EXHIBIT 3.2
BYLAWS
OF
ALLIANT ENERGY CORPORATION
Effective as of January 30, 2001
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The Corporation
may have such principal and other business offices, either within
or without the State of Wisconsin, as the Board of Directors may
designate or as the business of the Corporation may require from
time to time.
Section 1.2 REGISTERED OFFICE. - The registered office of the
Corporation required by the Wisconsin Business Corporation Law to
be maintained in the State of Wisconsin may be, but need not be,
identical with the principal office in the State of Wisconsin,
and the address of the registered office may be changed from time
to time by the Board of Directors or by the registered agent.
The business office of the registered agent of the Corporation
shall be identical to such registered office.
ARTICLE II
SEAL
Section 2.1 CORPORATE SEAL. - The corporate seal shall have
inscribed thereon the name of the Corporation and the words
"CORPORATE SEAL, WISCONSIN." Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced.
ARTICLE III
SHAREOWNERS
Section 3.1 ANNUAL MEETING. - The annual meeting of the
shareowners (the "Annual Meeting") shall be held at such date and
time as the Board of Directors may determine. In fixing a
meeting date for any Annual Meeting, the Board of Directors may
consider such factors as it deems relevant within the good faith
exercise of its business judgment. At each Annual Meeting, the
shareowners shall elect that number of directors equal to the
number of directors in the class whose term expires at the time
of such meeting. At any such Annual Meeting, only other business
properly brought before the meeting in accordance with Section
3.14 of these Bylaws may be transacted. If the election of
directors shall not be held on the date fixed as herein provided,
for any Annual Meeting, or any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of shareowners (a "Special Meeting") as soon thereafter
as is practicable.
Section 3.2 SPECIAL MEETINGS. - A Special Meeting may be
called only by (i) the Board of Directors or (ii) the Chief
Executive Officer and shall be called by the Chief Executive
Officer upon the demand, in accordance with this Section 3.2, of
the holders of record of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be
considered at the Special Meeting.
(a) In order that the Corporation may determine the shareowners
entitled to demand a Special Meeting, the Board of Directors may
fix a record date to determine the shareowners entitled to make
such a demand (the "Demand Record Date"). The Demand Record Date
shall not precede the date upon which the resolution fixing the
Demand Record Date is adopted by the Board of Directors and shall
not be more than ten days after the date upon which the
resolution fixing the Demand Record Date is adopted by the Board
of Directors. Any shareowner of record seeking to have
shareowners demand a Special Meeting shall, by sending written
notice to the Secretary of the Corporation by hand or by
certified or registered mail, return receipt requested, request
the Board of Directors to fix a Demand Record Date. The Board of
Directors shall promptly, but in all events within ten days after
the date on which a valid request to fix a Demand Record Date is
received, adopt a resolution fixing the Demand Record Date and
shall make a public announcement of such Demand Record Date. If
no Demand Record Date has been fixed by the Board of Directors
within ten days after the date on which such request is received
by the Secretary, the Demand Record Date shall be the 10th day
after the first date on which a valid written request to set a
Demand Record Date is received by the Secretary. To be valid,
such written request shall set forth the purpose or purposes for
which the Special Meeting is to be held, shall be signed by one
or more shareowners of record (or their duly authorized proxies
or other representatives), shall bear the date of signature of
each such shareowner (or proxy or other representative) and shall
set forth all information about each such shareowner and about
the beneficial owner or owners, if any, on whose behalf the
request is made that would be required to be set forth in a
shareowner's notice described in paragraph (a) (ii) of Section
3.14 of these Bylaws.
(b) In order for a shareowner or shareowners to demand a Special
Meeting, a written demand or demands for a Special Meeting by the
holders of record as of the Demand Record Date of shares
representing at least 10% of all the votes entitled to be cast on
any issue proposed to be considered at the Special Meeting must
be delivered to the Corporation. To be valid, each written
demand by a shareowner for a Special Meeting shall set forth the
specific purpose or purposes for which the Special Meeting is to
be held (which purpose or purposes shall be limited to the
purpose or purposes set forth in the written request to set a
Demand Record Date received by the Corporation pursuant to
paragraph (b) of this Section 3.2), shall be signed by one or
more persons who as of the Demand Record Date are shareowners of
record (or their duly authorized proxies or other
representatives), shall bear the date of signature of each such
shareowner (or proxy or other representative), and shall set
forth the name and address, as they appear in the Corporation's
books, of each shareowner signing such demand and the class and
number of shares of the Corporation which are owned of record and
beneficially by each such shareowner, shall be sent to the
Secretary by hand or by certified or registered mail, return
receipt requested, and shall be received by the Secretary within
seventy days after the Demand Record Date.
(c) The Corporation shall not be required to call a Special
Meeting upon shareowner demand unless, in addition to the
documents required by paragraph (c) of this Section 3.2, the
Secretary receives a written agreement signed by each Soliciting
Shareowner (as defined below), pursuant to which each Soliciting
Shareowner, jointly and severally, agrees to pay the
Corporation's costs of holding the Special Meeting, including the
costs of preparing and mailing proxy materials for the
Corporation's own solicitation, provided that if each of the
resolutions introduced by any Soliciting Shareowner at such
meeting is adopted, and each of the individuals nominated by or
on behalf of any Soliciting Shareowner for election as a director
at such meeting is elected, then the Soliciting Shareowners shall
not be required to pay such costs. For purposes of this
paragraph (d), the following terms shall have the meanings set
forth below:
(i) "Affiliate" of any Person (as defined herein) shall mean any
Person controlling, controlled by or under common
control with such first Person.
(ii) "Participant" shall have the meaning assigned to such term
in Rule 14a-11 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(iii) "Person" shall mean any individual, firm, corporation,
partnership, joint venture, association, trust,
unincorporated organization or other entity.
