Exhibit 3(e)
WESTERN RESOURCES, INC.
BY-LAWS
(as amended May 5, 1992)
ARTICLE I
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the Company
beginning with the year 1980, shall be held on the first Tuesday of May in
each year (or if said day be a legal holiday, then on the next succeeding day
not a holiday), at 11:00 A.M., at the principal office of the Company in the
City of Topeka, Kansas, or such other place in the State of Kansas as the
Board of Directors may designate for the purpose of electing Directors and
transacting such other business as may properly be brought before the meeting.
Section 2. Special meetings of the stockholders may be held upon
call of the Board of Directors or the Chairman of the Board or the President,
at such time and at such place within or without the State of Kansas as may be
stated in the call and notice.
Section 3. Notice stating the place, day and hour of every
meeting of the stockholders, and in the case of a special meeting further
stating the purpose for which such meeting is called, shall be mailed at least
ten days before the meeting to each stockholder of record who shall be
entitled to vote thereat, at the last known post office address of each such
stockholder as it appears upon the books of the Company. Such further notice
shall be given by mail, publication or otherwise, as may be required by law.
Any meeting may be held without notice if all of the stockholders entitled to
vote are present or represented at the meeting, or all of the stockholders
entitled to notice of the meeting sign a waiver thereof in writing.
Section 4. The holders of record of a majority of the shares of
the capital stock of the Company issued and outstanding, entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders, and the vote of a majority of such quorum
shall be necessary for the transaction of any business, unless otherwise
provided by law, by the Articles of Incorporation or by the By-laws. If at
any meeting there shall be no quorum, the holders of record, entitled to vote,
of a majority of such shares of stock so present or represented may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall have been obtained, when any business may be
transacted which might have been transacted at the meeting as first convened
had there been a quorum.
Section 5. Meetings of the stockholders shall be presided over by
the Chairman of the Board or, if he is not present, by the President or, in
his absence, by a Vice President. In the event that none of such officers be
present, then the meeting shall be presided over by a chairman to be chosen at
the meeting. The Secretary of the Company or, if he is not present, an
Assistant Secretary of the Company or, if neither the Secretary nor an
Assistant Secretary is present, a secretary to be chosen at the meeting shall
act as secretary of the meeting.
Section 6. At all meetings of the stockholders every holder of
record of the shares of the capital stock of the Company, entitled to vote
thereat, may vote thereat either in person or by proxy.
Section 7. At all elections of directors the voting shall be by
written ballot and stockholders may cumulate their votes.
Section 8. The Board of Directors shall have power to close the
stock transfer books of the Company for a period not exceeding fifty days
preceding the date of
(a) Any meeting of the stockholders;
(b) Any payment of any dividends;
(c) Any allotment of rights;
(d) Any effective date of change or conversion or exchange
of capital stock; or, in lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date not exceeding fifty days preceding the
effective date of any of the above enumerated transactions, and in such case
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to receive notice of and to vote at such meeting, or to
receive payment of such dividend, or to receive allotment of rights, or to
exercise rights of change, conversion or exchange of capital stock, as the
case may be, or to participate in any of the above transactions,
notwithstanding any transfer of any stock on the books of the Company after
such record date fixed as aforesaid.
ARTICLE II
DIRECTORS
Section 1. Subject to the provisions of the Articles of
Incorporation, the Directors shall be elected at the regular annual meeting of
stockholders, but if such election of Directors is not held on the day of the
annual meeting, the Directors shall cause the election to be held as soon
thereafter as conveniently may be. Also, subject to the provisions of the
Articles of Incorporation, the Directors shall be divided into three classes,
which shall be as nearly equal in number as possible, and no class shall
include fewer than two Directors. Directors shall hold office for a term of
three years and until their successors are elected and qualified, except that
in 1990, the first class of Directors shall be elected for a term of one year
and the second class of Directors shall be elected for a term of two years.
