SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
-----------------------
Date of Report
(Date of earliest
event reported): January 20, 1999
Interstate Energy Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 1-9894 39-1380265
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices, including zip code)
(608) 252-3311
(Registrant's telephone number)
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Item 5. Other Events.
On January 20, 1999, the Board of Directors of Interstate Energy
Corporation (the "Company") adopted a series of amendments to the Bylaws of the
Company (the "Bylaws"). Among other things, the amendments to the Bylaws provide
(i) procedures for shareowners to call a special meeting; (ii) discretion to the
Board of Directors in postponing shareowner meetings, including special
meetings; (iii) procedures for adjourning a shareowner meeting with or without
shareowner action; (iv) requirements for raising matters that can be considered
at any annual meeting of shareowners; and (v) procedures for shareowners to
nominate persons for election to the Board of Directors. These amendments are
intended to protect shareowners from actions being taken at shareowner meetings
without adequate deliberation and to assist the Company in dealing with such
actions in an organized manner.
The 1999 Annual Meeting of Shareowners of the Company has been
scheduled for May 19, 1999. A shareowner who intends to present business at the
1999 Annual Meeting of Shareowners (including, nominating persons for election
as directors) must comply with the requirements set forth in the Bylaws. Among
other things, to bring business before an annual meeting, a shareowner must give
written notice thereof, complying with the Bylaws, to the Corporate Secretary of
the Company within a specified time period. Accordingly, if the Company does not
receive notice of a shareowner proposal submitted otherwise than pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, prior to March
10, 1999, then the notice will be considered untimely and the Company will not
be required to present such proposal at the 1999 Annual Meeting of Shareowners.
If the Board of Directors chooses to present such proposal at the 1999 Annual
Meeting of Shareowners, then the persons named in proxies solicited by the Board
of Directors for the 1999 Annual Meeting of Shareowners may exercise
discretionary voting power with respect to such proposal.
The amendments to the Bylaws and the Bylaws of the Company, effective
as of January 20, 1999, are attached hereto as exhibits. The foregoing
description of the amendments to the Bylaws does not purport to be complete and
is qualified in its entirety by reference to such exhibits.
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Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(99.1) Amendment to the Bylaws of Interstate Energy
Corporation.
(99.2) Bylaws of Interstate Energy Corporation, effective as
of January 20, 1999.
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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 hereunto duly authorized.
INTERSTATE ENERGY CORPORATION
Date: January 20, 1999 By: /s/ Edward M. Gleason
---------------------------------------
Edward M. Gleason
Vice President, Treasurer and Corporate
Secretary
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INTERSTATE ENERGY CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated January 20, 1999
Exhibit
Number
(99.1) Amendment to the Bylaws of Interstate Energy Corporation.
(99.2) Bylaws of Interstate Energy Corporation, effective as of January 20,
1999.
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AMENDMENT TO THE BYLAWS
OF
INTERSTATE ENERGY CORPORATION
Effective January 20, 1999, the Board of Directors of Interstate Energy
Corporation adopted the following amendment to Article III of the Bylaws of
Interstate Energy Corporation:
ARTICLE III
SHAREOWNERS
Section 3.1 ANNUAL MEETING. - The annual meeting of the shareowners
(the "Annual Meeting") shall be held at such date and time as the Board of
Directors may determine. In fixing a meeting date for any Annual Meeting, the
Board of Directors may consider such factors as it deems relevant within the
good faith exercise of its business judgment. At each Annual Meeting, the
shareowners shall elect that number of directors equal to the number of
directors in the class whose term expires at the time of such meeting. At any
such Annual Meeting, only other business properly brought before the meeting in
accordance with Section 3.14 of these Bylaws may be transacted. If the election
of directors shall not be held on the date fixed as herein provided, for any
Annual Meeting, or any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of shareowners (a "Special
Meeting") as soon thereafter as is practicable.
Section 3.2 SPECIAL MEETINGS.
(a) A Special Meeting may be called only by (i) the Board of Directors
or (ii) the Chief Executive Officer and shall be called by the Chief Executive
Officer upon the demand, in accordance with this Section 3.2, of the holders of
record of shares representing at least 10% of all the votes entitled to be cast
on any issue proposed to be considered at the Special Meeting.
(b) In order that the Corporation may determine the shareowners
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareowners entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareowner of record seeking to have shareowners demand a Special Meeting shall,
by sending written notice to the Secretary of the Corporation by hand or by
certified or registered mail, return receipt requested, request the Board of
Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within ten days after the date on which a valid request to fix
a Demand Record Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand Record Date. If no
Demand Record Date has been fixed by the Board of Directors within ten
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days after the date on which such request is received by the Secretary, the
Demand Record Date shall be the 10th day after the first date on which a valid
written request to set a Demand Record Date is received by the Secretary. To be
valid, such written request shall set forth the purpose or purposes for which
the Special Meeting is to be held, shall be signed by one or more shareowners of
record (or their duly authorized proxies or other representatives), shall bear
the date of signature of each such shareowner (or proxy or other representative)
and shall set forth all information about each such shareowner and about the
beneficial owner or owners, if any, on whose behalf the request is made that
would be required to be set forth in a shareowner's notice described in
paragraph (a) (ii) of Section 3.14 of these Bylaws.
(c) In order for a shareowner or shareowners to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders of
record as of the Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting must be delivered to the Corporation. To be valid, each written
demand by a shareowner for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be held (which purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand Record Date received by the Corporation pursuant to
paragraph (b) of this Section 3.2), shall be signed by one or more persons who
as of the Demand Record Date are shareowners of record (or their duly authorized
proxies or other representatives), shall bear the date of signature of each such
shareowner (or proxy or other representative), and shall set forth the name and
address, as they appear in the Corporation's books, of each shareowner signing
such demand and the class and number of shares of the Corporation which are
owned of record and beneficially by each such shareowner, shall be sent to the
Secretary by hand or by certified or registered mail, return receipt requested,
and shall be received by the Secretary within seventy days after the Demand
Record Date.
(d) The Corporation shall not be required to call a Special Meeting
upon shareowner demand unless, in addition to the documents required by
paragraph (c) of this Section 3.2, the Secretary receives a written agreement
signed by each Soliciting Shareowner (as defined below), pursuant to which each
Soliciting Shareowner, jointly and severally, agrees to pay the Corporation's
costs of holding the Special Meeting, including the costs of preparing and
mailing proxy materials for the Corporation's own solicitation, provided that if
each of the resolutions introduced by any Soliciting Shareowner at such meeting
is adopted, and each of the individuals nominated by or on behalf of any
Soliciting Shareowner for election as a director at such meeting is elected,
then the Soliciting Shareowners shall not be required to pay such costs. For
purposes of this paragraph (d), the following terms shall have the meanings set
forth below:
(i) "Affiliate" of any Person (as defined herein) shall mean
any Person controlling, controlled by or under common control with such
first Person.
(ii) "Participant" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
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(iii) "Person" shall mean any individual, firm, corporation,
partnership, joint venture, association, trust, unincorporated
organization or other entity.
(iv) "Proxy" shall have the meaning assigned to such term in
Rule 14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareowner" shall mean, with respect to any
Special Meeting demanded by a shareowner or shareowners, any of the
following Persons:
(A) if the number of shareowners signing the demand
or demands of meeting delivered to the Corporation pursuant to
paragraph (c) of this Section 3.2 is ten or fewer, each
shareowner signing any such demand;
(B) if the number of shareowners signing the demand
or demands of meeting delivered to the Corporation pursuant to
paragraph (c) of this Section 3.2 is more than ten, each
Person who either (I) was a Participant in any Solicitation of
such demand or demands or (II) at the time of the delivery to
the Corporation of the documents described in paragraph (c) of
this Section 3.2 had engaged or intends to engage in any
Solicitation of Proxies for use at such Special Meeting (other
than a Solicitation of Proxies on behalf of the Corporation);
or
(C) any Affiliate of a Soliciting Shareowner, if a
majority of the directors then in office determine, reasonably
and in good faith, that such Affiliate should be required to
sign the written notice described in paragraph (c) of this
Section 3.2 and/or the written agreement described in this
paragraph (d) in order to prevent the purposes of this Section
3.2 from being evaded.
