LNT » Topics » ARTICLE IV BOARD OF DIRECTORS

These excerpts taken from the LNT 8-K filed Dec 12, 2006.

ARTICLE IV
BOARD OF DIRECTORS

        Section 4.1    GENERAL POWER. — The business and affairs of the Corporation shall be managed by its Board of Directors.

        Section 4.2    NUMBER, CLASSES & TERM. — The number of Directors of the Corporation shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of Directors that the Corporation would have if there were no vacancies, but shall not be less than nine (9) nor more than sixteen (16). The Directors of the Corporation shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. At each Annual Meeting, the successors to the class of Directors whose terms shall expire at the time of such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting, and until their successors are duly elected and qualified.

        Section 4.3    CHAIRPERSON OF THE BOARD. — The Chairperson of the Board if not designated as the Chief Executive Officer of the Corporation shall assist the Board in the formulation of policies and may make recommendations therefore. Information as to the affairs of the Corporation in addition to that contained in the regular reports shall be furnished to him or her on request. He or she may make suggestions and recommendations to the Chief Executive Officer regarding any matters relating to the affairs of the Corporation and shall be available for consultation and advice.

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        Section 4.4    QUALIFICATIONS AND REMOVAL. — No person who has attained seventy (70) years of age shall be eligible for election or re-election to the Board of Directors. Any Director who has attained seventy (70) years of age shall resign from the Board of Directors effective as of the next Annual Meeting. In the event the Chief Executive Officer resigns or retires from his or her office or employment with the Corporation, he or she shall simultaneously submit his or her resignation from the Board of Directors. In the event that the Chief Executive Officer is removed from his or her office by the Board of Directors, or is involuntarily terminated from employment with the Corporation, he or she shall simultaneously submit his or her resignation from the Board of Directors. Any Director who changes his or her employer or otherwise has a significant change in job responsibilities shall give written notice to the Board of Directors, specifying the details, as soon as feasible and shall submit to the Board of Directors an offer to tender his or her resignation from the Board of Directors and from each Board Committee on which such Director serves. The Nominating and Governance Committee shall recommend to the Board of Directors whether the Board should accept such offer to tender resignation. If the Nominating and Governance Committee recommends acceptance of the offer to tender resignation, an affirmative vote of two-thirds of the remaining Directors holding office is required to affirm the Nominating and Governance Committee’s recommendation. A resignation may be tendered by any Director at any meeting of the shareowners or of the Board of Directors, who shall at such meeting accept the same.

        Section 4.5    REGULAR MEETINGS. — Regular meetings of the Board of Directors shall be held at such time and place as may be determined by the Board of Directors, but in no event shall the Board meet less than once a year.

        Section 4.6    SPECIAL MEETINGS. — Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or any two (2) Directors. The Chief Executive Officer or Corporate Secretary may fix any place, either within or without the State of Iowa, whether in person or by telecommunications, as the place for holding any special meeting.

        Section 4.7    NOTICE; WAIVER. — Notice of any meeting of the Board of Directors, unless otherwise provided pursuant to Section 4.5, shall be given at least two (2) days prior to the meeting by notice delivered to each Director. The notice need not describe the purpose of the meeting of the Board of Directors or the business to be transacted at such meeting. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

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        Section 4.8    QUORUM. — A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting to some other day without further notice.

        Section 4.9    MEETING PARTICIPATION. — Any or all members of the Board of Directors, or any committee thereof, may participate in a regular or special meeting by, or to conduct the meeting through, the use of any means of communication by which all participating directors may simultaneously hear each other during the meeting. A director participating in a meeting by means of such communication is deemed to be present in person at the meeting.

        Section 4.10    ACTION WITHOUT MEETING. — Any action required or permitted to be taken at any meeting of the Directors of the Corporation or of any Committee of the Board may be taken without a meeting if each of the Directors or all of the members of the Committee of the Board, as the case may be, “signed” (as defined in the Iowa Business Corporation Act) a consent in writing setting forth the action so taken. Such consent shall have the same force and effect as a unanimous vote at a meeting and shall be filed with the Corporate Secretary of the Corporation to be included in the official records of the Corporation. The action taken is effective when the last Director signs the consent unless the consent specifies a different effective date.

        Section 4.11    PRESUMPTION OF ASSENT. — A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting or promptly upon arrival to the holding of or transacting business at the meeting, (b) the Director’s dissent or abstention shall be entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director’s dissent or abstention with the presiding officer of the meeting before the adjournment thereof or to the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

        Section 4.12    VACANCIES. — Except as provided below, any vacancy occurring in the Board of Directors or on any Committee of the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Directors then in office, even if less than a quorum of the Board of Directors. The Director or Directors so chosen shall hold office until the next election of the Class for which such Director or Directors shall have been chosen and until their successors shall have been duly elected and qualified.

