ML22349A631
| ML22349A631 | |
| Person / Time | |
|---|---|
| Site: | Callaway  |
| Issue date: | 12/15/2022 |
| From: | Ameren Missouri, Union Electric Co |
| To: | Office of Nuclear Security and Incident Response, Office of Nuclear Reactor Regulation |
| Shared Package | |
| ML22349A623 | List: |
| References | |
| ULNRC-06788 | |
| Download: ML22349A631 (1) | |
Text
ULNRC-06788 Page 1 of 25 Ameren Missouri (Union Electric Company)
Callaway Plant AMEREN CORPORATION BY-LAWS EFFECTIVE 02/10/2017
ULNRC-06788 Enclosure 7 Page 2 of25 AMEREN CORPORATION BY--LA\VS As Amended Effective Fd>ruary 10, 2017 ARTICLE I Shareholders
$ection J. The annual meeting of the shareholders of the Company shall be held on the fourth Thursday of' April in eaieh year (or ff said day be a legal holiday, then on the neJCt, succeeding r
day not a lqal hoHday)t at the regisc.eed office of the Company in the City of St. Lo,uis, State of Misouri, or on such other date and at such ol:her place within or without the state of Missouri as s
may be stated in the notice of meeting, for the purpose of electing directors and of transacting such oth,er business rul* may properly be brought before the meeting.
Sectigp 2. {a) Special meeti.ngs of sharehoJders may only be called by (i) the Chief Executive Officer or, if one has not beeo appointed, by the President, (U) the Board of Directors of the Company {"Board") pur1;uant to a resolution adopted by a majority of the total number of directors that the Company would have if there were no vacancies) or (iii) the Secretary of the Company (!1Secrctary1') pursuant to this Section.
(b) The Secretary shatl call a special meeting of shareholders at 11te written request(s)
("Request') of h.olders of record Owning at least 25% ("Percentageu) of the 01.1.tst.anding shares of the Company's common stock (HShares' 1)1 as disclosed in the most recent report filed with the Securities and Exchange Commission before the proposed special meeting. A Request sh.all com.ply with Section 2 t be signed and dated by each shareholder requesting the special meeting (including the shareholder(s) on whose beha1fa request i, being submitt "Requester") and be delivered to the Secretary at the princip.ail executive office of the Company. A Request shall incl.ude (i) the specific purposes of the meeting, (ii) th infonnation described in Section. 8(a)(2) or this Artfole (iii) an acknowledgmenc by the Requesters that such Request shall be deemed revoked if such Requesters do not Ow:n at least the Percentage continuously until the meeting and (iv) documentary evidence that the Reques1er(s) Own at least the Percentage u of the date the Request is delivered. Requester(s.) shall promptly p.rovide information requested by the Company.
{c) A special meeting requested by shareholders shaU be held on the date and time fixed by the Board in accordance with these By-Laws. At least one Requester must appear or send an authorized agent to present such business at the special meeting.
(d) A special meeting requested by shareholders shall not be held if (i} lhe requested bu$iness is not appropriate for shareholder action1 (ii) the Request is received between 90 days before the first anniversary of the previous annual meeting and the next annual meeting. (iii) a shareholdrs meeting that included similar business was bel.d less than l 20 days before the
ULNRC-06788 Enclosure 7 Page 3of25 SeC1Ctary receives the Request~ (iv) die Board calls for a shareholders meeting with similar business to be: held within 90 days after the Secretary r&'.';eh,es the Request, or(v) the Request was made in violation oflaw, The nomirmtion, election onemova.t of directors shalt be deemed to be
- similar business with respect to all business involving the nomination,. el<<tion or remo\lal of directors. changing the size of the Board, filling vacancies and creating new directorships..
(e) To detennine whether the Percentage has been met, multiple Requests wm be considered together only ifeach Request identifies the same purposes and matters and such Requesls have been delivered to !he Secretary wi.thin sixty days ofihe earliest delivered Request A Request may be revoked by written noti fk:ation to* the Secretary; if the Percentage is not mel following such re\.*ocation, tile Board may cancel the special meeting.
S£;Ction 3. Written or printed notice of each meeting of shareholdws s:tati ng th,e place, daJ and hour of the meeting and, in case of a special meeting1/4 the purpose or purpeses for which the meeting is called. shall be delivered or given not less than ten .nor more tltan seventy days before the dale of the meeti.ng. either personally or by mailt to each shareholder of record entitled to vote thereat, at his address as it appears, if at aU1 on the records of the Company. Such further notice slud I be given by mail. publication or otherwise as may be required by law. Meetings: may be held without ootice if all the sharehotden enlilled to vote thereat are present o*r represented at the meeting, or if notice is wai vod by those not present or repfeSented.
Section 4. The holders of record of a majority ofthe shar~ of the capiti¥ stock ofthe Company is:sued and outstanding, emiUcd to vote lhereat, present or represented by proxy,. shal:t.
except as otherwise provided by law, c-0mtitute a quorum at all meetings of the shareholders. lfa~
any meeling there be no such quorum, such holders of a majority ofthe shares so present or represented may successively adjourn. the meeting to a specified date not longer than riinety days after such adjoumm.ent.. without tu)tice olher than announcement at the meeting, until such quorum sbaU have been obtained, when any business may be tnmsacted which might have been lransacterl at the meeting as origi.nally notified. The chairman of the meeting or a mnjority of shares so represented may adjourn the meaing from lime to lime, whether or not there is sueh a quorum.
Shares represented by a proxy which directs that the shares abstain from voling or that a vote be with.held on a matter, shall be deemed to be represented at the m~ing for quorum purposes.
Shares as to which votin& instructions are given as to at least one of the matters to be voted on shall also be deemed to be so .represented. If the proxy states how sh.ares will be voted in the absence cl instmctions by the shareholdert such shares shall be deemed to be represen.ted at the meeting.
Section 5. Meetings of the shareholders shaH be presided over by the Chief Executive Officer or, ifhe is not present. or if one has not been appointed. by the Cha.irman of the Board orb) the President or, if neither the Chainnan nor the P:rmdent is presfflt, by such other officer ofthe Company as shall be selected for such purpose by the Board. The Secretary or. if he is not present.
an Assistant Secretary of the Coinpany or, if neither lheSecretary nor an Assistant Secretary is present, a secretary pro tem to be designated by the presiding officer shal I act as secretary of the meeting,.
Section 6. At a.U meetings of the shareholden, every holder of record of the shares oflhe capt ta.I stock of the Company~ entitled lo vote thereat, may vote in person or by p,rox.y. In all matters, including, the election of directors, every decision of a majority of shares entitled to vote 2
ULNRC-06788 Enclosure 7 Page 4 of 25 on Lht!: rnbJt:*:.:l mamir and rc=pn*senied in pcr,cn m by proxy <ill a meeting at whid1 a quorum is present shall be vaHd as a11 act of the shareholders, unless a larger vote is required by fa\\.', the other provisions .of these amended By-Laws (these "By-Laws") 1 or the ,uticle*s of incorpornlion of the Compu1y (such art.lclc:s, as lilt::y may be amended and/or restated from time to time beir.g referred to herein as the ..Articles of lncorpDration). Jn tabulating the number uf vote5 on su;;:h matters, (i) shares represented by a proxy 'Nhich directs that the shares abstain frum voting or that a vote be wilhhcld on~ m.!Uer shalt be. deemed to be represented al the me~tlng as; to such matter, (ii) except as provided in (iii} below, shares represented by a proxy as to which voting instructions are not given as to cine or more matters to be voted on shall not be der:mC() to be represented at the meeting for purposes of the vote l:!S to such matter or matters, and (iii} a proxy which states hmv shares wtll be voted in the absence of instnictions by thr. shareholder as tu at1y matter shall be deemed to give voling instructions as to such mattcr.
Section 7. At all elections: for directors the 1,"(ltir.,g shall be by written ballot lf the ()bjcct of any meeting be tl1 elect direclon:. tir to take a vote of the shareholde;-s on any proposition of which nolat;c: shall hm,*e been given 1n the notice ofihe meeting, the person presiding m su1.;h meeting shall tippo1nt nM less than two pcrsrms, who are not directors, inspectors to receive and cam*ass the votes g,,..en at :sur..*h meeting. Any inspector, before he shalt enter on the du!ies of his offiee, shall take: ao.d subscribe an oath, in the mruHier provided hy !av,., thai he wiU exe,:;:me lhe duries of inspector at such meeting with strict impartiality and according to lhe best of his ability . The inspectors shttll toke charge of the poils and a Her the baaoting shall make i1 certificE1te of the n:sult of the vote taken.
Sec\ion 8.
