BYLAWS OF
WISCONSIN POWER AND LIGHT COMPANY
Revised at February 23, 1994
ARTICLE I
SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Wisconsin".
ARTICLE II
Stocks and Transfers
Section 1 - Each holder of fully paid stock shall be entitled to a
certificate or certificates of stock, stating the number of shares owned
by such shareowner and the designation of the Class and Series in which
issued. All stock certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary of the Company,
and be sealed with the corporate seal of the Company, which seal may be
facsimile, engraved or printed. If and when a Transfer Agent and/or a
Registrar shall have been appointed by the Board with respect to the
shares of any class of stock, or series thereof, of the Company, the
certificates representing such shares shall also be countersigned by such
Transfer Agent and/or countersigned and registered by such Registrar, as
the case may be. Certificates which have been countersigned by a Transfer
Agent and countersigned and registered by a Registrar, in both cases duly
appointed by the Board of Directors for such purpose, may bear the
signatures of the President or a Vice President and the Secretary or an
Assistant Secretary of the Company in facsimile, engraved or printed;
provided, that no certificate bearing the facsimile signatures of the
Officers of the Company shall be valid or effective for any purpose unless
and until it shall have been so countersigned and registered. In case any
such Officer who has signed any stock certificate, or whose facsimile
signature has been placed thereon, shall have ceased to be such Officer
before such certificate is issued, such certificate may be issued by the
Company with the same effect as if such Officer had not ceased to be such
at the date of its issue.
Section 2 - The stock of the Company shall be divided into such
Classes, with such relative rights and preferences, as shall be provided
by the Articles of Organization of the Company as the same may from time
to time be amended in accordance with the laws of Wisconsin.
Section 3 - Shares of stock shall be transferable only on the books
of the Company; and upon proper endorsement and surrender of the
outstanding certificates representing the same. Subject to such
conditions as the Board of Directors may, by Resolution, establish: (a)
If an outstanding certificate of stock shall be lost, destroyed or stolen,
the holder thereof may have a new certificate issued, upon producing
evidence satisfactory to the Officers of the Company, of such loss,
destruction or theft; and upon furnishing to the Company a bond of
indemnity, surety bond, or such other assurance as the Officers may
require. (b) Where any outstanding certificates of stock are deemed
abandoned by the holder thereof, pursuant to the unclaimed property or
escheatment laws of any state having jurisdiction thereof, the Officers of
the Company are authorized and directed to cause the transfer and delivery
of said certificates or to cause the issuance of replacement certificates,
to such person or persons as may be entitled thereto in accordance with
such escheatment laws.
Section 4 - Transfer books may be closed by order of the Board of
Directors for short periods, not exceeding forty days at any one time, for
any legal purpose, as the Board of Directors shall deem advisable.
ARTICLE III
Meetings of Shareowners
Section 1 - The Annual Meeting of the Shareowners shall be held on
the fourth Wednesday in May of each year (or if such day be a legal
holiday in Wisconsin, then upon the following day); or on such other day
of each year as the Board of Directors may determine. Each such meeting
shall be held at the hour of 10:00 o'clock A.M. at the office of the
Company in Madison, Wisconsin, unless the Board of Directors shall
otherwise order. The Annual Meeting shall be held for the purposes of
electing Directors, selecting the Company's independent auditors and of
transacting such other business as may properly come before the meeting.
Section 2 - Special Meetings of the shareowners may be called by the
Chairperson of the Board, the Chief Executive Officer; or by the Board of
Directors; or by the Secretary when requested by the owners of shares of
outstanding voting stock having in the aggregate a number of votes at
least equal to one-fifth of the aggregate number of votes possessed by all
such owners; or in such other manner as may be provided by statute.
Section 3 - 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 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 object of the meeting. Notice of any
meeting of the shareowners may be waived by any shareowners.
