BY-LAWS
OF
LG&E ENERGY CORP.
As amended through June 2, 1999
EXHIBIT 3.03
BY-LAWS
OF
LG&E ENERGY CORP.
(as amended and restated through June 2, 1999)
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. The Annual Meeting of the stockholders of the Company shall be
held in or out of Kentucky at a time, date and place to be annually designated
by the Board of Directors.
Section 2. Except as otherwise mandated by Kentucky law and except as
otherwise provided in or fixed by or pursuant to the Company's Articles of
Incorporation, special meetings of the stockholders may be called only by the
President of the Company or by the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors. For purposes of these
By-Laws, the phrase "Company's Articles of Incorporation" shall mean the
Articles of Incorporation of LG&E Energy Corp. as in effect on March 1, 1990,
and as thereafter amended from time to time.
Section 3. Written notice of each meeting of stockholders, stating the
time and place, and, in the case of a special meeting, the purpose, shall be
given at least ten (10) days prior to the meeting to each stockholder entitled
to attend the meeting. Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing by any stockholder and shall be waived by
his attendance in person or by proxy at such meeting.
Section 4. A stockholder may vote in person or by proxy. All appointments
of proxies shall be in accordance with Kentucky law.
Section 5. Any action required or permitted to be taken by the
stockholders of the Company at a meeting of such holders may be taken without
such a meeting only by written consent of all the stockholders entitled to vote
on the subject matter.
Section 6. At an annual meeting of the stockholders, any business
conducted must be properly brought before the meeting. To be properly brought
before the meeting, business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly be requested to be brought before
the meeting by a stockholder. For business to be properly requested to be
brought by a stockholder, the stockholder must have given timely written notice
to the Secretary of the Company. To be timely, it must be delivered to or mailed
and received at the principal executive
offices of the Company, not less than 90 days prior to the meeting. If the date
of the meeting is not publicly announced by the Company by mail, press release
or otherwise more than 100 days prior to the meeting, timely notice must be
delivered to the Secretary of the Company not later than the close of business
on the tenth day following the day on which such announcement was communicated
to stockholders. This notice shall include (a) a description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (b) the name and address, as they appear on
the Company's books, of the stockholder proposing such business, (c) the class
and number of shares of the Company which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
No business shall be conducted at an annual meeting except in accordance with
this procedure. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 6, and
if so determined, shall declare to the meeting that any such business not
properly brought before the meeting shall not be transacted.
Section 7. The Chairman of the Board, if present, and in his absence the
Vice Chairman of the Board, and the Secretary of the Company, shall serve as
Chairman and Secretary, respectively, at each stockholders meeting. The Chairman
of the stockholders meeting shall determine the order of business and shall have
the authority in his discretion to regulate the conduct of any such meeting,
including, without limitation, by imposing restrictions on the persons (other
than stockholders of the Company or their duly appointed proxies) who may attend
any such stockholders meeting, by determining whether any stockholder or his
proxy may be excluded from any stockholders meeting based upon any determination
by the Chairman of the meeting, in his sole discretion, that any such person has
unduly disrupted or is likely to disrupt the proceedings thereof, and by
regulating the circumstances in which any person may make a statement or ask
questions at any stockholders meeting.
Section 8. The Company shall be entitled to treat the holder of record of
any share or shares as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by law.
Section 9. The Board of Directors may postpone and reschedule any
previously scheduled annual or special meeting of stockholders and may adjourn
any convened meeting of stockholders to another date and time as specified by
the Chairman of the meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. (a) The number of directors of the Company shall be fixed from
time to time by the Board of Directors, but shall be no fewer than nine (9) and
no more than fifteen (15). The Board of Directors may elect one of its members
as Chairman of the Board. Except as otherwise provided in or fixed by or
pursuant to the Company's Articles of Incorporation, the directors shall be
classified, with respect to the time for which they each hold office, into three
classes, as nearly
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equal in number as possible, as determined by the Board of Directors. One class
shall be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1991, another class shall be originally elected for a
term expiring at the annual meeting of stockholders to be held in 1992, and
another class shall be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1993, with each member of each class to
hold office until a successor is elected and qualified. At each annual meeting
of stockholders of the Company and except as otherwise provided in or fixed by
or pursuant to the Company's Articles of Incorporation, the successors of the
class of directors whose term expires at that meeting shall be elected to hold
office for a three-year term.
