EXHIBIT 3
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BYLAWS OF
ALLETE, INC.
As Amended Effective August 24, 2004
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As Amended Effective August 24, 2004
BYLAWS OF
ALLETE, INC.
Section 1. The annual meeting of the shareholders of this Corporation for
the election of Directors and the transaction of such other corporate business
as may properly come before such meeting shall be held at a time and place
anywhere within or without the State of Minnesota as may be designated by the
Board of Directors on the second Tuesday of May in each year after the year
1923, unless such day is a legal holiday, in which case such meeting shall be
held on the next day thereafter which is not a legal holiday or a Sunday.
Section 2. Special meetings of the shareholders of this Corporation may be
called for any purpose or purposes at any time by the Chairman of the Board, by
the President, by the Board of Directors or any two or more members thereof, the
Executive Committee, or, in the manner hereinafter provided, by one or more
shareholders as permitted under Minnesota law. The place of such special
meetings shall be at the registered office of this Corporation in Duluth,
Minnesota, or at such other place in Duluth as the Directors may determine.
Upon request in writing, by registered mail or delivered in person to the
Chairman of the Board, the President, a Vice-President or Secretary, by any
person or persons entitled to call a meeting of shareholders, it shall be the
duty of such officer forthwith to cause notice to be given to the shareholders
entitled to vote of a meeting to be held at such time as such officer may fix,
not less than ninety (90) days after the receipt of such request. If such notice
shall not be given within sixty (60) days after delivery or the date of mailing
of such request, the person or persons requesting the meeting may fix the time
of meeting and give notice in the manner hereinafter provided.
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As Amended Effective August 24, 2004
Notice of special meetings shall state the time, place and purpose thereof.
Section 3. Notice of every meeting of shareholders shall be mailed by the
Secretary or the officer or other person performing the Secretary's duties, not
more than sixty (60) days and not less than ten (10) days before the meeting, to
each shareholder of record entitled to vote, at his or her post office address
as shown by this Corporation's records; provided, however, that if a shareholder
waives notice thereof before, at, or after the meeting, notice of the meeting to
such shareholder is unnecessary. It shall not be necessary to publish notice of
any meeting of shareholders.
No business may be transacted at an annual meeting of shareholders, other
than business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or (c) otherwise properly brought before the
annual meeting by any shareholder of the Corporation (i) who is a shareholder of
record on the date of the giving of the notice provided for in this Section 3
and on the record date for the determination of shareholders entitled to notice
of and to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 3.
Except as provided by Securities and Exchange Commission Rule 14a-8, and in
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, such shareholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.
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As Amended Effective August 24, 2004
To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the annual meeting is
called for a date that is not within twenty-five (25) days before or after such
anniversary date, notice by the shareholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.
To be in proper written form, a shareholder's notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such shareholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such shareholder and any material interest of such shareholder in such
business and (v) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
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As Amended Effective August 24, 2004
No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 3; provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 3 shall be deemed to preclude discussion by any
shareholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
Section 4. The presence in person or by proxy of the holders of a majority
of the shares entitled to vote at any meeting shall constitute a quorum for the
transaction of business. In the absence of a quorum, any meeting may be
adjourned from time to time.
Section 5. Meetings of the shareholders shall be presided over by the
Chairman of the Board, if there be a Chairman of the Board present, otherwise by
the President, or, if the President is not present, by a Vice-President, or if
neither the President nor a Vice-President is present, by a Chairman to be
elected at the meeting. The Secretary of this Corporation shall act as Secretary
of such meetings, if present.
Section 6. Subject to the provisions of Article III of the Articles of
Incorporation as amended, each shareholder entitled to vote shall be entitled to
one vote for each share of voting stock held by the shareholder and may vote and
otherwise act in person or by proxy at each meeting of shareholders.
