f8kbylaws.htm
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported): April 1, 2008
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Commission
File
Number
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Registrant,
State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer
Identification
Number
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001-32206
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GREAT
PLAINS ENERGY INCORPORATED
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43-1916803
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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000-51873
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KANSAS
CITY POWER & LIGHT COMPANY
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44-0308720
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Great
Plains Energy Incorporated (“Great Plains Energy”) and Kansas City
Power & Light Company (“KCP&L”) (each a “Registrant” and
collectively, the “Registrants”) are separately filing this combined Current
Report on Form 8-K (the “Report”). Information contained herein
relating to an individual Registrant is furnished by such Registrant on its own
behalf. Each Registrant makes representations only as to information
relating to itself.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On April
1, 2008, the Management Committee of Strategic Energy, L.L.C. (“Strategic
Energy”), a subsidiary of Great Plains Energy, took action determining that the
cash portion of the awards outstanding under the Strategic Energy Executive
Committee Long-Term Incentive Plan (the “Plan”) for the performance periods of
2006-2008 and 2007-2009 will be deemed fully earned and payable at the target
(100%) level as of the closing date of the sale of the membership interests in
Strategic Energy to Direct Energy Services, LLC (“Direct Energy”) pursuant to
the Purchase Agreement among Great Plains Energy, Direct Energy and Custom
Energy Holdings, L.L.C., dated as of April 1, 2008. Shahid Malik, who
is Executive Vice President of Great Plains Energy and President and Chief
Executive Officer of Strategic Energy, is a “named executive officer” of Great
Plains Energy (as defined in applicable SEC regulations) and is a participant in
the Plan. The cash portion of Mr. Malik’s awards under the Plan that
would be payable on such closing date is approximately $802,000.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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On April
1 2008, the Board of Directors of Great Plains Energy amended the Bylaws to
change the number of director positions from eleven to a range of nine to
thirteen, with the exact number of directors to be determined by Board
resolution. The number of director positions remains at eleven, until
and unless changed by Board resolution. The Great Plains Energy
Bylaws, as amended, are attached as Exhibit 3.1.
On April
1 2008, the board of directors of KCP&L amended the Bylaws to change the
number of director positions from eleven to a range of nine to thirteen, with
the exact number of directors to be determined by Board
resolution. The number of director positions remains at eleven, until
and unless changed by Board resolution. The KCP&L Bylaws, as
amended, are attached as Exhibit 3.2.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibit
No.
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3.1
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Great
Plains Energy Incorporated Bylaws as Amended April 1,
2008.
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3.2
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Kansas
City Power & Light Company Bylaws as Amended April 1,
2008.
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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.
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GREAT
PLAINS ENERGY INCORPORATED
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/s/
Terry Bassham
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Terry
Bassham
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Executive
Vice President- Finance & Strategic Development and Chief Financial
Officer
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KANSAS
CITY POWER & LIGHT COMPANY
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/s/
Terry Bassham
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Terry
Bassham
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Chief
Financial Officer
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Date: April
7, 2008
ex3_1.htm
EXHIBIT
3.1
GREAT
PLAINS ENERGY INCORPORATED
BY-LAWS
AS
AMENDED APRIL 1, 2008
GREAT
PLAINS ENERGY INCORPORATED
BY-LAWS
ARTICLE
I
Offices
Section 1. The registered
office of the Company in the State of Missouri shall be at 1201 Walnut, in
Kansas City, Jackson County, Missouri.
Section 2. The Company also
may have offices at such other places either within or without the State of
Missouri as the Board of Directors may from time to time determine or the
business of the Company may require.
ARTICLE
II
Shareholders
Section 1. All meetings of
the shareholders shall be held at such place within or without the State of
Missouri as may be selected by the Board of Directors or Executive Committee,
but if the Board of Directors or Executive Committee shall fail to designate a
place for said meeting to be held, then the same shall be held at the principal
place of business of the Company.
Section 2. An annual meeting
of the shareholders shall be held on the first Tuesday of May in each year, if
not a legal holiday, and if a legal holiday, then on the first succeeding day
which is not a legal holiday, at ten o'clock in the forenoon, for the purpose of
electing directors of the Company and transacting such other business as may
properly be brought before the meeting.
Section 3. Unless otherwise
expressly provided in the Restated Articles of Consolidation of the Company with
respect to the Cumulative Preferred Stock, Cumulative No Par Preferred Stock or
Preference Stock, special meetings of the shareholders may only be called by the
Chairman of the Board, by the President or at the request in writing of a
majority of the Board of Directors. Special meetings of shareholders
of the Company may not be called by any other person or persons.
Section 4. Written or
printed notice of each meeting of the shareholders, annual or special, shall be
given in the manner provided in the corporation laws of the State of
Missouri. In case of a call for any special meeting, the notice shall
state the time, place and purpose of such meeting.
Any notice of a shareholders' meeting
sent by mail shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid
addressed
to the shareholder at his address as it appears on the records of the
Company.
In addition to the written or printed
notice provided for in the first paragraph of this Section, published notice of
each meeting of shareholders shall be given in such manner and for such period
of time as may be required by the laws of the State of Missouri at the time such
notice is required to be given.
Section 5. Attendance of a
shareholder at any meeting shall constitute a waiver of notice of such meeting
except where a shareholder attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
Section 6. At least ten days
before each meeting of the shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares of the
Company. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Company and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in the State of Missouri, shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of
shareholders.
Failure to comply with the requirements
of this Section shall not affect the validity of any action taken at any such
meeting.
Section 7. Each outstanding
share entitled to vote under the provisions of the articles of consolidation of
the Company shall be entitled to one vote on each matter submitted at a meeting
of the shareholders. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.
At any election of directors of the
Company, each holder of outstanding shares of any class entitled to vote thereat
shall have the right to cast as many votes in the aggregate as shall equal the
number of shares of such class held, multiplied by the number of directors to be
elected by holders of shares of such class, and may cast the whole number of
votes, either in person or by proxy, for one candidate, or distribute them among
two or more candidates as such holder shall elect.
Section 8. At any meeting of
shareholders, a majority of the outstanding shares entitled to vote represented
in person or by proxy shall constitute a quorum for the transaction of business,
except as otherwise provided by statute or by the articles of consolidation or
by these By-laws. The holders of a majority of the shares represented
in person or by proxy and entitled to vote at any meeting of the shareholders
shall have the right successively to adjourn the meeting to a specified date not
longer than ninety days
after any
such adjournment, whether or not a quorum be present. The time and
place to which any such adjournment is taken shall be publicly announced at the
meeting, and no notice need be given of any such adjournment to shareholders not
present at the meeting. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 9. The vote for
directors and the vote on any other question that has been properly brought
before the meeting in accordance with these By-laws shall be by
ballot. Each ballot cast by a shareholder must state the name of the
shareholder voting and the number of shares voted by him and if such ballot be
cast by a proxy, it must also state the name of such proxy. All
elections and all other questions shall be decided by plurality vote, unless the
question is one on which by express provision of the statutes or of the articles
of consolidation or of these By-laws a different vote is required, in which case
such express provision shall govern and control the decision of such
question.