(b) Except as otherwise provided in or fixed by or pursuant to the
Company's Articles of Incorporation, nominations for the election of directors
may be made by the Board of Directors or any stockholder entitled to vote in the
election of directors generally. However, such stockholders may nominate one or
more persons for election as director or directors at a stockholders' meeting
only if written notice of intent to make such nomination or nominations has been
given either by personal delivery or mail to the Secretary of the Company in the
time frame set out in Article I, Section 6. Each such notice shall state (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at a meeting to nominate the person
or persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the Company if so elected. The Chairman of the meeting
may refuse to acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
(c) Except as otherwise required by law and except as otherwise
provided in or fixed by or pursuant to the Company's Articles of Incorporation:
(i) newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors; (ii) any director elected
in accordance with the preceding clause (i) shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified; and (iii) no decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
(d) Except as otherwise provided in or fixed by or pursuant to the
Company's Articles of Incorporation, any director may be removed from office,
with or without cause, only by the affirmative vote of the holders of at least
80% of the combined voting power of the then outstanding shares of the Company's
stock entitled to vote generally (as defined in Article Eighth
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of the Company's Articles of Incorporation), voting together as a single class.
Notwithstanding the foregoing provisions of this Paragraph (d), if at any time
stockholders of the Company have cumulative voting rights with respect to the
election of directors and less than the entire Board of Directors is to be
removed, no director may be removed from office if the votes cast against his
removal would be sufficient to elect the person as a director if cumulatively
voted at an election of the class of directors of which the person is a part.
Section 2. The business of the Company shall be managed by a Board of
Directors. Regular meetings of the Board of Directors may be held without notice
of the date, place, time or purpose at such time and place as may be fixed by
the Board of Directors.
Section 3. Special meetings of the Board of Directors may be called by the
Chairman of the Board or the Chief Executive Officer of the Company, or, in
their absence, the Vice Chairman of the Board or the Vice President, or at the
request in writing of not less than three (3) directors on one (1) day's notice
to each director.
Section 4. Unless otherwise provided by law, at each meeting of the Board
of Directors, the presence of at least one-half (1/2) of the total number of
directors shall constitute a quorum for the transaction of business. Except as
provided in Section 1(c) of this Article II, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. At any meeting of the Board of Directors where a quorum
is not present, the members of the Board of Directors present may by majority
vote adjourn the meeting from time to time until a quorum shall attend.
Section 5. The Chairman of the Board, if such person is present, shall
serve as Chairman at each regular or special meeting of the Board of Directors
and shall determine the order of business at such meeting. If the Chairman of
the Board is not present at a regular or special meeting of the Board of
Directors, the Vice Chairman of the Board shall serve as Chairman of such
meeting and shall determine the order of business at such meeting.
Section 6. Directors may receive such fees, compensation or expenses for
their services as are authorized by resolution of the Board of Directors.
Section 7. Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting if the action is taken by all members
of the Board. Such action shall be evidenced by one (1) or more written consents
describing the action taken, signed by each director, and included in the
minutes with the Company's records reflecting the action taken.
Section 8. (a) The Board of Directors may create committees and appoint
members of the Board of Directors to serve on them. Each committee shall have
two (2) or more members, who serve at the pleasure of the Board of Directors.
(b) To the extent provided in the resolution of the Board of
Directors establishing a committee, a committee shall have and exercise all the
authority of the Board of
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Directors, but no such committee shall have the authority to take any action
that under Kentucky law can only be taken by the Board of Directors.
(c) Sections 2, 3, 4, 6 and 7 of this Article II shall apply to
committees and their members as well.
Section 9. The Board of Directors may elect one of its members as Vice
Chairman of the Board.
ARTICLE III
OFFICERS
Section 1. The officers of the Company shall be a Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer, Chief
Administrative Officer, one or more Vice Presidents, Secretary, Treasurer,
Controller or such other officers (including, if so directed by a resolution of
the Board of Directors, the Chairman of the Board) as the Board or the Chief
Executive Officer may from time to time elect or appoint. Any two of the offices
may be combined in one person, but no officer shall execute, acknowledge, or
verify any instrument in more than one capacity. If practicable, officers are to
be elected or appointed by the Board of Directors or the Chief Executive Officer
at the first meeting of the Board following the annual meeting of stockholders
and, unless otherwise specified, shall hold office for one year or until their
successors are elected and qualified. Any vacancy shall be filled by the Board
of Directors or the Chief Executive Officer. Except as provided below, officers
shall perform those duties usually incident to the office or as otherwise
required by the Board of Directors, the Chief Executive Officer, or the officer
to whom they report. An officer may be removed with or without cause and at any
time by the Board of Directors or by the Chief Executive Officer.
