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EXHIBIT (3)-1
BYLAWS
OF
WISCONSIN ELECTRIC POWER COMPANY
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AS AMENDED TO JULY 27, 1994, INCLUSIVE
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BYLAWS
OF
WISCONSIN ELECTRIC POWER COMPANY
BYLAW I. STOCKHOLDERS
SECTION 1. DATE OF ANNUAL MEETING
The annual meeting of the stockholders of the corporation shall be held on or
before the 1st day of July of each year, on the date and at the time
designated by the Board of Directors, for the purposes of electing directors
and of transacting such other business as may properly be brought before the
meeting.
SECTION 2. CALL OF SPECIAL MEETINGS
Special meetings of the stockholders may be held upon call of the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
or the holders of not less than one-tenth (defined as provided in Section 5 of
this Bylaw) of all shares of the corporation entitled to vote at the meeting
at such time as may be stated in the call and notice; or in case the meeting
is for the purpose of enabling the holders of the Six Per Cent. Preferred
Stock, the $100 Par Value Serial Preferred Stock and the $25 Par Value Serial
Preferred Stock (hereinafter together called the "Preferred Stocks") to elect
directors of the corporation, upon the conditions set forth in the Articles of
Incorporation, then, upon call as therein provided.
SECTION 3. PLACE OF MEETINGS
The Board of Directors may designate any place, either within or without the
State of Wisconsin, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made,
or if a special meeting be otherwise called, the place of meeting shall be the
principal business office of the corporation in the State of Wisconsin or such
other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting may be
adjourned to reconvene at any place designated by vote of a majority (defined
as provided in Section 5 of this Bylaw) of the shares represented thereat.
SECTION 4. NOTICE OF MEETINGS
Notice of the time and place of every meeting of the stockholders, and in the
case of a special meeting further stating the purposes for which such meeting
is called, shall be delivered personally or mailed at least ten (10) days
before the meeting to each stockholder of record entitled to vote at the
meeting, at his address as it may appear on the books of the corporation.
Such further notice shall be given by mail, publication or otherwise, as may
be required by law.
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SECTION 5. VOTING AT MEETINGS
A. Proxies
Every stockholder entitled to vote at any meeting may so vote either in
person or by proxy.
B. Balloting and Inspectors of Election
Voting at meetings of stockholders need not be by written ballot unless
so determined in a resolution of the Board of Directors relating thereto.
Voting at meetings of stockholders shall be conducted by one or more
inspectors of election appointed by the Board of Directors. However, no
director or person who is a candidate for the office of director shall be
appointed as such inspector. The inspectors, before entering upon the
discharge of their duties, shall take and subscribe an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality
and according to the best of their ability.
C. Quorum
Except as otherwise provided in the Articles of Incorporation, a majority
(defined as provided below in this Section) of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If a quorum is present, the affirmative vote of
the majority (as so defined) of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the stock-
holders unless the vote of a greater number or voting by classes is
required by law or the Articles of Incorporation. Though less than a
quorum of the outstanding shares are represented at a meeting, a majority
(as so defined) of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which
a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.
D. Proxies Upon Accrual of Special Right
In connection with the first election of a majority of the members of the
Board of Directors by the holders of the Preferred Stocks upon accrual of
the special right of such holders to elect a majority of the members of
the Board, as provided in Article III of the Articles of Incorporation,
the corporation shall prepare and mail to such holders of record such
proxy forms, communications and documents as may be deemed appropriate
(and also such as may be required by any governmental authority having
jurisdiction) for the purpose of soliciting proxies for the election of
directors by such holders, voting separately as a class without regard to
series.
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E. Majority, Etc., to be Based on Votes Entitled to be Cast
The references in Sections 2 and 3 and this Section 5 of Bylaw I and in
Section 2 of Bylaw II to one-tenth or a majority of specified shares
shall mean one-tenth or a majority, as the case may be, of the votes
entitled to be cast at a meeting by holders of such specified shares.
SECTION 6. CONDUCT OF MEETINGS
Meetings of the stockholders shall be presided over by the Chairman of the
Board if there be an incumbent in that office, or in his absence or at his
request, by the President, or if he is not present, by a Vice President, or if
no Vice President is present, by a chairman to be chosen at the meeting. The
Secretary of the corporation, or if he is not present, an Assistant Secretary
of the corporation, or if no Assistant Secretary is present, a person
appointed by the chairman of the meeting, shall act as secretary of the
meeting.