Section 4 - At all meetings of shareowners, the representation of
owners of that number of shares of stock entitled to vote at such meeting
having in the aggregate a number of votes at least equal to a majority of
the aggregate number of votes entitled to vote at such meeting shall be
necessary to constitute a quorum for the transaction of any business,
other than (a) adjourning from time to time until a quorum shall be
obtained, or (b) adjourning sine die, and for any such adjournment a
majority vote of whatever shares of stock shall be represented shall
be sufficient.
Section 5 - The Chairperson of the Board when he or she is the Chief
Executive Officer, and when he or she is not the Chief Executive Officer,
or in his or her absence or at his or her request the President, and in an
absence of both the Chairperson of the Board and the President, then a
Vice President, and if no Vice President be in attendance at the meeting,
then a Director selected by the Directors attending the meeting, or if no
selection is made, then the Director in attendance with the longest tenure
in such office, shall preside at each meeting of shareowners, and the
Secretary or an Assistant Secretary of the Company shall act as secretary
of each shareowner meeting.
Section 6 - 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.
ARTICLE IV
Board of Directors
Section 1 - The number of Directors constituting the Board of
Directors shall be a minimum of nine (9) and a maximum of thirteen (13).
Whenever a vacancy(ies) occurs on the Board of Directors such that there
are less than nine (9) Directors remaining, the remaining Directors shall
constitute the Board of Directors until the vacancy(ies) are filled by a
vote of the majority of the Directors remaining in office, even if less
than a quorum, said vacancy(ies) to be filled as soon as reasonably
possible. When there are nine (9) or more Directors and a vacancy occurs,
including a vacancy created by an increase in the number of Directors, it
shall be filled or not filled at the discretion of the Board of Directors.
Section 2 - 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 70 years of age shall resign from the Board of
Directors effective as of the next Annual Meeting of Shareowners. Except
for the Chief Executive Officer, any Officer or employee of the Company
serving as a Director who retires or resigns from his or her office or
employment with the Company shall simultaneously resign from the Board of
Directors. Any Director who is unavailable for reasonably regular
attendance at meetings of the Board shall resign as a Director.
Section 3 - The Board of Directors may hold regular or special
meetings in or outside the State of Wisconsin.
Section 4 - A regular meeting of the Board of Directors shall be held
within 30 days after the Annual Meeting of Shareowners in each year,
provided a quorum for such meeting can be obtained, and thereafter regular
meetings of the Board of Directors shall be held at such time and place
and in such manner as may be determined by the Board, at such hour as the
notice of meeting may provide.
Section 5 - Special meetings of the Board may be called at any time
by the Chairperson of the Board, or the Chief Executive Officer, or in the
absence of the Chairperson when Chief Executive Officer, by the President,
or by a Vice President when acting as Chief Executive Officer, or by any
two Directors, by mailing to each Director, not less than three days
before the time of such meeting, a written notice stating the time and
place and manner of holding such meeting.
Section 6 - (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 7 - Notice of any meeting of the Board may be waived by any
Director.
Section 8 - A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board, but a
fewer number may adjourn the meeting to some other day or sine die. The
person designated by Section 5 of Article III above shall preside at
meetings of the Board of Directors, and the Secretary or an Assistant
Secretary shall act as Secretary. The members of the Board who are
Officers or employees of the Company shall receive no separate fee for
serving as a Director of the Company. Other members of the Board shall be
paid such fees as the Board shall from time to time determine by
resolution.
ARTICLE V
Committees
Section 1 - The Board of Directors may, by resolution passed by a
majority of the whole Board, designate from their number an Executive
Committee of such number, not less than three, as the Board may fix from
time to time. The Executive Committee may make its 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. During the
intervals between the meetings of the Board of Directors, the Executive
Committee shall have all the powers of the Board in the management of the
business and affairs of the Company, including power to authorize the seal
of the Company to be affixed to all papers which may require it, and, by
majority vote of all its members, exercise any and all such powers in such
manner as such Committee shall deem best for the interests of the Company,
in all cases in which specific directions shall not have been given by the
Board of Directors.