Chief Executive Officer
Section 2. The Chief Executive Officer of the Company shall have full
charge of all of the affairs of the Company and shall report directly to the
Board of Directors.
President
Section 3. The President, should that office be created and filled, shall
exercise such functions as may be delegated by the Chief Executive Officer and
shall exercise the functions of the Chief Executive Officer during the absence
or disability of the Chief Executive Officer.
Chief Operating Officer
Section 4. The Chief Operating Officer, should that office be created and
filled, shall have responsibility for the management and direction of the
Company, subject to the direction and approval of the Chief Executive Officer.
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Chief Financial Officer
Section 5. The Chief Financial Officer, should that office be created and
filled, shall have responsibility for the financial affairs of the Company,
including maintaining accurate books and records, meeting all financial
reporting requirements and controlling Company funds, subject to the direction
and approval of the Chief Executive Officer.
Chief Administrative Officer
Section 6. The Chief Administrative Officer, should that office be created
and filled, shall have responsibility for the general administrative and human
resources operations of the Company, subject to the direction and approval of
the Chief Executive Officer.
Vice Presidents
Section 7. The Vice President or Vice Presidents, should such offices be
created and filled, may be designated as Vice President, Senior Vice President
or Executive Vice President, as the Board of Directors or Chief Executive
Officer may determine.
Secretary
Section 8. The Secretary shall be present at and record the proceedings of
all meetings of the Board of Directors and of the stockholders, give notices of
meetings of Directors and stockholders, have custody of the seal of the Company
and affix it to any instrument requiring the same, and shall have the power to
sign certificates for shares of stock of the Company.
Treasurer
Section 9. The Treasurer, should that office be created and filled, shall
have responsibility for all receipts and disbursements of the Company and be
custodian of the Company's funds.
Controller
Section 10. The Controller, should that office be created and filled,
shall have responsibility for the accounting records of the Company.
ARTICLE IV
CAPITAL STOCK CERTIFICATES
The Board of Directors shall approve all stock certificates as to form.
The certificates for the shares of stock, issued by the Company, shall be signed
(manually or by facsimile) by the President and Secretary, and the seal of the
Company or a facsimile shall be affixed. The Board
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of Directors shall appoint transfer agents to issue and transfer certificates of
stock, and registrars to register such certificates.
ARTICLE V
FINANCE
Section 1. The Board of Directors shall designate the bank or banks to be
used to deposit Company funds and designate the officers and employees of the
Company who may sign and countersign checks drawn against the Company accounts.
The Board of Directors may authorize the use of facsimile signatures on checks.
Section 2. Notes shall be signed by the Chief Executive Officer or the
President and by either a Vice President or the Treasurer. In the absence of the
President, notes shall be signed by two Vice Presidents, or a Vice President and
the Treasurer.
ARTICLE VI
SEAL
The seal of the Company shall be in the form of a circular disk, bearing
the following information:
( LG&E Energy Corp. )
( Kentucky )
( Corporate Seal )
ARTICLE VII
EMERGENCY BY-LAWS
Section 1. The Board of Directors of the Company may adopt by-laws to be
effective only in an emergency. For purposes of Article VII of these By-Laws, an
"emergency" shall exist if a quorum of the Company's directors cannot be readily
assembled because of a catastrophic event.
Section 2. The stockholders of the Company may amend or repeal the by-laws
adopted pursuant to Section 1 of Article VII of these By-Laws.
Section 3. The by-laws adopted pursuant to Section 1 of Article VII of
these By-Laws may include all provisions necessary for managing the Company
during the emergency, including:
(a) procedures for calling a meeting of the Board of Directors;
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(b) quorum requirements for meetings of the Board of Directors; and
(c) designation of additional or substitute directors.
ARTICLE VIII
AMENDMENTS
Subject to the provisions of the Company's Articles of Incorporation,
these By-Laws may be amended or repealed at any annual meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
the holders of at least a majority of the voting power of the shares represented
and entitled to vote at such meeting at which a quorum is present; provided that
in the notice of such special meeting the purpose is given. Subject to the laws
of the Commonwealth of Kentucky and these By-Laws, the Board of Directors may by
majority vote of those present at any meeting at which a quorum is present amend
these By-Laws, or adopt such other By-Laws as in their judgment may be advisable
to conduct the affairs of the Company.