First Restated Articles Of Incorporation
Of
Iowa-Illinois Gas and Electric Company
As Restated on January 27, 1994; Original
Articles Of Incorporation Filed February 13, 1940.
ARTICLE ONE
The name of this corporation is Iowa-Illinois Gas and Electric
Company. The corporation was incorporated as Peoples Light and
Power Company on February 13, 1940. On October 17, 1941, the
name was changed to Iowa-Illinois Gas and Electric Company.
ARTICLE TWO
The address of the registered office of the corporation in the
State of Illinois at the time of restatement is 716 Seventeenth
Avenue, in the City of Moline, County of Rock Island, and the
name of its registered agent at said address at the time of
restatement is Gretta R. Knight.
ARTICLE THREE
The duration of the corporation is perpetual.
ARTICLE FOUR
The purposes for which the Corporation is organized is the
transaction of any or all lawful businesses for which
corporations may be incorporated under The Business Corporation
Act of the State of Illinois.
ARTICLE FIVE
The aggregate number of shares which the corporation is
authorized to issue is divided into three classes as follows:
400,000 Preferred Shares of the par value of $100 per
share (the Preferred Shares);
2,386,250 Preference Shares without par value (the
Preference Shares);
80,000,000 Common Shares of the par value of $1 per share
(the Common Shares).
The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of
each class are as follows:
DIVISION I
Provisions Relating to Preferred Shares
(A) Issue in Series. The Preferred Shares may be divided
into and issued in series, each of which series shall
be so designated as to distinguish the shares thereof
from the shares of all other series and classes.
Authority is hereby expressly vested in the Board of
Directors to divide any or all of the Preferred
Shares from time to time authorized into series, to
fix the designation of each such series and, subject
to the limitations stated herein or imposed by law,
to fix and determine the following relative rights
and preferences of shares of each such series:
(1) the rate of dividend for shares for such series;
(2) the price at and the terms and conditions on
which such shares may be redeemed;
(3) the amount payable upon such shares in event of
voluntary liquidation;
(4) sinking fund provisions for the redemption or
purchase of such shares, provided, however, that
the Board of Directors shall not create a
sinking fund in respect of any series unless
provision for a sinking fund at least as
beneficial to all issued and outstanding shares
of the same class shall either then exist or be
at the same time created; and
(5) the terms and conditions on which such shares
may be converted, if the shares of such series
are issued with the privilege of conversion.
(B) Dividends. The holders of Preferred Shares of each
series shall be entitled to receive, when and as
declared by the Board of Directors from funds legally
available for the payment thereof, dividends at the
rate fixed for such series, and no more, payable
quarterly on the first day of each of the months of
February, May, August and November (the quarterly
dividend payment dates), in each case with respect to
the quarterly period ending on the day prior to such
quarterly dividend payment date.
Such dividends shall accrue and be cumulative with
respect to each share of each series from and
including the date of issue thereof.
No dividend shall be declared on the shares of any
series of Preferred Shares in respect of the
accumulations for any quarterly dividend period or
portion thereof unless dividends shall likewise be or
have been declared with respect to accumulations on
all then outstanding Preferred Shares of each other
series for the same period or portion thereof. The
ratios of the dividends declared to dividends
accumulated with respect to any quarterly dividend
period on the Preferred Shares of each series
outstanding shall be identical. Accumulations of
dividends shall not bear interest.
So long as any Preferred Shares are outstanding, no
dividend shall be paid or declared, or other
distribution made, on Junior Shares, nor shall any
Junior Shares be purchased, redeemed, retired or
otherwise acquired for a consideration if
Preferential Dividends on outstanding Preferred
Shares for the current and all past quarterly
dividend periods or portions thereof shall not have
been paid, or declared and set apart for payment, or
if the Corporation shall be in default or deficient
under any requirement of a sinking fund established
with respect to outstanding Preferred Shares of any
series for any period then elapsed; provided,
however, that the restrictions of this paragraph
shall not apply to the declaration and payment of
dividends on Junior Shares if payable solely in
Junior Shares, nor to the acquisition of any Junior
Shares through the application of the proceeds of any
Junior Shares sold at or about the time of such
acquisition, nor shall such restrictions prevent the
transfer of any amount from surplus to stated
capital.
