**EXHIBIT3.3**

 

** **

 

 

**BY-LAWS**

 

**OF**

 

**PSIENERGY, INC.**

 

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**ASADOPTED SEPTEMBER 6, 1941AND AMENDED TO JULY 23, 2003**

 

 

 

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BY-LAWSOFPSI ENERGY, INC.

 

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ARTICLE I

 

OFFICES

 

SECTION 1.  Theprincipal office of PSI Energy, Inc. shall be at 1000 East Main Street, in thetown of Plainfield, county of Hendricks and state of Indiana; and thecorporation may have such other offices at such other places as the board ofdirectors may from time to time designate, or as the business of thecorporation may require.

 

ARTICLE II

 

SEAL

 

SECTION 1.  Thecorporate seal shall be circular in form and shall have inscribed thereon thewords “PSI ENERGY, INC.-CORPORATE SEAL-INDIANA.’’

 

ARTICLE III

 

SHAREHOLDERS’ MEETINGS

 

SECTION 1.  Anymeeting of the shareholders may be held at the office of the corporation in thetown of Plainfield, Indiana, or at such other place within or outside the stateof Indiana through the use of any means of communication by which allshareholders participating may simultaneously hear each other at the meeting.  The place and manner of the meeting shall bespecified in the notice of such meeting, or if such meeting is held upon waiverof notice, specified in the waiver of notice signed by all of the shareholders.

 

SECTION 2. Except as otherwise directed by the board of directors, all annualmeetings of shareholders shall be held at 10:00 A.M. on the third Wednesday ofApril of each year if not a legal holiday, and if a legal holiday, then on thenext succeeding day not a legal holiday, for the purpose of electing directorsand for the transaction of such other business as may legally come before themeeting.  The business to be transactedat any annual meeting may be transacted at any special meeting called for thatpurpose.

 

SECTION 3. Written or printed notice of the annual meeting, stating the place,manner, day and hour of the meeting, shall be delivered or mailed by thesecretary or an assistant secretary to each shareholder of record entitled tovote at such meeting, at such address as appears on the

 

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records of the corporation, at least ten days, but not more than sixtydays, before the date of the meeting.

 

SECTION 4. Special meetings of the shareholders, forany purpose or purposes, unless otherwise prescribed by statute, shall be heldif called by the chairman, the president, an executive vice president or a vicepresident, by the board of directors, or by the shareholders holding of recordsuch number of the outstanding shares of the corporation as represents not lessthan one-fourth of the aggregate number of votes that would be voted at suchmeeting if there were voted thereat all the outstanding shares entitled to voteon the business proposed to be transacted thereat.  All requests for special meetings of shareholders shall state thetime, manner, place and purpose thereof. Only business within the purposestated in such request shall be conducted at such meeting.

 

SECTION 5. Written or printed notice of all special meetings of shareholders, stating(i) the place, manner, day and hour of the meeting, and (ii) the purpose orpurposes for which such meeting is called, shall be delivered or mailed by thesecretary or by the officers or persons calling the meeting to each shareholderof record entitled to vote at such meeting at such address as appears on therecords of the corporation, at least ten days before the date of such meeting.

 

SECTION 6. Notice of any meeting of shareholders may be waived in writing by anyshareholder if the waiver sets forth in reasonable detail the purpose orpurposes for which the meeting is called and the time and place thereof.  Attendance at any meeting in person or byproxy shall constitute a waiver of notice of such meeting.

 

SECTION 7.  Atany meeting of the shareholders, the holders of record (present in person orrepresented by proxy) of such number of the outstanding shares of thecorporation as represents a majority of the aggregate number of votes thatwould be voted at such meeting if there were voted thereat all the outstandingshares entitled to vote at such meeting, shall be requisite to constitute aquorum for the election of directors or for the transaction of other business,unless otherwise provided by law.  If, however,the holders of such majority shall not be present or represented at any meetingof the shareholders of the corporation, the shareholders entitled to votethereat, present in person or represented by proxy, shall have power to adjournthe meeting from time to time, without notice other than announcement at themeeting, until the holders of such majority shall be present orrepresented.  At such adjourned meetingat which the holders of such majority shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified.

 

SECTION 8. Every shareholder shall have the right at every shareholders’ meeting toone vote for each share of stock standing in his name on the books of thecorporation, except as otherwise provided by law or by the amended articles ofconsolidation and except that no shares shall be voted at any meeting uponwhich any installment is due and unpaid, or which belongs to the corporation,or which shall have been transferred on the books of the corporation withinsuch number of days, not exceeding seventy, next preceding the date of suchmeeting as the board of directors shall determine, or, in the absence of suchdetermination, within ten days next preceding the date of such meeting.  At any adjourned meeting of shareholders,the board of

 

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directors shall fix a record date for shareholders entitled to vote atsuch adjourned meeting which must be a new date if the meeting is adjourned formore than one hundred twenty days.

 

Voting for directors and, upon the demand of anyshareholder, voting upon any other question shall be by ballot. On any vote byballot, each ballot voted shall be signed either by the shareholder voting thesame, or, if the proxy of such shareholder is on file with the secretary andunrevoked, by the duly appointed agent or attorney of such shareholder.  The ballot of each shareholder voting shallbe deemed to be a vote of all the shares owned of record by such shareholderand entitled to be voted on the matter unless such shareholder or his dulyappointed agent or attorney shall designate on such ballot that a lesser numberof shares are voted.  A plurality voteshall be sufficient to elect any director.

