Exhibit 3.01(ii)
BYLAWS
OF
LACLEDE GAS COMPANY
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of Laclede Gas
Company ("Company") shall be at such place as the Board of Directors may
from time to time determine, but until a change is effected, such principal
office shall be at 720 Olive Street in the City of St. Louis, Missouri.
Section 2. Other Offices. The Company may also have offices at such
other places both within and without the State of Missouri as the Board may,
from time to time, determine or the business of the Company may require.
ARTICLE II
SEAL
The corporate seal shall have inscribed thereon the name of the Company
and the words "Seal, St. Louis, Missouri." The seal may be used by causing
it, or a facsimile thereof, to be impressed, affixed or reproduced.
ARTICLE III
SHAREHOLDERS' MEETINGS
Section 1. Annual Meetings. The annual meeting of the shareholders of
the Company shall be held at 10 o'clock A.M. on the fourth Thursday of
January in each year if not a legal holiday, and if a legal holiday, then on
the next succeeding business day not a legal holiday. The purpose of the
meeting shall be to elect directors and to transact such other business as
properly brought before the meeting. If the Company fails to hold said
meeting for the election of directors on the date aforesaid, the Board of
Directors shall cause the election to be held by the shareholders as soon
thereafter as convenient.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by or at the request of the Chairman of the
Board, Chief Executive Officer or a majority of the number of Directors
which the Company would have if there were no vacancies. Also, the
Secretary shall call any such special meeting whenever requested in
Page 22
writing so to do by the holders of record of not less than one-third of the
shares of the capital stock of the Company then outstanding and entitled to
vote thereat.
Section 3. Notices of Meetings. Notice of each meeting of the
shareholders stating the place, date and hour of the meeting, and, in case
of a special meeting or where otherwise required by statute, the purpose or
purposes for which the meeting is called, shall be sent or otherwise given
in accordance with Section 4 of this Article not less than ten nor more than
seventy days before the date of the meeting, by or at the direction of the
person calling the meeting, to each shareholder entitled to vote at such
meeting.
Section 4. Method of Notice. Notice of any meeting of shareholders
shall be given either personally or by mail, telecopy, telegram or other
electronic or wireless means. Notices not personally delivered shall be
sent charges prepaid and shall be addressed to the shareholder at the
address of that shareholder appearing on the books of the Company. Notice
shall be deemed to have been given at the time when delivered personally or
deposited in the mail or sent by telecopy, telegram or other electronic or
wireless means.
An affidavit of the mailing or other means of giving notice of any
shareholders' meeting, executed by the Secretary, Assistant Secretary or any
transfer agent of the Company giving the notice, shall be prima facie
evidence of the giving of such notice.
Section 5. Place of Meetings. Meetings of the Company's shareholders
may be held at such place, either within or without the State of Missouri,
as may be fixed from time to time by resolution of the Board of Directors
and designated in the notice of meeting.
Section 6. Quorum: Adjournments. The holders of a majority of the
shares issued and outstanding and entitled to vote, present in person or
represented by proxy, shall constitute a quorum at a meeting of the
shareholders for the transaction of business, except as otherwise required
by law, the Articles of Incorporation, as they may be amended (hereinafter
the "Charter"), or these Bylaws. The shareholders present at a meeting at
which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of such number of shareholders
as to reduce the number of remaining shareholders to less than a quorum.
The absence from any meeting of the number of shares required by law, the
Charter or these Bylaws for action upon one matter shall not prevent action
at such meeting upon any other matter or matters which may properly come
before the meeting, if the number of shares required in respect of such
other matters shall be present.
Whether or not a quorum is present, the chairman of the meeting or a
majority of the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power, except as otherwise
Page 23
provided by statute, successively to adjourn the meeting to such time and
place as they may determine, to a date not longer than ninety days after
each such adjournment, and no notice of any such adjournment need be given
to shareholders other than the announcement of the adjournment at the
meeting.