(C) Liquidation Preferences. In the event of involuntary
dissolution, liquidation or winding up of the
Corporation, the holders of Preferred Shares of each
series outstanding shall be entitled to receive out
of the assets of the Corporation an amount per share
equivalent to the par value thereof, plus an amount
equivalent to Preferential Dividends at the rate
fixed and determined for such series accrued and
unpaid to the date fixed for payment, but no more.
In the event of voluntary dissolution, liquidation or
winding up of the Corporation, the holders of
Preferred Shares of each series outstanding shall be
entitled to receive out of the assets of the
Corporation such amount per share as shall have been
fixed and determined for such series by the Board of
Directors, plus an amount equivalent to Preferential
Dividends at the rate fixed and determined for such
series accrued and unpaid to the date fixed for
payment, but no more.
Until payment to the holders of outstanding Preferred
Shares as aforesaid, or until moneys or other assets
sufficient for such payment shall have been set apart
for payment by the Corporation, separate and apart
from its other funds and assets for the account of
such holders so as to be and continue to be available
for payment to such holders, no payment or
distribution shall be made to holders of Junior
Shares in connection with or upon such dissolution,
liquidation or winding up.
Neither a consolidation nor merger of the Corporation
with or into any other corporation, nor a merger of
any other corporation into the Corporation, nor the
purchase or redemption of all or any part of the
outstanding shares of any class or classes of the
Corporation, nor the sale or transfer of the property
and business of the Corporation as or substantially
as an entirety, shall be construed to be a
dissolution, liquidation or winding up of the
Corporation within the meaning of the foregoing
provisions.
(D) Redemptions. The Corporation may at its option
expressed by vote of the Board of Directors, at any
time or from time to time, redeem the whole or any
part of the Preferred Shares, or of any series
thereof, at the redemption price or prices at the
time in effect, any such redemption of Preferred
Shares to be at such time and at such place in the
City of Chicago, State of Illinois, as shall likewise
be determined by vote of the Board of Directors.
Notice of any proposed redemption of Preferred Shares
shall be given by the Corporation by mailing a copy
of such notice, not more than 40 nor less than 30
days prior to the time fixed for redemption, to the
holders of record of Preferred Shares to be redeemed,
at their respective addresses then appearing on the
books of the Corporation. It shall not be necessary
that the holders of record of any Preferred Shares to
be redeemed shall actually have received notice of
redemption thereof, provided the same shall have been
mailed as aforesaid. In case less than all of the
Preferred Shares of any series are to be redeemed,
the shares so to be redeemed shall be determined by
lot in such manner as may be prescribed by the Board
of Directors, and the certificates evidencing such
shares shall be specified by number in the notice of
such redemption. By the time so fixed for
redemption, the Corporation shall, and at any time
within 40 days prior to such time may, deposit in
trust, for the account of the holders of Preferred
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 Illinois,
located in the City of Chicago, Illinois, and having
a combined capital, surplus and undivided profits of
at least $5,000,000, which shall be designated in
such notice of redemption. Notice of redemption
having been mailed and funds necessary for such
redemption having been deposited as aforesaid so that
such funds shall be forthwith available to holders of
Preferred Shares to be redeemed upon surrender of
certificates evidencing such shares, then,
notwithstanding that the time fixed for such
redemption as aforesaid may not yet have occurred or
the certificates evidencing shares to be redeemed may
not have been surrendered for cancellation,
nevertheless all shares to be redeemed shall be
deemed no longer to be outstanding for any purpose,
and all voting and other rights with respect to such
shares shall thereupon cease and terminate, excepting
only the right of the holders of the certificates for
such shares to receive, out of funds so deposited in
trust, the redemption funds, without interest, to
which they are entitled, and the right to exercise
any privilege of conversion not theretofore expiring,
the Corporation to be entitled to the return of any
funds deposited for redemption of shares converted
pursuant to such privilege. Any interest accrued on
funds so deposited shall be paid to the Corporation
from time to time. In case the holder of Preferred
Shares which shall have been called for redemption
shall not, within six years after the redemption
date, claim the amount deposited with respect to the
redemption of such shares, the bank or trust company
in which such deposit was made shall upon demand pay
over to the Corporation such unclaimed amount and
thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof to
such holder.