 

SECTION 9.  Thesecretary shall make, or cause the agent having charge of the stock transferbooks of the corporation to make, at least five days before each election ofdirectors, a complete list of the shareholders entitled by the amended articlesof consolidation to vote at such election, arranged in alphabetical order, withthe address and number of shares so entitled to vote held by each, which listshall be on file at the principal office of the corporation and subject toinspection by any shareholder within the usual business hours during said fivedays.  Such list shall be produced andkept open at the time and place of election and subject to the inspection ofany shareholder or shareholder’s agent or attorney authorized in writing duringthe holding of such election.  Theoriginal stock register or transfer book, or the duplicate thereof kept in thestate of Indiana, shall be the only evidence as to who are the shareholdersentitled to examine such list or the stock ledger or transfer book or to voteat any meeting of the shareholders.

 

SECTION 10.  Ashareholder may vote either in person or by proxy executed in writing by theshareholder or a duly authorized agent or attorney in fact. No proxy shall bevalid after eleven months from the date of its execution, unless a longer timeis expressly provided therein.

 

SECTION 11. The secretary, who may call on any officer or officers of thecorporation for assistance, shall make all necessary and appropriatearrangements for the meetings of the shareholders, receive all proxies, andascertain and report by certificate to each meeting of the shareholders thenumber of shares present in person or by proxy and entitled to vote at suchmeeting. In the absence of the secretary, an assistant secretary shall performsaid duties.  The certificate report ofthe secretary or an assistant secretary as to the regularity of such proxiesand as to the number of shares present in person or by proxy and entitled tovote at such meeting shall be received as prima facie evidence of the number ofshares, which are present in person and by proxy and entitled to vote, for thepurpose of establishing the presence of a quorum at such meeting, for thepurpose of organizing such meeting, and for all other purposes.

 

SECTION 12. The chief executive officer, when present and available, shall presideat or chair the meetings of the shareholders; however, the chief executiveofficer may designate any other person to serve as chair of such meetings.  In the event of the absence of such designationand the absence or unavailability of the chief executive officer, the chairmanof the board, if present and available, may so preside, or if the chairman isnot present or available, the vice chairman of the board, if present andavailable, may so preside, or if the vice chairman is not

 

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present or available, the president, if present and available, may sopreside.  In the event of the absence orunavailability of each such officer, and the absence of proper designation bythe chief executive officer for a person to serve as presiding officer and,thus, chair any meeting of the shareholders, the meeting shall choose apresiding officer to chair such meeting.

 

SECTION 13.  Ateach meeting of the shareholders, (i) the proxies shall be received and takenin charge by three inspectors, (ii) where voting is to be by ballot on anyquestion, the polls shall be opened and closed and the ballots shall be takenin charge by such inspectors, and  (iii)all questions touching the qualification of voters, the validity of proxies andthe acceptance or rejection of votes shall be decided by such three inspectorsor a majority thereof.  Such inspectorsmay be appointed by the board of directors before such meeting, or, if no suchappointment shall have been made, then by the presiding officer at suchmeeting.  In the event for any reasonany of the inspectors previously appointed shall fail to attend such meeting,or being present will not or cannot act in such capacity, then an inspector orinspectors in place of such inspector or inspectors failing to attend or notacting shall be appointed by the presiding officer.

 

SECTION 14. The order of business at each annual meeting of the shareholders, and,as far as applicable, at each special meeting of the shareholders, shall beestablished by the secretary or an assistant secretary, in consultation withthe chief executive officer, and presented to the person serving as chair ofthe meeting at or prior to such meeting.

 

SECTION 15. The chairman shall have the right and authority to prescribe such rules,regulations and procedures and to do all such acts and things as are necessaryor desirable for the proper conduct of meetings of the shareholders, including,without limitation, the establishment of procedures for the maintenance oforder, safety, limitations on the time allotted to questions or comments on theaffairs of the corporation, restrictions on entry to such meeting of theshareholders after the time prescribed for the commencement thereof, and the openingand closing of the voting polls.

 

SECTION 16. The annual meeting of shareholders shall be held at such time as isprovided in Section 2 of this Article for the purpose of electing directors andfor the transaction of only such other business as is properly brought beforethe meeting in accordance with these by-laws. To be properly brought before the annual meeting, business must beeither (a) specified in the notice of the annual meeting (or any supplement thereto)given by or at the direction of the board, (b) otherwise properly broughtbefore the annual meeting by or at the direction of the board, or (c) otherwiseproperly brought before the annual meeting by a shareholder.  In addition to any other applicablerequirements, for business to be properly brought before an annual meeting by ashareholder, the shareholder must have given timely notice thereof in writingto the secretary of the corporation.  Tobe timely, a shareholder’s notice must be delivered to or mailed and receivedat the principal executive offices of the corporation, not less than fifty daysnor more than seventy-five days prior to the annual meeting; provided, however,that in the event that less than sixty-five days’ notice or prior publicdisclosure of the date of the annual meeting is given or made to shareholders,notice by the shareholder to be timely must be so received not later than theclose of business on the fifteenth day following the date on which such noticeof the date of the annual meeting was mailed or such public disclosure wasmade, whichever first

 

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occurs.  A shareholder’s noticeto the secretary shall set forth as to each matter the shareholder proposes tobring before the annual meeting, (i) a brief description of the businessdesired to be brought before the annual meeting and the reasons for conductingsuch business at the annual meeting, (ii) the name and record address of theshareholder proposing such business, (iii) the class and number of shares ofthe corporation which are beneficially owned by the shareholder, and (iv) anymaterial interest of the shareholder in such business.

