BYLAWS
ILLINOVA CORPORATION
(An Illinois Corporation)
As Amended April 8, 1998
ARTICLE I
Stockholders
Section 1. The annual meeting of the stockholders of
the Corporation shall be held on such date and at such time and place
as may be fixed from time to time by the Board of Directors of the
Corporation pursuant to a resolution adopted by a majority of the
members of the Board then in office, for the purpose of electing
directors and of transacting such other business as may properly be
brought before the meeting.
Section 2. Special meetings of the stockholders may
be held upon call of the Chairman, the President, or of the Board of
Directors or of stockholders holding not less than one-fifth of the
shares of the capital stock of the Corporation issued and outstanding,
at such time and as such place within the State of Illinois as may be
stated in the call and notice. In the event of war, rebellion or other
catastrophe, if the surviving members of the Board of Directors shall
be reduced to less than a majority of the number fixed by these Bylaws,
then any surviving member of the Board of Directors may so call a
special meeting of stockholders, at such time and at such place as may
be stated in the call and notice.
Section 3. Notice stating the place, day and hour of
every meeting of the stockholders, and in the case of a special meeting
further stating the purpose for which such meeting is called, shall be
mailed at least ten days before the meeting to each stockholder of
record who shall be entitled to vote thereat, at the last known post
office address of each such stockholder as it appears upon the books of
the Corporation. Such further notice shall be given by mail,
publication or otherwise, as may be required by law. Any meeting may be
held without notice if all of the stockholders entitled to vote are
present or represented at the meeting, or all of the stockholders
entitled to notice of the meeting sign a waiver thereof in writing.
Section 4. The holders of record of a majority of the
shares of the capital stock of the Corporation issued and outstanding,
entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders, and the
vote of a majority of such quorum shall be necessary for the
transaction of any business, unless otherwise provided by law, by the
Articles of Incorporation or by the Bylaws. If at any meeting there
shall be no quorum, the holders of record, entitled to vote, of a
majority of such shares of stock so present or represented may adjourn
the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall have been obtained, when any
business may be transacted which might have been transacted at the
meeting as first convened had there been a quorum.
Section 5. Meetings of the stockholders shall be
presided over by the Chairman, or, if he is not present, the President,
or a Vice President, in that order, or, if no such officer is present,
by a chairman to be chosen at the meeting. The Secretary of the
Corporation, or, if he is not present, an Assistant Secretary of the
Corporation, or, if neither the Secretary nor an Assistant Secretary is
present, a secretary to be chosen at the meeting, shall act as
secretary of the meeting.
Section 6. At all meetings of the stockholders every
holder of record of the shares of the capital stock of the Corporation,
entitled to vote thereat, may vote thereat either in person or by
proxy, provided that no stockholder may appoint more than three persons
as proxies at any time, and that no proxy shall be valid after eleven
months from the date of its execution, except where the stock is
pledged as security for a debt to the person holding the Proxy.
Section 7. At all elections of directors the voting
shall be by written ballot and stockholders may cumulate their votes.
Section 8. The stock transfer books of the
Corporation may, if so determined by the Board of Directors, be closed
before any meeting of the stockholders, and for any other purpose,
including the payment of any dividend, for such length of time as the
Board may from time to time determine.
ARTICLE II
Directors
Section 1. Initially, the Board of Directors of the
Corporation shall consist of between one and five members unless and
until IP Merging Corporation shall have merged with and into Illinois
Power Company, with Illinois Power Company surviving such merger (the
"Merger"). Upon consummation of the Merger, the Board of Directors of
the Corporation shall consist of between ten and fifteen members, with
all of the directors of Illinois Power Company replacing the directors
of the Corporation and serving in such capacity until their successors
are duly elected at the next regular annual meeting of the stockholders
of the Corporation. The directors shall be elected at the regular
annual meeting of the stockholders; but if the election of directors is
not held on the day of the annual meeting, the directors shall cause
the election to be held as soon thereafter as conveniently may be. The
directors shall hold office for a term of one year and until their
successors are elected and qualified. No director who is not also an
employee of the Corporation shall be elected to serve more than twelve
(12) terms as a member of the Board of Directors with the initial term
beginning in April, 1992, with respect to those directors elected in
April of 1994 or earlier. A majority of the members of the Board shall
constitute a quorum for the transaction of business, but if at any
meeting of the Board there shall be less than a quorum present, a
majority of the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a
quorum shall have been obtained, when any business any be transacted
which might have been transacted at the meeting as first convened had
there been a quorum. The acts of a majority of the directors present at
any meeting at which there is a quorum shall, except as otherwise
provided by law, by the Articles of Incorporation or by the Bylaws, be
the acts of the Board.
No person shall be eligible for election as a
director after he has attained the age of 70, and no officer or
employee of the Corporation other than the Chairman or the President,
shall be eligible for election as director after he has attained the
age of 65.