Section 7. Voting: Proxies. At each meeting of the shareholders, each
shareholder of record entitled to vote thereat may vote in person or by
written proxy. A written proxy may be in the form of a telegram, cablegram
or other means of electronic transmission signed by the shareholder and
filed with the Secretary of the Company. If the instrument designates two
(2) or more persons to act as proxies, a majority of the proxies present at
the meeting may exercise all of the powers conferred by the instrument,
unless the instrument provides otherwise. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in
the proxy. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the shareholder or the shareholder's attorney-
in-fact.
In all elections for directors, each shareholder who is entitled to
vote shall have the right to cast as many votes in the aggregate as shall
equal the number of voting shares held by him or her in the Company,
multiplied by the number of directors to be elected at such election; and
each such shareholder may cast his or her whole number of votes, either in
person or by proxy, for one candidate or distribute them among two or more
candidates. The director nominees who receive the greatest number of
affirmative votes will be elected.
In voting on any proposition other than the election of directors, each
shareholder shall have one vote for each share of stock which he or she is
entitled to vote on such proposition, and, except as otherwise provided by
law, the Charter or these Bylaws, the affirmative vote of a majority of the
shares entitled to vote and present in person or represented by proxy at the
meeting shall be the act of the shareholders.
The date for determining the shareholders entitled to vote at a meeting
shall be determined pursuant to Article IX, Section 3 of these Bylaws.
Section 8. Organization. Every meeting of the shareholders for
whatever purpose shall be convened by the Chairman of the Board, Chief
Executive Officer, Secretary or other officer or person calling the meeting,
and in the absence of such officer or person the meeting may be convened by
any officer of the Company, and in the absence of an officer of the Company,
the meeting may be convened by the person duly elected chairman of such
meeting. Except as otherwise provided in these Bylaws, the officer or
person convening the meeting shall act as chairman thereof. The Secretary
of the Company shall act as
Page 24
secretary of all meetings of shareholders and in his or her absence the
chairman of the meeting may designate an assistant secretary of the Company
or another person to act as secretary of the meeting.
Except as may otherwise be required by applicable law or by rules and
regulations adopted by the Board of Directors, the chairman of any meeting
of shareholders shall prescribe such rules, regulations and procedures and
do such acts, including causing the adjournment of the meeting without a
vote of shareholders, that the chairman deems appropriate. Such rules,
regulations or procedures, whether adopted by the Board or prescribed by the
chair of the meeting, may include, but are not limited to, the following:
(a) the establishment of an agenda or order of business for the meeting,
including fixing the time for opening and closing the polls for voting on
each matter; (b) rules and procedures for maintaining order at the meeting
and the safety of those present; (c) limitations on attendance at or
participation in the meeting to shareholders of record of the Company, their
duly authorized and constituted proxies or such other persons as the chair
shall permit; (d) restrictions on entry to the meeting after the time fixed
for commencement thereof; and (e) limitation on the time allotted for
questions or comments by participants. No nominations of persons for
election to the Company's Board of Directors shall be made, and no business
shall be conducted, at a meeting of shareholders except in accordance with
the procedures set forth in Sections 9 and 10 of this Article III of these
Bylaws. Unless and to the extent determined by the Board or the chair of
the meeting, meetings of shareholders shall not be required to be held in
accordance with rules of parliamentary procedure.
Section 9. Notice of Shareholder Nominees for Directors. Only persons
who are nominated in accordance with the procedures set forth in this
Section shall be eligible for election as directors of the Company, except
as may be otherwise provided in the Charter with respect to the rights of
holders of preferred stock of the Company to nominate and elect a specified
number of directors in certain circumstances. Nominations of persons for
election to the Board of Directors of the Company may be made at any annual
meeting of shareholders or at any special meeting of shareholders called for
the purpose of electing directors: (a) by or at the direction of the Board
of Directors (or any duly authorized committee thereof); or (b) by any
shareholder of the Company entitled to vote at such meeting for the election
of directors and who complies with the procedures set forth in this Section.
In addition to any other applicable requirements, for a nomination to be
made by a shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the Company, as described
in this Section, which notice is not withdrawn by such shareholder at or
prior to such meeting.
