BY-LAWS
AS
AMENDED
APRIL
1,
DECEMBER 2,
2008
GREAT
PLAINS ENERGY INCORPORATED
BY-LAWS
ARTICLE
I
Offices
Section
1. The
location of the
registered office
and the name of the
registered agent
of the Company in the State of Missouri shall be
at 1201 Walnut, in Kansas
City, Jackson County, Missouri
as stated in
the Articles of Incorporation or as determined from time to time by the Board of
Directors and on file in the appropriate public offices of the State of Missouri
pursuant to applicable provisions of law
.
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
Incorporation
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
a
A
rticles of
consolidation
Incorporation
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
a
A
rticles of
consolidation
Incorporation
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
a
A
rticles of
consolidation
Incorporation
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
a
A
rticles of
consolidation
Incorporation
, 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
Notice of
Shareholder Business and Nominations.
(a)
Business Brought Before a Meeting.
(1)
At an annual meeting of shareholders, only
such
business shall be conducted
that is properly brought before the
meeting. To be properly brought before an annual meeting, business
must be (i
) specified in the
Company's
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
ii)
brought before the
meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or
(iii) otherwise properly brought before the meeting by a
shareholder who: (A) was a shareholder of record at the time of giving the
notice provided for in this Section 13(a)
and on the record date for the determination of
shareholders
entitled to vote at the annual
meeting, (B) is entitled to vote at the meeting, and (C) complied with all of
the notice
procedures set forth in this
Section
13(a) as to such business (except
for proposals made in accordance with Rule 14a-8 under the Exchange Act (as
defined in Section 13(d), which are addressed in Section 13
(a)(5)). The foregoing clause (iii) shall be the exclusive means for
a shareholder to propose business to be brought before an annual meeting of the
shareholders. Shareholders seeking to nominate persons for election
to the Board of Directors must comply with the notice procedures set forth in
Section 13 (b) of these By-laws, and this Section 13 (a) shall not be applicable
to nominations except as expressly provided therein.
(2)
Without qualification, for business to be properly
brought before an annual meeting by a shareholder pursuant to clause (iii) of
paragraph (a) (1) of this Section 13, the shareholder must have given Timely
Notice (as defined in Section 13 (d)) thereof in writing to the
Secretary of the Company and any such proposed business must constitute a proper
matter for shareholder action. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period (or
extend any time period) for the giving of a shareholder's notice as described
above.
(3)
Such shareholder's notice shall set
forth:
(i)
(A) the name and address of the shareholder providing
the notice, as they appear on the Company's books, and of the other Proposing
Persons (as defined in Section 13 (d)), (B
)
the class or series and number of shares of
the Company that are, directly or indirectly, owned of
record, and the class and number of shares beneficially owned (as defined in
Rule 13d-3 under the Exchange Act) by each Proposing Person, except that any
such Proposing Person shall be deemed to beneficially own any shares of any
class or series of the Company as to which such Proposing Person has a right to
acquire beneficial ownership at any time in the future, and (C) a representation
that each Proposing Person will notify the Company in writing of the class and
number of shares owned of record, and of the class and number of shares owned
beneficially, in each case, as of the record date for the
meeting;
(ii)
as to each Proposing Person: (A) any Derivative
Instruments (as defined in Section 13(d)) that are, directly or indirectly,
owned or held by such
Proposing Person; (B) any proxy (other than a revocable
proxy given in response to a public proxy solicitation made pursuant to, and in
accordance with, the Exchange Act), agreement, arrangement, understanding or
relationship pursuant to which such Proposing Person, directly or indirectly,
has or shares a right to vote any shares of any class or series of the Company;
(C) any Short Interests (as defined in Section 13(d)), that are held directly or
indirectly by such Proposing Person; (D) any rights to dividends on the shares
of any class or series of the Company owned beneficially by such Proposing
Person that are separated or separable from the underlying shares of the
Company; (E) any performance-related fees (other than an asset based fee) that
such Proposing Person is entitled to receive based on any increase or decrease
in the price or value of shares of any class or series of the Company,
Derivative Instruments or Short Interests, if any, including, without
limitation, any such interests held by persons sharing the same household as
such Proposing Person; and (F) any plans or proposals that the Proposing Person
may have that relate to or may result in the acquisition or disposition of
securities of the Company, an extraordinary corporate transaction (such as the
sale of a material amount of assets of the Company or any of its subsidiaries, a
merger, reorganization or liquidation) involving the Company or any of its
subsidiaries, any change in the Board of Directors or management of the Company
(including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the Board of Directors), any material change
in the present capitalization or dividend policy of the Company, any change in
the Company’s Articles of Incorporation or By-laws, causing a class of
securities of the Company to be delisted from a national securities exchange or
any other material change in the Company’s business or corporate structure or
any action similar to those listed above;
(iii)
as to each matter proposed to be brought by any
Proposing Person before the annual meeting: (A
) a brief description of the business desired to be
brought before the annual meeting
,
the reasons for
conducting such business at the
meeting,
and any material interest of such Proposing Person in such business and (B) a
reasonably detailed description of all agreements, arrangements, understandings
or relationships between or among any of the Proposing Persons and/or any other
persons or entities
(including their names)
in connection with the proposal of such business by such
Proposing Person; and
(iv)
any other information relating to any Proposing Person
that would be required to be disclosed in a proxy statement or other filing
required to be made in connection with solicitations of proxies for the proposal
pursuant to Section 14 of the Exchange Act.