(iv) "Proxy" shall have the meaning assigned to such term in Rule
14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such term
in Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareowner" shall mean, with respect to any
Special Meeting demanded by a shareowner or
shareowners, any of the following Persons:
(A) if the number of shareowners signing the demand or demands
of meeting delivered to the Corporation
pursuant to paragraph (c) of this Section 3.2
is ten or fewer, each shareowner signing any
such demand;
(B) if the number of shareowners signing the demand or demands
of meeting delivered to the Corporation
pursuant to paragraph (c) of this Section 3.2
is more than ten, each Person who either (I)
was a Participant in any Solicitation of such
demand or demands or (II) at the time of the
delivery to the Corporation of the documents
described in paragraph (c) of this Section
3.2 had engaged or intends to engage in any
Solicitation of Proxies for use at such
Special Meeting (other than a Solicitation of
Proxies on behalf of the Corporation); or
(C) any Affiliate of a Soliciting Shareowner, if a majority of
the directors then in office determine,
reasonably and in good faith, that such
Affiliate should be required to sign the
written notice described in paragraph (c) of
this Section 3.2 and/or the written agreement
described in this paragraph (d) in order to
prevent the purposes of this Section 3.2 from
being evaded.
(d) Except as provided in the following sentence, any Special
Meeting shall be held at such hour and day as may be designated
by whichever of the Board of Directors or the Chief Executive
Officer shall have called such meeting. In the case of any
Special Meeting called by the Chief Executive Officer upon the
demand of shareowners (a "Demand Special Meeting"), such meeting
shall be held at such hour and day as may be designated by the
Board of Directors; provided, however, that the date of any
Demand Special Meeting shall be not more than seventy days after
the Meeting Record Date (as defined in Section 3.6 hereof); and
provided further that in the event that the directors then in
office fail to designate an hour and date for a Demand Special
Meeting within ten days after the date that valid written demands
for such meeting by the holders of record as of the Demand Record
Date of shares representing at least 10% of all the votes
entitled to be cast on each issue proposed to be considered at
the Special Meeting are delivered to the Corporation (the
"Delivery Date"), then such meeting shall be held at 2:00 P.M.
local time on the 100th day after the Delivery Date or, if such
100th day is not a Business Day (as defined below), on the first
preceding Business Day. In fixing a meeting date for any Special
Meeting, the Board of Directors or the Chief Executive Officer
may consider such factors as it or he deems relevant within the
good faith exercise of its or his business judgment, including,
without limitation, the nature of the action proposed to be
taken, the facts and circumstances surrounding any demand for
such meeting, and any plan of the Board of Directors to call an
Annual Meeting or a Special Meeting for the conduct of related
business.
(e) The Corporation may engage regionally or nationally
recognized independent inspectors of elections to act as an agent
of the Corporation for the purpose of promptly performing a
ministerial review of the validity of any purported written
demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to
perform such review, no purported demand shall be deemed to have
been delivered to the Corporation until the earlier of (i) five
Business Days following receipt by the Secretary of such
purported demand and (ii) such date as the independent inspectors
certify to the Corporation that the valid demands received by the
Secretary represent at least 10% of all the votes entitled to be
cast on each issue proposed to be considered at the Special
Meeting. Nothing contained in this paragraph (f) shall in any
way be construed to suggest or imply that the Board of Directors
or any shareowner shall not be entitled to contest the validity
of any demand, whether during or after such five Business Day
period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any
litigation with respect thereto).
(f) For purposes of these Bylaws, "Business Day" shall mean any
day other than a Saturday, a Sunday or a day on which banking
institutions in the State of Wisconsin are authorized or
obligated by law or executive order to close.
Section 3.3 PLACE OF MEETING. - The Board of Directors or the
Chief Executive Officer may designate any place, either within or
without the State of Wisconsin, as the place for any Annual
Meeting or any Special Meeting, or for any postponement thereof.
If no designation is made, the place of meeting shall be the
principal office of the Corporation. Any meeting may be
adjourned to reconvene at any place designated by vote of the
Board of Directors or determined by the Chief Executive Officer.
Section 3.4 NOTICE OF MEETINGS - Written notice stating the
date, time and place of any meeting of shareowners shall be
delivered not less than ten days nor more than seventy days
before the date of the meeting (unless a different time period is
provided by the Wisconsin Business Corporation Law or the
Articles of Incorporation), either personally or by mail, by or
at the direction of the Chief Executive Officer or the Secretary,
to each shareowner of record entitled to vote at such meeting and
to such other persons as required by the Wisconsin Business
Corporation Law. In the event of any Demand Special Meeting,
such notice of meeting shall be sent not more than thirty days
after the Delivery Date. For purposes of this Section 3.4,
notice by "electronic transmission" (as such term is defined in
Section 180.0103(7m) of the Wisconsin Business Corporation Law")
shall be deemed to constitute written notice. Written notice
pursuant to this Section 3.4 shall be deemed to be effective (a)
when mailed, if mailed postpaid and addressed to the shareowner's
address shown in the Corporation's current record of shareowners
or (b) when electronically transmitted to the shareowner in a
manner authorized by the shareowner. Unless otherwise required
by the Wisconsin Business Corporation Law or the Articles of
Incorporation, a notice of an Annual Meeting need not include a
description of the purpose for which the meeting is called. In
the case of any Special Meeting, (i) the notice of meeting shall
describe any business that the Board of Directors shall have
theretofore determined to bring before the meeting and (ii) in
the case of a Demand Special Meeting, the notice of meeting (A)
shall describe any business set forth in the statement of purpose
of the demands received by the Corporation in accordance with
Section 3.2 of these Bylaws and (B) shall contain all of the
information required in the notice received by the Corporation in
accordance with Section 3.14(b) of these Bylaws. If an Annual
Meeting or Special Meeting is adjourned to a different date, time
or place, the Corporation shall not be required to give notice of
the new date, time or place if the new date, time or place is
announced at the meeting before adjournment; provided, however,
that if a new Meeting Record Date for an adjourned meeting is or
must be fixed, the Corporation shall give notice of the adjourned
meeting to persons who are shareowners as of the new Meeting
Record Date.
Section 3.5 WAIVER OF NOTICE - A shareowner may waive any
notice required by the Wisconsin Business Corporation Law, the
Articles of Incorporation or these Bylaws before or after the
date and time stated in the notice. The waiver shall be in
writing and signed by the shareowner entitled to the notice,
contain the same information that would have been required in the
notice under applicable provisions of the Wisconsin Business
Corporation Law (except that the time and place of meeting need
not be stated) and be delivered to the Corporation for inclusion
in the corporate records. A shareowner's attendance at any
Annual Meeting or Special Meeting, in person or by proxy, waives
objection to all of the following: (a) lack of notice or
defective notice of the meeting, unless the shareowner at the
beginning of the meeting or promptly upon arrival objects to
holding the meeting or transacting business at the meeting; and
(b) consideration of a particular matter at the meeting that is
not within the purpose described in the meeting notice, unless
the shareowner objects to considering the matter when it is
presented.