Section 10. The Chairman of
the Board, or in his absence the President of the Company, shall convene all
meetings of the shareholders and shall act as chairman thereof. The
Board of Directors may appoint any shareholder to act as chairman of any meeting
of the shareholders in the absence of the Chairman of the Board and the
President, and in the case of the failure of the Board so to appoint a chairman,
the shareholders present at the meeting shall elect a chairman who shall be
either a shareholder or a proxy of a shareholder.
The Secretary of the Company shall act
as secretary of all meetings of shareholders. In the absence of the
Secretary at any meeting of shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.
Section 11. At any meeting
of shareholders where a vote by ballot is taken for the election of directors or
on any proposition, the person presiding at such meeting shall appoint not less
than two persons, who are not directors, as inspectors to receive and canvass
the votes given at such meeting and certify the result to
him. Subject to any statutory requirements which may be applicable,
all questions touching upon the qualification of voters, the validity of
proxies, and the acceptance or rejection of votes shall be decided by the
inspectors. In case of a tie vote by the inspectors on any question,
the presiding officer shall decide the issue.
Section 12. Unless otherwise
provided by statute or by the articles of consolidation, any action required to
be taken by shareholders may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
Section 13. No business may
be transacted at an annual meeting of shareholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual
meeting by any shareholder of the Company (i) who is a shareholder of
record on the date of the giving of the notice
provided
for in this Section 13 and on the record date for the determination of
shareholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedure set forth in this Section 13.
In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, such shareholder must have given timely notice thereof
in proper written form to the Secretary of the Company.
To be timely, a shareholder's notice to
the Secretary must be delivered to or mailed and received at the principal
executive offices of the Company not less than sixty (60) days nor more than
ninety (90) days prior to the date of the annual meeting of shareholders; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in proper written form, a
shareholder's notice to the Secretary must set forth as to each matter such
shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the
name and record address of such shareholder, (iii) the class or series and
number of shares of capital stock of the Company that are owned beneficially or
of record by such shareholder, (iv) a description of all arrangements or
understandings between such shareholder and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business and
(v) a representation that such shareholder intends to appear in person or
by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the
annual meeting of shareholders except business brought before the annual meeting
in accordance with the procedures set forth in this Section 13, provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 13 shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman
of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
ARTICLE
III
Board of
Directors
Section 1. The property,
business and affairs of the Company shall be managed and controlled by a Board
of Directors which may exercise all such powers of the Company and do all such
lawful acts and things as are not by statute or by the articles of consolidation
or by these By-laws directed or required to be exercised or done by the
shareholders.
Section 2. The Board of
Directors shall consist of not less than 9 nor more than 13 directors, the exact
number to be set from time-to-time by a resolution adopted by the affirmative
vote of the majority of the whole Board. Each director shall be
elected at the annual meeting of the shareholders to serve until the next annual
meeting of the shareholders and until his successor shall be elected and
qualified.
Section 3. In case of the
death or resignation of one or more of the directors of the Company, a majority
of the remaining directors, though less than a quorum, may fill the vacancy or
vacancies until the successor or successors are elected at a meeting of the
shareholders. A director may resign at any time and the acceptance of
his resignation shall not be required in order to make it
effective.
Section 4. The Board of
Directors may hold its meetings either within or without the State of Missouri
at such place as shall be specified in the notice of such meeting.
Section 5. Regular meetings
of the Board of Directors shall be held as the Board of Directors by resolution
shall from time to time determine. The Secretary or an Assistant
Secretary shall give at least five days' notice of the time and place of each
such meeting to each director in the manner provided in Section 9 of this
Article III. The notice need not specify the business to be
transacted.
Section 6. Special meetings
of the Board of Directors shall be held whenever called by the Chairman of the
Board, the President or three members of the Board and shall be held at such
place as shall be specified in the notice of such meeting. Notice of
such special meeting stating the place, date and hour of the meeting shall be
given to each director either by mail not less than forty-eight (48) hours
before the date of the meeting, or personally or by telephone, telecopy,
telegram, telex or similar means of communication on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.
Section 7. A majority of the
full Board of Directors as prescribed in these By-laws shall constitute a quorum
for the transaction of business. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any
meeting of the directors, the directors present may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present. Members of the Board of Directors or of any
committee designated by the Board of Directors may participate in a meeting of
the Board or committee by means of conference telephone or
similar
communications
equipment whereby all persons participating in the meeting can hear each other,
and participation in a meeting in this manner shall constitute presence in
person at the meeting.
Section 8. The Board of
Directors, by the affirmative vote of a majority of the directors then in
office, and irrespective of any personal interest of any of its members, shall
have authority to establish reasonable compensation for
directors. Compensation for nonemployee directors may include both a
stated annual retainer and a fixed fee for attendance at each regular or special
meeting of the Board. Nonemployee members of special or standing
committees of the Board may be allowed a fixed fee for attending committee
meetings. Any director may serve the Company in any other capacity
and receive compensation therefor. Each director may be reimbursed
for his expenses, if any, in attending regular and special meetings of the Board
and committee meetings.
Section 9. Whenever under
the provisions of the statutes or of the articles of consolidation or of these
By-laws, notice is required to be given to any director, it shall not be
construed to require personal notice, but such notice may be given by telephone,
telecopy, telegram, telex or similar means of communication addressed to such
director at such address as appears on the books of the Company, or by mail by
depositing the same in a post office or letter box in a postpaid, sealed wrapper
addressed to such director at such address as appears on the books of the
Company. Such notice shall be deemed to be given at the time when the
same shall be thus telephoned, telecopied, telegraphed or mailed.
Attendance of a director at any 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 any
business because the meeting is not lawfully called or convened.
Section 10. The Board of Directors may
by resolution provide for an Executive Committee of said Board, which shall
serve at the pleasure of the Board of Directors and, during the intervals
between the meetings of said Board, shall possess and may exercise any or all of
the powers of the Board of Directors in the management of the business and
affairs of the corporation, except with respect to any matters which, by
resolution of the Board of Directors, may from time to time be reserved for
action by said Board.
Section 11. The Executive Committee, if
established by the Board, shall consist of the Chief Executive Officer of the
Company and two or more additional directors, who shall be elected by the Board
of Directors to serve at the pleasure of said Board until the first meeting of
the Board of Directors following the next annual meeting of shareholders and
until their successors shall have been elected. Vacancies in the
Committee shall be filled by the Board of Directors.