 

Notwithstanding anything in the by-laws to thecontrary, no business shall be conducted at the annual meeting except inaccordance with the procedures set forth in this Article III, provided,however, that nothing in this Article III shall be deemed to precludediscussion by any shareholder of any business properly brought before theannual meeting.

 

The chairman of an annual meeting shall, if the factswarrant, determine and declare to the annual meeting that business was notproperly brought before the annual meeting in accordance with the provisions ofthis Article III, and if he should so determine, he shall so declare to the annualmeeting, and any such business not properly brought before the annual meetingshall not be transacted.

 

SECTION 17. Only persons who are nominated in accordance with the followingprocedures shall be eligible for election as directors.  Nominations of persons for election to theboard of the corporation at the annual meeting may be made at the annualmeeting of shareholders by or at the direction of the board of directors, byany nominating committee or person appointed by the board, or by any shareholderof the corporation, entitled to vote for the election of directors at theannual meeting, who complies with the notice procedures set forth in thisArticle III.  Such nominations, otherthan those made by or at the direction of the board, shall be made pursuant totimely notice in writing to the secretary of the corporation.  To be timely, a shareholder’s notice shallbe delivered to or mailed and received at the principal executive offices ofthe corporation not less than fifty days nor more than seventy-five days priorto the annual meeting; provided, however, that in the event that less thansixty-five days’ notice or prior public disclosure of the date of the annualmeeting is given or made to shareholders, notice to the secretary shall setforth (a) as to each person whom the shareholder proposes to nominate forelection or reelection as a director (i) the name, age, business address andresidence address of the person, (ii) the principal occupation or employment ofthe person, (iii) the class and number of shares of capital stock of thecorporation which are beneficially owned by the person, (iv) a writtenstatement that the person is willing to serve as a director filed with thesecretary at least five (5) days prior to the date of the annual meeting and(v) any other information relating to the person that is required to bedisclosed in solicitations for proxies for election of directors pursuant toRule 14a under the Securities Exchange Act of 1934, as amended; and (b) as tothe shareholder giving the notice (i) the name and record address of theshareholder, and (ii) the class and number of shares of capital stock of thecorporation which are beneficially owned by the shareholder.  The corporation may require any proposednominee to furnish such other information as may reasonably be required by thecorporation to determine the eligibility of such proposed nominee to serve asdirector of the corporation.  No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth herein.

 

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The chairman of the annual meeting shall, if the factswarrant, determine and declare to the annual meeting that a nomination was notmade in accordance with the foregoing procedure, and if he should so determine,he shall so declare to the annual meeting, and the defective nomination shallbe disregarded.

 

SECTION 18. An annual meeting of shareholders may beadjourned or postponed to a different time or place, and notice of the newdate, time or place need not be given if such adjournment or postponement isannounced at the annual meeting before adjournment.

 

ARTICLE IV

BOARD OF DIRECTORS

 

SECTION 1.  Allcorporate powers shall be exercised by or under the authority of, and thebusiness and affairs of this corporation managed under the direction of, aboard of not less than one (1) nor more than seven (7) directors.  The directors shall be elected by theshareholders at each annual meeting of the shareholders.  Each director shall be elected for a term ofone year and shall hold office until his successor is chosen andqualified.  Any vacancy occurring in theboard of directors caused by death, resignation, increase in number ofdirectors or otherwise, may be filled by a majority vote of the remainingmembers of the board of directors until the next annual meeting of theshareholders.  No person shall beeligible for election, reelection or appointment as a member of the board ofdirectors if the time of such election, reelection or appointment is a datesubsequent to the end of the calendar year in which such person attained theage of seventy (70) years.  No personshall remain a director after reaching the age of seventy (70) years; provided,however, that such director shall continue as a director until January 1 of theyear following the year in which the director reached the age of seventy (70)years.  Subject to the provisions of thepreceding paragraphs, any and all of the directors may only be removed forcause.  The directors shall receive suchreasonable compensation as shall from time to time be provided for byresolution of the board of directors or a committee thereof.

 

SECTION 2.  Inaddition to the powers and authority by these by-laws expressly conferred uponit, the board of directors may do all such lawful acts and things as are not bythe laws of the state of Indiana, by the amended articles of consolidation ofthe corporation, or by these by-laws directed or required to be exercised ordone by the shareholders of the corporation.

 

SECTION 3.  Ameeting of the directors, to be known as the annual meeting of the board ofdirectors, shall be held at the principal office of the corporation at suchtime and date as the board of directors may determine, or at such other place,within or without the state of Indiana, and at such other time as shall befixed by the shareholders at their annual meeting, or as shall be fixed by theconsent in writing of all of such newly elected directors, for the election ofofficers and for the transaction of such other business as may properly comebefore the meeting.  No notice of suchannual meeting shall be necessary or required in order legally to constitutethe meeting if a majority of the newly elected directors shall be present.  If a majority shall not be present at suchmeeting, those present shall adjourn the meeting to a specified time and place,

 

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and the secretary or an assistant secretary shall at once notify eachof the newly elected directors of the time and place of holding such adjournedannual meeting.

 

SECTION 4. Regular meetings of the board of directors or any committee thereof maybe held at stated times, or from time to time, and at such place, either withinor without the state of Indiana, as the board of directors or any committee maydetermine, without call and without notice. Any or all members of the board of directors or a committee thereof mayparticipate in any meeting of the board or committee by any means of acommunication by which all persons participating in the meeting cansimultaneously communicate with each other, and participation in this mannerconstitutes presence in person at the meeting.