(a) (I} Nmninations of perscms for dc..:tion to the Board and the proposlll of business 10 be considered by 1:he shareholders may be mad!'! at rm anm2al meeting of shareholde~ (i) prursuonr to the Company's notke of m<.-eting, (ii) by or at the direction of the Board ,or (iii} by 1lflY shareholder of the Company *who (a} *,vas till shareholder of record ::i.t the time of giving of notice provided for in this Se-ct ion or in Section 9 of this Artidl\ tis applicable, (b) is entitled to ,n:;:.tc al the meeting, and (c) complies with the notice proced11res and met:l'> the requiromen!:;. :'1/4!t forth in this Section or in Section 9 of this Article, as applicHblt, as to sutb nomination nr business; clause (iii) of this paragraph (:i)( l) shall be the ,exdusive means for a shareholder to mak.c nominations or suhmit .other business {other than nHi.Hers propi.:rly brought under Ruic 14a.-~ under the Exchange Act and included in the Company's notice of meeting) bt'fore an annual nir:eti ng of shareholders, (2) (i) Without qualification, for nomirrntio11s cir uth.!r busines;; hl be properly brought b~for(:! ;:in anr:ui.il meeting by a shareholder pursuant to this Section, the shareholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise b\! a prop~r mu.tt~r for :;.ha,reh(llder nction. To be timely, a shareholder's notice .shall be delivered tci
!he Secrttary at th(! principal executive offices Qf the Company ~iot laler than the do~c ,,f busines.&
on lhu 6()th day m1r earlier than the close of business on the 90d1 day prior hi, th!! first anniversary of tlie preceding year's annual meeting e~c.ept in rhe c~se of candidates recommended by sharchuld(~rs of more than 5~*;, of the Company's outstanrling sh.lres of common stock (tht,
"'Sbar~.s") ,,. ho mr!y a!,:o submit recommeodation1l for nominations to the Nominating and Corporate Oovt"mancc Committct: in accordance with the procedures in clause (ii) of this paragraph (a)(2): pmvided, however, that in the event that the date cf the am1.m1l rm::~ling: i~ more
ULNRC-06788 Enclosure 7 Page 5 of 25 tha.n 30 days before or more than 60 days after such anniversary date, notice by the shareholder 10 be timely must be so delivered not earlier than the dose of business: on the 90th day prior to such annual meeting Md not later £han the cbse ofbusin.ess on I.he later of the 60th day prior to such annual rneefmg or, if the first publice aruaounc<<nen.t ofth.e date ohuch annual meeting is l,ess than 70 days prior lo the date of sud1 annual meeting, the 10th day foUowi.ns. the day on which public announcement of the date of such meeting is first made by the Company. Jn no event shaU the public annoum::cment of an adjoummem of.an annual meeting commence a new time period for the:
giving of a shareholder's notice as described above, To he in proper formt such shareholder's notice (whether given pursuant lo this pamgmph (a)(2) or paragraph (b) of thi.s s~tion) shaU set forth (a) as to each person~ if any. whom the shareholder proposes to nominate for election or re-election as o director. (i) aU foformation relating to such person that is required to be disclosed ina proxy statement or other filinss reqlrired to be made in connection with solicitations of proxies fur, as applicable. lh.e proposal andlor for the election of directors in a contested electaon pursuant to Section l 4 ofthe Eiu:hanse Act and the rules and regulations promulgated thereunder (including such person's written consent to being named in the proxy statement as a nominee an<l to serving as a diret;:tor if elected) and (ii) a description of al I direct and iru:lirect compensation and other miterial monetary agreements. ammgemenCs and understandings during lhe past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their re:sputive affili.ltes and as~iales, or others acting in concert !herewith. on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith~ on the other hand. including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Reb11.dation SaK. if the shareholder making the nomination and any beneficial owner on whose bcllalfthe nomination is mnde, if any, or any affiliate or associate thereof or person acting in concert Cherewitht were lhe ..registrant" for piuposes of such provision and the nominee were a director or eX:eculive officer of such registrant; (b) as to any business other than the nomination of a director or directors that the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the mecUns. the reasons for conducting such business at the meeting and any materia1 interest in such business ofs.ttch sharehc,Jder and the beneficial owner, if any, on whose bdlalfthc proposal is made and fd) a description of all agreements. arrangements and understandings between such shareholder and henefieial owner; if 8n)\ and any other person or persons (including th.eir names) in. conneolion with th.e prop,:,sal of such business by such shareholder; and {c) as to the shareholder giving the notice and th.e beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on lhe Compa:nJts books. and of such beneflcla1 own.er, (ii] {A) I.he class or series and number ofshares of the Company which are, directly or indirectly, owned beneficially and of record by such shareholder and sooh beneficial owner, (B} any option, warrant, convertible sea.iril)\ stock appreciation right, or similar right with an exercise or convm:ion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a vol ue derived fo whole or in part from the value of any clus or series of shares ofthe Company, whether or not such instrument or ri.ght shall be subject to settlement in the underlying class or series of capital stock of' lhe Company or otheMise (a '4 Dcth.1alive tnstrur:mmt") directly or indirectly owned beneficially by sucb shareholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or d~rease in the value of shares of the Company1 (C) any proxy. contract,
.nmmgement. understanding, or relationship pursuant to which such shareholder has a right to vote illIIY shares ofany security of the Company. (D) any short interest in any security of the Company 4
ULNRC-06788 Enclosure 7 Page 6 of 25 (for puq,oses of these By-Laws a person shall be deemed to luive a short interest in a s~curity if such person direcdy or indirettlYi through any <:ontract, am:ngement, understanding. relationship or otherwise, bas the opportun.ity to profit or share in any profit derived from any decrease in the value of the subject security), {E) any risJlts to dividends on the shares of1he Company owned beneficially hy such shareholder that are separated or separable from the underlying shares of the Company~ (F) any proportionate interest in shares of the Company or Derivative Instruments heidt directly or indirectlyt by a general or limited partners:hip in which such shareholder is a general partner or, directly or indirectly. benetlcially owns an interest in a general partner and (G) any perfonnance re1ated fees (other than an asseU.1ased fee) that such shareholder is entitled to based 5
on any increase or decrease in the value of shares ofthe Company or Derivative lnstruments, ifany, as of the date of such notice, including without Umilalion any such interests held by members of such shareholder's immediate family sharing the same household (which i,nformation in this clause (ii) sh.an be supplemented by such shareholder and benefichd owner1 if any, not later than 10 days after the record date for the meeting to disclose such ov.'tlership as of the record date); and (iii) any other information relating to such shareholder and beneficial owner, if any, 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, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulatio11s promu!s;ated thereuooer; and (d) a signed statement by the nominee agreeing dial, if elected, such nominee will (i) represent all Company shareholders in accordance with applicable law and dlese By*Laws! and (ii) romply with the Company's. Corporate Compfamce Policy and the Company's Policy Regarding Nom.inations or Direciors. The Company may require any proposed nominee to tbmish such other information as may reasonnbly 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 ofthe independence. or lack thereof, of such nominee.
(ii) Shareholders or a group ofsooreholders who have Owned (as denned in Section 9 of this Article) more than 5% of the Company"s outstandi11g shares of common stock as of the most recent dale for which such number is disclosed by the Company in an onnWI.I or quarterly report filed with the SEC under the Exchange Act prior to the date the recommendation was made for at ]east one year as of the date the recommendation was made m1y recommend nominees fur director to the Nominating and Corporate Governance Committee, provided that written notice fro.m the shareholder(s) must be received by the Secretary at the prin,cipa1 executive offices of the Compan,y not l.ater than J20 days prior lo the anniversary of the date the Company* s proxy statement was released to shareholders in connection with the previous year's annual meeting; provided, however, that in the event that the date of the annual meeting has been changed by more than 30 days from the date of the preceding. year's annual meeting. notice by the shareholder must be received by the Secretazy not later than the l Olh day following the day on which public announcement of the date of such meeting is first made: by fhij Company, In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. To be in proper fom"I, such shareholder's notice shall set forth (a.) as to each person whom the shareholder proposes to nominate fur election or re--eleci:ion as a director, (i) all information relating to such person that i.s required to be disclosed in solicitations of proxies for election ofdirectors in an election contest. or is otherwise required, in each case pursuant to Section 14 of the Exchange Act and lhe rules and regulations promulgi.ued thereunder (including (y) such person's written consent to being named s
ULNRC-06788 Enclosure 7 Page 7 of 25 in the proxy statement os a oombtee and to serving as a director if elected and (:z.) the written consent of the shareholder(:s) recommending the nominee to bei.ngidentHied itt the Company's poxy statement) and (ii) a description ofaU direct and indirect compensation and. other material mondar:y agreernent:s, arrangements and understandings during the past three yearst and any other malerial relationships~ between or among such shareholder{s) and beneficial owner(s), if any, and their respective affiliates and associates, or od1ers actins in concert therewith, on the one rumdt and each proposed nominee, and his or her respective affiliates Md assocr~tes, or others acting in concert therewith, on the other hand? includin& without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the sharebolder(s) making the nomination and any beneficial owner(s)on whoseheba1fthe nomination is made1/4 jf any, or any affiliate or associate thereof or person acifog in concert th,erewith. were the registrant" for purposes of such provision and the nominee were a di rect>r or executive officer of such regis*nmt; (b) as to the shareho1der(s) giving the notice and the beneficial O!A'tU~(s), if any, on whose behalf th.e nomi.nation or proposal is made (i) the name and address of such shatdtolder(s), ~ they appear on the Company's books, and of such beneficial owaer(g),
(fl)(A) the dass or series and number of shares ofthe Company which are, directly or lr!directly owned bctie:ficiaHy and of record by such shareholder(s) and such beneficial owner(s) and mfonnation with respect to the holding J>"riod for such shares, (8) Derivative Instruments directly or indirectly owned beneficially by su clt shareholdcr(s) and any other direct or indirect opportunity to pro6 t or shore in. any profit dreri ved from any increase or dcO'ease in the value of shares of the Company+ (C) any proxy, contract, arrangement, milerstanding.. or relationship pursuant to which s1.1~h shareholder(s) has a right to ,.,ote any shares of any security ofthe Company, (D) uny short inrcrest in any security of the Company ( for purposes of these By~l.aws a per.son shall be deemed to have a short interest in a security if such person directly or indirectly, through any contractj arrangement, understandins, relationship or otherwi&i; has the opportunity to profit or share in any profit. derived from any decrease in the value of the subject security), (B) any rights to dividends on the shares of t'he Company owned beneficially by such shareholder{s) that are separated or separable from the underlying shnres oft.he Comp.any, (F) any proportionate interest in s:hares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such :slmreholder(s) is a general partner or. directly or indirecdy, bfflcficialty owns an interest in a general part11er and (0) any performaru:::c,..related fees (other than an asset-based fee) dud such sbareholder(s) is entitled to based on any increase or decrease in the value ofshares of the Company or Derivative Instruments, if any. 1s of the date of such n.oHce, including without limitation any such interests held by tnembers of such shmeholder' s immediate family shanng the same household {whicb infonnatioo shail be supplemented by such shareholder(s) and beneficial owner{s). if any, not tater than JO days after the record dat: for the meeting to disclose sudl ownership as of the record date}; ~nd (iii) any other infonnatiot1 relating to such shareholder{s) and beneficial ownet(s}. if any, that would be required to be dis.closed in. a proxy statement or other filings requited to be made in connection with solici.tations of proxies for.
