BYLAWS
OF
THE MONTANA POWER COMPANY
Adopted on : August 22, 1995
As Amended on : August 27, 1996 & May 12, 1997
THE MONTANA POWER COMPANY
AMENDED BYLAWS
Article Amendment Date of
Amendment
11 The affairs of the Corporation shall May 12, 1997
be managed by a Board of fourteen
(14) Directors.
11 The affairs of the Corporation shall August 27, 1996
be managed by August 27, 1996 a Board
of fifteen (15) Directors. The
Directors shall be divided into three
groups, each as nearly equal in
number as possible. Each group of
Directors shall stand for election
upon expiration of their terms.
Directors shall hold office for a
term of three (3) years or until a
successor is duly elected and
qualified.
THE MONTANA POWER COMPANY
CERTIFICATION OF RESOLUTION
I, R. M. Ralph, Assistant Secretary of The Montana Power
Company, a corporation, hereby certify that the following is a
full, true and correct copy of Resolution duly adopted by the
Board of Directors of The Montana Power Company at a meeting duly
called and held May 12, 1997 and that said Resolution is in full
force and effect as of the date of this certificate.
RESOLVED, that effective May 14, 1997, the first sentence of
Section 11 of the Bylaws of The Montana Power Company is hereby
amended to reduce the number of Directors to fourteen (14) as
follows:
SECTION 11. The affairs of the Corporation shall be
managed by a Board of fourteen (14) Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and the Seal
of said Corporation this 12th day of May, 1997.
/s/ R. M. Ralph
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R. M. Ralph, Assistant Secretary
(SEAL)
THE MONTANA POWER COMPANY
CERTIFICATION OF RESOLUTION
I, R. M. Ralph, Assistant Secretary of The Montana Power
Company, a corporation, hereby certify that the following is a
full, true and correct copy of Resolution duly adopted by the
Board of Directors of The Montana Power Company at a meeting duly
called and held August 27, 1996 and that said Resolution is in
full force and effect as of the date of this certificate.
RESOLVED, that effective August 27, 1996, the first
sentence of Section 11 of the Bylaws of The Montana Power
Company is hereby amended to reduce the number of Directors
to fifteen (15) as follows:
SECTION 11. The affairs of the Corporation shall be
managed by a Board of fifteen (15) Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and the Seal
of said Corporation this 11th day of November, 1996.
/s/ R. M. Ralph
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R. M. Ralph, Assistant Secretary
(SEAL)
As Adopted August 22, 1995
BYLAWS
OF
THE MONTANA POWER COMPANY
SECTION 1. Principal Office. The principal office of the
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corporation is 40 East Broadway, Butte, State of Montana. The
Corporation may also have offices at such other places within or
without the State of Montana as the Board of Directors shall from
time to time determine.
SECTION 2. Location of Shareholders Meetings. Meetings of
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the shareholders and meetings of the Board of Directors shall be
held in Butte, Montana, or, upon resolution by the Board of
Directors, may be held at another place, within or without the
State of Montana.
SECTION 3. Shareholder Meetings.
(A) Annual Meeting of Shareholders.
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(1) The annual meeting of the shareholders of the
Corporation for the election of Directors and such other
business as shall properly come before such meeting shall be
held on (a) the second Tuesday in May in each year, unless
that date is a legal holiday, in which case such meeting
shall be held on the first day thereafter which is not a
legal holiday, or (b) at such other date and/or time as may
be fixed by resolution of the Board of Directors.
Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to
be considered by the shareholders may be made at an annual
meeting of shareholders (a) pursuant to the Corporation's
notice of meeting delivered pursuant to Section 5 of these
Bylaws, (b) by the Board of Directors pursuant to a
resolution duly adopted or (c) by any shareholder of the
Corporation who is entitled to vote at the meeting, who
complied with the notice procedures set forth in clauses (2)
and (3) of paragraph (A) of this Bylaw and who was a
shareholder of record at the time such notice is delivered
to the Secretary of the Corporation.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant
to clause (c) of paragraph (A) (1) of this Bylaw, the
shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less
than 120 days in advance of the anniversary date of the
release of the Corporation's proxy statement made in
connection with the previous annual meeting; provided,
however, that in the event that the date of the annual
meeting is advanced by more than twenty days, or delayed by
more than seventy days, from the anniversary date of the
previous annual meeting, notice by the shareholder to be
timely must be so delivered not later than the close of
business on the later of the 120th day prior to such annual
meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made.
Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for
election or reelection as a Director, all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person's written consent to
being named in the proxy statement of the nominator as a
nominee and to serving as a Director if elected; (b) as to
any other business that the shareholder proposes to bring
before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material
interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination
or proposal is made (i) the name and address of such
shareholder, as they appear on the Corporation's books, and
of such beneficial owner and (ii) the class and number of
shares of the Corporation which are owned beneficially and
of record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A) (2) of this Bylaw to the contrary, in the
event that the number of Directors to be elected to the
Board of Directors is increased and the public announcement
naming all of the nominees for Director or specifying the
size of the increased Board of Directors is not made by the
Corporation at least ten days prior to the date by which
shareholders proposals and nominations must be received by
the Corporation, a shareholder's notice required by this
Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase,
if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the
close of business on the tenth day following the day on
which such public announcement is first made by the
Corporation.
(B) Special Meeting of Shareholders. Only such business
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shall be conducted at a special meeting of shareholders as
shall have been brought before the meeting pursuant to the
Corporation's notice of meeting pursuant to Section 5 of
these Bylaws. Nominations of persons for election to the
Board of Directors may be made at a special meeting of
shareholders at which Directors are to be elected pursuant
to the Corporation's notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any
shareholder of the Corporation who is entitled to vote at
the meeting, who complies with the notice procedures set
forth in this Bylaw and who is a shareholder of record at
the time such notice is delivered to the Secretary of the
Corporation. Nominations by shareholders of persons for
election to the Board of Directors may be made at such a
special meeting of shareholders if a shareholder's notice as
described in the third sentence of paragraph (A) (2) of this
Section 3 of the Bylaws shall be delivered to the Secretary
at the principal executive offices of the Corporation not
later than the close of business on the later of the
seventieth day prior to such special meeting or the tenth
day following the day on which public announcement is first
made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such
meeting.
(C) General.
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(1) Only persons who are nominated in accordance with
the procedures set forth in this Bylaw shall be eligible to
serve as Directors and only such business shall be conducted
at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set
forth in this Bylaw. Except as otherwise provided by the
laws of the State of Montana, the Restated Articles of
Incorporation of the Corporation or these Bylaws, 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 Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw,
to declare that such defective proposal or nomination shall
be disregarded.
(2) For purposes of this Bylaw, "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.
(3) Notwithstanding the foregoing provisions of this
Bylaw, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth
in this Bylaw. Nothing in this Bylaw shall be deemed to
affect any rights of shareholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
SECTION 4. Call of Special Meetings of Shareholders. Special
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meetings of the shareholders of the Corporation may be held upon
the call of the Board of Directors, Chairman of the Board, Vice
Chairman of the Board, Chief Executive Officer, President, or
holders of at least ten percent (10%) of the number of shares
outstanding and entitled to vote thereat, in Butte, Montana.
SECTION 5. Notice of Shareholders Meetings. Notice of every
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meeting of shareholders shall be mailed by the Secretary at least
ten (10) days before the meeting, to each holder of record of
shares entitled to vote thereat, to The last known post office
address appearing upon the records of the Corporation (unless
there is provided under the laws of the State of Montana a
different provision for notice of meeting) provided, however,
that if a shareholder waives notice thereof in writing before or
after the meeting, notice of the meeting to such shareholder is
unnecessary and that notice to employee shareholders may be sent
to their work addresses through intercompany mail.
SECTION 6. Shareholder Meeting Quorum. The holders of a
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majority of the number of shares of the Corporation entitled to
vote, present in person or by proxy, shall constitute a quorum,
but less than a quorum shall have power to adjourn any meeting
from time to time, or to a day certain.
SECTION 7. Shareholder Voting. At every meeting of
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shareholders, each holder of shares entitled to vote thereat
shall be entitled to one vote for each share held and may vote
and otherwise act in person or by proxy.
SECTION 8. List of Shareholders. Not less than two (2)
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business days after notice has been given of a meeting of the
shareholders, a full list of the holders of shares entitled to
vote at such meeting, arranged in alphabetical order, with the
residence of each and the number of such shares held by each,
shall be prepared by the Secretary or Officer designated by the
Board of Directors and filed in the principal office of the
Corporation, which shall, at all times during the usual hours of
business and during the meeting or vote, be kept open to the
examination of any shareholder.
SECTION 9. Form of Certificates. Share certificates shall be
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of such form and device as the Board of Directors may determine,
and shall be signed by the Chairman of the Board of Directors,
Vice Chairman, Chief Executive Officer, President or a Vice
President and the Secretary or an Assistant Secretary, and sealed
with the seal of the Corporation, but where such certificates are
signed by a transfer agent or an assistant transfer agent and a
registrar, the signatures of the Chairman of the Board of
Directors, Vice Chairman of the Board, the Chief Executive
Officer, President, Vice President, Secretary or Assistant
Secretary and the seal of the Corporation may be facsimiles.
