EXHIBIT 3.2
CODE OF BY-LAWS
OF
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, INC.
AS AMENDED AND RESTATED
IN FULL ON JANUARY 16, 2003
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office (the "Principal
Office") of Southern Indiana Gas and Electric Company (the "Corporation") shall
be at the registered office of the Corporation, or such other place as shall be
determined by resolution of the Board of Directors of the Corporation (the
"Board").
SECTION 2. OTHER OFFICES. The Corporation may have such other offices
at such other places within or without the State of Indiana as the Board may
from time to time designate, or as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETING. Every meeting of the shareholders of the
Corporation (the "Shareholders") shall be held at the Principal Office, unless a
different place is specified in the notice or waiver of notice of such meeting
or by resolution of the Board or the Shareholders, in which event such meeting
may be held at the place so specified, either within or without the State of
Indiana.
SECTION 2. ANNUAL MEETING. The annual meeting of the Shareholders (the
"Annual Meeting") shall be held each year at a date and time determined by the
Board, for the purpose of electing directors of the Corporation ("Directors")
and for the transaction of such other business as may legally come before the
Annual Meeting. If for any reason the Annual Meeting shall not be held at the
date and time specified or fixed as herein provided, the business to be
transacted at such Annual Meeting may be transacted at any special meeting of
the Shareholders (a "Special Meeting") called for that purpose.
SECTION 3. NOTICE OF ANNUAL MEETING. Written or printed notice of the
Annual Meeting, stating the date, time and place thereof, shall be delivered or
mailed by the Secretary or an Assistant Secretary to each Shareholder of record
entitled to notice of such Meeting, at such address as appears on the records of
the Corporation, at least ten and not more than sixty days before the date of
such Meeting.
SECTION 4. SPECIAL MEETINGS. Special Meetings, for any purpose or
purposes (unless otherwise prescribed by law), may be called by the Board or the
President, and shall be called by the President or any Vice President at (a) the
request in writing of a majority of the Board, or (b) at the written demand,
delivered to the Secretary, of Shareholders holding of record not less than
one-fourth of the voting power of all the shares of the Corporation ("Shares")
issued and outstanding and entitled by the Amended and Restated Articles of
Incorporation of the Corporation, as the same may, from time to time, be amended
(the "Articles"), to vote on the business proposed to be transacted thereat. All
requests or demands for Special Meetings shall state the purpose or purposes
thereof, and the business transacted at such Meeting shall be confined to the
purposes stated in the call and matters germane thereto.
SECTION 5. NOTICE OF SPECIAL MEETINGS. Written or printed notice of all
Special Meetings, stating the date, time, place and purpose or purposes thereof,
shall be delivered or mailed by the Secretary or the President or the Vice
President calling the Meeting to each Shareholder of record entitled to notice
of such Meeting, at such address as appears on the records of the Corporation,
at least ten and not more than sixty days before the date of such Meeting.
Notice of any Special Meeting called at the written demand of Shareholders shall
be delivered or mailed within sixty days of the Secretary's receipt of such
demand.
SECTION 6. WAIVER OF NOTICE OF MEETINGS. Notice of any Annual or
Special Meeting (a "Meeting") may be waived in writing by any Shareholder,
before or after the date and time of the Meeting specified in the notice
thereof, by a written waiver delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. A Shareholder's attendance at any
Meeting in person or by proxy shall constitute a waiver of (a) notice of such
Meeting, unless the Shareholder at the beginning of the Meeting objects to the
holding of or the transaction of business at the Meeting, and (b) consideration
at such Meeting of any business that is not within the purpose or purposes
described in the Meeting notice, unless the Shareholder objects to considering
the matter when it is presented.
SECTION 7. QUORUM. At any Meeting, the holders of a majority of the
voting power of Shares issued and outstanding and entitled to vote at such
Meeting, represented in person or by proxy, shall constitute a quorum for the
election of Directors or for the transaction of other business, unless otherwise
provided by law, the Articles or this Code of By-Laws, as the same may, from
time to time, be amended (these "By-Laws"). If, however, a quorum shall not be
present or represented at any Meeting, the Shareholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the Meeting from time to time, without notice other than announcement at the
Meeting of the date, time and place of the adjourned Meeting, unless the date of
the adjourned Meeting requires that the Board fix a new record date (the "Record
Date") therefor, in which case notice of the adjourned Meeting shall be given.