(4)
A shareholder providing notice of business proposed to
be brought before an annual meeting shall further update and supplement such
notice, if necessary, so that the information provided or required to be
provided in such notice pursuant to this Section 13(a) shall be true and correct
as of the record date for the meeting and as of the date of the meeting or any
adjournment or postponement thereof, as the case may be, and
such update and supplement shall be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Company not later than five (5) business days after the later of the record date
for the meeting or the date notice of such record date is first Publicly
Disclosed (in the case of the update and supplement required to be made as of
the record date), and as promptly as practicable (in the case of any update or
supplement required to be made after the record date).
(5)
This Section 13(a) is expressly intended to apply to any
business proposed to be brought before an annual meeting, regardless of whether
or not such proposal is made by means of an independently financed proxy
solicitation. In addition to the foregoing provisions of this Section
13(a), each Proposing Person shall also comply with all applicable requirements
of the Exchange Act with respect to the matters set forth in this Section
13(a). This Section 13 shall not be deemed to affect (i) the rights
of shareholders to request inclusion of proposals in the Company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act and, if required by such
rule to be included in the Company's proxy statement, to include a description
of such proposal in the notice of meeting and to be submitted for a shareholder
vote at the applicable meeting, or (ii) the rights of the holders of any series
of Preferred Stock if and to the extent provided under law, the Articles of
Incorporation or these By-laws.
(6)
Notwithstanding satisfaction of the provisions of this
Section 13(a), the proposed business described in the notice may be deemed not
to be properly brought before the meeting if, pursuant to the Articles of
Incorporation, the By-laws, state law or any rule or regulation of the
Securities and Exchange Commission, it was offered as a shareholder proposal and
was omitted, or had it been so offered, it could have been omitted, from the
notice of, and proxy material for, the meeting (or any supplement thereto)
authorized by the Board of Directors.
(7)
In the event Timely Notice is given pursuant to Section
13(a)(2) and the business described therein is not disqualified pursuant to this
Section 13(a), such business may be presented by, and only by, the shareholder
who shall have given the notice required by this Section 13(a), or a
representative of such shareholder who is qualified under the law of the State
of Missouri to present the proposal on the shareholder's behalf at the
meeting.
(8)
Notwithstanding anything in these By-laws to the
contrary: (i) no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 13(a) or, subject to
Section 13(a)(1) or Section 13(a)(5), as permitted under Rule 14a-8 under the
Exchange Act (other than the nomination of a person for election as a director,
which is governed by Section 13(b)), and (ii) unless otherwise required by law,
if a Proposing Person intending to propose business at an annual meeting
pursuant to Section 13(a)(1)(iii) does not provide the information required
under Section 13(a)(2)-(4) within the periods specified therein, or the
shareholder who shall have given the notice required by Section 13(a) (or a
qualified representative of the shareholder) does not appear at the meeting to
present the proposed business, such business shall not be transacted,
notwithstanding that proxies in respect of such business may have
been
received by the Company. The chairman of the
annual meeting shall, if the facts warrant, determine and
declare to the meeting that
business was not properly brought before the meeting in
accordance with the provisions of this Section 13(a) and any such business not
properly brought before the meeting shall not be transacted. The
requirements of this Section 13(a) are included to provide the Company notice of
a shareholder's intention to bring business before an annual meeting and shall
in no event be construed as imposing upon any shareholder the requirement to
seek approval from the Company as a condition precedent to bringing any such
business before an annual meeting.