(e) Except as provided in the following sentence, any Special Meeting
shall be held at such hour and day as may be designated by whichever of the
Board of Directors or the Chief Executive Officer shall have called such
meeting. In the case of any Special Meeting called by the Chief Executive
Officer upon the demand of shareowners (a "Demand Special Meeting"), such
meeting shall be held at such hour and day as may be designated by the Board of
Directors; provided, however, that the date of any Demand Special Meeting shall
be not more than seventy days after the Meeting Record Date (as defined in
Section 3.6 hereof); and provided further that in the event that the directors
then in office fail to designate an hour and date for a Demand Special Meeting
within ten days after the date that valid written demands for such meeting by
the holders of record as of the Demand Record Date of
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shares representing at least 10% of all the votes entitled to be cast on each
issue proposed to be considered at the Special Meeting are delivered to the
Corporation (the "Delivery Date"), then such meeting shall be held at 2:00 P.M.
local time on the 100th day after the Delivery Date or, if such 100th day is not
a Business Day (as defined below), on the first preceding Business Day. In
fixing a meeting date for any Special Meeting, the Board of Directors or the
Chief Executive Officer may consider such factors as it or he deems relevant
within the good faith exercise of its or his business judgment, including,
without limitation, the nature of the action proposed to be taken, the facts and
circumstances surrounding any demand for such meeting, and any plan of the Board
of Directors to call an Annual Meeting or a Special Meeting for the conduct of
related business.
(f) The Corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the Corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the Corporation
until the earlier of (i) five Business Days following receipt by the Secretary
of such purported demand and (ii) such date as the independent inspectors
certify to the Corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting. Nothing contained in this
paragraph (f) shall in any way be construed to suggest or imply that the Board
of Directors or any shareowner shall not be entitled to contest the validity of
any demand, whether during or after such five Business Day period, or to take
any other action (including, without limitation, the commencement, prosecution
or defense of any litigation with respect thereto).
(g) For purposes of these Bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close.
Section 3.3 PLACE OF MEETING. - The Board of Directors or the Chief
Executive Officer may designate any place, either within or without the State of
Wisconsin, as the place for any Annual Meeting or any Special Meeting, or for
any postponement thereof. If no designation is made, the place of meeting shall
be the principal office of the Corporation. Any meeting may be adjourned to
reconvene at any place designated by vote of the Board of Directors or
determined by the Chief Executive Officer.
Section 3.4 NOTICE OF MEETINGS - Written notice stating the date, time
and place of any meeting of shareowners shall be delivered not less than ten
days nor more than seventy days before the date of the meeting (unless a
different time period is provided by the Wisconsin Business Corporation Law or
the Articles of Incorporation), either personally or by mail, by or at the
direction of the Chief Executive Officer or the Secretary, to each shareowner of
record entitled to vote at such meeting and to such other persons as required by
the Wisconsin Business Corporation Law. In the event of any Demand Special
Meeting, such notice of meeting shall be sent not more than thirty days after
the Delivery Date. If mailed, notice pursuant to this Section 3.4 shall be
deemed to be effective when deposited in the
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United States mail, addressed to the shareowner at his or her address as it
appears on the stock record books of the Corporation, with postage thereon
prepaid. Unless otherwise required by the Wisconsin Business Corporation Law or
the Articles of Incorporation, a notice of an Annual Meeting need not include a
description of the purpose for which the meeting is called. In the case of any
Special Meeting, (a) the notice of meeting shall describe any business that the
Board of Directors shall have theretofore determined to bring before the meeting
and (b) in the case of a Demand Special Meeting, the notice of meeting (i) shall
describe any business set forth in the statement of purpose of the demands
received by the Corporation in accordance with Section 3.2 of these Bylaws and
(ii) shall contain all of the information required in the notice received by the
Corporation in accordance with Section 3.14(b) of these Bylaws. If an Annual
Meeting or Special Meeting is adjourned to a different date, time or place, the
Corporation shall not be required to give notice of the new date, time or place
if the new date, time or place is announced at the meeting before adjournment;
provided, however, that if a new Meeting Record Date for an adjourned meeting is
or must be fixed, the Corporation shall give notice of the adjourned meeting to
persons who are shareowners as of the new Meeting Record Date.
Section 3.5 WAIVER OF NOTICE - A shareowner may waive any notice
required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice. The waiver shall be in writing and signed by the shareowner entitled to
the notice, contain the same information that would have been required in the
notice under applicable provisions of the Wisconsin Business Corporation Law
(except that the time and place of meeting need not be stated) and be delivered
to the Corporation for inclusion in the corporate records. A shareowner's
attendance at any Annual Meeting or Special Meeting, in person or by proxy,
waives objection to all of the following: (a) lack of notice or defective notice
of the meeting, unless the shareowner at the beginning of the meeting or
promptly upon arrival objects to holding the meeting or transacting business at
the meeting; and (b) consideration of a particular matter at the meeting that is
not within the purpose described in the meeting notice, unless the shareowner
objects to considering the matter when it is presented.
Section 3.6 FIXING OF RECORD DATE. - The Board of Directors may fix in
advance a date not less than ten days and not more than seventy days prior to
the date of an Annual Meeting or Special Meeting as the record date for the
determination of shareowners entitled to notice of, or to vote at, such meeting
(the "Meeting Record Date"). In the case of any Demand Special Meeting, (i) the
Meeting Record Date shall be not later than the 30th day after the Delivery Date
and (ii) if the Board of Directors fails to fix the Meeting Record Date within
thirty days after the Delivery Date, then the close of business on such 30th day
shall be the Meeting Record Date. The shareowners of record on the Meeting
Record Date shall be the shareowners entitled to notice of and to vote at the
meeting. Except as provided by the Wisconsin Business Corporation Law for a
court-ordered adjournment, a determination of shareowners entitled to notice of
and to vote at an Annual Meeting or Special Meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new Meeting
Record Date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting. The Board of Directors
may also fix in advance a date as the record date for the purpose of determining
shareowners entitled to take
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any other action or determining shareowners for any other purpose. Such record
date shall be not more than seventy days prior to the date on which the
particular action, requiring such determination of shareowners, is to be taken.
The record date for determining shareowners entitled to a distribution (other
than a distribution involving a purchase, redemption or other acquisition of the
Corporation's shares) or a share dividend is the date on which the Board of
Directors authorizes the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date.
Section 3.7 SHAREOWNER LIST. - The Corporation shall have available,
beginning two (2) days after the notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, a complete record
of each shareowner entitled to vote at such meeting, or any adjournment thereof,
showing the address of and number of shares held by each shareowner. The
shareowner list shall be available for inspection by any shareowner during
normal business hours at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held. The
Corporation shall make the shareowners' list available at the meeting and any
shareowner or his agent or attorney may inspect the list at any time the meeting
or any adjournment thereof.
Section 3.8 QUORUM AND VOTING REQUIREMENTS.
(a) Shares entitled to vote as a separate voting group may take action
on a matter at any Annual Meeting or Special Meeting only if a quorum of those
shares exists with respect to that matter. If the Corporation has only one class
of stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 3.8. Except as otherwise provided in the Articles of
Incorporation or the Wisconsin Business Corporation Law, a majority of the votes
entitled to be cast on the matter shall constitute a quorum of the voting group
for action on that matter. Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose of objecting to
holding the meeting or transacting business at the meeting, it is considered
present for purposes of determining whether a quorum exists for the remainder of
the meeting and for any adjournment of that meeting unless a new Meeting Record
Date is or must be set for the adjourned meeting. If a quorum exists, except in
the case of the election of directors, action on a matter shall be approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation or the Wisconsin
Business Corporation Law requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, each director to be elected
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at an Annual Meeting or Special Meeting at which a
quorum is present.
(b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution by shareowners if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of
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votes cast against such resolution by the holders of shares of each such voting
group or (ii) at any time prior to the transaction of any business at such
meeting, by the Chairperson of the Board or pursuant to a resolution of the
Board of Directors. No notice of the time and place of adjourned meetings need
be given except as required by the Wisconsin Business Corporation Law. At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 3.9 CONDUCT OF MEETING. - The Chairperson of the Board shall
preside at each meeting of shareowners. In the absence of the Chairperson of the
Board, such persons, in the following order, shall act as chair of the meeting;
the Vice Chairperson of the Board, the Chief Executive Officer, the President,
any Vice President, and the Director in attendance with the longest tenure in
that office. The Secretary, or if absent, an Assistant Secretary, of the Company
shall act as Secretary of each shareowner meeting.
Section 3.10 PROXIES. - Any shareowner having the right to vote at a
meeting of shareowners may exercise such right by voting in person or by proxy
at such meeting. Such proxies shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 3.11 VOTING OF SHARES. - Except as provided in the Articles of
Incorporation or statute, each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting of
shareowners.