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As Amended Effective August 24, 2004
Section 7. Any unissued stock of this Corporation, not or hereafter
authorized, may be issued and disposed of by the Board of Directors at any time
and from time to time, to such persons, firms, corporations or associations,
upon such terms and for such consideration as the Board of Directors may, in its
discretion, determine, except as may be limited by law or by the Articles of
Incorporation of this Corporation. Shares of the Corporation's stock may be
certificated or uncertificated, as provided under Minnesota law. Certificates of
stock shall be of such form and device as the Board of Directors may elect, and
shall be signed by the Chairman of the Board or the President or a
Vice-President and the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary of this Corporation, but when a certificate is signed by
a Transfer Agent or Registrar the signature of any such corporate officer and
the corporate seal, if any, upon such certificate may be facsimiles, engraved or
printed.
Section 8. The stock of this Corporation shall be transferable or
assignable on the books of this Corporation by the holders in person or by
attorney, and in the case of stock represented by a certificate on surrender of
the certificates therefor. The Board of Directors may appoint one or more
transfer agents and registrars of the stock. The Board of Directors may fix a
time not exceeding sixty (60) days and not less than ten (10) days preceding the
date of any meeting of shareholders as the record date for the determination of
the shareholders entitled to notice of and to vote at such meeting, and in such
case only shareholders of record on the date so fixed or their legal
representatives shall be entitled to notice of and to vote at such meeting,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed. The Board of Directors may close the books of the
Corporation against transfer of shares during the whole or any part of such
period.
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As Amended Effective August 24, 2004
Section 9. Subject to the provisions of Article III of the Articles of
Incorporation of this Corporation, (1) the management of this Corporation shall
be vested in a Board of Directors, the number of which shall be fixed from time
to time exclusively by the Board of Directors pursuant to a resolution adopted
by affirmative vote of the majority of the Disinterested Directors, as defined
in Article VII of the Articles of Incorporation, but the number of Directors
shall be no less than nine (9) and no greater than fifteen (15), but no decrease
shall have the effect of shortening the term of any incumbent Director.
Directors shall be elected annually by the shareholders by ballot by a majority
of all the outstanding stock entitled to vote, to hold office until their
successors are elected and qualify; (2) subject to any rights then existing by
applicable law with respect to cumulative voting, the shareholders at any
meeting by a majority vote of all the outstanding stock entitled to vote, at an
election of Directors, may remove any Director and fill the vacancy; (3) subject
to the rights of the holders of any class or series of the then outstanding
shares of voting capital stock of this Corporation, newly created directorships
resulting from an increase in the authorized number of Directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by the shareholders or by the affirmative vote of a majority of the
Disinterested Directors then in office, although less than a quorum. Directors
so elected shall hold office for a term expiring at the time of the next annual
election of Directors by the shareholders and until their successors are duly
elected and qualify.
The Board of Directors, as soon as may be after the election in each year,
shall elect from their number a Chairman of the Board and shall elect one of
their number President of the Corporation, one of whom shall be designated the
Chief Executive Officer of the Corporation, and
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As Amended Effective August 24, 2004
shall also elect one or more Vice-President, a Secretary and Treasurer and shall
from time to time appoint such other officers as they may deem proper. The same
person may hold more than one office, except those of President and
Vice-President. The Board of Directors also may designate, from time to time,
former Directors of this Corporation as Directors Emeritus, in recognition of
their long and faithful service to this Corporation. Directors Emeritus shall
have no duties or responsibilities in connection with the management of the
Corporation.
The officers of the Corporation shall have such powers and duties, except
as modified by the Board of Directors, as generally pertain to their offices
respectively, as well as such powers and duties as from time to time may be
conferred upon them by the Board of Directors.
The Board of Directors may, by unanimous affirmative action of the entire
Board, designate two or more of their number to constitute an Executive
Committee which, to the extent determined by unanimous affirmative action of the
entire Board, shall have and exercise the authority of the Board in the
management of the business of the Corporation, except the power to fill
vacancies in the Board and the power to change the membership of or fill
vacancies in said Committee. Any such Executive Committee shall act only in the
interval between meetings of the Board, and shall be subject at all times to
control and direction of the Board. By unanimous vote, the Board shall have the
power at any time to change the membership of such Committee and to fill
vacancies in it. The Executive Committee may make such rules for the conduct of
its business and may appoint such Chairman and committees and assistants as it
may deem necessary. A majority of the members of said Committee shall constitute
a quorum.