as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regufalions promulgated .thereunder; 8ffll (c) a
.signed statement by the nominee agreeing that,, if elected., such nominee wm (i) rcprescrit an Company shareoolders in accordance with applicable law and th.ese By.Laws and (ii) comply wilh lhe Company's Corporate Compliance Policy and the Company's Policy Regarding Nominations of Directors, 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 6
ULNRC-06788 Enclosure 7 Page 8of25 nominee to ffl'Vfl u an independent director of the Company or that could be material to a reasonable shareholder's understanding ofthe independence, or lack thereof, of such nominee.
(3) Notwithstanding anything in the ~nd sentence of paragraph (a)(2)(i) of this Section to the contrary. in the event that the number of directors to be elected to the Board is increased md there is no pub.lie announcement by the Co,mpany running aU of the nominees for director or specifying the size of the increased Board at least 70 days prior to the first anniversary of the preceding year's annual meeting, a sbareho1der's notice required by thi.s Section shall also be considered timely, but only wilh respect to nominees for any new positions created by such increase, if it shaH be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day ou which such public announcement is ti.mt made by the Company. *
(b} Only such busi.ness shall be conducted at a specia1 meeting of shareholders as shall have btto brought before the meeting pursuant to the Company's notice of meeting.. Nominations of persons for election to the Board may be made at a spec.ia1 meeting of shareholdm (i) in accordance wt.th. Section 2 ofthis Article or (ii) if the election ofdirectors is included as business to be brought pursuant to the Company1 s notice of meeting ( 1) by or at the direction of the Board or (2) provided that the Board has determined that directors shaU be elected at such meetin.1t by any shareholder of the Company who is a shareholder of record at the time of siving ofootice provided for in this Section, who shall be entitled to vote at the meet.ing aoo who complies with tbe notice proeedw-es set forth in this Section, ln the event the Company calls a special meeting of sluueholdecs for the purpose of el.ecling one or more diivctors to the Board, any such shareholder may nominate a person or persons (as the ease may be), for election to such position(s) as s~Uitd in the Companfs notice ofmectins. iftbe shareholder's notice required by paragraph (a)(l)(i) of this Section with: respect to any nomination sha11 be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 90th day prior to the date of such sp~cial meeting and not later than the dose of business on the later of the 60th day prior to the date of such speeim meeting or, i£ the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which pubUe CM;Ou:neement i., first rtutdc of the date of the: spcclal tnc:cthlg and of the nominees proposed by the Bo.11ro to be elected at such meeting. The proposal by
- shareholders of other business to he cond11cted at a special meeting of shareholders may be made only in. accordance with Section 2 of this Article. Jn no event shall the public announcement of an adjournment of a special meeting commence a new lime period for the siVing of a sharehoJder+s:
notice as described above.
(c) (1) Only such persons. who are nominated in accordance with the proced1.ues set forth in ihis Section or in Section 2 or Section 9 of this Article shall be eligib1e to serve as directors and oni y such business shall be conducted at a meeting ofshareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Sec1ion and Section 2 of this Artic1e. Except as otherwise provided by law, the Articles of Incorporation or these By-Laws, the chainnan of the meeting shall have the power and duty to detennine whether a nomi.nation or any business proposed to he brought before the meeting was made or proposed; as I.be case may be, in 11(:.c;:ordance with the procedures set forth in this Section or in Section 9 of this Article, as applicable, and, if any proposed nomination or business is not in compHance with this Section or with Section 9 of this Article, as applicable, and, if any proposed nomination or business is not in compliance 7
ULNRC-06788 Enclosure 7 Page 9 of 25 with rl1is. Section or ,~.*ith Section 9 of this As1icle, ns applicable, lo declare that such defecti\rc prnposai m nomination shall he disree.,arded.
(2) F'or purposes of this Section. ;*public annrn.mccrncnt" shaH m,ean disc,osurc fo ri press release r,cported by the Duw Ji.mes NC\'t'S Scni:cc-. Associated Pn:bs or comparable national ne*ws servkt: or iri a dur.:ument publicly filed by the! Company with tht: Sccuriti~::o and Exchange Commission {the **SEC") pursua~ll to Section 13, 14 or l 5(d) of the Securities Exchange Act of 19.34. as antended Ohe **Ext;hange ActJ.
(J) Notwithstanding the foregoing provisions of this Section. a shareholder shall also comply w*ith aU applicah[o requirements of the Exchange Act and the ruies and regulation~
therctmdcr with r~spcct to the m~Uers st:1 fonh in shis Section and in Section 9 of this Article; providedi hl,'Wever, that an)' refereflcr:s in thes~ By-La"-'$ to the Exchange Act tir the rules prormdgated thereunder are not intended to anJ shall not Hmit th~ requirements apphcab!c tu nominations (1r proposals a::,; to any o!hcr business to bi:-<<.: nsidtm::d pursL1an1 to clause (iii) of pnragraph (a)(l), paragniph (a)(2) and paragraph (b) uf this Section or Section 9 of this Article.
Nothing in 1his Section or in Sedicm 9 of this Artide shall be deemed to affec!. any rights (A) of shareholders to request ir.clusiou of pmposals in the Company's proxy sta£en,ent pursuimt t1:,; Rule 1411-R under the Exdmnge .Act or (B) of the holders of,m:y series of Prefo~d Stock to elect din:ctors if and to the excent provided fi_n under !aw, the Articles of Incorporation or these B~,r-Law~.
{a) Whenever ,he BwJ11ni solicits pmxics wi:h respect tc, 11n election ofdir<.>ctots at mi a1m~.1.1l tm.-cting of shareholders (an "Anm.m! Election"), su.bjed to the provisions ofthis Secrion, it shall indudc in it~ proxy statement and on its rmxy Cill,fd for such Annua) Election ond on any banot distribull:d at such Annual Election (t<iuch materials collectively, the 0 Proxy Matcnals"), in.
a,lditkm to individuals nt.lm1nated by the Board or any cvromitrcc thcrrot: the name, tc-,gcther with (in the i.-::as.e of :sLleh ptt,xy ll.t~.kment onfy) tho R~qui.rcd JnfonmHion (dctintd below), of any individual nominak*d iu compliance wi.th this Section (eac:h 1, ;a "Shareholder Nominee") by an Ehgible Shareholder (detfoed below-, who e.xpress1y elc.:t3 ~t the tin1e of prnviding the ilotli.;e required by this Section Ohc Notice of Proxy ACC(.'.SS Nom.it~lltion*') to have its nmnmce indu<led in the Proxy lvlnterials pursuant w this Section. To be timely. an Eligible Shareholder seeking to ha\*e its nominee ind~1ded in the Prox:v. Mate dais sholl deliver the Notice of Prnxv. Access Nnmrnation to the Secre1a:y at the principal exec:ati\*e offices of the Company not later than the dose of business on the 120th dny nor earlier than the close of business on the l :>Oth day prior tn the anniversary of the date the Company's proxy statement ~,:,,ras released tri shMeholders in c:mmection with the prevh)us y~ar's annual meeting; provided, howe\'er, th.at in the event that the date oftht annual meding has been L,h.mgcd by m(irc than 30 days from the date of the pre-ceding ye,ir's anrn.uit metting, not.tee by th.c: Eligible Shar~holdc:r must be: ddivcred tt1 the S<.~rrc:tary nut later t1rnn the 10th day following lht~ day on which pubhc muHninccmeni of :h~ date or such meeting ls: first made by thtCompimy (the last day on which ii Notice of Pmxy Access Nomina!ion may be deiivered., the Proxy i\ccess Det1dline"). In no e:vf',nt shall the public annot:11.cernent of r1n adjournment of an annual meeting commence;, new time period (or extend the Prox.y Access Deadline) for the giving of u Notice of Proxy Access Nomination, 111e maximmn number of Slrnrd1older Nominees nominatr..'tl by aH Eligible Shareholders that will be included 'in the Prn:icy
ULNRC-06788 Enclosure 7 Page 10 of25 Materials with respect to any annual meeting of shareholders of the C-0mpany shall not exceed th.e Permitted Number.