Section 2. Vacancies in the Board of Directors,
caused by death, resignation or otherwise, may be filled at any meeting
of the Board of Directors and the directors so elected shall hold
office until the next annual meeting of the stockholders and until
their successors are elected and qualified.
Section 3. Meetings of the Board of Directors shall
be held at such place within or without the State of Illinois as may
from time to time be fixed by resolution of the Board or as may be
specified in the call of any meeting. Regular meetings of the Board
shall be held at such time as may from time to time be fixed by
resolution of the Board, and notice of such meetings need not be given.
Special meetings of the Board may be held at any time upon call of the
President or a Vice President, by oral telegraphic or written notice,
duly served on or sent or mailed to each director not less than two
days before any such meeting. A meeting of the Board may be held
without notice immediately after the annual meeting of the stockholders
at the same place at which such meeting it held. Any meeting may be
held without notice if all of the directors are present at the meeting,
or if all of the directors sign a waiver thereof in writing.
Section 4. Meetings of the Board of Directors shall
be presided over by the Chairman or, if he is not present, the
President, or a Vice President, in that order, or, if no such officer
if present, by a chairman to be chosen at the meeting. The Secretary of
the Corporation or, if he is not present, an Assistant Secretary of the
Corporation or, if neither the Secretary nor an Assistant Secretary is
present, a secretary to be chosen at the meeting shall act as secretary
of the meeting.
Section 5. The Board of Directors, by the affirmative
vote of a majority of the whole Board may appoint an Executive
Committee and a Finance Committee, in each case to include three or
more Directors, one of whom shall be a resident of the State of
Illinois, as the Board may from time to time determine. Each such
Committee shall have and may exercise such powers as may from time to
time be specified in the resolution or resolutions of the Board of
Directors creating such Committee, respectively. The Board shall have
the power at any time to fill vacancies in, to change the membership of
or to dissolve, either such Committee. Each Committee may make rules
for the conduct of its business, and may appoint such committees and
assistants as it shall from time to time deem necessary. A majority of
the members of each Committee shall constitute a quorum and the action
of a majority thereof shall be the action of such Committee. All
actions taken by such Committee shall be reported to the Board at its
meeting next succeeding such action.
Section 6. The Board of Directors may also appoint
one or more other committees to consist of such number of directors and
to have such powers as the Board may from time to time determine. The
Board shall have the power at any time to fill vacancies in, to change
the membership of, or to dissolve, any such committee. A majority of
the members of any such committee shall constitute a quorum and may
determine its action and fix the time and place of its meetings unless
the Board shall otherwise provide. All action taken by any such
committee shall be reported to the Board at its meeting next succeeding
such action.
Section 7. Each member of the Board of Directors who
is not a salaried officer or employee of the Corporation shall be
compensated for his services as a director of the Corporation. The
Board of Directors shall fix the amount of such compensation.
Section 8. Nomination of persons for election to the
Board of Directors of the Corporation shall be made only at a meeting
of stockholders and only (i) by or at the direction of the Board of
Directors or a Committee thereof or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the
meeting who complies with the notice procedure set forth in this
Section. Such nominations, other than those made by or at the direction
of the Board, shall be made pursuant to timely notice in writing to the
committee of the Board of Directors which has responsibility for
nominating persons for election to the Board of Directors, or in the
event there is no such committee to the Chairman of the Board of
Directors, or in the event there is no such person to the President of
the Company (the "Notice"). To be timely, a Notice shall be delivered
to, or mailed and received at, the principal executive offices of the
Corporation not less than ninety (90) days nor more than one hundred
twenty (120) days prior to the Annual Meeting; provided, however, that
in the event that Directors are to be elected by the stockholders at
any other time, the Notice shall be delivered to, or mailed and
received at, the principal executive offices of the Corporation not
later than the tenth day following the day on which Notice of the date
of the meeting was first mailed to stockholders. For purposes of this
Section, any adjournment or postponement of the original meeting
whereby the meeting will reconvene within thirty (30) days from the
original date will be deemed for purposes of Notice to be a
continuation of the original meeting, and no nominations by a
stockholder of persons to be elected Directors of the Corporation may
be made at any such reconvened meeting unless pursuant to a Notice
which was timely for the meeting on the date originally scheduled.
The Notice shall set forth: (i) as to each person
whom the stockholder proposes to nominate for election or re-election
as a Director, all information relating to such person that is required
to be disclosed in solicitations of proxies for election of Directors,
or as otherwise required, in each case pursuant to the Securities
Exchange Act of 1934 (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director
if elected); and (ii) as to the stockholder giving the Notice (A) the
name and address of the stockholder (B) the class and number of shares
of voting stock of the Corporation which are beneficially owned by such
stockholder, and (C) a representation that the stockholder intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the Notice. Notwithstanding the foregoing, nothing
in this Section shall be interpreted or construed to require the
inclusion of information about any such nominee in any proxy statement
distributed by, at the direction of, or on the behalf of, the Board.