To be timely, a shareholder's notice must be delivered or mailed to,
and received by, the Secretary of the Company at the principal executive
offices of the Company: (a) in the case of an annual meeting
Page 25
of shareholders, not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the date of the
annual meeting is changed by more than 30 days from such anniversary date,
notice by the shareholder to be timely must be so received not earlier than
60 days prior to the date of the annual meeting and not later than the close
of business on the 10th day following the earlier of the date on which such
notice of the date of the annual meeting was sent or public disclosure of
the date of the annual meeting was made; and (b) in the case of a special
meeting of shareholders called for the purpose of electing directors, not
later than 25 days prior to the date of the meeting; provided, however, that
if less than 25 days' notice or prior public announcement of the date of the
meeting is given or made to shareholders by the Company, notice by the
shareholders to be timely must be so received not later than the tenth day
following the day on which such notice of the date of the special meeting
was sent or public disclosure was made, whichever occurs first. In no event
shall the public disclosure of an adjournment of a shareholders' meeting
commence a new time period for the giving of a shareholder's notice as
described in this Section 9. For purposes of this Section 9, "public
disclosure" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or a comparable national news service
or in a document filed by the Company with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (hereinafter, in this Section 9 and in Section 10 of
this Article III, called the "Exchange Act"), or any successor law or agency
rule.
To be in proper written form, a shareholder's notice must set forth in
writing: (a) as to each person whom the shareholder proposes to nominate for
election as a director (the "Proposed Nominee"): (i) the name, age, business
address and residence address of the Proposed Nominee; (ii) the principal
occupation or employment of such Proposed Nominee for the previous five
years, (iii) the class or series and number of shares of the Company's
capital stock owned beneficially or of record by Proposed Nominee, (iv)
Proposed Nominee's written consent to being named in a proxy statement as a
nominee and to serving as a director if elected, and (v) any other
information relating to Proposed Nominee that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors, pursuant
to Section 14 of the Exchange Act, and the rules and regulations promulgated
thereunder; and (b) as to each shareholder giving the notice and the
beneficial owner of Company stock, if any, on whose behalf the nomination is
made ("Beneficial Owner"): (i) the name and address, as they appear on the
Company's shareholder records, of such shareholder and any such Beneficial
Owner; (ii) the class or series and number of shares of the Company's
capital stock which are owned beneficially and of record by such shareholder
and any such Beneficial Owner; (iii) a description of all arrangements or
understandings between such
Page 26
shareholder or Beneficial Owner and each Proposed Nominee and any other
person or persons (including their names) pursuant to which the
nomination(s) are to be made by such shareholder or Beneficial Owner, (iv) a
representation that such shareholder or Beneficial Owner intends to appear
in person or by proxy at the meeting to nominate the Proposed Nominee and
(v) any other information relating to such shareholder or Beneficial Owner
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors and regulations promulgated thereunder.
In the event that a shareholder seeks to nominate one or more
directors, the chairman of the meeting shall determine whether a shareholder
has complied with this Section. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination(s) was
not properly brought before the meeting in accordance with this Section 9,
and the defective nomination shall be disregarded. The chairman's ruling
thereon shall be final and conclusive.
Notwithstanding anything in these Bylaws to the contrary, no election
of a director nominated by a shareholder shall become effective until the
final termination of any proceeding that may have been commenced in any
court of competent jurisdiction for an adjudication of any legal issues
incident to determining the procedure pursuant to which the nomination of
such director was brought before the shareholders, unless and until such
court shall have determined that such proceedings are not being pursued
expeditiously and in good faith.
Section 10. Procedures for Submission of Shareholder Proposals at
Shareholders' Meetings. At a meeting of the shareholders of the Company,
only such business shall be conducted as shall have been brought before the
meeting: (i) pursuant to the Company's notice of the meeting, (ii) by or at
the direction of the Board of Directors (or a committee thereof); or (iii)
by any shareholder of record of the Company entitled to vote on such
business at such meeting who complies with the procedures set forth in this
Section. In addition to any other requirements, for business properly to be
brought before a meeting by a shareholder, the shareholder must have given
timely notice thereof in proper written form to the Secretary of the Company
as described in this Section, which notice is not withdrawn by such
shareholder at or prior to such meeting.
