NORTHERN STATES POWER COMPANY
(a Wisconsin corporation)
BY-LAWS
(as amended February 2, 2000)
ARTICLE I.
Meetings of the Shareholders
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Section 1. Annual Meeting. The annual meeting of the shareholders of
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the Company shall be held at the office of the Company in Eau Claire, Wisconsin,
at 10 o'clock in the forenoon on the first Wednesday after the first Tuesday in
May in each year, if not a legal holiday, and if a legal holiday, then on the
next succeeding day not a legal holiday, for the purpose of electing Directors
and for the transaction of such other business as may be brought before the
meeting. If for any reason the annual meeting shall not be held at the time
herein provided for, the same may be held at any time thereafter upon notice as
hereinafter provided, or the business thereof may be transacted at any special
meeting called for that purpose.
Section 2. Special Meetings. Special meetings of the shareholders of
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the Company may be called by the Chairman of the Board, the President or Vice
President or by order of the Board of Directors whenever they deem it necessary.
The corporation shall call a special meeting of shareholders if the holders of
at least 10 percent of all of the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date and deliver
to the corporation one or more written demands for the meeting describing one or
more purposes for which it is to be held. The corporation shall give notice of
such a special meeting within thirty (30) days after the date that the demand is
delivered to the corporation. Such special meetings shall be held at the office
of the Company in the City of Eau Claire, Wisconsin, or at any other lawful
place within the State of Wisconsin, as may be stated in the notice of the
meeting.
Section 3. Notice of Meetings. Notice of the time and place of the
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annual and of each special meeting of shareholders shall be given by the
Secretary, at least ten days before such meeting, to each of the shareholders
entitled to vote at such meeting, by posting the same m a postage-prepaid
letter, addressed to each such
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shareholder at the address left with the Secretary of the Company, or at his
last known address, or by delivering the same personally. The notice of the
special meeting shall also set forth the objects of the meeting. Any or all of
the shareholders may waive notice of any annual or special meeting, and the
presence of any shareholder in person or by proxy at any meeting shall be deemed
a waiver of notice thereof by him. Meetings of the holders of stock may be held
at any time and place and for any purpose without notice when all of the
shareholders entitled to vote at such meeting are present in person or by proxy
or shall waive notice and consent to the holding of such meeting.
Section 4. Voting at Shareholders' Meetings. At all meetings of the
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shareholders, each shareholder entitled to vote at each meeting shall be
entitled to one vote for each share of stock standing registered in his name at
the time of the closing of the transfer books for such meeting, or if such
transfer books shall not have been closed, then for each share of stock standing
registered in his name at the time of such meeting, which vote may be given
personally or by proxy authorized in writing.
Section 5. Quorum and Voting Requirements. Shares may take action on a
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matter at a meeting only if a quorum of the shares exists. Except as otherwise
provided in the Articles of Incorporation or the Wisconsin Business Corporation
Law, a majority of the shares shall constitute a quorum. If a quorum exists,
except in the case of the election of directors, action on a matter shall be
approved if the votes cast favoring the action exceed the votes cast opposing
the action. Each director shall be elected by a plurality of the votes cast by
the shares at a meeting at which a quorum is present. In any case, in the
absence of a quorum, the shareholders attending or represented at the time and
place at which a meeting shall have been called may adjourn such meeting from
time to time and place to place until a quorum shall be present, and at any
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted by a quorum of the shareholders at
the meeting as originally convened.
Section 6. Presiding Officer and Secretary. The Chairman of the Board
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shall preside at all meetings of the shareholders, and in his absence or
disability or at his request the President shall preside, and in the absence or
disability of both said officers a Vice President shall preside. The Secretary
or Assistant Secretary of the Company shall act as Secretary at all meetings of
the shareholders, but in their absence the shareholders or presiding officer may
appoint any person to act as
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Secretary of the meeting.
ARTICLE II.
Board of Directors
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Section 1. Number, Qualification and Vacancies.
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Par. 1. The business and property of the Company shall be managed and
controlled by a Board composed of three (3) Directors, which may be increased to
such greater number, not exceeding seven (7), as may be determined by the Board
of Directors or by the shareholders in accordance with the provisions of this
Article. The number of directors shall be determined by the Board of Directors,
and if the Board fails to make such determination then the number may be
determined by the shareholders.
