Exhibit 3(b)
As Amended 1/1/96
KENTUCKY POWER COMPANY
BY-LAWS
SECTION 1
Annual Meeting
The annual meeting of the stockholders of the Company shall
be held at its office in the City of Ashland, County of Boyd, and
State of Kentucky, on the second Monday in May in each year at
such hour, stated in the notice of meeting, as the Directors may
determine.
SECTION II
Special Meetings
Special meetings of the stockholders may be held upon call
of the Board of Directors at such time and at such place within
the State of Kentucky as may be stated in the call and notice.
SECTION III
Notice of Meetings
Notice of the time and place of every meeting of stock-
holders shall be mailed at least ten days previous thereto, to
each stockholder of record entitled to vote thereat who shall
have furnished a written address to the Secretary of the Company
for the purpose. Such further notice shall be given as may be
required by law. But meetings may be held without notice, if all
stockholders entitled to vote are present, or if notice is waived
by those not present.
SECTION IV
Quorum
The holders of a majority of the shares of the capital stock
of the Company issued and outstanding entitled to vote, present
in person or by proxy, shall constitute a quorum at all meetings
of the stockholders; if there be no such quorum, the holders of a
majority of such stock so present or represented may adjourn the
meeting from time to time.
SECTION V
Conduct of Stockholders' Meetings
Meetings of the stockholders shall be presided over by the
Chairman of the Board, or, if he is not present, by the
President, or, if neither is present, by a Vice President, or, if
none of such officers if present, by a Chairman to be elected at
the meeting. The Secretary of the Company shall act as Secretary
of such meetings, if present. (As amended 2/1/80)
SECTION VI
Board of Directors
The business and property of the Company shall be managed
and controlled by a Board of six (6) Directors to be elected at
the annual meeting of stockholders in each year, and to hold
office for one year, or until their successors are elected and
have qualified. (As amended 1/1/96)
A Director may be a resident and citizen of any State. (As
amended 6/24/82)
SECTION VII
Vacancies
Whenever any vacancy shall have occurred in the board, by
death, resignation, or otherwise, it shall be filled by the Board
at any meeting, and the person so chosen shall hold office for
the unexpired term of the Director whom he succeeds.
SECTION VIII
Meetings of the Board
Regular meetings of the Board of Directors shall be held at
such time and at such places as may from time to time be fixed by
resolution of the Board, and special meetings may be held at any
time and at any place upon the call of the Chairman of the Board,
by oral, telegraphic or written notice duly served on or sent or
mailed to each Director, not less than two days before such
meeting. A meeting of the Board may be held without notice
immediately after the annual meeting of stockholders, at the same
place at which such meeting was held. Notice need not be given
of regular meetings of the Board held at times fixed by
resolution of the Board. Meetings may be held at any time
without notice, if all the Directors are present or if those not
present waive notice of the meeting in writing. (As amended
2/1/80)
SECTION IX
Officers
The Board of Directors, as soon as may be convenient after
the election of directors in each year, shall elect from among
their number a Chairman of the Board and shall also elect a
President, one or more Vice Presidents, a Secretary and a
Treasurer and shall, from time to time, elect such other officers
as they may deem proper. The same person may be elected to more
than one office. (As amended 12/19/90)
SECTION X
Term of Office
The term of office of all officers shall be one year or
until their respective successors are elected, but any officer
may be removed from office at any time by the Board of Directors.
SECTION XI
Powers and Duties
The officers of the Company shall have such powers and
duties as generally pertain to their offices, respectively, as
well as such powers and duties as from time to time shall be
conferred by the Board of Directors.