To be timely, a shareholder's notice must be delivered or mailed to,
and received by, the Secretary of the Company at the principal executive
offices of the Company: (a) in the case of an annual meeting of
shareholders, not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the date of the
annual meeting is changed by more than 30 days from such
Page 27
anniversary date, notice by the shareholder to be timely must be so received
not earlier than 60 days prior to the date of the annual meeting and not
later than the close of business on the 10th day following the earlier of
the date on which notice of the date of the annual meeting was sent or
public disclosure of the date of the annual meeting was made; and (b) in the
case of a special meeting of shareholders, not less than 25 days prior to
the date of the meeting; provided, however, that if less than 25 days'
notice or prior public announcement of the date of the meeting is given or
made to shareholders by the Company, notice by the shareholder to be timely
must be so received not later than the tenth day following the day on which
such notice of the date of the special meeting was sent or public disclosure
was made, whichever occurs first. In no event shall the public disclosure
of an adjournment of a meeting commence a new time period for the giving of
a shareholder's notice as described in this Section 10.
For purposes of this Section 10, "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document
filed by the Company with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act or any successor law or agency
rule.
To be in proper written form, a shareholder's notice must set forth in
writing as to each matter the shareholder proposes to bring before the
meeting of shareholders: (i) a brief description of the business desired to
be brought before the meeting, the reasons for conducting such business at
the meeting and, if such business includes a proposal to amend the Charter,
the language of the proposed amendment; (ii) the name and address, as they
appear on the Company's shareholder records, of the shareholder proposing
such business and of the beneficial owner, if any, on whose behalf the
proposal is made; (iii) the class or series and number of shares of the
Company's capital stock which are owned beneficially and of record by such
shareholder and any such beneficial owner on whose behalf the proposal is
made; (iv) any material interest of the shareholder and any such beneficial
owner in such business; (v) a representation that such shareholder intends
to appear in person or by proxy at the meeting to bring such business before
the meeting; and (vi) any other information relating to such shareholder,
beneficial owner or matters to be brought before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at a meeting of shareholders, except in accordance with
the procedures set forth in Section 9 or Section 10 of this Article III of
these Bylaws. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 10 and,
if he or she should so determine and declare, any such business not properly
brought before the meeting
Page 28
shall not be transacted. If, however, the shareholder does not appear at
the meeting, the proposal shall not be presented for a vote at the meeting,
even though proxies regarding that vote have been received by the Company.
The chairman's ruling thereon shall be final and conclusive.
Notwithstanding any of the foregoing provisions of this Section 10, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder (or any successor law
or agency rule) with respect to the matters set forth in this Section 10.
Nothing in this Section 10 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act (or any successor
law or agency rule).
Notwithstanding anything in these Bylaws to the contrary, no business
brought before a meeting of the shareholders by a shareholder shall become
effective until the final termination of any proceeding that may have been
commenced in any court of competent jurisdiction for an adjudication of any
legal issues incident to determining the validity of such business and the
procedure pursuant to which it was brought before the shareholders, unless
and until such court shall have determined that such proceedings are not
being pursued expeditiously and in good faith.
ARTICLE IV
DIRECTORS
Section 1. General Powers. The Board of Directors shall control and
manage the property, business and affairs of the Company. The Board of
Directors may also exercise all such powers of the Company and do all such
lawful acts and things as are not by law, the Charter or these Bylaws
directed or required to be exercised or done by the shareholders or some
particular officer of the Company.
Section 2. Number, Classification and Term of Office. The number of
directors shall be fixed from time to time by resolution of the Board of
Directors provided that in no event shall the number of directors be less
than 9 nor more than 12.
The directors shall be elected in three classes, as nearly equal in
number as possible (with one such class to be elected annually, and with
each class of directors to serve until the third annual meeting of
shareholders after the meeting at which such class of directors is elected).
All directors shall serve for their respective terms and until their
respective successors shall be duly elected and qualified.
In the event of any increase in the number of directors, the additional
director(s) shall be added to such class(es) as may be necessary so that all
classes shall be as nearly equal as may be possible. In the event of any
decrease in the number of directors, all classes of directors shall be
decreased as nearly equally as may be
Page 29
possible; provided that no decrease in the number of directors or
reclassification of the Board caused by such reduction in the number of
directors shall shorten the term of any incumbent director. Subject to the
foregoing, the Board shall determine the class(es) to which any additional
director(s) shall be added and the class(es) which shall be increased or
decreased in the event of any increase or decrease in the number of
director(s).