Section 2 - The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
Section 3 - A Compensation and Personnel Committee is hereby
established. Said Committee 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 by a majority vote of the members of
the Board of Directors at the Annual Board meeting following the Annual
Meeting of Shareowners, except that any vacancies on said Committee may be
filled at any time by action of the Board of Directors. The Committee
shall have the following powers and responsibilities:
1. Review and recommend to the Board new employee benefit plans
or changes, i.e. pension, life, hospital, disability, etc.
2. Review major provisions of any negotiated union contracts
prior to or during negotiations.
3. Review and approve any executive officer employment
contract.
4. Review human resource development programs.
5. Review management development programs.
6. Review the internal equity and external competitiveness of
all executive, management and salary pay grades.
7. Review and authorize salary adjustments for all management
payroll and non-executive officers' pay grades as a group.
All salary ranges and performance for executive officers
shall be reviewed individually by the Committee.
8. Review as a group overall adjustments for all non-management
payroll salary grades.
9. Review personnel budgets.
Said Committee shall meet at such times as it determines, but at least
twice each year, and shall meet at the request of the Chief Executive
Officer, President or any Committee member. Such meeting may be held on a
day separate from or the same as the regular monthly meeting of the Board
of Directors. Subsequent to each such Committee meeting, a report of the
actions taken by such Committee shall be made to the Board of Directors.
Section 4 - An Audit Committee is hereby established and shall
consist of at least three (3) members all of whom shall be outside members
of the Board of Directors. The Chairperson and the members of the
Committee shall be elected by a majority vote of the members of the Board
of Directors at the Annual Board Meeting following the Annual Meeting of
Shareowners, except that any vacancies on said Committee may be filled at
any time by action 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. Such meeting may be held on a day separate from or the
same as the regular monthly meeting of the Board of Directors. Subsequent
to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
The functions of said Committee shall be to:
1. Recommend to the shareowners the independent auditors of the
Company.
2. Discuss with the independent auditors the scope of their audit.
3. Discuss with the independent auditors and the management the
Company's accounting principles, policies and practices and its
reporting policies and practices.
4. Discuss with the independent auditors the results of their audit.
5. Discuss with the independent auditors the adequacy of the
Company's or any of its subsidiaries accounting, financial and
operating controls.
6. Discuss with the Company's Director of Internal Audits the scope
and results of internal audits and initiate such accounting
principles, policies and practices, and reporting policies and
practices as it may deem necessary or proper.
7. Approve or disapprove annually, each defined group of non-audit
services performed by the independent auditors, which
consideration may occur before or after performance, giving due
regard to the possible effect of such performance upon the
independence of the independent auditors; and, if considered
prior to such performance, shall include a limitation upon the
magnitude of such services.
Section 5 - A Corporate Operations Review Committee is hereby
established. Such Committee shall consist of at least three members of
the Board of Directors. The Chairperson and the members of the Committee
shall be elected by a majority vote of the Board of Directors at the
Annual Board Meeting following the Annual Meeting of Shareowners, except
any vacancies on said Committee may be filled at any time by action of the
Board of Directors. Said Committee shall meet at least once annually at
such time and place as it determines, and at other times upon the call of
the Chairperson or any other member of the Committee. Such meeting may be
held on a day separate from or the same as the regular meeting of the
Board of Directors.
The functions of said Committee shall be to:
1. Review proposed operating and construction budgets, financing
plans and other significant project plans and make
recommendations to the Board of Directors.
2. Examine corporate operations and performance against established
budgets, plans and objectives.
3. Review corporate policies as required and make recommendations to
the Board of Directors concerning policy changes and the
establishment of new policies.
4. Periodically review selected operating issues and processes.
Section 6 - A Nominating Committee shall be established and shall
consist of at least three (3) members, all of whom shall be outside
members of the Board. The Chairperson and the members of the Committee
shall be elected by a majority vote of the members of the Board of
Directors at the Annual Board Meeting following the Annual Meeting of
Shareowners, except that any vacancies on said Committee may be filled at
any time by action 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 for the express purpose of recommending nominees for
election to the Board at the Annual Meeting of Shareowners.
The function of this Committee shall be to recommend to the Board of
Directors nominations for election to the Board of Directors and to review
the appropriateness of continued membership on the Board of present Board
members.