Section 3.12 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the Bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by such person, either in person or by proxy, without a transfer of
such shares into that person's name. Shares standing in the name of a trustee
may be voted by such trustee, either in person or by proxy, without a transfer
of such shares into the trustee's name. The Corporation may request evidence of
such fiduciary status with respect to the vote, consent, waiver, or proxy
appointment.
Shares standing in the name of a receiver or trustee in bankruptcy may
be voted by such receiver or trustee, and shares held by or under the control of
a receiver may be voted by such receiver without the transfer of the shares into
such person's name if authority so to do is contained in an appropriate order of
the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the shares held in
the name of a shareholder shall be entitled to vote such shares. The Corporation
may request evidence of such signatory's authority to sign for the shareholder
with respect to the vote, consent, waiver, or proxy appointment.
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Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of Directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
Section 3.13 Action without Meeting. - Any action required or permitted
by the Articles of Incorporation or these Bylaws or any provision of the
Wisconsin Business Corporation Law to be taken at an Annual Meeting or Special
Meeting may be taken without a meeting if a written consent or consents,
describing the action so taken, is signed by all of the shareowners entitled to
vote with respect to the subject matter thereof and delivered to the Corporation
for inclusion in the corporate records.
Section 3.14 Notice of Shareowner Business and Nomination of Directors.
(a) Annual Meetings.
(i) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the shareowners may be made at an Annual Meeting (A)
pursuant to the Corporation's notice of meeting, (B) by or at the
direction of the Board of Directors or (C) by any shareowner of the
Corporation who is a shareowner of record at the time of giving of
notice provided for in this Bylaw and who is entitled to vote at the
meeting and complies with the notice procedures set forth in this
Section 3.14.
(ii) For nominations or other business to be properly brought
before an Annual Meeting by a shareowner pursuant to clause (C) of
paragraph (a)(i) of this Section 3.14, the shareowner must have given
timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a shareowner's notice shall be received by the Secretary
of the Corporation at the principal offices of the Corporation not
later than the earlier of (A) 45 days in advance of the first annual
anniversary (the "Anniversary Date") of the date set forth in the
Corporation's proxy statement for the prior year's Annual Meeting as
the date on which the Corporation first mailed definitive proxy
materials for the prior year's Annual Meeting and (B) the later of (x)
the 70th day prior to such Annual Meeting and (y) the 10th day
following the day on which public announcement of the date of such
meeting is first made. Such shareowner's notice shall be signed by the
shareowner of record who intends to make the nomination or introduce
the other business (or his duly authorized proxy or other
representative), shall bear the date of signature of such shareowner
(or proxy or other representative) and shall set forth: (A) the name
and address, as they appear on this Corporation's books, of such
shareowner and the beneficial owner or owners, if any, on whose behalf
the nomination or proposal is made; (B) the class and number of shares
of the Corporation which are beneficially owned by such shareowner or
beneficial owner or owners; (C) a representation
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that such shareowner is a holder of record of shares of the Corporation
entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to make the nomination or introduce the other
business specified in the notice; (D) in the case of any proposed
nomination for election or re-election as a director, (I) the name and
residence address of the person or persons to be nominated, (II) a
description of all arrangements or understandings between such
shareowner or beneficial owner or owners and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination is to be made by such shareowner, (III) such other
information regarding each nominee proposed by such shareowner as would
be required to be disclosed in solicitations of proxies for elections
of directors, or would be otherwise required to be disclosed, in each
case pursuant to Regulation 14A under the Exchange Act, including any
information that would be required to be included in a proxy statement
filed pursuant to Regulation 14A had the nominee been nominated by the
Board of Directors and (IV) the written consent of each nominee to be
named in a proxy statement and to serve as a director of the
Corporation if so elected; and (E) in the case of any other business
that such shareowner proposes to bring before the meeting, (I) a brief
description of the business desired to be brought before the meeting
and, if such business includes a proposal to amend these Bylaws, the
language of the proposed amendment, (II) such shareowner's and
beneficial owner's or owners' reasons for conducting such business at
the meeting and (III) any material interest in such business of such
shareowner and beneficial owner or owners.
(iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 3.14 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of
the Corporation is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at least 45 days
prior to the Anniversary Date, a shareowner's notice required by this
Section 3.14 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
received by the Secretary at the principal offices of the Corporation
not later than the close of business on the 10th day following the day
on which such public announcement is first made by the Corporation.
(b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to
shareowners pursuant to Section 3.4 of these Bylaws. Nominations of persons for
election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareowner of the Corporation
who (A) is a shareowner of record at the time of giving of such notice of
meeting, (B) is entitled to vote at the meeting and (C) complies with the notice
procedures set forth in this Section 3.14. Any shareowner desiring to nominate
persons for election to the Board of Directors at such a Special Meeting shall
cause a written notice to be received by the Secretary of the Corporation at the
principal offices of the Corporation not earlier than ninety days prior
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to such Special Meeting and not later than the close of business on the later of
(x) the 60th day prior to such Special Meeting and (y) the 10th day following
the day on which public announcement is first made of the date of such Special
Meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. Such written notice shall be signed by the shareowner of record
who intends to make the nomination (or his duly authorized proxy or other
representative), shall bear the date of signature of such shareowner (or proxy
or other representative) and shall set forth: (A) the name and address, as they
appear on the Corporation's books, of such shareowner and the beneficial owner
or owners, if any, on whose behalf the nomination is made; (B) the class and
number of shares of the Corporation which are beneficially owned by such
shareowner or beneficial owner or owners; (C) a representation that such
shareowner is a holder of record of shares of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the nomination specified in the notice; (D) the name and residence address
of the person or persons to be nominated; (E) a description of all arrangements
or understandings between such shareowner or beneficial owner or owners and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by such shareowner; (F) such other
information regarding each nominee proposed by such shareowner as would be
required to be disclosed in solicitations of proxies for elections of directors,
or would be otherwise required to be disclosed, in each case pursuant to
Regulation 14A under the Exchange Act, including any information that would be
required to be included in a proxy statement filed pursuant to Regulation 14A
had the nominee been nominated by the Board of Directors; and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the Corporation if so elected.
(c) General.
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 3.14 shall be eligible to serve as
directors. Only such business shall be conducted at an Annual Meeting
or Special Meeting as shall have been brought before such meeting in
accordance with the procedures set forth in this Section 3.14. The
chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this
Section 3.14 and, if any proposed nomination or business is not in
compliance with this Section 3.14, to declare that such defective
proposal shall be disregarded.
(ii) For purposes of this Section 3.14, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(iii) Notwithstanding the foregoing provisions of this Section
3.14, a shareowner shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with
respect to the
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matters set forth in this Section 3.14. Nothing in this Section 3.14
shall be deemed to limit the Corporation's obligation to include
shareowner proposals in its proxy statement if such inclusion is
required by Rule 14a-8 under the Exchange Act.
11
BYLAWS
OF
INTERSTATE ENERGY CORPORATION
(Effective as of January 20, 1999)
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The Corporation may have
such principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. - The registered office of the
Corporation required by the Wisconsin Business Corporation Law to be maintained
in the State of Wisconsin may be, but need not be, identical with the principal
office in the State of Wisconsin, and the address of the registered office may
be changed from time to time by the Board of Directors or by the registered
agent. The business office of the registered agent of the Corporation shall be
identical to such registered office.
ARTICLE II
SEAL
Section 2.1 CORPORATE SEAL. - The corporate seal shall have inscribed
thereon the name of the Corporation and the words "CORPORATE SEAL, WISCONSIN."
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced.
ARTICLE III
SHAREOWNERS
Section 3.1 ANNUAL MEETING. - The annual meeting of the shareowners
(the "Annual Meeting") shall be held at such date and time as the Board of
Directors may determine. In fixing a meeting date for any Annual Meeting, the
Board of Directors may consider such factors as it deems relevant within the
good faith exercise of its business judgment. At each Annual Meeting, the
shareowners shall elect that number of directors equal to the number of
directors in the class whose term expires at the time of such meeting. At any
such Annual Meeting, only other business properly brought before the meeting in
accordance with Section 3.14 of these Bylaws may be transacted. If the election
of directors shall not be held on the date fixed as herein provided, for any
Annual Meeting, or any adjournment thereof, the
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Board of Directors shall cause the election to be held at a special meeting of
shareowners (a "Special Meeting") as soon thereafter as is practicable.
Section 3.2 SPECIAL MEETINGS.