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(b)
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Nominations of
Directors
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(1)
Nominations of persons for election to the Board of
Directors at an annual meeting or special meeting (but only if the Board of
Directors has first determined that directors are to be elected at such special
meeting) may be made at such meeting (i) by or at the direction of the Board of
Directors (or a duly authorized committee thereof), or (ii) by any shareholder
who: (A) was a shareholder of record at the time of giving the notice
provided for in this Section 13(b) and on the record for determination of
shareholders entitled to vote at the meeting; (B) is entitled to vote at the
meeting; and (C) complied with the notice procedures set forth in this Section
13(b) as to such nomination. Section 13(b)(1)(ii) of these By-laws
shall be the exclusive means for a shareholder to propose any nomination of a
person or persons for election to the Board of Directors to be considered by the
shareholders at an annual meeting or special meeting.
(2)
Without qualification, for nominations to be made at an
annual meeting by a shareholder, the shareholder must (i) provide Timely Notice
(as defined in Section 13(d) in writing and in proper form to the Secretary of
the Company and (ii) provide any updates or supplements to such notice at the
times and in the forms required by this Section 13(b). Without
qualification, if the Board of Directors has first determined that directors are
to be elected at a special meeting, then for nominations to be made at a special
meeting by a shareholder, the shareholder must (i) provide notice thereof in
writing and in proper form to the Secretary of the Company at the principal
executive offices of the Company not earlier than the one hundred twentieth
(120th) day prior to such special meeting and not later than the ninetieth
(90th) day prior to such special meeting or, if later, the tenth (10th) day
following the day on which the date of such special meeting was first Publicly
Disclosed and (ii) provide any updates or supplements to such notice at the
times and in the forms required by this Section 13(b). In no event
shall any adjournment or postponement of an annual meeting or special meeting,
or the announcement thereof, commence a new time period for the giving of a
shareholder notice as described above.
(3)
To be in proper form for purposes of this Section 13(b),
a shareholder's notice to the Secretary pursuant to this Section 13(b) must set
forth:
(i)
(A) the name and address of Proposing Person providing
the notice, as they appear on the Company's books, and of the other
Proposing
Persons, (B) any Material Ownership Interests (as
defined in Section 13(d)) of each Proposing Person, as well as the information
set forth in Section 13(a)(3)(ii), clause (F) regarding each Proposing Person
and (C) any other information relating to such Proposing Person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitation of proxies for the election of directors in
a contested election pursuant to Section 14 of the Exchange Act;
and
(ii)
as to each person whom the shareholder proposes to
nominate for election as a director, (A) all information with respect to such
proposed nominee that would be required to be set forth in a shareholder's
notice pursuant to this Section 13(b) if such proposed nominee were a Proposing
Person; (B) all information relating to such proposed nominee that is 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 in a
contested election pursuant to Section 14 of the Exchange Act (including such
proposed nominee's written consent to being named in the proxy statement as a
nominee, if applicable, and to serving as a director if elected), (C) a
description of all direct and indirect compensation and other material monetary
agreements, arrangements and understandings during the past three years, and any
other material relationships, between or among any Proposing Person, on the one
hand, and each proposed nominee, and his or her respective affiliates and
associates, and any other persons Acting in Concert with such nominee,
affiliates, associates and other person, on the other hand, including, without
limitation, all information that would be required to be disclosed pursuant to
Item 404 under Regulation S-K if the Proposing Person were the "registrant" for
purposes of such rule and the proposed nominee were a director or executive
officer of such registrant, and a representation that each Proposing Person will
notify the Company in writing of any such relationships, arrangements,
agreements or understandings as of the record date for the meeting, promptly
following the later of such record date or the date the notice of such record
date is first Publicly Disclosed; and (D) a completed and signed questionnaire,
representation and agreement as provided in Section
13(b)(7).
(4)
The Company may require any proposed nominee to furnish
such other information as may reasonably be required by the Company to determine
the eligibility of such proposed nominee to serve as an independent director of
the Company or that could be material to a reasonable shareholder's
understanding of the independence or lack of independence of such
nominee.