Par. 2. A Director shall hold office until the next annual meeting of the
shareholders and until his successor is elected and qualified.
Par. 3. During the intervals between annual meetings the number of Directors
may be increased, and may be decreased by the number of vacancies then existing,
by the Board of Directors, within the limitations of Section 1, Par. 1, of this
Article, and in case of any such increase the Board may fill the vacancies so
created.
Par. 4. Vacancies in the Board of Directors may be filled by the remaining
members of the Board though less than a quorum.
Section 2. Place of Meeting. Any meeting of the Board of Directors may
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be held at the principal office of the Company in Eau Claire, Wisconsin, or at
any office of the Company which is hereby established in the City of Chicago,
Illinois, or at any other place within or without the State of Wisconsin which
may be from time to time established by the By-Laws of the corporation or by
resolution of the Board, or which may be agreed to in writing by all the
Directors of the corporation.
Section 3. Regular and Special Meetings. A regular annual meeting of
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the Board of Directors shall be held at the office of the Company in the City of
Eau
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Claire, Wisconsin, immediately following the holding of the annual shareholders'
meeting in each year, for the election of officers and the transaction of such
other business as may come before the meeting. Other regular meetings of the
Board may be held at such times and places, either within or without the State
of Wisconsin as the Board of Directors may by resolution from time to time
determine. Special meetings of the Board shall be held whenever called by the
Chairman of the Board, President, Vice President, Secretary or any two Directors
in writing. No notice of the annual meeting or of regular meetings of the Board
need be given. Notice of each special meeting shall be delivered personally to
each Director, or mailed to him or sent by telegraph to his residence or usual
place of business at least two days before the meeting. Meetings of the Board
may be held at any time and place either within or without the State of
Wisconsin, and for any purpose, without notice, when all of the Directors are
present at or shall waive notice and consent to the holding of such meeting. All
or any of the Directors may waive notice of any meeting and the presence of a
Director at any meeting of the Board shall be deemed a waiver of notice thereof
by him.
Section 4. Quorum. A majority of the Directors in office at a meeting
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regularly called shall constitute a quorum. In the absence of a quorum the
Directors present at the time and place at which a meeting shall have been duly
called may adjourn the meeting from time to time and place to place until a
quorum shall be present.
Section 5. Compensation. The Board of Directors may by resolution
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establish a fixed fee and authorize payment of expenses for services as
Director, with an additional fee and expenses for attendance at each special
meeting. Nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefor.
Section 6. Members of the executive, special or standing committees may
be allowed like compensation as for special meetings of the Board of Directors
for attending committee meetings.
Section 7. Indemnification.
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Par. 1. Certain Definitions. All capitalized terms used in this Section 7
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and not otherwise hereinafter defined in this Par. 1 shall have the meaning set
forth in Section 180.0850 of the Statute. The following capitalized terms
(including any plural forms thereof) used in this Section 7 shall be defined as
follows:
(a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise
that directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the Company.
(b) "Authority" shall mean the entity selected by the Director or
Officer to determine his or her right to indemnification pursuant to Par. 4.
(c) "Board" shall mean the entire then elected and serving Board of
Directors of the Company, including all members thereof who are Parties to the
subject Proceeding or any related Proceeding.
(d) "Breach of Duty" shall mean the Director or Officer breached or
failed to perform his or her duties to the Company and his or her breach of or
failure to perform those duties is determined, in accordance with Par. 4, to
constitute misconduct under Section 180.0851(2) (a) 1, 2, 3, or 4 of the
Statute.
(e) "Company," as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean Northern States Power Company, including, without
limitation, any successor corporation or entity to Northern States Power Company
by way of merger, share exchange, or acquisition of all or substantially all of
the capital stock or assets of Northern States Power Company.
(f) "Director or Officer" shall have the meaning set forth in the
Statute; provided, that, for purposes of this Section 7, it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-making
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committee, employee, or agent of an Affiliate shall be so serving at the request
of the Company.
(g) "Disinterested Quorum" shall mean a quorum of the Board who are not
Parties to the subject Proceeding or any related Proceeding.