(E) Repurchases; Limitations on Reacquisitions. Subject
to applicable law and the provisions of this Division
I, the Corporation may from time to time purchase or
otherwise acquire outstanding Preferred Shares at a
price per share not exceeding the amount at the time
payable in the event of redemption thereof otherwise
than through the operation of the applicable sinking
fund, if any.
No Preferred Shares shall be purchased, redeemed,
retired or otherwise acquired for a valuable
consideration if all accumulations of dividends on
the Preferred Shares of all series for all past
quarterly dividend periods or portions thereof shall
not have been paid, or declared and a sum sufficient
for the payment thereof set apart, or if the
Corporation shall be in default or deficient under
any requirement of a sinking fund established with
respect to outstanding Preferred Shares of any series
for any period then elapsed.
(F) Restrictions on Certain Corporate Action.
(1) The Corporation shall not, without the consent
(given by vote at an annual meeting or a special
meeting called for that purpose) of the holders
of at least a majority of the total number of
Preferred Shares then outstanding, issue any
bonds, notes, debentures or other securities
representing indebtedness, or assume any such
indebtedness, other than:
(a) indebtedness with a maturity not more than
12 months from date of issue (short-term
indebtedness) up to an aggregate at any
time outstanding which does not exceed 10%
of the sum of items (d) and (e)below,
(b) indebtedness issued for purposes of the
refunding, reacquisition, redemption or
other retirement of any outstanding
indebtedness theretofore issued or assumed
by the Corporation with a maturity date
beyond 12 months from date of issue of the
indebtedness being refunded, reacquired,
redeemed or retired, or
(c) indebtedness issued for purposes of the
reacquisition, redemption or other
retirement of all or any part of
outstanding Preferred Shares, Parity Shares
or Senior Shares,if, after giving effect to
such issue or assumption, the total
principal amount of all bonds, notes,
debentures or other securities representing
indebtedness issued or assumed by the
Corporation to be outstanding (but
excluding short-term indebtedness, as above
defined, in an amount not exceeding 10% of
the sum of items (d) and (e) below) would
exceed 65% of the aggregate of
(d) the total principal amount of all bonds,
notes, debentures or other securities
representing indebtedness maturing in more
than 12 months from date of issue issued or
assumed by the Corporation and then to be
outstanding, and
(e) the capital and surplus of the Corporation
as then to be stated on the books of
account of the Corporation.
(2) The Corporation shall not, without the consent
(given by vote at an annual meeting or a special
meeting called for that purpose) of the holders
of at least two-thirds of the total number of
Preferred Shares then outstanding, issue, sell
or otherwise dispose of any additional Preferred
Shares, or any Parity Shares or Senior Shares,
unless the gross income of the Corporation
determined in accordance with such system of
accounts as may be prescribed by governmental
authorities having jurisdiction in the premises,
or, in the absence thereof, in accordance with
sound accounting practices (but in any event
after deducting the amount charged by the
Corporation on its books for depreciation
expense and all taxes), for a period of 12
consecutive calendar months within the 15
calendar months immediately preceding the
issuance, sale or disposition of such shares
available for the payment of interest shall have
been at least 1 1/2 times the sum of (a) the
annual interest charges on all interest-bearing
indebtedness of the Corporation and (b) the
annual dividend requirement on all outstanding
Preferred Shares, Parity Shares and Senior
Shares, including the shares proposed to be
issued; provided that there shall be excluded
from the foregoing computation interest charges
on all indebtedness and dividends on all shares
which are to be retired in connection with the
issue of such additional Preferred Shares,
Parity Shares or Senior Shares. In determining
such gross income, the Board of Directors shall
make such adjustment, by way of increase or
decrease in such gross income, as shall, in its
opinion, be necessary to give effect, for the
entire 12 months for which such gross income is
determined, to any acquisition or disposition of
property the income from which can be separately
ascertained.