At such adjourned Meeting, if a quorum shall be present or represented, any
business may be transacted that might have been transacted at the Meeting as
originally scheduled.
SECTION 8. VOTING. At each Meeting, every Shareholder entitled to vote
shall have one vote for each Share standing in his name on the books of the
Corporation as of the Record Date fixed by the Board for such Meeting, except as
otherwise provided by law or the Articles, and except that no Share shall be
voted at any Meeting upon which any installment is due and unpaid. Voting for
Directors and, upon the demand of any Shareholder, voting upon any question
properly before a Meeting, shall be by ballot. A plurality vote shall be
necessary to elect any Director, and on all other matters, the action or a
question shall be approved if the number of votes cast thereon in favor of the
action or question exceeds the number of votes cast opposing the action or
question, except as otherwise provided by law or the Articles.
SECTION 9. SHAREHOLDER LIST. The Secretary shall prepare before each
Meeting a complete list of the Shareholders entitled to notice of such Meeting,
arranged in alphabetical order by class of Shares (and each series within a
class), and showing the address of, and the number of Shares entitled to vote
held by, each Shareholder (the "Shareholder List"). Beginning five business days
before the Meeting and continuing throughout the Meeting, the Shareholder List
shall be on file at the Principal Office or at a place identified in the Meeting
Notice in the city where the Meeting will be held, and shall be available for
inspection by any Shareholder entitled to vote at the Meeting. On written
demand, made in good faith and for a proper purpose and describing with
reasonable particularity the Shareholder's purpose, and if the Shareholder List
is directly connected with the Shareholder's purpose, a Shareholder (or such
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and to copy the Shareholder List, during regular business hours and at
the Shareholder's expense, during the period the Shareholder List is available
for inspection. The original stock register or transfer book (the "Stock Book"),
or a duplicate thereof kept in the State of Indiana, shall be the only evidence
as to who are the Shareholders entitled to examine the Shareholder List, or to
notice of or to vote at any Meeting.
SECTION 10. PROXIES. A Shareholder may vote either in person or by
proxy executed in writing by the Shareholder or a duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from the date of
its execution, unless a longer time is expressly provided therein.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. NUMBER. The business and affairs of the Corporation shall be
managed by a Board of not less than four (4) nor more than eight (8) Directors.
Directors shall be elected at each Annual Meeting of the Shareholders by the
holders of the Common Stock entitled by the Articles to elect Directors.
SECTION 2. VACANCIES AND REMOVAL. Any vacancy occurring in the Board
shall be filled as provided in the Articles. Shareholders shall be notified of
any increase in the number of Directors and the name, principal occupation and
other pertinent information about any Director elected by the Board to fill any
vacancy. Any Director, or the entire Board, may be removed from office only as
provided in the Articles.
SECTION 3. POWERS AND DUTIES. In addition to the powers and duties
expressly conferred upon it by law, the Articles or these By-Laws, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not inconsistent with the law, the Articles or these By-Laws.
SECTION 4. ANNUAL BOARD MEETING. Unless otherwise determined by the
Board, the Board shall meet each year on the same day as the Annual Meeting, at
the place where such Meeting has been held, for the purpose of organization,
election of Officers of the Corporation (the "Officers") and consideration of
any other business that may properly be brought before such annual meeting of
the Board (the "Annual Board Meeting"). The time of the meeting shall be
specified in the notice for the holding of the Annual Board Meeting. If the
Annual Board Meeting is not held as above provided, the election of Officers may
be held at any subsequent duly constituted meeting of the Board (a "Board
Meeting").
SECTION 5. REGULAR BOARD MEETINGS. Regular meetings of the Board
("Regular Board Meetings") may be held at stated times or from time to time, and
at such place, either within or without the State of Indiana, as the Board may
determine, without call and without notice.