Section 12. Meetings of the Executive
Committee shall be held whenever called by the chairman or by a majority of the
members of the committee, and shall be held at such time and place as shall be
specified in the notice of such meeting. The Secretary or an
Assistant Secretary shall give at least one day's notice of the time, place and
purpose of each such meeting to each committee member in the manner provided in
Section 9 of this Article III, provided, that if the meeting is to be held
outside of Kansas City, Missouri, at least three days' notice thereof shall be
given.
Section 13. At all meetings
of the Executive Committee, a majority of the committee members shall constitute
a quorum and the unanimous act of all the members of the committee present at a
meeting where a quorum is present shall be the act of the Executive
Committee. All action by the Executive Committee shall be reported to
the Board of Directors at its meeting next succeeding such action.
Section 14. In addition to
the Executive Committee provided for by these By-laws, the Board of Directors,
by resolution adopted by a majority of the whole Board of Directors, (i) shall
designate, as standing committees, an Audit Committee, a Compensation Committee
and a Governance Committee, and (ii) may designate one or more special
committees, each consisting of two or more directors. Each standing
or special committee shall have and may exercise so far as may be permitted by
law and to the extent provided in such resolution or resolutions or in these
By-laws, the responsibilities of the business and affairs of the
corporation. The Board of Directors may, at its discretion, appoint
qualified directors as alternate members of a standing or special committee to
serve in the temporary absence or disability of any member of a
committee. Except where the context requires otherwise, references in
these By-laws to the Board of Directors shall be deemed to include the Executive
Committee, a standing committee or a special committee of the Board of Directors
duly authorized and empowered to act in the premises.
Section 15. Each standing or
special committee shall record and keep a record of all its acts and proceedings
and report the same from time to time to the Board of Directors.
Section 16. Regular meetings
of any standing or special committee, of which no notice shall be necessary,
shall be held at such times and in such places as shall be fixed by majority of
the committee. Special meetings of a committee shall be held at the
request of any member of the committee. Notice of each special
meeting of a committee shall be given not later than one day prior to the date
on which the special meeting is to be held. Notice of any special
meeting need not be given to any member of a committee, if waived by him in
writing or by telegraph before or after the meeting; and any meeting of a
committee shall be a legal meeting without notice thereof having been given, if
all the members of the committee shall be present.
Section 17. A majority of
any committee shall constitute a quorum for the transaction of business, and the
act of a majority of those present, by telephone conference call or otherwise,
at any meeting at which a quorum is present shall be the act of the
committee. Members of any committee shall act only as a committee and
the individual members shall have no power as such.
Section 18. The members or
alternates of any standing or special committee shall serve at the pleasure of
the Board of Directors.
Section 19. If all the
directors severally or collectively shall consent in writing to any action which
is required to be or may be taken by the directors, such consents shall have the
same force and effect as a unanimous vote of the directors at a meeting
duly
held. The
Secretary shall file such consents with the minutes of the meetings of the Board
of Directors.
Section 20. Only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors of the Company, except as may be otherwise provided in the
Restated Articles of Consolidation of the Company with respect to the right of
holders of Preferred Stock to nominate and elect a specified number of directors
in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of shareholders (a) by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any shareholder of the Company (i) who is a
shareholder of record on the date of the giving of the notice provided for in
this Section 20 and on the record date for the determination of
shareholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 20.
In addition to any other applicable
requirements, for a nomination to be made by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Company.
To be timely, a shareholder's notice to
the Secretary must be delivered to or mailed and received at the principal
executive offices of the Company not less than sixty (60) days nor more than
ninety (90) days prior to the date of the annual meeting of shareholders; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given to shareholders, notice by the shareholder in order
to be timely must be so received not later than the close of business on the
tenth (10) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in proper written form, a
shareholder's notice to the Secretary must set forth (a) as to each person
whom the shareholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of the person,
(ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the Company that are
owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder; and (b) as to the shareholder
giving the notice (i) the name and record of such shareholder,
(ii) the class or series and number of shares of capital stock of the
Company that are owned beneficially or of record by such shareholder,
(iii) a description of all arrangements or understandings between such
shareholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
shareholder, (iv) a representation that such shareholder intends to appear
in person or by proxy at the meeting to nominate the persons named in the notice
and (v) any other information relating to such shareholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.
Such
notice must be accompanied by a written consent of each proposed nominee to
being name as a nominee and to serve as a director if elected.
No person shall be eligible for
election as a director of the Company unless nominated in accordance with the
procedures set forth in this Section 20. If the Chairman of the
annual meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be
disregarded.
ARTICLE
IV
Officers
Section 1. The officers of
the Company shall include a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one
or more Assistant Treasurers, all of whom shall be appointed by the Board of
Directors. Any one person may hold two or more offices except that
the offices of President and Secretary may not be held by the same
person.
Section 2. The officers of
the Company shall be appointed annually by the Board of
Directors. The office of Chairman of the Board may or may not be
filled, as may be deemed advisable by the Board of Directors.
Section 3. The Board of
Directors may from time to time appoint such other officers as it shall deem
necessary or expedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as the Board of Directors or the
Chief Executive Officer may from time to time determine.
Section 4. The officers of
the Company shall hold office until their successors shall be chosen and shall
qualify. Any officer appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the whole
board. If the office of any officer becomes vacant for any reason, or
if any new office shall be created, the vacancy may be filled by the Board of
Directors.
Section 5. The salaries of
all officers of the Company shall be fixed by the Board of
Directors.
ARTICLE
V
Powers and Duties of
Officers
Section 1. The Board of
Directors shall designate the Chief Executive Officer of the Company, who may be
either the Chairman of the Board or the President. The Chief
Executive Officer shall have general and active management of and exercise
general supervision of the business and affairs of the Company, subject,
however, to the right of the Board of Directors, or the Executive Committee
acting in its stead, to delegate any specific power to any other officer or
officers of the Company, and the Chief Executive
Officer
shall see that all orders and resolutions of the Board of Directors and the
Executive Committee are carried into effect. During such times when
neither the Board of Directors nor the Executive Committee is in session, the
Chief Executive Officer of the Company shall have and exercise full corporate
authority and power to manage the business and affairs of the Company (except
for matters required by law, the By-laws or the articles of consolidation to be
exercised by the shareholders or Board itself or as may otherwise be specified
by orders or resolutions of the Board) and the Chief Executive Officer shall
take such actions, including executing contracts or other documents, as he deems
necessary or appropriate in the ordinary course of the business and affairs of
the Company. The Vice Presidents and other authorized persons are
authorized to take actions which are (i) routinely required in the conduct
of the Company's business or affairs, including execution of contracts and other
documents incidental thereto, which are within their respective areas of
assigned responsibility, and (ii) within the ordinary course of the
Company's business or affairs as may be delegated to them respectively by the
Chief Executive Officer.
