BY-LAWS
OF
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
AS IN EFFECT AFTER AMENDMENTS DATED APRIL 25, 1991
ARTICLE I
OFFICES
The principal office of the corporation in the State of
Illinois shall be located in the City of Rock Island, County of
Rock Island. The Central Office of the corporation shall include
the business offices of its principal executive officers and
staff and shall be located at 206 East Second Street, Davenport,
Iowa. The corporation may have such other offices, either within
or without the State of Illinois, as the business of the
corporation may require from time to time.
The registered office of the corporation required by the
Business Corporation Act to be maintained in the State of
Illinois may be, but need not be, identical with the principal
office in the State of Illinois, and the address of the
registered office may be changed from time to time by the board
of directors.
ARTICLE II
MEETINGS OF SHAREHOLDERS
1. The annual meeting of shareholders of this corporation
shall be held at 10:00 a.m., on the fourth Thursday in April at
which time they shall elect by plurality vote, by ballot, a board
of directors to hold office until the next succeeding annual
meeting and until their successors shall have been duly elected
and qualified, and shall transact such other business as may
properly come before the meeting. If the election of directors
shall not be held on the day designated herein for any annual
meeting, or at any adjournment thereof, the board of directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
2. Special meetings of the shareholders may be called by
the chairman of the board of directors, by the president, by the
board of directors or by the holders of not less than one-fifth
of all the outstanding shares of the corporation.
3. The board of directors may by resolution designate any
place, either within or without the State of Illinois, as the
place of meeting for any annual meeting or for any special
meeting called by the board of directors. If no designation is
made in such resolution, or if a special meeting be called
otherwise than by resolution of the board, the place of meeting
shall be the Central Office of the corporation, 206 East Second
Street, in the City of Davenport, Iowa.
4. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the date of the
meeting, or in the case of a merger, consolidation, share
exchange, dissolution or sale, lease or exchange of assets not
less than 20 nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of
the chairman of the board of directors, the president, or the
secretary, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the
shareholder at his address as it appears on the records of the
corporation, with postage thereon prepaid.
Except as otherwise provided by law or by the articles of
incorporation of the corporation, the only business which shall
be conducted at any annual or special meeting of the shareholders
shall (i) have been specified in the written notice of the
meeting (or any supplement thereto) given as provided in the
preceding paragraph, (ii) be brought before the meeting at the
direction of the board of directors or the chairman of the
meeting or (iii) have been specified in a written notice (a
"Shareholder Meeting Notice") given to the corporation, in
accordance with all of the following requirements, by or on
behalf of any shareholder of record on the record date for such
meeting and who shall continue to be entitled to vote thereat.
Each Shareholder Meeting Notice must be delivered personally to,
or be mailed to and received by, the Secretary, at the Central
Office of the corporation, 206 East Second Street, Davenport,
Iowa (i) in the case of an annual meeting of shareholders, not
less than 10 days prior to the first anniversary date of the
initial mailing of notice of the previous year's annual meeting
of shareholders, provided that such Shareholder Meeting Notice
need not be given more than 75 days prior to such forthcoming
annual meeting, or (ii) in the case of a special meeting of
shareholders, not more than 10 days after the date of the initial
mailing of notice of such special meeting. Each Shareholder
Meeting Notice shall set forth: (i) a description of each item of
business proposed to be brought before the meeting; (ii) the name
and address of the shareholder proposing to bring such item of
business before the meeting; (iii) the class and number of shares
held of record, owned beneficially and represented by proxy by
such shareholder as of the record date for the meeting (if such
date shall then have been made publicly available) and as of the
date of such Shareholder Meeting Notice; (iv) if any such item of
business shall involve one or more nominations for director, all
information regarding each such nominee as would be required to
be set forth in a definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor
thereto, and the written consent of each such nominee to serve if
elected; and (v) all other information which would be required to
be filed with the Securities and Exchange Commission if, with
respect to any such item of business, such shareholder were a
participant in a solicitation subject to such Section 14. No
business shall be brought before any meeting of shareholders of
the corporation otherwise than as provided in this paragraph.
