Exhibit 3-(i)
RESTATED ARTICLES OF CONSOLIDATION
KANSAS CITY POWER & LIGHT COMPANY
AS AMENDED OCTOBER 1, 2001
RESTATED ARTICLES OF CONSOLIDATION
OF
KANSAS CITY POWER & LIGHT COMPANY
The following shall constitute the Restated Articles of
Consolidation of Kansas City Power & Light Company.
Kansas City Power & Light Company consolidated with Carroll
County Electric Company under the corporate name of Kansas City
Power & Light Company. The original Articles of Consolidation
were filed with the Secretary of State of Missouri on July 29,
1922. The Restated Articles of Consolidation were originally
approved by the Board of Directors on February 7, 1989, and duly
adopted by an affirmative vote of the holders of a majority of
all outstanding stock entitled to vote at the Annual Meeting of
Shareholders held on April 25, 1989.
The registered office of Kansas City Power & Light Company
is located at 1201 Walnut, Kansas City, Missouri 64106; and the
name of the registered agent at such address is Jeanie Sell Latz.
ARTICLE FIRST. The name of this corporation shall be KANSAS
CITY POWER & LIGHT COMPANY.
ARTICLE SECOND. The name of the city or town and county in
which said corporation is to be located is Kansas City, Jackson
County, Missouri, and its registered office shall be 1201 Walnut,
Kansas City, Missouri, but it shall have power to transact
business anywhere in Missouri, and also in the several States of
the United States if and when so desired under the respective
laws thereof regarding foreign corporations.
ARTICLE THIRD. The amount of authorized capital stock of
the Company is One Thousand (1,000) shares of Common Stock
without par value.
(a) Dividends. Subject to the limitations in this ARTICLE THIRD
set forth, dividends may be paid on the Common Stock out of any
funds legally available for the purpose, when and as declared by
the Board of Directors.
(b) Liquidation Rights. In the event of any liquidation or
dissolution of the Company, after there shall have been paid to
or set aside for the holders of outstanding shares having
superior liquidation preferences to Common Stock the full
preferential amounts to which they are respectively entitled, the
holders of outstanding shares of Common Stock shall be entitled
to receive pro rata, according to the number of shares held by
each, the remaining assets of the Company available for
distribution.
(c) Voting Rights. Except as set forth in this ARTICLE THIRD or
as by statute otherwise mandatory provided, the holders of the
Common Stock shall exclusively possess full voting powers for the
election of Directors and for all other purposes.
(d) No Preemptive Rights. No holders of outstanding shares of
Common Stock shall have any preemptive right to subscribe for or
acquire any shares of stock or any securities of any kind
hereafter issued by the Company.
(e) Consideration for Shares. Subject to applicable law, the
shares of the Company, now or hereafter authorized, may be issued
for such consideration as may be fixed from time to time by the
Board of Directors. Subject to applicable law and to the
provisions of this ARTICLE THIRD, shares of the Company issued
and thereafter acquired by the Company may be disposed of by the
Company for such consideration as may be fixed from time to time
by the Board of Directors.
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(f) Crediting Consideration to Capital. The entire
consideration hereafter received upon the issuance of shares of
Common Stock without par value shall be credited to capital, and
this requirement may not be eliminated or amended without the
affirmative vote of consent of the holders of two-thirds of the
outstanding Common Stock.
ARTICLE FOURTH. [Deleted]
ARTICLE FIFTH. The number of Directors which shall
constitute the whole Board of Directors shall be fixed by the
By-laws of the Company, but shall not be less than three (3).
Any changes in the number of Directors shall be reported to the
Secretary of State of Missouri within thirty (30) calendar days
of such change.
ARTICLE SIXTH. That the said corporation, KANSAS CITY
POWER & LIGHT COMPANY, shall continue perpetually.
ARTICLE SEVENTH. That the said corporation, KANSAS CITY
POWER & LIGHT COMPANY, is formed for the following purposes:
The acquisition, construction, maintenance and
operation of electric power and heating plant or
plants and distribution systems therefor; the
purchase of electrical current and of steam and of
other heating mediums and forms of energy;
distribution and sale thereof; the doing of all
things necessary or incident to carrying on the
business aforesaid in the State of Missouri and
elsewhere, and generally the doing of all other
things the law may authorize such a corporation so
to do.