(a) A Special Meeting may be called only by (i) the Board of Directors
or (ii) the Chief Executive Officer and shall be called by the Chief Executive
Officer upon the demand, in accordance with this Section 3.2, of the holders of
record of shares representing at least 10% of all the votes entitled to be cast
on any issue proposed to be considered at the Special Meeting.
(b) In order that the Corporation may determine the shareowners
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareowners entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareowner of record seeking to have shareowners demand a Special Meeting shall,
by sending written notice to the Secretary of the Corporation by hand or by
certified or registered mail, return receipt requested, request the Board of
Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within ten days after the date on which a valid request to fix
a Demand Record Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand Record Date. If no
Demand Record Date has been fixed by the Board of Directors within ten days
after the date on which such request is received by the Secretary, the Demand
Record Date shall be the 10th day after the first date on which a valid written
request to set a Demand Record Date is received by the Secretary. To be valid,
such written request shall set forth the purpose or purposes for which the
Special Meeting is to be held, shall be signed by one or more shareowners of
record (or their duly authorized proxies or other representatives), shall bear
the date of signature of each such shareowner (or proxy or other representative)
and shall set forth all information about each such shareowner and about the
beneficial owner or owners, if any, on whose behalf the request is made that
would be required to be set forth in a shareowner's notice described in
paragraph (a) (ii) of Section 3.14 of these Bylaws.
(c) In order for a shareowner or shareowners to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders of
record as of the Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting must be delivered to the Corporation. To be valid, each written
demand by a shareowner for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be held (which purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand Record Date received by the Corporation pursuant to
paragraph (b) of this Section 3.2), shall be signed by one or more persons who
as of the Demand Record Date are shareowners of record (or their duly authorized
proxies or other representatives), shall bear the date of signature of each such
shareowner (or proxy or other representative), and shall set forth the name and
address, as they appear in the Corporation's books, of each shareowner signing
such
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demand and the class and number of shares of the Corporation which are owned of
record and beneficially by each such shareowner, shall be sent to the Secretary
by hand or by certified or registered mail, return receipt requested, and shall
be received by the Secretary within seventy days after the Demand Record Date.
(d) The Corporation shall not be required to call a Special Meeting
upon shareowner demand unless, in addition to the documents required by
paragraph (c) of this Section 3.2, the Secretary receives a written agreement
signed by each Soliciting Shareowner (as defined below), pursuant to which each
Soliciting Shareowner, jointly and severally, agrees to pay the Corporation's
costs of holding the Special Meeting, including the costs of preparing and
mailing proxy materials for the Corporation's own solicitation, provided that if
each of the resolutions introduced by any Soliciting Shareowner at such meeting
is adopted, and each of the individuals nominated by or on behalf of any
Soliciting Shareowner for election as a director at such meeting is elected,
then the Soliciting Shareowners shall not be required to pay such costs. For
purposes of this paragraph (d), the following terms shall have the meanings set
forth below:
(i) "Affiliate" of any Person (as defined herein) shall mean
any Person controlling, controlled by or under common control with such
first Person.
(ii) "Participant" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(iii) "Person" shall mean any individual, firm, corporation,
partnership, joint venture, association, trust, unincorporated
organization or other entity.
(iv) "Proxy" shall have the meaning assigned to such term in
Rule 14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareowner" shall mean, with respect to any
Special Meeting demanded by a shareowner or shareowners, any of the
following Persons:
(A) if the number of shareowners signing the demand
or demands of meeting delivered to the Corporation pursuant to
paragraph (c) of this Section 3.2 is ten or fewer, each
shareowner signing any such demand;
(B) if the number of shareowners signing the demand
or demands of meeting delivered to the Corporation
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pursuant to paragraph (c) of this Section 3.2 is more than
ten, each Person who either (I) was a Participant in any
Solicitation of such demand or demands or (II) at the time of
the delivery to the Corporation of the documents described in
paragraph (c) of this Section 3.2 had engaged or intends to
engage in any Solicitation of Proxies for use at such Special
Meeting (other than a Solicitation of Proxies on behalf of the
Corporation); or
(C) any Affiliate of a Soliciting Shareowner, if a
majority of the directors then in office determine, reasonably
and in good faith, that such Affiliate should be required to
sign the written notice described in paragraph (c) of this
Section 3.2 and/or the written agreement described in this
paragraph (d) in order to prevent the purposes of this Section
3.2 from being evaded.
(e) Except as provided in the following sentence, any Special Meeting
shall be held at such hour and day as may be designated by whichever of the
Board of Directors or the Chief Executive Officer shall have called such
meeting. In the case of any Special Meeting called by the Chief Executive
Officer upon the demand of shareowners (a "Demand Special Meeting"), such
meeting shall be held at such hour and day as may be designated by the Board of
Directors; provided, however, that the date of any Demand Special Meeting shall
be not more than seventy days after the Meeting Record Date (as defined in
Section 3.6 hereof); and provided further that in the event that the directors
then in office fail to designate an hour and date for a Demand Special Meeting
within ten days after the date that valid written demands for such meeting by
the holders of record as of the Demand Record Date of shares representing at
least 10% of all the votes entitled to be cast on each issue proposed to be
considered at the Special Meeting are delivered to the Corporation (the
"Delivery Date"), then such meeting shall be held at 2:00 P.M. local time on the
100th day after the Delivery Date or, if such 100th day is not a Business Day
(as defined below), on the first preceding Business Day. In fixing a meeting
date for any Special Meeting, the Board of Directors or the Chief Executive
Officer may consider such factors as it or he deems relevant within the good
faith exercise of its or his business judgment, including, without limitation,
the nature of the action proposed to be taken, the facts and circumstances
surrounding any demand for such meeting, and any plan of the Board of Directors
to call an Annual Meeting or a Special Meeting for the conduct of related
business.
(f) The Corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the Corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the Corporation
until the earlier of (i) five Business Days following receipt by the Secretary
of such purported demand and (ii) such date as the independent inspectors
certify to the Corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting.
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Nothing contained in this paragraph (f) shall in any way be construed to suggest
or imply that the Board of Directors or any shareowner shall not be entitled to
contest the validity of any demand, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto).
(g) For purposes of these Bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close.
Section 3.3 PLACE OF MEETING. - The Board of Directors or the Chief
Executive Officer may designate any place, either within or without the State of
Wisconsin, as the place for any Annual Meeting or any Special Meeting, or for
any postponement thereof. If no designation is made, the place of meeting shall
be the principal office of the Corporation. Any meeting may be adjourned to
reconvene at any place designated by vote of the Board of Directors or
determined by the Chief Executive Officer.
Section 3.4 NOTICE OF MEETINGS - Written notice stating the date, time
and place of any meeting of shareowners shall be delivered not less than ten
days nor more than seventy days before the date of the meeting (unless a
different time period is provided by the Wisconsin Business Corporation Law or
the Articles of Incorporation), either personally or by mail, by or at the
direction of the Chief Executive Officer or the Secretary, to each shareowner of
record entitled to vote at such meeting and to such other persons as required by
the Wisconsin Business Corporation Law. In the event of any Demand Special
Meeting, such notice of meeting shall be sent not more than thirty days after
the Delivery Date. If mailed, notice pursuant to this Section 3.4 shall be
deemed to be effective when deposited in the United States mail, addressed to
the shareowner at his or her address as it appears on the stock record books of
the Corporation, with postage thereon prepaid. Unless otherwise required by the
Wisconsin Business Corporation Law or the Articles of Incorporation, a notice of
an Annual Meeting need not include a description of the purpose for which the
meeting is called. In the case of any Special Meeting, (a) the notice of meeting
shall describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting and (b) in the case of a Demand Special
Meeting, the notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands received by the Corporation in accordance
with Section 3.2 of these Bylaws and (ii) shall contain all of the information
required in the notice received by the Corporation in accordance with Section
3.14(b) of these Bylaws. If an Annual Meeting or Special Meeting is adjourned to
a different date, time or place, the Corporation shall not be required to give
notice of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment; provided, however, that if a new
Meeting Record Date for an adjourned meeting is or must be fixed, the
Corporation shall give notice of the adjourned meeting to persons who are
shareowners as of the new Meeting Record Date.
Section 3.5 WAIVER OF NOTICE - A shareowner may waive any notice
required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice. The waiver shall be in writing
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and signed by the shareowner entitled to the notice, contain the same
information that would have been required in the notice under applicable
provisions of the Wisconsin Business Corporation Law (except that the time and
place of meeting need not be stated) and be delivered to the Corporation for
inclusion in the corporate records. A shareowner's attendance at any Annual
Meeting or Special Meeting, in person or by proxy, waives objection to all of
the following: (a) lack of notice or defective notice of the meeting, unless the
shareowner at the beginning of the meeting or promptly upon arrival objects to
holding the meeting or transacting business at the meeting; and (b)
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice, unless the shareowner objects to
considering the matter when it is presented.
