BYLAWS
OF
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
ARTICLE I
SHARES AND TRANSFERS
Section 1. Each holder of duly paid shares of the Company shall be
entitled to a certificate or certificates stating the number and class of shares
owned by such holder. Such certificates shall be signed by the appropriate
officers of the Company (which, in the absence of contrary action by the Board,
shall be the President or any Vice President and the Secretary or any Assistant
Secretary of the Company); shall be sealed with the corporate seal of the
Company, which seal may be facsimile; and shall be countersigned by a Transfer
Agent, and countersigned and registered by a Registrar, appointed by the Board.
If a certificate is countersigned by a Transfer Agent and countersigned and
registered by a Registrar, other (in each case) than the Company itself or its
employee, the signature of either or both of such officers of the Company, and
the countersignature of any such Transfer Agent or its officer or employee, may
be facsimiles. In case any officer of the Company, or any officer or employee of
a Transfer Agent, who has signed or whose facsimile signature has been placed
upon any such certificate shall cease to be an officer of the Company or an
officer or an employee of the Transfer Agent, as the case may be, before such
certificate is issued, the certificate may be issued by the Company with the
same effect as if such officer of the Company or such officer or employee of the
Transfer Agent had not ceased to be such at the date of issue of such
certificate.
Section 2. Shares shall be transferable only on the books of the
Company and upon proper endorsement and surrender of the outstanding certificate
or certificates representing such shares. If an outstanding certificate shall be
lost, destroyed or stolen, the holder thereof may have a new certificate upon
producing evidence satisfactory to the Company of such loss, destruction or
theft and upon furnishing to the Company, the Transfer Agent and the Registrar
indemnity deemed sufficient by the Company.
Section 3. Notwithstanding the foregoing provisions of this Article I,
the Board of Directors may also provide by resolution that some or all of any or
all classes and series of its shares shall be uncertificated shares, provided
that such resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Company. Except as otherwise
provided by statute, the rights and obligations of the holders of uncertificated
shares and the rights and obligations of the holders of certificates
representing shares of the same class and series shall be identical.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. The annual meeting of the shareholders shall be held on the
Thursday immediately preceding the fourth Tuesday in April of each year (or if
such 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 called by the
President, by the Board of Directors, by the holders of not less than one-fifth
of all the outstanding shares entitled to vote on the matter for which the
meeting is called, or in such other manner as may be provided by statute. Each
such special meeting shall be held at such location, within or without the State
of Illinois, as the Board of Directors shall order.
Section 3. Written notice of the place, day and hour of each meeting of
shareholders and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given to each shareholder of record
entitled to vote at such meeting. Such notice shall be sent by mail to each such
shareholder, at the address of such shareholder as it appears on the records of
the Company, not less than ten days or more than sixty days before the date of
the meeting, except in cases where some other special method of notice may be
required by statute, in which case the statutory method shall be followed.
Notice of any meeting of the shareholders may be waived by any shareholder.
Attendance of a shareholder (either in person or by proxy) at any meeting shall
constitute waiver of notice thereof unless the shareholder (in person or by
proxy, as the case may be) at the meeting objects to the holding of the meeting
because proper notice was not given.
Section 4. At any shareholders' meeting a majority of the shares
outstanding and entitled to vote on the matter (excluding such shares as may be
owned by the Company) must be represented (either in person or by proxy) in
order to constitute a quorum for consideration of such matter, but the
shareholders represented at any meeting, though less than a quorum, may adjourn
the meeting to some other day or sine die. If a quorum is present (either in
person or by proxy) at a shareholders' meeting, the affirmative vote of the
holders of the majority of shares represented at the meeting and entitled to
vote on a matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes shall be required by law or the Articles of
Incorporation.
Section 5. The President and Secretary of the Company shall act as
Chairman and Secretary, respectively, of each shareholders' meeting, unless the
shareholders represented at the meeting shall otherwise decide.
ARTICLE III
BOARD OF DIRECTORS
Section 1. The business and affairs of the Company shall be managed by
or under the direction of the Board of Directors consisting of not less than
four or more than nine members. The exact number of directors within the minimum
and maximum limitations specified in the preceding sentence shall be fixed from
time to time by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors. The Board of Directors shall be
elected at each annual meeting of the shareholders, but, if for any reason the
election shall not be held at an annual meeting, it may be subsequently held at
any special meeting of the shareholders after proper notice. Directors so
elected shall hold office until the next succeeding annual meeting of
shareholders or until their respective successors, willing to serve, shall have
been elected and qualified. Any vacancy occurring in the Board of Directors
arising between meetings of shareholders by reason of an increase in the number
of directors or otherwise may be filled by a majority of the members of the
Board.
