UNION ELECTRIC COMPANY
___________
B Y - L A W S
As Amended to December 14, 1998
___________
ARTICLE I.
----------
Stockholders
Section 1. The annual meeting of the stockholders of the Company shall be
held on the Thursday preceding the fourth Tuesday of April in each year (or if
said day be a legal holiday, then on the next succeeding day not a legal
holiday), at the registered office of the Company in the City of St. Louis,
State of Missouri, or at such other place within or without the State of
Missouri as may be stated in the notice of meeting, 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 called by the Chief
Executive Officer or by the Board of Directors pursuant to a resolution adopted
by a majority of the total number of directors which the Company would have if
there were no vacancies.
Section 3. Written or printed notice of each meeting of stockholders
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered or given not less than ten nor more than seventy days before the date
of the meeting, either personally or by mail, to each stockholder of record
entitled to vote thereat, at his address as it appears, if at all, on the
records of the Company. Such further notice shall be given by mail, publication
or otherwise as may be required by law. Meetings may be held without notice if
all the stockholders entitled to vote thereat are present or represented at the
meeting, or if notice is waived by those not present or represented.
- 2 -
Section 4. The holders of record of a majority of the shares of the capital
stock of the Company issued and outstanding, entitled to vote thereat, present
in person or represented by proxy, shall, except as otherwise provided by law,
constitute a quorum at all meetings of the stockholders. If at any meeting there
be no such quorum, such holders of a majority of the shares so present or
represented may successively adjourn the meeting to a specified date not longer
than ninety days after such adjournment, without notice other than announcement
at the meeting, until such quorum shall have been obtained, when any business
may be transacted which might have been transacted at the meeting as originally
notified. The chairman of the meeting or a majority of shares so represented may
adjourn the meeting from time to time, whether or not there is such a quorum.
Section 5. Meetings of the stockholders shall be presided over by the Chief
Executive Officer or, if he is not present, by the Chairman of the Board of
Directors or by the President or, if neither the Chairman nor the President is
present, by such other officer of the Company as shall be selected for such
purpose by the Board of Directors. The Secretary of the Company or, if he is not
present, an Assistant Secretary of the Company or, if neither the Secretary nor
an Assistant Secretary is present, a secretary pro tem to be designated by the
presiding officer 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 Company, entitled to vote thereat, may
vote either in person or by proxy.
Section 7. At all elections for directors the voting shall be by written
ballot. If the object of any meeting be to elect directors or to take a vote of
the stockholders on any proposition of which notice shall have been given in the
notice of the meeting, the person presiding at such meeting shall appoint not
less than two persons, who are not directors, inspectors to receive and canvass
the votes given at such meeting. Any inspector, before he shall enter on the
duties of his office, shall take and subscribe an oath, in the manner provided
by law, that he will execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall take
charge of the polls and after the balloting shall make a certificate of the
result of the vote taken.
Section 8: (a) (1) Nominations of persons for election to the Board of
Directors of the Company and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Company's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Company who was a stockholder of
record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-Law.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (a) (1) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company and such other business must otherwise be a proper
matter for stockholder action. To be
- 3 -
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Company 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
stockholder 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 Company. In no event shall the public announcement
of an adjournment of an annual meeting commence a new time period for the giving
of a stockholder's notice as described above. Such stockholder's notice shall
set forth (a) 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 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 stockholder 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 stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to
the stockholder 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
stockholder, as they appear on the Company's books, and of such beneficial owner
and (ii) the class and number of shares of the Company which are owned
beneficially and of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (a) (2) of
this By-Law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Company is increased and there is no
public announcement by the Company 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 stockholder's
notice required by this By-Law 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 Company
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Company.
(b) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Company's notice of meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Company'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
stockholder of the Company who is a stockholder of record at the time of giving
of notice provided for in this By-Law, who shall be entitled to vote at the
meeting and who complies with the notice
- 4 -
procedures set forth in this By-Law. In the event the Company calls a special
meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as
the case may be), for election to such position(s) as specified in the Company's
notice of meeting, if the stockholder's notice required by paragraph (a) (2) of
this By-Law shall be delivered to the Secretary at the principal executive
offices of the Company 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 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 stockholder's
notice as described above.
(c) (1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders 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 By-Laws, 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 By-Law and, if any proposed nomination or business
is not in compliance with this By-Law, to declare that such defective proposal
or nomination shall be disregarded.
(2) For purposes of this By-Law, "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
Company 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 By-Law, a stockholder
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
By-Law. Nothing in this By-Law shall be deemed to affect any rights (a) of
stockholders to request inclusion of proposals in the Company'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 II.