In case of any vacancy or vacancies in the Board of Directors, the
Board of Directors by a vote of a majority of the remaining directors may
fill the vacancy or vacancies for the unexpired term. A vacancy that will
occur at a specified later date, by reason of a resignation effective at a
later date, may be filled before the vacancy occurs, but the new director
shall not take office until the vacancy occurs.
Section 3. Compensation. Directors who are not officers or employees
of the Company may receive for their service as directors such annual
compensation as may be determined by resolution of the Board of Directors.
In addition, all directors as such shall receive their expenses, if any, for
attending meetings of the Board of Directors and may receive a fixed sum for
attendance as may be determined by resolution of the Board of Directors;
provided, that nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity and receiving
compensation therefor.
Members of special or standing committees of the Board of Directors
shall receive their expenses, if any, for attending committee meetings and
may receive a fixed sum for attendance at committee meetings as may be
determined by resolution of the Board of Directors.
Section 4. Qualifications. Directors need not be shareholders of the
Company. At least one director shall be a bona fide citizen and resident of
the State of Missouri. No person shall be eligible for election as a
director to any term commencing after April 24, 1980, if at the time of such
election such person has reached the age of 71 years.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular Annual Meeting. A regular annual meeting of the
Board, including newly elected directors, shall be held immediately
following the annual meeting of shareholders and shall be held at the
principal office of the Company, unless another time or place shall be fixed
therefor by the directors. No notice of such meeting shall be necessary to
the directors in order, legally, to constitute a meeting, provided a
majority of the whole Board shall be present. In the event such annual
meeting of the Board is not held at the time and place
Page 30
specified herein, or at such other time and place as may be fixed by the
directors, the meeting may be held at such time and place as shall be
specified in a notice given in the same manner as provided in Section 3(a)
or (b) of this Article for special meetings or as specified in a written
waiver signed by all of the directors.
Section 2. Regular Meetings. Additional regular meetings of the Board
of Directors shall be held without notice if the times of such meetings are
fixed by the Board. If the time of a meeting is not so fixed by the Board,
notice shall be given in the same manner as provided in Section 3(a) or (b)
of this Article for special meetings. Regular meetings of the Board may be
held at any place within or without the State of Missouri that has been
designated from time to time by resolution of the Board. In the absence of
such a designation, regular meetings shall be held at the principal
executive office of the Company.
Section 3. Special Meetings. Special meetings of the Board of
Directors may be called upon request of the Chairman of the Board, the Chief
Executive Officer or three members of the Board of Directors. The person(s)
authorized to call a special meeting of the Board may fix the time and place
of the meeting. Notice of the time, place and purpose of such meeting shall
be given by any one or more of the following methods, and the method used
need not be the same for each director being notified:
(a) written notice sent by mail at least three days prior
to the meeting;
(b) personal service of the notice, telephonic notice or
facsimile or other electronic or wireless transmission of the
notice, in any case at least 24 hours prior to the date of the
meeting.
Section 4. Quorum: Voting: Adjournments. At all meetings of the Board
of Directors, a majority of the duly elected Board shall be necessary to
constitute a quorum for the transaction of business, and no action shall be
taken (except adjournment, as provided below, and to fill vacancies, as
provided in Article IV, Section 2) until after a quorum has been
established. The act of a majority of the directors present at any meeting
shall be the act of the Board of Directors, regardless of whether or not a
quorum is present at the time such action is taken, except as may be
otherwise specifically provided by the Charter or by these Bylaws. In the
absence of a quorum, a majority of the directors present shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 5. Telephonic Participation. Members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment by means
Page 31
of which all persons participating in the meeting can hear each other, and
participation in the meeting in this manner shall constitute presence at
such meeting.
Section 6. Action by Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors (or of any
committee thereof) may be taken without a meeting if all members of the
Board (or committee) consent thereto in writing, and the writing or writings
are filed with the minutes of the proceedings of the Board (or committee).