When a meeting is adjourned to another time or place, notice
of the adjourned meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment is
taken, unless the adjournment is for more than 30 days, or unless
after the adjournment a new record date is fixed for the
adjourned meeting, in which case notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at
the meeting. At the adjourned meeting, any business may be
transacted that might have been transacted at the original
meeting.
Notwithstanding Article VIII of these By-laws, this Article
II, paragraph 4, may be altered, amended or repealed at any
meeting of the board of directors only by the affirmative vote of
80 percent of the total number of authorized directors.
5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other
proper purpose, the board of directors may provide that the share
transfer books shall be closed for a stated period but not to
exceed, in any case, 60 days.
If the share transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
ten days, or in the case of a merger or consolidation at least
twenty days, immediately preceding such meeting. In lieu of
closing the share transfer books, the board of directors may fix
in advance a date as the record date for any such determination
of shareholders, such date in any case to be not more than 60
days and, for a meeting of shareholders, not less than ten days,
or in the case of a merger or consolidation not less than twenty
days, immediately preceding such meeting. If the stock transfer
books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the board of
directors declaring such dividends is adopted, as the case may
be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in
this paragraph, such determination shall apply to any adjournment
thereof.
6. The officer or agent having charge of the transfer
books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of, and the number of shares
held by, each, which list for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in the State of Illinois, shall
be prima-facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote
at any meeting of shareholders.
7. Subject to the provisions of Section 5 and 9 of this
Article II, each outstanding share of the corporation, regardless
of the class or series thereof, shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders.
8. Subject to the provisions of Section 5 of this Article
II, each shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the
proxy.
9. Subject to the provisions of Section 5 of this Article
II, in all elections for directors every shareholder shall have
the right to vote, in person or by proxy, 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 designate.
10. A majority of the outstanding shares of the
corporation, represented in person or by proxy, shall constitute
a quorum at any meeting of shareholders; provided, that in case a
quorum be not present at any meeting of shareholders, a majority
of the shares represented at the meeting may adjourn to such day
as they shall agree upon, without further notice.
ARTICLE III
DIRECTORS
1. The business and affairs of the corporation shall be
under the direction of its board of directors. In discharging
the duties of their respective positions, the board of directors,
committees of the board and individual directors may, in
considering the best interests of the corporation, consider the
effects of any action upon employees, suppliers and customers of
the corporation, communities in which offices or other
establishments of the corporation are located and all other
pertinent factors.
Notwithstanding Article VIII of these By-laws, this Article
III, paragraph 1, may be altered, amended or repealed at any
meeting of the board of directors only by the affirmative vote of
80 percent of the total number of authorized directors.
2. The number of directors of the corporation shall be
ten. Each director shall hold office for the term for which he
is elected or until his successor shall have been elected and
qualified. Directors need not be residents of Illinois or
shareholders of the corporation.
Notwithstanding Article VIII of these By-laws, this Article
III, paragraph 2, may be altered, amended or repealed at any
meeting of the board of directors only by the affirmative vote of
80 percent of the total number of authorized directors.
3. The regular meeting of the board of directors shall be
held, without other notice than this By-law, immediately after
and at the same place as the annual meeting of shareholders.
Unless otherwise ordered by the board of directors with respect
to a particular month, one additional regular meeting of the
board shall be held in the months of January, July, and October.
The board of directors may provide by resolution the time and
place, either within or without the State of Illinois, for the
holding of such additional regular meetings of the board of
directors without other notice than such resolution.
4. Special meetings of the board of directors may be
called by or at the request of the chairman of the board of
directors, the president, or any two directors. The person or
persons authorized to call special meetings of the board of
directors may fix any place, either within or without the State
of Illinois, as the place for holding any special meeting of the
board of directors.
5. Notice of any special meeting shall be given at least
three days previous thereto by written notice delivered
personally or mailed to each director at his business address, or
by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed
envelope so addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular
or special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.
6. A majority of the board of directors shall constitute a
quorum for the transaction of business at any meeting of the
board of directors, provided, that if less than a majority of the
directors are present at the said meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
7. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
board of directors.
