<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 2)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED JUNE 30, 1995
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------ -------------
COMMISSION FILE NUMBER 1-2967.
UNION ELECTRIC COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSOURI 43-0559760
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1901 CHOUTEAU AVENUE, ST. LOUIS, MISSOURI 63103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
Registrant's telephone number, including area code: (314) 621-3222
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X . No .
----- ----
Shares outstanding of each of registrant's classes of common stock as of August
31, 1995:
Common Stock, $5 par value--102,123,834
(excl. 42,990 treasury shares)
<PAGE>
UNION ELECTRIC COMPANY
INDEX
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Item 5. Other Matters........................................... 1
Item 6. Exhibits and Reports on Form 8-K........................ 2
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<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER MATTERS
On August 11, 1995, the Board of Directors of the registrant (the "Board of
Directors") approved and adopted certain amendments to the registrant's bylaws
(the "Bylaws"). These amendments: (i) amend Article I, Section 2 of the Bylaws
to provide that special meetings of the registrant's shareholders may be called
only by the chief executive officer of the registrant or by resolution of a
majority of the whole Board of Directors; (ii) amend Article I, Section 4 of
the Bylaws to provide that meetings of the registrant's shareholders may be
adjourned by the chairman of the Board of Directors or by a majority of the
shares represented at such meeting; and (iii) add a Section 8 to Article I,
providing orderly procedures for the making of and receiving of stockholder
nominations and other proposals. Amendment (iii) referred to in the foregoing
sentence provides generally:
(a) that nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders (i) pursuant to the
registrant's notice of meeting, (ii) by or at the direction of the
Board of Directors or (iii) by any stockholder who was a stockholder of
record at the time of giving of notice provided for Article I, Section
8, who is entitled to vote at the meeting and who complies with the
notice procedures set forth below;
(b) that stockholders must give notice of nominations of persons for
election to the Board of Directors and the proposal of business to be
considered by stockholders at the annual meeting not less than 60 days
nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting (unless the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, in which case notice may be given not earlier than
the 90th day prior to such meeting and not later than the 60th day
prior to such meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made);
(c) that stockholders are required to provide (i) with respect to each
person whom the stockholder proposes to nominate for election as a
director, all information relating to such person that is required to
be disclosed in solicitations of proxies for election of director or
is otherwise required pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended and Rule 14a-11
thereunder, (ii) with respect to business that a stockholder proposes,
a brief description of such business, the reasons for conducting such
business and any material interest that such stockholder has in
proposing such business, and (iii) certain additional information with
respect to the stockholder making the proposal and the beneficial
owner on whose behalf such proposal is being made;
(d) that in the event that the number of directors to be elected to the
Board of Directors is increased and there is no public announcement by
the registrant naming all of the nominees 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, the required
stockholder's notice will also be considered timely, but only with
respect to nominees for any new positions created by such increase, if
it is delivered not later than the close of business on the 10th day
following the day on which such public announcement is first made by
the registrant;
(e) that only such business as is properly brought before a special meeting
of shareholders pursuant to the registrant's notice of meeting may be
conducted at a special meeting of shareholders;
(f) that nominations of persons for the election to the Board of Directors
may be made at a special meeting at which directors are to be elected
pursuant to the registrant's notice of meeting by or at the direction
of the Board of Directors or, provided that the Board of Directors has
determined that directors will be elected at such meeting, by any
stockholder of the registrant who is a stockholder of record at the
time of giving of notice, who will be entitled to vote at the meeting
and who complies with the notice procedures; and
1
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(g) that only such persons who are nominated in accordance with the
procedures set forth in Section 8 of Article I, as amended, will be
eligible to serve as directors, and only such business may be conducted
at a special meeting of stockholders as is brought before the meeting
pursuant to the Company's notice of meeting.
The foregoing summary of the amendments to the registrant's Bylaws is
qualified by reference to the full text of the Bylaws, as amended, which is
attached as Exhibit 3(ii) hereto and incorporated herein by reference in its
entirety.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits.
Exhibit 3(ii) -- Bylaws of Union Electric Company, as amended as of August
11, 1995.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNION ELECTRIC COMPANY
(Registrant)
September 7, 1995 By /s/ Donald E. Brandt
-----------------------------------
Donald E. Brandt
Senior Vice President, Finance
and Corporate Services
3
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INDEX OF EXHIBITS
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EXHIBIT PAGE NO.
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Exhibit 3(ii) -- Bylaws of Union Electric Company, as amended as of
August 11, 1995....................................
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<PAGE>
EXHIBIT 3(ii)
UNION ELECTRIC COMPANY
__________
B Y - L A W S
AS AMENDED TO AUGUST 11, 1995
__________
ARTICLE I
---------
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the Company,
---------
beginning with the year 1966, shall be held on 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.
<PAGE>
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
- 2 -
<PAGE>
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 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
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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 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 positions(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
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<PAGE>
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 of (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 Directors, from time to time, at not less
than a minimum of ten 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 form 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.
- 5 -
<PAGE>
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.
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.
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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 of 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 Company, shall be
entitled to indemnification as provided by law. Such right of indemnification
shall include, but not be limited to, the following:
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<PAGE>
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 preceding 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
- 8 -
<PAGE>
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 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 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
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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, 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;
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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
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CERTIFICATES OF STOCK
Section 1. The interest of each stockholder shall be evidenced by
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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
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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
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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.
Section 3. No certificate for shares of stock of the Company shall be
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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
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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
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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
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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 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
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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
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CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
Company and the words "Corporate Seal, Missouri".
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<PAGE>
ARTICLE X
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AMENDMENTS
The By-Laws of the Company may be made, altered, amended, or repealed
by the Board of Directors.
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