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As Amended Effective August 24, 2004
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation, except as may be
otherwise provided in the Articles of Incorporation with respect to the right of
holders of preferred stock of the Corporation to nominate and elect a specified
number of directors in certain circumstances. Nominations of persons for
election to the Board of Directors 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
Corporation (i) who is a shareholder of record on the date of the giving of the
notice provided for in this Section 9 and on the record date for the
determination of shareholders entitled to notice of and to vote at such meeting
and (ii) who complies with the notice procedures set forth in this Section 9.
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 Corporation.
To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than ninety (90) days nor more than
one hundred twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; PROVIDED, HOWEVER, that in the event
that the annual meeting is called for a date that is not within twenty-five (25)
days before or after such anniversary date, notice by the shareholder in order
to be timely must be so received not later than the close of business on the
tenth (10th) day following the date on which such notice of the date of the
annual meeting was mailed or such public disclosure of the dateof the
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annual meeting was made, whichever first occurs; and (b) in the case of a
special meeting of shareholders called for the purpose of electing directors,
not later than the close of business on the tenth (10th) day following the day
on which notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made, whichever first occurs.
To be in proper written form, a shareholder's notice to the Secretary must
set forth (a) as to each person whom the shareholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person 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
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and record address of such shareholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such shareholder, (iii) a description of all
arrangements or understandings between such shareholder 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, (iv) a
representation that such shareholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in
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connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 9.
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
Section 10. Meetings of the Board of Directors shall be held at the times
fixed by resolution of the Board, or upon call of the Chairman of the Board, the
President, or a Vice-President, or any two Directors. The Secretary or officer
performing his or her duties shall give two days' notice of all meetings of
Directors, provided that a meeting may be held without notice immediately after
the annual election, and notice need not be given of regular meetings held at
times fixed by resolution of the Board. Meetings may be held at any time without
notice if all of the Directors are present, or if those not present waive
notice, either before or after the meeting. Notice by mailing to the usual
business or residence address of the Director not less than the time above
specified before the meeting shall be sufficient. A majority of the Board shall
constitute a quorum. Less than such a quorum shall have power to adjourn any
meeting from time to time without notice.
Section 11. Any and all officers of this Corporation may be required at any
time to give bonds for the faithful discharge of their
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As Amended Effective August 24, 2004
duties in such sum, or sums, and with such sureties, as the Board of Directors
may determine.
Section 12. The term of office of all officers shall be until the next
election of Directors and until their respective successors are chosen and
qualify, but any officer may be removed from office at any time by the Board of
Directors, unless otherwise agreed by agreement in writing duly authorized by
the Board of Directors; and no agreement for the employment of any officer for a
longer period than one year shall be so authorized.
Section 13. The officers of this Corporation 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 upon them by the Board
of Directors or the Executive Committee.
In case any officer of the Corporation who shall have signed any bonds or
certificates of stock heretofore or hereafter issued by the Corporation, or
attested the seal thereon, or whose facsimile signature appears on any bond
coupon or stock certificates shall cease to be such officer of the Corporation
before the bonds or stock certificates so signed or sealed shall have been
authenticated, delivered or issued, such bonds or stock certificates
nevertheless may be authenticated, delivered or issued with the same force and
effect as though the person or persons who had signed same or attested the seal
thereon, or whose facsimile signature appears thereon, had not ceased to be such
officer of the Corporation.
The Corporation shall reimburse or indemnify each present and future
Director and officer of the Corporation (and his or her heirs, executors and
administrators) for or against all expenses reasonably incurred by such Director
or officer in connection with or arising out of
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any action, suit or proceeding in which such Director or officer may be involved
by reason of being or having been a Director or officer of the Corporation. Such
indemnification for reasonable expenses is to be to the fullest extent permitted
by the Minnesota Business Corporation Act, Minnesota Statutes Chapter 302A. By
affirmative vote of the Board of Directors or with written approval of the
Chairman and Chief Executive Officer, such indemnification may be extended to
include agents and employees who are not Directors or officers of the
Corporation, but who would otherwise be indemnified for acts and omissions under
Chapter 302A of the Minnesota Business Corporation Act, if such agent or
employee were an officer of the Corporation.