ARTICLE EIGHTH. [Deleted]
ARTICLE NINTH. The Board of Directors may make, alter,
amend or repeal By-laws of the Company by a majority vote of the
whole Board of Directors at any regular meeting of the Board or
at any special meeting of the Board if notice thereof has been
given in the notice of such special meeting. Nothing in this
ARTICLE NINTH shall be construed to limit the power of the
shareholders to make, alter, amend or repeal By-laws of the
Company at any annual or special meeting of shareholders by a
majority vote of the shareholders present and entitled to vote at
such meeting, provided a quorum is present.
ARTICLE TENTH. 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 of such adjournment to
shareholders not present at the meeting.
ARTICLE ELEVENTH. These Restated Articles of Consolidation
may be amended in accordance with and upon the vote prescribed by
the laws of the State of Missouri; provided, that in no event
shall any such amendment be adopted after the date of the
adoption of this ARTICLE ELEVEN without receiving the affirmative
vote of at least a majority of the outstanding shares of the
Company entitled to vote.
ARTICLE TWELFTH. In addition to any affirmative vote
required by these Restated Articles of Consolidation or By-laws,
the affirmative vote of the holders of at least 80% of the
outstanding shares of Common Stock of the Company entitled to
vote shall be required for the approval or authorization of any
Business Combination with an Interested Shareholder; provided,
however, that such 80% voting requirement shall not be applicable
if:
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(a) the Business Combination shall have been approved by a
majority of the Continuing Directors; or
(b) the cash or the Fair Market Value of the property,
securities or other consideration to be received per share
by holders of the Common Stock in such Business Combination
is not less than the highest per share price paid by or on
behalf of the Interested Shareholder for any shares of
Common Stock during the five-year period preceding the
announcement of such Business Combination.
The following definitions shall apply for purposes of
this ARTICLE TWELFTH:
(a) The term "Business Combination" shall mean: (i) any
merger or consolidation involving the Company or a
subsidiary of the Company with or into an Interested
Shareholder; (ii) any sale, lease, exchange, transfer or
other disposition (in one transaction or a series) of any
Substantial Part of the assets of the Company or a
subsidiary of the Company to or with an Interested
Shareholder; (iii) the issuance of any securities of the
Company or a subsidiary of the Company to an Interested
Shareholder other than the issuance on a pro rata basis to
all holders of shares of the same class pursuant to a stock
split or stock dividend; (iv) any recapitalization or
reclassification or other transaction that would have the
effect of increasing the proportionate voting power of an
Interested Shareholder; (v) any liquidation, spinoff,
splitup or dissolution of the Company proposed by or on
behalf of an Interested Shareholder; or (vi) any agreement,
contract, arrangement or understanding providing for any of
the transactions described in this definition of Business
Combination;
(b) The term "Interested Shareholder" shall mean and
include (i) any individual, corporation, partnership or
other person or entity which, together with its "Affiliates"
or "Associates" (as defined on March 1, 1986, in Rule 12b-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934) "beneficially owns" (as defined on
March 1, 1986, in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934) in
the aggregate 5% or more of the outstanding shares of the
Common Stock of the Company, and (ii) any Affiliate or
Associate of any such Interested Shareholder;
(c) The term "Continuing Director" shall mean any member of
the Board of Directors of the Company who is unaffiliated
with the Interested Shareholder and was a member of the
Board of Directors prior to the time that the Interested
Shareholder became an Interested Shareholder, and any
successor of a Continuing Director if the successor is
unaffiliated with the Interested Shareholder and is
recommended or elected to succeed the Continuing Director by
a majority of Continuing Directors;
(d) The term "Fair Market Value" shall mean: (i) in the
case of stock, the highest closing sale price during the
30-day period immediately preceding the date in question of
a share of such stock on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not
quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange,
on the principal United States securities exchange
registered under the Securities and Exchange Act of 1934 on
which such stock is listed, or, if such stock is not listed
on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period
preceding the date in question on the National Association
of Securities Dealers, Inc. Automated Quotations System or
any similar system then in use, or, if no such quotations
are available, the Fair Market Value on the date in question
of a share of such stock as determined by a majority of the
Continuing Directors; and (ii) in the case of property other
than cash or stock, the Fair Market Value of such property
on the date in question as determined by a majority of the
Continuing Directors; and
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(e) The term "Substantial Part" shall mean 10% or more of
the Fair Market Value of the total assets as reflected on
the most recent balance sheet existing at the time the
shareholders of the Company would be required to approve or
authorize the Business Combination involving the assets
constituting any such Substantial Part.