Section 3.6 FIXING OF RECORD DATE. - The Board of Directors
may fix in advance a date not less than ten days and not more
than seventy days prior to the date of an Annual Meeting or
Special Meeting as the record date for the determination of
shareowners entitled to notice of, or to vote at, such meeting
(the "Meeting Record Date"). In the case of any Demand Special
Meeting, (i) the Meeting Record Date shall be not later than the
30th day after the Delivery Date and (ii) if the Board of
Directors fails to fix the Meeting Record Date within thirty days
after the Delivery Date, then the close of business on such 30th
day shall be the Meeting Record Date. The shareowners of record
on the Meeting Record Date shall be the shareowners entitled to
notice of and to vote at the meeting. Except as provided by the
Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareowners entitled to notice of
and to vote at an Annual Meeting or Special Meeting is effective
for any adjournment of such meeting unless the Board of Directors
fixes a new Meeting Record Date, which it shall do if the meeting
is adjourned to a date more than 120 days after the date fixed
for the original meeting. The Board of Directors may also fix in
advance a date as the record date for the purpose of determining
shareowners entitled to take any other action or determining
shareowners for any other purpose. Such record date shall be not
more than seventy days prior to the date on which the particular
action, requiring such determination of shareowners, is to be
taken. The record date for determining shareowners entitled to a
distribution (other than a distribution involving a purchase,
redemption or other acquisition of the Corporation's shares) or a
share dividend is the date on which the Board of Directors
authorizes the distribution or share dividend, as the case may
be, unless the Board of Directors fixes a different record date.
Section 3.7 SHAREOWNER LIST. - The Corporation shall have
available, beginning two (2) days after the notice of the meeting
is given for which the list was prepared and continuing to the
date of the meeting, a complete record of each shareowner
entitled to vote at such meeting, or any adjournment thereof,
showing the address of and number of shares held by each
shareowner. The shareowner list shall be available for
inspection by any shareowner during normal business hours at the
Corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held. The
Corporation shall make the shareowners' list available at the
meeting and any shareowner or his agent or attorney may inspect
the list at any time the meeting or any adjournment thereof.
Section 3.8 QUORUM AND VOTING REQUIREMENTS.
(a) Shares entitled to vote as a separate voting group may take
action on a matter at any Annual Meeting or Special Meeting only
if a quorum of those shares exists with respect to that matter.
If the Corporation has only one class of stock outstanding, such
class shall constitute a separate voting group for purposes of
this Section 3.8. Except as otherwise provided in the Articles
of Incorporation or the Wisconsin Business Corporation Law, a
majority of the votes entitled to be cast on the matter shall
constitute a quorum of the voting group for action on that
matter. Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose of
objecting to holding the meeting or transacting business at the
meeting, it is considered present for purposes of determining
whether a quorum exists for the remainder of the meeting and for
any adjournment of that meeting unless a new Meeting Record Date
is or must be set for the adjourned meeting. If a quorum exists,
except in the case of the election of directors, action on a
matter shall be approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the
action, unless the Articles of Incorporation or the Wisconsin
Business Corporation Law requires a greater number of affirmative
votes. Unless otherwise provided in the Articles of
Incorporation, each director to be elected shall be elected by a
plurality of the votes cast by the shares entitled to vote in the
election of directors at an Annual Meeting or Special Meeting at
which a quorum is present.
(b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special
Meeting; provided, however, that a Demand Special Meeting shall
not be postponed beyond the 100th day following the Delivery
Date. Any Annual Meeting or Special Meeting may be adjourned
from time to time, whether or not there is a quorum, (i) at any
time, upon a resolution by shareowners if the votes cast in favor
of such resolution by the holders of shares of each voting group
entitled to vote on any matter theretofore properly brought
before the meeting exceed the number of votes cast against such
resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such
meeting, by the Chairperson of the Board or pursuant to a
resolution of the Board of Directors. No notice of the time and
place of adjourned meetings need be given except as required by
the Wisconsin Business Corporation Law. At any 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 notified.
Section 3.9 CONDUCT OF MEETING. - The Chairperson of the Board
shall preside at each meeting of shareowners. In the absence of
the Chairperson of the Board, such persons, in the following
order, shall act as chair of the meeting; the Vice Chairperson of
the Board, the Chief Executive Officer, the President, any Vice
President, and the Director in attendance with the longest tenure
in that office. The Secretary, or if absent, an Assistant
Secretary, of the Company shall act as Secretary of each
shareowner meeting.
Section 3.10 PROXIES. - At any Annual Meeting or Special
Meeting, a shareowner entitled to vote may vote his or her shares
in person or by proxy. A shareowner entitled to vote at an
Annual Meeting or Special Meeting may authorize another person to
act for the shareowner by appointing the person as proxy.
Without limiting the manner in which a shareowner may appoint a
proxy, a shareowner or the shareowner's authorized officer,
director, employee, agent or attorney-in-fact may use any of the
following as a valid means to make such an appointment:
(a) Appointment of a proxy in writing by signing or
causing the shareowner's signature to be affixed to an
appointment form by any reasonable means, including, but not
limited to, by facsimile signature.
(b) Appointment of a proxy by transmitting or
authorizing the transmission of an electronic transmission of the
appointment to the person who will be appointed as proxy or to a
proxy solicitation firm, proxy support service organization or
like agent authorized to receive the transmission by the person
who will be appointed as proxy. Every electronic transmission
shall contain, or be accompanied by, information that can be used
to reasonably determine that the shareowner transmitted or
authorized the transmission of the electronic transmission. Any
person charged with determining whether a shareholder transmitted
or authorized the transmission of the electronic transmission
shall specify the information upon which the determination is
made.
An appointment of a proxy is effective when a signed appointment
form or an electronic transmission of the appointment is received
by the inspector of election or the officer or agent of the
Corporation authorized to tabulate votes. An appointment is
valid for eleven months unless a different period is expressly
provided in the appointment. Unless otherwise provided, a proxy
may be revoked any time before it is voted, either by appointing
a new proxy in accordance with the Wisconsin Business Corporation
Law or by oral notice given by the shareowner to the presiding
officer during the meeting. The presence of a shareowner who has
made an effective proxy appointment shall not itself constitute a
revocation. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the
validity and sufficiency of proxies.