SECTION 6. SPECIAL BOARD MEETINGS. Special meetings of the Board
("Special Board Meetings") may be called at any time or from time to time, and
shall be called on the written request of at least one Director or the
President, by causing the Secretary or any Assistant Secretary to give to each
Director, either personally or by mail, telephone, telegraph, teletype or other
form of wire or wireless communication at least two days' notice of the date,
time and place of such Meeting. Special Board Meetings shall be held at the
Principal Office or at such other place, within or without the State of Indiana,
as shall be specified in the respective notices or waivers of notice thereof.
SECTION 7. WAIVER OF NOTICE AND ASSENT. A Director may waive notice of
any Board Meeting before or after the date and time of the Board Meeting stated
in the notice by a written waiver signed by the Director and filed with the
minutes or corporate records. A Director's attendance at or participation in a
Board Meeting shall constitute a waiver of notice of such Meeting and assent to
any corporate action taken at such Meeting, unless (a) the Director at the
beginning of such Meeting (or promptly upon his arrival) objects to holding of
or transacting business at the Meeting and does not thereafter vote for or
assent to action taken at the Meeting; (b) the Director's dissent or abstention
from the action taken is entered in the minutes of such Meeting; or (c) the
Director delivers written notice of his dissent or abstention to the presiding
Director at such Meeting before its adjournment, or to the Secretary immediately
after its adjournment. The right of dissent or abstention is not available to a
Director who votes in favor of the action taken.
SECTION 8. QUORUM. At all Board Meetings, a majority of the number of
Directors designated for the full Board (the "Full Board") shall be necessary to
constitute a quorum for the transaction of any business, except (a) that for the
purpose of filling of vacancies a majority of Directors then in office shall
constitute a quorum, and (b) that a lesser number may adjourn the Meeting from
time to time until a quorum is present. The act of a majority of the Board
present at a Meeting at which a quorum is present shall be the act of the Board,
unless the act of a greater number is required by law, the Articles or these
By-Laws.
SECTION 9. COMMITTEES OF THE BOARD. The Board may, by resolution
adopted by a majority of the Full Board, designate regular or special committees
of the Board ("Committees"), in each case comprised of two or more Directors and
to have such powers and exercise such duties as shall be provided by resolution
of the Board.
SECTION 10. RESIGNATIONS. Any Director may resign at any time by giving
written notice to the Board, the President or the Secretary. Any such
resignation shall take effect when delivered unless the notice specifies a later
effective date. Unless otherwise specified in the notice, the acceptance of such
resignation shall not be necessary to make it effective.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The Officers shall be the President, one or more
Vice Presidents, the Secretary and the Treasurer, and may include one or more
Assistant Secretaries, one or more Assistant Treasurers, a Controller and one or
more Assistant Controllers. Any two or more offices may be held by the same
person and not all offices must be filled. The Board may from time to time elect
or appoint such other Officers as it shall deem necessary, who shall exercise
such powers and perform such duties as may be prescribed from time to time by
these By-Laws or, in the absence of a provision in these By-Laws in respect
thereto, as may be prescribed from time to time by the Board.
SECTION 2. ELECTION OF OFFICERS. The Officers shall be elected by the
Board at the Annual Board Meeting and shall hold office for one year or until
their respective successors shall have been duly qualified and elected;
provided, however, that the Board may at any time elect one or more persons to
new or different offices and/or change the title, designation and duties and
responsibilities of any of the Officers consistent with the law, the Articles
and these By-Laws.
SECTION 3. VACANCIES; REMOVAL. Any vacancy among the Officers may be
filled for the unexpired term by the Board. Any Officer may be removed at any
time by the affirmative vote of a majority of the Full Board.
SECTION 4. DELEGATION OF DUTIES. In the case of the absence,
disability, death, resignation or removal from office of any Officer, or for any
other reason that the Board shall deem sufficient, the Board may delegate, for
the time being, any or all of the powers or duties of such Officer to any other
Officer or to any Director.
SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be,
subject to the control of the Board, in general charge of the affairs of the
Corporation and perform such other duties as the Code of By-Laws or the Board
may prescribe. He shall also preside at all meetings of shareholders and
directors, discharge all the duties which devolve upon a presiding officer, and
shall perform such other duties as the Code of By-Laws or Board may prescribe.