(G) Preemptive Rights. No holder of Preferred Shares
shall have any preemptive right to subscribe for or
acquire additional shares of the Corporation of the
same or any other class, whether such shares are now
or hereafter authorized.
(H) Cancellation. Except as may otherwise be provided in
this Article Five or in any resolution of the Board
of Directors providing for the issue of any
particular series of Preferred Shares, Preferred
Shares redeemed or otherwise retired by the
Corporation may be reissued in the same manner as
authorized but unissued Preferred Shares undesignated
as to series until and unless canceled pursuant to
applicable law.
(I) Definitions. In this Division I and in any
resolution of the Board of Directors adopted pursuant
to this Division I establishing a series of Preferred
Shares and fixing the designation and terms thereof,
the meanings below assigned shall control:
"Senior Shares" shall mean shares of any class
ranking prior to Preferred Shares as to dividends or
upon the dissolution, liquidation or winding up of
the Corporation.
"Parity Shares" shall mean shares of any class
ranking on a parity with, but not prior to, Preferred
Shares as to dividends or upon the dissolution,
liquidation or winding up of the Corporation.
"Junior Shares" shall mean shares of any class
ranking subordinate to Preferred Shares both as to
dividends and upon the dissolution, liquidation or
winding up of the Corporation, including Preference
Shares and Common Shares.
"Preferential Dividends" accrued and unpaid on a
Preferred Share to any particular date shall mean an
amount per share at the annual dividend rate
applicable to such share for the period beginning
with the date from and including which dividends on
such share are cumulative and concluding with the day
prior to such particular date, less the aggregate of
all dividends paid with respect to such share during
such period.
DIVISION II
Provisions Relating to Preference Shares
(A) Issue in Series. The Preference Shares may be
divided into and issued in series, each of which
shall be so designated as to distinguish the shares
thereof from the shares of all other series and
classes. Authority is hereby expressly vested in the
board of directors to divide any or all of the
Preference Shares from time to time authorized into
series, to fix the designation of each such series
and, subject to the limitations stated herein or
imposed by law, to fix and determine the following as
to each such series:
(1) the dividend rate or rates for the shares of
such series, or the facts ascertainable outside
the Articles of Incorporation of the
Corporation, or the resolution of the board of
directors establishing such series, providing
the basis for determining such dividend rate or
rates, which may vary according to a formula
based upon market rates or rating agency ratings
for such series or other designated securities
and/or be determined periodically by auctions,
remarketing or other methods, but only if the
manner in which such facts are to operate upon
such dividend rate or rates shall be clearly and
expressly set forth in such Articles of
Incorporation or such resolution; the date or
dates on which such dividends may be payable;
and the date from which dividends on shares of
such series shall be cumulative;
(2) the price or prices at which, and the terms and
conditions on which, such shares may be
redeemed;
(3) the amount payable upon each of such shares in
the event of the voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation;
(4) sinking fund provisions, if any, for the
redemption or purchase of such shares; and
(5) the terms and conditions on which such shares
may be converted into Common Shares, if such
shares are to be issued with such privilege of
conversion.
(B) Dividends. Subject to the preferential rights of the
holders of Preferred Shares with respect to the
payment of dividends, as set forth in subdivision (B)
of Division I, the holders of Preference Shares of
each series shall be entitled to receive, when and as
declared by the board of directors from funds legally
available for the payment thereof, dividends at the
rate fixed for such series, and no more, payable
quarterly on the first day of each of the months of
February, May, August and November in each year (the
"quarterly dividend payment dates"), each such
quarterly payment to be in respect of the quarterly
period ending with the day next preceding the date of
such payment, except in the case of the first
dividend payable on shares of any series issued
between quarterly dividend payment dates, in which
case such dividend shall be for the period beginning
with the date of issue of such shares or the next
preceding quarterly dividend payment date for the
Preference Shares, as determined by the board of
directors, and ending with the day next preceding
either the first or the second quarterly dividend
payment date for the Preference Shares succeeding the
date of issue of such shares, as determined by the
board of directors. Notwithstanding the immediately
preceding sentence, if so provided in the resolution
of the board of directors establishing a particular
series of Preference Shares, as authorized in
subdivision (A) of this Division II, dividends on the
shares of such series may be declared payable on such
dates and with respect to such periods as shall be
set forth in such resolution.