Section 3.11 VOTING OF SHARES. - Except as provided in the
Articles of Incorporation or statute, each outstanding share
entitled to vote shall be entitled to one (1) vote upon each
matter submitted to a vote at a meeting of shareowners.
Section 3.12 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may
prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by such person, either in person or by
proxy, without a transfer of such shares into that person's
name. Shares standing in the name of a trustee may be voted by
such trustee, either in person or by proxy, without a transfer of
such shares into the trustee's name. The Corporation may request
evidence of such fiduciary status with respect to the vote,
consent, waiver, or proxy appointment.
Shares standing in the name of a receiver or trustee in
bankruptcy may be voted by such receiver or trustee, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer of the shares into such person's
name if authority so to do is contained in an appropriate order
of the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the
shares held in the name of a shareholder shall be entitled to
vote such shares. The Corporation may request evidence of such
signatory's authority to sign for the shareholder with respect to
the vote, consent, waiver, or proxy appointment.
Neither treasury shares nor shares held by another
corporation, if a majority of the shares entitled to vote for the
election of Directors of such other corporation is held by the
Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time.
Section 3.13 ACTION WITHOUT MEETING. - Any action required or
permitted by the Articles of Incorporation or these Bylaws or any
provision of the Wisconsin Business Corporation Law to be taken
at an Annual Meeting or Special Meeting may be taken without a
meeting if a written consent or consents, describing the action
so taken, is signed by all of the shareowners entitled to vote
with respect to the subject matter thereof and delivered to the
Corporation for inclusion in the corporate records.
Section 3.14 NOTICE OF SHAREOWNER BUSINESS AND NOMINATI0ON OF
DIRECTORS.
(a) Annual Meetings.
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(i) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of
business to be considered by the shareowners may be
made at an Annual Meeting (A) pursuant to the
Corporation's notice of meeting, (B) by or at the
direction of the Board of Directors or (C) by any
shareowner of the Corporation who is a shareowner of
record at the time of giving of notice provided for in
this Bylaw and who is entitled to vote at the meeting
and complies with the notice procedures set forth in
this Section 3.14.
(ii) For nominations or other business to be properly brought
before an Annual Meeting by a shareowner pursuant to
clause (C) of paragraph (a)(i) of this Section 3.14,
the shareowner must have given timely notice thereof in
writing to the Secretary of the Corporation. To be
timely, a shareowner's notice shall be received by the
Secretary of the Corporation at the principal offices
of the Corporation not later than the earlier of (A) 45
days in advance of the first annual anniversary (the
"Anniversary Date") of the date set forth in the
Corporation's proxy statement for the prior year's
Annual Meeting as the date on which the Corporation
first mailed definitive proxy materials for the prior
year's Annual Meeting and (B) the later of (x) the 70th
day prior to such Annual Meeting and (y) the 10th day
following the day on which public announcement of the
date of such meeting is first made. Such shareowner's
notice shall be signed by the shareowner of record who
intends to make the nomination or introduce the other
business (or his duly authorized proxy or other
representative), shall bear the date of signature of
such shareowner (or proxy or other representative) and
shall set forth: (A) the name and address, as they
appear on this Corporation's books, of such shareowner
and the beneficial owner or owners, if any, on whose
behalf the nomination or proposal is made; (B) the
class and number of shares of the Corporation which are
beneficially owned by such shareowner or beneficial
owner or owners; (C) a representation that such
shareowner is a holder of record of shares of the
Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting
to make the nomination or introduce the other business
specified in the notice; (D) in the case of any
proposed nomination for election or re-election as a
director, (I) the name and residence address of the
person or persons to be nominated, (II) a description
of all arrangements or understandings between such
shareowner or beneficial owner or owners and each
nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination is
to be made by such shareowner, (III) such other
information regarding each nominee proposed by such
shareowner as would be required to be disclosed in
solicitations of proxies for elections of directors, or
would be otherwise required to be disclosed, in each
case pursuant to Regulation 14A under the Exchange Act,
including any information that would be required to be
included in a proxy statement filed pursuant to
Regulation 14A had the nominee been nominated by the
Board of Directors and (IV) the written consent of each
nominee to be named in a proxy statement and to serve
as a director of the Corporation if so elected; and (E)
in the case of any other business that such shareowner
proposes to bring before the meeting, (I) a brief
description of the business desired to be brought
before the meeting and, if such business includes a
proposal to amend these Bylaws, the language of the
proposed amendment, (II) such shareowner's and
beneficial owner's or owners' reasons for conducting
such business at the meeting and (III) any material
interest in such business of such shareowner and
beneficial owner or owners.
(iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this Section 3.14 to the contrary, in the
event that the number of directors to be elected to the
Board of Directors of the Corporation is increased and
there is no public announcement naming all of the
nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at
least 45 days prior to the Anniversary Date, a
shareowner's notice required by this Section 3.14 shall
also be considered timely, but only with respect to
nominees for any new positions created by such
increase, if it shall be received by the Secretary at
the principal offices of the Corporation not later than
the close of business on the 10th day following the day
on which such public announcement is first made by the
Corporation.
(b) Special Meetings. Only such business shall be conducted at
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a Special Meeting as shall have been described in the notice of
meeting sent to shareowners pursuant to Section 3.4 of these
Bylaws. Nominations of persons for election to the Board of
Directors may be made at a Special Meeting at which directors are
to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareowner of
the Corporation who (A) is a shareowner of record at the time of
giving of such notice of meeting, (B) is entitled to vote at the
meeting and (C) complies with the notice procedures set forth in
this Section 3.14. Any shareowner desiring to nominate persons
for election to the Board of Directors at such a Special Meeting
shall cause a written notice to be received by the Secretary of
the Corporation at the principal offices of the Corporation not
earlier than ninety days prior to such Special Meeting and not
later than the close of business on the later of (x) the 60th day
prior to such Special Meeting and (y) the 10th day following the
day on which public announcement is first made of the date of
such Special Meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. Such written notice
shall be signed by the shareowner of record who intends to make
the nomination (or his duly authorized proxy or other
representative), shall bear the date of signature of such
shareowner (or proxy or other representative) and shall set
forth: (A) the name and address, as they appear on the
Corporation's books, of such shareowner and the beneficial owner
or owners, if any, on whose behalf the nomination is made; (B)
the class and number of shares of the Corporation which are
beneficially owned by such shareowner or beneficial owner or
owners; (C) a representation that such shareowner is a holder of
record of shares of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to make the nomination specified in the notice; (D) the
name and residence address of the person or persons to be
nominated; (E) a description of all arrangements or
understandings between such shareowner or beneficial owner or
owners and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination is to be
made by such shareowner; (F) such other information regarding
each nominee proposed by such shareowner as would be required to
be disclosed in solicitations of proxies for elections of
directors, or would be otherwise required to be disclosed, in
each case pursuant to Regulation 14A under the Exchange Act,
including any information that would be required to be included
in a proxy statement filed pursuant to Regulation 14A had the
nominee been nominated by the Board of Directors; and (G) the
written consent of each nominee to be named in a proxy statement
and to serve as a director of the Corporation if so elected.