SECTION XII
Indemnification
(1) Definitions. In this Section XII:
(a) "expenses" includes, without limitation, counsel
fees;
(b) "employee" shall include, without limitation, any
employee, including any professionally licensed
employee of the Company. Such term shall also
include, without limitation, any employee,
including any professionally licensed employee, of
a subsidiary or affiliate of the Company who is
acting on behalf of the Company;
(c) "liability" means the obligation to pay a judg-
ment, settlement, penalty, fine, including any
excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with
respect to a proceeding;
(d) "official capacity" means, (i) when used with
respect to a Director, the office of Director in
the Company; or (ii) when used with respect to an
individual other than a Director, the elective or
appointive office in the Company held by the
officer or the employment of agency relationship
undertaken by the employee or agent on behalf of
the Company. "Official capacity" does not include
service, at the request of the Company or other-
wise, for any other foreign or domestic corpor-
ation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise whether
for profit or not;
(e) "party" includes a person who was, is, or is
threatened to be made a named defendant or
respondent in a proceeding;
(f) "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether
civil, criminal, administrative or investigative
and whether formal or informal, including all
appeals.
(2) Indemnification. The Company shall indemnify any
person who was or is made a party to a proceeding because such
person is or was a Director, officer or employee of the Company,
or any subsidiary or affiliate of the Company, or is or was
serving at the request of the Company as a director, trustee,
partner, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, whether for profit or not,
against liability incurred by such person in connection with the
proceeding and against all reasonable expenses incurred in
successfully asserting a claim for indemnification pursuant to
this Section XII if (i) such person conducted himself or herself
in good faith; and (ii) such person reasonably believed, in the
case of conduct in his or her official capacity with the Company,
that his or her conduct was in the best interests of the Company,
and in all other cases that his or her conduct was at least not
opposed to its best interests; and (iii) in the case of any
criminal proceeding, such person had no reasonable cause to
believe his or her conduct was unlawful. Indemnification
required under this Section XII in connection with a proceeding
by or in the right of the Company is limited to reasonable
expenses incurred in connection with the proceeding. A person is
considered to be serving an employee benefit plan at the
Company's request if such person's duties to the Company also
impose duties on, or otherwise involve services by, such person
to the plan or to participants in or beneficiaries of the plan.
A person's conduct with respect to an employee benefit plan for a
purpose such person reasonably believed to be in the interests of
the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of this Section XII. The termination
of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director, officer or employee did
not meet the standard of conduct set forth in this subsection
(2).
(3) Limitations upon Indemnification. Notwithstanding the
provisions of subsection (2) of this Section XII, no indemni-
fication shall be made in connection with: (a) any proceeding by
or in the right of the Company in which the person seeking
indemnification was adjudged liable to the Company; or (b) any
proceeding charging any person with improper benefit to him or
herself, whether or not involving action in such person's
official capacity, in which such person was adjudged to be liable
on the basis that personal benefit was improperly received by
such person.
(4) Determination and Authorization of Indemnification. In
any case in which a Director, officer or employee of the Company
requests indemnification, upon such person's request, the Board
of Directors shall meet within sixty (60) days thereof to
determine whether such person is eligible for indemnification in
accordance with the applicable standards of conduct set forth in
subsection (2) of this Section XII or to cause such a determin-
ation to be made in a manner provided for in this subsection (4).
Such determination shall be made as follows:
(a) By the Board of Directors by a majority vote of a
quorum consisting of Directors not at the time
parties to the proceeding;
(b) If a quorum cannot be obtained under paragraph (a)
of this subsection (4), by majority vote of a
committee of the Board, duly designated to act in
the matter by a majority vote of the full Board of
Directors (in which designation Directors who are
parties to the proceeding may participate),
consisting solely of two or more Directors not at
the time parties to the proceeding;
(c) By special legal counsel:
(i) Selected by the Board of Directors or its
committee in the manner prescribed in para-
graphs (a) or (b) of this subsection (4); or
(ii) If a quorum of the Board of Directors cannot
be obtained under paragraph (a) of this
subsection (4) and a committee cannot be
designated under paragraph (b) of this
subsection (4), selected by majority vote of
the full Board of Directors, in which selec-
tion Directors who are parties to the pro-
ceeding may participate; or
(d) By the stockholders, but shares owned by or voted
under the control of Directors, officers or
employees who are at the time parties to the
proceeding may not be voted on the determination;
or
(e) By the Chairman of the Board if the person seeking
indemnification is not a Director or officer of
the Company.
Authorization of indemnification and evaluation as to reason-
ableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the determination that indemnification is permissible is made by
special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be made by
those entitled under paragraph (c) of this subsection (4) to
select counsel.
