EXHIBIT 3(a)
AMENDED
ARTICLES OF INCORPORATION
OF
INDIANAPOLIS POWER & LIGHT COMPANY
The undersigned officers of INDIANAPOLIS POWER &
LIGHT COMPANY (hereinafter referred to as the "Company"),
existing pursuant to the provisions of The Indiana
General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate
action effectuating certain amendments of its Amended
Articles of Incorporation by the adoption of new Amended
Articles of Incorporation to supersede and take the place
of its heretofore existing Amended Articles of
Incorporation approved and filed in accordance with the
Act on April 23, 1976, certifying the following facts:
SUBDIVISION A
AMENDED ARTICLES
1. Text of Amended Articles
The exact text of the entire Amended Articles of
Incorporation of the Company (hereinafter referred to as
the "Amended Articles), now is as follows:
AMENDED
ARTICLES OF INCORPORATION*
OF
INDIANAPOLIS POWER & LIGHT COMPANY
ARTICLE 1
Name
The name of the Company is INDIANAPOLIS POWER &
LIGHT COMPANY.
ARTICLE 2
Purposes and Powers
Section 1. Purposes. The purposes for which the
Company is formed are as follows:
* Herein referred to as "Amended Articles".
+ As used herein, refers to The Indiana General
Corporation Act, as amended.
(a) General. To generate, produce, transmit,
distribute, purchase and sell, furnish and supply, or
otherwise dispose of, as a public utility or otherwise,
to the public or to any city, town or community within or
without the State of Indiana, for public or private use,
electricity, heat, light, steam, steam heat, hot water,
power, and any other commodities or services now or
hereafter furnished or supplied by public utilities, for
compensation; to construct, purchase, lease or otherwise
acquire, hold, own, operate, manage or control, either
alone or in conjunction with others, any plant, property,
equipment or facilities of any kind, character and
description whatsoever and wheresoever located, used and
useful or to be used and useful for or in connection with
the foregoing purposes; and to conduct, engage in and
carry on any manufacturing, merchandising and mercantile
business, and any other business whatsoever, not
prohibited by law.
(b) Ancillary Purposes. To do everything necessary,
proper, advisable or convenient for the accomplishment of
the purposes specified in subsection (a) of this Section;
to render services and to engage in allied and incidental
lines of business in connection therewith, and to do all
other things not forbidden by the Act, + by other law, or
by these Amended Articles.
Section 2. Powers. The Company, subject to any
limitations or restrictions imposed by the Act, other law
or by these Amended Articles, shall have the following
general rights, privileges and powers:
(a) Personal Property. To acquire (by purchase,
exchange, lease, hire or otherwise), hold, own, operate,
manage, control, use, lease, mortgage, pledge, give as
security, sell, convey, exchange or otherwise deal in and
dispose of, either alone or in conjunction with others,
personal property, tangible or intangible, and
commodities of every kind, character and description
whatsoever and any interests therein.
(b) Real Estate. To acquire (by purchase, exchange,
lease, hire or otherwise), hold, own, operate, manage,
control, use, lease, mortgage, sell, convey, exchange or
otherwise deal in and dispose of, either alone or in
conjunction with others, real estate of every kind,
character and description whatsoever and wheresoever
located, and any interests therein, and any improvements
thereon or appurtenances thereto.
(c) Eminent Domain. To have and enjoy the right of
eminent domain to the full extent provided by law, and in
the exercise of such power to take, acquire, condemn and
appropriate lands, and any interests therein, including,
without limitation, easements, rights-of-way, grants,
concessions, and any other property or rights, for its
corporate purposes, together with all accommodations and
privileges necessary to accomplish the use or uses for
which the same are taken, all in the manner and upon the
conditions prescribed by the laws of the state or states
in which such power of eminent domain may be exercised
from time to time by the Company.
(d) Permits and Concessions. To acquire (by grant,
purchase, lease or otherwise) franchises, permits,
licenses, certificates of convenience and necessity,
certificates of authority, concessions, grants, rights,
privileges and other authorizations, of every kind and
nature; to hold, own, use, develop, operate under, lease,
mortgage, pledge, sell, convey, exchange or otherwise
deal with and dispose of the same to the extent permitted
by law.
(e) Acquisition of Assets, Properties, Plants,
Business, and Good Will. To acquire (by purchase,
exchange, lease, hire or otherwise) so far as may be
permitted by law, either alone or in conjunction with
others, all or any part of the assets, properties,
plants, business, or good will of any person, firm,
association, partnership, corporation, or other entities,
either domestic or foreign; to pay for the same in cash,
shares of capital stock, or obligations of the Company or
otherwise; to assume in connection therewith any
liabilities of any such transferor; and to hold, own,
operate, manage, control, use, develop, and to lease,
mortgage, sell, convey, exchange or otherwise deal in and
dispose of, the whole, or any part, of the assets,
properties, plants, business or good will so acquired.
(f) Securities. To purchase, take, receive,
subscribe for, or otherwise acquire, guarantee, own,
hold, vote, use, employ, sell, mortgage, lend, pledge or
otherwise deal in and dispose of, shares or other
interests in, or obligations of, other domestic or
foreign corporations, associations, partnerships,
individuals, or other entities, for whatever purpose or
purposes organized or operating, including direct or
indirect obligations or other securities of the United
States of America or of any other government, state,
territory, governmental district or municipality or of
any instrumentality thereof.