(c) General.
--------
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 3.14 shall be
eligible to serve as directors. Only such business
shall be conducted at an Annual Meeting or Special
Meeting as shall have been brought before such meeting
in accordance with the procedures set forth in this
Section 3.14. The chairman of the meeting shall have
the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in
this Section 3.14 and, if any proposed nomination or
business is not in compliance with this Section 3.14,
to declare that such defective proposal shall be
disregarded.
(ii) For purposes of this Section 3.14, "public announcement"
shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or
comparable national news service or in a document
publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this
Section 3.14, a shareowner shall also comply with all
applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the
matters set forth in this Section 3.14. Nothing in
this Section 3.14 shall be deemed to limit the
Corporation's obligation to include shareowner
proposals in its proxy statement if such inclusion is
required by Rule 14a-8 under the Exchange Act.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 GENERAL POWER. - The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 4.2 NUMBER. CLASSES & TERM. - The number of Directors
of the Corporation shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by the
affirmative vote of a majority of the total number of Directors
that the Corporation would have if there were no vacancies, but
shall not be less than nine (9) nor more than sixteen (16). The
Directors of the Corporation shall be divided, with respect to
the time for which they severally hold office, into three
classes, as nearly equal in number as possible. At each Annual
Meeting, the successors to the class of Directors whose terms
shall expire at the time of such Annual Meeting shall be elected
to hold office until the third succeeding Annual Meeting, and
until their successors are duly elected and qualified.
Section 4.3 CHAIRPERSON OF THE BOARD. - The Chairperson of the
Board if not designated as the Chief Executive Officer of the
Company shall assist the Board in the formulation of policies and
may make recommendations therefore. Information as to the
affairs of the Company in addition to that contained in the
regular reports shall be furnished to him or her on request. He
or she may make suggestions and recommendations to the Chief
Executive Officer regarding any matters relating to the affairs
of the Company and shall be available for consultation and advice.
Section 4.4 VICE CHAIRPERSON OF THE BOARD. - The Vice
Chairperson of the Board shall assist the Board in the
formulation of policies and make recommendations therefore. The
Vice Chairperson shall have such other powers and duties as may
be prescribed for him or her by the Chairperson of the Board or
the Board of Directors. In the absence of or the inability of
the Chairperson of the Board to act as Chairperson of the Board,
the Vice Chairperson of the Board shall assume the powers and
duties of the Chairperson of the Board.
Section 4.5 QUALIFICATIONS AND REMOVAL. - No person who has
attained 70 years of age shall be eligible for election or
re-election to the Board of Directors. Any Director who has
attained seventy (70) years of age shall resign from the Board of
Directors effective as of the next Annual Meeting. For a period
of five (5) years following April 21, 1998, no person, except any
of the initial Directors serving as such on April 21, 1998, who
is an executive officer or employee of the Corporation or any of
its subsidiaries shall be eligible to serve as a Director of the
Corporation; provided, however, that any individual serving as
Chief Executive Officer of the Corporation shall be eligible to
serve as a Director of the Corporation. In the event the Chief
Executive Officer resigns or retires from his or her office or
employment with the Corporation, he or she shall simultaneously
submit his or her resignation from the Board of Directors. In
the event that the Chief Executive Officer is removed from his or
her office by the Board of Directors, or is involuntarily
terminated from employment with the Corporation, he or she shall
simultaneously submit his or her resignation from the Board of
Directors. In the event that a Director experiences a change in
their principal occupation or primary business affiliation, the
Director must submit their resignation from the Board to the
Nominating and Governance Committee. The Nominating and
Governance Committee shall recommend to the Board of Directors
whether the Board should accept such resignation. If the
Nominating and Governance Committee recommends acceptance of the
resignation, an affirmative vote of two-thirds of the remaining
Directors holding office is required to affirm the Nominating and
Governance Committee's recommendation. A resignation may be
tendered by any Director at any meeting of the shareholders or of
the Board of Directors, who shall at such meeting accept the same.
Section 4.6 REGULAR MEETINGS. - Regular meetings of the Board
of Directors shall be held at such time and place as may be
determined by the Board of Directors, but in no event shall the
Board meet less than once a year.
Section 4.7 SPECIAL MEETINGS. - Special meetings of the Board
of Directors may be called by or at the request of the Chairman
of the Board, the Vice Chairman of the Board, the Chief Executive
Officer or any two (2) Directors. The Chief Executive Officer or
Secretary may fix any place, either within or without the State
of Wisconsin, whether in person or by telecommunications, as the
place for holding any special meeting.
Section 4.8 NOTICE; WAIVER. - Notice of any meeting of the
Board of Directors, unless otherwise provided pursuant to Section
4.6, shall be given at least forty-eight (48) hours prior to the
meeting by written notice delivered personally or mailed to each
Director at such address designed by each Director, by telegram
or other form of wire or wireless communication. The notice need
not describe the purpose of the meeting of the Board of Directors
or the business to be transacted at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the
United States mail, so addressed, with postage prepared. Any
Director may waive notice of any meeting. The attendance of a
Director at a meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of business
because the meeting is not lawfully called or convened.
Section 4.9 QUORUM. - A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority
is present at a meeting, a majority of the Directors present may
adjourn the meeting to some other day without further notice.
Section 4.10 MEETING PARTICIPATION.
(a) Any or all members of the Board of Directors, or any
committee thereof, may participate in a regular or special
meeting by, or to conduct the meeting through, the use of any
means of communication by which any of the following occurs:
(i) All participating directors may simultaneously hear each
other during the meeting.
(ii) All communication during the meeting is immediately
transmitted to each participating director, and each
participating director is able to immediately send
messages to all other participating directors.