Except as may be otherwise provided in the resolution
establishing a particular series of Preference
Shares, such dividends shall accrue and be cumulative
with respect to each share of each series from and
including the beginning date of the period for which
the first dividend thereon was payable.
No dividend shall be declared in full on the
outstanding Preference shares of any series (the
"Declaring Series") in respect of any dividend period
for the Declaring Series at the dividend rate
applicable to such dividend period unless prior
thereto or concurrently therewith dividends in full
shall likewise have been declared on all then
outstanding Preference Shares of each other series
(the "Other Series") in respect of each dividend
period for each of the Other Series ending
concurrently with, or prior to, the last day of the
dividend period first above specified, at the
respective dividend rates applicable from time to
time to each Other Series. Whenever less than full
dividends shall be declared on the Declaring Series
in respect of any dividend period for the Declaring
Series at the dividend rate applicable to such
dividend period, dividends on the outstanding
Preference Shares of all series shall be declared
ratably in accordance with the respective amounts
which would be payable on all such outstanding
Preference Shares if all dividends, including
accumulated dividends, if any, were declared in full
on the declaration date. Accumulations of dividends
shall not bear interest.
So long as any Preference Shares are outstanding, no
dividend shall be paid or declared, or other
distribution made, on Junior Shares, nor shall any
Junior Shares be purchased, redeemed, retired or
otherwise acquired for a consideration, unless
dividends on the outstanding Preference Shares for
the current and all past dividend periods shall have
been paid in full, or declared and set apart for
payment, or if the Corporation shall be in default or
deficient under any requirement or a sinking fund
established with respect to outstanding Preference
Shares of any series for any period then elapsed;
provided, however, that the restrictions of this
paragraph shall not apply to the declaration and
payment of dividends on Junior Shares if payable
solely in Junior Shares, nor to the acquisition of
any Junior Shares through the application of the
proceeds of any Junior Shares sold at or about the
time of such acquisition, nor shall such restrictions
prevent the transfer of any amount from surplus to
stated capital.
(C) Liquidation Preferences. In the event of
dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the
holders of Preference Shares of each series
outstanding shall be entitled to receive out of the
assets of the Corporation, before any payment or
distribution shall be made to the holders of any
Junior Shares, such amount per share as shall have
been fixed by the Board of Directors as the voluntary
liquidation price or the involuntary liquidation
price, as the case may be, for the shares of such
series; provided, however, that no such payment to
the holders of Preference Shares shall be made until
payment in full shall have been made to the holders
of Preferred Shares, or moneys or other assets
sufficient for such payment shall have been set apart
for payment by the Corporation, separate and apart
from its other funds and assets for the account of
such holders, in accordance with the provisions of
subdivision (C) of Division I. If upon any such
dissolution, liquidation or winding up the assets of
the Corporation available for payment to shareholders
are not sufficient to make payment in full to the
holders of Preference Shares as above provided,
payment shall be made to such holders ratably in
accordance with the numbers of shares held by them
respectively, and in case there shall then be
outstanding more than one series of Preference
Shares, ratably in accordance with the respective
distributive amounts to which such holders shall be
entitled.
Neither a consolidation nor merger of the Corporation
with or into any other corporation, nor a merger of
any other corporation into the Corporation, nor the
purchase or redemption of all or any part of the
outstanding shares of any class or classes of the
Corporation, nor the sale or transfer of the
property and business of the Corporation as or
substantially as an entirety, shall be construed to
be a dissolution, liquidation or winding up of the
Corporation within the meaning of the foregoing
provisions.
(D) Redemption and Repurchases. Subject to the
limitations stated in subdivision (B) of Division I
and in this subdivision (D), and except as may be
otherwise provided by the Board of Directors in the
resolution establishing a particular series,
Preference Shares of any one or more series may be
called for redemption and redeemed, at the option of
the Corporation, in whole at any time or in part from
time to time, by the payment therefor in cash of the
then applicable optional redemption price or prices
fixed by the Board of Directors for the shares of
such series, each redemption to be effected upon
notice the same as that provided in subdivision (D)
of Division I in respect of the redemption of
Preferred Shares. All other provisions of said
subdivision (D) with respect to the method and effect
of redemption of Preferred Shares shall be applicable
to the redemption of Preference Shares in the same
manner and with the same force and effect as though
such provisions were set forth in full in this
subdivision (D).