(b) For purposes of this Article:
(1) The "Permitted Number~* means 2<Yra of the number of:seats on tbt; Board to be filled in the AnnuaJ Election (rounded down to the nearest whole number but not less than two) IIS of the Proxy Access Deadline. [f one or more vacancies for any reason occurs on the Board after the Proxy Access Deadline but before the date of 1he Annual Election. ond the Board resolves to reduce the size of the Board in connection therewith, the Permitted Number shall be calculated based on die number of dirootor:s in office as so reduced. for purposes of detemtinins whether the Permitted Number has been reached, each of the followi11g persons shaU be counted as one: of the Shareholder Nominees: (I) any individual nominated by an Eligible Shareholder pursuant to thjs Section whom the Board decides to nominate as a nominee of the Board, (ii) any director in office as of the Proxy Access Deadline who was previously included in the Proxy Materials as a Shareholder Nominee for any of the three preceding annual meetings of shareholders of the Company pursuant to this Section ,mom the Board dtcides to renominate for election as a nominee of the Board and (iii) any individual nominated by an Eligible Shareholder pursuant to lhis Section whose nomination is sub~ucntly withdrawn at or prior to the Annual Election.
(2) An **Eligible Shareholderh means one or more shareholders of record who Owns and has Owned, or who collectively Own and have collectively O\vned, at least the Required Interest for at ]east the three years (the Minimum Holding Perioc:r1) p(eceding the date the Notice of Proxy Access Nomi.nation is delivered to the Secretary in accordance with this Section, that condnues to Own. or that continues to collectively Own, at least the Required Interest through the date of the Annual Election, and that complies with all applicable provisions of this Secdon; provided that the aggregate number of shareho1ders of record and, if and to the extent that a shareholder of record is acting on behalf of one or more beneficial owners.. of such beneficial owners, whose stock ownership is counted for the purposes of satisfying the foregoit1g OWflership requirement shaH not exceed 20. The following shall be treated as one shareholder of ~rd or beneficial owner, as applicable, if the applicable Eligible Shareholder shall provide together with the Notice of Proxy Access Nomination documentation reasonably satisfactory to the Board or its:
designee that demonstrates compliance with the following criteria: (i) funds under common management and investment control~ (ii) funds under common management and funded pri.mari1y by the same employer or (iii) a 4'group ofinvestment companies" (as such tenn is defined in the lnvestment Company Act of I 940, as amended); provided that each such fund or investment company ,otherwise meets the requirements set forth in this Section applicable to each shareholder ofrecord or beneficial owner, as applicable, within a group that constitutes an Eligible Shareholder.
No shareholder of record or beneficial owner shall be pennitted to be in more than one group that constitutes an Eligible Shareholder, and if any shareholder of record or beneficial owner appears as a member of mote than one such group, it shall be deemed to be a member only of the group that Owns the largest number of shares of common ~tock of the Company as reflected in the Notice of Proxy Access Nomination. An Eliaible Shareholder shall in its Notice of Proxy Access Nomination disclose the shares of common stock of the Company it is deemed to Own for purposes of this Section. In fue event that the Eligible Shareholders consists of a group of shareholderst any and all requirements and obligations for an individual shareholder of record or beneficial owner~ as applicable, that are set forth in this Section, including the Minimum Holding 9
ULNRC-06788 Enclosure 7 Page 11 of25 Period, shall apply to each member of such group; provided, however1 that the Required Jnteres t sha:ll apply to the ownmhip or the group in the aggregate.
(3) The "Required Interest" means 3% ofthe outsu11ndi'lg shares of common sto=k of the Company as of the most recent date for which such number is disclosed by the Company ir, an annual or a quarterly report filed with the SEC under the Exchange Act prior to the submissic,r, of the Req1,.dred Information, (4} A person is deemed to ~wn" only Chose outstanctillg sham of the Company's common stock as to which sili::h persor1 p o ~ both: (i) the full voting and investment rights pertaintng to such shares and (ii) the full economic interest in (includ'ta;g t.eopponunity for profit from St1d the risk of loss on) such shares; provided that the number of shares calculated in accordam;c with clauses (i) am! (ii) shall not include any shares (A) sold by such person in any transacrioo lha1 bas not been settled or dosed, (BJ borrowed by such person for any purpose o.r purchased by such person pu:rsuont to 1n a;greement to resell, or (C) subject to any option, w.arrant, fonvard ,contract~ swap, COfit:ta<:t *Of sale, other derivative or simitar agreement entered in lO by such person. 'fA1teither any sueh instrument or agreement is to be settled wit& shares or with cash based on the notional amount or value of outstanding common s1ock. of the Company? in any such case which instrument or agreement has; ,or is intended to have, the purpose or effect of+/- (~) reducing in any marmer.,, to any extent or at any time in the &lure, $Uch person's fiill right m vote or direct the voting of any such aharesj andfor(y) h4lldging. offsetting. or altering to any degree any gain or Joss arising from the full economic ownership of such sh~ by such person. A person is deemed to
- own'; shan:s held in the name of a nominee *or other intennediary so long as such person retains the rlghl to instn.Jct how the shares are voted with respect 10 the elecHoo of directors and possesses the run economic interest in the shares. A person's ownership of shares shall be deemed to continue during any period in which such person has delegated any \'cting power by me1ns of a proKY~ pi::n.ver of attorney, or other similar instrument or arrangement. 1'1at is revocable at any time by such person. A per.son ,s ownership of shares shaH be deem.ed to, continue during my period in which such person has loaned such shares;. provided lhat such pe[$0n ha$ the power to recall such.
loaned sha:r,es on three bus:iness days;. notice and provides a. representation that it (a) wilt promptly recal I Heh loaned shares upon being notified (1) iin. the case of a Request pursuant to Section 2 of chis Article~ that a special meeting will be hold pursuant to such request. (2) in the case of a recommendation pursuant to Section 8(a}(2)(fi) of this Article, any of its recommended persons will be nomi.nated by the Board as a nominee ofthe Board or (l) in the case ofa nomination pursunnt to this Section, 1ha.t any of its Shareholder Nominees will beineluded in the Proxy Materials and (b) wm continue to hold such shares through the date of()) in the case ofa Request pursuant ta Section 2 of this Article, such special meeting he1d pursuant to such request<< (l) in the .ca,,;;e of a nomination pursuant to Section 8(aX2)(ii) of this Article or this Section, the Amua1 Election. The terms *-ow:lled,;" *4'owninif' and other variations of the word ' 10Wn" shall have correloti ve meanings. \Vhctber outst.anding shares of the Comp.any are "Owned" for these purposes shal I be detemdned: by the Board or irs d.esignee acting in g<,od faith..
{5) The Re(J;uired tafonnation'" means (i) the infonnat:on concerning the 0
Shareholder Nominee and the Eligible Shareholder that, as detenninec by the Company, ts required to be disc:lc;>$ed in a proxy statement filed pursuant to the proxy rules ofthe SEC and W) if the Eligible Shareholder so elects, the Statemeat.
JO
ULNRC-06788 Enclosure 7 Page 12 of25 (6) The ~*statement~* means a written statement from rile Eligible Shareholder in support of the Shareholder Nominee(s)' candidacy to be included in the Company's proxy statement. which Statement in order to he so included shaU not exceed SOO words and must fully comply with Section 14 of the Ex.change Act and the rules and resu1ations promulgated thereunder, induding without Umitation Rule l 4a~9. Notwithstanding anything to the contrary contained in this Sec:Cion, the Company may omit from lhe Proxy Materials any infonnation or Statement {or portioo thereof) that it detennines would Yiolate any applicable law or regulation or that it believes is untrue in any material respect {or omits to state a material fact necessary in order to make the statemerus made, in light of the circumstances under which they are made, not misleading).
(c} Any Eligible Shareholder submitting more Ulan one Shareholder Nominee for inclusion in the Proxy Materialis pursuant to this Section shaU rank such Shareholder Nominee based on the order that ihe Eligible Shareholder desires such Shareholder Nominee to be selected for inclusion in the Proxy Materials in the event that the total number of SharehoJd<< Nominees submitted by Eliaible Shareholders pursuant to this Section exceeds the Permitted Number. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section exceeds the Permitted Number, the highest ranking Shareholder Nominee who meets the requirements of this, Section from each Eligible Shareholder will be se1ected for inclusion in the Proxy Materials until tbe Permitted Number is reached, going in the order of the number (from largest to smallest) of shares of common :i;tock of the Company that each Eligible Shareho1der disdosed as Owned for pwposes of this Section iri iis Notice of Proxy Access Nomination. If the Permitted Number is not reached after the hi.ghest ranking Shardaolder Nominee who meets the requirements of this Section ftom each Eligible Shareholder ha$ been selected. thi,s process will continue as many times as necessary, following the same order each time~ until the Permitted Number is reached.