(5)
A shareholder providing notice of any nomination
proposed to be made at a meeting shall further update and supplement such
notice, if necessary, so that the information provided or required to be
provided in such notice pursuant to this Section 13(b) shall be true and correct
as of the record date for the meeting and as of the date of the meeting or any
adjournment or postponement thereof, as the case may be, and such update and
supplement shall be delivered to or mailed and received by the Secretary at
the
principal executive offices of the Company not later
than five (5) business days after the later of the record date for the meeting
or the date notice of such record date is first Publicly Disclosed (in the case
of the update and supplement required to be made as of the record date), and as
promptly as practicable in the case of any update or supplement required to be
made after the record date.
(6)
Notwithstanding anything in the Timely Notice
requirement in the first sentence of Section 13(b)(2) to the contrary, in the
event that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement by the Company naming all of the
nominees for director or specifying the size of the increased Board of Directors
at least one hundred (100) days prior to the first anniversary of the preceding
year's annual meeting of shareholders, a shareholder's notice required by this
Section 13(b) shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Company not later than the close of business on the tenth (10th) day following
the day on which such nominees or increased size was first Publicly Disclosed by
the Company.
(7)
To be eligible to be a stockholder proposed nominee for
election as a director of the Company, a person must deliver (in accordance with
the time periods prescribed by delivery of notice under this Section 13(b) to
the Secretary at the principal executive offices of the Company a written
questionnaire with respect to the background and qualification of such person
and the background of any other person or entity on whose behalf the nomination
is being made (which questionnaire shall be provided by the Secretary upon
written request) and a written representation and agreement (in form provided by
the Secretary upon written request) that such person (i) is not and will not
become a party to (A) any Voting Commitment (as defined in Section 13(d) that
has not been disclosed to the Company or (B) any Voting Commitment that could
limit or interfere with such person's ability to comply, if elected as a
director of the Company, with such person's fiduciary duties under applicable
law, (ii) is not, and will not become a party to, any agreement, arrangement or
understanding with any person or entity other than the Company with respect to
any direct or indirect compensation, reimbursement or indemnification in
connection with service or action as a director that has not been disclosed
therein, and (iii) in such person's individual capacity, if elected as a
director of the Company, will comply with applicable Publicly Disclosed
corporate governance, conflict of interest, confidentiality and stock ownership
and trading policies and guidelines of the Company.
(8)
In addition to the foregoing provisions of this Section
13(b), each Proposing Person shall also comply with all applicable requirements
of the Exchange Act with respect to the matters set forth in this Section
13.
(9)
Only such persons who are nominated in accordance with
the procedures set forth in this Section 13(b) shall be eligible to serve as
directors. Except as otherwise provided by law, the Articles of
Incorporation or these By-laws, the chairman of the meeting shall have the power
and duty to determine whether a nomination was made in
accordance with the procedures set forth in this Section
13(b) and, if any proposed nomination is not in compliance with this Section
13(b), to declare that
such defective
nomination shall be disregarded
,
notwithstanding that proxies in respect of such nomination may have been
received by the Company.
(c)
otherwise
properly
Special Meetings of
Shareholders. Only such business shall be conducted at a special meeting of
shareholders as shall have been
brought before the
annual
meeting
pursuant to the Company's notice of
meeting. Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be elected
pursuant to the Company's notice of meeting (1) by or at the direction of the
Board of Directors or (2) provided that the Board of Directors has determined
that directors shall be elected at such meeting,
by any shareholder of
the Company
(i)
who is a shareholder of record
on
at
the
date of the giving
of
time
the notice provided for in
this Section 13
and
on the record date for the determination of shareholders
is delivered to the Secretary of the Company, who
is
entitled to vote at
such annual
the
meeting and
(ii)
upon such election and
who complies with the
notice procedure set forth in this Section 13.
(d)
Definitions. For purposes of Section 13, of
these By-laws, the following terms have the meanings specified or referred to
below:
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(1)
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"
Acting in Concert
" means a person will be deemed "Acting in
Concert" with another person for purposes of these By-laws if such person
knowingly acts (whether or not pursuant to an express agreement,
arrangement or understanding) in concert with, or towards a common goal
relating to the management, governance or control of the Company in
parallel with, such other person where (A) each person is conscious of the
other person's conduct or intent and this awareness is an element in their
decision-making processes and (B) at least one additional factor suggests
that such persons intend to act in concert or in parallel, which such
additional factors may include, without limitation,
exchanging
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information (whether publicly or privately), attending
meetings, conducting discussions, or making or soliciting invitations to act in
concert or in parallel; provided, that a person shall not be deemed to be Acting
in Concert with any other person solely as a result of the solicitation or
receipt of revocable proxies from such other person in connection with a public
proxy solicitation pursuant to, and in accordance with, the Exchange
Act. A person that is Acting in Concert with another person shall
also be deemed to be Acting in Concert with any third party who is also Acting
in Concert with the other person.