Subject to applicable law, to the provisions of
subdivision (B) of Division I and to the provisions
of this Division II, the Corporation may from time to
time purchase or otherwise acquire outstanding
Preference Shares at a price per share not exceeding
the amount at the time payable in the event of
redemption thereof otherwise than through the
operation of the applicable sinking fund, if any.
If and so long as the Company shall be in default in
the payment of any quarterly dividend on Preference
Shares of any series, or shall be in default in the
payment of funds into or the setting aside of funds
for any sinking fund created for any series of the
Preference Shares, the Corporation shall not (other
than by the use of unapplied funds, if any, paid into
or set aside for a sinking fund or funds prior to
such default):
(1) redeem any Preference Shares unless all shares
thereof are redeemed, or
(2) purchase or otherwise acquire for a valuable
consideration any Preference Shares, except
pursuant to offers of sale made by the holders
of Preference Shares in response to an
invitation for tenders given by mail by the
Corporation simultaneously to the holders of
record of all Preference Shares then
outstanding, at their respective addresses then
appearing on the books of the Corporation.
(E) Restrictions on Certain Corporate Action. So long as
any Preference Shares shall be outstanding, the
Corporation shall not, without the affirmative vote
or the written consent of the holders of at least
two-thirds of the Preference Shares at the time
outstanding, or as of a record date fixed by the
Board of Directors, create or authorize any shares of
any class, other than the Preferred Shares (whether
now or hereafter authorized), ranking prior to or on
a parity with the Preference Shares with respect to
the payment of dividends or the distribution of
assets upon the dissolution, liquidation or winding
up of the Corporation.
(F) Preemptive Rights. No holder of Preference Shares
shall have any preemptive right to subscribe for or
acquire additional shares of the Corporation of the
same or any other class, whether such shares are now
or hereafter authorized.
(G) Cancellation. All Preference Shares which shall be
redeemed or repurchased pursuant to any sinking fund
created for any series of Preference Shares, or
applied in lieu of the payment of funds into or the
setting aside of funds for any such sinking fund, and
all Preference Shares issued with the privilege of
conversion into Common Shares which shall be so
converted, shall be retired and canceled and shall
not be reissued. Preference Shares otherwise
redeemed, purchased or acquired by the Corporation
may be reissued in the same manner as authorized but
unissued Preference Shares undesignated as to series
until and unless canceled by the Board of Directors
pursuant to applicable law.
(H) Definitions. In this Division II and in any
resolution of the Board of Directors adopted pursuant
to this Division II establishing a series of
Preference Shares and fixing the designation and
terms thereof, the meanings below assigned shall
control:
"Junior Shares" shall mean shares of any class
ranking subordinate to the Preference Shares both as
to dividends and upon the dissolution, liquidation or
winding up of the Corporation, including Common
Shares.
DIVISION III
Provisions Relating to Common Shares
(A) Dividends. Subject to the preferential rights of the
holders of Preferred Shares and Preference Shares
with respect to the payment of dividends, as set
forth in subdivision (B) of Division I and
subdivision (B) of Division II, respectively, the
holders of Common Shares shall be entitled to receive
dividends when and as declared by the Board of
Directors, from funds legally available for the
payment thereof.
(B) Liquidation Preferences. In the event of the
dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the
holders of Common Shares shall be entitled to
receive, ratably in accordance with the numbers of
shares held by them respectively, the assets of the
Corporation remaining available for payment to
shareholders after payment in full shall have been
made to the holders of Preferred Shares and
Preference Shares, in accordance with the provisions
of subdivision (C) of Division I and subdivision (C)
of Division II, respectively.
(C) Preemptive Rights. No holder of Common Shares shall
have any preemptive right to subscribe for or acquire
additional shares of the Corporation of the same or
any other class, whether such shares are now or
hereafter authorized, or any securities convertible
into any such shares of the Corporation.