Section 7 - A Special Finance Committee shall be established to act
on behalf of the board with respect to the issuance of securities by the
Company. The members of the Committee shall be the President and Chief
Executive Officer, the Chief Financial Officer, and the Vice President and
General Counsel. The Committee shall act only in accordance with such
specific instructions as the Board shall, by resolution, prescribe. The
Committee shall meet as it shall determine. The act of a majority of the
members shall be the act of the Committee.
Section 8 - An Environmental Affairs Committee is hereby established.
Such Committee shall consist of three to five members of the Board of
Directors. The Chairperson of the Committee shall be elected by a
majority vote of the Board of Directors at the Annual Board meeting
following the Annual Meeting of Shareowners, except a vacancy in said
position may be filled at any time by action of the Board of Directors.
The Chairperson, the Chief Executive Officer and the President of the
Company shall be ex officio members serving in an advisory capacity. Said
Committee shall meet at least once annually at such time and place as it
determines, and at other times upon the call of the Chairperson or any
other member of the Committee. Such meeting may be held on a day separate
from or the same as the regular monthly meeting of the Board of Directors.
The Committee shall report on its reviews, and, as appropriate, make
recommendations to the Board of Directors.
The responsibility of said Committee shall be to review environmental
policy and planning issues of interest to the Company, including matters
involving the Company before environmental regulatory agencies and
compliance with air, water, and waste regulations.
Section 9 - A majority of the members of a committee shall constitute
a quorum for the transaction of business at any meeting of a committee of
the Board, but a fewer number may adjourn the meeting to some other day or
sine die. Each committee shall arrange for the keeping of its
own minutes.
ARTICLE VI
Officers
Section 1 - There shall be elected by the Board of Directors at its
first regular meeting after the Annual Meeting of Shareowners in each
year, a Chief Executive Officer, who may be designated either Chairperson
of the Board or President or both. The Board may elect a Chairperson of
the Board who is not designated the Chief Executive Officer. At the same
meeting the Board shall elect the following principal Officers, namely, 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. Any two of such offices, except those of President and
Vice President, those of Chairperson of the Board and Secretary, and
except those of President and Secretary, may be held and the duties
thereof may be performed by one person. The Board of Directors in its
discretion may also elect for any year one or more Assistant Secretaries,
one or more Assistant Treasurers, one or more Assistant Controllers, and
such other Officers as may from time to time be provided for by the Board
of Directors. All Officers unless sooner removed shall hold their
respective offices until the first regular meeting of the Board of
Directors after the next succeeding Annual Meeting of Shareowners and
until their successors, willing to serve, shall have been elected, but any
Officer may be removed from office at any time at the pleasure of the
Board of Directors. All Officers shall be bonded in such form, in such
amounts, and with such sureties as determined by the Board of Directors.
Section 2 - 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 Company, shall establish the lines of authority and
supervision of the Officers and employees of the Company, shall have the
power to appoint and remove and discharge any and all agents and employees
of the Company not elected or appointed directly by the Board of
Directors, and shall assist the Board in the formulation of policies of
the Company. The Chairperson of the Board if the 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 Company.
Section 3 - 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 to the Chief Executive Officer for consultation and
advice.
Section 4 - 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 usually devolve upon the President of a Company
and such other and further 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. In the absence or inability to act of the
Chairperson of the Board to act as Chief Executive Officer the powers and
duties of the Chief Executive Officer shall temporarily devolve upon the
President.
Section 5 - Each of the Vice Presidents shall have such powers and
duties as may be prescribed for him or her by the Board of Directors and
by the Chief Executive Officer.
Section 6 - 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
Company, and of all other books, documents and papers as in the practical
business operation of the Company 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 Company 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 Chief Executive Officer or by the Board of
Directors.
Section 7 - The Treasurer shall have charge of, and be responsible
for, the collection, receipt, custody and disbursement of the funds of the
Company, and shall deposit its funds in the name of the Company in such
banks, trust companies, or safety vaults as the Board of Directors may
direct, and shall keep a proper record of cash receipts and disbursements.