Section 2. The Chairman of
the Board shall preside at all meetings of the shareholders and at all meetings
of the Board of Directors, and shall perform such other duties as the Board of
Directors shall from time to time prescribe, including, if so designated by the
Board of Directors, the duties of Chief Executive Officer.
Section 3. The President, if
not designated Chief Executive Officer, shall perform such duties and exercise
such powers as shall be assigned to him from time to time by the Board of
Directors or the Chief Executive Officer. In the absence of the
Chairman of the Board, or if the position of Chairman of the Board be vacant,
the President shall preside at all meetings of the shareholders and at all
meetings of the Board of Directors.
Section 4. The Vice
Presidents shall perform such duties and exercise such powers as shall be
assigned to them from time to time by the Board of Directors or the Chief
Executive Officer.
Section 5. The Secretary
shall attend all meetings of the shareholders, the Board of Directors and the
Executive Committee, and shall keep the minutes of such meetings. He
shall give, or cause to be given, notice of all meetings of the shareholders,
the Board of Directors and the Executive Committee, and shall perform such other
duties as may be prescribed by the Board of Directors or the Chief Executive
Officer. He shall be the custodian of the seal of the Company and
shall affix the same to any instrument requiring it and, when so affixed, shall
attest it by his signature. He shall, in general, perform all duties
incident to the office of secretary.
Section 6. The Assistant
Secretaries shall perform such of the duties and exercise such of the powers of
the Secretary as shall be assigned to them from time to time by the Board of
Directors or the Chief Executive Officer or the Secretary, and shall perform
such other duties as the Board of Directors or the Chief Executive Officer shall
from time to time prescribe.
Section 7. The Treasurer
shall have the custody of all moneys and securities of the
Company. He is authorized to collect and receive all moneys due the
Company and to receipt therefor, and to endorse in the name of the Company and
on its behalf when
necessary
or proper all checks, drafts, vouchers or other instruments for the payment of
money to the Company and to deposit the same to the credit of the Company in
such depositaries as may be designated by the Board of Directors. He
is authorized to pay interest on obligations and dividends on stocks of the
Company when due and payable. He shall, when necessary or proper,
disburse the funds of the Company, taking proper vouchers for such
disbursements. He shall render to the Board of Directors and the
Chief Executive Officer, whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
Company. He shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer. He shall, in
general, perform all duties incident to the office of treasurer.
Section 8. The Assistant
Treasurers shall perform such of the duties and exercise such of the powers of
the Treasurer as shall be assigned to them from time to time by the Board of
Directors or the Chief Executive Officer or the Treasurer, and shall perform
such other duties as the Board of Directors or the Chief Executive Officer shall
from time to time prescribe.
Section 9. The Board of
Directors may, by resolution, require any officer to give the Company a bond
(which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance of
the duties of his office and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control and belonging to the Company.
Section 10. In the case of
absence or disability or refusal to act of any officer of the Company, other
than the Chairman of the Board, the Chief Executive Officer may delegate the
powers and duties of such officer to any other officer or other person unless
otherwise ordered by the Board of Directors.
Section 11. The Chairman of
the Board, the President, the Vice Presidents and any other person duly
authorized by resolution of the Board of Directors shall severally have power to
execute on behalf of the Company any deed, bond, indenture, certificate, note,
contract or other instrument authorized or approved by the Board of
Directors.
Section 12. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, the President or
any Vice President of the Company (a) shall have full power and authority to
attend and to act and vote, in the name and on behalf of this Company, at any
meeting of shareholders of any corporation in which this Company may hold stock,
and at any such meeting shall possess and may exercise any and all of the rights
and powers incident to the ownership of such stock, and (b) shall have full
power and authority to execute, in the name and on behalf of this Company,
proxies authorizing any suitable person or persons to act and to vote at any
meeting of shareholders of any corporation in which this Company may hold stock,
and at any such meeting the person or persons so designated shall possess and
may exercise any and all of the rights and powers incident to the ownership of
such stock.
ARTICLE
VI
Certificates of
Stock
Section 1. The Board of
Directors shall provide for the issue, transfer and registration of the
certificates representing the shares of capital stock of the Company, and shall
appoint the necessary officers, transfer agents and registrars for that
purpose.
Section 2. Until otherwise
ordered by the Board of Directors, stock certificates shall be signed by the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Company. Such seal may be facsimile, engraved or
printed. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any stock
certificate or certificates shall cease to be such officer or officers of the
Company, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Company, such
certificate or certificates may nevertheless be issued by the Company with the
same effect as if the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the
Company.
Section 3. Transfers of
stock shall be made on the books of the Company only by the person in whose name
such stock is registered or by his attorney lawfully constituted in writing, and
unless otherwise authorized by the Board of Directors only on surrender and
cancellation of the certificate transferred. No stock certificate
shall be issued to a transferee until the transfer has been made on the books of
the Company.
Section 4. The Company shall
be entitled to treat the person in whose name any share of stock is registered
as the owner thereof, for all purposes, and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have notice thereof, except as otherwise
expressly provided by the laws of Missouri.
Section 5. In case of the
loss or destruction of any certificate for shares of the Company, a new
certificate may be issued in lieu thereof under such regulations and conditions
as the Board of Directors may from time to time prescribe.
Section
6. (a) Notwithstanding anything to the contrary in this Article VI,
unless the Articles of Incorporation or another provision in these Bylaws
provide otherwise, the Board of Directors may authorize the issue of some or all
of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already
represented by certificates until such certificates are surrendered to the
Company.
(b) Every
holder of uncertificated shares is entitled to receive a statement of holdings
as evidence of share ownership.
(c) After
the issue or transfer of shares without certificates, the Company shall, if
required by law or agreement, provide to such holders of the
applicable
uncertificated shares a statement that the Company will furnish each such
shareholder information pertaining to classes of shares or different series
within a class, the designations, relative rights, preferences and limitations
applicable to each class and the variations in rights, preferences and
limitations determined for each such series.
ARTICLE
VII
Closing of Transfer
Books
The Board of Directors shall have power
to close the stock transfer books of the Company for a period not exceeding
seventy days preceding the date of any meeting of shareholders or the date for
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of shares shall go into effect; provided,
however, that in lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding seventy days
preceding the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of shares, and
in such case such shareholders and only such shareholders as shall be
shareholders of record on the date of closing the transfer books or on the
record date so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Company after
such date of closing of the transfer books or such record date fixed as
aforesaid.
ARTICLE
VIII
Inspection of
Books
Section 1. A shareholder
shall have the right to inspect books of the Company only to the extent such
right may be conferred by law, by the articles of consolidation, by the By-laws
or by resolution of the Board of Directors.