(b) If a meeting is conducted by the means of communication described herein,
all participating directors shall be informed that a meeting is taking place at
which official business may be transacted.
(c) A director participating in a meeting by means of such communication is
deemed to be present in person at the meeting.
Section 4.11 ACTION WITHOUT MEETING. - Any action required or
permitted to be taken at any meeting of the Directors of the
Corporation or of any committee of the Board 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 all of the
members of the Committee of Directors, as the case may be. Such
consent shall have the same force and effect as a unanimous vote
at a meeting and shall be filed with the Secretary of the
Corporation to be included in the official records of the
Corporation. The action taken is effective when the last
Director signs the consent unless the consent specifies a
different effective date.
Section 4.12 PRESUMPTION OF ASSENT. - A Director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless (a) the
Director objects at the beginning of the meeting or promptly upon
arrival to the holding of or transacting business at the meeting,
(b) the Director's dissent or abstention shall be entered in the
minutes of the meeting, (c) the Director shall file a written
dissent or abstention to such action with the presiding officer
of the meeting before the adjournment thereof or shall forward
such dissent or abstention by registered or certified mail to the
Secretary of the Corporation immediately after the adjournment of
the meeting, or (d) the Director shall file a written notice to
the Secretary of the Corporation promptly after receiving the
minutes of the meeting that the minutes failed to show the
Director's dissention or abstention from the action taken. Such
right to dissent or abstain shall not apply to a Director who
voted in favor of such action.
Section 4.13 VACANCIES. - Except as provided below, any vacancy
occurring in the Board of Directors or on any Committee of the
Board of Directors and any directorship to be filled by reason of
an increase in the number of Directors may be filled by the
affirmative vote of a majority of the Directors then in office,
even if less than a quorum of the Board of Directors. For a
period of time commencing on formation of Interstate Energy
Corporation and expiring on the date of the third annual meeting
of shareowners of the Corporation, the initially appointed IES,
IPC and WPLH directors, each as a separate group, shall be
entitled to nominate those persons who will be eligible to be
appointed, elected or re-elected as IES, IPC and WPLH Directors.
The Director or Directors so chosen shall hold office until the
next election of the Class for which such Director or Directors
shall have been chosen and until their successors shall have been
duly elected and qualified.
Section 4.14 COMPENSATION. - Compensation and expenses for
attendance at a regular or special meeting of the Board of
Directors, or at any committee meeting, shall be payable in such
amounts as determined from time to time by the Board of
Directors. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving
compensation therefor. Directors who are full time employees or
officers of the Corporation shall not receive any compensation.
ARTICLE V
COMMITTEES
Section 5.1 COMMITTEES. - The Board of Directors may, by
resolution passed by a majority of the whole Board, designate
from their number various Committees from time to time as
corporate needs may dictate. The Committees may make their own
rules of procedure and shall meet where and as provided by such
rules, or by resolution of the Board of Directors. A majority of
the members of the Committee shall constitute a quorum for the
transaction of business. Each Committee shall keep regular
minutes of its meetings and report the same to the Board of
Directors when required. The Committee may be authorized by the
Board of Directors to perform specified functions, except that a
committee may not do any of the following: (a) authorize
distributions; (b) approve or propose to shareowners action that
the Wisconsin Business Corporation Law requires to be approved by
shareowners; (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)
amend the Corporation's Articles of Incorporation; (e) adopt,
amend or repeal bylaws; (f) approve a plan of merger not
requiring shareowner 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.
Section 5.2 EXECUTIVE COMMITTEE. - An Executive Committee is
hereby established and shall consist of at least three (3)
members, including the Chairman of the Board. The Executive
Committee shall possess all the powers and authority of the Board
of Directors when said Board of Directors is not in session,
except for the powers and authorities set forth in Section 5.1.
Section 5.3 AUDIT COMMITTEE. - An Audit Committee is hereby
established and shall consist of at least three (3) Directors,
all of whom shall be outside members of the Board of Directors.
The members of the Committee shall be elected annually by a
majority vote of the members of the Board of Directors. Said
Committee shall meet at the call of any one of its members, but
in no event shall it meet less than once a year. Subsequent to
each such Committee meeting, a report of the actions taken by
such Committee shall be made to the Board of Directors.
Section 5.4 COMPENSATION AND PERSONNEL COMMITTEE. - A
Compensation and Personnel Committee is hereby established and
shall consist of at least three (3) Directors who are not and
never have been officers, employees or legal counsel of the
Company. The Chairperson and the members of the Compensation and
Personnel Committee shall be elected annually by a majority vote
of the members of the Board of Directors. Said Committee shall
meet at such times as it determines, but at least twice each
year, and shall meet at the request of the Chairman of the Board,
the Chief Executive Officer, or any Committee member. Subsequent
to each such Committee meeting, a report of the actions taken by
such Committee shall be made to the Board of Directors.
Section 5.5 NOMINATING AND GOVERNANCE COMMITTEE. - A
Nominating and Governance Committee shall be established and
shall consist of at least three (3) Directors, all of whom shall
be outside members of the Board of Directors. The Chairperson
and the members of the Nominating and Governance Committee shall
be elected annually by a majority vote of the members of the
Board of Directors. Said Committee shall meet at the call of any
one of its members, but in no event shall it meet less than once
a year. Subsequent to each such Committee meeting, a report of
the actions taken by such Committee shall be made to the Board of
Directors.
ARTICLE VI
OFFICERS
Section 6.1 OFFICERS. - The Board of Directors shall elect a
Chief Executive Officer, a President, such number of Vice
Presidents with such designations as the Board of Directors at
the time may decide upon, a Secretary, a Treasurer and a
Controller. The Chief Executive Officer may appoint such other
officers and assistant officers as may be deemed necessary. The
same person may simultaneously hold more than one such office.
Section 6.2 TERM OF OFFICERS. - All Officers, unless sooner
removed, shall hold their respective offices until their
successors, willing to serve, shall have been elected but any
Officer may be removed from Office at any time by the Board of
Directors.
Section 6.3 REMOVAL OF OFFICERS. - Any officer may be removed
by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an
officer shall not of itself create contract rights.