He or she may, in the absence of the Secretary and Assistant Secretaries
sign stock certificates. 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 Company shall naturally belong in the
office or custody of the Treasurer, or shall be placed in his or her
custody by the Chief Executive Officer, or by the Board of Directors. He
or she shall sign checks, drafts, and other paper providing for the
payment of money by the Company for operating purposes in the usual course
of business, and 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 Chief Executive Officer or by the Board of Directors.
Section 8 - The Controller shall be the principal accounting Officer
of the Company. He or she shall have general supervision over the books
of accounts of the Company. 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 Company 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 Chief Executive Officer 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 Chief Executive Officer or by the Board of Directors.
Section 9 - The Assistant Secretaries, Assistant Treasurers and
Assistant Controllers shall respectively assist the Secretary, Treasurer
and Controller of the Company 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.
Section 10 - In the event of the untimely death or absence or
inability to act of the Chief Executive Officer, his or her powers and
duties shall devolve temporarily in the following manner: first to any
former Chief Executive Officer who is a member of the Board, next, to the
Board member with the longest tenure on the Board. Within sixty (60)
days, the temporary Chief Executive Officer shall notify the outside
members of the Board of the absence or inability to act of the Chief
Executive Officer and shall convene a meeting of the outside members of
the Board, who shall act as a Committee. The Committee shall determine
and evaluate all the facts pertinent to the Chief Executive Officer's
absence or inability to act, and then make such recommendations to the
Board of Directors as it deems appropriate under the circumstances. The
Board of Directors shall meet and act upon said recommendations within
thirty (30) days following the determinations of said Committee.
ARTICLE VII
Cash Management
Section 1 - Deposits - The funds of the Company shall be deposited to
its credit in such banks or trust companies ("depositories") as the
Treasurer and Vice President-Finance shall designate or in the manner
provided in Paragraph 5 of Section 2 of this Article. All deposits in any
depository shall be made initially to the general account of the Company
and not to any special account, fund or deposit. All special accounts,
funds or deposits shall be created and maintained solely by transfers of
funds from the general account.
Section 2 - Withdrawals and Check Signing -
1. Funds shall be withdrawn only by Company check or draft except:
a. to effect transfers of funds between Company accounts
maintained at one or more depositories;
b. as provided in paragraph 5 of this Section 2 and Section 3 of
this Article; or
c. as provided by resolution of the Board of Directors.
2. No debts shall be contracted except for current expenses unless
authorized by the Board of Directors or the Executive Committee,
and no invoices shall be paid by the Treasurer unless audited and
approved by the Controller or by a person or committee
specifically authorized by the Board of Directors or the
Executive Committee to audit and approve invoices for payment.
3. Checks, drafts and notes drawn on any account or deposit of the
Company (except those special purpose accounts specified in
paragraphs 5 and 6 of this Section and except drafts specified in
paragraph 7 of this Section) shall be valid instruments when
signed on behalf of the Company by the Vice President-Finance,
the Treasurer or an Assistant Treasurer. Instruments may be
signed by the facsimile signature of the Vice President-Finance
or the Treasurer.
4. For the purposes of this Section, a facsimile signature of any
Officer of the Company shall mean a stamp or perforation of that
Officer's signature. Each depository is authorized to honor
instruments signed in this manner provided the facsimile
resembles a specimen on file which has been certified by the
Secretary or other duly authorized Officer of the Company.
5. In addition to the provisions of Section 1 of this Article VII,
the Treasurer of the Company is authorized to establish petty
cash funds, on an imprest basis. Each such account shall be
designated as a "Cashier's Trust Account" and shall be separately
maintained and accounted for by the cashier or other employee
assigned such responsibility by the Treasurer.
a. Checks drawn on a Cashier's Trust Account may be signed and
countersigned on behalf of the Company by such employees as
the Treasurer or Vice President-Finance may from time to time
authorize and designate; provided, however, that no such
check shall be signed and countersigned by the same person.
b. No payment out of petty cash funds, whether by cash or check,
shall exceed $2,500 in the case of payments by district
offices, area offices or the Treasury Department, or $1,000
in the case of payments by generating stations.