Section 2. Any shareholder
desiring to examine books of the Company shall present a demand to that effect
in writing to the President or the Secretary or the Treasurer of the
Company. Such demand shall state:
(a) the
particular books which he desires to examine;
(b) the
purpose for which he desires to make the examination;
(c) the
date on which the examination is desired;
(d) the
probable duration of time the examination will require; and
(e) the
names of the persons who will be present at the examination.
Within
three days after receipt of such demand, the President or the Secretary or the
Treasurer shall, if the shareholder's purpose be lawful, notify the shareholder
making the demand of the time and place the examination may be
made.
Section 3. The right to
inspect books of the Company may be exercised only at such times as the
Company's registered office is normally open for business and may be limited to
four hours on any one day.
Section 4. The Company shall
not be liable for expenses incurred in connection with any inspection of its
books.
ARTICLE
IX
Corporate
Seal
The corporate seal of the Company shall
have inscribed thereon the name of the Company and the words "Corporate Seal",
"Missouri" and "1922".
ARTICLE
X
Fiscal
Year
Section 1. The fiscal year
of the Company shall be the calendar year.
Section 2. As soon as
practicable after the close of each fiscal year, the Board of Directors shall
cause a report of the business and affairs of the Company to be made to the
shareholders.
ARTICLE
XI
Waiver of
Notice
Whenever by statute or by the articles
of consolidation or by these By-laws any notice whatever is required to be
given, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE
XII
Amendments
The Board of Directors may make, alter,
amend or repeal By-laws of the Company by a majority vote of the whole Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice thereof has been given in the notice of such special
meeting. Nothing in this Article shall be construed to limit the
power of the shareholders to make, alter, amend or repeal By-laws of the Company
at any annual or special meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such meeting, provided a quorum is
present.
ex3_2.htm
EXHIBIT
3.2
KANSAS
CITY POWER & LIGHT COMPANY
BY-LAWS
AS
AMENDED APRIL 1, 2008
KANSAS
CITY POWER & LIGHT COMPANY
BY-LAWS
ARTICLE
I
Offices
Section 1. The registered
office of the Company in the State of Missouri shall be at 1201 Walnut, in
Kansas City, Jackson County, Missouri.
Section 2. The Company also
may have offices at such other places either within or without the State of
Missouri as the Board of Directors may from time to time determine or the
business of the Company may require.
ARTICLE
II
Shareholders
Section 1. All meetings of
the shareholders shall be held at such place within or without the State of
Missouri as may be selected by the Board of Directors or Executive Committee,
but if the Board of Directors or Executive Committee shall fail to designate a
place for said meeting to be held, then the same shall be held at the principal
place of business of the Company.
Section 2. An annual meeting
of the shareholders shall be held on the first Tuesday of May in each year, if
not a legal holiday, and if a legal holiday, then on the first succeeding day
which is not a legal holiday, at ten o'clock in the forenoon, for the purpose of
electing directors of the Company and transacting such other business as may
properly be brought before the meeting.
Section 3. Unless otherwise
expressly provided in the Restated Articles of Consolidation of the Company with
respect to the Cumulative Preferred Stock, Cumulative No Par Preferred Stock or
Preference Stock, special meetings of the shareholders may only be called by the
Chairman of the Board, by the President or at the request in writing of a
majority of the Board of Directors. Special meetings of shareholders
of the Company may not be called by any other person or persons.
Section 4. Written or
printed notice of each meeting of the shareholders, annual or special, shall be
given in the manner provided in the corporation laws of the State of
Missouri. In case of a call for any special meeting, the notice shall
state the time, place and purpose of such meeting.
Any notice of a shareholders' meeting
sent by mail shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid addressed to the shareholder at his address as
it appears on the records of the Company.
In addition to the written or printed
notice provided for in the first paragraph of this Section, published notice of
each meeting of shareholders shall be given in such manner and for such period
of time as may be required by the laws of the State of Missouri at the time such
notice is required to be given.
Section 5. Attendance of a
shareholder at any meeting shall constitute a waiver of notice of such meeting
except where a shareholder attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
Section 6. At least ten days
before each meeting of the shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares of the
Company. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Company and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in the State of Missouri, shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of
shareholders.
Failure to comply with the requirements
of this Section shall not affect the validity of any action taken at any such
meeting.
Section 7. Each outstanding
share entitled to vote under the provisions of the articles of consolidation of
the Company shall be entitled to one vote on each matter submitted at a meeting
of the shareholders. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.
At any election of directors of the
Company, each holder of outstanding shares of any class entitled to vote thereat
shall have the right to cast as many votes in the aggregate as shall equal the
number of shares of such class held, multiplied by the number of directors to be
elected by holders of shares of such class, and may cast the whole number of
votes, either in person or by proxy, for one candidate, or distribute them among
two or more candidates as such holder shall elect.
Section 8. At any meeting of
shareholders, a majority of the outstanding shares entitled to vote represented
in person or by proxy shall constitute a quorum for the transaction of business,
except as otherwise provided by statute or by the articles of consolidation or
by these By-laws. The holders of a majority of the shares represented
in person or by proxy and entitled to vote at any meeting of the shareholders
shall have the right successively to adjourn the meeting to a specified date not
longer than ninety days after any such adjournment, whether or not a quorum be
present. The time and place to which any such adjournment is taken
shall be publicly announced at the meeting, and no notice need be given of any
such adjournment to shareholders not present at the meeting. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
called.
Section 9. The vote for
directors and the vote on any other question that has been properly brought
before the meeting in accordance with these By-laws shall be by
ballot. Each ballot cast by a shareholder must state the name of the
shareholder voting and the number of shares voted by him and if such ballot be
cast by a proxy, it must also state the name of such proxy. All
elections and all other questions shall be decided by plurality vote, unless the
question is one on which by express provision of the statutes or of the articles
of consolidation or of these By-laws a different vote is required, in which case
such express provision shall govern and control the decision of such
question.
Section 10. The Chairman of
the Board, or in his absence the President of the Company, shall convene all
meetings of the shareholders and shall act as chairman thereof. The
Board of Directors may appoint any shareholder to act as chairman of any meeting
of the shareholders in the absence of the Chairman of the Board and the
President, and in the case of the failure of the Board so to appoint a chairman,
the shareholders present at the meeting shall elect a chairman who shall be
either a shareholder or a proxy of a shareholder.
The Secretary of the Company shall act
as secretary of all meetings of shareholders. In the absence of the
Secretary at any meeting of shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.