The Chairman of the Board may designate, in writing, those employees and
officers of the Corporation who are authorized to sign checks and perform wire
transfers on behalf of the Corporation.
SECTION 6. PRESIDENT. The President, subject to the supervision of the
Board, shall have general charge of, and supervision and authority over, the
operations of the Corporation, and shall have such other powers and perform such
other duties as are incident to this office and as may be assigned to him by the
Board. The President shall preside at all Shareholders' Meetings unless
otherwise determined by the Board.
SECTION 7. VICE PRESIDENTS. Each of the Vice Presidents shall have such
powers and perform such duties as may be prescribed for him by the Board or
delegated to him by the President. In the case of the absence, disability,
death, resignation or removal from office of the President, the powers and
duties of the President shall, for the time being, devolve upon and be exercised
by the Executive Vice President, if there be one, and if not, then by such one
of the Vice Presidents as the Board or the President may designate, or, if there
be but one Vice President, then upon such Vice President; and he shall
thereupon, during such period, exercise and perform all of the powers and duties
of the President, except as may be otherwise provided by the Board.
SECTION 8. SECRETARY. The Secretary shall have the custody and care of
the records, minutes and the Stock Book of the Corporation; shall attend all
Shareholders' Meetings and Board Meetings, and duly record and keep the minutes
of their proceedings in a book or books to be kept for that purpose; shall give
or cause to be given notice of all Shareholders' Meetings and Board Meetings
when such notice shall be required; shall file and take charge of all papers and
documents belonging to the Corporation; and shall have such other powers and
perform such other duties as are incident to the office of secretary of a
business corporation, subject at all times to the direction and control of the
Board and the President.
SECTION 9. ASSISTANT SECRETARIES. Each of the Assistant Secretaries
shall assist the Secretary in his duties and shall have such other powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the President. In case of the absence, disability, death, resignation
or removal from office of the Secretary, his powers and duties shall, for the
time being, devolve upon such one of the Assistant Secretaries as the Board the
President or the Secretary may designate, or, if there be but one Assistant
Secretary, then upon such Assistant Secretary; and he shall thereupon, during
such period, exercise and perform all of the powers and duties of the Secretary,
except as may be otherwise provided by the Board.
SECTION 10. TREASURER. The Treasurer shall have control over all
records of the Corporation pertaining to moneys and securities belonging to the
Corporation; shall have charge of, and be responsible for, the collection,
receipt, custody and disbursements of funds of the Corporation; shall have the
custody of all securities belonging to the Corporation; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation; and shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper receipts or making proper vouchers for such
disbursements and preserving the same at all times during his term of office.
When necessary or proper, he shall endorse on behalf of the Corporation all
checks, notes or other obligations payable to the Corporation or coming into his
possession for or on behalf of the Corporation, and shall deposit the funds
arising therefrom, together with all other funds and valuable effects of the
Corporation coming into his possession, in the name and the credit of the
Corporation in such depositories as the Board from time to time shall direct, or
in the absence of such action by the Board, as may be determined by the
President or any Vice President. If the Board has not elected a Controller or an
Assistant Controller, or in the absence or disability of the Controller and each
Assistant Controller or if, for any reason, a vacancy shall occur in such
offices, then during such period the Treasurer shall have, exercise and perform
all of the powers and duties of the Controller. The Treasurer shall have the
authority to open bank accounts in the name of the Corporation. The Treasurer
shall also have such other powers and perform such other duties as are incident
to the office of treasurer of a business corporation, subject at all times to
the direction and control of the Board and the President.
If required by the Board, the Treasurer shall give the Corporation a
bond, in such an amount and with such surety or sureties as may be ordered by
the Board, for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
SECTION 11. ASSISTANT TREASURERS. Each of the Assistant Treasurers
shall assist the Treasurer in his duties, and shall have such other powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the President. In case of the absence, disability, death, resignation
or removal from office of the Treasurer, his powers and duties shall, for the
time being, devolve upon such one of the Assistant Treasurers as the Board, the
President or the Treasurer may designate, or, if there be but one Assistant
Treasurer, then upon such Assistant Treasurer; and he shall thereupon, during
such period, exercise and perform all the powers and duties of the Treasurer
except as may be otherwise provided by the Board. If required by the Board, each
Assistant Treasurer shall likewise give the Corporation a bond, in such amount
and with such surety or sureties as may be ordered by the Board, for the same
purposes as the bond that may be required to be given by the Treasurer.