ARTICLE III
Officers
Section 1. As soon as may be after the election held
in each year, the Board of Directors shall elect a President (who shall
be a director), one or more Vice Presidents, one or more of whom may be
designated as Executive Vice President or Senior Vice President, and a
Secretary and a Treasurer and a Controller, and may elect a Chairman
(who shall be a director); provided, however, that unless and until the
consummation of the Merger, the officers of the Corporation may consist
only of a President (who shall be a director), a Treasurer, a Secretary
and a Chairman (who shall be a director). The Board of Directors may
from time to time appoint such Assistant Secretaries, Assistant
Treasurers and other officers and agents of the Corporation as it may
deem proper. The same person may be elected or appointed to more than
one office.
Section 2. The term of office of all officers shall
be one year or until their respective successors are elected, but any
officer or agent may be removed, with or without cause, at any time by
the affirmative vote of a majority of the members of the Board then in
office.
Section 3. The officers of the Corporation shall each
have such powers and duties as may be prescribed from time to time by
the Board of Directors or, in the absence of such prescription, the
officers of the Corporation shall each have such powers and duties as
generally pertain to their respective offices. The Treasurer, the
Assistant Treasurers and any other officers or employees of the
Corporation may be required to give bond for the faithful discharge of
their duties, in such sum and of such character as the Board may from
time to time prescribe.
Section 4. The salaries of all officers and agents of
the Corporation shall be fixed by the Board of Directors, or pursuant
to such authority as the Board may from time to time prescribe.
ARTICLE IV
Certificates of Stock
Section 1. The interest of each stockholder in the
Corporation shall be evidenced by a certificate or certificates for
shares of stock of the Corporation, in such form as the Board of
Directors may from time to time prescribe. The certificates for shares
of stock of the Corporation shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary, sealed with the
seal of the Corporation (which seal may be a facsimile), and shall be
countersigned and registered in such manner, if any, as the Board may
by resolution prescribe.
Section 2. The shares of stock of the Corporation
shall be transferable on the books of the Corporation by the holders
thereof in person or by a duly authorized attorney, upon surrender for
cancellation of certificates for a like number of shares of the same
class of stock, with a duly executed assignment and power of transfer
endorsed thereon or attached thereto and such proof of the authenticity
of the signatures as the Corporation or its agents may reasonably
require.
Section 3. No certificate for shares of stock of the
Corporation shall be issued in place of any certificate alleged to have
been lost, stolen or destroyed, except upon production of such evidence
of the loss, theft, or destruction, and upon indemnification of the
Corporation and its agents to such extent and in such manner as the
Board of Directors may from time to time prescribe.
ARTICLE V
Checks, Notes, etc.
All checks and drafts on the Corporation's bank
accounts and all bills of exchange and promissory notes, and all
acceptances, obligations and other instruments for the payment of
money, shall be signed by such officer or officers or agent or agents
as shall be thereunto authorized from time to time by the Board of
Directors; provided that checks drawn on the Corporation's bank
accounts may bear facsimile signature or signatures, affixed thereto by
a mechanical device, of such officer or officers and/or agent or agents
as the Board of Directors shall authorize.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall begin on the
first day of January in each year and shall end on the thirty-first day
of December following.
ARTICLE VII
Corporate Seal
The corporate seal shall have inscribed thereon, the
name of the Corporation and the words "Corporate Seal 1994 Illinois."
ARTICLE VIII
Indemnification
Section 1. Indemnification of Directors, Officers and
Employees. The Corporation shall, to the fullest extent to which it is
empowered to do so by the Business Corporation Act of 1983 or any other
applicable laws, as may from time to time be in effect, indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee, trustee, or fiduciary
of the Corporation, or of a Corporation-sponsored or
Corporation-administered trust or benefit plan, or is or was serving at
the request of the Board of Directors of the Corporation as a director,
officer, employee, trustee, or fiduciary of another corporation,
partnership, joint venture, trust, benefit plan, or other enterprise,
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceedings.
Section 2. The provisions of this Article VIII shall
be deemed to be a contract between the Corporation and each director or
officer who serves in any such capacity at any time while this Article
is in effect, and any repeal or modification of this Article shall not
affect any rights or obligations hereunder with respect to any state of
facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.
Section 3. The indemnification provided or permitted
by this Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled by law or otherwise, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 4. The provisions of this Article are to be
given retroactive effect.
ARTICLE IX
Amendments
These Bylaws, or any part thereof, may be altered,
amended or repealed at any meeting of the Board of Directors, provided
that notice of such meeting shall set forth the substance of such
proposed change.
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