Section 3.6 FIXING OF RECORD DATE. - The Board of Directors may fix in
advance a date not less than ten days and not more than seventy days prior to
the date of an Annual Meeting or Special Meeting as the record date for the
determination of shareowners entitled to notice of, or to vote at, such meeting
(the "Meeting Record Date"). In the case of any Demand Special Meeting, (i) the
Meeting Record Date shall be not later than the 30th day after the Delivery Date
and (ii) if the Board of Directors fails to fix the Meeting Record Date within
thirty days after the Delivery Date, then the close of business on such 30th day
shall be the Meeting Record Date. The shareowners of record on the Meeting
Record Date shall be the shareowners entitled to notice of and to vote at the
meeting. Except as provided by the Wisconsin Business Corporation Law for a
court-ordered adjournment, a determination of shareowners entitled to notice of
and to vote at an Annual Meeting or Special Meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new Meeting
Record Date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting. The Board of Directors
may also fix in advance a date as the record date for the purpose of determining
shareowners entitled to take any other action or determining shareowners for any
other purpose. Such record date shall be not more than seventy days prior to the
date on which the particular action, requiring such determination of
shareowners, is to be taken. The record date for determining shareowners
entitled to a distribution (other than a distribution involving a purchase,
redemption or other acquisition of the Corporation's shares) or a share dividend
is the date on which the Board of Directors authorizes the distribution or share
dividend, as the case may be, unless the Board of Directors fixes a different
record date.
Section 3.7 SHAREOWNER LIST. - The Corporation shall have available,
beginning two (2) days after the notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, a complete record
of each shareowner entitled to vote at such meeting, or any adjournment thereof,
showing the address of and number of shares held by each shareowner. The
shareowner list shall be available for inspection by any shareowner during
normal business hours at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held. The
Corporation shall make the shareowners' list available at the meeting and any
shareowner or his agent or attorney may inspect the list at any time the meeting
or any adjournment thereof.
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Section 3.8 QUORUM AND VOTING REQUIREMENTS.
(a) Shares entitled to vote as a separate voting group may take action
on a matter at any Annual Meeting or Special Meeting only if a quorum of those
shares exists with respect to that matter. If the Corporation has only one class
of stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 3.8. Except as otherwise provided in the Articles of
Incorporation or the Wisconsin Business Corporation Law, a majority of the votes
entitled to be cast on the matter shall constitute a quorum of the voting group
for action on that matter. Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose of objecting to
holding the meeting or transacting business at the meeting, it is considered
present for purposes of determining whether a quorum exists for the remainder of
the meeting and for any adjournment of that meeting unless a new Meeting Record
Date is or must be set for the adjourned meeting. If a quorum exists, except in
the case of the election of directors, action on a matter shall be approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation or the Wisconsin
Business Corporation Law requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, each director to be elected
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at an Annual Meeting or Special Meeting at which a
quorum is present.
(b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution by shareowners if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the Chairperson of the Board or pursuant to a resolution of the Board of
Directors. No notice of the time and place of adjourned meetings need be given
except as required by the Wisconsin Business Corporation Law. At any adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 3.9 CONDUCT OF MEETING. - The Chairperson of the Board shall
preside at each meeting of shareowners. In the absence of the Chairperson of the
Board, such persons, in the following order, shall act as chair of the meeting;
the Vice Chairperson of the Board, the Chief Executive Officer, the President,
any Vice President, and the Director in attendance with the longest tenure in
that office. The Secretary, or if absent, an Assistant Secretary, of the Company
shall act as Secretary of each shareowner meeting.
Section 3.10 PROXIES. - Any shareowner having the right to vote at a
meeting of shareowners may exercise such right by voting in person or by proxy
at such meeting. Such proxies shall be filed with the Secretary of the
Corporation before or at the time
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of the meeting. No proxy shall be valid after eleven (11) months from the date
of its execution, unless otherwise provided in the proxy.
Section 3.11 VOTING OF SHARES. - Except as provided in the Articles of
Incorporation or statute, each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting of
shareowners.
Section 3.12 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the Bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by such person, either in person or by proxy, without a transfer of
such shares into that person's name. Shares standing in the name of a trustee
may be voted by such trustee, either in person or by proxy, without a transfer
of such shares into the trustee's name. The Corporation may request evidence of
such fiduciary status with respect to the vote, consent, waiver, or proxy
appointment.
Shares standing in the name of a receiver or trustee in bankruptcy may
be voted by such receiver or trustee, and shares held by or under the control of
a receiver may be voted by such receiver without the transfer of the shares into
such person's name if authority so to do is contained in an appropriate order of
the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the shares held in
the name of a shareholder shall be entitled to vote such shares. The Corporation
may request evidence of such signatory's authority to sign for the shareholder
with respect to the vote, consent, waiver, or proxy appointment.
Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of Directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
Section 3.13 ACTION WITHOUT MEETING. - Any action required or permitted
by the Articles of Incorporation or these Bylaws or any provision of the
Wisconsin Business Corporation Law to be taken at an Annual Meeting or Special
Meeting may be taken without a meeting if a written consent or consents,
describing the action so taken, is signed by all of the shareowners entitled to
vote with respect to the subject matter thereof and delivered to the Corporation
for inclusion in the corporate records.
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Section 3.14 NOTICE OF SHAREOWNER BUSINESS AND NOMINATION OF DIRECTORS.
(a) Annual Meetings.
(i) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the shareowners may be made at an Annual Meeting (A)
pursuant to the Corporation's notice of meeting, (B) by or at the
direction of the Board of Directors or (C) by any shareowner of the
Corporation who is a shareowner of record at the time of giving of
notice provided for in this Bylaw and who is entitled to vote at the
meeting and complies with the notice procedures set forth in this
Section 3.14.
(ii) For nominations or other business to be properly brought
before an Annual Meeting by a shareowner pursuant to clause (C) of
paragraph (a)(i) of this Section 3.14, the shareowner must have given
timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a shareowner's notice shall be received by the Secretary
of the Corporation at the principal offices of the Corporation not
later than the earlier of (A) 45 days in advance of the first annual
anniversary (the "Anniversary Date") of the date set forth in the
Corporation's proxy statement for the prior year's Annual Meeting as
the date on which the Corporation first mailed definitive proxy
materials for the prior year's Annual Meeting and (B) the later of (x)
the 70th day prior to such Annual Meeting and (y) the 10th day
following the day on which public announcement of the date of such
meeting is first made. Such shareowner's notice shall be signed by the
shareowner of record who intends to make the nomination or introduce
the other business (or his duly authorized proxy or other
representative), shall bear the date of signature of such shareowner
(or proxy or other representative) and shall set forth: (A) the name
and address, as they appear on this Corporation's books, of such
shareowner and the beneficial owner or owners, if any, on whose behalf
the nomination or proposal is made; (B) the class and number of shares
of the Corporation which are beneficially owned by such shareowner or
beneficial owner or owners; (C) a representation that such shareowner
is a holder of record of shares of the Corporation entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting
to make the nomination or introduce the other business specified in the
notice; (D) in the case of any proposed nomination for election or
re-election as a director, (I) the name and residence address of the
person or persons to be nominated, (II) a description of all
arrangements or understandings between such shareowner or beneficial
owner or owners and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination is to
be made by such shareowner, (III) such other information regarding each
nominee proposed by such shareowner as would be required to be
disclosed in solicitations of proxies for elections of directors, or
would be otherwise required to be disclosed, in each case pursuant to
Regulation 14A
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under the Exchange Act, including any information that would be
required to be included in a proxy statement filed pursuant to
Regulation 14A had the nominee been nominated by the Board of Directors
and (IV) the written consent of each nominee to be named in a proxy
statement and to serve as a director of the Corporation if so elected;
and (E) in the case of any other business that such shareowner proposes
to bring before the meeting, (I) a brief description of the business
desired to be brought before the meeting and, if such business includes
a proposal to amend these Bylaws, the language of the proposed
amendment, (II) such shareowner's and beneficial owner's or owners'
reasons for conducting such business at the meeting and (III) any
material interest in such business of such shareowner and beneficial
owner or owners.
(iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 3.14 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of
the Corporation is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at least 45 days
prior to the Anniversary Date, a shareowner's notice required by this
Section 3.14 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
received by the Secretary at the principal offices of the Corporation
not later than the close of business on the 10th day following the day
on which such public announcement is first made by the Corporation.