SECTION 7. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
For the purpose of determining stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, seventy days. If the stock
transfer books shall be closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books
shall be closed for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than seventy days and, in case of a
meeting of stockholders, not less than ten days prior to the date on which the
particular action, requiring such determination of stockholders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the close of business on the date on which notice of the meeting is
mailed or on the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of
the stock transfer books and the stated period of closing has expired.
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SECTION 8. NOTICE OF STOCKHOLDER NOMINATION(S) AND/OR PROPOSAL(S)
Except with respect to nomination(s) or proposal(s) adopted or recommended by
the Board of Directors for inclusion in the corporation's proxy or information
statement for its annual meeting, a stockholder entitled to vote at a meeting
may nominate a person or persons for election as director(s) or propose
action(s) to be taken at a meeting only if written notice of any stockholder
nomination(s) and/or proposal(s) to be considered for a vote at an annual
meeting of stockholders is delivered personally or mailed by Certified Mail-
Return Receipt Requested at least seventy (70) days before such meeting to the
Secretary of the corporation at the principal business office of the
corporation. With respect to stockholder nomination(s) for the election of
directors each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination(s) and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of
record or a beneficial holder of stock of the corporation entitled to vote at
such meeting (including the number of shares the stockholder owns as of the
record date and the length of time the shares have been held) and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements and
understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been
required to be included in a proxy or information statement filed pursuant to
the proxy rules of the Securities and Exchange Commission (whether or not such
rules are applicable) had each nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of each nominee to
serve as a director of the corporation if so elected. With respect to
stockholder proposal(s) for action(s) to be taken at an annual meeting of
stockholders, the notice shall clearly set forth: (a) the name and address of
the stockholder who intends to make the proposal(s); (b) a representation that
the stockholder is a holder of record or a beneficial holder of the stock of
the corporation entitled to vote at the meeting (including the number of
shares the stockholder owns as of the record date and the length of time the
shares have been held) and intends to appear in person or by proxy to make the
proposal(s) specified in the notice; (c) the proposal(s) and a brief
supporting statement of such proposal(s); and (d) such other information
regarding the proposal(s) as would have been required to be included in a
proxy or information statement filed pursuant to the proxy rules of the
Securities and Exchange Commission (whether or not such rules are applicable).
Except with respect to nomination(s) or proposal(s) adopted or recommended by
the Board of Directors for inclusion in the notice to stockholders for a
special meeting of stockholders, a stockholder entitled to vote at a special
meeting may nominate a person or persons for election as director(s) and/or
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propose action(s) to be taken at a meeting only if written notice of any
stockholder nomination(s) and/or proposal(s) to be considered for a vote at a
special meeting of stockholders is delivered personally or mailed by Certified
Mail-Return Receipt Requested to the Secretary of the corporation at the
principal business office of the corporation so that it is received in a
reasonable period of time before such special meeting. Only business within
the purposes described in the notice to stockholders of the special meeting
may be considered at the special meeting. All other notice requirements
regarding stockholder nomination(s) and/or proposal(s) applicable to annual
meetings also apply to nomination(s) and/or proposal(s) for special meetings.
The chairman of the meeting may refuse to acknowledge the nomination(s) and/or
proposal(s) of any person made without compliance with the foregoing
procedures. This section shall not affect the corporation's rights or
responsibilities with respect to its proxies or proxy or information statement
for any meeting.
BYLAW II. DIRECTORS
SECTION 1. NUMBER
The number of directors constituting the whole Board of Directors shall be
such number as shall be fixed from time to time by the affirmative vote of the
whole Board but in no event shall the number be less than three. Until so
fixed at a different number, the number shall be twelve. The number of
directors at any time constituting the whole Board shall not be reduced so as
to shorten the term of any director then in office.
The directors shall hold office until the next annual meeting of stockholders
at which their respective terms of office shall expire and until their
respective successors are duly elected and qualified.
SECTION 2. VACANCIES
Any vacancy occurring among the directors, including a vacancy created by an
increase in the number of directors, shall be filled by the affirmative vote
of a majority of the remaining directors and each director so elected shall
hold office until the next annual stockholders' meeting. However, in filling
any vacancy occurring among the directors elected by the holders of the
Preferred Stocks, the Board shall be limited to voting upon a candidate or
candidates nominated by the remaining director or a majority of the remaining
directors elected by the holders of the Preferred Stocks; in filling any
vacancy occurring among the directors elected by the Common stockholders, the
Board shall be limited to voting upon candidates nominated by the remaining
director or a majority of the remaining directors elected by the Common
stockholders.