 

SECTION 5. Special meetings of the board of directors may be called at any time, orfrom time to time, by the chairman, the president, an executive vice presidentor a vice president by causing the secretary or an assistant secretary to giveto each director, either personally or by telephone, mail or telegraph, atleast two days’ notice of the time and place of such meeting.  Special meetings of the board of directorsshall be called by the chairman, the president, an executive vice president ora vice president in like manner and on like notice at the written request of atleast two directors.  Special meetingsof the board of directors may be held at the principal office of thecorporation or at such other place, within or without the state of Indiana, asshall be specified in the notice of the meeting, or, if held upon waiver ofnotice, as shall be specified in such waiver.

 

SECTION 6. Any meeting of the board of directors orany committee thereof, wheresoever held, at which all of the members arepresent, shall be as valid as if held pursuant to proper notice, and in case ameeting shall be held without notice when all are not present but the absentdirectors shall have signed a waiver of notice of such meeting, whether beforeor after the time stated in said waiver, or shall thereafter sign the minutesof the meeting, the same shall be as valid and binding as though called upondue notice.

 

SECTION 7.  Theboard of directors may take any action pursuant to these by-laws without ameeting if the action is taken by all members of the board.  The action shall be evidenced by one or morewritten consents describing the action taken, signed by each director andincluded in the minutes or filed with the corporate records reflecting theaction taken.  Action taken without ameeting shall be effective when the last director signs the consent, unless theconsent specifies a different prior or subsequent effective date.

 

SECTION 8.  Atall meetings of the board of directors, a majority of the members of the boardof directors shall be necessary to constitute a quorum for the transaction ofany business except the filling of vacancies, but a less number may adjourn themeeting from time to time until a quorum is present.  The act of a majority of the board of directors present at ameeting at which a quorum is present shall be the act of the board ofdirectors, unless the act of a greater number is required by law or by theamended articles of consolidation or by the by-laws.

 

SECTION 9.  Theboard of directors may, by resolution adopted by a majority of the members ofthe board of directors, designate two or more of their number to constitute a

 

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committee of the board of directors. The board of directors shall form an executive committee, whichcommittee shall have and exercise all of the authority of the board ofdirectors in the management of the corporation to the fullest extent permittedby the laws of the state of Indiana, including the power to declare dividendsand distributions from time to time within guidelines to be established by theboard of directors.  Neither suchguidelines nor the powers granted to the executive committee hereby may beamended in any way by the board of directors, and the members of the executivecommittee appointed by the board of directors may not be changed by the boardof directors, without the affirmative vote of 75% of the directors then inoffice, rounded upwards.

 

ARTICLE V

OFFICERS

 

SECTION 1.  Theofficers of the corporation shall consist of a chairman of the board, a chiefexecutive officer, a president, a secretary, a treasurer, a controller and mayconsist of a vice chairman, one or more vice presidents, one or more assistantsecretaries, one or more assistant treasurers, or one or more assistantcontrollers.  If deemed advisable by theboard of directors, any two or more offices may be held by the same person,except that the duties of the chairman, the vice chairman, the chief executiveofficer, or the president shall not be performed by the same person who performsthe duties of secretary.

 

SECTION 2.  Theofficers of the corporation hereinabove provided for shall be elected by theboard of directors at its annual meeting and shall hold office for one yearand/or until their respective successors shall have been duly elected and shallhave qualified.

 

SECTION 3.  Theboard of directors may, from time to time, elect or appoint such other officersand agents as it shall deem necessary, who shall hold their respective officesfor such terms and shall exercise such powers and perform such duties as may beprescribed from time to time by the by-laws, or as in absence of provision inthe by-laws in respect thereto may be prescribed from time to time by the boardof directors.

 

SECTION 4.  Anyvacancy among the officers or agents of the corporation, duly elected orappointed by the board of directors shall be filled for the unexpired term bythe board of directors.  Any officer oragent elected or appointed by the board of directors, may be removed at anytime, with or without cause, by the affirmative vote of a majority of the wholeboard of directors.

 

SECTION 5.  Inthe case of the absence, disability, death, resignation or removal from officeof any officer of the corporation, or for any other reason that the board ofdirectors shall deem sufficient, the board of directors may delegate, for thetime being, the powers and/or duties, or any of them, of such officer to anyother officer or to any director.

 

SECTION 6.  Thechairman of the board shall be a director and shall preside at all meetings ofthe board of directors and, in the absence or inability to act of the chiefexecutive officer, meetings of shareholders and shall, subject to the board’sdirection and control, be the

 

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board’s representative and medium of communication, and shall performsuch other duties as may from time to time be assigned to the chairman of theboard by the board of directors.  Thechairman of the board shall direct the long-term strategic planning process ofthe corporation and shall also lend his or her expertise to such other officersas may be requested from time to time by such officers.  The chairman shall be a member of theexecutive committee.

 

SECTION 7.  Thevice chairman of the board, if there be one, shall be a director and shallpreside at meetings of the board of directors in the absence or inability toact of the chairman of the board or meetings of shareholders in the absence orinability to act of the chief executive officer and the chairman of theboard.  The vice chairman shall performsuch other duties as may from time to time be assigned to him or her by theboard of directors.  The vice chairmanshall be a member of the executive committee.

 

SECTION 8.  Thechief executive officer shall be a director and shall preside at all meetingsof the shareholders, and, in the absence or inability to act of the chairman ofthe board and the vice chairman, at all meetings of the board ofdirectors.  The chief executive officershall submit a report of the operations of the corporation for the fiscal yearto the shareholders at their annual meeting and from time to time shall reportto the board of directors all matters within his or her knowledge which theinterests of the corporation may require be brought to their notice.  The chief executive officer shall be thechairman of the executive committee and ex officio a member of all standingcommittees.