8. 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.
9. Directors as such shall not receive any stated salaries
for their services but by resolution of the board of directors a
fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the board of
directors. By resolution of the board of directors, a fixed sum
and expenses of attendance, if any, may be allowed members of any
committee of the board of directors for attendance at any meeting
of such committee. In addition, the board may allow by
resolution a fixed monthly sum payable to such director or
directors as are not officers or employees of the corporation.
This sum shall be in an amount which in the opinion of the board
of directors adequately compensates such director or directors
for extended consideration of corporation matters implicit in the
office of such director. Nothing herein contained shall be
construed to preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.
ARTICLE IV
EXECUTIVE COMMITTEE
1. The board of directors by resolution adopted by a
majority of the whole board may designate two or more directors
to constitute an executive committee. The designation of such
committee and the delegation thereto of authority shall not
operate to relieve the board of directors or any member thereof
of any responsibility imposed upon it or him by law.
2. The executive committee, when the Board of Directors is
not in session, shall have and exercise all of the authority of
the board of directors in the management of the corporation
except to the extent, if any, that such authority shall be
limited by the resolution appointing the executive committee and
except also that the executive committee shall not have the
authority of the board of directors in reference to amending the
Articles of Incorporation, adopting a plan of merger or adopting
a plan of consolidation with another corporation or corporations,
recommending to the shareholders the sale, lease, exchange,
mortgage, pledge or other disposition of all or substantially all
of the property and assets of the corporation if not made in the
usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a
revocation thereof, amending, altering or repealing the By-laws
of the corporation, electing or removing officers of the
corporation or members of the executive committee, fixing the
compensation of any member of the executive committee, declaring
dividends, or amending, altering or repealing any resolution of
the board of directors which by its terms provides that it shall
not be amended, altered or repealed by the executive committee.
3. Each member of the executive committee shall hold
office until the next regular annual meeting of the directors
following his designation and until his successor as a member of
the executive committee is elected and qualified. Members of the
executive committee must at all times be directors of the
corporation.
4. Regular meetings of the executive committee may be held
without notice at such times and places as the executive
committee may from time to time by resolution fix. Special
meetings of the executive committee may be called by any member
thereof upon not less than one day's notice, if delivered
personally, or not less than two day's notice, if mailed or sent
by telegram, stating the place, date and hour of the meeting. If
mailed, notice shall be deemed to be delivered when deposited in
the United States mail addressed to the member of the executive
committee at his business address. Any member of the executive
committee may waive notice of any meeting and no notice of any
meeting need be given to any member thereof who attends in
person. The notice of a meeting of the executive committee need
not state the business proposed to be transacted at the meeting.
5. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any
meeting thereof and action of the executive committee must be
authorized by the affirmative vote of a majority of the members
present at a meeting at which a quorum is present.
6. Any vacancy in the executive committee may be filled by
a resolution adopted by a majority of the whole board of
directors.
7. Any member of the executive committee may be removed at
any time with or without cause by resolution adopted by a
majority of the whole board of directors. Any member of the
executive committee may resign from the executive committee at
any time by giving written notice to the chairman or secretary of
the corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
8. The executive committee shall elect a presiding officer
from its members and may fix its own rules of procedure which
shall not be inconsistent with these By-laws. It shall keep
regular minutes of its proceedings and report the same to the
board of directors for its information.
ARTICLE V
OFFICERS
1. The officers of this corporation shall consist of a
chairman of the board of directors, a president, one or more vice
presidents, a secretary, a treasurer, a controller, a general
counsel, one or more assistant secretaries, one or more assistant
treasurers and such other officers as from time to time may be
determined upon by the board of directors. The treasurer and
each assistant treasurer elected by the board of directors shall
by virtue of such office, be an assistant secretary of the
company. If more than one vice president is elected, each vice
president shall have such descriptive title, if any, as the board
of directors may determine. The officers of the corporation
shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting
of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold
office until his successor shall have been duly elected and shall
have qualified, or until his death, or until he shall resign or
shall have been removed in the manner provided by law. Vacancies
may be filled or new offices created and filled at any meeting of
the board of directors.