Section 7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence
by the chairman of the Executive Committee, if any, or in his or her absence
by the Chief Executive Officer. In the absence of all such directors, a
chairman pro tem chosen by a majority of the directors present shall preside
at the meeting. The Secretary of the Company, or in his or her absence an
Assistant Secretary or any person designated from time to time by the Board,
shall act as its Secretary.
ARTICLE VI
COMMITTEES
Section 1. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate two or more from
their number, in addition to the Chief Executive Officer, who shall be a
member, to constitute an Executive Committee and may appoint a Chairman of
the Executive Committee. The Executive Committee, to the extent provided in
said resolution, shall have and exercise all of the authority of the Board
of Directors during the intervals between the meetings of the Board,
including power to cause the seal of the Company to be affixed to all papers
that may require it; but the Executive Committee shall not have the power or
authority with respect to amending the Charter, adopting an agreement of
merger or consolidation, or recommending to the shareholders the sale, lease
or exchange of all or substantially all of the Company's property or assets,
nor shall the Executive Committee have the power or authority to declare a
dividend. A meeting of the Executive Committee may be held on call by the
Chairman of the Executive Committee, the Chief Executive Officer or on the
call of any three members of the Committee. The Executive Committee may
hold meetings and make rules for the conduct of its business and appoint
such committees and assistants as it shall from time to time deem necessary.
A majority of the members of the Executive Committee shall constitute a
quorum. Any one or more members of the Executive Committee may participate
by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute presence in person
at a meeting.
Page 32
The Executive Committee shall keep a record of its proceedings, which
shall be reported to the Board of Directors at the next regular meeting of
the Board.
The Chief Executive Officer may designate from time to time a member of
the Board of Directors to act as a member of the Executive Committee at any
meeting or meetings thereof in the place of any member of the Executive
Committee absent therefrom.
Section 2. Other Committees. The Board of Directors may, in its
discretion, by resolution, appoint other committees, composed of two or more
members, which shall have and may exercise such powers as shall be conferred
or authorized by the resolution appointing them. Unless otherwise provided
by the Board, a majority of the members of any such committee shall
constitute a quorum and the acts of a majority of the members present at a
meeting at which a quorum is present shall be the act of such committee.
The Board shall have the power at any time to change the membership of any
such committee, to fill vacancies and to discharge any such committee.
ARTICLE VII
OFFICERS
Section 1. Titles. The officers of the Company shall be elected by
the Board of Directors and shall consist of a Chairman of the Board, a
President, at least one Vice President, a Secretary and a Treasurer. The
Chief Executive Officer shall be determined as provided in Article VIII,
Section 2. The Board may also elect one or more additional Vice Presidents,
a Controller, one or more Assistant Treasurers, Assistant Secretaries,
Assistant Controllers and such other officers as the Board may deem
appropriate. The following offices may not be held by the same person:
President and Vice President, Chief Executive Officer and Vice President,
President and Secretary, or Chief Executive Officer and Secretary. Vice
Presidents may be given distinctive designations such as Executive Vice
President, Group Vice President, Senior Vice President and the like.
Section 2. Election. The Board shall elect the officers at the
Board's annual meeting. The officers shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board. In connection with the election
of any officer of the Company, the Board may determine that such officers,
in addition to the title of the office to which he or she is elected, shall
have a further title such as Chief Administrative Officer, Chief Operating
Officer or such other title as the Board may designate, and the Board may
prescribe powers to be exercised and duties to be performed by any such
officer to whom any such additional title of office is given in addition to
those powers and duties provided for by these Bylaws for such office.
Page 33
Section 3. Removal. Any officer or officers elected or appointed by
the Board of Directors may be removed at any time, with or without cause, by
the affirmative vote of a majority of the whole Board of Directors. Any
vacancy occurring in any office may be filled only by the Board.
Section 4. Salaries. The salaries of all officers of the Company
shall be fixed by the Board of Directors.
ARTICLE VIII
DUTIES OF OFFICERS
Section 1. Chairman of the Board. The Chairman of the Board (a) shall
preside as chairman of all meetings of the Board of Directors and of the
shareholders at which the Chairman shall be present, (b) shall be, ex-
officio, a member of all standing Board Committees and (c) shall have such
other powers, responsibilities and duties as shall be assigned by the Board.