(d) Any Eligible Shareholder nominating a person for eleclfon to the Board in accordance witb this Section sha.11 also deliver' the foUowing i.n writing to the Secretary at the principal ex.ecutive offices of the Company no later than the Proxy Access Deadline:
(I) the information that would be re')uired to be set forth in a sha:rehoJd<<'s nodce of recommendation pursuant to Section 8(a)(2)(ii) of this Article; (2) an acknowledgment by such Eligible Shareholderl and the beneficial owners. if any; on whose behalf the Notice of Proxy Access Nomination is bei:ng submitted, that such Notice of Proxy Access Nomination shall be deemed to be reV'oked if such Eligible Shareholder does not Own at least the Required Interest at aU tim,es between the date on which such Notice cf Proxy Access Nomination ts delivered to the Secretary and the date of the Anrmal Election; (3) documentary evidence that such EliJjibJe Shareholder Owns at least the Required Interest as of the date the Notice of Proxy Access Nomination is delivered to the Secretary, and has Owned oontinoously for the Minimum Holding Period prior to such date,. at least the Reqqired Interestj provided;. however, that if such Eligible Sharepolder, or any member of the group that together constitutes such Eligible Shareholder, is not the beneficial owner oftbe shares representing the Required Interest, then to be valid, the Notice of Proxy Access Nomination must also include documentary evidence that the beneficial owner on whose behalf the Notice of Proxy Access Nomination is being submitted Owns at least the Required Interest as of the date on
ULNRC-06788 Enclosure 7 Page 13 of 25 which sucb Notice of Proxy .Access Nomination is delivered to the Secretary1 a,1d ha.s Owned continuously for the Minimum H,,1ding Periuci prior to such da.te, nt least the Raiuired Inter~,;
{4) ti cop)' uf the Schedule 14N (or any suo.::c~mr fonn) that ho~ hccn file,J with !he SEC os required by Rule 14a-1 Sunder the Exthangc: Act; (5) ~ rnprcsenlation that such Eligible Shareholder (induding each mernber of auy group ~ho.t together conshlute-. such Eligible Shareholder}, nnd 1hc bcnefidal owners, ,f any, 011
'"hose bcllalf the Notice of Proxy Access Nomination is hei11g submitted:
(i) 1n:quired a}! of the shares uf comrnnn ~*nck of the Company that are iJeld by imd1 p,:rson at such time that such reprcsentatinn is being made in the ordinary course of husfoess and not ,,,rith the intent to change or i11fluencc contru! of the Cornp;my, induding "conlml" as such term is de*fincd undi:!t applicable 1e:ec11ritics laws, sn<l docs not prcst:nlly have such intent; (ii) has not engaged and will not engage in any, and has 1101 and will not oc n "participant" in anothc:;r person *s, ";;;olicitation withi:\ the me&niug of Ruic 14a~i (I) und~r th~
Exchange Act in support of the dccti1.m of any individual ~s a director al the Annual Eleclion other than its Sharehokkr Nominee ma nominee of the Board, (iii) will 11.ol ti.St: uny proxy emu (Jtbcr than the C(1mpany's pn,xy ca.rd in soliciting sharehoJders in connection \lll'1th the el.e,~iorJ of a Shart:holder No mine~ at I.he Annual Election; a11d (iv) witl provide fact-.;, statements mid other mfommtion in all communicatiuns ,i.,*ith the Cmnpany and ils shaieholdcrs that ure or will he Irue and correct in all material ri;.~speds and do not ancl will nn! omit to state a material fact necessary jn order to make the stZJtc1nents made. i11 light of the:: cin.:u:rm*.,timces under which th~y \Vere made.* i'~Ot misleading; (o, ;,m tmriertuking that such Eligible Sh:m:holder i:ig.recs k.1 (i) file any written sohcitation or other conimur;,ication with the Ccmpany':s sh11reholdcrs relating ti:, nnc er more of the Company's directors (1r director nominees o:raoy Shareholder Nomim.-c with the SEC, rcgurdlcss lJf whether any such fi!tng is. required under any rule or regulatiou or whdh~r aay c.:tcrnpticm froin filing is available for such material., uoder any rute m* regulation;
{ii) ~ssutne (ioint!y and scvc:raUy with all other group members. in the ci~se of~ gmur member) all liah:1ity stemming from any acnrn.l or alleged legal or regulatory violation arising nut of ccmmunication.s by such Eligibie Shareholder, the beneficial o,~*ners, if any, on whuse behalf the Notice nf Prc,xy Access Nomination i~ being 5ubmitted, or the Shateholdcr Nominee nomina.ted by such Ehgibk Shareholder (such persons collec.frvely, the Applicabl~
Per::;ons!') with Lhc sharchoider5 of the Company cw ,rnit of the infonnati,on t!1al such Applicable Persons provided to the Company, ils shan:nolder~ or any other person; (iii) inde1nrufy and hoM hamik~s tlu: Cc,nip,any and r:uch nf its din:ctors, officer;; and employees individually against any habihLy. damages or any otJ1er loss in co11nection with any threatened or pending action. ftuit or proceeding. whether legal, administrntive or
ULNRC-06788 Enclosure 7 Page 14 of25 investigative, against the Company or anyofits directors, o.fficers or employees aris,:ng out of any nomination submitted by such Eligible SbarehoJder pursuant to this Section; and (iv) comply with aU other applicable laws. ru]es, regulations and listing standards with respect to any solicitation in connection wilh the Anm.m.l ElecUoo.
(7) an undertaking by each of the Applicable Persons thatt in the e*vent that any information or communkatio:ns provided by such Applicable Person ceases to be true and correct in aU material respects: or omits a material met necessary to make the statements made, in. light of the circumstances under which they were made, not misl.eadingl such Applicabl.e Person sban promptly notify the Secretary of any defect in 111ch previously provided information and of the information that is required to correct any such defect; (8) an undertaking by such Eligible Shareholder, and the beneficia1 owners,. if any, on whose behalf the Notice of Proxy Access Nomination is being submitted, to provide immediate notice to the Company if such Eligible Shareholder (or such beneficial owners) ceases t,o own any shares representing the Required interest prior to the date of the Annual Election; and (9) in tbe case of a group that together cons.titotes such Eligible Shareholder, the designation by all group members of one group member that is authorized to act on behalf of an members of' such group with respect to the nomination and matters related theret01 including withdrawal of the nom.ination.
In addmon,. each Eligible Shareholdert and the beneficial owners, if any, on whose behalf the Notice of Proxy Access Nominati.on is being submitted, shall promptly provide any other informatio*n reasonably requested by the Company.
(e) \Vithin the time period specified in this Section for delivering the Notice of Proxy Access Nomination, a Shareholder Nominee must deliver to the Secretary a written representation and agreement that such person:
( l) has read and agrees, if ele.cted. to serve as a director a11d to adhere to the Company's Corporate ,Qo\'emance Guidelines, the Company's code of ethics and code ofbusiness conduct, these By-laws and any other policies and guidelines of the Company applicable lo direct.ors:
(2) is not and wm not become a party to any agreemeat7 arrangement or understanding wilh any person or entity (other than the Company) with respect to direct or indirect compensation, reimbursement or indemnification in cotmection with service or action as a director of the Company that has not been disclosed to the Company; (3) is not and wm not become a pany to any agreement, arrangement or understanding with, and has not gi*ven any commitment or assurance tot any person or en.tity as to how such Shareholder Nominee, if elected a:s a director of the Companyt would vote or act on any issue or question as a director; and (4) will provide facts, statements and other infonnation in all communications with the Company and its shareholders that are or wm be true and correct in all material respects (and 13
ULNRC-06788 Enclosure 7 Page 15 of25 shall not omit to state a material fact necessary in order to make lhe statements made, in light of the circumstances under which they were made, not misleading).
At the request of the Company, a Shareholder Nominee must submit all completed and signed questionnaires required of directors of the Company, including those .applicable to committee service, within five business days of reccjpt of :such questionmtire from the Company.
The Company may requesd such odditiooal informatioo as necessary to pennil the Board to detennine ifa S:h.areho]der Nominee is independent under the listing standards ofthe princi~l U.S.
exchange upon wbich the common stock: of'Ehe Company is Usted\ any applicable rules or regulations ofthe SEC and any publjcl.y dlisc-losed standards used by the Board in determining and disclosing independence of the Company's directors.
