EXHIBIT 3.2
BY-LAWS
OF
INDIANAPOLIS POWER & LIGHT COMPANY
______________________________
As Amended and Restated in
Full on May 27, 1969, and
Further Amended on
January 26, 1971,
January 30, 1973,
January 28, 1975,
April 27, 1976,
March 31, 1981,
May 30, 1989,
November 13, 1989,
August 27, 1991,
February 25, 1997,
November 25, 1997,
February 23, 1999, and
April 27, 1999
_____________________________
BY-LAWS
OF
INDIANAPOLIS POWER & LIGHT COMPANY
______________________________
As Amended and Restated in
Full on May 27, 1969, and
Further Amended on
January 26, 1971,
January 30, 1973,
January 28, 1975,
April 27, 1976,
March 31, 1981,
May 30, 1989,
November 13, 1989,
August 27, 1991,
February 25, 1997,
November 25, 1997,
February 23, 1999, and
April 27, 1999
_____________________________
ARTICLE I.
Offices
SECTION 1. Principal Office. The principal office of
the Company shall be in the City of Indianapolis, County
of Marion, State of Indiana.
SECTION 2. Other Offices. The Company may also have
an office in the City of Chicago, Illinois, and in the
City of New York, New York, and also offices at such
other places as the Board of Directors may from time to
time appoint or the business of the Company may require.
ARTICLE II.
Shareholders Meetings
SECTION 1. Place of Meeting. 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,
waivers of notice thereof, or by resolution of the Board
of Directors or the shareholders.
SECTION 2. Annual Meeting. The annual meeting of
shareholders shall be held on the third Wednesday of
April of each year at the hour of 10 o'clock A.M., unless
such day shall be a legal holiday, in which event the
meeting shall be held on the next succeeding business day
at the same hour, or unless the Board of Directors shall
by resolution set another date for such meeting within
ninety days of the third Wednesday of April, in which
event the meeting shall be held on the date and at the
time specified in such resolution.
(As Amended February 25, 1997)
SECTION 3. Special Meetings. Special meetings of the
shareholders for any purpose or purposes may be called by
the President, by the Board of Directors, or by
shareholders holding not less than one-fourth of all the
shares outstanding and entitled by the Amended Articles
of Incorporation to vote on the business proposed to be
transacted thereat. Business transacted at any such
meeting shall be confined to the objects stated in the
call and matters germane thereto.
SECTION 4. Notice of Meetings; Waiver. Written or
printed notice, stating the place, day and hour of the
annual and/or special meetings of the shareholders, and
in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered or mailed
by the Secretary, or by the officer or persons calling
the meeting, to each shareholder of record entitled by
the Amended Articles of Incorporation and by law to vote
at such meeting, at such address as appears upon the
records of the Company, at least ten (10) days before the
date of the meeting.
Notice of any shareholders meeting may be waived in
writing by any shareholder, if the waiver sets forth in
reasonable detail the purpose or purposes for which the
meeting is called and the time and place thereof.
Attendance at any meeting, in person or by proxy, shall
constitute a waiver of notice of such meeting.
SECTION 5. Quorum. The holders of a majority of the
shares issued and outstanding and then entitled to vote,
present in person or represented by proxy, shall be
requisite and sufficient to constitute a quorum at all
meetings of the shareholders for the transaction of
business, except as otherwise provided by law, by the
Amended Articles of Incorporation, or by these By-Laws.
If, however, such majority shall not be present or
represented at any meeting of the shareholders, the
shareholders present in person or by proxy shall have
power to adjourn the meeting from time to time without
notice, other than announcement at the meeting, until a
quorum shall attend, when any business may be transacted
which might have been transacted at the meeting as
originally called.
SECTION 6. Voting. At each meeting of the
shareholders, every shareholder entitled to vote may vote
in person or by proxy appointed by an instrument in
writing subscribed by such shareholder or by his duly
authorized attorney and delivered to the Secretary of the
meeting. Each shareholder shall have one vote for each
share of common stock and two votes for each share of
preferred stock registered in his name at the time of the
closing of the transfer books or taking of the record for
said meeting. The vote for directors, and, upon the
demand of any shareholder, the vote upon any question
before the meeting, shall be by ballot. All elections
shall be had by plurality vote and all other questions
shall be decided by a majority vote, except as otherwise
provided by law, by the Amended Articles of
Incorporation, or by these By-Laws.
ARTICLE III.
Directors
SECTION 1. Number and Term. The number of directors
of this Company shall be fifteen (15). Such directors
shall be elected for a term of one year each and until
their successors are duly elected and qualified.