(h) "Party" shall have the meaning set forth in the Statute; provided,
that, for purposes of this Section 7, the term 'Party" shall also include any
Director or Officer who is or was a witness in a Proceeding at a time when he or
she has not otherwise been formally named a Party thereto.
(i) "Proceeding" shall have the meaning set forth in the Statute;
provided, that, for purposes of this Section 7, the term "Proceeding" shall also
include all Proceedings (i) brought under (in whole or in part) the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, their
respective state counterparts, and/or any rule or regulation promulgated under
any of the foregoing; (ii) brought before an Authority or otherwise to enforce
rights hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding in
which the Director or Officer is a plaintiff or petitioner because he or she is
a Director or Officer; provided, however, that any such Proceeding under
subsection (iv) is authorized by a majority vote of a Disinterested Quorum.
(j) "Statute" shall mean Sections 180.0850 through 180.0859, inclusive,
of the Wisconsin Business Corporation Law, in effect, including any amendments
thereto, but, in the case of any such amendment, only to the extent such
amendment permits or requires the Company to provide broader indemnification
rights than the Statute permitted or required the Company to provide prior to
such amendment.
Par. 2. Mandatory Indemnification. To the fullest extent permitted or
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required by the Statute, the Company shall indemnify a Director or Officer
against all Liabilities incurred by or on behalf of such Director or Officer in
connection with a Proceeding in which the Director or Officer is a Party because
he or she is a Director or Officer.
Par. 3. Procedural Requirements.
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(a) A Director or Officer who seeks indemnification under Par. 2 shall
make a written request therefor to the Company. Subject to Par. 3(b), within
sixty (60) days of the Company's receipt of such request, the Company shall pay
or reimburse the Director or Officer for the entire amount of Liabilities
incurred by the Director or Officer in connection with the subject Proceeding
(net of any Expenses previously advanced pursuant to Par. 5).
(b) No indemnification shall be required to be paid by the
Company pursuant to Par. 2 if, within such sixty (60) day period, (i) a
Disinterested Quorum, by a majority vote thereof, determines that the Director
or Officer requesting indemnification engaged in misconduct constituting a
Breach of duty or (ii) a Disinterested Quorum cannot be obtained.
(c) In either case of nonpayment pursuant to Par. 3(b), the Board shall
immediately authorize by resolution that an Authority, as provided in Par. 4,
determine whether the Director's or Officer's conduct constituted a Breach of
Duty and, therefore, whether indemnification should be denied hereunder.
(d) (i) If the Board does not authorize an Authority to determine the
Director's or Officer's right to indemnification hereunder within such sixty
(60) day period and/or (ii) if indemnification of the requested amount of
Liabilities is paid by the Company, then it shall be conclusively presumed for
all purposes that a Disinterested Quorum has affirmatively determined that the
Director or Officer did not engage in misconduct constituting a Breach of Duty
and, in the case of subsection (i) above (but not subsection (ii)),
indemnification by the Company of the requested amount of Liabilities shall be
paid to the Director or Officer immediately.
Par. 4. Determination of Indemnification.
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(a) If the Board authorizes an Authority to determine a Director's or
Officer's right to indemnification pursuant to Par. 3, then the Director or
Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority.
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(i) An independent legal counsel; provided, that such counsel shall be
mutually selected by such Director or Officer and by a majority vote of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a
majority vote of the Board;
(ii) A panel of three (3) arbitrators selected from the panels of
arbitrators of the American Arbitration Association in Eau Claire, Wisconsin;
provided, that (A) one arbitrator shall be selected by such Director or Officer,
the second arbitrator shall be selected by a majority vote of the Board, and the
third arbitrator shall be selected by the two (2) previously selected
arbitrators, and (B) in all other respects, such panel shall be governed by the
American Arbitration Association's then existing Commercial Arbitration Rules;
or
(iii) A court pursuant to and in accordance
with Section 180.0854 of the Statute.
(b) In any such determination by the selected Authority there shall
exist a rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required. The burden of rebutting such a presumption by
clear and convincing evidence shall be on the Company or such other party
asserting that such indemnification should not be allowed.