(g) Partnership Arrangements. To enter into any
lawful arrangement for sharing profits, union of
interest, reciprocal association, or cooperative
association or partnership with any one or more domestic
or foreign corporations, associations, partnerships,
individuals or other entities, and to enter into any
general or limited partnership.
(h) Agency. To act as agent of or representative
for any one or more domestic or foreign corporations,
associations, partnerships, individuals, or other
entities.
(i) To Raise Funds. To borrow or raise monies from
time to time, without limit as to amount; to execute,
accept, endorse, and deliver, as evidence of such
borrowing, all kinds of securities, including, but
without limiting the generality thereof, promissory
notes, drafts, bills of exchange, bonds, debentures, and
other negotiable or non-negotiable instruments and
evidences of indebtedness; and to secure the payment and
performance of the obligations thereunder by mortgage on,
pledge of, or other security interest in the whole or any
part of the assets, properties, plants, business,
franchises and other operating rights, or good will of
the Company, whether at the time owned or thereafter
acquired.
(j) To Loan and Invest Funds. To lend money for its
corporate purposes, invest and reinvest its funds from
time to time, and take and hold any property as security
for the payment of funds so loaned or invested; and to
lend money to its employees, but to make no advancement
on account of services to be performed in the future or
any loan of money or property to any officer or director
of the Company.
(k) Contracts. To enter into, perform, terminate
and rescind contracts and other agreements.
(l) Guaranties. To make any guaranty respecting the
shares, dividends, securities, indebtedness, interest,
contracts or other obligations created by any one or more
domestic or foreign corporations, associations,
partnerships, individuals, or other entities.
(m) Dealing in Its Own Shares. To purchase, take,
receive or otherwise acquire, hold, own, sell, pledge,
transfer or otherwise dispose of its own shares; and
purchases of its own shares may be made, directly or
indirectly, out of its unreserved and unrestricted earned
surplus, and, to the extent permitted by the Act, out of
its capital surplus.
(n) Donations. To make contributions out of the
gross income of the Company to such entities, and for any
one or more of such purposes, including the public
welfare, or for charitable, scientific, or educational
purposes, as the Board of Directors may reasonably
believe will constitute such contributions deductions
from such gross income in computing the net income of the
Company subject to tax pursuant to the provisions of the
Internal Revenue Code as amended from time to time.
(o) Capacity to Act. To have the capacity to act
possessed by natural persons, but the Company shall have
authority to perform only such acts as are necessary,
convenient or expedient to accomplish the purposes for
which it is formed and such as are not repugnant to law.
(p) Officers, Agents, and Employees. To elect
officers, to appoint agents and to hire employees; to
define their duties; to determine and fix their
compensation; to establish and to pay for life,
disability, hospitalization, surgical benefits and other
insurance plans, pension plans, profit-sharing plans,
stock bonus plans, stock option plans, thrift plans, and
other incentive plans, for any or all of its directors,
officers and employees.
(q) Indemnification. To indemnify any director or
officer, or former director or officer, of the Company,
or any person who may serve at its request as a director
or officer of another corporation in which it owns shares
or of which it is a creditor, against expenses actually
and reasonably incurred by him in connection with the
defense of any action, suit or proceeding, civil or
criminal, in which he is made a party by reason of being
or having been such director or officer, or against
judgments, fines, penalties, court costs and attorney's
fees, or reasonable amounts paid by him in settlement in
connection with any such action, suit or proceeding, if
he has acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests
of the Company, or, in respect to any criminal action or
proceeding, if he had no reasonable cause to believe his
conduct was unlawful; provided that no such director or
officer shall be so indemnified in relation to matters as
to which he shall be adjudged in any such action, suit or
proceeding to be liable for negligence or misconduct in
the performance of duty.
The termination of any action, suit or proceeding by
settlement, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption
that the director or officer involved therein did not act
in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests
of the Company, or, in respect to any criminal action or
proceeding, that he had reasonable cause to believe his
conduct was unlawful.
Any indemnification shall be made by the Company
only as authorized in a specific case upon the
determination that indemnification of the director or
officer is proper in the circumstances because he has met
the applicable standard of conduct set forth in this
subsection (q). Such determination shall be made by he
Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such
action, suit or proceeding, or if such a quorum is not
obtainable, or if a quorum of disinterested directors so
directs, by independent legal counsel in a written
opinion.
Any such indemnification of a director or officer
shall not be deemed exclusive of any of the rights to
which he may be entitled as a matter of law or under any
other provision of these Amended Articles, or any
resolution, or other authorization heretofore or
hereafter adopted, after notice, by a majority vote of
all the voting shares of the Company then issued and
outstanding.
(r) Statutory Powers. To have and to exercise all
the general rights, privileges and powers conferred by
the laws of the State of Indiana upon corporations formed
under the Act, and all amendments made thereto from time
to time, and all applicable subsequent laws of the State
of Indiana.
(s) Ancillary Powers. To do all acts and things
necessary, convenient or expedient to carry out the
purposes for which the Company is organized.