(5) Advancement of Expenses. To the fullest extent
permitted by law, the Company shall promptly advance expenses as
they are incurred by any person who is a party to any proceeding,
by reason of the fact that such person is or was a Director,
officer of employee of the Company or of any subsidiary or
affiliate of the Company, or is or was serving at the request of
the Company as a director, trustee, partner, officer, employee or
agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
whether for profit or not, upon request of such person and
receipt of an undertaking by or on behalf of such person to repay
amounts advanced to the extent that it is ultimately determined
that such person was not eligible for indemnification in
accordance with the standards set forth in subsection (2) of this
Section XII.
(6) Contract Rights; Non-exclusivity of Indemnification;
Contractual Indemnification. The foregoing provisions of this
Section XII shall be deemed to be a contract between the Company
and each Director, officer or employee of the Company, or its
subsidiaries or affiliates, and any modification or repeal of
this Section XII or any provisions of the Kentucky Business
Corporation Act shall not diminish any rights or obligations
existing prior to such modification or repeal with respect to any
proceeding theretofore or thereafter brought; provided, however,
that the right of indemnification provided in this Section XII
shall not be deemed exclusive of any other rights to which any
Director, officer or employee of the Company may now be or
hereafter become entitled apart from this Section XII, under any
applicable law including the Kentucky Business Corporation Act.
Irrespective of the provisions of this Section XII, the Board of
Directors may, at any time or from time to time, approve
indemnification of Directors, officers, employees or agents of
the Company to the full extent permitted by the Kentucky Business
Corporation Act at the time in effect, whether on account of past
or future actions or transactions. Notwithstanding the
foregoing, the Company shall enter into such additional contracts
providing for indemnification and advancement of expenses with
Directors, officers or employees of the Company or its sub-
sidiaries or affiliates as the Board of Directors shall
authorize, provided that the terms of any such contract shall be
consistent with the provisions of the Kentucky Business
Corporation Act.
(7) Miscellaneous Provisions. The indemnification provided
by this Section XII shall be limited with respect to Directors,
officers and controlling persons to the extent provided in any
undertaking entered into by the Company or its subsidiaries or
affiliates, as required by the Securities and Exchange Commission
pursuant to any rule or regulation of the Securities and Exchange
Commission now or hereafter in effect.
If the Company indemnifies or advances expenses to a
Director pursuant to this Section XII in connection with a
proceeding by or in the right of the Company, then the Company
shall report the indemnification or advance as required by the
Kentucky Business Corporation Act.
The Company may purchase and maintain insurance on behalf of
any person described in this Section XII against any liability
which may be asserted against such person whether or not the
Company would have the power to indemnify such person against
such liability under the provisions of this Section XII.
Every reference in this Section XII to Directors, officers
or employees shall include, unless the context requires
otherwise, former Directors, officers and employees and their
respective heirs, executors and administrators.
If any provision of this Section XII shall be found invalid
or limited in application by reason of any law, regulation or
proceeding, it shall not affect any other provision or the
validity of the remaining provisions hereof.
The provisions of this Section XII shall be applicable to
claims, actions, suits or proceedings made, commenced or pending
after the adoption hereof, whether arising from acts or omissions
to act occurring before or after the adoption hereof. (As
amended 4/21/87)
SECTION XIII
Shares of Stock
The stock of the Company shall be transferable or assignable
only on the books of the Company by the holders, in person or by
attorney, on the surrender of the certificate therefor. The
Boards of Directors may appoint such Transfer Agents and
Registrars of stock as to them may seem expedient.
SECTION XIV
Closing of Transfer Books
The transfer books of the Company may, in the discretion of
the Board of Directors, be closed for such length of time before
the annual meeting of the stockholders and in other cases,
including the payment of any dividend, as may be determined by
the Board from time to time.
SECTION XV
Amendment of By-Laws
These By-Laws may be amended or added to at any meeting of
the Directors, by affirmative vote of a majority of all the
Directors, if notice of the proposed change has been delivered or
mailed to the Directors five days before the meeting, or if all
the Directors are present, or if all not present assent in
writing to such change.
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