Each class of Directors shall be designated by the year in which its term
ends. The Board shall fill vacancies in any class in the manner prescribed in
this Article II, provided that any such newly elected Director shall serve for
the remainder of the term applicable to the vacancy being filled.
Notwithstanding the foregoing, whenever the holders of the preferred stock or
preference stock issued by the Company shall have the right, voting separately
by class, to elect Directors at an annual or special meeting of the
stockholders, the election, term of office, and filling of vacancies of such
Directors shall be governed by the terms of the Articles of Incorporation
applicable thereto, and such Directors so elected shall not be divided into
classes pursuant to this paragraph. Directors elected by a vote of the
holders of preferred stock or preference stock as provided in the Articles of
Incorporation shall hold office only so long as is required by the Articles of
Incorporation. Except as otherwise provided in the By-laws and Articles of
Incorporation, no Director shall be removed except for cause. This paragraph
shall not be amended or repealed, and no provision inconsistent herewith shall
be adopted, without the affirmative vote of the holders of at least 80% of the
outstanding shares of stock of the Company entitled to vote in any election.
Each director who is not a salaried full time officer or employee of the
Company shall be conclusively deemed to have resigned from the Board of
Directors of the Company if he retires, resigns, or is removed from the
primary business position which he held at the time of his election to the
Board.
No director who is not a salaried full time officer or employee of the
Company shall be designated by the Board of Directors of the Company as a
nominee for re-election to the Board of Directors at an annual meeting of
stockholders if he shall have attained the age of seventy (70) at year-end
prior to such annual meeting.
No director who is a salaried full time officer or employee of the
Company shall be designated by the Board of Directors of the Company as a
nominee for re-election to the Board of Directors at an annual meeting of
stockholders, if he shall have attained the age of sixty-five (65) at year-end
prior to such annual meeting, or if he is no longer a full time officer or
employee of the Company, or if he has been removed, during the 12 month period
prior to Board action on nominees, from the position he previously held with
the Company, except that any chief executive officer serving on the Board may
be re-nominated for a maximum of five (5) years after his retirement as chief
executive officer, on a year to year basis.
Each Director before entering upon his duties shall file with the
corporation written acceptance of his office. A majority of the members of
the Board shall constitute a quorum for the filling of vacancies of the Board
of Directors and the transaction of business, but if at any meeting of the
Board there shall be less than a quorum present, a majority of the Directors
present may adjourn the meeting from time to time without notice, other than
announcement of the meeting, until a quorum shall have been obtained, when any
business may be transacted which might have been transacted at the meeting as
first convened had there been a quorum. The acts of a majority of the
Directors present at any meeting at which there is a quorum shall, except as
otherwise provided by law, by the Articles of Incorporation or the By-Laws, be
the acts of the Board.
Section 2. Vacancies in the Board of Directors, caused by death,
resignation or otherwise, may be filled at any meeting of the Board of
Directors and the directors so elected shall hold office until the next annual
meeting of the stockholders and until their successors are elected and
qualified.
Section 3. Meetings of the Board of Directors shall be held at such
place within or without the State of Kansas as may from time to time be fixed
by resolution of the Board or as may be specified in the call of any meeting.
Regular meetings of the Board shall be held at such time as may from time to
time be fixed by resolution of the Board, and notice of such meetings need not
be given. Special meetings of the Board may be held at any time upon call of
the Chairman of the Board or the President or a Vice President, by oral,
telegraphic or written notice, duly served on or sent or mailed to each
director not less than two days before any such meeting. Members of the Board
may participate in any meeting of such Board by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute presence in person at the meeting. A meeting of the
Board may be held without notice immediately after the annual meeting of the
stockholders at the same place at which such meeting is held. Any meeting may
be held without notice if all of the directors are present at the meeting, or
if all of the directors sign a waiver thereof in writing. Any action required
or permitted to be taken at any meeting of the board of directors may be taken
without a meeting if all members of the board consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the
board.