Section 3. Construction of Powers as Purposes. The
powers enumerated in Section 2 of this Article shall be
construed as purposes as well as powers, and the matters
expressed in each clause thereof shall be in no wise
limited by reference to, or inference from, the terms of
any other clause, each of such clauses being regarded as
creating independent powers and purposes. The
enumeration of specific additional powers in the clauses
of Section 2 shall not be construed as limiting or
restricting in any manner either the meaning of general
terms used in this Article or the scope of the powers of
the Company created thereby; nor shall the expression of
one thing be deemed to exclude another not expressed
although it be of like nature.
Section 4. Carrying Out of Purposes and Exercise of
Powers in Any Jurisdiction. The Company may carry out
its purposes, conduct its business, and exercise its
powers in any state, territory, district or possession of
the United States of America, or in any foreign country,
to the extent that such purposes and powers are not
forbidden by the laws of such state, territory, district
or possession of the United States of America, or by such
foreign country; and, in the case of any state,
territory, district or possession of the United States of
America, or any foreign country, in which one or more of
such purposes or powers are forbidden by law, the Company
may limit the purpose or purposes which it proposes to
carry on or the powers it proposes to exercise in such
state, territory, district or possession of the United
States of America, or foreign country, to such purpose or
purposes or powers as are not forbidden by the law
thereof in any application to do business in such state,
territory, district or possession of the United States of
America, or foreign country.
Section 5. Limiting Provision. Nothing in these
Amended Articles shall be construed to authorize the
conduct by the Company of rural loan and savings
associations, credit unions, a banking, railroad,
insurance, surety, trust, safe deposit, mortgage
guarantee, or building and loan business, or to authorize
the Company to carry on the business of receiving
deposits of money, bullion, or foreign coins, or issuing
bills, notes or other evidences of debt for circulation
as money.
ARTICLE 3
Term of Existence
The period during which the Company shall continue
is perpetual.
ARTICLE 4
Principal Office and Resident Agent
The post office address of the principal office of
the Company is:
One Monument Circle
Indianapolis, Marion County, Indiana
and the name and post office address of its Resident
Agent is:
Bryan G. Tabler
One Monument Circle
Indianapolis, Marion County, Indiana.
ARTICLE 5
Number of Shares
The total number of shares which the Company shall
have authority to issue is twenty-five million
(25,000,000) shares, consisting of two million
(2,000,000) shares of the par value of one hundred
dollars ($100) per share, three million (3,000,000)
shares with a par value established by the Board of
Directors pursuant to Article 6, Subdivision D, of these
Amended Articles, and twenty million (20,000,000) shares
without par value.
ARTICLE 6
Terms of Shares
The designation of the different classes of shares,
the number and the par value, if any, of the shares of
each class, and a statement of the relative rights,
preferences, limitations and restrictions of each class,
including the authority of the Board of Directors with
respect thereto, are as follows:
A. Preferred Stock
Section 1. Designation of Class, Number and Par
Value of Shares. The two million (2,000,000) shares of
the par value of $100 per share shall constitute a single
class designated as the "Cumulative Preferred Stock"
(herein referred to as the "Preferred Stock").
Section 2. Preferred Stock Issuable in Series. The
Preferred Stock may be issued from time to time in one or
more series, with such distinctive serial designations as
shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock from
time to time adopted by the Board of Directors. All
shares of the Preferred Stock of any one series shall be
identical with each other in all respects except, if so
determined by the Board of Directors, as to the dates
from which dividends thereon shall be cumulative; and all
shares of the Preferred Stock shall be of equal rank with
each other, regardless of series, and shall be identical
with each other in all respects except as herein
provided.
Section 3. Authority of Board of Directors. In the
resolution or resolutions providing for the issue of
shares of each particular series of the Preferred Stock,
the Board of Directors is hereby expressly authorized to
fix and determine, so far as not inconsistent with the
provisions of these Amended Articles, and to the full
extent now or hereafter permitted by the laws of the
State of Indiana in respect of the matters set forth in
the following subparagraphs (a) to (f), inclusive:
(a) Dividends. The annual dividend rate for such
series.
(b) Redemption. The redemption price or prices per
share of such series.
(c) Liquidation. The amount per share which the
shares of such series shall be entitled to receive in the
event of a voluntary liquidation, dissolution, or winding
up of the Company.
(d) Sinking Fund. The terms and amount of any
sinking fund provided for the purchase or redemption of
the shares of such series.
(e) Conversion. The rights, if any, of the holders
of shares of such series to convert such shares into
shares of Common Stock or other junior stock of the
Company, with any provisions for the subsequent
adjustment of such conversion rights.
(f) Miscellaneous. The maximum number of shares of
such series issuable.
Section 4. General Provisions Applicable to
Preferred Stock. The following provisions shall apply to
all the Preferred Stock of the Company irrespective of
series:
(a) Dividends. The Preferred Stock of each series
shall be entitled, in preference to the Common Stock, to
receive dividends at, but not exceeding, the dividend
rate fixed for such series and expressed in the
certificates therefor, payable quarter-yearly, when and
as declared by the Board of Directors, out of the surplus
earnings or net profits or surplus paid in in cash of the
Company, on the first days of January, April, July and
October in each year. Such dividends shall be cumulative
from and after the date of issue in the case of the first
100,000 shares of Preferred Stock issued by the Company,
and, in the case of all additional shares of Preferred
Stock issued, such dividends shall be cumulative from the
quarterly dividend payment date on or next preceding the
date on which they shall have been issued, except that,
if so determined by the Board of Directors, another date
may be fixed therefor.