SECTION 10. Share Transfer. The shares of the Corporation
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shall be transferable or assignable on the books of the
Corporation by the holders in person or by attorney on the
surrender of the certificates therefor. The Board of Directors
may appoint one or more transfer agents and registrars of the
shares. The Books for the transfer of the shares may be closed
for such period before and during any meeting of shareholders,
the payment of any dividend, the allotment of rights or the date
when any change or conversion or exchange of shares shall go into
effect, not to exceed seventy (70) days at any one time, as the
Board of Directors may from time to time determine.
SECTION 11. Directors
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(A) Number and Terms. The affairs of the Corporation shall
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be managed by a Board of sixteen (16) Directors.
(1) The Directors shall be divided into three groups,
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each as nearly equal in number as possible. Each group of
Directors shall stand for election upon expiration of their
terms. Directors shall hold office for a term of three (3)
years or until a successor is duly elected and qualified;
provided, however, that at the annual meeting of
shareholders to be held in May 1996, seven (7) Directors
shall be elected with six Directors serving a term of three
(3) years and one (1) Director serving a term of two (2)
years.
(2) The number of Directors may be increased or
decreased from time to time by amendment to these Bylaws
duly adopted by the Directors, but no increase or decrease
shall exceed thirty percent (30%) of the number provided for
immediately before the change if that number was fixed by
the shareholders. No decrease in the number of Directors
shall have the effect of shortening the term of any
incumbent Director. The classification and term of
Directors may be changed from time to time by amendment to
the Bylaws duly adopted by the Directors, but no such change
shall affect the term of any incumbent director.
B. Removal by Shareholders. The shareholders at any meeting,
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by the vote of two-thirds of the number of shares outstanding and
entitled to vote for the election of Directors, may remove any
Director and fill the vacancy. If less than the entire Board is
to be removed, no Director may be removed if the votes cast
against the Director s removal would be sufficient to elect the
Director if then cumulatively voted at an election of the class
of Directors of which the Director is a part.
C. Vacancies. Vacancies in the Board of Directors may be
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filled by the Board at any meeting at which a quorum is present.
If the Directors remaining in office are fewer than a quorum, the
vacancy may be filled by the vote of a majority of the Directors
remaining in office. Any Director appointed by the Board to fill
a vacancy created in the Board of Directors by virtue of an
increase in the number of Directors shall hold office until the
next regular annual meeting of the shareholders at which time the
shareholders shall elect a person to fill such office.
D. Indemnification. The Company shall indemnify each present
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or future Director and Officer of the Company in the manner
provided in Sections 35-1-451 through 35-1-459, M.C.A. The
foregoing right of indemnification shall not exclude or restrict
any other rights or actions which any Director or Officer may
have, and shall be available whether or not the Director or
Officer continues to hold such office at the time of incurring
such expense or discharging such liability.
SECTION 12. Director Meetings. Meetings of the Board of
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Directors shall be held at the times fixed by resolution of the
Board or upon call of the Chairman of the Board, Vice Chairman of
the Board, the Chief Executive Officer, the President or any two
Directors. The Secretary shall give reasonable notice (which
need not exceed two days) of all meetings of Directors, provided
that a meeting may be held without notice immediately after the
annual election, and notice need not be given of regular meetings
held at times fixed by resolution of the Board. Meetings may be
held at any time without notice if all the Directors are present
or if those not present waive notice in writing either before or
after the meeting. Notice by mail, facsimile or telegraph to the
usual business or residence address of the Director not less than
the time above specified before the meeting shall be sufficient.
A majority of the Board shall constitute a quorum, but any number
less than a quorum may adjourn the meeting from time to time, or
to a day certain.
SECTION 13. Designation of Officers. The Board of Directors,
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as soon as may be convenient after the election of Directors in
each year, shall elect one of their number Chairman of the Board
and may elect one of their number as Vice Chairman of the Board.
The Board shall also elect a President. The Board shall either
designate any one of these Officers as Chief Executive Officer of
the Corporation, or elect a Chief Executive Officer separately.
The Board shall also elect a Secretary, a Treasurer, a
Controller, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more
Assistant Controllers, and such other Officers as they deem
proper.
Any two or more offices may be held by the same person. The
term of office of all Officers shall be until the next election
of Directors and until their respective successors are chosen and
qualified, but any Officer may be removed from office and any
office may be abolished at any time by the Board of Directors.
Vacancies in the offices shall be filled by the Board of
Directors, save that the Chairman of the Board, the Chief
Executive Officer or the President may from time to time appoint
one or more Assistant Secretaries and one or more Assistant
Treasurers, or may remove such officers; provided that the Board
shall be notified of such appointments or removals at the next
following meeting of the Board.