Notwithstanding ARTICLE ELEVENTH or any other provisions of
these Restated Articles of Consolidation or the By-laws of the
Company (and not withstanding the fact that a lesser percentage
may be specified by law), this ARTICLE TWELFTH may not be
altered, amended or repealed except by the affirmative vote of
the holders of at least 80% or more of the outstanding shares of
Common Stock of the Company entitled to vote.
ARTICLE THIRTEENTH. (a) Right to Indemnification. Each
person who was or is made a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is or was a Director or officer of the Company or is or was
an employee of the Company acting within the scope and course of
his or her employment or is or was serving at the request of the
Company as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Company to
the fullest extent authorized by The Missouri General and
Business Corporation Law, as the same exists or may hereafter be
amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid to or to be paid in settlement)
actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its
Board of Directors provide indemnification to agents of the
Company as provided for in this ARTICLE THIRTEENTH. Such
indemnification shall continue as to a person who has ceased to
be a Director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators.
(b) Rights Not Exclusive. The indemnification and other
rights provided by this ARTICLE THIRTEENTH shall not be deemed
exclusive of any other rights to which a person may be entitled
under any applicable law, By-laws of the Company, agreement, vote
of shareholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in
any other capacity while holding the office of Director or
officer, and the Company is hereby expressly authorized by the
shareholders of the Company to enter into agreements with its
Directors and officers which provide greater indemnification
rights than that generally provided by The Missouri General and
Business Corporation Law; provided, however, that no such further
indemnity shall indemnify any person from or on account of such
Director's or officer's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Any such agreement providing for further indemnity
entered into pursuant to this ARTICLE THIRTEENTH after the date
of approval of this ARTICLE THIRTEENTH by the Company's
shareholders need not be further approved by the shareholders of
the Company in order to be fully effective and enforceable.
(c) Insurance. The Company may purchase and maintain
insurance on behalf of any person who was or is a Director,
officer, employee or agent of the Company, or was or is serving
at the request of the Company as a Director, officer, employee or
agent of another Company, partnership, joint venture, trust or
other enterprise against any liability asserted against or
incurred by such person in any such capacity, or arising out of
his or her status as such, whether or not the Company would have
the power to indemnify such person against such liability under
the provisions of this ARTICLE THIRTEENTH.
(d) Amendment. This ARTICLE THIRTEENTH may be hereafter
amended or repealed; however, no amendment or repeal shall
reduce, terminate or otherwise adversely affect the right of a
person entitled to obtain indemnification or an advance of
expenses with respect to an action, suit or proceeding that
pertains to or arises out of actions or omissions that occur
prior to the later of (a) the effective date of such amendment or
repeal; (b) the expiration date of such person's then current
term of office with, or service for, the Company (provided such
person has a stated term of office or service and completes such
term); or (c) the effective date such person resigns his or her
office or terminates his or
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her service (provided such person has a stated term of office or
service but resigns prior to the expiration of such term).
ARTICLE FOURTEEN. Any act or transaction by or involving
the Company that requires for its adoption pursuant to Chapter
351 of the Missouri General and Business Corporation Law or these
Restated Articles of Consolidation the approval of the
shareholders of the Company shall, pursuant to Section 351.448 of
the Missouri General and Business Corporation Law, require, in
addition, the approval of the shareholders of Great Plains Energy
Incorporated, a Missouri corporation, or any successor thereto by
merger, by the same vote as is required pursuant to Chapter 351
of the Missouri General and Business Corporation Law or the
Restated Articles of Consolidation of the Company.
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