If, at the time of the issue of additional shares of
Preferred Stock, dividends upon the shares of Preferred
Stock at the time outstanding shall not then have been
paid or declared and set apart for payment at the fixed
dividend rate from the date or dates after which
dividends on said shares became cumulative to the
beginning of the then current dividend period, no
dividend shall be declared or paid on the additional
shares of Preferred Stock issued at such date until all
such dividends in arrears shall have been paid or
declared and set apart for payment as aforesaid and none
of the provisions hereof shall be deemed to prevent the
declaration and payment of such dividends in arrears
without a declaration or payment of dividends on the
additional shares so issued.
If at any time the payment of dividends to any
particular holder of record of outstanding shares of
Preferred Stock would require the payment of a sum which
would include a fraction of a cent, then the Company may
pay to such shareholder of record the next higher
integral amount in cents.
When dividends upon all shares of Preferred Stock
then outstanding at the fixed dividend rate from the date
or dates after which dividends on said shares became
cumulative to the end of the current dividend period
shall have been paid or declared and set apart for
payment, the Board of Directors in its discretion may
declare dividends on the Common Stock of the Company out
of the surplus earnings or net profits or surplus paid in
in cash of the Company, and no holders of any shares of
Preferred Stock, as such, shall be entitled to share
therein.
Unless dividends on all outstanding shares of
Preferred Stock, at the fixed dividend rate form the date
or dates after which dividends on said shares became
cumulative to the end of the current dividend period
shall have been paid or declared and set apart for
payment, no dividends shall be paid or declared and no
other distribution shall be made on the Common Stock, and
no Common Stock shall be purchased or otherwise acquired
for value by the Company.
(b) Liquidation. Upon any voluntary liquidation,
dissolution or winding up of the Company, the Preferred
Stock of each series shall be entitled, before any
distribution shall be made to the holders of the Common
Stock, to be paid the full preferential amount fixed by
the Board of Directors for such series as herein
authorized, and, in the event of involuntary liquidation,
dissolution or winding up of the Company, the Preferred
Stock of each series shall be entitled to be paid the sum
of $100 per share plus an amount which shall be equal to
the dividends accrued and unpaid thereon; but the holders
of the Preferred Stock shall be entitled to no further
participation in such distribution; and the holders of
the Common Stock shall be entitled, to the exclusion of
the holders of the Preferred Stock, to share ratably in
all assets of the Company remaining after payment to the
holders of the Preferred Stock of the full preferential
amounts aforesaid. If upon such liquidation, dissolution
or winding up of the Company, the assets distributable
among the holders of the Preferred Stock shall be
insufficient to permit the payment in full to such
holders of the preferential amounts aforesaid, then the
entire assets of the Company to be distributed shall be
distributed among the holders of the Preferred Stock,
then outstanding, ratably in proportion to the full
preferential amounts to which they are respectively
entitled.
As used herein, the expression "dividends accrued or
in arrears" means, in respect of each share of the
Preferred Stock, an amount equal to simple interest upon
the sum of $100 per share at the annual rate equal to the
dividend rate fixed for such series from the date from
which dividends thereon commenced to accrue to the date
as of which the computation is to be made, less the
aggregate amount (without interest thereon) of all
dividends theretofore paid or declared and set apart for
payment in respect thereof.
Nothing in this subsection (b) shall be deemed to
prevent the redemption of Preferred Stock in any manner
permitted by the next succeeding subsection (c).
A consolidation or merger of the Company with any
other corporation or corporations shall not be regarded
as a liquidation, dissolution or winding up of the
Company, within the meaning of this subsection (b),
providing that such consolidation or merger does not
materially impair the rights and preferences of the
Preferred Stock.
(c) Redemption. The Company, by action of its
Board of Directors, may redeem the whole or any part of
the Preferred Stock or of any series thereof, at any time
or from time to time, at a price for each series thereof
equal to the par value thereof, plus a premium of such
additional amount per share, if any, as shall have been
fixed as payable in case of redemption in respect of such
series and expressed in the certificates therefor,
together with the amount of all dividends accrued or in
arrears thereon to the date fixed for redemption. At
least thirty (30) days and not more than ninety (90) days
prior to the date fixed for such redemption, notice of
such redemption shall be mailed to the holders of record
of the shares of the Preferred Stock so to be redeemed,
at their respective addresses as the same shall appear on
the books of the Company.
In case of the redemption of a part only of the
Preferred Stock at the time outstanding, the Company
shall select by lot, or in such other manner as the Board
of Directors may determine, the shares so to be redeemed.
The Board of Directors shall have full power and
authority, subject to the limitations and provisions
herein contained, to prescribe the manner in which, and
the terms and conditions upon which, the shares of the
Preferred Stock shall be redeemed from time to time.