Section 6.4 CHIEF EXECUTIVE OFFICER. - Subject to the control
of the Board of Directors the Chief Executive Officer designated
by the Board of Directors shall have and be responsible for the
general management and direction of the business of the
Corporation, shall establish the lines of authority and
supervision of the Officers and employees of the Corporation,
shall have the power to appoint and remove and discharge any and
all agents and employees of the Corporation not elected or
appointed directly by the Board of Directors. and shall assist
the Board in the formulation of policies of the Corporation. The
Chairperson of the Board, if Chief Executive Officer, may
delegate any part of his or her duties to the President, or to
one or more of the Vice Presidents of the Corporation.
Section 6.5 PRESIDENT. - The President, when he or she is not
designated as and does not have the powers of the Chief Executive
Officer, shall have such other powers and duties as may from time
to time be prescribed by the Board of Directors or be delegated
to him or her by the Chairperson of the Board or the Chief
Executive Officer.
Section 6.6 VICE PRESIDENTS. - The Vice Presidents shall have
such powers and duties as may be prescribed for him or her by the
Board of Directors and the Chief Executive Officer. In the
absence of or in the event of the death of the Chief Executive
Officer and the President, the inability or refusal to act, or in
the event for any reason it shall be impracticable for Chief
Executive Officer and the President to act personally, the Vice
President (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the Chief
Executive Officer and the President, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer and the President. The
execution of any instrument of the Corporation by any Vice
President shall be conclusive evidence, as to third parties, of
his or her authority to act in the stead of the Chief Executive
Officer and the President.
Section 6.7 SECRETARY. - The Secretary shall attend all
meetings of the Board of Directors, shall keep a true and
faithful record thereof in proper books to be provided for that
purpose, and shall be responsible for the custody and care of the
corporate seal, corporate records and minute books of the
Corporation, and of all other books, documents and papers as in
the practical business operation of the Corporation shall
naturally belong in the office or custody of the Secretary, or
shall be placed in his or her custody by the Chief Executive
Officer or by the Board of Directors. He or she shall also act
as Secretary of all shareowners' meetings, and keep a record
thereof. He or she shall, except as may be otherwise required by
statute or by these bylaws, sign, issue and publish all notices
required for meetings of shareowners and of the Board of
Directors. He or she shall be responsible for the custody of the
stock books of the Corporation and shall keep a suitable record
of the addresses of shareowners. He or she shall also be
responsible for the collection, custody and disbursement of the
funds received for dividend reinvestment. He or she shall sign
stock certificates, bonds and mortgages, and all other documents
and papers to which his or her signature may be necessary or
appropriate, shall affix the seal of the Corporation to all
instruments requiring the seal, and shall have such other powers
and duties as are commonly incidental to the office of Secretary,
or as may be prescribed for him or her by the President or by the
Board of Directors.
Section 6.8 TREASURER. - The Treasurer shall have charge of,
and be responsible for, the collection, receipt, custody and
disbursement of the funds of the Corporation, and shall deposit
its funds in the name of the Corporation in such banks or trust
companies as he or she shall designate and shall keep a proper
record of cash receipts and disbursements. He or she shall be
responsible for the custody of such books, receipted vouchers and
other books and papers as in the practical business operation of
the Corporation shall naturally belong in the office or custody
of the Treasurer, or shall be placed in his or her custody by the
President, or by the Board of Directors. He or she shall sign
checks, drafts, and other paper providing for the payment of
money by the Corporation for operating purposes in the usual
course or business. He or she may, in the absence of the
Secretary and Assistant Secretaries sign stock certificates. The
Treasurer shall have such other powers and duties as are commonly
incidental to the office of Treasurer, or as may be prescribed
for him or her by the President or by the Board of Directors.
Section 6.9 CONTROLLER. - The Controller shall be the
principal accounting Officer of the Corporation. He or she shall
have general supervision over the books of accounts of the
Corporation. He or she shall examine the accounts of all
Officers and employees from time to time and as often as
practicable, and shall see that proper returns are made of all
receipts from all sources. All bills, properly made in detail
and certified, shall be submitted to him or her, and he or she
shall audit and approve the same if found satisfactory and
correct, but he or she shall not approve any voucher unless
charges covered by the voucher have been previously approved
through work orders, requisition or otherwise by the head of the
department in which it originated, or unless he or she shall be
otherwise satisfied of its propriety and correctness. He or she
shall have full access to all minutes, contracts, correspondence
and other papers and records of the Corporation relating to its
business matters, and shall be responsible for the custody of
such books and documents as shall naturally belong in the custody
of the Controller and as shall be placed in his or her custody by
the President or by the Board of Directors. The Controller shall
have such other powers and duties as are commonly incidental to
the office of Controller, or as may be prescribed for him or her
by the President or by the Board of Directors.
Section 6.10 ASSISTANT OFFICERS. - The Assistant Secretaries,
Assistant Treasurers, Assistant Controllers, and other Assistant
Officers shall respectively assist the Secretary, Treasurer,
Controller, and other Officers of the Corporation in the
performance of the respective duties assigned to such principal
Officer, and in assisting his or her principal Officer each
assistant Officer shall to that extent and for such purpose have
the same powers as his or her principal Officer. The powers and
duties of any such principal Officer shall temporarily devolve
upon an assistant Officer in case of the absence, disability,
death, resignation or removal from office of such principal
Officer.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.1 CERTIFICATES FOR SHARES. - Each certificate
representing shares of the Corporation shall state upon the face
(a) that the Corporation is organized under the laws of the State
of Wisconsin, (b) the name of the person to whom issued, (c) the
number and class of shares, and the designation of the series, if
any, which such certificate represents, and (d) the par value of
each share, if any, and each such certificate shall otherwise be
in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board,
or the Chief Executive Officer or the President and by the
Secretary or an Assistant Secretary and shall be sealed with the
corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate
is manually signed on behalf of a transfer agent and registrar.
In case any officer or other authorized person who has signed or
whose facsimile signature has been placed upon such certificate
for the Corporation shall have ceased to be such officer or
employee or agent before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person
where an officer or employee or agent at the date of its issue.
Each certificate for shares shall be consecutively numbered or
otherwise identified.
All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall
have been surrendered and canceled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
Section 7.2 TRANSFER OF SHARES. - Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by such person's
legal representative, who shall furnish proper evidence of
authority to transfer, or authorized attorney, by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares.