(c) The Authority shall make its determination within sixty (60) days
of being selected and shall submit a written opinion of its conclusion
simultaneously to both the Company and the Director or Officer.
(d) If the Authority determines that indemnification is required
hereunder, the Company shall pay the entire requested amount of Liabilities (net
of any Expenses previously advanced pursuant to Par. 5), including interest
thereon at a reasonable rate, as determined by the Authority, within ten (10)
days of receipt of the Authority's opinion; provided, that, if it is determined
by the Authority that a Director or Officer is entitled to indemnification as to
some claims, issues, or matters, but not as to other claims, issues, or matters,
involved in the subject Proceeding, the Company shall be required to pay (as
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set forth above) only the amount of such requested Liabilities as the Authority
shall deem appropriate in light of all of the circumstances of such Proceeding.
(e) The determination by the Authority that indemnification is required
hereunder shall be binding upon the company regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.
(f) All Expenses incurred in the determination process under this Par.
4 by either the Company or the Director or Officer, including, without
limitation, all Expenses of the selected Authority, shall be paid by the
Company.
Par. 5. Mandatory Allowance of Expenses.
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(a) The Company shall pay or reimburse, within ten (10) days after the
receipt of the Director's or Officer's written request therefor, the reasonable
Expenses of the Director or Officer as such Expenses are incurred; provided the
following conditions are satisfied:
(i) The Director or Officer furnishes to the Company an executed
written certificate affirming his or her good faith belief that he or she has
not engaged in misconduct which constitutes a Breach of Duty; and
(ii) The Director or Officer furnishes to the Company an unsecured
executed written agreement to repay any advances made under this Par. 5, if it
is ultimately determined by an Authority that he or she is not entitled to be
indemnified by the Company for such Expenses pursuant to Par. 4.
(b) If the Director or Officer must repay any previously advanced
Expenses pursuant to this Par. 5, such Director or Officer shall not be required
to pay interest on such amounts.
Par. 6. Indemnification and Allowance of Expenses of Employees and Agents.
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(a) The Company shall indemnify an employee of the Company who is not a
Director or Officer, to the extent that he or she has been successful on the
merits or otherwise in defense of a Proceeding, for all reasonable Expenses
incurred in the Proceeding if the employee was a Party because he or she was an
employee of the Company.
(b) The Company shall indemnify any person who was or is a Party or is
threatened. to be made a Party to any threatened, pending, or completed
Proceeding, other than an action by or in the right of the Company, by reason of
the fact that he or she is or was an employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against Liabilities and Expenses actually and reasonably incurred by
him or her in connection with the Proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the company, and, with respect to any criminal Proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The termination
of any Proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the Company,
and, with respect to any criminal Proceeding, had reasonable cause to believe
that his or her conduct was unlawful.
(c) The Company shall indemnify any person who was or is a Party or is
threatened to be made a Party to any threatened, pending, or completed
Proceeding, by or in the right of the Company to procure a judgment in its favor
by reason of the fact that he or she is or was an employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against Expenses actually and reasonably incurred by
him or her in connection with the defense or settlement of the Proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of the Company, except that no
indemnification shall be made in respect to any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the
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Company, unless and only to the extent that the court in which such Proceeding
was brought shall determine upon application, that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such Expenses which such court
shall deem proper.
(d) Any action taken or omitted to be taken by an employee or agent of
the Company in good faith and in compliance with or pursuant to any order,
determination, approval, or permission made or given by a commission, Board,
official, or other agency of the United States or of any state or other
governmental authority with respect to the property or affairs of the Company
over which such commission, board, official, or agency has jurisdiction or
authority or purports to have jurisdiction or authority shall be deemed prima
facie to be in compliance with the applicable standard of conduct set forth in
Par. 6(b) or 6(c), whether or not it may thereafter be determined that such
order, determination, approval, or permission was unauthorized, erroneous,
unlawful, or otherwise improper.
(e) In addition to the indemnification required by Par. 6(a) through
6(d), the Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify against Liabilities
incurred by, and/or provide for the allowance of reasonable Expenses of, an
employee or authorized agent of the Company acting within the scope of his or
her duties as such and who is not otherwise a Director or Officer.