Section 2. A meeting of the Board of Directors shall be held on the
same date as the annual meeting of shareholders in each year, at the same place
where such annual meeting shall have been held or at such other place as shall
be determined by the Board. Regular meetings of the Board shall be held in such
place, within or without the State of Illinois, and on such dates each year as
shall be established from time to time by the Board. Notice of every such
regular meeting of the Board, stating the place, day and hour of the meeting,
shall be given to each director personally, or by telegraph or other written
means of electronic communication, or by depositing the same in the mails
properly addressed, at least two days before the date of such meeting. Except
where required by statute, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in the
notice or waiver of notice of such meeting.
Section 3. Special meetings of the Board of Directors may be called at
any time by the President, or by a Vice President, when acting as President, or
by any two directors. Notice of such meeting, stating the place, day and hour of
the meeting shall be given to each director personally in writing, or by
telegraph or other written means of electronic communication, or by depositing
the same in the mails properly addressed, or orally promptly confirmed by
written notice in any one of the aforesaid
forms, not less than the day prior to the date of such meeting.
Section 4. Notice of any meeting of the Board may be waived by any
director. Attendance of a director at any meeting shall constitute waiver of
notice of such meeting except where a director attends a meeting for the express
purpose of objecting to the transaction of any business at the meeting because
the meeting is not lawfully called or convened.
Section 5. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board, but less
than a majority of the Board may adjourn the meeting to some other day or sine
die. The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board unless the vote of a greater
number or the vote of any class of directors shall be required by the Articles
of Incorporation. The President of the Company shall act as Chairman at each
meeting of the Board but, in the President's absence, one of the directors
present at the meeting who shall have been elected for the purpose by majority
vote of those directors in attendance shall act as Chairman; and the Secretary
of the Company, or in the Secretary's stead, an Assistant Secretary shall act as
Secretary at each such meeting. The members of the Board shall receive such
compensation as the Board may from time to time by resolution determine.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. A majority of directors may appoint committees, standing or
special, from time to time from among members of the Board, and confer powers on
such committees and revoke such powers and terminate the existence of such
committees at its pleasure.
Section 2. Meetings of any committee may be called in such manner and
may be held at such times and places as such committee may by resolution
determine, provided that a meeting of any committee may be called at any time by
the President of the Company. Members of all committees shall receive such
compensation as the Board of Directors may from time to time by resolution
determine.
Section 3. Each committee shall have such authority of the Board of
Directors as shall be granted to it by the Board; provided, however, a committee
may not take any action not permitted to be taken by a committee pursuant to the
Business Corporation Act of 1983, as amended from time to time.
ARTICLE V
OFFICERS
Section 1. There shall be elected by the Board of Directors (if
practicable at its first meeting after the annual election of directors in each
year) the following principal officers, namely: A President, such number of Vice
Presidents as the Board may from time to time decide upon (any one or more of
whom may be designated as Executive Vice President, Senior Vice President or
otherwise), a Secretary, a Treasurer and a Controller. References in these
Bylaws to Vice Presidents shall include any such Executive Vice President,
Senior Vice President or other Vice President, however denominated. The Board
may in its discretion also elect such other officers as may from time to time be
provided for by the Board. Any two or more offices may be held by the same
person. All officers, unless sooner removed, shall hold their respective offices
until the first meeting of the Board of Directors after the next succeeding
annual election of directors and until their successors, willing to serve, shall
have been elected, but any officer, including any officer appointed by the
President as provided in Section 2 of this Article V, may be removed from office
at the pleasure of the Board. Election or appointment of an officer shall not of
itself create contract rights.
Section 2. The President shall be the chief executive officer of the
Company and shall have the general management and direction, subject to the
control of the Board of Directors, of the business of the Company, including the
power to appoint and to remove and discharge any and all assistant officers,
agents and employees of the Company not elected or appointed directly by the
Board of Directors. The President may execute for and on behalf of the Company
any contracts, deeds, mortgages, leases, bonds, or other instruments and may
accomplish such execution either under or without the seal of the Company and
either individually or with the Secretary, any Assistant Secretary, or any other
officer or person thereunto authorized by the Board of Directors, according to
the requirements of the form of the instrument. The President shall have such
other powers and duties as usually devolve upon the president of a corporation,
and such further powers and duties as may from time to time be prescribed by the
Board of Directors. The President may delegate any part of the duties of that
office to one or more of the Vice Presidents of the Company.