----------
Directors
Section 1. The property and business of the Company shall be controlled and
managed by its Board of Directors. The number of directors to constitute the
Board of Directors shall be eleven; provided, however, that such number may be
fixed by the Board of
- 5 -
Directors, from time to time, at not less than a minimum of three nor more than
a maximum of fourteen (subject to the rights of the holders of Preferred Stock
as set forth in the Articles of Incorporation of the Company, as amended). Any
such change shall be reported to the Secretary of State of the State of Missouri
within thirty (30) calendar days of such change. The members of the Board of
Directors shall be stockholders in the Company, not less than one of whom shall
be a bona fide citizen of the State of Missouri. Except as otherwise provided in
the Articles of Incorporation of the Company, as amended, the directors shall
hold office until the next annual election and until their successors shall be
elected and qualified. A majority of the members of the Board of Directors 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 such quorum shall have been obtained, when
any business may be transacted which might have been transacted at the original
meeting had a quorum been present.
Section 2. Vacancies in the Board of Directors, including vacancies created
by newly created directorships, shall be filled in the manner provided in the
Articles of Incorporation of the Company, as amended, and, except as otherwise
provided therein, the directors so elected shall hold office until their
successors shall be elected and qualified.
Section 3. Meetings of the Board of Directors shall be held at such time
and place within or without the State of Missouri as may from time to time be
fixed by resolution of the Board, or as may be stated in the notice 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 Chief Executive Officer or the Executive Committee, by oral,
telegraphic or written notice, duly given or sent or mailed to each director not
less than two (2) days before any such meeting. The notice of any meeting of the
Board need not specify the purposes thereof except as may be otherwise required
by law. Meetings may be held at any time without notice if all of the directors
are present or if those not present waive notice of the meeting, in writing.
Section 4. The Board of Directors, by the affirmative vote of a majority of
the whole Board may appoint an Executive Committee, to consist of two or more
directors, one of whom shall be a bona fide citizen of the State of Missouri, as
the Board may from time to time determine. The Executive Committee shall have
and may exercise to the extent permitted by law, when the Board is not in
session, all of the powers vested in the Board, except the power to fill
vacancies in the Board, the power to fill vacancies in or to change the
membership of said Committee, and the power to make or amend By-Laws of the
Company. The Board shall have the power at any time to fill vacancies in, to
change the membership of, or to dissolve, the Executive Committee. The Executive
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 the Executive Committee shall constitute a quorum.
- 6 -
Section 5. 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 any such committee may determine its action and fix the
time and place of its meetings, unless the Board of Directors shall otherwise
provide.
ARTICLE III.
------------
Officers
Section 1. As soon as is practicable after the election of directors at the
annual meeting of stockholders, the Board of Directors shall elect one of its
members President of the Company, and shall elect a Secretary. The Board may
also elect from its members a Chairman of the Board of Directors (which office
may be held by the President) and one or more Vice Chairman of the Board of
Directors. The Board shall designate either the Chairman, if any, or the
President as the Chief Executive Officer of the Company. In addition, the Board
may elect one or more Vice Presidents (any one or more of whom may be designated
as Senior or Executive Vice Presidents), and a Treasurer, and from time to time
may appoint such Assistant Secretaries, Assistant Treasurers and other officers,
agents, and employees as it may deem proper. The offices of Secretary and
Treasurer may be held by the same person, and a Vice President of the Company
may also be either the Secretary or the Treasurer.
Section 2. Between annual elections of officers, the Board of Directors may
effect such changes in Company offices as it deems necessary or proper.
Section 3. Subject to such limitations as the Board of Directors may from
time to time prescribe, the officers of the Company shall each have such powers
and duties as generally pertain to their respective offices, as well as such
powers and duties as from time to time may be conferred by the Board of
Directors or the Executive Committee. The Treasurer and the Assistant Treasurers
may be required to give bond for the faithful discharge of their duties, in such
sum and of such character as the Board of Directors may from time to time
prescribe.
ARTICLE IV.
-----------
Indemnification
Each person who now is or hereafter becomes a director (which term as used
in this Article shall include an advisor to the Board of Directors), officer,
employee or agent of the Company, or who now is or hereafter becomes a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise at the request of the
- 7 -
Company, shall be entitled to indemnification as provided by law. Such right of
indemnification shall include, but not be limited to, the following:
Section 1. (a) The Company may 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, other than an action by or in the right of the Company, by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in subsections (a) and (b) above, or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the action, suit, or proceeding.
(d) Any indemnification under subsections (a) and (b) above, unless ordered
by a court, shall be made by the Company only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the
- 8 -
circumstances because he has met the applicable standard of conduct set forth in
this Section. The determination shall be made by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to the
action, suit, or proceeding, or if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or by the stockholders.
Section 2. (a) In addition to the indemnity authorized or contemplated
under other Sections of this Article, the Company shall further indemnify to the
maximum extent permitted by law, 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 (including appeals), whether civil, criminal, investigative
(including private Company investigations), or administrative, including an
action by or in the right of the Company, by reason of the fact that the person
is or was a director, officer, or employee of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, for and against any
and all expenses incurred by such person, including, but not limited to,
attorneys' fees, judgments, fines (including any excise taxes or penalties
assessed on a person with respect to an employee benefit plan), and amounts paid
in settlement actually or reasonably incurred by him in connection with such
action, suit or proceeding, provided that the Company shall not indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.