At any meeting of the stockholders, the holders of a majority (defined as
provided in Section 5 of Bylaw I) of shares of the Preferred Stocks of the
corporation, voting separately as a class without regard to series, may remove
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any director theretofore elected by the holders of the Preferred Stocks or
elected by the Board to fill a vacancy among the directors elected by the
holders of the Preferred Stocks, and may fill any vacancy in the Board for the
unexpired term thus caused; and the holders of a majority (defined as provided
in Section 5 of Bylaw I) of the shares of Common Stock of the corporation,
voting separately as a class, may remove any director theretofore elected by
the Common stockholders or elected by the Board to fill a vacancy among the
directors elected by the Common stockholders, and may fill the vacancy in the
Board for the unexpired term thus caused.
SECTION 3. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such time and
place within or without the State of Wisconsin as may from time to time be
fixed by the Board without notice other than the resolution or other action of
the Board establishing the time and place of such regular meetings.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request
of the Board of Directors, the Executive Committee, the Chairman of the Board,
the President, or any two directors. The persons calling any special meeting
of the Board of Directors may fix any place, either within or without the
State of Wisconsin, as the place for holding any special meeting of the Board
of Directors called by them, and if no other place is fixed, the place of
meeting shall be the principal business office of the corporation.
SECTION 5. NOTICE OF MEETINGS
Notice of each meeting of the Board of Directors (unless otherwise provided in
or pursuant to Section 3 of this Bylaw) shall be given by written notice
delivered personally or mailed or given by telephone or telegram to each
director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary, in each case not
less than 6 hours prior thereto. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph company; if by
telephone, at the time the call is completed. Whenever any notice whatever is
required to be given to any director of the corporation under the Articles of
Incorporation, Bylaws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
director entitled to such notice, shall be deemed equivalent to the giving of
such notice. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
and objects thereat to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be
specified in the notice or waiver of notice of such meeting.
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SECTION 6. QUORUM
A majority of the members of the Board shall constitute a quorum for the
transaction of business, but if at any meeting of the Board there shall be
less than a quorum present, a majority of the directors present may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall have been obtained, when any business may be
transacted which might have been transacted at the meeting as first convened
had there been a quorum.
SECTION 7. MANNER OF ACTING
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the act
of a greater number is required by the Articles of Incorporation, Bylaws or
any provision of law.
SECTION 8. EXECUTIVE COMMITTEE
The Board of Directors, by the affirmative vote of a majority of the whole
Board, may appoint an Executive Committee, to consist of not less than three
directors, as the Board may from time to time determine. The Executive
Committee shall have and may exercise, when the Board is not in session, all
of the powers vested in the Board, except action in respect of dividends to
stockholders, election of officers or the filling of vacancies in the Board or
the Executive Committee. The Board shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve, the Executive
Committee. The Executive Committee may make rules for the conduct of its
business and may appoint such committees and assistants as it shall from time
to time deem necessary. A majority of the Executive Committee shall
constitute a quorum.
SECTION 9. OTHER COMMITTEES
The Board of Directors may also appoint one or more other committees to
consist of such number of the directors of the corporation and to perform such
functions as the Board may from time to time determine, except that no
committee created under authority of this Section shall exercise the powers of
the Board of Directors in the management of the business and affairs of the
corporation. The Board shall have power at any time to fill vacancies in, to
change the membership of, or to dissolve, any such committee. A majority of
any such committee may determine its action and fix the time and place of its
meetings, unless the Board shall otherwise provide.
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SECTION 10. COMPENSATION
The Board of Directors, by affirmative vote of a majority of the directors
then in office, and irrespective of any personal interest of any of its
members, may (a) establish reasonable compensation of all directors for
services to the corporation as directors, officers or otherwise, and the
manner and time and payment thereof, and (b) provide for reasonable pensions,
disability or death benefits, and other benefits or payments, to directors,
officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors,
officers and employees to the corporation.