 

SECTION 9.  Thepresident shall, subject to the control of the board of directors, theexecutive committee,  the chairman, thevice chairman, and the chief executive officer, have general supervision overthe management and direction of the affairs of the corporation, and supervisionof all departments and of all officers of the corporation.  The president shall, subject to the otherprovisions of these by-laws, have such other powers and perform such otherduties as usually devolve upon the president of a corporation, and such furtherduties as may be prescribed by the board of directors, the executive committee,the chairman, the vice chairman, or the chief executive officer.  The president shall report to the chiefexecutive officer.  In the absence orincapacity of the chairman, vice chairman or chief executive officer, thepresident may preside at meetings of the board of directors and/or meetings ofthe shareholders.  In case of theabsence, disability, death, resignation or removal from office of thepresident, the powers and duties of the president shall, for the time being,devolve upon and be exercised by a vice president, unless otherwise ordered bythe board of directors, the executive committee, the chairman, the vicechairman, or the chief executive officer.

 

SECTION 10. Each of the vice presidents shall have such powers and duties as may beprescribed by the board of directors or the executive committee, or bedelegated by the chairman, the vice chairman, the chief executive officer, orthe president.  In the absence orincapacity of the president, the vice president designated by the board ofdirectors or executive committee, chairman, vice chairman, chief executiveofficer, or president shall exercise the powers and duties of the president.

 

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SECTION 11. The secretary shall have the custody and care of the corporate seal,records, minutes and stock books of the corporation and shall be responsiblefor authentication of such records.  Thesecretary shall attend the meetings of the board of directors and of theshareholders and duly record, prepare and keep the minutes of their proceedingsin a book or books to be kept for that purpose.  The secretary shall give or cause to be given notice of allmeetings of the shareholders and the board of directors when such notice shallbe required. The secretary shall file and take charge of all papers anddocuments belonging to the corporation and shall have such other powers andduties as are incident to the office of secretary of a corporation, subject atall times to the direction and control of the board of directors, the executivecommittee, the chairman, the vice chairman, the chief executive officer, andthe president.  In case of the absence,disability, death, resignation or removal from office of the secretary, thepowers and duties of the secretary shall, for the time being, devolve upon andbe exercised by an assistant secretary, unless otherwise ordered by the boardof directors, the executive committee, the chairman, the vice chairman, thechief executive officer, or the president.

 

SECTION 12. Each of the assistant secretaries (if assistant secretaries be electedor appointed by the board of directors) shall assist the secretary in his orher duties and shall have such other powers and duties as may be prescribed bythe board of directors or the executive committee, or be delegated by thechairman, the vice chairman, the chief executive officer, or thepresident.  In case of the absence,disability, death, resignation or removal from office of the secretary, thepowers and duties shall, for the time being, devolve upon such one of theassistant secretaries as the board of directors, the executive committee, thechairman, the vice chairman, the chief executive officer, the president or thesecretary may designate, or, if there be but one assistant secretary, then uponsuch assistant secretary; and he or she shall thereupon, during such period,exercise and perform all of the powers and duties of the secretary, except asmay be otherwise provided by the board of directors, the executive committee,the chairman, the vice chairman, the chief executive officer, or the president.

 

SECTION 13. The treasurer shall have charge of, and be responsible for, thecollection, receipt, custody and disbursement of the funds of the corporation,and shall have the custody also of all securities belonging to thecorporation.  The treasurer shall keepfull and accurate accounts of receipts and disbursements in books belonging tothe corporation.  The treasurer shalldisburse the funds of the corporation as may be ordered by the board ofdirectors or the executive committee, taking proper receipts or making propervouchers for such disbursements and shall preserve the same at all times duringhis or her term of office. When necessary or proper, the treasurer shallendorse on behalf of the corporation all checks, notes or other obligationspayable to the corporation or coming into his or her possession for or onbehalf of the corporation and shall deposit the funds arising therefromtogether with all other funds and valuable effects of the corporation cominginto his or her possession in the name and to the credit of the corporation insuch depositories as the board of directors or the executive committee from time to time, by resolution, shalldirect.  The treasurer shall have suchother powers and duties as are incident to the office of treasurer of acorporation, subject at all times to the direction and control of the board ofdirectors, the executive committee, the chairman, the vice chairman, the chiefexecutive officer, and the president.

 

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The treasurer shall render to the chairman, the vicechairman, the chief executive officer, the president, the executive committee,and the board of directors, at meetings of the board of directors or theexecutive committee, or whenever the same shall be required, an account of alltransactions as treasurer and of the financial condition of thecorporation.  The treasurer shall givethe corporation a bond, if required by the board of directors or the executivecommittee, in such an amount and with such surety or sureties as may be orderedby the board of directors or the executive committee, for the faithfulperformance of the duties of the office and for the restoration to thecorporation, in case of death, resignation, retirement or removal from office,of all books, papers, vouchers, money and other property of whatever kind inthe possession or under the control of the treasurer and belonging to thecorporation.

 

In case of the absence, disability, death, resignationor removal from office of the treasurer, the powers and duties of the treasurershall, for the time being, devolve upon and be exercised by an assistanttreasurer, unless otherwise ordered by the board of directors, the executivecommittee, the chairman, the vice chairman, the chief executive officer, or thepresident.