(As Amended February 23, 1999)
SECTION 2. Powers and Duties. In addition to the
powers and duties expressly conferred upon it either by
law, by the Amended Articles of Incorporation, or by
these By-Laws, the Board of Directors may exercise all
such powers of the Company as are conferred upon the
Company by law and by the Amended Articles of
Incorporation, and do all such lawful acts and things as
are not inconsistent with the law or the Amended Articles
of Incorporation.
Subject to the provisions of law, the Amended
Articles of Incorporation, and the resolutions of the
Board of Directors creating the several series of the
Company's outstanding Cumulative Preferred Stock, the
Board of Directors shall have absolute discretion in the
declaration of dividends and in changing the date for the
declaration and payment of dividends.
SECTION 3. Annual and Regular Meetings; Notice. The
annual meeting of the Board of Directors shall be held on
the last Tuesday of the month in which the annual meeting
of shareholders is held. Other regular meetings of the
Board of Directors shall be held on the last Tuesday of
the month in the months of January, February, April,
July, October, November and December. If the day fixed
pursuant to this Section for the annual or any regular
meeting shall be a legal holiday, then such annual or
regular meeting shall be held on the next succeeding
business day.
The annual meeting and all regular meetings of the
Board shall be held at 1:30 P.M. at the principal office
of the Company, unless notice of a different time and/or
place is given with respect to any such meeting at least
seven days prior thereto by mail or three days prior
thereto by telegraph. No notice of the annual or any
regular meeting of the Board shall be required unless
such meeting is to be held at a time and/or place other
than the principal office of the Company.
(As Amended April 27, 1999)
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the
Board of Directors, the President, or any two directors
on two days' notice by mail or one day's notice by
telephone or telegraph to each director, which notice
shall state the time, place and purpose of the holding of
such meetings. Any special meeting of the Board of
Directors may be held either within or without the State
of Indiana.
SECTION 5. Quorum. At all meetings of the Board of
Directors a majority of the directors shall be necessary
and sufficient to constitute a quorum for the transaction
of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as otherwise
may be provided specifically by statute, by the Amended
Articles of Incorporation, or by these By-Laws. If at any
meeting of the Board of Directors there shall be less
than a quorum present, a majority of those directors
present may adjourn the meeting to another day and
thereupon the Secretary shall mail, telephone, or
telegraph to each director, notice of the time and place
of the holding of such adjourned meeting. At any such
adjourned meeting at which there is a quorum present, any
business may be transacted which might have been
transacted at the meeting as originally scheduled or
called.
SECTION 6. Resignations. Any director of the Company
may resign at any time by giving written notice to the
Board of Directors or to the President or to the
Secretary of the Company. Any such resignation shall take
effect at time specified therein, or if the time is not
specified, upon receipt thereof. Unless otherwise
specified in the notice, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 7. Vacancies. Except as otherwise provided
in the Amended Articles of Incorporation, any vacancy
occurring in the Board of Directors caused by
resignation, death or other incapacity, or increase in
the number of directors may be filled by a majority vote
of the remaining members of the Board, until the next
annual or special meeting of the shareholders or, at the
discretion of the Board of Directors, such vacancy may be
filled by vote of the shareholders at a special meeting
called for the purpose. Shareholders shall be notified of
any increase in the number of directors and the name,
address, principal occupation and other pertinent
information about any director elected by the Board of
Directors to fill any vacancy. Such notice shall be given
in the next mailing sent to shareholders following any
such increase or election, or both, as the case may be.
ARTICLE IV.
Committees Of The Board Of Directors
SECTION 1. Executive Committee.
Number and Powers. The Board of Directors shall
create an Executive Committee consisting of the Chairman
of the Board of Directors and the President, as ex
officio members, and two or more directors who shall be
elected by the Board of Directors from time to time to
hold office until the next annual meeting of the Board of
Directors and until their respective successors are duly
elected and qualified. The Board of Directors shall
designate the Chairman of such committee.
The Executive Committee shall have and exercise
(except as the Board of Directors shall direct and except
when the Board of Directors shall be in session) such
powers and rights of the full Board of Directors in the
management of the business and affairs of the Company as
may be lawful, and it shall have power to authorize the
seal of the Company to be affixed to all papers which may
require it.
Meetings and Notice. Meetings of the Executive
Committee may be held either at the office of the Company
in the City of Indianapolis, Indiana, or at such other
places as the Executive Committee or Chairman thereof
shall from time to time designate. Such meetings may be
called by or at the request of the Chairman or any member
of the Executive Committee by giving at least twenty-four
(24) hours' previous notice to each member of the
Executive Committee. Such notice may be given personally
or by telephone or telegraph.