Section 4. Meetings of the Board of Directors shall be presided
over by the Chairman of the Board, or, if he is not present, by the President
or, if he is absent, by a Vice President. In the event none of such officers
are present, then the meeting shall be presided over by a chairman to be
chosen at the meeting. The Secretary of the Company or, if he is not present,
an Assistant Secretary of the Company or, if neither the Secretary nor an
Assistant Secretary is present, a secretary to be chosen at the meeting shall
act as secretary of the meeting.
Section 5. Each director of the Company who is not a salaried
officer or salaried employee of the Company shall be entitled to receive such
remuneration for serving as a director and as a member of any committee of the
Board as may be fixed from time to time by the Board of Directors.
ARTICLE III
OFFICERS
Section 1. The Board of Directors, as soon as may be after its
election held in each year, shall choose one of its number President of the
Company and shall appoint one or more Vice Presidents, a Secretary and a
Treasurer of the Company and from time to time may appoint such Assistant
Secretaries, Assistant Treasurers, and other officers and agents of the
Company as it may deem proper. The offices of Secretary and Treasurer may be
held by the same person, and a Vice President of the Company may also be
either the Secretary or the Treasurer.
Section 2. The term of office of all officers shall be one year
or until the respective successors are chosen or appointed, but any officer or
agent may be removed, with or without cause, at any time by the affirmative
vote of a majority of the members of the Board then in office. No agreement
for the employment of any officer or agent for a period longer than one year
shall be authorized.
Section 3. Subject to such limitations as the Board of Directors
may from time to time prescribe, the officers of the Company shall each have
such powers and duties as generally pertain to their respective offices, as
well as such powers and duties as from time to time may be conferred by the
Board of Directors. The Treasurer, the Assistant Treasurers and any other
officers or employees of the Company may be required to give bond for the
faithful discharge of their duties, in such sum and of such character as the
Board may from time to time prescribe.
Section 4. The salaries of all officers and agents of the Company
shall be fixed by the Board of Directors, or pursuant to such authority as the
Board may from time to time prescribe.
ARTICLE IV
CERTIFICATES OF STOCK
Section 1. The interest of each shareholder in the Company shall
be evidenced by a certificate or certificates for shares of stock of the
Company in such form as the Board of Directors may from time to time
prescribe. Certificates for shares of stock of the Company shall be signed by
the Chairman of the Board or the President or any Vice President and the
Treasurer or any Assistant Treasurer of this corporation and sealed with its
corporate seal, or when the same bear the facsimile signature of the Chairman
of the Board or the President or any Vice President and of the Treasurer or
any Assistant Treasurer of the corporation and its facsimile seal and shall be
countersigned and registered in such manner, if any, as the Board may by
resolution, prescribe.
Section 2. The shares of stock of the Company shall be
transferable only on the books of the Company by the holders thereof in person
or by duly authorized attorney, upon surrender for cancellation of
certificates for a like number of shares of the same class of stock, with duly
executed assignment and power of transfer endorsed thereon or attached thereto
and such proof of the authenticity of the signatures as the Company or its
agents may reasonably require.
Section 3. No certificate for shares of stock of the Company
shall be issued in place of any certificate alleged to have been lost, stolen
or destroyed, except upon production of such evidence of the loss, theft, or
destruction, and upon indemnification of the Company and its agents to such
extent and in such manner as the Board of Directors may from time to time
prescribe.
ARTICLE V
CHECKS, NOTES, ETC.
All checks and drafts on the Company's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents as shall be thereunto authorized from time to time
by the Board of Directors; provided that checks drawn on the Company's
dividend, general and special accounts may bear the facsimile signature,
affixed thereto by a mechanical device, of such officer or agent as the Board
of Directors shall authorize.
ARTICLE VI
FISCAL YEAR
The Fiscal year of the Company shall begin on the first day of
January in each year and shall end on the thirty-first day of December
following.
ARTICLE VII
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of
the Company and the words "Corporate Seal Kansas".