 

SECTION 14. Each of the assistant treasurers (if assistant treasurers be elected orappointed by the board of directors) shall assist the treasurer in his or herduties, and shall have such other powers and duties as may be prescribed by theboard of directors or the executive committee, or be delegated by the chairman,the vice chairman, the chief executive officer, or the president.  In case of the absence, disability, death,resignation or removal from office of the treasurer, the powers and dutiesshall, for the time being, devolve upon such one of the assistant treasurers asthe board of directors, the executive committee, the chairman, the vicechairman, the chief executive officer, the president or the treasurer maydesignate, or, if there be but one assistant treasurer, then upon suchassistant treasurer; and he or she shall thereupon, during such period,exercise and perform all of the powers and duties of the treasurer, except asmay be otherwise provided by the board of directors, the executive committee,the chairman, the vice chairman, the chief executive officer, or thepresident.  Each or any assistanttreasurer shall likewise give the corporation a bond, if required by the boardof directors, in such amount and with such surety or sureties as may be orderedby the board of directors.

 

SECTION 15. The controller shall have control over all accounts and records of thecorporation pertaining to moneys, properties, materials and supplies.  The controller shall have executivedirection of the bookkeeping and accounting departments and shall have generalsupervision over the records in all other departments pertaining to moneys, properties,materials and supplies.  The controllershall have such other powers and duties as are incident to the office ofcontroller of a corporation, subject at all times to the direction and controlof the board of directors, the executive committee, the chairman, the vicechairman, the chief executive officer, and the president.  In case of the absence, disability, death,resignation or removal from office of the controller, the powers and duties ofthe controller shall, if an assistant controller has been elected by the boardof directors or the executive committee, for the time being, devolve upon andbe exercised by an assistant controller, unless otherwise ordered by the boardof directors, the executive committee, the chairman, the vice chairman, thechief executive officer, or the president.

 

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SECTION 16. Each of the assistant controllers (if assistant controllers be electedor appointed by the board of directors) shall assist the controller in his orher duties, and shall have such other powers and duties as may be prescribed bythe board of directors or the executive committee, or be delegated by thechairman, the vice chairman, the chief executive officer, or the president.  In case of the absence, disability, death,resignation or removal from office of the controller, the powers and dutiesshall, for the time being, devolve upon such one of the assistant controllersas the board of directors, the executive committee, the chairman, the vice chairman,the chief executive officer, the president or the controller may designate, or,if there be but one assistant controller, then upon such assistant controller;and he or she shall thereupon, during such period, exercise and perform all ofthe powers and duties of the controller, except as may be otherwise provided bythe board of directors, the executive committee, the chairman, the vicechairman, the chief executive officer, or the president.

 

ARTICLE VI

CERTIFICATES FOR SHARES

 

SECTION 1. Each certificate for shares of stock of the corporation shall be in suchform, consistent with law, as shall be approved by the board of directors,shall be numbered consecutively as issued, shall state the name of theregistered holder, the number of shares represented thereby, and such othermatters and things as are required by law or by the amended articles ofconsolidation to be stated in such certificate.  Each such certificate shall be signed by the chairman, the chiefexecutive officer, the president, or a vice president, and the secretary or anassistant secretary; and may have affixed thereto the seal of thecorporation.  In any case where the sealof the corporation is affixed to such a certificate, such seal may be afacsimile, engraved or printed.  In anycase where such a certificate is also signed by a transfer agent and aregistrar or either of them, the respective signatures of the chairman, thechief executive officer, the president, or a vice president, and of thesecretary or an assistant secretary thereon may be facsimiles, engraved orprinted.

 

The board of directors or the finance committee may,by resolution duly adopted, authorize the issue of some or all of the shares ofany or all classes or series of stock of the corporation without certificates.

 

SECTION 2. Shares of stock of the corporation shall be entered in the books of thecorporation as they are issued, and shall be transferable on the books of thecorporation by the holder thereof in person, or by his, her or its attorneyduly authorized thereto in writing, upon the surrender of the outstandingcertificate therefor properly endorsed.

 

SECTION 3.  Thecorporation and its officers shall be entitled to treat the holder of record ofany share or shares of stock of the corporation as the holder in fact thereof,and accordingly shall not be bound to recognize any equitable or other claim toor interest in such share or shares on the part of any other person or persons,whether or not it shall have express or other notice thereof, save as expresslyprovided by the laws of Indiana, or except as in the amended articles ofconsolidation or in these by-laws provided to the contrary.

 

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SECTION 4. Shares of the capital stock of the corporation may be issued anddisposed of by the corporation from time to time for such consideration as maybe fixed from time to time by resolution of the board of directors.

 

SECTION 5.  Thepurchase price of all stock subscribed or purchased shall be paid as from timeto time determined by resolution of the board of directors, either wholly orpartly in money, labor or property. Said payments shall be made within such time and in such installments orupon such terms as the board of directors may from time to time determine anddirect.