Section 3. Each of the Vice Presidents shall have such powers and
duties as may be prescribed for such office by the Board of Directors or as may
be prescribed for or delegated to such officer by the President. Each Vice
President may execute for and on behalf of the Company any contracts, deeds,
mortgages, leases, bonds, or other instruments in each case in accordance with
the authority therefor granted by the President or the Board of Directors, which
authority may be general or confined to specific instances. Such execution may
be accomplished either
individually or with any other officer or person thereunto authorized by
the President or the Board of Directors, according to the requirements of the
form of the instrument. In the absence or inability of the President or in case
of the President's death, resignation or removal from office, the powers and
duties of the President shall temporarily devolve upon such one of the Vice
Presidents as the Board shall have designated or shall designate for the purpose
and the Vice President so designated shall have and exercise all the powers and
duties of the President during such absence or disability or until the vacancy
in the office of President shall be filled. Each Vice President may delegate any
part of the duties of that office to employees of the Company under such Vice
President's supervision.
Section 4. The Secretary shall attend all meetings of the Board of
Directors, shall keep a true and faithful record thereof in proper books to be
provided for that purpose, and shall have the custody and care of the corporate
seal, records, minutes and stock books of the Company. The Secretary shall also
act as Secretary of all shareholders' meetings, and keep a record thereof,
except to the extent some other person may have been selected to act as
Secretary by such meeting. The Secretary shall keep a suitable record of the
addresses of shareholders, shall have general charge of the stock transfer books
of the Company, and shall, except as may be otherwise required by statute or by
the Bylaws, sign, issue and publish all notices required for meetings of
shareholders and for meetings of the Board of Directors. The Secretary shall
sign all share certificates, bonds and mortgages, and all other documents and
papers to which the Secretary's signature may be necessary or appropriate, shall
affix the seal, and shall have such other powers and duties as are commonly
incidental to the office of Secretary or as may be prescribed for or delegated
to that office by the Board of Directors, by the President, or, if authorized by
the Board or the President to prescribe such powers and duties, by a Vice
President. The Secretary may delegate any part of the duties of that office to
employees of the Company under the Secretary's supervision.
Section 5. The Treasurer shall have charge of, and be responsible for,
the collection, receipt, custody and disbursement of the funds of the Company,
and the deposit of its funds in the name of the Company in such banks, trust
companies or safety vaults as the Board of Directors may direct which direction
may be general or confined to specific depositories. The Treasurer shall have
custody of such books, receipted vouchers and other papers and records as in the
practical business operations of the Company shall naturally belong in the
office or custody of the Treasurer or as shall be placed in the custody of the
Treasurer by the Board of Directors, by the President, or, if authorized by the
Board or the President, by a Vice President. The Treasurer shall have such other
powers and duties as are commonly incidental to the office of Treasurer or as
may be prescribed for or delegated to that office by the Board
of Directors, by the President, or, if authorized by the Board or the
President to prescribe such powers and duties, by a Vice President. The
Treasurer may be required to give a bond to the Company for the faithful
discharge of the Treasurer's duties, in such form and in such amount and with
such sureties as shall be determined by the Board of Directors. The Treasurer
may delegate any part of the Treasurer's duties to employees of the Company
under the Treasurer's supervision.
Section 6. The Controller shall be the principal accounting officer of
the Company. Except as otherwise provided in these Bylaws and except as
otherwise provided by the Board of Directors, the Controller will be responsible
for the direction of the auditing organization of the Company (other than the
Internal Audit function), the establishment and maintenance of accounting
procedures, the interpretation of all financial statements and accounting
reports of the Company and functional supervision over the records of all other
departments of the Company pertaining to revenues, expenses, moneys, securities,
properties, materials and supplies. The Controller shall have such other powers
and duties as are commonly incidental to the office of Controller or as may be
prescribed for or delegated to the Controller by the Board of Directors, by the
President, or, if authorized by the Board or the President to prescribe such
powers and duties, by a Vice President. The Controller may be required to give a
bond to the Company for the faithful discharge of the Controller's duties, in
such form and in such amount and with such sureties as shall be determined by
the Board of Directors. The Controller may delegate any part of the Controller's
duties to employees of the Company under the Controller's supervision.