(f) The Company shall not be .required to include~ pursuFJnt to this Section~ a Shareholder Nominee in the ProiXy Mat.eriaJs for any annual meeting of shareholders:
( l) if the Se~retary receives a notice that a shareholder intends to nominate a candidate for director at such an.nual meeting pursuant to the advance notice requirements for directors set forth 1n Seetioo S(a)(2)(i) of this Article without such shareholder's notice expressly eleetf ng to have such director candidate included in the Proxy Materials pw-sunnl to th.is Section; (2) if the Eligible Shareholder (or nny member of any group that together-constitutes such Eligible Shareholder) who has nominated such Shareholder Nominee. or the beneficial owners, if anyj on whose behalf the Nolie:~ of Proxy Access Nomination is bang submitted, is currently Engaged in a "solicitation.. or is a *~participant" in another person's
..soUdtationu within the meaning of Rule t4a-1(1) u.nder the Exchange Act in support. of the eled.i:on of any individual as a director at such annual meeting other than its Shareholder Nominee or a nominee ofthe Board; (3) woo is not ..independent"' under the rules and listing standards of each principal U.S. exchange upon which the common stock of the Company is listed, any appUeable rules or regulations oftbe SEC and any publicly disclosed standards used by the Board in determining and disclosing independence of the Company+s directors, in each case as detennined by the Board in good failh; (4) who is or has beenT within the past three years, an officer or director of a competitor as defined for purposes of Section 8 of the Clayton Antitrust Act of l 9l4, as amended; (5) who is e director or officer of any public utility company regulated by the:
Federul Energy Regulatory Commission; (6) whose election as a member of the Board would cause lhe Company to be in violation ofihese By-Laws1 the Articles of Incorporation! the rules and listing standards of any principal U.S. exchange upon which the common stodc of the Company is listed, or any applicaible state or federal laiw, rule or regulation; (7) who is awned subject of a pending criminal proceeding (excluding 1raffic violations and other minor offenses) or has been corllvicted in such a criminal proceeding within the p-ast ten years; J4
ULNRC-06788 Enclosure 7 Page 16 of25 (8) who is or has 'been subject to any event spedned in Rule 506(d)( I) of Regulation D under lhe Securities Act of 1933, as amended; (9) if the Eligible Shareholder who nomi:nated such Shareholder Nominee1 the beneficfaJ owners; if any, on wh.ose behalf the Notice of Proxy Ac.cess Nomination is being submittedt or such. Shareholder Nominee rans to comply w'ith its or their obligations pursuant to this Section; or
( I. 0) for which an Eligible Shareholder has withdrawn its nomination or who becomes unwilling or unable to serve on the Board.
(g) Nothing fo this Section shall limit the Company's ability to sollcit against and include in the Proxy Materials its own statements relating to any Shareholder Nominee.
(h) Notwichstanding anything to lbe contruy set forth herein, the Board or the chainna.n of any Annual Election shall declare a nomination by an Eligible Shareholder to be invalid, and such nomination shatl be disregarded notwithstanding that proxies in respect of such vote may have been received by the Company, if ( l) the Shareholder Nominee nominated by such Eligibte Shareholder; such EUsibJe Sbardtotder {or any member of any group that together constitutes an Eligible Shareholder), or !hi! beneficial ownerst if any, on whose behalf the Notice of Proxy Aocess Nomination is being submitted, shall have breached its or their obligations under this Secliont as determined by the Board or such chainnan or (2) sut:h Eligible Shareholder (or a qualified representative thereof) does not appear at the Annual Election to present its nomination pursuant to this Secdon. For purposes of this Section, to be considered a qualified representative of the Eligible Shnreholder, a person must be a. duly authoriied officer., manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electron.ic transmission delivered by such shareholder to act for such shareholder as proxy at the Annual Election and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or el.ectronk: transmissiont at the Annual Election. The Board (and any other person or body authorized by the Board) shall have the power and authority to interpret this Section and to make any and an determinations necessary or advisable to apply this Section to any persons, facts or circumstances, including the powe.r to detenninc (i) wbelher one or more shareho]ders qua.Ufies as an Eligible SharehoJdert (ii) whether a Notice of Proxy Access Nomination complies with this Section and has otherwise met the requirements of this Section. (iii) whether a Shareholder Nominee satisfies the quaiifia.1.tions and req uiremcnts in this Section, and (iv) whether any and all requirements of this Sect.ion have been satisfied. Any such interpretation or determination adopted in good faith by the Board (or any other pet$(!ln or body authorized by the Board) shaU be binding on an persons. including the Company and its shareholders (including my beneficial owners).
(i) Any Shareholder Nominee who is included in the Proxy Material.s for a particular annual meeting ofshareholders but either ( l) withdraws from or becomes ineligible or unavailable for election at such annual meeting or (2) does not receive at least 25% of the votes cast in favor of such Shareholder Nominee's election, ,,rm be ineligible to be n Shareholder Nominee pum1ant to this Section fur the next two annual meetings. for the avoidance of doubt~ this paragraph (i) shaH not prevent any shareholder from nominating any person to the Board pursuant to and in accordance with Section 8 of this Article. This Se<.:tion snail provide the exclusive method for
ULNRC-06788 Enclosure 7 Page 17 of25 shareholders to mclude nominees for the Boord in the Proxy Materials.
ARTICLE II Directon Sedi9g J. The property and business of the Company sbaU be control led and managed by its Board. *rhe number of directors to constitute the Board shall be fifteen;, providcdi however, tbal such nilmber may be fixed by the Board, from time to time, al not less than a minimum of three nor more than a maximum of twenty-one (21) (subject to the rights of the holders of shares of Preferred Stock; ff anyt as set forth in the Articles onncorporation). Except as otherwise provided in the Articles of Incorporation. the directors shall hold office until the ne:itt amma1 el<<Uon and until their successors shall be e:lected and qualified. A majority of the members of the Board sllaU constitute a quorum for the transaction ofbuslness, but if at any meeting ofthe Board there shalt be less than a quorum present~ a majority of the directors present may adjourn the meeting from time 10 time, without notice other than anoo1.u1cement at the meetin& until such quorum shall have been obtained, when any business may be transacted which might ha,,e been transacted at the origi1al meeting had a quorum been present Section :2. Vacanci.es in the Board~ i111Cluding vacancies created by newly created directorships" shaU be filled! in the manner provided in the Articles of lncorporation1 andt except as otherwise provided therein, the directors so elected shall hold office vnlit their successors shall be elected and .qualified.
~~don 3~ Meetings ofthe Board st.au be held at such time and place within or wilhout the State of Misoouri as may &om time to time be fixed by resotutio.n ofthe Board; or as may be staled in the notice of any meeting. Regular meetings of the Board shaH be held at s11ch time os may ftom time to time be fixed by reso1ution of the Board, and .noti.ce of such meetinwi need not be giVe:1.
Special meetings of the Board may be held at any time upon call ofthe Chief Executive Officer or.
if one has not been appointed, by the President; or by the Executive Committee, if one shall have been appointed~ or by the Lead Director1 selected in a~ordance with the Company's Corporate Governance OuideUnes, by oral, telephonic (including via telecopier) or written notice, duly gh*en or sesu or mailed to each director not less than two (2) days before any such meeting. The notice of WlY meeting of the Board n~ed not specify thei purposes thereof except as may be otherwise required by Jaw. Meetings may be held at any lime without notice if all ofthe directors. are present or if those not present waive notice of the meeting, in Vlriting.
Section 4. The Board, by the affirmative vote of a majority of the w.hote Bonrd may appoint an Executive CommitteeI to consist of two or more directors as the Board may from time to time determine. The Executive: Committee shall have and may ex.ercise to the extent permitted by law, when the Board is not.in session, au of the powers vested in the Board, except th.e power to :tU vacancies in lhe Board, the powei: t(\fill vacancies in or to change the membership of said.
Cornmiltce, and the power to make or mncnd By~Laws of the Company. The Board shall have the power at any time to fill vacancies in, to change the membership of~ or to di$SOlve, the Exec.qtive Committe::e. The ExecutiveComm.ittee may make rules for the conduct of its business and may
.appoint su.cb committees and assistants as it shan from time to time deem necessary. A majority of 1he members ofthe Executive Committee shall conslitute a quorum.
lo
ULNRC-06788 Enclosure 7 Page 18 of 25 Section 5. The Board may also appoint one or more other oommitte-es to consist of such number or the directors and to have such powers as the Board may from time to time determine.
The Board shall have the power at any time to fiU vacancies in, to change the membership of, or to dissolve~ any such commiuee. A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Beard shall oth&Wise provide.
AITl~LElll Offiters S.ectionJ. As soon as is pra.cticable !lifter the election of directors at the annual meeting of shareholders. the Board shall elect one of its members President of the Company. and ~a.II elect a Secretary. The Board may also elect from its members a Chainnan of the Board (\llhich office may be held by the President) and one or mo,re Vice Chairmen of the Board, The Board shall designate either lhe Chaimum, if an)\ or the President as the Chi~f Executive Officer ofthe Company. fn addition.. the Board may elect one or more Vice Presidents (any one or more of whom may be designated as Senior or Executive Vice Presidents), and a Treasurer, and from time to time may appoint such Assistant Secretaries, Assistant Treasurers and other officers, agents. and employees as it may deem proper. The offices ofSecretary and Treasurer may be held by the same person, and a Vice President ofthe Company may also be either the Secretary or the Treasurer.
Section 2. Between annual elections of officers, the Board may effect such changes in Company offices a., it deems u~essary or proper.
Section 3. Subject to such limitations a.~ the Board may from time to dme prescribe, the officers of the Company shall each have such powers and duties as generally pertain to their respective oft1c¢s, as well as such powers and duties as from time to ti.me .may be conferred by the Board or the Executive Committee. The Treasurer and the Assistant Treasurers may be required to give bond for the faithful discharge of their dudes~ in such sum and of such character as the Board may from. time to time prescribe.