 

SECTION 6. Before the corporation shall issue, in place of any certificate of stockin the corporation claimed to have been mislaid, lost, stolen or destroyed(such a certificate being hereinafter referred to as a “Lost Certificate’’), anew certificate or certificates to replace the Lost Certificate, the personseeking the issue of such new certificate or certificates shall make affidavitor affirmation of the fact of such mislaying, loss, theft or destruction, shallfurnish such, if any, other proof of ownership, interest, and disappearance ofthe Lost Certificate as the corporation or any transfer agent for it shallrequire, and shall at the option of the corporation in each such case either:

 

(i) give the corporation either a bond of indemnitywith one or more sureties satisfactory to the board of directors of thecorporation or a sole obligor indemnity bond executed by a corporation thenauthorized to transact the business of indemnity and suretyship in the state ofIllinois or the state of New York and satisfactory to said board which suretyor sole obligor bond shall be in form and substance satisfactory to said boardand shall be (as said board may direct in any case) either (a) an “open penaltybond’’ or (b) a bond having a fixed maximum amount of liability specifiedtherein which amount shall be such amount as said board may direct that is notin excess of twice the par value of the shares represented by the LostCertificate if such shares have a par value, or of twice the market value ofsuch shares at the date replacement of the Lost Certificate is requested if theshares represented by such Lost Certificate be shares without par value, or

 

(ii) if there is then in force and effect a BlanketLost Original Instruments Bond which appertains to such Lost Certificate,protects the corporation from liability growing out of the issue of a new stockcertificate or certificates in lieu of such Lost Certificate and has beenexecuted and delivered by a corporation then authorized to transact thebusiness of indemnity and suretyship in the state of Illinois or the state ofNew York, furnish the corporation or one of its transfer agents with suchinstruments or information as are required in order that the indemnityprovisions of such bond will apply to the new stock certificate or certificatesissued in lieu of such Lost Certificate.

 

When the aforesaid conditions shall have beensatisfied, a new stock certificate or certificates of the same tenor and forthe same total number of shares as the Lost Certificate shall be issued by thecorporation in the name of the record owner of the Lost Certificate.

 

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SECTION 7. Every shareholder shall furnish the secretary with an address to whichnotices of meetings and all other notices may be served upon him or mailed tohim, and in default thereof notices may be addressed to him at his last knownaddress or at the office of the corporation at Plainfield, Indiana.

 

ARTICLE VII

CORPORATE BOOKS

 

SECTION 1.  Except as hereinafter or by the amended articles of consolidationor by law otherwise provided, the books and records of the corporation may bekept at such place or places, within or without the state of Indiana, as theboard of directors may from time to time by resolution determine.

 

SECTION 2.  Theoriginal or duplicate stock register or transfer book, or, in case a stockregistrar or transfer agent shall be employed by the corporation either withinor without the state of Indiana, a complete and accurate shareholders’ list,alphabetically arranged, giving the names and addresses of all shareholders,the number and classes of shares held by each and the time each became therecord owner of his shares, shall be kept at the principal office of the corporationin the state of Indiana.

 

SECTION 3.

(a)                                  Ashareholder or his agent or attorney, if authorized in writing, may inspect andcopy, during regular business hours at the principal office of the corporation,any of the following records of the corporation if the shareholder meets therequirements of subsection (b) and gives the corporation written notice of theshareholder’s demand at least five (5) business days before the date on whichthe shareholder wishes to inspect and copy:

 

(1)                                  excerptsfrom minutes of any meeting of the board of directors, records of any action ofa committee of the board of directors while acting in place of the board ofdirectors on behalf of the corporation, minutes of any meeting of theshareholders, and records of action taken by the shareholders or board ofdirectors without a meeting;

(2)                                  accountingrecords of the corporation; and

(3)                                  therecord of shareholders.

 

(b)                                 Ashareholder may inspect and copy the records identified in subsection (a) onlyif:

(1)                                  theshareholder’s demand is made in good faith and for a proper purpose;

(2)                                  theshareholder describes with reasonable particularity the shareholder’s purposeand the records the shareholder desires to inspect; and

(3)                                  therecords are directly connected with the shareholder’s purpose.

 

SECTION 4.  Thestock transfer books of the corporation may from time to time be closed byorder of the board of directors for any lawful purpose, and for such periodsconsistent with law, but not exceeding seventy days at any one time, as the boardof directors may deem

 

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advisable. In lieu of closing the stock transfer books as aforesaid,the board of directors may, in its discretion, fix in advance a date notexceeding seventy days (or such lesser number of days as may in any case be themaximum number allowed under any applicable statute) next preceding the date ofany meeting of shareholders or the date for the payment of any dividend or thedate for the allotment of rights or the date when any change or conversion orexchange of capital stock shall go into effect, as the record date for thedetermination of the shareholders entitled to notice of and to vote at any suchmeeting or entitled to receive any such dividend or to any such allotment ofrights or to exercise the rights in respect of any such change, conversion orexchange of capital stock; and, in such case, only such shareholders as shallbe shareholders of record on the date so fixed shall be entitled to notice ofand to vote at such meeting or to receive such payment of dividend or toreceive such allotment of rights or to exercise such rights as the case may be,notwithstanding any transfer of stock on the books of the corporation aftersuch record date fixed as aforesaid.

 

SECTION 5.  Allbooks and records of the corporation shall be kept and maintained in suchmanner and for such periods as required by statute.

 

ARTICLE VIII

CHECKS, DRAFTS ANDWRITTEN INSTRUMENTS-

STOCK OWNED IN OTHERCORPORATIONS

 

SECTION 1.  Allmortgage bonds and all debentures of the corporation shall, unless otherwisedirected by the board of directors or unless otherwise required by law, besigned by the chairman, the chief executive officer, the president, a vicepresident or the treasurer, and the secretary or an assistant secretary of thecorporation, and may have affixed thereto the seal of the corporation or afacsimile thereof: provided, however, that in any case where there appears onsuch bond or debenture a Trustee’s Certificate, which states in substance thatthe bond or debenture is one of the bonds or debentures issued under theindenture or supplemental indenture described therein and which is manuallysigned by an authorized officer of such trustee, the signatures of theaforementioned authorized officers of the corporation on such bond or debenturemay be a facsimile signature, engraved or printed; and provided, further, thatin case of the issue by the corporation of a bond or debenture with an interestcoupon or coupons attached thereto such interest coupon or coupons shall besigned by the treasurer or an assistant treasurer of the corporation and suchsignature may be a facsimile signature, engraved or printed.