(b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to
shareowners pursuant to Section 3.4 of these Bylaws. Nominations of persons for
election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareowner of the Corporation
who (A) is a shareowner of record at the time of giving of such notice of
meeting, (B) is entitled to vote at the meeting and (C) complies with the notice
procedures set forth in this Section 3.14. Any shareowner desiring to nominate
persons for election to the Board of Directors at such a Special Meeting shall
cause a written notice to be received by the Secretary of the Corporation at the
principal offices of the Corporation not earlier than ninety days prior to such
Special Meeting and not later than the close of business on the later of (x) the
60th day prior to such Special Meeting and (y) the 10th day following the day on
which public announcement is first made of the date of such Special Meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. Such written notice shall be signed by the shareowner of record who
intends to make the nomination (or his duly authorized proxy or other
representative), shall bear the date of signature of such shareowner (or proxy
or other representative) and shall set forth: (A) the name and address, as they
appear on the Corporation's books, of such shareowner and the beneficial owner
or owners, if any, on whose behalf the nomination is made; (B) the class and
number of shares of the Corporation which are beneficially owned by such
shareowner or beneficial owner or owners; (C) a representation that such
shareowner is a holder of record of shares of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the
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nomination specified in the notice; (D) the name and residence address of the
person or persons to be nominated; (E) a description of all arrangements or
understandings between such shareowner or beneficial owner or owners and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by such shareowner; (F) such other
information regarding each nominee proposed by such shareowner as would be
required to be disclosed in solicitations of proxies for elections of directors,
or would be otherwise required to be disclosed, in each case pursuant to
Regulation 14A under the Exchange Act, including any information that would be
required to be included in a proxy statement filed pursuant to Regulation 14A
had the nominee been nominated by the Board of Directors; and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the Corporation if so elected.
(c) General.
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 3.14 shall be eligible to serve as
directors. Only such business shall be conducted at an Annual Meeting
or Special Meeting as shall have been brought before such meeting in
accordance with the procedures set forth in this Section 3.14. The
chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this
Section 3.14 and, if any proposed nomination or business is not in
compliance with this Section 3.14, to declare that such defective
proposal shall be disregarded.
(ii) For purposes of this Section 3.14, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(iii) Notwithstanding the foregoing provisions of this Section
3.14, a shareowner 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 Section 3.14. Nothing in this
Section 3.14 shall be deemed to limit the Corporation's obligation to
include shareowner proposals in its proxy statement if such inclusion
is required by Rule 14a-8 under the Exchange Act.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 GENERAL POWER. - The business and affairs of the
Corporation shall be managed by its Board of Directors.
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Section 4.2 NUMBER. CLASSES & TERM. - The number of Directors of the
Corporation shall be fifteen (15). The Directors of the Corporation shall be
divided into three classes, hereinafter referred to as "Class I," "Class II,"
and "Class III" with each class having five (5) Directors. The initial Class I
Directors shall consist of two (2) directors selected by each of IES Industries
Inc. ("IES") and WPL Holdings Inc. ("WPLH") and one (1) selected by Interstate
Power Company ("IPC"); the initial Class II Directors shall consist of two (2)
directors selected by each of IES and WPLH and one (1) selected by IPC; and the
initial Class III Directors shall consist of two (2) directors selected by each
of IES and WPLH and one (1) selected from IPC. The initial term of Class I
Directors shall expire at the first annual meeting of Shareowners of the
Corporation, the initial term of Class II Directors shall expire at the second
annual meeting of Shareowners of the Corporation and the initial term of Class
III Directors shall expire at the third annual meeting of Shareowners of the
Corporation.
At each annual shareowner meeting after the first annual shareowner
meeting, directors to replace those of a Class whose terms expire at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting and until their respective successors shall have been duly qualified and
elected. If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable.
Section 4.3 CHAIRPERSON OF THE BOARD. - The Chairperson of the Board if
not designated as the Chief Executive Officer of the Company shall assist the
Board in the formulation of policies and may make recommendations therefore.
Information as to the affairs of the Company in addition to that contained in
the regular reports shall be furnished to him or her on request. He or she may
make suggestions and recommendations to the Chief Executive Officer regarding
any matters relating to the affairs of the Company and shall be available for
consultation and advice.
Section 4.4 VICE CHAIRPERSON OF THE BOARD. - The Vice Chairperson of
the Board shall assist the Board in the formulation of policies and make
recommendations therefore. The Vice Chairperson shall have such other powers and
duties as may be prescribed for him or her by the Chairperson of the Board or
the Board of Directors. In the absence of or the inability of the Chairperson of
the Board to act as Chairperson of the Board, the Vice Chairperson of the Board
shall assume the powers and duties of the Chairperson of the Board.
Section 4.5 QUALIFICATIONS AND REMOVAL. - No person who has attained 70
years of age shall be eligible for election or re-election to the Board of
Directors. Any Director who has attained seventy (70) years of age shall resign
from the Board of Directors effective as of the next annual Meeting of
Shareowners. For a period of five (5) years following the formation of the
Corporation, no person, except any of the initial Directors selected pursuant to
Section 4.2 hereof, who is an executive officer or employee of the Corporation
or any of its subsidiaries shall be eligible to serve as a Director of the
Corporation; provided, however, that any individual serving as Chief Executive
Officer of the Corporation shall be eligible to serve as a Director of the
Corporation. In the event the Chief Executive Officer resigns or retires from
his or her office or employment with the Corporation, he or she shall
simultaneously submit his or her resignation from the Board of Directors. In the
event that the Chief Executive Officer is removed from his or her office by the
Board of Directors, or is involuntarily terminated from employment with the
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Corporation, he or she shall simultaneously submit his or her resignation from
the Board of Directors. In the event that a Director experiences a change in
their principal occupation or primary business affiliation, the Director must
submit their resignation from the Board to the Nominating and Governance
Committee. The Nominating and Governance Committee shall recommend to the Board
of Directors whether the Board should accept such resignation. If the Nominating
and Governance Committee recommends acceptance of the resignation, an
affirmative vote of two-thirds of the remaining Directors holding office is
required to affirm the Nominating and Governance Committee's recommendation. A
resignation may be tendered by any Director at any meeting of the shareholders
or of the Board of Directors, who shall at such meeting accept the same.
Section 4.6 REGULAR MEETINGS. - Regular meetings of the Board of
Directors shall be held at such time and place as may be determined by the Board
of Directors, but in no event shall the Board meet less than once a year.
Section 4.7 SPECIAL MEETINGS. - Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer or any two (2)
Directors. The Chief Executive Officer or Secretary may fix any place, either
within or without the State of Wisconsin, whether in person or by
telecommunications, as the place for holding any special meeting.
Section 4.8 NOTICE; WAIVER. - Notice of any meeting of the Board of
Directors, unless otherwise provided pursuant to Section 4.6, shall be given at
least forty-eight (48) hours prior to the meeting by written notice delivered
personally or mailed to each Director at such address designed by each Director,
by telegram or other form of wire or wireless communication. The notice need not
describe the purpose of the meeting of the Board of Directors or the business to
be transacted at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
prepared. Any Director may waive notice of any meeting. The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of business because the meeting is not lawfully called or
convened.
Section 4.9 QUORUM. - A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the Directors present may adjourn the meeting to some other day without
further notice.
Section 4.10 MEETING PARTICIPATION.
(a) Any or all members of the Board of Directors, or any committee
thereof, may participate in a regular or special meeting by, or to conduct the
meeting through, the use of any means of communication by which any of the
following occurs:
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(i) All participating directors may simultaneously hear each
other during the meeting.
(ii) All communication during the meeting is immediately
transmitted to each participating director, and each participating
director is able to immediately send messages to all other
participating directors.
(b) If a meeting is conducted by the means of communication described
herein, all participating directors shall be informed that a meeting is taking
place at which official business may be transacted.
(c) A director participating in a meeting by means of such
communication is deemed to be present in person at the meeting.
Section 4.11 ACTION WITHOUT MEETING. - Any action required or permitted
to be taken at any meeting of the Directors of the Corporation or of any
committee of the Board may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the Directors or all
of the members of the Committee of Directors, as the case may be. Such consent
shall have the same force and effect as a unanimous vote at a meeting and shall
be filed with the Secretary of the Corporation to be included in the official
records of the Corporation. The action taken is effective when the last Director
signs the consent unless the consent specifies a different effective date.
