AMENDMENT TO THE BYLAWS
OF
INTERSTATE ENERGY CORPORATION
Effective January 20, 1999, the Board of Directors of Interstate Energy
Corporation adopted the following amendment to Article III of the Bylaws of
Interstate Energy Corporation:
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) 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.
(b) 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.
(c) 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.
(d) 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").
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(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.
(e) 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
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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.
(f) 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).
(g) 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. If mailed, notice pursuant to this Section 3.4 shall be
deemed to be effective when deposited in the
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United States mail, addressed to the shareowner at his or her address as it
appears on the stock record books of the Corporation, with postage thereon
prepaid. 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, (a) the notice of meeting shall describe any business that the
Board of Directors shall have theretofore determined to bring before the meeting
and (b) in the case of a Demand Special Meeting, the notice of meeting (i) 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
(ii) 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
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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
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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. - 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 3.11 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.
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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 Nomination of Directors.
(a) Annual Meetings.
(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
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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 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
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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
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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.
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