2. The chairman of the board of directors shall preside at
all meetings of the shareholders and of the board of directors at
which he is present. He shall have such other powers and perform
such other duties as may be assigned to him by the board of
directors, but he shall have no executive authority over the
affairs of the corporation.
3. The president shall be the principal executive officer
of the corporation and subject only to authority of the board of
directors, he shall determine fundamental policies and shall have
general control of the affairs of the corporation. In case of
death, disability, or absence of the chairman, the president
shall perform and be vested with all the duties of the chairman.
He may sign certificates for shares of the corporation and any
deeds, mortgages, bonds, contracts or other instruments which the
board of directors has authorized to be executed, which
authorizations may be either specific or general. In addition,
he shall in general perform all duties incident to the office of
the president and such other duties as may be prescribed by the
board of directors from time to time.
4. Vice presidents shall have and perform such duties as
may from time to time be assigned to them by the board of
directors or the president. Any vice president may sign
certificates for shares of the corporation and any deeds,
mortgages, bonds, contracts or other instruments which the board
of directors has authorized to be executed, which authorizations
may be either specific or general. In case of the death,
disability or absence of the president, the vice president (or
if there be more than one, the vice presidents in the order
designated by the board of directors, or in the absence of any
designation, then in the order of their first election) shall
perform the duties of the president, including interim duties,
and when so acting shall have all the powers of and be subject to
all restrictions upon the president.
5. The secretary shall keep a record of all proceedings of
all shareholders' and directors' meetings, and shall give notice
as required in these By-laws of all meetings of shareholders and
directors. He shall have the custody of all books and records of
the corporation, except such as shall be in the custody of the
treasurer. He shall have custody of the seal of the corporation,
and see that the seal is affixed to all documents, the execution
of which on behalf of the corporation under its seal is duly
authorized. He shall perform all duties incident to the office
of secretary and such other duties as from time to time may be
assigned to him by the president or by the board of directors.
6. The treasurer shall have charge and custody of all
funds and securities of the corporation, shall keep accounts of
all funds of the corporation received or disbursed, and shall
deposit all moneys and valuables in the name of and to the credit
of the corporation, in such banks or depositaries, and subject to
withdrawal in the manner and by such persons as from time to time
may be specified by resolution of the board of directors. He
shall perform all duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by
the president or by the board of directors.
7. The controller shall maintain records of all assets,
liabilities and financial transactions of the corporation. He
shall institute procedures for control of expenditures. He shall
perform all duties incident to the office of the controller and
such other duties as from time to time may be assigned to him by
the president or by the board of directors.
8. The general counsel shall conduct the legal affairs of
the corporation. He shall direct legal advisory and supervisory
procedures and legal actions for and on behalf of the
corporation. He shall perform all duties incident to the office
of general counsel and such other duties as from time to time may
be assigned to him by the president or by the board of directors.
9. The assistance secretaries and the assistant
treasurers, in general, shall perform such duties as may be
assigned to them by the secretary or the treasurer, respectively,
or by the president or by the board of directors. The assistant
secretaries and the assistant treasurers shall act for and in the
place of the secretary or the treasurer, respectively, in case of
his death, disability or absence.
10. Any two or more offices may be held by the same person,
except the offices of president and secretary and the offices of
treasurer and controller.
11. The salaries of the officers shall be fixed from time
to time by the board of directors, and no officer shall be
prevented from receiving such salary by reason of the fact that
he is also a director of the corporation.
ARTICLE VI
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under
the provisions of the Business Corporation Act of the State of
Illinois, or under the provisions of the Articles of
Incorporation or of the By-laws of the corporation, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE VII
SEAL
The corporate seal of this corporation shall be a circular
seal with the name of the corporation around the border and the
word "Illinois" and the year of incorporation in the center.
ARTICLE VIII
AMENDMENTS
These By-laws may be altered, amended or repealed, and new
By-laws may be adopted at any meeting of the board of directors
of the corporation at which a quorum is present, by a majority
vote of the directors present at such meeting.