Section 4.12 PRESUMPTION OF ASSENT. - A Director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless (a) the Director objects at the beginning of the meeting or promptly upon
arrival to the holding of or transacting business at the meeting, (b) the
Director's dissent or abstention shall be entered in the minutes of the meeting,
(c) the Director shall file a written dissent or abstention to such action with
the presiding officer of the meeting before the adjournment thereof or shall
forward such dissent or abstention by registered or certified mail to the
Secretary of the Corporation immediately after the adjournment of the meeting,
or (d) the Director shall file a written notice to the Secretary of the
Corporation promptly after receiving the minutes of the meeting that the minutes
failed to show the Director's dissention or abstention from the action taken.
Such right to dissent or abstain shall not apply to a Director who voted in
favor of such action.
Section 4.13 VACANCIES. - Except as provided below, any vacancy
occurring in the Board of Directors or on any Committee of the Board of
Directors and any directorship to be filled by reason of an increase in the
number of Directors may be filled by the affirmative vote of a majority of the
Directors then in office, even if less than a quorum of the Board of Directors.
For a period of time commencing on formation of Interstate Energy Corporation
and expiring on the date of the third annual meeting of shareowners of the
Corporation, the initially appointed IES, IPC and WPLH directors, each as a
separate group, shall be entitled to nominate those persons who will be eligible
to be appointed, elected or re-elected as IES, IPC and WPLH Directors. The
Director or Directors so chosen shall hold
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office until the next election of the Class for which such Director or Directors
shall have been chosen and until their successors shall have been duly elected
and qualified.
Section 4.14 COMPENSATION. - Compensation and expenses for attendance
at a regular or special meeting of the Board of Directors, or at any committee
meeting, shall be payable in such amounts as determined from time to time by the
Board of Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Directors
who are full time employees or officers of the Corporation shall not receive any
compensation.
ARTICLE V
COMMITTEES
Section 5.1 COMMITTEES. - The Board of Directors may, by resolution
passed by a majority of the whole Board, designate from their number various
Committees from time to time as corporate needs may dictate. The Committees may
make their own rules of procedure and shall meet where and as provided by such
rules, or by resolution of the Board of Directors. A majority of the members of
the Committee shall constitute a quorum for the transaction of business. Each
Committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required. The Committee may be authorized by the Board
of Directors to perform specified functions, except that a committee may not do
any of the following: (a) authorize distributions; (b) approve or propose to
shareowners action that the Wisconsin Business Corporation Law requires to be
approved by shareowners; (c) fill vacancies on the Board of Directors, or,
unless the Board of Directors provides by resolution that vacancies on a
committee shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) amend the Corporation's Articles of
Incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger
not requiring shareowner approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; and (h) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee to do so within limits prescribed by the Board of
Directors.
Section 5.2 EXECUTIVE COMMITTEE. - An Executive Committee is hereby
established and shall consist of at least three (3) members, including the
Chairman of the Board. The Executive Committee shall possess all the powers and
authority of the Board of Directors when said Board of Directors is not in
session, except for the powers and authorities set forth in Section 5.1.
Section 5.3 AUDIT COMMITTEE. - An Audit Committee is hereby established
and shall consist of at least three (3) Directors, all of whom shall be outside
members of the Board of Directors. The members of the Committee shall be elected
annually by a majority vote of the members of the Board of Directors. Said
Committee shall meet at the call of any one of its members, but in no event
shall it meet less than once a year.
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Subsequent to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
Section 5.4 COMPENSATION AND PERSONNEL COMMITTEE. - A Compensation and
Personnel Committee is hereby established and shall consist of at least three
(3) Directors who are not and never have been officers, employees or legal
counsel of the Company. The Chairperson and the members of the Compensation and
Personnel Committee shall be elected annually by a majority vote of the members
of the Board of Directors. Said Committee shall meet at such times as it
determines, but at least twice each year, and shall meet at the request of the
Chairman of the Board, the Chief Executive Officer, or any Committee member.
Subsequent to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.
Section 5.5 NOMINATING AND GOVERNANCE COMMITTEE. - A Nominating and
Governance Committee shall be established and shall consist of at least three
(3) Directors, all of whom shall be outside members of the Board of Directors.
The Chairperson and the members of the Nominating and Governance Committee shall
be elected annually by a majority vote of the members of the Board of Directors.
Said Committee shall meet at the call of any one of its members, but in no event
shall it meet less than once a year. Subsequent to each such Committee meeting,
a report of the actions taken by such Committee shall be made to the Board of
Directors.
ARTICLE VI
OFFICERS
Section 6.1 OFFICERS. - The Board of Directors shall elect a Chief
Executive Officer, a President, such number of Vice Presidents with such
designations as the Board of Directors at the time may decide upon, a Secretary,
a Treasurer and a Controller. The Chief Executive Officer may appoint such other
officers and assistant officers as may be deemed necessary. The same person may
simultaneously hold more than one such office.
Section 6.2 TERM OF OFFICERS. - All Officers, unless sooner removed,
shall hold their respective offices until their successors, willing to serve,
shall have been elected but any Officer may be removed from Office at any time
by the Board of Directors.
Section 6.3 REMOVAL OF OFFICERS. - Any officer may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer shall not of itself create contract rights.
Section 6.4 CHIEF EXECUTIVE OFFICER. - Subject to the control of the
Board of Directors the Chief Executive Officer designated by the Board of
Directors shall have and be responsible for the general management and direction
of the business of the Corporation, shall establish the lines of authority and
supervision of the Officers and
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employees of the Corporation, shall have the power to appoint and remove and
discharge any and all agents and employees of the Corporation not elected or
appointed directly by the Board of Directors. and shall assist the Board in the
formulation of policies of the Corporation. The Chairperson of the Board, if
Chief Executive Officer, may delegate any part of his or her duties to the
President, or to one or more of the Vice Presidents of the Corporation.
Section 6.5 PRESIDENT. - The President, when he or she is not
designated as and does not have the powers of the Chief Executive Officer, shall
have such other powers and duties as may from time to time be prescribed by the
Board of Directors or be delegated to him or her by the Chairperson of the Board
or the Chief Executive Officer.
Section 6.6 VICE PRESIDENTS. - The Vice Presidents shall have such
powers and duties as may be prescribed for him or her by the Board of Directors
and the Chief Executive Officer. In the absence of or in the event of the death
of the Chief Executive Officer and the President, the inability or refusal to
act, or in the event for any reason it shall be impracticable for Chief
Executive Officer and the President to act personally, the Vice President (or in
the event there be more than one Vice President, the Vice Presidents in the
order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the Chief Executive Officer and the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Chief
Executive Officer and the President. The execution of any instrument of the
Corporation by any Vice President shall be conclusive evidence, as to third
parties, of his or her authority to act in the stead of the Chief Executive
Officer and the President.
Section 6.7 SECRETARY. - 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 be responsible for the custody
and care of the corporate seal, corporate records and minute books of the
Corporation, and of all other books, documents and papers as in the practical
business operation of the Corporation shall naturally belong in the office or
custody of the Secretary, or shall be placed in his or her custody by the Chief
Executive Officer or by the Board of Directors. He or she shall also act as
Secretary of all shareowners' meetings, and keep a record thereof. He or she
shall, except as may be otherwise required by statute or by these bylaws, sign,
issue and publish all notices required for meetings of shareowners and of the
Board of Directors. He or she shall be responsible for the custody of the stock
books of the Corporation and shall keep a suitable record of the addresses of
shareowners. He or she shall also be responsible for the collection, custody and
disbursement of the funds received for dividend reinvestment. He or she shall
sign stock certificates, bonds and mortgages, and all other documents and papers
to which his or her signature may be necessary or appropriate, shall affix the
seal of the Corporation to all instruments requiring 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 him or her by the President or by the
Board of Directors.
Section 6.8 TREASURER. - The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and disbursement of the funds
of the Corporation, and shall deposit its funds in the name of the Corporation
in such banks or trust
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companies as he or she shall designate and shall keep a proper record of cash
receipts and disbursements. He or she shall be responsible for the custody of
such books, receipted vouchers and other books and papers as in the practical
business operation of the Corporation shall naturally belong in the office or
custody of the Treasurer, or shall be placed in his or her custody by the
President, or by the Board of Directors. He or she shall sign checks, drafts,
and other paper providing for the payment of money by the Corporation for
operating purposes in the usual course or business. He or she may, in the
absence of the Secretary and Assistant Secretaries sign stock certificates. The
Treasurer shall have such other powers and duties as are commonly incidental to
the office of Treasurer, or as may be prescribed for him or her by the President
or by the Board of Directors.