In the absence or disability of the Chief Executive Officer or the
President, the Chairman shall exercise all of the powers and discharge all
of the duties of the Chief Executive Officer or the President.
Section 2. Chief Executive Officer. The Chief Executive Officer of the
Company shall be that person designated by the Board of Directors from among
the Chairman of the Board, the Chairman of the Executive Committee or the
President. In the absence of such a designation, the President shall be the
Chief Executive Officer. The Chief Executive Officer shall have general
supervision and control over all of the business and property of the Company
and shall be responsible at all times to the Board of Directors and the
Executive Committee. The Chief Executive Officer shall have the power to
suspend any subordinate officer appointed by the Board until such Board may
be convened. The Chief Executive Officer shall have full authority in
respect to the signing and execution of deeds, bonds, mortgages, contracts
and other instruments of the Company. In the absence or the disability of
the Chairman of the Board or President, when the Chief Executive Officer is
not the Chairman of the Board or President, the Chief Executive Officer
shall exercise all of the powers and discharge all of the duties of the
Chairman of the Board or the President, as applicable. In the event the
Chief Executive Officer shall fail or for any reason be unable to serve, the
Board of Directors shall promptly act to fill such vacancy.
Section 3. President. The President shall be a director and shall
have such powers, responsibilities and duties as shall be assigned by the
Board of Directors, or, when he or she is not the Chief Executive Officer,
by the Chief Executive Officer. The President shall have equal authority
with the Chief Executive Officer with respect to the signing and execution
of deeds, bonds, mortgages, contracts and other instruments of the Company.
In the absence or disability of the Chief
Page 34
Executive Officer, when the Chief Executive Officer also serves as the
Chairman of the Board and the President is not the Chief Executive Officer,
the President shall exercise all of the powers and discharge all of the
duties of the Chairman of the Board and Chief Executive Officer.
Section 4. Vice-Presidents. Each Vice President shall perform and
exercise such duties and powers as shall be assigned to that Vice President
by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President.
Section 5. Treasurer and Assistant Treasurer. The Treasurer shall
have charge of the funds of the Company; shall keep the same in depositories
designated by the Board or by officers of the Company authorized by the
Board to make such designations; shall cause said funds to be disbursed upon
checks, drafts, bills of exchange or orders for payment of money signed in
such manner as the Board or authorized officers of the Company may, from
time to time, direct; shall perform such other duties as are incident to his
or her office, or as may be prescribed by the Chief Executive Officer,
President or the Board of Directors from time to time; and if required by
the Board of Directors, give bond for the faithful discharge of his or her
duties, in such form and amount and with such surety or sureties as may be
determined by the Board of Directors. The Assistant Treasurer(s) shall, in
the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall have such other duties and powers as
the Board may prescribe.
Section 6. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all votes
and the minutes of all proceedings of the same. He or she shall give notice
of all meetings of shareholders and special meetings of the Board of
Directors and, when appropriate, shall cause the corporate seal to be
affixed to any instrument executed on behalf of the Company. The Secretary
shall also superintend the keeping and have charge of the books, records and
papers of the Company. Except when a Transfer Agent and Registrar for the
stock of the Company is employed, the Secretary shall keep a register of the
address of each shareholder, and make all proper changes in such register,
retaining and filing his or her authority for all such entries. The
Secretary shall perform such other duties as may be prescribed by the Chief
Executive Officer, President or the Board of Directors from time to time, or
as may be incident to his or her office. The Assistant Secretaries, if any,
shall, during the absence of the Secretary, perform the duties and functions
and exercise the powers of the Secretary. Each Assistant Secretary shall
perform such other duties as the Chief Executive Officer, President, or
Chairman of the Board of Directors shall, from time to time, assign.
Page 35
ARTICLE IX
STOCK
Section 1. Certificates of Stock. The certificates of stock of the
Company shall be consecutively numbered in the order of their issue, and the
names of the owners, the number and class of shares and the date of issue
shall be entered in the books of the Company. The certificates shall be in
such form, consistent with the Charter, as the Board of Directors shall
approve, and shall be signed either manually by the President or a Vice
President and also by the Secretary or an Assistant Secretary or with
facsimile signatures of the foregoing officers, and shall be sealed with the
corporate seal, or have a facsimile thereof printed thereon, and they may
also be registered and counter-signed by a Registrar and Transfer Agent as
may be appointed by the Board of Directors. In case any officer who has
signed, or whose facsimile signature has been placed upon, a certificate
shall cease to be such officer before such certificate is issued, the
certificate may be issued by the Company with the same effect as if he or
she were such officer at the date of issue.