Quorum. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and
the affirmative vote of such majority shall be necessary
to the determination of any question.
Compensation. The members of the Executive
Committee, other than ex officio members, shall be
entitled to receive such compensation as may be
determined from time to time by the Board of Directors.
Minutes. Minutes of the meetings of the Executive
Committee shall be kept and read at the next meeting of
the Board of Directors.
Vacancies. Vacancies occurring in the Executive
Committee shall be filled by the Board of Directors at
any meeting of said Board.
(As Amended April 27, 1976)
SECTION 2. Audit Committee.
The Board of Directors, by a majority vote of the
whole Board of Directors, may designate three (3) or more
members of such Board who shall not be officers of the
Company to constitute an Audit Committee. Such Committee
shall have and exercise such authority as shall be
specified in the resolution of the Board of Directors
appointing such Committee. The Chairman of such Audit
Committee shall be designated by the Board of Directors.
(As Amended August 27, 1991)
ARTICLE V.
Officers of the Company
SECTION 1. Officers. The officers of the Company
shall be a Chairman of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a
Treasurer, a Controller, and, if the Board of Directors
desires, one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant
Controllers, who shall be elected by the Board of
Directors at its annual meeting. Any two or more of such
offices may be held by the same person, except that the
duties of the President and Secretary, shall not be
performed by the same person. In the election of Vice
Presidents, the Board of Directors may give each vice
presidency such special designation as it may deem
appropriate. The Chairman of the Board of Directors and
the President shall be chosen from among the directors.
The Board of Directors may appoint such other
officers and agents as it shall deem necessary, who shall
have such authority and perform such duties as from time
to time shall be prescribed by the Board of Directors.
(As Amended January 26, 1971)
SECTION 2. Salaries. The salaries of all officers of
the Company shall be fixed by the Board of Directors. No
officer shall be prevented from receiving such salary by
reason of the fact he is also a director of the Company.
SECTION 3. Term; Removal. The officers of the
Company shall hold office for one year and until their
successors are chosen and qualified; provided, however,
that any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative
vote of a majority of the full Board of Directors.
SECTION 4. Resignations. Any officer of the Company
may resign at any time by giving written notice to the
Board of Directors, to the President, or to the Secretary
of the Company. Any such resignation shall take effect at
time specified therein, or if the time be not specified,
upon receipt thereof. Unless otherwise specified in the
notice, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 5. Vacancies. If the office of the Chairman
of the Board of Directors, the President, any Vice
President, the Secretary, the Treasurer, the Controller,
any Assistant Vice President, Assistant Secretary,
Assistant Treasurer, or Assistant Controller, or other
officer or agent, is vacant or becomes vacant by reason
of death, resignation, retirement, disqualification,
removal from office or the creation of a new office, the
Board of Directors shall elect a person to such office
who shall hold office for the unexpired term in respect
of which such vacancy occurred; provided that, in its
discretion, the Board of Directors, by vote of a majority
of the whole Board, may leave unfilled for such period as
it deems appropriate any office, except the offices of
President, Controller, Treasurer and Secretary.
(As Amended January 30, 1973)
SECTION 6. Duties of Officers May Be Delegated. In
case of the absence of any officer of the Company, or for
any other reason that the Board of Directors may deem
sufficient, the Board may delegate the power or duties of
such officer to any other officer, or to any director for
the time being.
SECTION 7. Chairman of the Board of Directors. The
Chairman of the Board of Directors shall be the chief
executive officer of the Company. Subject to the control
of the Board of Directors, he shall have general charge
of, and supervision and authority over the business and
affairs of the Company. He shall preside at all meetings
of the shareholders and directors of the Company. He shall
have such other duties as may be assigned to him by the
Board of Directors.
(As Amended November 13, 1989 to be
Effective February 1, 1990)
SECTION 8. President. The President shall be the
chief operating officer of the Company. Subject to the
supervision of the Chairman of the Board of Directors and
the Board of Directors, itself, he shall have general
charge of, and supervision and authority over, the
operations of the Company. In the absence of the Chairman
of the Board of Directors, he shall preside at all
meetings of the shareholders and directors. He shall
perform such other duties as are incident to his office
or as may be assigned to him by the Board of Directors or
the Chairman of the Board of Directors.
(As Amended January 28, 1975)
SECTION 9. Vice Presidents. Subject to the control
of the Board of Directors, the Chairman of the Board of
Directors and the President, the Vice Presidents and the
Assistant Vice Presidents shall have such power, and
perform such duties, as the Board of Directors, the
Chairman of the Board of Directors, or the President,
from time to time shall assign to them, and, in the case
of Assistant Vice Presidents, such powers and duties as
may be assigned to them by the respective Vice Presidents
whom they assist.