Par. 7. Insurance. The Company may purchase and maintain insurance on
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behalf of a Director or Officer or any individual who is or was an employee or
authorized agent of the Company against any Liability asserted against or
incurred by such individual in his or her capacity as such or arising from his
or her status as such, regardless of whether the Company is required or
permitted to indemnify against any such Liability under this Section 7.
Par. 8. Notice to the Company. A Director or Officer shall promptly
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notify the Company in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Company of any liability to the Director or Officer hereunder unless the
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company shall have been irreparably prejudiced by such failure (as determined by
an Authority selected pursuant to Par. 4(a)).
Par. 9. Severability. If any provision of this Section shall be
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deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Section 7 contravene public
policy, this Section 7 shall be construed so that the remaining provisions shall
not be affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene public policy
shall be deemed, without further action or deed by or on behalf of the Company,
to be modified, amended, and/or limited, but only to the extent necessary to
render the same valid and enforceable.
Par. 10. Nonexclusivity of Section 7. The rights of a Director or
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Officer (or any other person) granted under this Section 7 shall not be deemed
exclusive of any other rights to indemnification against Liabilities or
allowance of Expenses which the Director or Officer (or such other person) may
be entitled to under any written agreement, Board resolution, vote of
shareholders of the Company or otherwise, including, without limitation, under
the Statute. Nothing contained in his Section 7 shall be deemed to limit the
Company's obligations to indemnify against Liabilities or allow Expenses to a
Director of Officer under the Statute.
Par. 11. Contractual Nature of Section 7; Repeal or Limitation of Rights.
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This Section 7 shall be deemed to be a contract between the Company and each
Director and Officer and any repeal or other limitation of this Section 7 or any
repeal or limitation of the Statute or any other applicable law shall not limit
any rights of indemnification against Liabilities or allowance of Expenses then
existing or arising out of events, acts or omissions occurring prior to such
repeal or limitation, including, without limitation, the right to
indemnification against Liabilities or allowance of Expenses for Proceedings
commenced after such repeal or limitation to enforce this Section 7 with regard
to acts, omissions or events arising prior to such repeal or limitation.
Par. 12. Continuation of Indemnification. The indemnification provided
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by this Section 7 shall continue as to a person who has ceased to be a Director,
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Officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Section 8. Telephonic Meetings. Only as herein provided, members of
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the Board of Directors (and any committees thereof) may participate in regular
or special meetings by, or through the use of, any means of communication by
which all participants may simultaneously hear each other, such as by conference
telephone. If a meeting is conducted by such means, then at the commencement of
such meeting the Chairman of the Board (or chairman of the committee) shall
inform the participating Directors that a meeting is taking place at which
official business may be transacted. Any participant in a meeting by such means
shall be deemed present in person at such meeting.
ARTICLE III.
Committees
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Section 1. Creation and Powers. The Board of Directors by
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resolution adopted by the affirmative vote of a majority of all of the directors
then in office may create one or more committees, appoint members of the Board
of Directors to serve on the committees and designate other members of the Board
of Directors to serve as alternates. Each committee shall have two or more
members who shall, unless otherwise provided by the Board of Directors, serve at
the pleasure of the Board of Directors. A committee may be authorized to
exercise the authority of the Board of Directors, except that a committee may
not do any of the following: (a) authorize distributions; (b) approve or propose
to shareholders action that the Wisconsin Business Corporation Law requires to
be approved by shareholders; (c) fill vacancies on the Board of Directors or,
unless the Board of Directors provides by resolution that vacancies on a
committee shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) approve a plan of merger not requiring
shareholder approval; (g) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors; and (h)
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations of a
class or series of shares, except that the Board of Directors may authorize a
committee to do so within limits prescribed by the Board of Directors. Unless
otherwise provided by the Board
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of Directors in creating the committee, a committee may employ counsel,
accountants and other consultants to assist it in the exercise of its authority.
Section 2. Meetings and Quorum. A committee meeting shall be held
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at such time and place as the committee shall fix or whenever called by order of
the Chairman of the Board, the President, or a majority of the committee. A
majority of the members of a committee shall constitute a quorum. A committee
shall cause to be kept a full and accurate record of all of its acts and
proceedings.