Subject to the provisions of Section 3.12 of Article
III of these Bylaws, the person in whose name shares stand on the
books of the Corporation shall be treated by the Corporation as
the owner thereof for all purposes, including all rights deriving
from such shares, and the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares, on the part of any
other person, including (without limitation) a purchaser,
assignee or transferee of such shares, or rights deriving from
such shares, unless and until such purchaser, assignee,
transferee or other person becomes the record holder of such
shares, whether or not the Corporation shall have either actual
or constructive notice of the interest of such purchaser,
assignee, transferee or other person. Except as provided in said
Section 3.12 hereof, no such purchaser, assignee, transferee or
other person shall be entitled to receive notice of the meetings
of shareholders, to vote at such meetings, to examine the
complete record of the shareholders entitled to vote at meetings,
or to own, enjoy or exercise any other property or rights
deriving from such shares against the Corporation, until such
purchaser, assignee, transferee or other person has become the
record holder of such shares.
Section 7.3 LOST, DESTROYED OR STOLEN CERTIFICATES. - When the
owner claims that certificates for shares have 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, (b) files with the Corporation a sufficient
indemnity bond if required by the Corporation and (c) satisfies
such other reasonable requirements as may be provided by the
Corporation.
Section 7.4 STOCK REGULATIONS. - The Board of Directors shall
have the power and authority to make all such further rules and
regulations not inconsistent with law as it may deem expedient
concerning the issue, transfer and registration of shares of the
Corporation.
ARTICLE VIII
INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS
Section 8.1 INDEMNIFICATION. - The Corporation shall, to the
fullest extent permitted or required by Sections 180.0850 to
180.0859, inclusive, of the Wisconsin Business Corporation Law,
including any amendments thereto (but in the case of any such
amendment, only to the extent such amendment permits or requires
the corporation to provide broader indemnification rights than
prior to such amendment), indemnify its Directors, Officers,
employees and agents against any and all Liabilities, and advance
any and all reasonable Expenses, incurred thereby in any
Proceeding to which any such Director, Officer, employee or agent
is a Party because he or she is or was a Director, Officer,
employee or agent of the Corporation. The rights to
indemnification granted hereunder shall not be deemed exclusive
of any other rights to indemnification against Liabilities or the
advancement of Expenses which a Director, Officer, employee or
agent may be entitled under any written agreement, Board
resolution, vote of shareowners, the Wisconsin Business
Corporation Law or otherwise. The Corporation may, but shall not
be required to, supplement the foregoing rights to
indemnification against Liabilities and advancement of Expenses
under this Section 8.1 by the purchase of insurance on behalf of
any one or more of such Directors, Officers, employees or agents,
whether or not the Corporation would be obligated to indemnify or
advance Expenses to such Director, Officer, employee or agent
under this Section 8.1. All capitalized terms used in this
Article VIII and not otherwise defined herein shall have the
meaning set forth in Section 180.0850 of the Wisconsin Business
Corporation Law.
ARTICLE IX
MISCELLANEOUS
Section 9.1 FISCAL YEAR. - The fiscal year of the Corporation
shall be the calendar year.
Section 9.2 DIVIDENDS. - Subject to the provisions of law or
the Articles of Incorporation, the Board of Directors may, at any
regular or special meeting, declare dividends upon the capital
stock of the Corporation payable out of surplus (whether earned
or paid-in) or profits as and when they deem expedient. Before
declaring any dividend there may be set apart out of surplus or
profits such sum or sums as the directors from time to time in
their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for such other purposes as the
directors shall deem conducive to the interests of the
Corporation.
Section 9.3 CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND OTHER
INSTRUMENTS. - All contracts, checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such
officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by
resolution of the Board of Directors. The Board may authorize by
resolution any officer or officers to enter into and execute any
contract or instrument of indebtedness in the name of the
Corporation, and such authority may be general or confined to
specific instances. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such banks or other depositories as the
Treasurer may authorize.
All contracts, deeds, mortgages, leases or instruments
that require the corporate seal of the Corporation to be affixed
thereto shall be signed by the President or a Vice President, and
by the Secretary, or an Assistant Secretary, or by such other
officer or officers, or person or persons, as the Board of
Directors may be resolution prescribe.
Section 9.4 VOTING OF SHARES OWNED BY THE
CORPORATION. - Subject always to the specific directions of the
Board of Directors, any share or shares of stock issued by any
other corporation and owned or controlled by the Corporation may
be voted at any shareholders' meeting of such other corporation
by the Chief Executive Officer of the Corporation, if present, or
if absent by any other officer of the Corporation who may be
present. Whenever, in the judgment of the Chief Executive
Officer, or if absent, of any officer, it is desirable for the
Corporation to execute a proxy or give a shareholders' consent in
respect to any share or shares of stock issued by any other
corporation and owned by the Corporation, such proxy or consent
shall be executed in the name of the Corporation by the Chief
Executive Officer or one of the officers of the Corporation and
shall be attested by the Secretary or an Assistant Secretary of
the Corporation without necessity of any authorization by the
Board of Directors. 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 the share or
shares of stock issued by such other corporation and owned by the
Corporation in the same manner as such share or shares might be
voted by the Corporation.
ARTICLE X
AMENDMENT OR REPEAL OF BYLAWS
Section 10.1 AMENDMENTS BY BOARD OF DIRECTORS. - Except as
otherwise provided by the Wisconsin Business Corporation Law or
the Articles of Incorporation, these Bylaws may be amended or
repealed and new Bylaws may be adopted by the Board of Directors
by the affirmative vote of a majority of the number of directors
present at any meeting at which a quorum is in attendance;
provided, however, that the shareowners in adopting, amending or
repealing a particular bylaw may provide therein that the Board
of Directors may not amend, repeal or readopt that bylaw.
Section 10.2 IMPLIED AMENDMENT. - Any action taken or
authorized by the shareowners or by the Board of Directors which
would be inconsistent with the Bylaws then in effect but which is
taken or authorized by affirmative vote of not less than the
number of shares or the number of directors required to amend the
Bylaws so that the Bylaws would be consistent with such action
shall be given the same effect as though the Bylaws had been
temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.
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I,________________________________________________, do hereby
certify that I am the duly elected and acting _______________
Corporate Secretary of Alliant Energy Corporation, a Wisconsin
corporation, organized under the laws of the State, and that I
have access to the corporate records of said Company, and as such
officer, I do further certify that the foregoing Bylaws were
adopted as of January 30, 2001.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the corporate seal of said Company this ____________ day of
___________________, _______.
___________________________________