SECTION 12. CONTROLLER. The Controller shall have direct control over
all accounting records of the Corporation pertaining to moneys, properties,
materials and supplies, including the bookkeeping and accounting departments;
shall have direct supervision over the accounting records in all other
departments pertaining to moneys, properties, materials and supplies; shall
render to the President and the Board, at Regular Board Meetings or whenever the
same shall be required, an account of all his transactions as Controller and of
the financial condition of the Corporation; and shall have such other powers and
perform such other duties as are incident to the office of controller of a
business corporation, subject at all times to the direction and control of the
Board and the President.
SECTION 13. ASSISTANT CONTROLLERS. Each of the Assistant Controllers
shall assist the Controller in his duties, and shall have such other powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the President. In case of the absence, disability, death, resignation
or removal from office of the Controller, his powers and duties shall, for the
time being, devolve upon such one of the Assistant Controllers as the Board, the
President or the Controller may designate, or, if there be but one Assistant
Controller, then upon such Assistant Controller; and he shall thereupon, during
such period, exercise and perform all the powers and duties of the Controller,
except as may be otherwise provided by the Board.
ARTICLE V
CERTIFICATES FOR SHARES
SECTION 1. CERTIFICATES. Certificates for Shares ("Certificates") shall
be in such form, consistent with law and the Articles, as shall be approved by
the Board. Certificates for each class, or series within a class, of Shares,
shall be numbered consecutively as issued. Each Certificate shall state the name
of the Corporation and that it is organized under the laws of the State of
Indiana; the name of the registered holder; the number and class and the
designation of the series, if any, of the Shares represented thereby; and a
summary of the designations, relative rights, preferences and limitations
applicable to such class and, if applicable, the variations in rights,
preferences and limitations determined for each series and the authority of the
Board to determine such variations for future series; provided, however, that
such summary may be omitted if the Certificate states conspicuously on its front
or back that the Corporation will furnish the Shareholder such information upon
written request and without charge. Each Certificate shall be signed (either
manually or in facsimile) by (i) the President or a Vice President and (ii) the
Secretary or an Assistant Secretary, or by any two or more Officers that may be
designated by the Board.
SECTION 2. RECORD OF CERTIFICATES. Shares shall be entered in the Stock
Book as they are issued, and shall be transferable on the Stock Book by the
holder thereof in person, or by his attorney duly authorized thereto in writing,
upon the surrender of the outstanding Certificate therefor properly endorsed.
SECTION 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a
Certificate to be lost or destroyed shall make affidavit or affirmation of that
fact and, if the Board or the President shall so require, shall give the
Corporation and/or the 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 or the President and/or the transfer agents and registrars, in such amount
as the Board or the President may direct and/or the transfer agents and
registrars may require, 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.
SECTION 4. SHAREHOLDER ADDRESSES. Every Shareholder shall furnish the
Secretary with an address to which notices of Meetings and all other notices may
be served upon him or mailed to him, and in default thereof notices may be
addressed to him at his last known address or at the Principal Office.
ARTICLE VI
CORPORATE BOOKS AND RECORDS
SECTION 1. PLACES OF KEEPING. Except as otherwise provided by law, the
Articles or these By-Laws, the books and records of the Corporation (including
the "Corporate Records," as defined in the Articles) may be kept at such place
or places, within or without the State of Indiana, as the Board may from time to
time by resolution determine or, in the absence of such determination by the
Board, as shall be determined by the President.
SECTION 2. STOCK BOOK. The Corporation shall keep at the Principal
Office the original Stock Book or a duplicate thereof, or, in case the
Corporation employs a stock registrar or transfer agent within or without the
State of Indiana, another record of the Shareholders in a form that permits
preparation of a list of the names and addresses of all the Shareholders, in
alphabetical order by class of Shares, stating the number and class of Shares
held by each Shareholder (the "Record of Shareholders").
