resolution
determine, provided that a meeting of any committee may be called at any
time by the President of the Company. Members of all committees shall
receive such compensation as the Board of Directors may from time to time
by resolution determine.
Section 3. Each committee shall have such authority of the Board of
Directors as shall be granted to it by the Board; provided, however, a
committee may not take any action not permitted to be taken by a committee
pursuant to the Business Corporation Act of 1983, as amended from time to
time.
ARTICLE V
OFFICERS
Section 1. There shall be elected by the Board of Directors (if
practicable at its first meeting after the annual election of directors in
each year) the following principal officers, namely: A President, such
number of Vice Presidents as the Board may from time to time decide upon
(any one or more of whom may be designated as Executive Vice President,
Senior Vice President or otherwise), a Secretary, a Treasurer and a
Controller. References in these Bylaws to Vice Presidents shall include
any such Executive Vice President, Senior Vice President or other Vice
President, however denominated. The Board may in its discretion also elect
such other officers as may from time to time be provided for by the Board.
Any two or more offices may be held by the same person. All officers,
unless sooner removed, shall hold their respective offices until the first
meeting of the Board of Directors after the next succeeding annual election
of directors and until their successors, willing to serve, shall have been
elected, but any officer, including any officer appointed by the President
as provided in Section 2 of this Article V, may be removed from office at
the pleasure of the Board. Election or appointment of an officer shall not
of itself create contract rights.
Section 2. The President shall be the chief executive officer of the
Company and shall have the general management and direction, subject to the
control of the Board of Directors, of the business of the Company,
including the power to appoint and to remove and discharge any and all
assistant officers, agents and employees of the Company not elected or
appointed directly by the Board of Directors. The President may execute
for and on behalf of the Company any contracts, deeds, mortgages, leases,
bonds, or other instruments and may accomplish such execution either under
or without the seal of the Company and either individually or with the
Secretary, any Assistant Secretary, or any other officer or person
thereunto authorized by the Board of Directors, according to the
requirements of the form of the instrument. The President shall have such
other powers and duties as usually devolve upon the president of a
corporation, and such further powers and duties as may from time to time be
prescribed by the Board of Directors. The President may delegate any part
of the duties of that office to one or more of the Vice Presidents of the
Company.
Section 3. Each of the Vice Presidents shall have such powers and
duties as may be prescribed for such office by the Board of Directors or as
may be prescribed for or delegated to such officer by the President. Each
Vice President may execute for and on behalf of the Company any contracts,
deeds, mortgages, leases, bonds, or other instruments in each case in
accordance with the authority therefor granted by the President or the
Board of Directors, which authority may be general or confined to specific
instances. Such execution may be accomplished either individually or with
any other officer or person thereunto authorized by the President or the
Board of Directors, according to the requirements of the form of the
instrument. In the absence or inability of the President or in case of the
President's death, resignation or removal from office, the powers and
duties of the President shall temporarily devolve upon such one of the Vice
Presidents as the Board shall have designated or shall designate for the
purpose and the Vice President so designated shall have and exercise all
the powers and duties of the President during such absence or disability or
until the vacancy in the office of President shall be filled. Each Vice
President may delegate any part of the duties of that office to employees
of the Company under such Vice President's supervision.
Section 4. The Secretary shall attend all meetings of the Board of
Directors, shall keep a true and faithful record thereof in proper books to
be provided for that purpose, and shall have the custody and care of the
corporate seal, records, minutes and stock books of the Company. The
Secretary shall also act as Secretary of all shareholders' meetings, and
keep a record thereof, except to the extent some other person may have been
selected to act as Secretary by such meeting. The Secretary shall keep a
suitable record of the addresses of shareholders, shall have general charge
of the stock transfer books of the Company, and shall, except as may be
otherwise required by statute or by the Bylaws, sign, issue and publish all
notices required for meetings of shareholders and for meetings of the Board
of Directors. The Secretary shall sign all share certificates, bonds and
mortgages, and all other documents and papers to which the Secretary's
signature may be necessary or appropriate, shall affix the seal, and shall
have such other powers and duties as are commonly incidental to the office
of Secretary or as may be prescribed for or delegated to that office by the
Board of Directors, by the President, or, if authorized by the Board or the
President to prescribe such powers and duties, by a Vice President. The
Secretary may delegate any part of the duties of that office to employees
of the Company under the Secretary's supervision.
Section 5. The Treasurer shall have charge of, and be responsible
for, the collection, receipt, custody and disbursement of the funds of the
Company, and the deposit of its funds in the name of the Company in such
banks, trust companies or safety vaults as the Board of Directors may
direct which direction may be general or confined to specific depositories.
The Treasurer shall have custody of such books, receipted vouchers and
other papers and records as in the practical business operations of the
Company shall naturally belong in the office or custody of the Treasurer or
as shall be placed in the custody of the Treasurer by the Board of
Directors, by the President, or, if authorized by the Board or the
President, by a Vice President. The Treasurer shall have such other powers
and duties as are commonly incidental to the office of Treasurer or as may
be prescribed for or delegated to that office by the Board of Directors, by
the President, or, if authorized by the Board or the President to prescribe
such powers and duties, by a Vice President. The Treasurer may be required
to give a bond to the Company for the faithful discharge of the Treasurer's
duties, in such form and in such amount and with such sureties as shall be
determined by the Board of Directors. The Treasurer may delegate any part
of the Treasurer's duties to employees of the Company under the Treasurer's
supervision.