Section 6.9 CONTROLLER. - The Controller shall be the principal
accounting Officer of the Corporation. He or she shall have general supervision
over the books of accounts of the Corporation. He or she shall examine the
accounts of all Officers and employees from time to time and as often as
practicable, and shall see that proper returns are made of all receipts from all
sources. All bills, properly made in detail and certified, shall be submitted to
him or her, and he or she shall audit and approve the same if found satisfactory
and correct, but he or she shall not approve any voucher unless charges covered
by the voucher have been previously approved through work orders, requisition or
otherwise by the head of the department in which it originated, or unless he or
she shall be otherwise satisfied of its propriety and correctness. He or she
shall have full access to all minutes, contracts, correspondence and other
papers and records of the Corporation relating to its business matters, and
shall be responsible for the custody of such books and documents as shall
naturally belong in the custody of the Controller and as shall be placed in his
or her custody by the President or by the Board of Directors. The Controller
shall have such other powers and duties as are commonly incidental to the office
of Controller, or as may be prescribed for him or her by the President or by the
Board of Directors.
Section 6.10 ASSISTANT OFFICERS. - The Assistant Secretaries, Assistant
Treasurers, Assistant Controllers, and other Assistant Officers shall
respectively assist the Secretary, Treasurer, Controller, and other Officers of
the Corporation in the performance of the respective duties assigned to such
principal Officer, and in assisting his or her principal Officer each assistant
Officer shall to that extent and for such purpose have the same powers as his or
her principal Officer. The powers and duties of any such principal Officer shall
temporarily devolve upon an assistant Officer in case of the absence,
disability, death, resignation or removal from office of such principal Officer.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.1 CERTIFICATES FOR SHARES. - Each certificate representing
shares of the Corporation shall state upon the fact (a) that the Corporation is
organized under the laws of the State of Wisconsin, (b) the name of the person
to whom issued, (c) the number and class of shares, and the designation of the
series, if any, which such certificate represents, and (d) the par value of each
share, if any, and each such
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certificate shall otherwise be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the Chairman of the Board, or
the Chief Executive Officer or the President and by the Secretary or an
Assistant Secretary and shall be sealed with the corporate seal or a facsimile
thereof. The signatures of such officers upon a certificate may be facsimiles if
the certificate is manually signed on behalf of a transfer agent and registrar.
In case any officer or other authorized person who has signed or whose facsimile
signature has been placed upon such certificate for the Corporation shall have
ceased to be such officer or employee or agent before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person where an officer or employee or agent at the date of its issue. Each
certificate for shares shall be consecutively numbered or otherwise identified.
All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 7.2 TRANSFER OF SHARES. - Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by such person's legal representative, who shall furnish
proper evidence of authority to transfer, or authorized attorney, by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.
Subject to the provisions of Section 3.12 of Article III of these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be treated by the Corporation as the owner thereof for all purposes,
including all rights deriving from such shares, and the Corporation shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
or rights deriving from such shares, on the part of any other person, including
(without limitation) a purchaser, assignee or transferee of such shares, or
rights deriving from such shares, unless and until such purchaser, assignee,
transferee or other person becomes the record holder of such shares, whether or
not the Corporation shall have either actual or constructive notice of the
interest of such purchaser, assignee, transferee or other person. Except as
provided in said Section 3.12 hereof, no such purchaser, assignee, transferee or
other person shall be entitled to receive notice of the meetings of
shareholders, to vote at such meetings, to examine the complete record of the
shareholders entitled to vote at meetings, or to own, enjoy or exercise any
other property or rights deriving from such shares against the Corporation,
until such purchaser, assignee, transferee or other person has become the record
holder of such shares.
Section 7.3 LOST, DESTROYED OR STOLEN CERTIFICATES. - When the owner
claims that certificates for shares have been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity
bond if required by the Corporation and (c) satisfies such other reasonable
requirements as may be provided by the Corporation.
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Section 7.4 STOCK REGULATIONS. - The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with law as it may deem expedient concerning the issue, transfer
and registration of shares of the Corporation.
ARTICLE VIII
INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS
Section 8.1 INDEMNIFICATION. - The Corporation shall, to the fullest
extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the
Wisconsin Business Corporation Law, including any amendments thereto (but in the
case of any such amendment, only to the extent such amendment permits or
requires the corporation to provide broader indemnification rights than prior to
such amendment), indemnify its Directors, Officers, employees and agents against
any and all Liabilities, and advance any and all reasonable Expenses, incurred
thereby in any Proceeding to which any such Director, Officer, employee or agent
is a Party because he or she is or was a Director, Officer, employee or agent of
the Corporation. The rights to indemnification granted hereunder shall not be
deemed exclusive of any other rights to indemnification against Liabilities or
the advancement of Expenses which a Director, Officer, employee or agent may be
entitled under any written agreement, Board resolution, vote of shareowners, the
Wisconsin Business Corporation Law or otherwise. The Corporation may, but shall
not be required to, supplement the foregoing rights to indemnification against
Liabilities and advancement of Expenses under this Section 8.1 by the purchase
of insurance on behalf of any one or more of such Directors, Officers, employees
or agents, whether or not the Corporation would be obligated to indemnify or
advance Expenses to such Director, Officer, employee or agent under this Section
8.1. All capitalized terms used in this Article VIII and not otherwise defined
herein shall have the meaning set forth in Section 180.0850 of the Wisconsin
Business Corporation Law.
ARTICLE IX
MISCELLANEOUS
Section 9.1 FISCAL YEAR. - The fiscal year of the Corporation shall be
the calendar year.
Section 9.2 DIVIDENDS. - Subject to the provisions of law or the
Articles of Incorporation, the Board of Directors may, at any regular or special
meeting, declare dividends upon the capital stock of the Corporation payable out
of surplus (whether earned or paid-in) or profits as and when they deem
expedient. Before declaring any dividend there may be set apart out of surplus
or profits such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for such other purposes as the directors shall deem conducive
to the interests of the Corporation.
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Section 9.3 CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND OTHER
INSTRUMENTS. - All contracts, checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors. The Board may authorize by resolution any
officer or officers to enter into and execute any contract or instrument of
indebtedness in the name of the Corporation, and such authority may be general
or confined to specific instances. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks or other depositories as the Treasurer may authorize.
All contracts, deeds, mortgages, leases or instruments that require the
corporate seal of the Corporation to be affixed thereto shall be signed by the
President or a Vice President, and by the Secretary, or an Assistant Secretary,
or by such other officer or officers, or person or persons, as the Board of
Directors may be resolution prescribe.
Section 9.4 VOTING OF SHARES OWNED BY THE CORPORATION. - Subject always
to the specific directions of the Board of Directors, any share or shares of
stock issued by any other corporation and owned or controlled by the Corporation
may be voted at any shareholders' meeting of such other corporation by the Chief
Executive Officer of the Corporation, if present, or if absent by any other
officer of the Corporation who may be present. Whenever, in the judgment of the
Chief Executive Officer, or if absent, of any officer, it is desirable for the
Corporation to execute a proxy or give a shareholders' consent in respect to any
share or shares of stock issued by any other corporation and owned by the
Corporation, such proxy or consent shall be executed in the name of the
Corporation by the Chief Executive Officer or one of the officers of the
Corporation and shall be attested by the Secretary or an Assistant Secretary of
the Corporation without necessity of any authorization by the Board of
Directors. Any person or persons designated in the manner above stated as the
proxy or proxies of the Corporation shall have full right, power and authority
to vote the share or shares of stock issued by such other corporation and owned
by the Corporation in the same manner as such share or shares might be voted by
the Corporation.
ARTICLE X
AMENDMENT OR REPEAL OF BYLAWS
Section 10.1 AMENDMENTS BY BOARD OF DIRECTORS. - Except as otherwise
provided by the Wisconsin Business Corporation Law or the Articles of
Incorporation, these Bylaws may be amended or repealed and new Bylaws may be
adopted by the Board of Directors by the affirmative vote of a majority of the
number of directors present at any meeting at which a quorum is in attendance;
provided, however, that the shareowners in adopting, amending or repealing a
particular bylaw may provide therein that the Board of Directors may not amend,
repeal or readopt that bylaw.
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Section 10.2 IMPLIED AMENDMENT. - Any action taken or authorized by the
shareowners or by the Board of Directors which would be inconsistent with the
Bylaws then in effect but which is taken or authorized by affirmative vote of
not less than the number of shares or the number of directors required to amend
the Bylaws so that the Bylaws would be consistent with such action shall be
given the same effect as though the Bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.