 

SECTION 2. Except as provided in the immediately succeeding sentence of thisSection 2, all checks, drafts, notes, demands or orders for the payment ofmoney of the corporation shall be signed by one or more of such officers orother employees of this corporation and the signature of any such officer orother employee may be a facsimile signature, all as the board of directorsshall at any time and from time to time by resolution or resolutions specify;provided, however, that in the cases of drafts not exceeding $3,000 for any onesuch draft, used by this corporation, the board of directors may empower thechairman, the chief executive officer, the president, and the vice presidents,or any of them, to designate in writing the one or more officers or otheremployees authorized to sign such drafts. To the extent that the board of directors may by resolution orresolutions authorize from time to time the signature of this corporation, on

 

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checks of this corporation which are used solely for the purpose oftransferring funds from the account of this corporation in any bank or trustcompany to the account of this corporation in any other bank or trust company,may be only the printed name of this corporation.

 

SECTION 3. Except as otherwise provided by these by-laws, (i) all deeds and mortgagesmade by this corporation shall be executed in its name by the chairman, thechief executive officer, the president, a vice president or the treasurer andshall be attested by the secretary or an assistant secretary, and suchsecretary or assistant secretary shall affix the corporate seal thereto, and(ii) all other written agreements to which this corporation shall be a partyshall be executed in its name by the chairman, the chief executive officer, thepresident, a vice president or the treasurer, and may be (but need not be)attested by the secretary or an assistant secretary who may affix the corporateseal thereto.  Notwithstanding theimmediately preceding sentence of this Section 3, written agreements of thiscorporation (other than deeds and mortgages made by this corporation), whichpertain to the routine operations of this corporation and are regularly beingmade in the ordinary course of carrying on such operations, may be executed forand on behalf of this corporation by any officer or officers of thiscorporation, or by any other agent or agents of this corporation, to the extentthat such person or persons may, from time to time, be so authorized to act byeither resolution of the board of directors or by written authorization of anofficer of this corporation who has been authorized by resolution of the boardof directors to execute such written authorization.

 

SECTION 4. Subject always to the further orders and directions of the board ofdirectors, any share or shares of stock issued by any corporation and owned bythis corporation (including reacquired shares of stock of this corporation)may, for sale or transfer, be endorsed in the name of this corporation by thechairman, the chief executive officer, the president, a vice president or thetreasurer of this corporation, and said endorsement shall be duly attested bythe secretary or an assistant secretary of this corporation either with orwithout affixing thereto the corporate seal.

 

SECTION 5. Subject always to the further orders and directions of the board ofdirectors, any share or shares of stock issued by any other corporation andowned or controlled by this corporation may be voted at any shareholders’meeting of such other corporation by the chairman of this corporation, or in hisor her absence by the chief executive officer of this corporation, or in his orher absence by the president of this corporation, or in the absence of any ofsuch officers by any vice president or by the treasurer of this corporation.  Whenever, in the judgment of the chairman,the chief executive officer, the president, a vice president or the treasurerof this corporation, it is desirable for this corporation to execute a proxy orgive a shareholder’s consent in respect of any share or shares of stock issuedby any other corporation and owned by this corporation, such proxy or consentshall be executed in the name of this corporation by the chairman, the chiefexecutive officer, the president, a vice president or the treasurer of thiscorporation, and shall be attested by the secretary or an assistant secretaryof this corporation under the corporate seal. Any person or persons designated in the manner above stated as the proxyor proxies of this corporation shall have full right, power and authority to votethe share or shares of stock issued by such other corporation and owned by thiscorporation the same as such share or shares might be voted by thiscorporation.

 

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ARTICLE IX

DIVIDENDS

 

SECTION 1. Dividends upon the capital stock of the corporation, when earned, may bedeclared by the board of directors at any annual, regular or special meeting orby any committee thereof. Such dividends may be paid in cash, in property or inshares of the capital stock of the corporation, in the case of shares with parvalue at par, and in the case of shares without par value at such price as maybe fixed by the board of directors.

 

SECTION 2. Before payment of any dividend or beforemaking any distribution of profits, there may be set aside out of the surplusor net profits of the corporation such sum or sums as the board of directorsfrom time to time, in their absolute discretion, may deem proper, as a reservefund to meet contingencies, or for equalizing dividends, or for repairing ormaintaining any property of the corporation, or for working capital, or forsuch other purpose as the board of directors shall think conducive to theinterests of the corporation.

 

ARTICLE X

FISCAL YEAR

 

SECTION 1.  Thefiscal year of the corporation shall cover a twelve-month period commencing onthe first day of such month as the board of directors shall, by resolution,provide.

 

ARTICLE XI

AMENDMENTS

 

SECTION 1. These by-laws may be altered, amended or repealed, in whole or in part,and new by-laws may be adopted, at any annual, regular or special meeting ofthe shareholders of the corporation or at any annual, regular or specialmeeting of the board of directors of the corporation by the affirmative vote ofa majority of the board of directors; provided, however, that the board ofdirectors of the corporation may not unilaterally amend any by-laws which wereamended by the affirmative vote of the shareholders of the corporation withinthe preceding twenty-four months.

 

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