(D) Consideration for Common Shares. The entire
consideration received upon the issuance of Common
Shares shall be credited to stated capital, and this
requirement may not be eliminated or amended without
the affirmative vote or consent of the holders of at
least two-thirds of the Common Shares at the time
outstanding.
ARTICLE SIX
At the time of restatement, the class and number of shares
issued by the corporation and the paid-in capital (expressed in
dollars) received by the corporation therefor, are:
Class Series Shares Issued
Preferred $4.36 Cumulative 60,000
$4.22 Cumulative 40,000
$7.50 Cumulative 98,288
Preference $5.25 100,000
$7.80 400,000
Common 29,352,612
Paid-In Capital $349,966,271
ARTICLE SEVEN
Any vacancies in the membership of 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 vote of a majority of the directors then in office, any
director so elected to serve until the next annual meeting of
shareholders; provided, however, that at no time shall the
number of directors so elected exceed 33-1/3% of the total
membership of the board of directors.
ARTICLE EIGHT
A holder of or subscriber to shares of the corporation shall be
under no obligation to the corporation or its creditors with
respect to such shares other than the obligation to pay to the
corporation the full consideration for which said shares were
issued or to be issued.
ARTICLE NINE
1. It was estimated that the value of all property to be
owned by the corporation for the year following the
execution of the original Articles of Incorporation,
wherever located, would be $18,550,000.00.
2. It was estimated that the value of the property to be
located within the State of Illinois during the year
following the execution of the original Articles of
Incorporation would be $12,900,000.00
3. It was estimated that the gross amount of business which
would be transacted by the corporation during the year
following the execution of the original Articles of
Incorporation would be $7,200,000.00
4. It was estimated that the gross amount of business which
would be transacted in the State of Illinois during the
following year would be $4,000,000.00.
ARTICLE TEN
At any meeting of shareholders, a majority of the outstanding
shares entitled to vote, represented in person or by proxy,
shall constitute a quorum; provided that less than such quorum
shall have the right successively to adjourn the meeting to a
specified date not longer than 90 days after such adjournment
and no notice need be given to the shareholders not present at
the meeting.
In all elections for directors of this Company every
shareholder shall have the right to vote, in person or by
proxy, for the number of shares owned by him, for as many
persons as there are directors to be elected, or to cumulate
said shares and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall
equal, or to distribute them, on the same principle, among as
many candidates as he shall think fit.
The Articles of Incorporation of this Company may be amended in
accordance with and upon the vote prescribed by the laws of the
State of Illinois, provided, however, that in no event shall
any such amendment be adopted, after this amendment becomes
effective, without receiving the affirmative vote of at least a
majority of the outstanding shares of this Company entitled to
vote.
ARTICLE ELEVEN
1. Any person made a party to or involved in any litigation
(which term shall include any actual or threatened civil,
criminal, administrative or arbitration action,
proceeding, claim, suit or appeal therefrom) by reason of
the fact that such person at any time was or is a
director, officer or employee of the Corporation, or by
reason of the fact that, at the request of the
Corporation, such person served or is serving as a
director, officer or employee of any business corporation,
not-for-profit corporation, joint venture, trade
association or other entity, shall be indemnified by the
Corporation against all liabilities, judgments, fines and
amounts paid in settlement and all expenses (including
attorneys' fees) actually and reasonably incurred by such
person arising out of or in connection with any such
litigation, if such person acted in good faith and in a
manner which such person reasonably believed to be in, or
not opposed to, the best interests of the Corporation or
any such business corporation, not-for-profit corporation,
joint venture, trade association or other entity and, in
the case of criminal litigation, such person had no
reasonable cause to believe that his or her conduct was
unlawful; provided, however, that such person shall not be
indemnified hereunder if, in the case of litigation by or
in the right of the Corporation, it shall be finally
determined in such litigation that such person breached
his or her duty to the Corporation or any such business
corporation, not-for-profit corporation, joint venture,
trade association or other entity unless, and then only to
the extent that, a court shall finally determine that,
despite such breach of duty, such person, in view of all
the circumstances relating to such litigation, is fairly
and reasonably entitled to indemnification under this
paragraph 1.