(b) Where full and complete indemnification is prohibited by law or public
policy, any person referred to in subsection (a) above who would otherwise be
entitled to indemnification nevertheless shall be entitled to partial
indemnification to the extent permitted by law and public policy. Furthermore,
where full and complete indemnification is prohibited by law or public policy,
any person referred to in subsection (a) above who would otherwise be entitled
to indemnification nevertheless shall have a right of contribution to the extent
permitted by law and public policy in cases where said party is held jointly
liable with the Company.
Section 3. The indemnification provided by Sections 1 and 2 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under the articles of incorporation or bylaws or any agreement, vote
of stockholders or disinterested directors or otherwise both as to action in his
official capacity and as to action in another capacity while holding such
office, and the Company is hereby specifically authorized to provide such
indemnification by any agreement, vote of stockholders or disinterested
directors or otherwise. The indemnification 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 a person.
Section 4. The Company is authorized to purchase and maintain insurance on
behalf of, or provide another method or methods of assuring payment to, any
person who is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership,
- 9 -
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of this Article.
Section 5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Company in advance of the final disposition of
the action, suit, or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as authorized in
this Article.
Section 6. This Article may be hereafter amended or repealed; provided,
however, that no amendment or repeal shall reduce, terminate or otherwise
adversely affect the right of a person who is or was a director, officer,
employee or agent to obtain indemnification with respect to an action, suit, or
proceeding that pertains to or arises out of actions or omissions that occur
prior to the effective date of such amendment or repeal.
ARTICLE V.
----------
Certificates of Stock
Section 1. The interest of each stockholder shall be evidenced by
certificates for shares of stock of the Company, in such form as the Board of
Directors may from time to time prescribe. The certificates for shares of stock
of the Company shall be signed by the Chairman, if any, or the President or a
Vice President (including Senior or Executive Vice Presidents) and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of
the Company and sealed with the seal of the Company and shall be countersigned
and registered in such manner, if any, as the Board of Directors may from time
to time prescribe. Any or all the signatures on the certificate may be facsimile
and the seal may be facsimile, engraved or printed. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, the certificate may nevertheless
be issued by the Company with the same effect as if the person were an officer,
transfer agent or registrar at the date of issue.
Section 2. The shares of stock of the Company shall be transferable only on
the books of the Company by the holders thereof in person or by duly authorized
attorney, upon surrender for cancellation of certificates for the same number of
shares of the same class of stock, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signatures as the Company or its agents may reasonably
require.
- 10 -
Section 3. No certificate for shares of stock of the Company shall be
issued in place of any certificate alleged to have been lost, stolen or
destroyed, except upon production of such evidence of such loss, theft or
destruction, and upon the Company being indemnified to such extent and in such
manner as the Board of Directors in its discretion may require.
ARTICLE VI.
-----------
Closing of Stock Transfer Books or
Fixing Record Date
The Board of Directors shall have power to close the stock transfer books
of the Company for a period not exceeding seventy days preceding the date of any
meeting of stockholders or the date of payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
shares shall go into effect; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date, not exceeding seventy days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for 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
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or
entitled to any such allotment of rights, or entitled to exercise the rights in
respect of any such change, conversion or exchange of shares. In such case such
stockholders and only such stockholders as shall be stockholders of record on
the date of closing the stock transfer books or on the record date so fixed
shall be entitled to notice of, and to vote at, such meeting, and any
adjournments thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Company after
such date of closing of the transfer books or such record date fixed as
aforesaid.
ARTICLE VII.
------------
Checks, Notes, etc.
All checks and drafts on the Company'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. The Board of Directors may authorize any such officer
or agent to sign and, when the Company's seal is on the instrument, to attest
any of the foregoing instruments by the use of a facsimile signature, engraved
or printed or otherwise affixed thereto. In case any officer or agent who has
signed or whose facsimile signature has been placed upon any such instrument for
the payment of money shall have ceased to be such officer or agent before such
instrument is issued, such instrument may
- 11 -
nevertheless be issued by the Company with the same effect as if such officer or
agent had not ceased to be such officer or agent at the date of its issue.
ARTICLE VIII.
-------------
Fiscal Year
The fiscal year of the Company shall begin on the first day of
January in each year and shall end on the thirty-first day of December
following
until otherwise changed by resolution of the Board, and the Board is authorized
at any time by resolution to adopt and fix a different fiscal year for the
Company.
ARTICLE IX.
-----------
Corporate Seal
The corporate seal shall have inscribed thereon the name of the Company and
the words "Corporate Seal, Missouri".
ARTICLE X.
----------
Amendments
The By-Laws of the Company may be made, altered, amended, or repealed by
the Board of Directors.