ARTICLE IV.
Officers
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Section 1. Designation, Term and Vacancies. The general officers of
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the corporation shall be a Chairman of the Board, a President, and one or more
Vice Presidents any of whom may have such additional designation as the Board of
Directors may provide, a Secretary and one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers, a Controller and such
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subordinate officers as may from time to time be elected by the Board of
Directors. The filling of the office of Chairman of the Board shall be
discretionary with the Board of Directors. If such office be vacant, the
functions thereof shall be performed by the office of the President. Any two or
more of the offices may be held by the same person, except the offices of
President and Secretary, and the offices of President and Vice President.
Vacancies occurring among the officers of the corporation shall be filled by the
Board of Directors. All officers elected by the Board shall hold office until
the next annual meeting of the Directors and until their successors are elected
and qualified, provided, however, that any officer may be removed at any time by
the affirmative vote of a majority of the whole Board. All other officers,
agents and employees shall hold office during the pleasure of the Board.
Section 2. Chief Executive Officer. The Board of Directors shall
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designate the Chief Executive Officer of the Company.
Section 3. Duties of Chairman of the Board. The Chairman of the Board
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shall preside at all meetings of the Board of Directors; he shall be ex officio
a member
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of all standing committees, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
Section 4. President. The President shall have general supervision and
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direction of the affairs of the company and shall have all the powers and duties
appurtenant to the office of President of a corporation. He shall preside at
meetings of the Board of Directors in the absence or disability of the Chairman
of the Board. He shall be ex officio a member of all standing committees. He
shall have power to appoint and discharge, subject to the approval of the
Directors, employees or agents of the Company and fix their compensation; make
and sign agreements in the name and behalf of the Company; he shall report to
the Board all matters within his knowledge which the interest of the Company may
require to be brought to their notice; he shall make such other reports to the
shareholders and the Board as may be required of him; and shall perform all such
other duties as are properly required of him by the Board.
Section 5. Vice President. Each Vice President shall be vested with
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all the powers and shall perform all the duties of the President in the absence
or disability of the latter, unless or until the Directors shall otherwise
determine. He shall have such other powers and perform such other duties as
shall be prescribed by the Directors.
Section 6. Secretary. The Secretary shall give, or cause to be given,
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notice of all meetings of shareholders and Directors and all other notices
required by law or the By-Laws of the Company and in case of his absence or
refusal or neglect so to do, any such notices may be given by any person
thereunto directed by the President or by the Directors and shareholders, upon
whose requisition the meeting is called as provided in the By-Laws.
He shall record all proceedings of the meetings of the shareholders and the
Directors and any committees of the corporation in the book or books to be kept
for that purpose, and shall perform such other duties as may be assigned to him
by the Directors or by the President.
Section 7. Assistant Secretary. Each Assistant Secretary shall be
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vested with all the powers and shall perform all the duties of the Secretary in
the absence or disability of the latter and he shall perform such duties as may
be prescribed by the Board of Directors.
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Section 8 Treasurer. The Treasurer shall have the custody of all
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funds, securities, evidences of indebtedness, and other valuable documents of
the Company, and shall deposit all money and other valuable effects in the name
and to the credit of the Company, and in such depositories as may be designated
by the Board of Directors.
He shall give, or cause to be given, receipts and acquittances for moneys
paid in on account of the Company. He shall disburse the funds of the Company as
may be ordered by the Board or the President, taking proper vouchers for such
disbursements.
He shall enter, or cause to be entered, in the books of the Company to be
kept for that purpose, full and accurate accounts of all moneys received and
paid out on account of the Company, and whenever required by the President or
Directors, he shall render a statement of his cash accounts.
He shall keep or cause to be kept, such other books as will show a true
record of the expenses, losses, assets, gains and liabilities of the Company.
He shall perform all such other duties as the Board of Directors may from
time to time prescribe or require.
Section 9. Assistant Treasurer. Each Assistant Treasurer shall be
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vested with all the powers and shall perform all the duties of the Treasurer in
the absence or disability of the latter, and shall perform such other duties as
may be prescribed by the Board of Directors.
