EXHIBIT 3.6
BYLAWS
OF
IES UTILITIES INC.
Effective as of January 20, 1999
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
2
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
3
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 fifteen (15). The Directors of the Corporation shall be
divided into three classes, hereinafter referred to as "Class I," "Class II,"
and "Class III" with each class having five (5) Directors. The initial Class I
Directors shall consist of two (2) directors selected by each of IES Industries
Inc. ("IES") and WPL Holdings Inc. ("WPLH") and one (1) selected by Interstate
Power Company ("IPC"); the initial Class II Directors shall consist of two (2)
directors selected by each of IES and WPLH and one (1) selected by IPC; and the
initial Class III Directors shall consist of two (2) directors selected by each
of IES and WPLH and one (1) selected from IPC. The initial term of Class I
Directors shall expire at the first annual meeting of
4
Shareowners of the Corporation, the initial term of Class II Directors shall
expire at the second annual meeting of Shareowners of the Corporation and the
initial term of Class III Directors shall expire at the third annual meeting of
Shareowners of the Corporation.
At each annual shareowner meeting after the first annual shareowner
meeting, directors to replace those of a Class whose terms expire at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting and until their respective successors shall have been duly qualified and
elected. If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable.
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 71
years of age shall be eligible for election or re-election to the Board of
Directors. Any Director who has attained seventy-one (71) years of age shall
resign from the Board of Directors effective as of the next annual Meeting of
Shareowners. For a period of five (5) years following the formation of the
Corporation, no person, except any of the initial Directors selected pursuant to
Section 4.2 hereof, 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
5
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:
6
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
7
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.
8
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.
9
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
10
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
11
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 fact (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
12
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.
13
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.
14
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
15
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.
Iesubylw.doc
2/9/99
- --------------------------------------------------------------------------------
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 20, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said Company this ____________ day of ___________________, 19____.
--------------------------------
16