Section 11. At any meeting
of shareholders where a vote by ballot is taken for the election of directors or
on any proposition, the person presiding at such meeting shall appoint not less
than two persons, who are not directors, as inspectors to receive and canvass
the votes given at such meeting and certify the result to
him. Subject to any statutory requirements which may be applicable,
all questions touching upon the qualification of voters, the validity of
proxies, and the acceptance or rejection of votes shall be decided by the
inspectors. In case of a tie vote by the inspectors on any question,
the presiding officer shall decide the issue.
Section 12. Unless otherwise
provided by statute or by the articles of consolidation, any action required to
be taken by shareholders may be taken without a
meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof.
Section 13. No business may
be transacted at an annual meeting of shareholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual
meeting by any shareholder of the Company (i) who is a shareholder of
record on the date of the giving of the notice provided for in this
Section 13 and on the record date for the determination of shareholders
entitled to vote at such annual meeting and (ii) who complies with the
notice procedure set forth in this Section 13.
In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, such shareholder must have given timely notice thereof
in proper written form to the Secretary of the Company.
To be timely, a shareholder's notice to
the Secretary must be delivered to or mailed and received at the principal
executive offices of the Company not less than sixty (60) days nor more than
ninety (90) days prior to the date of the annual meeting of shareholders; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in proper written form, a
shareholder's notice to the Secretary must set forth as to each matter such
shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the
name and record address of such shareholder, (iii) the class or series and
number of shares of capital stock of the Company that are owned beneficially or
of record by such shareholder, (iv) a description of all arrangements or
understandings between such shareholder and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business and
(v) a representation that such shareholder intends to appear in person or
by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the
annual meeting of shareholders except business brought before the annual meeting
in accordance with the procedures set forth in this Section 13, provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 13 shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman
of an annual meeting determines that business was not properly
brought
before
the annual meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
ARTICLE
III
Board of
Directors
Section 1. The property,
business and affairs of the Company shall be managed and controlled by a Board
of Directors which may exercise all such powers of the Company and do all such
lawful acts and things as are not by statute or by the articles of consolidation
or by these By-laws directed or required to be exercised or done by the
shareholders.
Section 2. The Board of
Directors shall consist of not less than 9 nor more than 13 directors, the exact
number to be set from time-to-time by a resolution adopted by the affirmative
vote of the majority of the whole Board. Each director shall be
elected at the annual meeting of the shareholders to serve until the next annual
meeting of the shareholders and until his successor shall be elected and
qualified.
Section 3. In case of the
death or resignation of one or more of the directors of the Company, a majority
of the remaining directors, though less than a quorum, may fill the vacancy or
vacancies until the successor or successors are elected at a meeting of the
shareholders. A director may resign at any time and the acceptance of
his resignation shall not be required in order to make it
effective.
Section 4. The Board of
Directors may hold its meetings either within or without the State of Missouri
at such place as shall be specified in the notice of such meeting.
Section 5. Regular meetings
of the Board of Directors shall be held as the Board of Directors by resolution
shall from time to time determine. The Secretary or an Assistant
Secretary shall give at least five days' notice of the time and place of each
such meeting to each director in the manner provided in Section 9 of this
Article III. The notice need not specify the business to be
transacted.
Section 6. Special meetings
of the Board of Directors shall be held whenever called by the Chairman of the
Board, the President or three members of the Board and shall be held at such
place as shall be specified in the notice of such meeting. Notice of
such special meeting stating the place, date and hour of the meeting shall be
given to each director either by mail not less than forty-eight (48) hours
before the date of the meeting, or personally or by telephone, telecopy,
telegram, telex or similar means of communication on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.
Section 7. A majority of the
full Board of Directors as prescribed in these By-laws shall constitute a quorum
for the transaction of business. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any
meeting of the directors, the directors present may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present. Members of the Board of Directors or of any
committee designated by the Board of Directors may participate in a meeting of
the Board or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other, and participation in a meeting in this manner shall constitute
presence in person at the meeting.
Section 8. The Board of
Directors, by the affirmative vote of a majority of the directors then in
office, and irrespective of any personal interest of any of its members, shall
have authority to establish reasonable compensation for
directors. Compensation for nonemployee directors may include both a
stated annual retainer and a fixed fee for attendance at each regular or special
meeting of the Board. Nonemployee members of special or standing
committees of the Board may be allowed a fixed fee for attending committee
meetings. Any director may serve the Company in any other capacity
and receive compensation therefor. Each director may be reimbursed
for his expenses, if any, in attending regular and special meetings of the Board
and committee meetings.
Section 9. Whenever under
the provisions of the statutes or of the articles of consolidation or of these
By-laws, notice is required to be given to any director, it shall not be
construed to require personal notice, but such notice may be given by telephone,
telecopy, telegram, telex or similar means of communication addressed to such
director at such address as appears on the books of the Company, or by mail by
depositing the same in a post office or letter box in a postpaid, sealed wrapper
addressed to such director at such address as appears on the books of the
Company. Such notice shall be deemed to be given at the time when the
same shall be thus telephoned, telecopied, telegraphed or mailed.
Attendance of a director at any 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 any
business because the meeting is not lawfully called or convened.
Section 10. The Board of Directors may
by resolution provide for an Executive Committee of said Board, which shall
serve at the pleasure of the Board of Directors and, during the intervals
between the meetings of said Board, shall possess and may exercise any or all of
the powers of the Board of Directors in the management of the business and
affairs of the corporation, except with respect to any matters which, by
resolution of the Board of Directors, may from time to time be reserved for
action by said Board.
Section 11. The Executive Committee, if
established by the Board, shall consist of the Chief Executive Officer of the
Company and two or more additional directors, who shall be elected by the Board
of Directors to serve at the pleasure of said Board until the
first
meeting of the Board of Directors following the next annual meeting of
shareholders and until their successors shall have been
elected. Vacancies in the Committee shall be filled by the Board of
Directors.
Section 12. Meetings of the Executive
Committee shall be held whenever called by the chairman or by a majority of the
members of the committee, and shall be held at such time and place as shall be
specified in the notice of such meeting. The Secretary or an
Assistant Secretary shall give at least one day's notice of the time, place and
purpose of each such meeting to each committee member in the manner provided in
Section 9 of this Article III, provided, that if the meeting is to be held
outside of Kansas City, Missouri, at least three days' notice thereof shall be
given.
Section 13. At all meetings
of the Executive Committee, a majority of the committee members shall constitute
a quorum and the unanimous act of all the members of the committee present at a
meeting where a quorum is present shall be the act of the Executive
Committee. All action by the Executive Committee shall be reported to
the Board of Directors at its meeting next succeeding such action.