SECTION 14. Duties of Officers. The powers and duties of the
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Officers of the Corporation shall be as follows:
A. Chief Executive Officer. The person designated by the
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Board to be the Chief Executive Officer of the Corporation, under
the direction of the Board of Directors, shall have general
authority over all the affairs of the Corporation, and over all
other Officers, agents and employees of the Company. In the
event of the absence or disability of the Chief Executive
Officer; a) if the Chief Executive Officer is also Chairman of
the Board, then the provision made for that office shall govern,
and b) if the Chief Executive Officer is separately elected, then
the Chairman of the Board shall perform the duties of that office
until the absence ceases, the disability is removed or the Board
of Directors has named a successor.
B. Chairman of the Board. The Chairman of the Board shall
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preside at all meetings of the shareholders and at all meetings
of the Board of Directors, and shall also have authority to call
special meetings of the Board of Directors, of the Executive
Committee, and of any other standing or special committee
appointed by or upon the authority of the Board of Directors.
The Chairman of the Board shall call meetings of the Executive
Committee when requested by two of its members, and shall do and
perform all acts and things incident to the position of Chairman.
At the request of the Chairman, in the case of absence, or upon a
determination of temporary disability of the Chairman by the
Board of Directors, the duties of that office will be performed
by the following officers, selected in the following order:
1) Chief Executive Officer, 2) Vice Chairman of the Board, and
3) President.
C. Vice Chairman. A Vice Chairman of the Board shall have
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such duties and authority as may be assigned by the Board of
Directors or the Chief Executive Officer.
D. President. The President shall have such duties and
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authority as may be assigned by the Board of Directors or the
Chief Executive Officer.
E. Vice President. Each Vice President shall have such
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authority and shall perform such duties as shall from time to
time be assigned by the Board of Directors or the Chief Executive
Officer.
F. Treasurer. The Treasurer shall have custody of all moneys
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and funds of the Corporation, and shall cause to be kept full and
accurate records of receipts and disbursements of the
Corporation. The Treasurer shall deposit all moneys and other
valuables of the Corporation in the name and to the credit of the
Corporation in such depositaries as may be designated by the
Board of Directors, and shall disburse such funds of the
Corporation as have been duly approved for disbursement. The
Treasurer shall perform such other duties as may from time to
time be prescribed by the Board of Directors or the Chief
Executive Officer.
G. Assistant Treasurer. The Assistant Treasurers shall
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perform such duties as may be assigned from time to time by the
Chief Executive Officer or by the Treasurer. In the absence or
disability of the Treasurer, the duties of that office shall be
performed by the Assistant Treasurer designated by the Chief
Executive Officer.
H. Controller. The Controller shall be the Administrative
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Officer in charge of accounting functions of the Corporation.
The Controller shall perform such other duties as may from time
to time be prescribed by the Board of Directors, or by the Chief
Executive Officer.
I. Assistant Controller. The Assistant Controllers shall
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perform such duties as may be assigned from time to time by the
Chief Executive Officer or by the Controller. In the absence or
disability of the Controller, the duties of that office shall be
performed by the Assistant Controller designated by the Chief
Executive Officer.
J. Secretary. The Secretary shall attend all meetings of the
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Board of Directors and of the Executive Committee and all
meetings of the shareholders, and shall record the minutes of all
proceedings in books to be kept for that purpose. The Secretary
shall be responsible for maintaining a proper share register and
stock transfer books for all classes of shares issued by the
Corporation and shall give, or cause to be given, all notices
required either by law or by the Bylaws. The Secretary shall
keep the seal of the Corporation in safe custody and shall affix
the seal of the Corporation to any instrument requiring it and
shall attest the same. The Secretary shall have such other
duties as may be prescribed by the Board of Directors or the
Chief Executive Officer.
K. Assistant Secretary. The Assistant Secretaries shall
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perform such duties as may be assigned from time to time by the
Chief Executive Officer or by the Secretary. In the absence or
disability of the Secretary, the duties of that office shall be
performed by the Assistant Secretary designated by the Chief
Executive Officer.
L. Other. Such other Officers as may from time to time be
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appointed by the Board of Directors shall have such duties and
authority as may be assigned to them from time to time by the
Board or by the Chief Executive Officer.
SECTION 15. Board Committees.
