Exhibit 3
CERTIFICATE OF AMENDMENT TO RESTATED ARTICLES
OF INCORPORATION, AS AMENDED, OF
WESTERN RESOURCES, INC.
We, John E. Hayes, Jr., Chairman of the Board, President,
and Chief Executive Officer and Richard D. Terrill, Secretary of
the above named corporation, a corporation organized and existing
under the laws of the State of Kansas, do hereby certify that at
a meeting of the Board of Directors of said corporation, the
board adopted resolutions setting forth the following amendments
to the Restated Articles of Incorporation and declaring their
advisability:
That the Restated Articles of Incorporation of the Company
be amended as follows:
(i) Reference to the Company as "Surviving Corporation" or
"Company" shall be amended to refer to the
"Corporation".
(ii) Reference to "Shareholder" shall be amended to refer to
"Stockholder".
(iii) Articles I, IV, XIII, XIV, XV, and XVI relating to the
merger of the Kansas Electric Power Company with the
Company shall be deleted in their entirety.
(iv) The remaining Articles shall be renumbered to reflect
the deletions in (iii) above.
Article V shall be amended in its entirety to read as
follows:
The Corporation is organized for profit, and the
purpose for which said corporation is formed is to
engage in any lawful act or activity for which
corporations may be organized under the Kansas General
Corporation Code or any other laws of the State of
Kansas, including, but not limited to, the business of
an electric and gas utility.
Article X shall be amended to read in its entirety as
follows:
The Board of Directors may make and from time-to-time
may alter, amend, or repeal any By-law, subject to the
power of the stockholders to amend, alter, or repeal
the same.
Article XI shall be amended by deleting the words "at any
annual or special meeting" to read as follows:
(a) The number of directors shall not be less than
seven nor more than fifteen and the precise number
shall be determined from time-to-time by the Board of
Directors within such minimum and maximum number,
provided, that unless approved by a majority of the
stockholders entitled to vote, the number of directors
shall not be reduced to terminate the office of a
director during the term for which he was elected.
Article XII shall be amended to read in its entirety as
follows:
Meetings of stockholders may be held within or without the
State of Kansas. The books of the Corporation may be kept
within or (subject to the applicable provisions of the laws
of the State of Kansas) outside of the State of Kansas at
such place or places as may be from time-to-time designated
by the Board.
Subject to the rights of holders of Preferred Stock in
accordance with Section A of Article IV, only persons who
are nominated in accordance with the procedures set forth in
this paragraph shall be eligible to be nominated as
directors at any meeting of the stockholders of the
Corporation. At any meeting of the stockholders of the
Corporation, nominations of persons for election to the
Board of Directors may be made (1) by or at the direction of
the Board of Directors or (2) by any stockholder of the
Corporation who is a holder of record at the time of giving
the notice provided for in this paragraph, who shall be
entitled to vote at the meeting, and who complies with the
notice procedures set forth in this paragraph. For a
nomination to be properly brought before a stockholders'
meeting by a stockholder, timely written notice shall be
made to the Secretary of the Corporation. The stockholder's
notice shall be delivered to, or mailed and received at, the
principal office of the Corporation no less than 35 days nor
more than 50 days prior to the meeting; provided, however,
in the event that less than 45 days notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth
day following the day on which the notice of the date of the
meeting was mailed or the public disclosure was made;
provided further however, notice by the stockholder to be
timely must be received in any event not later than the
close of business on the seventh day preceding the day on
which the meeting is to be held. The stockholder's notice
shall set forth (1) as to each person whom the stockholder
proposes to nominate for election or reelection as a
director, all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required by
applicable law (including the person's written consent to
being named as a nominee and to serving as a director if
elected), and (2) (a) the name and address, as they appear
on the Corporation's books, of the stockholder, (b) a
representation that the stockholder is a holder of record of
the stock entitled to vote at the meeting on the date of the
notice and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice, and (c) a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the stockholder. The stockholder shall also comply
with all applicable requirements of the Securities and
Exchange Act of 1934, as amended (the "1934 Act") and the
rules and regulations thereunder with respect to the matters
set forth in this paragraph. If the chairman of the meeting
shall determine and declare at the meeting that a nomination
was not made in accordance with the procedures prescribed by
this paragraph, the nomination shall not be accepted.
At any meeting of the stockholders of the Corporation, only
such business shall be conducted as shall have been brought
before the meeting (1) by or at the direction of the Board
of Directors or (2) by any stockholder of the Corporation
who is a holder of record at the time of giving the notice
provided for in this paragraph, who shall be entitled to
vote at the meeting, and who complies with the notice
procedures set forth in this paragraph. For business to be
properly brought before a stockholders' meeting by a
stockholder, timely written notice shall be made to the
Secretary of the Corporation. The stockholder's notice
shall be delivered to, or mailed and received at, the
principal office of the Corporation not less than 35 days
nor more than 50 days prior to the meeting; provided,
however, in the event that less than 45 days notice or prior
public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholders to be
timely must be received not later than the close of business
on the tenth day following the day on which the notice of
the date of the meeting was mailed or the public disclosure
was made; provided further however, notice by the
stockholder to be timely must be received in any event not
later than the close of business on the seventh day
preceding the day on which the meeting is to be held. The
stockholder's notice shall set forth (1) a brief description
of the business desired to be brought before the meeting and
the reasons for considering the business, and (2) (a) the
name and address, as they appear on the Corporation's books,
of the stockholder, (b) a representation that the
stockholder is a holder of record of the stock entitled to
vote at the meeting on the date of the notice and intends to
appear in person or by proxy at the meeting to present the
business specified in the notice, and (c) any material
interest of the stockholder in the proposed business. The
stockholder shall also comply with all applicable
requirements of the 1934 Act and the rules and regulations
thereunder with respect to the matters set forth in this
paragraph. If the chairman of the meeting shall determine
and declare at the meeting that the proposed business was
not brought before the meeting in accordance with the
procedures by this paragraph, the business shall not be
considered.
The notice procedures set forth in this Article XII do not
change or limit any procedures the Corporation may require
in accordance with applicable law with respect to the
inclusion of matters in the Corporation's proxy statement.
We further certify that thereafter, pursuant to said
resolution, and in accordance with the by-laws of the corporation
and the laws of the State of Kansas, the Board of Directors held
a meeting of shareholders for consideration of the proposed
amendments, and thereafter, pursuant to notice and in accordance
with the statutes of the State of Kansas, the shareholders
convened and considered the proposed amendments.
We further certify that at the meeting a majority of the
shares of common stock entitled to vote and a majority of common
and preferred shares together entitled to vote, voted in favor of
the proposed amendments.
We further certify that the amendments were duly adopted in
accordance with the provisions of K.S.A. 17-6602, as amended.
We further certify that the capital of said corporation will
not be reduced under or by reason of said amendments.
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the seal of said corporation the 26th day of May, 1994.
John E. Hayes, Jr.
Chairman of the Board,
President, and Chief Executive
Officer
Richard D. Terrill
Secretary
State of Kansas )
) ss.
County of Shawnee )
Be it remembered that before me, a Notary Public in and for
the aforesaid county and state, personally appeared John E.
Hayes, Jr., Chairman of the Board, President, and Chief Executive
Officer, and Richard D. Terrill, Secretary of the corporation
named in this document, who are known to me to be the same
persons who executed the foregoing certificate and duly
acknowledge that execution of the same this 26th day of May,
1994.
Notary Public