6. Checks drawn on special accounts which the Company creates or
maintains for the payment of dividends may be signed by the
manual or facsimile signature of its Chief Executive Officer
or President and shall not require any countersignature.
7. Sight drafts may be drawn on the Treasury of the Company as
follows:
a. Any employee authorized by the treasurer of the Company may
draw such sight drafts in amounts not exceeding $10,000
payable to any one person in exchange for release of the
Company from claims for personal injury and/or property
damage.
b. Any employee or agent authorized by the treasurer of the
Company may draw such sight drafts in amounts not exceeding
$7,500 payable to any one person or in any transaction for
right-of-way easements, reimbursements for damages to land,
payments to bind agreements for purchases of real estate and
payments of document recording fees.
8. All bonds and notes issued under an indenture or mortgage shall
be executed on behalf of the Company by the manual or facsimile
signature of its Chief Executive Officer, President or a Vice
President and its Secretary or an Assistant Secretary, unless
otherwise provided by resolution of the Board of Directors.
Section 3 - Special Withdrawals - The President, any Vice President,
the Treasurer, or any Assistant Treasurer of the Company, or any person
authorized in writing by any of the foregoing Officers, is authorized to
direct any depository:
1. to charge amounts directly to the account of the Company without
the issuance of a check or draft of the Company, for the purpose
of paying principal of and interest on bonds and notes issued by
the Company, and
2. to accept and process data submitted via electronic means or by
wire transfer for purposes of receipt or disbursement of funds;
provided that such direction is in writing and describes the type of such
transactions permitted to be made by such depository.
ARTICLE VIII
Miscellaneous
Section 1 - All dividends shall be declared by a vote of the Board of
Directors.
Section 2 - The fiscal year of the Company shall close at the end of
December of each calendar year.
Section 3 - All or any shares of stock of any corporation owned by
this Company may be voted at any meeting of the shareowners of such
corporation by the Chief Executive Officer of this Company or such other
person as may be designated by the Chief Executive Officer for that
purpose, upon any question that may be presented at such meeting, and the
Chief Executive Officer or such other person may, on behalf of the
Company, waive any notice of the calling of such meeting required by any
statute or by-law and consent to the holding of any such meeting without
notice. The Chief Executive Officer or such other person as may be
designated by the Board of Directors to vote stock owned by this Company
shall have authority to give to any person a written proxy, in the name of
this Company and under its corporate seal, to vote at any meeting of the
shareowners of any corporation all or any shares of stock of such
corporation owned by this Company, upon any question that may be presented
at such meeting, with full power to waive any notice of the calling of
such meeting required by any statute or by-law and to consent to the
holding of any such meeting without notice.
ARTICLE IX
Amendment or Repeal of Bylaws
These bylaws may be altered, amended or repealed by the Board of
Directors at any regular or special meeting of the Board, or at any Annual
Meeting or Special Meeting of Shareowners by the affirmative vote of
owners of shares of outstanding voting stock of the Company having in the
aggregate a number of votes at least equal to a majority of the aggregate
number of votes possessed by all such owners (provided it shall have been
stated in the notice calling any such Special Meeting of Shareowners that
it is proposed at such meeting to alter, amend or rescind the bylaws), or
in such other manner as may be provided by law or in the Restated Articles
of Organization.
ARTICLE X
Indemnification and Liability of
Corporate Directors and Officers
Section 1 - Definitions Applicable to Article X - In this
Article X:
1. "Corporation" means Wisconsin Power and Light Company.
2. "Director or Officer" means any of the following:
a. A natural person who is or was a Director or Officer of the
Corporation.
b. A natural person who, while a Director or Officer of the
Corporation, is or was serving at the Corporation's request
as a Director, Officer, partner, trustee, member of any
governing or decision-making committee, employee or agent of
another corporation or foreign corporation, partnership,
joint venture, trust or other enterprise.
c. A natural person who, while a Director or Officer of the
Corporation, is or was serving an employee benefit plan
because his or her duties to the Corporation also impose
duties on, or otherwise involve services by, the person to
the plan or to participants in or beneficiaries of the plan.
d. Unless the context requires otherwise, the estate or personal
representative of a Director or Officer.