SECTION 11. PRESUMPTION OF ASSENT
A director who is present at a meeting of the Board of Directors or a
committee thereof of which he is a member at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
SECTION 12. UNANIMOUS CONSENT WITHOUT A MEETING
Any action required by the Articles of Incorporation, Bylaws or any provision
of law to be taken at a meeting of directors or any other action which may be
taken at such a meeting may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the directors or
members of a committee thereof entitled to vote with respect to the subject
matter thereof and such consent shall have the same force and effect as a
unanimous vote.
BYLAW III. OFFICERS
SECTION 1. POSITIONS
The Board of Directors, as soon as may be after the election of directors held
in each year, shall elect one of its number Chairman of the Board unless it
determines not to fill such office, and shall elect one of its number
President of the corporation, and shall elect one or more Vice Presidents, a
Secretary and a Treasurer and from time to time shall appoint such Assistant
Secretaries, Assistant Treasurers and other officers as it may deem proper.
Any two or more offices may be held by the same person, except the offices of
President and Secretary and the offices of President and Vice President.
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SECTION 2. TERM OF OFFICE
The term of office of all officers shall be one year or until their respective
successors are duly chosen or until their prior death, resignation or removal.
Any officer may be removed from office at any time by the affirmative vote of
a majority of the whole Board.
SECTION 3. POWERS AND DUTIES
Subject to such limitations as the Board of Directors may from time to time
prescribe, the officers of the corporation shall each have such powers and
duties as generally pertain to their respective offices, as well as such
powers and duties as from time to time may be conferred by the Board of
Directors or the Executive Committee. The Treasurer and the Assistant
Treasurers may be required to give bond for the faithful discharge of their
duties, in such sum and of such character as the Board may from time to time
prescribe.
BYLAW IV. INDEMNIFICATION
SECTION 1. MANDATORY INDEMNIFICATION
The corporation shall indemnify to the fullest extent permitted by law any
person who is or was a party or threatened to be made a party to any legal
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another enterprise, against expenses
(including attorney fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such legal
proceeding.
SECTION 2. CERTAIN DEFINITIONS
As used in this Bylaw IV, (a) "indemnify" includes the advancement of expenses
upon receipt of an undertaking to repay upon specified conditions, (b)
"fullest extent permitted by law" means the fullest extent to which indemnity
may lawfully be provided by, pursuant to or consistently with, the provisions
of subsections (l) and (2) of Section 180.05 of the Wisconsin Statutes (or any
successor provision), a bylaw under subsection (6) of that Section (or any
successor provision) or any other applicable law, whether statutory or
otherwise, (c) "person" includes the person's heirs, executors and
administrators, (d) "legal proceeding" means any threatened, pending or
completed action, suit or proceeding, whether or not by or in right of the
corporation, (e) "other enterprise" includes any corporation, partnership,
joint venture, trust, dividend reinvestment plan, stock purchase plan,
employee benefit plan or other plan or entity, (f) "expenses" include expenses
in the enforcement of rights under this Bylaw and any excise taxes assessed
with respect to an employee benefit plan and (g) in respect of any of such
plans, (i) "serving at the request of the corporation as a director or
officer" includes serving at the request of the corporation in any capacity
that involves services or duties with respect to the plan or its participants
or beneficiaries and (ii) action reasonably believed to be in the interest of
such participants or beneficiaries shall be deemed reasonably believed to be
in, or not opposed to, the best interests of the corporation.
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SECTION 3. LEGAL ENFORCEABILITY
The rights provided to any person by the terms of this Bylaw IV shall be
legally enforceable against the corporation by such person, who shall be
presumed to have relied on the provisions of this Bylaw in undertaking or
continuing any of the positions with the corporation or other enterprise
referred to in Section 1 of this Bylaw IV.
SECTION 4. LIMITATION ON MODIFICATION OR TERMINATION
No modification or termination of this Bylaw IV shall be effected which would
impair any rights hereunder arising at any time out of events occurring prior
to such modification or termination.
SECTION 5. NON-EXCLUSIVE BYLAW
This Bylaw IV is not intended to be exclusive and accordingly shall not be
construed as impairing in any way the power and authority of the corporation,
to the extent legally permissible without regard to this Bylaw IV, in its
discretion to indemnify or agree to indemnify, or to purchase insurance
indemnifying, any employee, agent or other person.