Section 10 Controller. The Controller shall establish and enforce
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accounting policies and procedures, and establish and implement internal
accounting control practices and systems to preserve the integrity and accuracy
of the Company's books of accounts. The Controller shall also be responsible for
preparing the corporate operating and capital budgets and providing timely
reports of budget deviations and financial performance. The Controller shall
perform such other duties as the Board of Directors may from time to time
prescribe or require.
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Section 11. Execution of Cheques, etc. Cheques, drafts, acceptances,
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bills of exchange and promissory notes of the Company shall be signed in such
manner as may from time to time be directed by resolution of the Board.
Section 12. Bonds of Officers and Employees. Any executive officer of
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the Company may be required by resolution of the Board to give a bond for the
faithful discharge of his duties in such amount and wish such sureties and
containing such conditions as the Board of Directors may approve. Any other
employee of the Company may be required by resolution of the Board or by
direction of the President to give a bond in such sum and with such sureties and
containing such conditions as the Board of Directors may approve. Any bond so
required of any officer or employee of the Company may be the undertaking of a
surety company and the premium therefor may be paid by the Company.
ARTICLE V.
Shares of Stock.
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Section 1. Certificates of Stock. All certificates for shares of the
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capital stock of the Company shall be in such form not inconsistent with the
Articles of Incorporation of the Company as shall be approved by the Board of
Directors, and shall be signed by the President or Vice President and by the
Secretary or Assistant Secretary, and shall not be valid unless so signed. All
certificates shall be consecutively numbered, and the name of the person owning
the shares represented thereby, with the number of such shares and the date of
issuance, shall be entered on the Company's books. All certificates surrendered
shall be canceled, and no new certificate issued until the former certificate
for the same number of shares shall have been surrendered and canceled, except
in cases provided for in Section 4 of this Article.
Section 2. Transfer of Shares. Shares of stock of the corporation
------------------
shall be transferable in person or by attorney by the endorsement and delivery
of the stock certificate and the registry of such transfer on the books of the
corporation. The transfer books of the corporation may be closed for such period
as the Board of Directors shall direct previous to and on the day of the annual
or any special meeting of the shareholders, and may also be closed by the Board
for such time as may be
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deemed advisable for dividend purposes, and during such time no stock shall be
transferable.
Section 3. Addresses of Shareholders. Every shareholder shall furnish
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the Secretary with an address to which notices of meetings and all other notices
may be served upon or mailed to him, and in default thereof notices may be
addressed to him at his last known address.
Section 4. Lost and Destroyed Certificates. The Board of Directors may
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direct that a new certificate or certificates may be issued in place of any
certificate or certificates theretofore issued by the Company, alleged to have
been lost or destroyed, and the Board of Directors, when authorizing the
issuance of such new certificate or certificates, may in their discretion and as
a condition precedent thereto, require the owner of such lost or destroyed
certificate or certificates, or his legal representatives, to give to the
Company a bond in such sum as they may direct as indemnity against any claim
that may be made against the Company.
Section 5. Regulations. The Board of Directors shall have power and
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authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Company.
ARTICLE VI.
Dividends.
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The Board of Directors may declare dividends from the surplus or net
profits of the corporation as they may m their discretion from time to time
determine. Such dividends may be declared by the Board at any meeting, either
regular or special, at which a quorum is present. Any dividends declared upon
the stock shall be payable upon such dates as may be from time to time fixed by
the Board.
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ARTICLE VII.
Seal.
-----
The Common corporate seal is, and until otherwise ordered and directed by
the Board of Directors shall be, an impression upon paper of wax bearing the
words: "NORTHERN STATES POWER COMPANY, CORPORATE SEAL, WISCONSIN." One or more
duplicate dies for impressing such seal may be kept and used.
ARTICLE VIII.
Amendment of By-Laws.
--------------------
These By-Laws may be altered, amended or repealed by the affirmative vote
of a majority of the stock issued and outstanding and entitled to vote thereat
at any regular or special meeting of the shareholders of the Company if notice
of the proposed alteration or amendment or repeal be contained in the notice of
such meeting, or by the affirmative vote of a majority of the Board of Directors
of the Company at any regular or special meeting of the Board.