If such notice of redemption shall have been duly
given as hereinbefore provided and if on or before the
redemption date specified in such notice all funds
necessary for such redemption shall have been set aside
by the Company, separate and apart from its other funds,
in trust for the account of the holders of the shares to
be redeemed, so as to be and continue to be available
therefor, then, notwithstanding that any certificate for
such shares so called for redemption shall not have been
surrendered for cancellation, from and after the date
fixed for redemption, the shares represented thereby
shall no longer be deemed outstanding, the right to
receive dividends thereon shall cease to accrue and all
rights with respect to such shares so called for
redemption shall forthwith on such redemption date cease
and terminate, except only the right of the holders
thereof to receive, out of the funds so set aside in
trust, the amount payable upon redemption thereof,
without interest; provided, however, that the Company
may, after giving notice of any such redemption as
hereinbefore provided or after giving to the bank or
trust company hereinafter referred to irrevocable
authorization to give such notice and, at any time prior
to the redemption date specified in such notice, deposit
in trust, for the account of the holders of the shares to
be redeemed, funds necessary for such redemption with a
bank or trust company in good standing, organized under
the laws of the United States of America or of the State
of New York, doing business in the Borough of Manhattan,
the City of New York, or of the State of Illinois, doing
business in the City of Chicago, having capital, surplus
and undivided profits aggregating at least $2,000,000,
designated in such notice of redemption, and upon such
deposit in trust, all shares with respect to which such
deposit shall have been made shall no longer be deemed to
be outstanding, and all rights with respect to such
shares shall forthwith cease and terminate, except only
the right of the holders thereof to receive, out of the
funds so deposited in trust, from and after the date of
such deposit, the amount payable upon the redemption
thereof, without interest.
Nothing herein contained shall limit any legal right
of the Company to purchase or otherwise acquire any
shares of the Preferred Stock.
(d) Limitation Upon Issue of Parity Preferred Stock
or Merger or Consolidation. So long as any shares of the
Preferred Stock are outstanding, the Company shall not,
without the consent (given by vote at a meeting called
for that purpose) of the holders of at least a majority
of the total number of shares of the Preferred Stock then
outstanding;
(i) create or authority any
class of stock ranking on a parity
with the Preferred Stock, or create
or authorize any obligation or
security convertible into shares of
stock of any such class; or
(ii) merge or consolidate with
or into any other corporation or
corporations.
(e) Limitation Upon Issue of Prior Preferred Stock
or Amendment of Preferred Stock. So long as any shares
of the Preferred Stock are outstanding, the Company shall
not, without the consent (given by vote at a meeting
called for that purpose) of the holders of at least two-
thirds of the total number of shares of the Preferred
Stock then outstanding:
(i) create or authorize any
class of stock ranking prior to the
Preferred Stock, or create or
authorize any obligation or security
convertible into shares of stock or
any such class; or
(ii) amend, alter, change or
repeal any of the express terms of
the Preferred Stock then outstanding
in a manner prejudicial to the holder
thereof.
(f) Net Income Limitation Upon Issue of Preferred
Stock. So long as any shares of the Preferred Stock are
outstanding, the Company shall not, without the consent
(given by vote at a meeting called for that purpose) of
the holders of at least a majority of the total number of
shares of Preferred Stock then outstanding, issue any
shares of Preferred Stock in addition to the first
100,000 shares of the Preferred Stock issued by the
Company, unless the net income of the Company applicable
to the payment of interest on the funded debt of the
company and the dividends on the Preferred Stock for any
twelve consecutive calendar months within the fifteen
calendar months immediately preceding the calendar month
within which such additional shares of Preferred Stock
shall be issued, shall have been at least one and one-
half times the aggregate of the interest on the funded
debt of the Company for a twelve months' period and the
dividend requirements for a twelve months' period upon
the entire amount of the Preferred Stock then outstanding
and such additional shares of the Preferred Stock
proposed to be issued.
B. Common Stock
Section 1. Designation of Class, Number and Par
Value of Shares. The twenty million (20,000,000) shares
without par value shall constitute a single class
designated as the "Common Stock" (herein referred to as
the "Common Stock").
Section 2. General Provisions Applicable to Common
Stock. The following provisions shall apply to all
shares of the Common Stock of the Company:
(a) Preferences and Equality of Shares. The shares
of the Common Stock shall not be entitled to any
preferences and each share of Common Stock shall be equal
to every other share of such stock in every respect.
(b) Dividends. When dividends upon all shares of
Preferred Stock then outstanding at the fixed dividend
rate from the date or dates after which dividends on said
shares became cumulative to the end of the current
dividend period shall have been paid or declared and set
apart for payment, the Board of Directors in its
discretion may declare dividends on the Common Stock of
the Company out of the surplus earnings or net profits or
surplus paid in in cash of the Company, and no holders of
any shares of Preferred Stock as such, shall be entitled
to share therein.
Unless dividends on all outstanding shares of
Preferred Stock, at the fixed dividend rate from the date
or dates after which dividends on said shares became
cumulative to the end of the current dividend period
shall have been paid or declared and set apart for
payment, no dividends shall be paid or declared and no
other distribution shall be made on the Common Stock, and
no Common Stock shall be purchased or otherwise acquired
for value by the Company.
(c) Liquidation. Upon any liquidation, dissolution
or winding up of the Company, the holders of the Common
Stock shall be entitled, to the exclusion of the holders
of the Preferred Stock, to share ratably in all assets
of the Company remaining after payment to the holders of
the Preferred Stock of the full preferential amounts
referred to in Article 6, A, Section 4, subsection (b).
C. Preferred and Common Stock
Section 1. Issue and Consideration for Shares. The
authorized shares of the Company of any class may be
issued, sold or otherwise disposed of by the Company for
such amount of consideration, in whole or in part, either
in cash, property, services or otherwise, whether less
than, equal to, or in excess of the par value, if any, of
such shares, and upon such other terms and conditions and
to such persons, firms, corporations or other legal
entities, as may be determined from time to time by the
Board of Directors; and such shares, if Common Stock, may
be issued as dividends on, or to effect a split-up or
division of, the outstanding Common Stock of the Company,
upon such terms and conditions as the Board of Directors
may by resolution fix and determine, from time to time;
and when so issued, sold or otherwise disposed of, and
the consideration specified therefor has been received by
the Company, such shares shall be deemed fully paid and
non-assessable.