BYLAW V. STOCK CERTIFICATES AND TRANSFER
SECTION 1. STOCK CERTIFICATES AND FACSIMILE SIGNATURES
The certificates for shares of stock of the corporation shall be signed either
manually or by facsimile signature by the President or a Vice President, and
by the Secretary or an Assistant Secretary of the corporation, or any other
officer or officers that the Board of Directors designates, and may be sealed
with the seal of the corporation.
The certificates for shares shall be countersigned and registered either
manually or by facsimile signature in such manner, if any, as the Board of
Directors may from time to time prescribe. The transfer agent and the
registrar may, but need not be, the same person or agency. In the event that
the corporation or its agent is acting in the dual capacity of transfer agent
and registrar, a single manual or facsimile signature may be used.
In case any such person acting as an officer, transfer agent or registrar, who
has signed, or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer, transfer agent or
registrar, before such certificate is issued, it may be used by the
corporation with the same effect as if such person had not ceased to be such
at the date of its issue.
February 26, 1992
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SECTION 2. TRANSFER OF STOCK
The shares of stock of the corporation shall be transferable on the books of
the corporation upon request by the holders thereof or by duly authorized
attorney, upon surrender and cancellation of certificates for a like number of
shares of the same class of stock, with duly executed assignment and power of
transfer endorsed thereon or attached thereto, and with such proof of the
authenticity of the signature as the corporation or its agents may reasonably
require.
Prior to due presentment of a certificate for shares for registration of
transfer the corporation may treat the registered owner of such shares as the
person exclusively entitled to vote, to receive notifications and otherwise to
have and exercise all the rights and powers of an owner. Where a certificate
for shares is presented to the corporation with a request to register for
transfer, the corporation shall not be liable to the owner or any other person
suffering loss as a result of such registration of transfer if (a) there were
on or with the certificate the necessary endorsements, and (b) the corporation
had no duty to inquire into adverse claims or has discharged any such duty.
The corporation may require reasonable assurance that said endorsements are
genuine and effective and in compliance with such other regulations as may be
prescribed by or under the authority of the Board of Directors.
SECTION 3. LOST, DESTROYED OR STOLEN CERTIFICATES
Where the owner claims that his certificate for shares has been lost,
destroyed or wrongfully taken, a new certificate shall be issued in place
thereof if the owner (a) so requests before the corporation has notice that
such shares have been acquired by a bona fide purchaser, and (b) files with
the corporation a sufficient indemnity bond, and (c) satisfies such other
reasonable requirements as may be prescribed by or under the authority of the
Board of Directors.
BYLAW VI. CONTRACTS, CHECKS, NOTES, BONDS, ETC.
SECTION 1. CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute or deliver any document or instrument,
whether of conveyance or otherwise, in the name of and on behalf of the
corporation, and such authorization may be general or confined to specific
instances.
SECTION 2. CHECKS, DRAFTS, ETC.
All checks and drafts on the corporation's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed or, in the case of wire
transfers, shall be authorized by such officer or officers, employee or
employees, or agent or agents as shall be thereunto authorized from time to
time by the Board of Directors; provided that checks drawn on the
corporation's bank accounts may bear the facsimile signature of such officer
or officers, employee or employees, or agent or agents as the Board of
Directors shall authorize; and provided further that in the case of notes,
bonds or debentures issued under a trust instrument of the corporation and
required to be signed by two officers of the corporation, the signatures of
either or both of such officers may be in facsimile if specifically authorized
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and directed by the Board of Directors of the corporation and if such notes,
bonds or debentures are required to be authenticated by a corporate trustee
which is a party to the trust instrument. In case any such officer who has
signed, or whose facsimile signature has been placed upon such instrument
shall have ceased to be such officer before such instrument is issued, it may
be issued by the corporation with the same effect as if such officer had not
ceased to be such at the date of its issue.
BYLAW VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January in
each year and shall end on the thirty-first day of December following.
BYLAW VIII. CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Jan. 29, 1896."
BYLAW IX. EFFECT OF HEADINGS
The descriptive headings in these Bylaws were formulated, used and inserted
herein for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.
BYLAW X. AMENDMENTS
The Bylaws of the corporation may be altered, amended, added to, rescinded or
repealed and new Bylaws may be adopted at any meeting of the stockholders,
provided notice of the proposed change is given in the notice of the meeting.
Subject to the power of the stockholders to alter, amend, or repeal any Bylaws
made by the Board of Directors, the Board may make additional Bylaws for the
corporation and may from time to time alter and amend these Bylaws.
February 26, 1992