Exhibit 3
WESTERN RESOURCES, INC.
BY-LAWS
(as amended March 19, 1997)
ARTICLE I
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the Company 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. or, on
such other day and at such time as the Board of Directors may deem reasonable
and appropriate, at the principal office of the Company in the City of Topeka,
Kansas, or such other place 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
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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 sixty 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 sixty 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
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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
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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
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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
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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.
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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.
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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.
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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".
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