Section 2. Registered Owners. To the extent
permitted by law, the Company shall be entitled to treat
the person in whose name any share is registered on the
books of the Company as the owner thereof, and shall not
be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person,
whether or not the Company shall have notice thereof.
Section 3. Preemptive Rights. No holder of any
shares of the Company shall have any preemptive right to
purchase or subscribe to any shares of any class of the
Company, whether now or hereafter authorized, or any
bonds, debentures or other securities convertible into or
exchangeable for shares of the Company, except such
rights, if any, as the Board of Directors in its
discretion may from time to time grant to such holder.
D. Variable Class Preferred Stock
Section 1. Designation of Class, Number and Par
Value of Shares. Three million (3,000,000) shares shall
constitute a single class designated as the "Variable
Class Preferred Stock" having the par value established
by the Board of Directors in accordance with Section 3 of
this Subdivision D (herein referred to as "Variable Class
Preferred").
Section 2. Variable Class Preferred Issuable in
Series. The Variable Class Preferred may be issued from
time to time in one or more series.
Section 3. Authority of the Board of Directors.
The Board of Directors is vested with authority to
determine and state the par value, if any, and the
designations and relative preferences, limitations,
voting rights, if any, and other rights of each such
series of the Variable Class Preferred, subject to the
limitations set forth in Article 6, Subdivision A,
Section 4(e) of these Amended Articles. Before the
issuance of any shares of such series, an amendment or
amendments to these Amended Articles determining the
terms of each such series shall be adopted and filed in
accordance with the laws of the State of Indiana. All
shares of Variable Class Preferred of the same series
shall be identical with each other in all respects.
ARTICLE 7
Voting Rights of Shares
Section 1. General Voting Rights. Every holder of
the Preferred Stock shall have two votes for each share
of stock held by him, and every holder of the Common
Stock shall have one vote for each share of Stock held by
him, for the election of directors and upon all other
matters, except as otherwise provided by these Amended
Articles.
Section 2. Voting Rights in Event of Preferred
Stock Dividend Default. If and when dividends payable on
the Preferred Stock shall be in default in an amount
equivalent to four (4) full quarter-yearly dividends on
all shares of Preferred Stock then outstanding, the
holders of all shares of the Preferred Stock, voting
separately as one class, shall be entitled to elect, at
annual meetings of shareholders for the election of
directors until such default shall have been remedied,
the smallest number of directors necessary to constitute
a majority of the full Board of Directors, and the
holders of the Common Stock, voting separately as a
class, shall be entitled to elect the remaining directors
of the Company.
If and when all dividends then in default on the
Preferred Stock then outstanding shall be paid (and such
dividends shall be declared and paid out of any funds
legally available therefor as soon as reasonably
practicable), the Preferred Stock shall thereupon be
divested of any special right with respect to the
election of directors provided in the immediately
preceding paragraph hereof, and the voting power of the
Preferred Stock and the Common Stock shall revert to the
status existing before the occurrence of such default;
but always subject to the same provisions for vesting
such special rights in the Preferred Stock in case of
further like default or defaults in dividends thereon.
Whenever the holders of the Preferred Stock, as a
class, become entitled to elect directors of the Company,
as herein provided, and a vacancy shall occur among such
directors, such vacancy shall be filled by the vote of a
majority of the remaining directors elected by the
holders of the Preferred Stock; and in like manner
whenever the holders of the Common Stock, as a class,
become entitled to elect directors of the Company, as
herein provided, and a vacancy shall occur among such
directors, such vacancy shall be filled by the vote of a
majority of the remaining directors elected by the
holders of the Common Stock. In all other cases, any
vacancy occurring among the directors shall be filled by
the vote of a majority of the remaining directors.
ARTICLE 8
Stated Capital
The amount of stated capital of the Company at the
time of filing of these Amended Articles is at least
$100,000,000.
ARTICLE 9
Number and Qualifications of Directors
Section 1. Number. The number of directors of the
Company shall be not less than three, and the exact
number of directors shall be specified, from time to
time, in the by-laws. Subject to this limitation, the
number of directors may be increased or decreased from
time to time by amendment to the by-laws, but no decrease
shall have the effect of shortening the term of any
incumbent director. If and whenever the by-laws do not
contain a provision specifying the number of directors,
the number shall be eleven.
Section 2. Qualifications. Directors need not be
shareholders of the Company. A majority of the directors
at any time shall be citizens of the United States of
America and bona fide residents and citizens of the State
of Indiana.