(As Amended January 28, 1975)
SECTION 10. Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the shareholders
and Board of Directors, and shall record all votes and
other proceedings in a book to be kept for that purpose.
He shall give, or cause to be given, all required notices
of meetings of the shareholders and Board of Directors.
He shall have custody of the seal of the Company and of
its records, and shall perform such other duties as
usually appertain to the office of Secretary and as may
be prescribed by the Board of Directors, the Chairman of
the Board of Directors or the President.
The Assistant Secretaries shall perform such duties
as shall be delegated to them by the Board of Directors,
the Chairman of the Board of Directors, the President or
the Secretary.
(As Amended January 28, 1975)
SECTION 11. Treasurer and Assistant Treasurers. The
Treasurer shall have custody of the corporate funds and
securities, and shall keep full and accurate accounts of
receipts and disbursements in books of the Company to be
kept for that purpose. He shall deposit all moneys and
other valuable effects in the name and to the credit of
the Company in such depositaries as may be designated by
authority of the Board of Directors, and shall disburse
the funds of the Company as may be ordered by the Board
of Directors, taking proper vouchers for such
disbursements. He shall render to the Board of Directors,
whenever it may so require, an account of all his
transactions as Treasurer and of the financial condition
of the Company. He shall have such other powers and
duties as may be assigned to him by the Board of
Directors, the Chairman of the Board of Directors or the
President.
The Assistant Treasurers shall perform such duties
as shall be delegated to them by the Board of Directors,
the Chairman of the Board of Directors, the President or
the Treasurer.
(As Amended January 28, 1975)
SECTION 12. Controller and Assistant Controllers.
The Controller shall be the chief accounting officer of
the Company. He shall keep or cause to be kept all books
of account and accounting records of the Company, and
shall render appropriate financial statements to the
Board of Directors and to the shareholders. He shall
perform such other duties as usually appertain to the
office of Controller and as may be prescribed by the
Board of Directors, the Chairman of the Board of
Directors or the President.
The Assistant Controllers shall perform such duties
as shall be delegated to them by the Board of Directors,
the Chairman of the Board of Directors, the President or
the Controller.
(As Amended January 28, 1975)
SECTION 13. General Counsel and Assistant General
Counsel. The General Counsel, who shall be an attorney
licensed to practice law in the State of Indiana, shall
be the chief legal officer of the Company. He, or one or
more other attorneys designated by him, shall represent
the Company in proceedings before state and federal
courts and administrative agencies and shall provide
advice and render opinions to directors, officers and
other management personnel of the Company with respect to
any legal matter in which the Company is or may become
involved. He shall perform such other duties as usually
appertain to the office of General Counsel and as may be
prescribed by the Board of Directors, the Chairman of the
Board of Directors or the President.
The Assistant General Counsel shall perform such
duties as may be delegated to him by the Board of
Directors, the Chairman of the Board of Directors, the
President or the General Counsel.
(As Amended May 30, 1989 to be Effective
May 1, 1989)
ARTICLE VI.
Shares
SECTION 1. Certificates. The certificates for shares
in the Company shall be consecutively numbered in the
order of their issue, and each certificate shall state
the name of the registered holder, the number of shares
represented thereby, the par value of each share or a
statement that such shares have no par value, whether
such shares have been fully paid up and are non-
assessable, the kind and class of shares represented
thereby, and a statement or summary of the relative
rights, interests, preferences and restrictions of all
classes of such shares; provided, that if the Board of
Directors so authorizes, such statement or summary may be
omitted from the certificate if it shall be set forth
upon the face or back of the certificate that such
statement, in full, will be furnished by the Company to
any shareholder upon written request and without charge.
Certificates for shares shall be in such form,
consistent with the Amended Articles of Incorporation, as
the Board of Directors shall approve. Such certificates
shall be signed by the President, or a Vice President,
and the Secretary, or an Assistant Secretary, and shall
be sealed with the corporate seal, which seal may be an
original impression or a facsimile thereof. Where any
certificate is countersigned by the written signature of
a registrar, the signature of the transfer agent, and the
President, Vice President, Secretary or Assistant
Secretary of the Company may be facsimiles.
(As Amended November 25, 1997)
SECTION 2. Record of Shareholders. The Company shall
keep at its principal office a complete and accurate list
of the shareholders of each class of shares issued and
outstanding setting forth the names and addresses of the
shareholders of each class and the number of shares held
by each such shareholder.
The Company shall be entitled to treat the holder of
record of any share or shares as the owner in fact
thereof and accordingly shall not be bound to recognize
any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as
otherwise expressly provided by the laws of Indiana.