Section 6. The Controller shall be the principal accounting officer
of the Company. Except as otherwise provided in these Bylaws and except as
otherwise provided by the Board of Directors, the Controller will be
responsible for the direction of the auditing organization of the Company
(other than the Internal Audit function), the establishment and maintenance
of accounting procedures, the interpretation of all financial statements
and accounting reports of the Company and functional supervision over the
records of all other departments of the Company pertaining to revenues,
expenses, moneys, securities, properties, materials and supplies. The
Controller shall have such other powers and duties as are commonly
incidental to the office of Controller or as may be prescribed for or
delegated to the Controller by the Board of Directors, by the President,
or, if authorized by the Board or the President to prescribe such powers
and duties, by a Vice President. The Controller may be required to give a
bond to the Company for the faithful discharge of the Controller's duties,
in such form and in such amount and with such sureties as shall be
determined by the Board of Directors. The Controller may delegate any part
of the Controller's duties to employees of the Company under the
Controller's supervision.
Section 7. The Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Assistant Controllers shall, respectively, assist
the Vice Presidents, the Secretary, the Treasurer and the Controller of the
Company in the performance of the respective duties assigned to such
principal officers and, in assisting the respective principal officer, each
assistant officer shall, for such purposes, have the same powers as the
respective principal officer. The powers and duties of any principal
officer shall, except as otherwise ordered by the Board of Directors,
temporarily devolve upon the respective assistant in case of the absence,
disability, death, resignation or removal from office of such principal
officer.
ARTICLE VI
MISCELLANEOUS
Section 1. The funds of the Company shall be deposited to its credit
in such banks or trust companies as the Board of Directors from time to
time shall approve, which approval may be general or confined to specific
instances. Such funds shall be withdrawn only on checks or drafts of the
Company or by direct, wire or other electronic transfer of funds for the
purposes of the Company in accordance with procedures relating to
signatures and authorizations by officers of the Company which are approved
by the Board of Directors from time to time, which approval may be general
or confined to specific instances.
Section 2. No debts shall be contracted except for current expenses
unless authorized by the Board of Directors, and no bills shall be paid by
the Treasurer unless audited and approved by the Controller or by some
other person or committee authorized by the Board of Directors to audit and
approve bills for payment.
Section 3. All distributions to shareholders and all acquisitions by
the Company of its own shares shall be authorized by the Board of
Directors.
Section 4. The fiscal year of the Company shall close at the end of
December annually.
Section 5. All or any shares of stock of any corporation owned by the
Company may be voted at any meeting of the shareholders of such corporation
by the President, any Vice President or the Secretary of the Company upon
any question that may be presented at such meeting, and any such officer
may, on behalf of the Company, waive any notice of the calling of such
meeting required by any statute or bylaw and consent to the holding of any
such meeting without notice. The President, any Vice President or the
Secretary of the Company shall have authority to give to any person a
written proxy in the name of the Company and under its corporate seal to
vote at any meeting of the shareholders of any corporation all or any
shares of stock of such corporation owned by the Company upon any question
that may be presented at such meeting, with full power to waive any notice
of the calling of such meeting required by any statute or bylaw and to
consent to the holding of any such meeting without notice.
Section 6. (a) The Company shall indemnify 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 (other than an action by or in the right of
the Company) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or who is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company and, with respect to any criminal
action or proceeding, if such person had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that such
person's conduct was unlawful.
(b) The Company shall indemnify any person who was or is a party, or
is threatened to be made a party to, any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in
its favor by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or
suit, if such person being indemnified acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the best
interests of the Company, provided that no indemnification shall be made
with respect to any claim, issue, or matter as to which such person has
been adjudged to have been liable to the Company, unless, and only to the
extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
(c) To the extent that a director, officer, employee or agent has
been successful, on the merits or otherwise, in the defense of any action,
suit or proceeding referred to in paragraph (a) or (b), or in defense of
any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
(d) Any indemnification under paragraph (a) or (b) (unless ordered by
a court) shall be made by the Company only as authorized in the specific
case, upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because such person has
met the applicable standard of conduct set forth in paragraph (a) or (b).
Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable, if a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by the
shareholders of the Company.
(e) Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Company as authorized in this Section
6.
(f) The indemnification and advancement of expenses provided by or
granted under the other subsections of this Section 6 shall be effective
with respect to acts, errors or omissions occurring prior to, on or
subsequent to the date of adoption hereof and such indemnification shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action by a director, officer, employee or agent in such
person's official capacity and as to action in another capacity while
holding such office.
(g) The Company may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company,
or who is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against
such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Company would have
the power to indemnify such person against such liability under the
provisions of this Section 6.
(h) If the Company has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the Company shall report the
indemnification or advance in writing to the shareholders with or before
the notice of the next shareholders' meeting.
(i) For purposes of this Section 6 references to "the Company" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation)
absorbed in a merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers, and
employees or agents, so that any person who was a director, officer,
employee or agent of such merging corporation, or was serving at the
request of such merging 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
Section 6 with respect to the surviving corporation as such person would
have with respect to such merging corporation if its separate existence had
continued.
(j) For purposes of this Section 6, references to "other enterprise"
shall include employee benefit plans, and references to "serving at the
request of the Company" shall include any service as a director, officer,
employee or agent of the Company 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. A person who
acted in good faith and in a manner such person reasonably believed to be
in the best interests 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 Company" as referred to in this Section 6.
(k) The indemnification and advancement of expenses provided by or
granted under this Section 6 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of that person.
ARTICLE VII
AMENDMENT OR REPEAL OF BYLAWS
These Bylaws may be added to, amended or repealed by the Board of
Directors at any regular or special meeting of the Board.
STATE OF ILLINOIS )
)SS.
COUNTY OF SANGAMON )
I, the undersigned, hereby certify that I am
Secretary of Central Illinois Public Service Company and the Custodian of
the books and records of said Company.
I further certify that the above and foregoing is a true copy of
the Bylaws of said Company in effect on , 19 .
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said Company this day of ,
A.D. 19 .
(CORPORATE SEAL)