Section 14. In addition to
the Executive Committee provided for by these By-laws, the Board of Directors,
by resolution adopted by a majority of the whole Board of
Directors, may designate one or more committees, each consisting of
two or more directors. The Board of Directors may also designate the
Audit Committee of Great Plains Energy Incorporated as the “audit committee” of
the Company for purposes of Section 10A of the Securities Exchange Act of 1934,
as amended, and related rules. Each committee shall have
and may exercise so far as may be permitted by law and to the extent provided in
such resolution or resolutions or in these By-laws, the responsibilities of the
business and affairs of the corporation. The Board of Directors may,
at its discretion, appoint qualified directors as alternate members of a
committee to serve in the temporary absence or disability of any member of a
committee. Except where the context requires otherwise, references in
these By-laws to the Board of Directors shall be deemed to include the Executive
Committee or a committee of the Board of Directors duly authorized and empowered
to act in the premises.
Section 15. Each committee
shall record and keep a record of all its acts and proceedings and report the
same from time to time to the Board of Directors.
Section 16. Regular meetings
of any committee, of which no notice shall be necessary, shall be held at such
times and in such places as shall be fixed by majority of the
committee. Special meetings of a committee shall be held at the
request of any member of the committee. Notice of each special
meeting of a committee shall be given not later than one day prior to the date
on which the special meeting is to be held. Notice of any special
meeting need not be given to any member of a committee, if waived by him in
writing before or after the meeting; and any meeting of a committee shall be a
legal meeting without notice thereof having been given, if all the members of
the committee shall be present.
Section 17. A majority of
any committee shall constitute a quorum for the transaction of business, and the
act of a majority of those present, by telephone conference call or otherwise,
at any meeting at which a quorum is present shall be the act of the
committee. Members of any committee shall act only as a committee and
the individual members shall have no power as such.
Section 18. The members or
alternates of any committee shall serve at the pleasure of the Board of
Directors.
Section 19. If all the
directors severally or collectively shall consent in writing to any action which
is required to be or may be taken by the directors, such consents shall have the
same force and effect as a unanimous vote of the directors at a meeting duly
held. The Secretary shall file such consents with the minutes of the
meetings of the Board of Directors.
Section 20. Only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors of the Company. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
shareholders (a) by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (b) by any shareholder of the Company
(i) who is a shareholder of record on the date of the giving of the notice
provided for in this Section 20 and on the record date for the
determination of shareholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this
Section 20.
In addition to any other applicable
requirements, for a nomination to be made by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Company.
To be timely, a shareholder's notice to
the Secretary must be delivered to or mailed and received at the principal
executive offices of the Company not less than sixty (60) days nor more than
ninety (90) days prior to the date of the annual meeting of shareholders; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given to shareholders, notice by the shareholder in order
to be timely must be so received not later than the close of business on the
tenth (10) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in proper written form, a
shareholder's notice to the Secretary must set forth (a) as to each person
whom the shareholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of the person,
(ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the Company that are
owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14
of the Securities
Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the shareholder giving the notice
(i) the name and record of such shareholder, (ii) the class or series
and number of shares of capital stock of the Company that are owned beneficially
or of record by such shareholder, (iii) a description of all arrangements
or understandings between such shareholder and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such shareholder, (iv) a representation
that such shareholder intends to appear in person or by proxy at the meeting to
nominate the persons named in the notice and (v) any other information
relating to such shareholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being name
as a nominee and to serve as a director if elected.
No person shall be eligible for
election as a director of the Company unless nominated in accordance with the
procedures set forth in this Section 20. If the Chairman of the
annual meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be
disregarded.
ARTICLE
IV
Officers
Section 1. The officers of
the Company shall include a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one
or more Assistant Treasurers, all of whom shall be appointed by the Board of
Directors. Any one person may hold two or more offices except that
the offices of President and Secretary may not be held by the same
person.
Section 2. The officers of
the Company shall be appointed annually by the Board of
Directors. The office of Chairman of the Board may or may not be
filled, as may be deemed advisable by the Board of Directors.
Section 3. The Board of
Directors may from time to time appoint such other officers as it shall deem
necessary or expedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as the Board of Directors or the
Chief Executive Officer may from time to time determine.
Section 4. The officers of
the Company shall hold office until their successors shall be chosen and shall
qualify. Any officer appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the whole
board. If the office of any officer becomes vacant for any reason, or
if any new office shall be created, the vacancy may be filled by the Board of
Directors.
Section 5. The salaries of
all officers of the Company shall be fixed by the Board of
Directors.
ARTICLE
V
Powers and Duties of
Officers
Section 1. The Board of
Directors shall designate the Chief Executive Officer of the Company, who may be
either the Chairman of the Board or the President. The Chief
Executive Officer shall have general and active management of and exercise
general supervision of the business and affairs of the Company, subject,
however, to the right of the Board of Directors, or the Executive Committee
acting in its stead, to delegate any specific power to any other officer or
officers of the Company, and the Chief Executive Officer shall see that all
orders and resolutions of the Board of Directors and the Executive Committee are
carried into effect. During such times when neither the Board of
Directors nor the Executive Committee is in session, the Chief Executive Officer
of the Company shall have and exercise full corporate authority and power to
manage the business and affairs of the Company (except for matters required by
law, the By-laws or the articles of consolidation to be exercised by the
shareholders or Board itself or as may otherwise be specified by orders or
resolutions of the Board) and the Chief Executive Officer shall take such
actions, including executing contracts or other documents, as he deems necessary
or appropriate in the ordinary course of the business and affairs of the
Company. The Vice Presidents and other authorized persons are
authorized to take actions which are (i) routinely required in the conduct
of the Company's business or affairs, including execution of contracts and other
documents incidental thereto, which are within their respective areas of
assigned responsibility, and (ii) within the ordinary course of the
Company's business or affairs as may be delegated to them respectively by the
Chief Executive Officer.
Section 2. The Chairman of
the Board shall preside at all meetings of the shareholders and at all meetings
of the Board of Directors, and shall perform such other duties as the Board of
Directors shall from time to time prescribe, including, if so designated by the
Board of Directors, the duties of Chief Executive Officer.
Section 3. The President, if
not designated Chief Executive Officer, shall perform such duties and exercise
such powers as shall be assigned to him from time to time by the Board of
Directors or the Chief Executive Officer. In the absence of the
Chairman of the Board, or if the position of Chairman of the Board be vacant,
the President shall preside at all meetings of the shareholders and at all
meetings of the Board of Directors.
Section 4. The Vice
Presidents shall perform such duties and exercise such powers as shall be
assigned to them from time to time by the Board of Directors or the Chief
Executive Officer.
Section 5. The Secretary
shall attend all meetings of the shareholders, the Board of Directors and the
Executive Committee, and shall keep the minutes of such meetings. He
shall give, or cause to be given, notice of all meetings of the shareholders,
the Board of Directors and the Executive Committee, and shall perform such other
duties as may be prescribed by the Board of Directors or the Chief Executive
Officer. He shall be the custodian of the seal of the Company and
shall affix the same to any instrument requiring it and, when so affixed, shall
attest it by his signature. He shall, in general, perform all duties
incident to the office of secretary.