SECTION 3. Transfers of Shares. The transfer of
shares may be made on the books of the Company only by
the holder thereof or his duly authorized attorney and
upon surrender of the certificate representing the same,
properly endorsed and/or assigned; title to certificates
and to the shares represented thereby can be transferred
only as provided by the laws of the State of Indiana.
SECTION 4. Transfer Books; Record Date. The books
for the transfer of the shares of the Company may be
closed for such period, in anticipation of shareholders
meetings, the payment of dividends or the allotment of
rights, as the Board of Directors from time to time may
determine. In lieu of providing for the closing of the
transfer books, the Board of Directors may, in its
discretion, fix a date not exceeding fifty (50) days (and
in the case of a shareholders meeting, not less than ten
(10) days) prior to the date fixed for any such meeting,
payment, or allotment as a record date for such purpose.
SECTION 5. Transfer Agents and Registrars. The Board
of Directors may appoint one or more transfer agents and
registrars or appoint qualified agents to perform both
the functions of transfer agent and registrar. The Board
of Directors shall require all certificates for shares to
bear the written signature of the registrar and may
require such certificates to bear also the written
signature of the transfer agent.
(As Amended March 31, 1981)
SECTION 6. Lost or Destroyed Certificates. Any
person claiming a certificate for shares to be lost or
destroyed shall make an affidavit or affirmation of that
fact and shall give the Company and/or the transfer
agents and/or the registrars, if they shall so require, a
bond of indemnity, in form and with one or more sureties
satisfactory to the officers of the Company, and/or the
transfer agents, and/or the registrars, whereupon a new
certificate may be issued of the same tenor and for the
same number of shares as the one alleged to be lost or
destroyed; or in lieu of the foregoing procedure, such
person may proceed in accordance with the laws of the
State of Indiana.
ARTICLE VII.
Checks, Notes, Contracts, Etc.
SECTION 1. Checks; Notes. All checks, notes, drafts,
acceptances, or other demands or orders for the payment
of money of the Company shall be signed by such officer
or officers, or person or persons, as the Board of
Directors may from time to time designate. When so
authorized by the Board of Directors, the signatures of
such officers on any bonds, notes, debentures, or other
evidences of indebtedness may be facsimiles and such
facsimiles on such instruments shall be deemed the
equivalent of and constitute the written signatures of
such officers for all purposes including, but not limited
to, the full satisfaction of any signature requirements
of the laws of the State of Indiana on the negotiable
bonds, notes, debentures, and other evidences of
indebtedness of the Company.
SECTION 2. Contracts Requiring Seal. All contracts,
deeds, mortgages, leases or instruments that require the
seal of the Company shall be signed by the President, or
a Vice President, and by the Secretary, or an Assistant
Secretary, or by such officer or officers, or person or
persons, as the Board of Directors may by resolution
prescribe, except as provided in Section 1 of this
Article VII. Such seal may be an original impression or
an engraved or imprinted facsimile thereof.
ARTICLE VIII.
Seal
The corporate seal shall have inscribed thereon the
name of the Company and the word "SEAL".
ARTICLE IX.
Fiscal Year
The fiscal year shall be the calendar year.
ARTICLE X.
Miscellaneous Provisions
SECTION 1. Inspection of Books. The Board of
Directors shall determine from time to time whether, and,
if allowed, when and under what conditions and
regulations, the accounts and books of the Company
(except such as may by statute be specifically open to
inspection), or any of them, shall be open to the
inspection of the shareholders, and the shareholders'
rights in this respect are and shall be restricted and
limited accordingly.
SECTION 2. Notices. Whenever under the provisions of
these By-Laws notice is required to be given to any
director, officer, or shareholder, it may be given by
depositing the same in the post office or a letter box,
in a postpaid sealed wrapper, addressed to such director,
officer, or shareholder at such address as appears on the
books of the Company, or in default of other address, to
such director, officer or shareholder at the General Post
Office in the City of Indianapolis, Indiana, and such
notice shall be deemed to be given at the time of such
mailing.
SECTION 3. Waiver. Any director, officer or
shareholder may waive any notice required to be given
under these By-Laws either before, at, or after any
meeting, and such waiver shall be equally as effective as
the due service of notice.
ARTICLE XI.
Amendments and Repeal
SECTION 1. Amendments. These By-Laws may be altered,
amended or repealed, and new By-Laws may be made at any
annual, regular, or special meeting of the Board of
Directors by 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.
SECTION 2. Repeal. All By-Laws of the Company, and
amendments thereto, heretofore made and adopted by the
shareholders and/or directors of the Company are hereby
expressly repealed.