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A. Executive Committee. The Board of Directors, as soon as
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may be convenient after the election of Directors in each year,
may by a resolution passed by a majority of the whole Board
appoint three or more of their number to constitute an Executive
Committee which, subject to the provisions of the charter of the
Corporation and of the Bylaws, shall have and may exercise during
the intervals between the meetings of the Board all of the powers
vested in the Board in the management of the business, affairs
and property of the Corporation, except as limited by these
Bylaws, the Articles of Incorporation, the laws of the State of
Montana, or a resolution of the Board of Directors. The Board
shall have the power at any time to change the membership of such
Committee and to fill vacancies in it. The Executive Committee
may make rules for the conduct of its business and may appoint
such committees and assistants as it may deem necessary. A
majority of the members of said Committee shall constitute a
quorum.
B. Other Committees. The Board of Directors, by resolution
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adopted by a majority of the full Board of Directors, may
designate, from time to time, from among its members one or more
committees, in addition to the Executive Committee, each of
which, to the extent provided by resolution adopted by a majority
of the full Board of Directors, shall have and may exercise all
of the authority of the Board of Directors, except to the extent
that the authority of any such committee expressly shall be
limited by the provisions of these Bylaws, of the Articles of
Incorporation or of the laws of the State of Montana.
SECTION 16. Miscellaneous Board Authority. The Board of
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Directors is authorized:
(A) Banking. To select such depositaries as they shall
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deem proper for the funds of the Corporation. All checks, drafts
or orders for the payment of money against such deposited funds
and all notes and acceptances shall be signed and countersigned
by persons to be specified by the Board of Directors or the
Executive Committee.
(B) Director Compensation. To authorize the payment of
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compensation to the Directors for services to the Corporation,
including fees for attendance at meetings of the Board of
Directors and of the Executive Committee and all other committees
and to determine the amount or basis of such compensation and
fees;
(C) Record Dates. To fix (in lieu of closing the stock
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transfer books, as authorized by Section 10) in advance a date,
not exceeding seventy (70) days before and during any meetings of
shareholders, the payment of any dividend, the allotment of
rights, or the date when any change or conversion or exchange of
shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of and to
vote at any such meeting, or entitled to receive payment of any
such dividend, or any such allotment of rights, or exercise such
rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any such record date
fixed as aforesaid.
SECTION 17. Corporate Seal. The corporate seal of the
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corporation shall be in such form as the Board of Directors shall
prescribe.
SECTION 18. Amendment of Bylaws. Either the Board of
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Directors or the shareholders entitled to vote for the election
of Directors may alter or amend these Bylaws at any meeting duly
held as above provided, the notice of which includes notice of
the proposed amendment. Any such alteration or amendment shall
be made in accordance with Section 35-1-234, M.C.A.
SECTION 19. Disposition of Assets.
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A. Disposition in Ordinary Course of Business. The Board of
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Directors shall have authority to sell, lease, exchange or
otherwise dispose of, the whole or any part of the property and
assets of every kind and description of the Corporation in the
ordinary and usual course of business, for property, cash, or for
the whole or any part of the capital stock of any other corpora-
tion, whether domestic or foreign, or otherwise, as the Board may
determine, and upon such terms and conditions as the Board may
determine. Said Board shall have plenary powers in carrying out
the authority herein granted.
B. Mortgage or Pledge. The Board may mortgage or pledge any
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or all the property and assets of the Corporation, whether or not
in the usual and regular course of business, upon such terms and
conditions, and for such consideration, which may consist in
whole or in part of money or property, real or personal,
including shares of any other corporation, domestic or foreign,
as shall be authorized by the Board of Directors.
C. Disposition of All or Substantially All Assets. The Board
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may, by resolution, recommend the sale, lease, exchange or other
disposition of all or substantially all the property and assets
of the Corporation, and direct the submission of the resolution
to a vote of the shareholders at either a regular or special
meeting. Written notice shall be given each shareholder, whether
or not entitled to vote at such meeting, at least thirty
(30) days before such meeting, and shall state that the purpose,
or one of the purposes, is to consider the proposed sale, lease,
exchange, or other disposition. At such meeting, the affirmative
vote of holders of two-thirds (2/3) of the shares entitled to
vote thereat is required to authorize such sale, lease, exchange
or other disposition. Nevertheless, the Board may thereafter
abandon such sale, lease, exchange or other disposition without
further shareholder action. SECTION 20. Office of the
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Corporation. There is an administrative organization within the
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corporation called the Office of the Corporation, consisting of
such persons as the Chief Executive Officer may designate. The
function of the Office of the Corporation is to provide
supervision, policy direction and corporate services for all
branches of the business of the Company and its subsidiaries.
SECTION 21. Corporate Acquisition of its Own Shares.
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The Company may acquire its own shares, and shares so
acquired shall constitute authorized and issued shares.