ARTICLE 10
Names, Addresses and Citizenship of Directors
Section 1. Names and Post Office Addresses. The
names and post office addresses of the members of the
Board of Directors of the Company holding office at the
time of the adoption of these Amended Articles are as
follows:
Name Address
Charles A. Barnes P. O. Box 706 Indianapolis Indiana
Thomas W. Binford One Indiana Square Indianapolis Indiana
Harriet H. Capehart 445 Pine Drive Indianapolis Indiana
Raymond E. Crandall 740 S. Alabama Street Indianapolis Indiana
Otto N. Frenzel, III One Merchants Plaza Indianapolis Indiana
Louis A. Highmark 11 S. Meridian St. Indianapolis Indiana
Ralph W. Husted 25 Monument Circle Indianapolis Indiana
Frank E. McKinney, Jr. 101 Monument Circle Indianapolis Indiana
John D. Phelan 500 N. Meridian Street Indianapolis Indiana
Alfred J. Stokely 941 N. Meridian Street Indianapolis Indiana
Joseph T. Taylor 1219 W. Michigan St. Indianapolis Indiana
Zane G. Todd 25 Monument Circle Indianapolis Indiana
Carl B. Vance 25 Monument Circle Indianapolis Indiana
Section 2. Citizenship. All such directors are
citizens of the United States of America and a majority
thereof are bona fide residents and citizens of the State
of Indiana.
ARTICLE 11
President and Secretary
The name and address of the President of the Company
is Zane G. Todd, 25 Monument Circle, Indianapolis, Marion
County, Indiana, and the name and address of its
Secretary if Marcus E. Woods, 25 Monument Circle,
Indianapolis, Marion County, Indiana.
ARTICLE 12
Provisions for Regulations of Business and
Conduct of Affairs of Company
Section 1. Meetings of Shareholders. Meetings of
the shareholders of the Company shall be held at such
place, within or without the State of Indiana, as may be
specified from time to time in the respective notices, or
waivers of notice, thereof, or by the by-laws or by
resolution of the shareholders or the Board of Directors.
Any action required or permitted to be taken at any
meeting of the shareholders may be taken without a
meeting if, prior to such action, a written consent
thereto is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof, and such
written consent is filed with the minutes of the
proceedings of the shareholders.
Section 2. Meetings of Directors. Meetings of the
Board of Directors of the Company, regular or special,
shall be held at such place, within or without the State
of Indiana, as may be specified from time to time in the
respective notices, or waivers of notice, thereof, or by
the by-laws. Any action required 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,
prior to such action, a written consent is filed with the
minutes of the proceedings of such Board or committee.
Section 3. By-laws. The Board of Directors of the
Company shall have power, without the assent or vote of
the shareholders, to make, alter, amend or repeal the by-
laws of the Company, but the affirmative vote of a number
of directors equal to a majority of the number who would
constitute the full Board of Directors at the time of
such action shall be necessary to take any action for the
making, alteration, amendment or repeal of the by-laws.
Section 4. Executive Committee. If the by-laws of
the Company, for the time being in force, so provide, the
Board of Directors may, by resolution adopted by a
majority of the actual number of directors elected and
qualified, from time to time, designate two or more of
its members to constitute an executive committee, and one
or more other committees; each of which committees, to
the extent provided in the resolution or by-laws and not
otherwise limited by the provisions of the Act, shall
have and exercise all of the authority of the Board of
Directors, and shall have power to authorize the
execution of, and affixation of the seal of the Company
to, all papers or documents which may require it.
Section 5. Places of Keeping of Books of Account,
etc. Subject to the limitations existing by virtue of
the laws of the State of Indiana, the books of account,
records, documents and papers of the Company may be kept
at any place or places within or without the State of
Indiana. Rules governing the place or places where the
books of account, records, documents and papers of the
Company are to be kept may be made from time to time by
the by-laws of the Company.
Section 6. Reliance by Directors on Books of
Account, etc. Each director of the Company shall be
fully protected in relying in good faith upon the books
of account of the Company or statements prepared by any
of its officers and employees as to the value and amount
of the assets, liabilities and net income of the Company,
or any of such items; or in relying in good faith upon
any other information pertinent to the existence and
amount of surplus or other funds from which dividends
might properly be declared and paid.
Section 7. Provisions for Working Capital. The
Board of Directors of the Company shall have power, from
time to time, to fix and determine and to vary the amount
to be reserved as working capital of the Company and,
before the payment of any dividends, it may set aside out
of the net income of the Company such sum or sums as it
may from time to time in its absolute discretion
determine to be proper whether as a reserve fund to meet
contingencies or for the equalizing of dividends, or for
repairing or maintaining any property of the Company, or
for an addition to corporate surplus, or for any
corporate purposes that the Board of Directors shall
think conducive to the best interest of the Company,
subject only to such limitations as the by-laws of the
Company may impose from time to time.
Section 8. Interest of Directors in Contracts. A
director of this Company shall not in the absence of
fraud be disqualified by his office from dealing or
contracting with this Company either as a vendor,
purchaser or otherwise, nor in the absence of fraud shall
any transaction or contract of this Company be void or
voidable or affected by reason of the fact that any
director, or any firm of which any director is a member,
or any corporation of which any director is an officer,
director or shareholder, is in any way interested in such
transaction or contract, provided that at the meeting of
the Board of Directors or of a committee thereof having
authority in the premises, authorizing or confirming said
contract or transaction, the interest of such director,
firm or corporation is disclosed or made known and there
shall be present a quorum of the Board of Directors or of
the directors constituting such committee, and such
contract or transaction shall be approved by a majority
of such quorum, which majority shall consist of directors
not so interested or connected. Nor shall any director
be liable to account to this Company for any profit
realized by him from or through any such transaction or
contract of this Company ratified or approved as
aforesaid, by reason of the fact that he or any firm of
which he is a member, or any corporation of which he is a
shareholder, director or officer, was interested in such
transaction or contract. Directors so interested may be
counted when present at meetings of the Board of
Directors or of such committee for the purpose of
determining the existence of a quorum. Any contract,
transaction or act of this Company or of the Board of
Directors or of any committee thereof which shall be
ratified by a majority in interest of a quorum of the
shareholders having voting power at any annual meeting or
any special meeting called for such purpose, shall be as
valid and as binding as though ratified by every
shareholder of this Company.