ARTICLJ!: IY lnd:emnifieation Each person who now is or hereafter becomes a director. officer or employee of the Company, or who now is or hereafter becomes a director or officer of an.other corporation,. partnmhip1 joint venture, trust or other enterprise at the request *Of the Company, shall be entitled to indemnification to the ~tent permitted by law and these By~Laws. Such right ofindemnUkation sbaU include, but not be limited to, the following:
Secti2n 1.
(a) The Company shall indemnify an.y person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceed.in& whether civilt criminal, administrative or investigative, other than an action byor in the right of the Compan)', by reason of the fact that he is or was a direclor1 officer or employee of the Company, or is or was serving at the request of the Company as a director or officer of another corporation~ partnership, 1'7
ULNRC-06788 Enclosure 7 Page 19 of25 joint venture) trust or other enterprise, against i!!;'(pffl~, indudingattomeys:t fees, judgments.
fines and amounts paid in seHlemoot actually and reasonably incuned by him in conneeUori with such action, suit or proceeding ifh.e acted in good faith and in a manner he reasonably be1ieved to be in or not opposed to the best interests of fue Company1 andt with :respect to any <:nminal action or proceeding, had oo reasonable cause to believe his conduct was unlawful. The termination of a.ny action. suit.. or proceeding. by judgment, order1 settlement,. conviction~ or upon a plea ofnolo conten.dere or its equivalent, shall not, ofitself,, create a presumption that the person did not act in good faith nnd in a manner which he reawnably believed to be in or oot opposed to the best interests ofthe Company,. and, with respect to any criminal adion or proceeding, had reasonable c~se to believe that his condnct was unlawfut (b) The Company shall indemnify any person who was or is a party or is ihreaten.ed to be made a party to any threatenedt pending or completed action or .suit by or in the right of the Company to procure a judgment in Us favor by reason ofthe fact Lhal he is or was a director,. officer or employee of the Company~ or is or wus serving at fhe request of the Company as a director or officer ofanother corporation, partnership,joim venture, trust or other enterprise aamnst expenses, including attomeys' fees, and amounts paid in settlement adually and reasonably incurred by him in oonneclion with the defense or settlement .of the action or suit if he acted in good faith and in a mnn.ner he reasonably believed to be in or not opposed to the best interests ofthe Companyt except that no indemnification shall be made in respcx:I of any claim. issue or matter as: to whfch st1ch person shall have been adjudged to be fo1.blc for negligence or misconduct in the performance of his duty to the Company mdess and only to the extent that the court in which the act.on or suit was, brought detennines upon npplicatioo thnt,.despite the &Jjudication ofliabilily and in view ohn the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
(c) The Company shall further indemnify to 1he maximum extent pem.1itted by law1 any person who was or is a party or is threatened to be made a }'Qrty to nny threatened. pending or completed action'" suit, or proceeding (including appeals}1 whether civil, criminal, i:n.vesdgative (including private Company investigations). or administrDtivc, including an action by or in Ille righ.1 of the Company, by reason of the fact that the person is or was a di rector1 officer or employee of the Company, or is or was serving al the request of the Company as a director or officer of another corporation~ partnership, joint venture, trust or other cnccrprise. from and against any and all expenses incurred by such persont including. but not limi1.ed to,. attorneys' fees. judgments, fines. and amounts paid in settlement actually and reasonably incurred by him in conndor1 with such action, suit or proceeding, provided that the Company shall. not indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent. dclib~rate:ly dishonest or willful misconduct.
(d) To the extent that a director, officer or employee oftbe Company or a person who is or was serving at the request of the Company a,,. a director or officer of another corporation, partnershipt joint venture. Crust or ot.her enterprise. has been successful on the merits or o<<hawise f n defense.of uny action, suitt or proceeding referred to in this Section or in defense of any cla[m, issue or matter therein, he shall be indemnified against expenses, incl.udiog attorneys* foes~
ac::'ually and reasonably incurred by him in coMeclion with the action. suit, or proceeding, Unless olhenvise expres.s!y providod by the Board, in oo event shall any person who is or was an 18
ULNRC-06788 Enclosure 7 Page 20 of 25 agent oflhc Company: or i)'; 1;:ir wa:.; serving at 1he request of tbe Company as ru1 tmpl(Jyee rnr agent ofanothL'f corporation, partnership, joint venture, trust c,r enterprise~ be entitled to any indenrnification hy tht Company -
io a:n:y action, suit or pm,:;eeding, regardless t1ithc fat:t (hat such pt..1'sc.,n may have bt!'!en successful nn the merits or otherwise in defense of any action, suit or proceeding, or in c.iefcnsl! c)f any daim~ issue ur matter therein. The preceding sente:ice is intended to eUminalc any right ::my such person might otherwise have to be indemnified by the Company pursuanr m Section 35L355.3. c;fthe G!!n.l!ra! and Business Cnrpnralion Law of Missouri.
(e) Any indemnification undi:::r !his Section, unless ordered by~ c;ourt, :shaU be made by lhe Conwany only 4l3 authorized iii the specific c;-;isc '1..:ptm a determination that jndemnification ofthe:
direc~!)r1 officer ot employee is proper fo. the circurn~tanc~ because he bas met the applicable stunda.rd of wm:luct set fonh in thi.s Section. The determination shall be made by the Boa:d by a majority vote of a quorum consisting of directors. whu were ni.1t pnrtic~ to the f!C1io11 1 suit, or proceeding. or ff such a: quorum ls not obtain.able, or even if obtainable .:a quorum of disinterested directors so directs, by independent lea;,al cuu!lst;I in u written opinion, orb)* the sh11rellolders.
(fl Where foll i!nd complete .indeu~uification is prohibited by hnv or pubEc policy,. any prsrs<ln referred to in subsection (a) above who wcnild ot!lerv.dse he entitled to indemnification ne;,,ertheless shall he entitled to partial indemnification tl.1 the extent pcnnitted by r.. w and public pu1icy. Furthermore, v.i1ere full and complete indemnification is prohibited by law or public policy, any person rl:!forred tn in this Section who would otherwise be cndtlcd to im:kmnification ncv~,rthdc:ss shall have~ light of contribLUion to the extent permitted by law and public policy in t:1;1sc;s where $aid party is held jointly or concunemly liable with the Cumpany.
S~ctj.~n 1- The indemnific11tion provided by Section 1 of this Artk:le sha.11 not be deemed exdrn.ivc ()f any other rights to ,.~rhich those seeking indemnificaticm may he: entitled under the Articles oflncorporntion or these By-Laws or any agreement, vote ofsharcholdet!l or disinterested directors ur o!hcrwisc both as to aclion in his official capacity and .as to actfrm in a:m(lther c.1ipudty whi!c holding such office, and the Company fa hereby specifically authorized to provide such indemnification by any agreement, vote of sharehoiders or disinterestt:<l direct,:)rS or otherv-,ris(;L The indemnification shall ccmtinue il.'fri ton person who hii!is ceased w be a director, officer or cmployi!e entitled to indcmnrncation under this Article and shall h1u1'e tt1 the benefit of the heirs, e:i;,'i.:1Jto:n, and administrators 1,f such a person.
Section 3. The Company is authorized to purdmse !}flrt maintain insurance on behalf of~ or provMe anothc1 tncthud or mi=thods nf assuring payment to, any person who is or was a director, officer or employee of the Company, rir is ur was .serving at the request of the Company as ~1 directer or officer nf another corporntion~ partners.hip, joint venture, trust or other enterpris.e against any liabH:t}' asserted against him and incilirL!d by him ;n any capacity, or a.rising out of his srn,ms as such, \Vhcther nt not r.hc Company ,..,.,ould have lhc pcnver to i:1dem11ify him against such liability undtt the provi:sic:ins of this Article.
Section 4. Expenses incurred by a perslJn ,,vho is or 1,.vas serving as ;;1 direclor or officer of the Comp:u:y ur a person who i::. 01r v,,as ser~'ing at the request of the Company as a director or officer of ,mother corporatil.'.m, partnership~ jotm vcoturc, trl:t$t err other enterprise, in defending a civia or criminal action, suit or proceeding referred to in Sectioo 1 of this Article sha1l be paid by the Company i11 advance of the final dispositfon of the action, suit, or proceeding as shall be I9
ULNRC-06788 Enclosure 7 Page 21 of25 authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of such.
person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Company as may be authorized in this Article, Expenses incurred by a person who is or was servina as an employee ofthe: Company in dcrending a civil or crimililal actfol1/2 sui!
or proceeding referred to in Section 1 oflhis Article may be paid by lhe Company in advance ofthe fimd disposition ofthe aclion. suit, orprooecding as may be authorized by lhe Board in the specific case upon receipt of an undertaking by or on behalf of such employee to repay such amount unless it shall ultimately be determined that he is entitled lo be indemnified by the Company as authorized in this Article.
Section ~. lf any provision or portion of this Article shaH be held invalid, iile31I oc unenforceable for any reason whatsoever. the validity, leg~I ity and enforceability of all oth<<
provisions and portions oot specifically held to be invalid? illegal or unenforceable, shall not be affected or impaired thereby and shall be construed according to the original inten~ to the extent not precluded by applicable law.