Section 2. Transfers. Transfers of stock may be made on the books of
the Company only by the person(s) named in the certificate(s) or by the
attorney lawfully constituted in writing representing such named person(s),
and upon surrender of the certificate representing the same, properly
endorsed.
Section 3. Record Date. The Board of Directors may close the transfer
books in its discretion for a period not exceeding 70 days preceding the day
appointed for any meeting, annual or special, of the shareholders, or the
payment of a dividend or the allotment of rights, or in its discretion the
Board of Directors may fix a date not exceeding 70 days preceding any such
appointed day as a record date for the determination of shareholders
entitled to notice of, and to vote at, such meeting or to receive such
dividend or rights, as the case may be.
Section 4. Determination of Holders. The Company shall be entitled to
treat the holder of record of any share(s) of stock as the holder in fact
thereof and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as expressly
provided by the laws of the State of Missouri.
Section 5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more Transfer Agents and Registrars for its stock, and may
require all stock certificates to bear the signature either of a Transfer
Agent or of a Registrar, or both.
Page 36
Section 6. Lost or Destroyed Certificates. Any person claiming a
certificate of stock to be lost or destroyed shall make an affidavit or
affirmation of that fact and advertise the same in such manner as the Board
of Directors may require, and shall give the Company, its Transfer Agents
and Registrars, if they shall so require, a bond of indemnity, in form and
with one or more sureties satisfactory to the Board, the Transfer Agents and
the Registrars of the Company, in the form and with such provisions as the
Transfer Agent or Registrar may deem reasonably satisfactory, whereupon a
new certificate may be issued of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed.
ARTICLE X
MISCELLANEOUS
Section 1. Dividends. Subject to law and the provisions of the
Charter, the Board of Directors shall have absolute discretion in the
declaration of dividends and in fixing and changing the date for the
declaration and payment of dividends. Before payment of any dividend or
making any distribution of profits, the Board of Directors may set aside,
out of the surplus or net profits of the Company, such sum or sums as the
Board of Directors may from time to time in its absolute discretion deem
proper as a reserve fund for depreciation or working capital, or for any
other purpose which the Board of Directors shall deem conducive to the
interests of the Company.
Section 2. Books and Records. When entitled to do so under applicable
law, shareholders may inspect the books of the Company at the office of the
Company during the usual business hours of the Company and in the presence
of a representative of the Company, and under such other reasonable
regulations as the officers of the Company may prescribe in the particular
instance.
Section 3. Checks, Drafts, Evidence of Indebtedness. All checks,
bills, notes, drafts, vouchers, and other evidences of indebtedness of the
Company shall be signed for the Company by the Chief Executive Officer, the
President, or Treasurer and may also be signed and countersigned by such
person(s) as the Chief Executive Officer or President may designate,
provided that instruments requiring execution with the formality of deeds
shall be signed by the Chief Executive Officer, the President, Treasurer or
a Vice President and impressed with the seal of the Company, duly attested
by the Secretary or an Assistant Secretary.
Section 4. Contracts. All contracts, deeds, mortgages, leases or
instruments that require the seal of the Company to be affixed thereto shall
be signed by the Chief Executive Officer, the President or a Vice President,
and by the Secretary or an Assistant Secretary, or by such other officer(s)
or person(s) as the Board of Directors or Executive Committee may by
resolution prescribe.
Page 37
Section 5. Fiscal Year. The fiscal year of the Company shall begin on
the first day of October and end on the thirtieth day of September of each
year.
Section 6. Amendments. As provided by the Charter, the power to make,
alter, amend or repeal these Bylaws is vested in the Board of Directors.
Such power may be exercised by the vote of a majority of all of the
directors at any annual or regular meeting or at a duly called special
meeting.
Page 38