3. "Expenses" include fees, costs, charges, disbursements, attorney
fees and any other expenses incurred in connection with a
proceeding.
4. "Liability" includes the obligation to pay a judgment,
settlement, penalty, assessment, forfeiture or fine, including an
excise tax assessed with respect to an employee benefit plan, and
reasonable expenses.
5. "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent in a
proceeding.
6. "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit,
arbitration or other proceeding, whether formal or informal,
which involves foreign, federal, state or local law and which is
brought by or in the right of the Corporation or by any other
person.
Section 2 - Mandatory Indemnification -
1. The Corporation shall indemnify a Director or Officer, to the
extent he or she has been successful on the merits or
otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if the Director or
Officer was a party because he or she is a Director or
Officer of the Corporation.
2. a. In cases not included under sub. 1., the Corporation shall
indemnify a Director or Officer against liability incurred by
the Director or Officer in a proceeding to which the Director
or Officer was a party because he or she is a Director or
Officer of the Corporation, unless liability was incurred
because the Director or Officer breached or failed to perform
a duty he or she owes to the Corporation and the breach or
failure to perform constitutes any of the following:
1) A willful failure to deal fairly with the Corporation or
its shareholders in connection with a matter in which the
Director or Officer has a material conflict of interest.
2) A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful.
3) A transaction from which the Director or Officer derived
an improper personal profit.
4) Willful misconduct.
b. Determination of whether indemnification is required under
this subsection shall be made under Section 3.
c. The termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption
that indemnification of the Director or Officer is not
required under this subsection.
3. A Director or Officer who seeks indemnification under this
section shall make a written request to the Corporation.
4. a. Indemnification under this Article X is not required to the
extent limited by the articles of incorporation under
Section 180.048, Wis. Stats.
b. Indemnification under this Article X is not required if the
Director or Officer has previously received indemnification
or allowance of expenses from any person, including the
Corporation, in connection with the same proceeding.
Section 3 - Determination of Right to Indemnification - Unless
otherwise provided by the articles of incorporation or bylaws or by
written agreement between the Director or Officer and the Corporation, the
Director or Officer seeks indemnification under Section 2, 2. shall select
one of the following means for determining his or her right to
indemnification:
1. By a majority vote of a quorum of the Board of Directors
consisting of Directors not at the time parties to the same or
related proceedings. If a quorum of disinterested Directors
cannot be obtained, by majority vote of a committee duly
appointed by the Board of Directors and consisting solely of 2 or
more Directors not at the time parties to the same or related
proceedings. Directors who are parties to the same or related
proceedings may participate in the designation of members of the
committee.
2. By independent legal counsel selected by a quorum of the Board of
Directors or its committee in the manner prescribed in 1., above,
if unable to obtain such a quorum or committee, by a majority
vote of the full Board of Directors, including Directors who are
parties to the same or related proceedings.
3. By a panel of three arbitrators consisting of one arbitrator
selected by those Directors entitled under 2., above, to select
independent legal counsel, one arbitrator selected by the
Director or Officer seeking indemnification and one arbitrator
selected by the two arbitrators previously selected.
4. By an affirmative vote of shares as provided in Section 180.28,
Wis. Stats., shares owned by, or voted under the control of,
persons who are at the time parties to the same or related
proceedings, whether as plaintiffs or defendants or in any other
capacity, may not be voted in making the determination.
5. By a court under Section 180.051, Wis. Stats., as created by 1987
Wisconsin Act 13.
6. By any other method provided for in any additional right to
indemnification permitted under Section 5, below.
Section 4 - Allowance of Expenses as Incurred - Upon written request
by a Director or Officer who is a party to a proceeding, the Corporation
may pay or reimburse his or her reasonable expenses as incurred if the
Director or Officer provides the Corporation with all of the following:
1. A written affirmation of his or her good faith belief that he or
she has not breached or failed to perform his or her duties to
the Corporation.