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(2)
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"Derivative Instruments" shall mean (i) any
option, warrant, convertible security, stock appreciation right, or
similar right with an exercise, conversion or exchange privilege or
settlement payment or mechanism at a price related to any class or series
of shares of the Company or with a value derived in whole or in part from
the price or value or volatility of any class or series of shares of the
Company, or (ii) any derivative, swap or other transaction, right or
instrument or series of transactions, rights or instruments engaged in,
directly or indirectly, by any Proposing Person the purpose or effect of
which is to give such Proposing Person economic risks or rights similar to
ownership of shares of any class or series of the Company, including, due
to the fact that the value of such derivative, swap or other transaction,
right or instrument is determined by reference to the price or value or
volatility of any shares of any class or series of the Company, or which
derivative, swap or other transaction, right or instrument provides,
directly or indirectly, the opportunity to profit from any increase or
decrease in the price or value or volatility of any shares of any class or
series of the Company, in each case whether or not such derivative, swap,
security, instrument, right or other transaction or instrument, (A)
conveys any voting rights in such shares to any Proposing Person, or is
required to be, or is capable of being, settled through delivery of such
shares, or (B) any Proposing Person may have entered into other
transactions or arrangements that hedge or mitigate the economic effect of
such derivative, swap, security, instrument or other right or transaction
related to any of the
foregoing.
|
|
|
(3)
|
"Exchange Act" shall mean
the Securities Exchange Act of 1934, as
amended
, and the rules and
regulations promulgated
thereunder.
|
|
|
(4)
|
"Material Ownership Interests" shall mean the
disclosures to be made pursuant to Section 13(a)(3)(i), clauses (B) and
(C), and pursuant to Section 13(a)(3)(ii), clauses (A) through
(E).
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(5)
|
"Proposing Person" shall mean (i) the shareholder
providing the notice of business proposed to be brought before an annual
meeting or the shareholder providing notice of the nomination of a
director, (ii) such beneficial owner, if different, on whose behalf the
business proposed to be brought before the annual meeting, or on whose
behalf the notice of the nomination of the director, is made, (iii) any
affiliate or associate of such shareholder or beneficial owner (the terms
"affiliate" and "associate" are defined in Rule 12b-2 under the Exchange
Act), and (iv) any
|
other person with whom such shareholder or beneficial
owner (or any of their respective affiliates or associates) is Acting in
Concert.
|
|
(6)
|
"Publicly Disclosed" shall mean disclosure in a
press release reported by a national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
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(7)
|
"Short Interests" shall mean any agreement,
arrangement, understanding or relationship, including any repurchase or
similar so-called "stock borrowing" agreement or arrangement, engaged in,
directly or indirectly, by any Proposing Person, the purpose or effect of
which is to mitigate loss to, reduce the economic risk of shares of any
class or series of the Company by, manage the risk of share price changes
for, or increase or decrease the voting power of, such Proposing Person
with respect to the shares of any class or series of the Company, or which
provides, directly or indirectly, the opportunity to profit from any
decrease in the price or value of the shares of any class or series of the
Company.
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(8)
|
"Timely Notice" shall mean a shareholder's notice
to the Secretary
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
p
P
ublic
d
D
isclosure 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.
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(9)
|
"Voting Commitment" shall mean any agreement,
arrangement or understanding with any person or entity as to how such
nominee, if elected as a director of the Company, will act or vote on any
issue or question.
|
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
a
A
rticles of
consolidation
Incorporation
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
a
A
rticles of
consolidation
Incorporation
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
Company
, 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
and Development
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
Company
. 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
a
A
rticles of
consolidation
Incorporation
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
a
A
rticles of
consolidation
Incorporation
, 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
Chief Executive Officer
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
Chief Executive Officer
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
2001
".
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
a
A
rticles of
consolidation
Incorporation
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.