EXHIBIT 3.6
BYLAWS
OF
IES UTILITIES INC.
Effective as of January 30, 2001
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The
principal office shall be in the City of Cedar Rapids, County of
Linn, State of Iowa. The Corporation may have other offices,
either within or without the State of Iowa, at such place or
places as the Board of Directors may from time to time appoint or
the business of the Corporation may require.
Section 1.2 REGISTERED OFFICE. - The registered office of
the Corporation required by the Iowa Business Corporation Act to
be maintained in the State of Iowa may be, but need not be
identical with the principal office in the State of Iowa, and the
address of the registered office may be changed from time to time
by the Board of Directors
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, IOWA." 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
Shareowners shall be held at such date and time as the Board of
Directors may determine. The Board of Directors may designate
any place for the Annual Meeting. If no designation is made, the
place of the Annual Meeting shall be the principal office of the
Corporation. The Annual Meeting shall be held for the purposes
of electing Directors and of transacting such other business as
may properly come before the meeting.
Section 3.2 SPECIAL MEETINGS. - Special Meetings of the
Shareowners may be called by the Board of Directors or the Chief
Executive Officer. The Corporation shall call a Special Meeting
of Shareowners in the event that the holders of at least ten
percent (10%) of all of the votes entitled to be cast on any
issue request a special meeting be held.
Section 3.3 NOTICE OF MEETINGS - WAIVER. - Notice of the
time and place of each Annual or Special Meeting of Shareowners
shall be sent by mail to the recorded address of each shareowner
not less than ten (10) days nor more than sixty (60) days before
the date of the meeting, except in cases where other special
method of notice may be required by statute, in which case the
statutory method shall be followed. The notice of a Special
Meeting shall state the purpose of the meeting. If an Annual or
Special Meeting of shareowners 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 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 record date.
Notice of any meeting of the shareowners may be waived by any
shareowner.
Section 3.4 FIXING OF RECORD DATE. - For the purpose of
determining shareowners entitled to notice of, or to vote at, any
meeting of shareowners, or at any adjournment thereof, or
shareowners entitled to receive payment of any dividend, or in
order to make a determination of shareowners for any other lawful
action, the Board of Directors may fix, in advance, a record date
for such determination of shareowners. Such date in case of a
meeting of shareowners or other lawful action shall not be less
than ten (10) days nor more than seventy (70) days prior to the
date of such meeting or lawful action. If no record date is
fixed by the Board of Directors or by statute for the
determination of shareowners entitled to demand a special meeting
as contemplated in Section 3.2 hereof, the record date shall be
the date that the first shareowner signs the demand. When a
determination of shareowners entitled to vote at any meeting of
shareowners has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the
meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting in which event
the Board of Directors must fix a new record date.
Section 3.5 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/her agent or attorney may
inspect the list at any time the meeting or any adjournment
thereof.
Section 3.6 QUORUM AND VOTING REQUIREMENTS. - Shares
entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the outstanding shares
entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for action on that matter. If a quorum
exists, except in the case of the election of Directors, action
on a matter shall be approved if the votes cast favoring the
action exceed the votes cast opposing the action, unless the
Corporation's Articles of Incorporation, any Bylaw adopted under
authority granted in the Articles of Incorporation or statute
requires a greater number of affirmative votes. Directors shall
be elected by a plurality of the votes cast by the shares
entitled to vote in the election of directors at a meeting at
which a quorum is present. Though less than a quorum of the
outstanding votes are represented at a meeting, a majority of the
votes 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 notified.
Section 3.7 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, 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 3.8 PROXIES. - Any shareowner having the right to
vote at a meeting of shareowners may exercise such right by
voting in person or by proxy at such meeting. Such proxies shall
be filed with the Secretary of the Corporation before or at the
time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided
in the proxy.
Section 3.9 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 3.10 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.
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 seventy (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 Iowa, 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:
1) All participating directors may simultaneously
hear each other during the meeting.
2) 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 Iowa Business Corporation Act 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 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 the 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 Iowa, (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 3.10 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 3.10 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 the Iowa Business
Corporation Act, 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 Iowa
Business Corporation Act 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.
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 by 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 Iowa 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.
I, __________________, do hereby certify that I am the duly
elected and acting __________ Corporate Secretary of IES
Utilities Inc., an Iowa 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
___________________, _____.
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