EXHIBIT 3.1
BYLAWS
ILLINOIS POWER COMPANY
(An Illinois Corporation)
As Amended September 30, 2004
ARTICLE I
Shareholders
Section 1. The annual meeting of the shareholders shall be held on the
fourth Tuesday in April of each year (or if such a day shall be a legal holiday,
then upon the next succeeding day not a legal holiday) or upon such other day
determined by resolution of the Board of Directors. Each such regular annual
meeting shall be held at such time and at such location, within or without the
State of Illinois, as the Board of Directors shall order. At such annual
meeting, a board of directors shall be elected and such other business shall be
transacted as may properly come before such meeting.
Section 2. Special meetings of the shareholders may be held upon call of
the Chairman, the President, or of the Board of Directors or of shareholders
holding not less than one-fifth of the shares of the capital stock of the
Corporation issued and outstanding, at such time and at 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 shareholders, at such time and at such place as may be stated
in the call and notice.
Section 3. Notice stating the place, date and hour of every meeting of the
shareholders, and in the case of a special meeting further stating the purpose
for which such meeting is call, 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 shareholders entitled to vote are present or
represented at the meeting, or all of the shareholders 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
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shareholders, 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
Restated 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. Meeting of the shareholders 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 shareholders 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 shareholders 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
shareholders, 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
The Board of Directors of the Corporation shall consist of not less than
three (3) nor more than eight (8) Directors. The number of Directors may be
fixed or changed from time to time within the aforesaid range, by resolution of
the Board of Directors or shareholders. The Directors shall be elected at the
regular annual meeting of the shareholders; 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. Unless sooner
terminated by any other provision hereof, the term of any Director shall
automatically expire at the first annual meeting of the shareholders following
his or her attainment of the age of 72. Notwithstanding any other provision
hereof, the term of any Director who is an officer or other full-time
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employee of the Corporation shall automatically expire immediately upon his or
her retirement or other termination of employment by the Corporation. 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 may 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 Restated Articles of
Incorporation or by the Bylaws, be the acts of the Board.
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 shareholders 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 shareholders at the same place at which such
meeting is 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 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 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, 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
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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 the 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
director of the Corporation. The Board of Directors shall fix the amount of such
compensation.
Section 8. (a) (1) 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, (b) by or at the direction of the Board
of Directors or (c) by any shareholder of the Corporation who was a shareholder
of record at the time of giving of notice provided for in this Bylaw, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Bylaw.
(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 and such other business must
otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
60th day nor earlier than the close of business on the 90th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder 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
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proxies for election of Directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
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 of the Corporation is increased and
there is no public announcement by the Corporation naming all of the nominees
for Director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, 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 10th day following the
day on which such public announcement is first made by the Corporation.
(b) Only such business 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. 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 (1)
by or at the direction of the Board of Directors or (2) provided that the Board
of Directors has determined that Directors shall be elected at such meeting, by
any shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this Bylaw, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this Bylaw.
In the event the Corporation calls a special meeting of shareholders for the
purpose of electing one or more Directors to the Board of Directors, any such
shareholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Corporation's notice of meeting, if the
shareholder's notice required by paragraph (a) (2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees
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proposed by the Board of Directors to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a
new time period for the giving of a shareholder's notice as described above.
(c) (1) Only such 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 By-Law. Except as otherwise provided by law, the Articles of Incorporation
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 or proposed, as the case may be, 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
(a) of shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of
any series of Preferred Stock to elect Directors under specified circumstances.
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). 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
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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 duly
authorized attorney, upon surrender for cancellation of certificates for a like
number of shares of the same class of stock, with 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.
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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 works "Corporate Seal 1923 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.
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Section 2. Contract with the Corporation. 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. Other Rights of Indemnification. 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. Retroactivity. 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.