Section 7. The Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Assistant Controllers shall, respectively, assist the
Vice Presidents, the Secretary, the Treasurer and the Controller of the Company
in the performance of the respective duties assigned to such principal officers
and, in assisting the respective principal officer, each assistant officer
shall, for such purposes, have the same powers as the respective principal
officer. The powers and duties of any principal officer shall, except as
otherwise ordered by the Board of Directors, temporarily devolve upon the
respective assistant in case of the absence, disability, death, resignation or
removal from office of such principal officer.
ARTICLE VI
MISCELLANEOUS
Section 1. The funds of the Company shall be deposited to its credit in
such banks or trust companies as the Board of Directors from time to time shall
approve, which approval may be general or confined to specific instances. Such
funds shall be withdrawn only on checks or drafts of the Company or by direct,
wire or other electronic transfer of funds for the purposes of the Company in
accordance with procedures relating to signatures and authorizations by officers
of the Company which are approved by the Board of Directors from time to time,
which approval may be general or confined to specific instances.
Section 2. No debts shall be contracted except for current expenses
unless authorized by the Board of Directors, and no bills shall be paid by the
Treasurer unless audited and approved by the Controller or by some other person
or committee authorized by the Board of Directors to audit and approve bills for
payment.
Section 3. All distributions to shareholders and all acquisitions by
the Company of its own shares shall be authorized by the Board of Directors.
Section 4. The fiscal year of the Company shall close at the end of
December annually.
Section 5. All or any shares of stock of any corporation owned by the
Company may be voted at any meeting of the shareholders of such corporation by
the President, any Vice President or the Secretary of the Company upon any
question that may be presented at such meeting, and any such officer may, on
behalf of the Company, waive any notice of the calling of such meeting required
by any statute or bylaw and consent to the holding of any such meeting without
notice. The President, any Vice President or the Secretary of the Company shall
have authority to give to any person a written proxy in the name of the Company
and under its corporate seal to vote at any meeting of the shareholders of any
corporation all or any shares of stock of such corporation owned by the Company
upon any question that may be presented at such meeting, with full power to
waive any notice of the calling of such meeting required by any statute or bylaw
and to consent to the holding of any such meeting without notice.
Section 6. (a) The Company shall 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 such person is or was a director, officer, employee or agent of
the Company, or who 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 such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal action or proceeding, if such person had no reasonable cause to
believe such person's 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 such person reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, that the person had reasonable cause to believe that such
person's conduct was unlawful.
(b) The Company shall 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 such person 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)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit, if such person being indemnified acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Company, provided that no indemnification
shall be made with respect to any claim, issue, or matter as to which such
person has been adjudged to have been liable to the Company, unless, and only to
the extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent has been
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding referred to in paragraph (a) or (b), or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
(d) Any indemnification under paragraph (a) or (b) (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 circumstances because such person has met the applicable
standard of conduct set forth in paragraph (a) or (b). Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders of the Company.
(e) 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
such action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Company as authorized in this Section 6.
(f) The indemnification and advancement of expenses provided by or
granted under the other subsections of this Section 6 shall be effective with
respect to acts, errors or omissions occurring prior to, on or subsequent to the
date of adoption hereof and such indemnification shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action by a director, officer,
employee or agent in such person's official capacity and as to action in another
capacity while holding such office.
(g) The Company may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company, or
who 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 any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power to indemnify
such person against such liability under the provisions of this Section 6.
(h) If the Company has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the Company shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.
(i) For purposes of this Section 6 references to "the Company" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section 6 with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.
(j) For purposes of this Section 6, references to "other enterprise"
shall include employee benefit plans, and references to "serving at the request
of the Company" shall include any service as a director, officer, employee or
agent of the Company which imposes duties on, or involves services by such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Company" as
referred to in this Section 6.
(k) The indemnification and advancement of expenses provided by or
granted under this Section 6 shall, unless otherwise provided when authorized or
ratified, 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 that person.
ARTICLE VII
AMENDMENT OR REPEAL OF BYLAWS
These Bylaws may be added to, amended or repealed by the Board of
Directors at any regular or special meeting of the Board.
STATE OF ILLINOIS )
)SS.
COUNTY OF SANGAMON )
I, the undersigned, hereby certify that I am Secretary of Central Illinois
Public Service Company and the Custodian of the books and records of said
Company.
I further certify that the above and foregoing is a true copy of the
Bylaws of said Company in effect on ,19 .
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said Company this day of , A.D. 19 .
_______________________
(CORPORATE SEAL)