Section 6. The Assistant
Secretaries shall perform such of the duties and exercise such of the powers of
the Secretary as shall be assigned to them from time to time by the Board of
Directors or the Chief Executive Officer or the Secretary, and shall perform
such other duties as the Board of Directors or the Chief Executive Officer shall
from time to time prescribe.
Section 7. The Treasurer
shall have the custody of all moneys and securities of the
Company. He is authorized to collect and receive all moneys due the
Company and to receipt therefor, and to endorse in the name of the Company and
on its behalf when necessary or proper all checks, drafts, vouchers or other
instruments for the payment of money to the Company and to deposit the same to
the credit of the Company in such depositaries as may be designated by the Board
of Directors. He is authorized to pay interest on obligations and
dividends on stocks of the Company when due and payable. He shall,
when necessary or proper, disburse the funds of the Company, taking proper
vouchers for such disbursements. He shall render to the Board of
Directors and the Chief Executive Officer, whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of
the Company. He shall perform such other duties as may be prescribed
by the Board of Directors or the Chief Executive Officer. He shall,
in general, perform all duties incident to the office of treasurer.
Section 8. The Assistant
Treasurers shall perform such of the duties and exercise such of the powers of
the Treasurer as shall be assigned to them from time to time by the Board of
Directors or the Chief Executive Officer or the Treasurer, and shall perform
such other duties as the Board of Directors or the Chief Executive Officer shall
from time to time prescribe.
Section 9. The Board of
Directors may, by resolution, require any officer to give the Company a bond
(which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance of
the duties of his office and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control and belonging to the Company.
Section 10. In the case of
absence or disability or refusal to act of any officer of the Company, other
than the Chairman of the Board, the Chief Executive Officer may
delegate
the powers and duties of such officer to any other officer or other person
unless otherwise ordered by the Board of Directors.
Section 11. The Chairman of
the Board, the President, the Vice Presidents and any other person duly
authorized by resolution of the Board of Directors shall severally have power to
execute on behalf of the Company any deed, bond, indenture, certificate, note,
contract or other instrument authorized or approved by the Board of
Directors.
Section 12. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, the President or
any Vice President of the Company (a) shall have full power and authority to
attend and to act and vote, in the name and on behalf of this Company, at any
meeting of shareholders of any corporation in which this Company may hold stock,
and at any such meeting shall possess and may exercise any and all of the rights
and powers incident to the ownership of such stock, and (b) shall have full
power and authority to execute, in the name and on behalf of this Company,
proxies authorizing any suitable person or persons to act and to vote at any
meeting of shareholders of any corporation in which this Company may hold stock,
and at any such meeting the person or persons so designated shall possess and
may exercise any and all of the rights and powers incident to the ownership of
such stock.
ARTICLE
VI
Certificates of
Stock
Section 1. The Board of
Directors shall provide for the issue, transfer and registration of the
certificates representing the shares of capital stock of the Company, and shall
appoint the necessary officers, transfer agents and registrars for that
purpose.
Section 2. Until otherwise
ordered by the Board of Directors, stock certificates shall be signed by the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Company. Such seal may be facsimile, engraved or
printed. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any stock
certificate or certificates shall cease to be such officer or officers of the
Company, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Company, such
certificate or certificates may nevertheless be issued by the Company with the
same effect as if the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the
Company.
Section 3. Transfers of
stock shall be made on the books of the Company only by the person in whose name
such stock is registered or by his attorney lawfully constituted in writing, and
unless otherwise authorized by the Board of Directors only on
surrender
and
cancellation of the certificate transferred. No stock certificate
shall be issued to a transferee until the transfer has been made on the books of
the Company.
Section 4. The Company shall
be entitled to treat the person in whose name any share of stock is registered
as the owner thereof, for all purposes, and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have notice thereof, except as otherwise
expressly provided by the laws of Missouri.
Section 5. In case of the
loss or destruction of any certificate for shares of the Company, a new
certificate may be issued in lieu thereof under such regulations and conditions
as the Board of Directors may from time to time prescribe.
ARTICLE
VII
Closing of Transfer
Books
The Board of Directors shall have power
to close the stock transfer books of the Company for a period not exceeding
seventy days preceding the date of any meeting of shareholders or the date for
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of shares shall go into effect; provided,
however, that in lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding seventy days
preceding the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of shares, and
in such case such shareholders and only such shareholders as shall be
shareholders of record on the date of closing the transfer books or on the
record date so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Company after
such date of closing of the transfer books or such record date fixed as
aforesaid.
ARTICLE
VIII
Inspection of
Books
Section 1. A shareholder
shall have the right to inspect books of the Company only to the extent such
right may be conferred by law, by the articles of consolidation, by the By-laws
or by resolution of the Board of Directors.
Section 2. Any shareholder
desiring to examine books of the Company shall present a demand to that effect
in writing to the President or the Secretary or the Treasurer of the
Company. Such demand shall state:
(a) the
particular books which he desires to examine;
(b) the
purpose for which he desires to make the examination;
(c) the
date on which the examination is desired;
(d) the
probable duration of time the examination will require; and
(e) the
names of the persons who will be present at the examination.
Within
three days after receipt of such demand, the President or the Secretary or the
Treasurer shall, if the shareholder's purpose be lawful, notify the shareholder
making the demand of the time and place the examination may be
made.
Section 3. The right to
inspect books of the Company may be exercised only at such times as the
Company's registered office is normally open for business and may be limited to
four hours on any one day.
Section 4. The Company shall
not be liable for expenses incurred in connection with any inspection of its
books.
ARTICLE
IX
Corporate
Seal
The corporate seal of the Company shall
have inscribed thereon the name of the Company and the words "Corporate Seal",
"Missouri" and "1922".
ARTICLE
X
Fiscal
Year
Section 1. The fiscal year
of the Company shall be the calendar year.
Section 2. As soon as
practicable after the close of each fiscal year, the Board of Directors shall
cause a report of the business and affairs of the Company to be made to the
shareholders.
ARTICLE
XI
Waiver of
Notice
Whenever by statute or by the articles
of consolidation or by these By-laws any notice whatever is required to be
given, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE
XII
Indemnification by the
Company
[Deleted].
ARTICLE
XIII
Amendments
The Board of Directors may make, alter,
amend or repeal By-laws of the Company by a majority vote of the whole Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice thereof has been given in the notice of such special
meeting. Nothing in this Article shall be construed to limit the
power of the shareholders to make, alter, amend or repeal By-laws of the Company
at any annual or special meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such meeting, provided a quorum is
present.