Section 9. Indemnification of Directors and
Officers. The Company may indemnify any director or
officer, or former director or officer, of the Company,
or any person who may serve at its request as a director
or officer of another corporation in which it owns shares
or of which it is a creditor, against expenses actually
and reasonably incurred by him in connection with the
defense of any action, suit or proceeding, civil or
criminal, in which he is made a party by reason of being
or having been such director or officer, or against
judgments, fines, penalties, court costs and attorney's
fees, or reasonable amounts paid by him in settlement in
connection with any such action, suit or proceeding, if
he has acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests
of the Company, or, in respect to any criminal action or
proceeding, if he had no reasonable cause to believe his
conduct was unlawful; provided that no such director or
officer shall be so indemnified in relation to matters as
to which he shall be adjudged in any such action, suit or
proceeding to be liable for negligence or misconduct in
the performance of duty.
The termination of any action, suit or proceeding by
settlement, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption
that the director or officer involved therein did not act
in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests
of the Company, or, in respect to any criminal action or
proceeding, that he had reasonable cause to believe his
conduct was unlawful.
Any indemnification shall be made by the Company
only as authorized in a specific case upon the
determination that indemnification of the director or
officer is proper in the circumstances because he has met
the applicable standard of conduct set forth in this
section. Such determination shall be made 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 if such a quorum is not obtainable, or if
a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion.
Any such indemnification of a director or officer
shall not be deemed exclusive of any other rights to
which he may be entitled as a matter of law or under any
other provision of these Amended Articles, or any
resolution, or other authorization heretofore or
hereafter adopted, after notice, by a majority vote of
all the voting shares of the Company then issued and
outstanding.
Section 10. Additional Power of Directors. In
addition to the powers and authorities hereinabove or by
statute expressly conferred, the Board of Directors is
hereby authorized to exercise all such powers and do all
such acts and things as may be exercised or done by a
corporation organized and existing under the provisions
of the Act.
Section 11. Direction of Purposes and Exercise of
Powers by Directors. The Board of Directors, subject to
any specific limitations or restrictions imposed by the
Act or these Amended Articles, shall direct the carrying
out of the purposes and exercise the powers of the
Company, without previous authorization or subsequent
approval by the shareholders of the Company.
Section 12. Compensation of Directors. The Board
of Directors is hereby specifically authorized, in and by
the by-laws of the Company, or by resolution duly adopted
by such Board, to make provision for reasonable
compensation to its members for their services as
Directors, and to fix the basis and conditions upon which
such compensation shall be paid. Any Director of the
Company may also serve the Company in any other capacity
and receive compensation therefor in any form.
Section 13. Amendments of Amended Articles. Except
as otherwise expressly provided in Article 6, A., Section
4 hereof, and subject to the provisions applicable to
particular series of Preferred Stock, the Company
reserves the right from time to time to increase or
decrease its authorized shares, or any class or series
thereof, and to reclassify the same, and to amend, alter,
change or repeal any provision contained in these Amended
Articles, or in any amendment hereto, or to add any
provision to these Amended Articles or to any amendment
hereto, in any manner now or hereafter prescribed or
permitted by the provisions of the Act or any amendment
thereto, or by the provisions of any other applicable
statute of the State of Indiana; and all rights conferred
upon shareholders in these Amended Articles or any
amendment hereto granted subject to this reservation.
2. Effect of Amended Articles of Incorporation
These Amended Articles effectuate certain amendments
of, and shall supersede and take the place of, the
heretofore existing Amended Articles of Incorporation of
the Company approved and filed in accordance with the Act
on April 23, 1976.
IN WITNESS WHEREOF, the undersigned officers execute
these Amended Articles of Incorporation of the Company
and certify to the truth of the facts herein stated, this
20th day of April, 1979.
/s/ MARCUS E. WOODS /s/ ZANE G. TODD
MARCUS E. WOODS, Secretary ZANE G. TODD, President
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
I, the undersigned, a Notary Public duly
commissioned to take acknowledgements and administer
oaths in the State of Indiana, certify that Zane G. Todd,
President, and Marcus E. Woods, Secretary, of
Indianapolis Power & Light Company, an Indiana
corporation, the officers executing the foregoing Amended
Articles of Incorporation, personally appeared before me,
acknowledged the execution thereof and swore to the truth
of the facts therein stated.
WITNESS my hand and Notarial Seal this 20th day of
April, 1979.
/s/ KATHLEEN M. KLOTZBIER
KATHLEEN M. KLOTZBIER, Notary Public
My Commission Expires: My County of Residence is:
March 29, 1982 MARION
(S E A L)
This instrument prepared by Marcus E. Woods, Attorney at Law
25 Monument Circle, Indianapolis, Indiana 46204
APPROVED AND FILED
April 20, 1979
EDWIN J. SIMCOX,
Secretary of State of Indiana