2. A written undertaking, executed personally or on his or her
behalf, to repay the allowance and/if required by the
Corporation, to pay reasonable interest on the allowance to the
extent that it is ultimately determined under Section 3, above,
that indemnification under Section 2, above, is not required and
that indemnification is not ordered by a court. The undertaking
under this subsection shall be an unlimited general obligation of
the Director or Officer and may be accepted without reference to
his or her ability to repay the allowance. The undertaking may
be secured or unsecured.
Section 5 - Additional Rights to Indemnification and Allowance of
Expenses
1. Except as provided in 2. below, Sections 2 and 4 above, do not
preclude any additional right to indemnification or allowance of
expenses that a Director or Officer may have under any of the
following:
a. The articles of incorporation or bylaws.
b. A written agreement between the Director or Officer and the
Corporation.
c. A resolution of the Board of Directors.
d. A resolution, after notice, adopted by a majority vote of all
the Corporation's voting shares then issued and outstanding.
2. Regardless of the existence of an additional right under
subsection 1., above, the Corporation may not indemnify a
Director or Officer, or permit a Director or Officer to retain
any allowance of expenses unless it is determined by or on behalf
of the Corporation that the Director or Officer did not breach or
fail to perform a duty he or she owes to the Corporation which
constitutes conduct under Section 2, 2. a. 1), 2), 3) or 4). A
Director or Officer who is a party to the same or related
proceeding for which indemnification or an allowance of expenses
is sought may not participate in a determination under this
subsection.
3. No provision of this Article X shall affect the Corporation's
power to pay or reimburse expenses incurred by a Director or
Officer in any of the following circumstances:
a. As a witness in a proceeding to which he or she is not a
party.
b. As a plaintiff or petitioner in a proceeding because he or
she is or was an employee, agent, Director or Officer of the
Corporation.
Section 6 - Insurance - The Corporation may purchase and maintain
insurance on behalf of an individual who is an employee, agent, Director
or Officer of the Corporation against liability asserted against or
incurred by the individual in his or her capacity as an employee, agent,
Director or Officer or arising from his or her status as an employee,
agent, Director or Officer, regardless of whether the Corporation is
required or authorized to indemnify or allow expenses to the individual
against the same liability under Sections 2, 3, 4 or 5 of this Article X.
Section 7 - Indemnification and Insurance Against Securities
Law Claims - Sections 1 through 6, inclusive, apply to the extent
applicable to any other proceeding, to any proceeding involving a federal
or state statute, rule or regulation regulating the offer, sale or
purchase of securities, securities brokers or dealers, or investment
companies or investment advisers.
Section 8 - Reliance by Directors or Officers -
1. Unless the Director or Officer has knowledge that makes reliance
unwarranted, a Director or Officer, in discharging his or her
duties to the Corporation, may rely on information, opinions,
reports or statements, any of which may be written or oral,
formal or informal, including financial statements and other
financial data, if prepared or presented by any of the following:
a. An Officer or employee of the Corporation whom the Director
or Officer believes in good faith to be reliable and
competent in the matters presented.
b. Legal counsel, public accountants or other persons as to
matters the Director or Officer believes in good faith are
within the person's professional or expert competence.
c. In the case of reliance by a Director, a committee of the
Board of Directors of which the Director is not a member if
the Director believes in good faith that the committee merits
confidence.
2. This section does not apply to a Director's reliance under
Section 180.40(3), Wis. Stats., as in effect on the date of
adoption hereof.
Section 9 - Consideration of Interests in Addition to Shareholders'
Interests - In discharging his or her duties to the Corporation and in
determining what he or she believes to be in the best interests of the
Corporation, a Director or Officer may, in addition to considering the
effects of any action on shareholders, consider the following:
1. The effects of the action on employees, suppliers and customers
of the Corporation.
2. The effects of the action on communities in which the Corporation
operates.
3. Any other factors the Director or Officer considers pertinent.