SECTION 3. INSPECTION OF CORPORATE RECORDS. Any Shareholder (or the
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and copy at his expense, after giving the Corporation at least five
business days written notice of his demand to do so, the following Corporate
Records: (1) the Articles; (2) these By-Laws; (3) minutes of all Shareholders'
Meetings and records of all actions taken by the Shareholders without a meeting
(collectively, "Shareholders Minutes") for the prior three years; (4) all
written communications by the Corporation to the Shareholders including the
financial statements furnished by the Corporation to the Shareholders for the
prior three years; (5) a list of the names and business addresses of the current
Directors and the current Officers; and (6) the most recent Biennial Report of
the Corporation as filed with the Secretary of State of Indiana. Any Shareholder
(or the Shareholder's agent or attorney authorized in writing) shall also be
entitled to inspect and copy at his expense, after giving the Corporation at
least five business days written notice of his demand to do so, the following
Corporate Records, if his demand is made in good faith and for a proper purpose
and describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose: (1)
to the extent not subject to inspection under the previous sentence,
Shareholders Minutes, excerpts from minutes of Board Meetings and of Committee
meetings, and records of any actions taken by the Board or any Committee without
a meeting; (2) appropriate accounting records of the Corporation; and (3) the
Record of Shareholders.
SECTION 4. RECORD DATE. The Board may, in its discretion, fix in
advance a Record Date not more than seventy days before the date (a) of any
Shareholders' Meeting, (b) for the payment of any dividend or the making of any
other distribution, (c) for the allotment of rights, or (d) when any change or
conversion or exchange of Shares shall go into effect.
ARTICLE VII
CHECKS, DRAFTS, DEEDS AND SHARES OF STOCK
SECTION 1. EXECUTION OF NEGOTIABLE INSTRUMENTS. All checks, drafts,
notes, bonds, bills of exchange and orders for the payment of money of the
Corporation in excess of $50,000.00 shall, unless otherwise directed by the
Board, or otherwise required by law, be signed by the Treasurer and one other
officer, or such other officers or employees as may be directed by the Chairman
of the Board.
SECTION 2. DEEDS, NOTES, BONDS, MORTGAGES, CONTRACTS, ETC. All deeds,
notes, bonds and mortgages made by the Corporation, and all other written
contracts and agreements, other than those executed in the ordinary course of
corporate business, to which the Corporation shall be a party, shall be executed
in its name by the President, a Vice President or any other Officer so
authorized by the Board and, when necessary or required, the Secretary or an
Assistant Secretary shall attest the execution thereof. All written contracts
and agreements into which the Corporation enters in the ordinary course of
corporate business shall be executed by any Officer or by any other Employee
designated by the President or a Vice President to execute such contracts and
agreements.
SECTION 3. SALE OR TRANSFER OF STOCK. Subject always to the further
orders and directions of the Board, any share of stock issued by any corporation
and owned by the Corporation (including reacquired Shares of the Corporation)
may, for sale or transfer, be endorsed in the name of the Corporation by the
President or a Vice President, and said endorsement shall be duly attested by
the Secretary or an Assistant Secretary.
SECTION 4. VOTING OF STOCK OF OTHER CORPORATIONS. Subject always to
the further orders and directions of the Board, any share of stock issued by any
other corporation and owned or controlled by the Corporation (an "Investment
Share") may be voted at any shareholders' meeting of such other corporation by
the President or a Vice President. Whenever, in the judgment of the President,
it is desirable for the Corporation to execute a proxy or give a shareholder's
consent in respect of any Investment Share, such proxy or consent shall be
executed in the name of the Corporation, by the President or a Vice President,
and, when necessary or required, shall be attested by the Secretary or an
Assistant Secretary. Any person or persons designated in the manner above stated
as the proxy or proxies of the Corporation shall have full right, power and
authority to vote an Investment Share the same as such Investment Share might be
voted by the Corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 1. FISCAL YEAR. The Corporation's fiscal year shall begin
on January 1 of each year and end on December 31 of that year.
ARTICLE IX
AMENDMENTS
SECTION 1. AMENDMENTS. These By-Laws may be altered, amended or
repealed, in whole or in part, and new By-Laws may be adopted, at any Board
Meeting by the affirmative vote of a majority of the Full Board.