2. Any action taken or omitted to be taken by any such
director, officer or employee in good faith and in
compliance with or pursuant to any order, determination,
approval or permission made or given by a commission,
board, official or other agency of the United States or of
any state or other governmental authority with respect to
the property or affairs of the Corporation or any such
business corporation, not-for-profit corporation, joint
venture, trade association or other entity over which such
commission, board, official or agency has jurisdiction or
authority or purports to have jurisdiction or authority
shall be deemed prima facie to be in compliance with the
applicable standard of conduct set forth in paragraph 1,
whether or not it may thereafter be determined that such
order, determination, approval or permission was
unauthorized, erroneous, unlawful or otherwise improper.
3. Unless finally determined as provided in paragraph 1, the
termination of any litigation, whether by judgment,
settlement, conviction or upon a plea of nolo contendere,
or its equivalent, shall not create a presumption that the
person seeking indemnification did not meet the applicable
indemnification standard set forth in paragraph 1.
4. Except where a person has been successful on the merits
with respect to any such litigation, any indemnification
hereunder shall be made only after (a) the Board of
Directors (acting by a quorum consisting only of directors
who were not involved in such litigation) determines that
such person met the applicable indemnification standard
set forth in paragraph 1 or (b) in the absence of such a
quorum, a panel (selected in the following manner)
determines that such person met the applicable
indemnification standard set forth in paragraph 1: one
member of such panel shall be selected by the members of
the Board of Directors who were not involved in such
litigation, or, if there should be no such directors, then
by the senior-ranking officer of the Corporation who was
not involved in such litigation; one member of such panel
shall be selected by the person seeking indemnification;
and the third member of such panel shall be selected by
the first two members or, in the event such two panel
members cannot agree within 30 days, by the President of
the Illinois State Bar Association. Such panel shall make
its determination by arbitration in accordance with the
laws of the State of Illinois. Judgment upon the award
rendered by such panel may be entered in any court having
jurisdiction thereof.
5. Advances may be made by the Corporation against costs,
expenses and fees arising out of, or in connection with,
any such litigation at the discretion of, and upon such
terms (but always subject to the final determination of a
person's right to indemnification) as may be determined
by, the Board of Directors.
6. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a
director, officer or employee of the Corporation, or is or
was serving, at the request of the Corporation, as a
director, officer or employee of any business corporation,
not-for-profit corporation, joint venture, trade
association or other entity, against any liability
asserted against such person which was incurred in any
such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power
to indemnify such person against any such liability under
the provisions of this Article.
7. The right of indemnification provided hereunder shall not
be deemed exclusive of any other right to indemnification
to which any person may be entitled, or of any other
indemnification which may lawfully be granted to any
person in addition to the indemnification provided
hereunder. Indemnification provided hereunder shall, in
the case of the death of the person entitled to
indemnification, inure to the benefit of such person's
heirs, executors or other lawful representatives.
8. The invalidity or unenforceability of any provision of
this Article shall not affect the validity or
enforceability of any other provision of this Article.
IN WITNESS WHEREOF, the undersigned corporation has caused
these Articles of Amendment in the form of the First Restated
Articles of Incorporation to be executed in its name by its
Vice President, and its corporate seal to be hereto affixed,
attested by its Assistant Secretary, this 14th day of February,
1994.
Iowa-Illinois Gas and Electric Company
By_____________________________________
Lance E. Cooper
Vice President-Finance
ATTEST:
_________________________________________
Barbara A. Ven Horst
Assistant Secretary
STATE OF IOWA
COUNTY OF SCOTT
I, Karen K. Thode, a Notary Public, do hereby certify that
on the 14th day of February, 1994, Lance E. Cooper personally
appeared before me and, being first duly sworn by me,
acknowledged that he signed the foregoing document in the
capacity therein set forth; that the adoption of these Articles
of Amendment in the form of the First Restated Articles of
Incorporation is the free act and deed of Iowa-Illinois Gas and
Electric Company; and that the statements therein obtained are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the day and year before written.
__________________________________
Notary Public