Reasonable expenses may include reimbursement of attorneys' fees and
disbursements, including those incurred by a person in connection with an
appearance as a witness.
Upon written request to the Corporation and approval by the Chairman and
Chief Executive Officer, an agent or employee for whom indemnification has been
extended, or an officer or Director may receive an advance for reasonable
expenses if such agent, employee, officer or Director is made or threatened to
be made a party to a proceeding involving a matter for which indemnification is
believed to be available under Minnesota Statutes Chapter 302A.
The foregoing rights shall not be exclusive of other rights to which any
Director or officer may otherwise be entitled and shall be available whether or
not the Director or officer continues to be a Director or officer at the time of
incurring such expenses and liabilities.
Section 14. A Director of this Corporation shall not be disqualified by his
or her office from dealing or contracting with this Corporation,
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either as vendor, purchaser or otherwise, nor shall any transaction or contract
of this Corporation be void or voidable by reason of the fact that any Director,
or any firm of which any Director is a member, or any corporation of which any
Director is a shareholder or director, is in any way interested in such
transaction or contract, provided that such transaction or contract is or shall
be authorized, ratified or approved either (1) by vote of a majority of a quorum
of the Board of Directors or of the Executive Committee, without counting in
such majority of quorum any Director so interested, or being a member of a firm
so interested, or shareholder or a director of a corporation so interested, or
(2) by vote at a shareholders' meeting of the holders of a majority of all the
outstanding shares of the stock of this Corporation entitled to vote, or by a
writing or writings signed by a majority of such holders, nor shall any Director
be liable to account to this Corporation for any profit realized by the Director
from or through any transaction or contract of this Corporation, authorized,
ratified or approved as aforesaid, by reason of the fact that the Director, or
any firm of which the Director is a member, or any corporation of which the
Director is a shareholder or director, was interested in such transaction or
contract; provided however, that this Corporation shall not lend any of its
assets to any of its officers or Directors, nor to any of its shareholders on
the security of its own shares. Nothing herein contained shall create any
liability in the events above described or prevent the authorization,
ratification or approval of such contracts or transactions in any other manner
provided by law.
Section 15. The Board of Directors is authorized to select such depository
or depositories as they shall deem proper for the funds of this Corporation. All
checks and drafts against such deposited funds shall be signed by persons to be
specified by the Chairman of the Board, by the
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President or a Vice-President of the Corporation with the concurrence of its
Treasurer.
Section 16. The Board of Directors shall have power to authorize the
payment of compensation to the Directors for services to this Corporation,
including fees for attendance at meetings of the Board of Directors, and to
determine the amount of such compensation and fees.
Section 17. The corporate seal of this Corporation shall be in such form as
the Board of Directors shall prescribe.
Section 18. The shareholders may alter or amend these Bylaws by a majority
vote of all the outstanding stock of this Corporation entitled to vote at any
meeting duly held as above provided, the notice of which includes notice of the
proposed alteration or amendment. The Board of Directors may also alter or amend
these Bylaws at any time by affirmative vote of a majority of the Board of
Directors given at a duly convened meeting of the Board of Directors, the notice
of which includes notice of the proposed alteration or amendment, subject to the
power of the shareholders to change or repeal such Bylaws; provided that the
Board of Directors shall not make or alter any Bylaws fixing their number,
qualifications, classifications, or term of office, or changing the number of
shares required to constitute a quorum for a shareholders' meeting.
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The undersigned, Secretary of ALLETE, Inc., does hereby certify that the
foregoing is a correct and complete copy of the Bylaws of ALLETE, Inc. effective
as of August 24, 2004.
/s/ Deborah A. Amberg
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Secretary
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