Ss.ctiron 6. For purposes of this Article:
(a) References to the Company inelude aH constituent corporations absorbed in a 44 0 consolidation or merger as well as the n.>sulting Of' surviving ~orporntion so that any pe.fSOn who is or was a director.; oftker or employee of such a comrti tuent torporation or is or was servit1g a.t the request ofsuch constituent corporation as a director. officer, employc!ie or agent ofanother corporationt partnership1 joint venture, I.rust or other enterprise sh.al I stand in the same posilion under the provisions of this Anicie with respect to the resulting or surviving corporation as he would ifhe had served the resulting or surviving corporation in the same capacity.
(b) The term 0other enterprise** shall include employee benefit plans; the, term *lfines" shall include any excise laxes assessed on a person with respect to an employee benefit plan; and the term "serving at the request of the Company'T shalt be established as specified below in this Section 6(b) and shall include any service as a director, officer or employee ofche Company which imposes duties on;, or involves services by, such director. officer or em.ployce with respect to an employee benefit plan. its participantst orbenefl.ciories; and the word ..include~' or "'includes shall be construed in Us expansive sense and not as a limiter; and a person who acted in good faith and in a manner he reasonably bdieved to be in Che interest of the participants and ben.ericiaries of an employee benefit pbm shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Article. For purposes of this Article, "serving at the request of the Companyn shall he esta.blished solely by ( l) express approval by the Nominating and Corporate Oc::rvemance Committee of such person~s service as a director or officer of another corporation, partnership,joint venture, trust or other enterprise, (2) the annual review by the Nominating and Corporate Governance Committee of a list of norMd'filiated corporations, partnerships. joint vcntllt(!$, l.nlSlS or other enterprises that Company officm are serving as a director or office:r of. so fong as the Nominating and Corporate Governance Committee does not notify any such officer within 30 days after reccivins such list that such person is not serving at the request of the Company or (3) a person serving as a director or officer of n C.-0mpany Subsidiary, as hereinafter defined, The term "Company Subsidiary" shall mean any corporationt partnership, joint venture, trust or other enterprise, whether domestic or foreign, in whjch the Company has or obtains. directly or indirectly, a proprietary interest of more than fifty percent (SO%) by reason of 20
ULNRC-06788 Enclosure 7 Page 22 of 25 stock (i, ..vnership tir olhenvise. Upon establishing that a person is **serving at the rcqu.cs1 c)fthe Comp.any" as described under(!) (2) and (3:1 abo\'e, such person's service for purposes of this Article shall begin at the time of his inili.d service as a director or officer of such utllet coi:porntior:,
partnership, joint venture, trust or other enterprise, The ob!igations of the Company under 1.h1s Article t,::; provide indemnification or advancement nf expenses to a per~on serving at the r1.>quest of the Compan)1 as tl director or officer of another entity shall only apply to the extent that such person Is :not entir;ed t(ll 1Jr does nf'.!t receive indemniftcatiuo or advar,cem.ent of expenses from such other eritHy,.
(c) Notwithstanding anything tu the conu-azy contained in these By-Laws or in Sectioa 35 l. J:55.3 of the General and Busfocss Corporation ur1N ofl\*1issouri, the maxirnurn li.:ibili~y ofthe Comp'1ny lo any person "serving at the request of the Company," al any time for all claims for indemnificalion and advancement of ex.pcc1ses for suc:h person under these: By-lilv1;; or applicable law for such service shaU for all purposes be timiled to $25 mm ion. except as otherwi$.e expressly approved by the Board: provided, how~vcr, that the provision::; tlf this Scclion 6(c) !!hnfl not be applicable in any respect ma pcrson*s service only as. a director or ollicer of a Company Subsidiary.
~~fti2!'2- Thi:. Article may be hereaftet 11mended or repealed; provided, however,. that no amendment or repeal sha:I reduce, terminate or otherv.dse adversely affect th1.:* rig.ht of a pern.m who L!. (Jr 1;.vas Q director, officer or employe*e to obtain indemnificatimt or advancc,'ment of c:-;.pimses with respect wan action~ suit, or proceeding that pertains to ors arises u1.H of acticm!!ii or omissions. that oc-cur prior to U1e effe;.::tive date of such amendmer1t or repeat ARTICLE\>'
lJm:crtifk:ated Shares ~md Cerrmcah~s of Stodc Sectfon L The interest of each shareholder of an:y class of slock of the Company shall {tot be evidenced by ccrtlficatcs fc.,r shares and all shares of all das:c;es of stock shall be um:ertificated shares; provided, howev,i:r, that (a} any shar.-:..r;; Qf stock of the Company represented by ii certificate shall continue to bt: rt::pn:sented by such certificate unti; such certi.ficate is surrendfred to the Company and (b) the Company may, at its optitn but \\'tthout obligation, issue certificates for som,e or an of any shares of ;;omc or all of an>* classes of s;tock 1.i,;;. determined by the Co,upany from
~irne m time. The shares of stock of the Cclmpany 'Nhich arc to be evidenced hy certificates as provided in this By-Lnw 5ha.U bl! in such fonn ll.S thc Board may frmn time to time prescribe and shall be signed by the Chairman, if any, m* the Pn:~.idcnt nr a Vice President (indtJding Senior or Executive Vice Presid~nts.} and by the Secrelary nr Trcosurer or :1m Assistant Secretary or a:i:t Assistant Treas1;rer of the Company and sealed with the ::ical of the Company and shaH be countersigned and r~gish:n:d in such nm1lfler if any1 ::is tb2 B,oard may from time to tirne p:*escribe.
A.11y or an of the signatures on the certificate may he fo.c;;imile and the seal may he facsirnffe, engraved or printed. in case any ofiic:cr, transfer agent or registrar who has signed or whose tacsnm!e signature h.zs been placed upon a cc11iiicate shall havt: ceased tti be su~h c,ffa:er, transfer agent ur registrar before such cc11ificate is issued, the certificate may nevertheless be issued by the Company ,:i.*ith the same effect as if the person v,icre an officer, transfer agent or registrar at the date of is~ue. Every ho:der of uncertificated shares is entitled to n:c~ivc a statt-ment of holdings as evidence of share ownership, Upm1 the request of any holder ofl.mct:rtifica.ted ::.hares, the
ULNRC-06788 Enclosure 7 Page 23 of25 Company shaU also furnish such information as is required pursuant to Section 35 J. 180.6. of too Genera] and Business Corporation Law of Missouri.
Sa:ti2B ,. The shares of stock of the Company shall be transferable only on the books of the Company by t:he hoklen thereof in person or by duly authorized attorney, upon delivery of an assignment and power of transfer, duty executed, and with such proof of the authenticity of the signatures as 1h.e Company or its agents may reasonably require, and Wlth respect ta any shares represented by a certificate upon sutrender for cancellation of such ei>rtificate.
Section 3. No shares of stock of the Company shall be lmnsferred if represented by a cati ficate aUeged to have been lost, stolen or destroyed~ except upon production of sud! evidence of such Joss. theft or destruction, and upon the Company being indemnified to such extent and in such manner as the Board in its discretion may require. No certificate for shares of stock of the Company shall be issued in place of any certificate alleged to have been lost stolen or destroyedt 1
cx.cept that upon the request of the shareholder the Company may, at its option but without ob ligalion. issue a replacement certificate upon production of such evidence of such loss. theft or destruction1/2 and upon the Company being indemnified to such extent and in such manner as the Board in its discretion may require.
Section 4. All detcrminat.ions by the Company from time to time as to whether the Company shall at its option issue a certificate for any shares of any cla.,ss of stock a..s provided in lhis By~Law shall be made by such officers of the Company as may be designated by the Board from Ume to time, and sucll determinations :iJS to the issu~nce of certificates may vary as to any shares of any clw and need not be uniform as to all shares or all classes.
ARTICLE VI Closing of Stock 'Transfer Books &r Fixing Record Date The Board shall have power to close the stock transfer books of th.e Company for a period not exceeding seventy days preceding the date of any mooting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect; provided. however, that in lieu of dosing the stock transfer books as aforesaidi the Board may fix in oovance a date, oot exceeding seventy days preceding lhe date of any meeting ofstu,.reholdersi or the date for Ote payment of any dividend, or the date for the allotment of rights~ or the date when any change or conversion or exchange ofshares shaU go into effect, as a record date for the determination ofthe shareholders entitled to notice of: and to vote at, any such meetingl and any adjournment thereof~ or entitled to recd ve payment of any such dividend, or entitled to any such allotment of rights, or enti.ded to exercise the rights in respect of any such change, conversion or exchange of shares, ln such case such :shareholders and only such shareholders as shall be shareholders of record on the date of c;Josing the stock transfer books or on the record date so fined shaU be entitled to notice of; and to vote at~ such meeting, and any adjournments ffiiercof1 or to receive payment of such dividend, ,or lo receive* such allotment of righls, o.r to exercise such rights~ as the c~ may be. notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or s.ucb record date fixed as aforesaid.
22
ULNRC-06788 Enclosure 7 Page 24 of 25 ARTICLEVH
- corporate Sea.I, Missouri."
ARTICLEX Amendments The Byunvs of the Company may be made,. altered, amended, or repealed by the Board.
ARTICLE XI Words used herein denoting a specific gender, shall be construed to include any other gender, as app1ica.ble in the context.
23
ULNRC-06788 Page 25 of25