        Section 4.13    COMPENSATION. — Non-management Directors and Board Committee Chairpersons shall receive reasonable compensation for their services, consistent with the market practices of other similarly situated companies. Directors who are employees of the Corporation shall receive no fees for serving as Directors. Board compensation will be determined by the Nominating and Corporate Governance Committee upon the recommendation of the Compensation and Personnel Committee, with discussion and concurrence by the Board of Directors. No such compensation shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

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ARTICLE IV
BOARD OF DIRECTORS

        Section 4.1    GENERAL POWER. — The business and affairs of the Corporation shall be managed by its Board of Directors.

        Section 4.2    NUMBER, CLASSES & TERM. — The number of Directors of the Corporation shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of Directors that the Corporation would have if there were no vacancies, but shall not be less than nine (9) nor more than sixteen (16). The Directors of the Corporation shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. At each Annual Meeting, the successors to the class of Directors whose terms shall expire at the time of such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting, and until their successors are duly elected and qualified.

        Section 4.3    CHAIRPERSON OF THE BOARD. — The Chairperson of the Board if not designated as the Chief Executive Officer of the Corporation shall assist the Board in the formulation of policies and may make recommendations therefore. Information as to the affairs of the Corporation in addition to that contained in the regular reports shall be furnished to him or her on request. He or she may make suggestions and recommendations to the Chief Executive Officer regarding any matters relating to the affairs of the Corporation and shall be available for consultation and advice.

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        Section 4.4    QUALIFICATIONS AND REMOVAL. — No person who has attained seventy (70) years of age shall be eligible for election or re-election to the Board of Directors. Any Director who has attained seventy (70) years of age shall resign from the Board of Directors effective as of the next Annual Meeting. In the event the Chief Executive Officer resigns or retires from his or her office or employment with the Corporation, he or she shall simultaneously submit his or her resignation from the Board of Directors. In the event that the Chief Executive Officer is removed from his or her office by the Board of Directors, or is involuntarily terminated from employment with the Corporation, he or she shall simultaneously submit his or her resignation from the Board of Directors. Any Director who changes his or her employer or otherwise has a significant change in job responsibilities shall give written notice to the Board of Directors, specifying the details, as soon as feasible and shall submit to the Board of Directors an offer to tender his or her resignation from the Board of Directors and from each Board Committee on which such Director serves. The Nominating and Governance Committee shall recommend to the Board of Directors whether the Board should accept such offer to tender resignation. If the Nominating and Governance Committee recommends acceptance of the offer to tender resignation, an affirmative vote of two-thirds of the remaining Directors holding office is required to affirm the Nominating and Governance Committee’s recommendation. A resignation may be tendered by any Director at any meeting of the shareowners or of the Board of Directors, who shall at such meeting accept the same.

        Section 4.5    REGULAR MEETINGS. — Regular meetings of the Board of Directors shall be held at such time and place as may be determined by the Board of Directors, but in no event shall the Board meet less than once a year.

        Section 4.6    SPECIAL MEETINGS. — Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or any two (2) Directors. The Chief Executive Officer or Corporate Secretary may fix any place, either within or without the State of Wisconsin, whether in person or by telecommunications, as the place for holding any special meeting.

        Section 4.7    NOTICE; WAIVER. — Notice of any meeting of the Board of Directors, unless otherwise provided pursuant to Section 4.5, shall be given at least forty-eight (48) hours prior to the meeting by notice to each Director. The notice need not describe the purpose of the meeting of the Board of Directors or the business to be transacted at such meeting. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

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        Section 4.8    QUORUM. — A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting to some other day without further notice.

        Section 4.9    MEETING PARTICIPATION. — (a) Any or all members of the Board of Directors, or any committee thereof, may participate in a regular or special meeting by, or to conduct the meeting through, the use of any means of communication by which any of the following occurs:

  1) All participating directors may simultaneously hear each other during the meeting.

  2) All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

  (b) If a meeting is conducted by the means of communication described herein, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.

  (c) A director participating in a meeting by means of such communication is deemed to be present in person at the meeting.

        Section 4.10    ACTION WITHOUT MEETING. — Any action required or permitted to be taken at any meeting of the Directors of the Corporation or of any Committee of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be “signed” (as such term is defined in the Wisconsin Business Corporation Law) by all of the Directors or all of the members of the Committee of the Board, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting and shall be filed with the Corporate Secretary of the Corporation to be included in the official records of the Corporation. The action taken is effective when the last Director signs the consent unless the consent specifies a different effective date.

        Section 4.11    PRESUMPTION OF ASSENT. — A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting or promptly upon arrival to the holding of or transacting business at the meeting, (b) the Director’s dissent or abstention shall be entered in the minutes of the meeting, (c) the Director shall file a written dissent or abstention to such action with the presiding officer of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered or certified mail to the Corporate Secretary of the Corporation immediately after the adjournment of the meeting, or (d) the Director shall file a written notice to the Corporate Secretary of the Corporation promptly after receiving the minutes of the meeting that the minutes failed to show the Director’s dissention or abstention from the action taken. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

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        Section 4.12    VACANCIES. — Except as provided below, any vacancy occurring in the Board of Directors or on any Committee of the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Directors then in office, even if less than a quorum of the Board of Directors. The Director or Directors so chosen shall hold office until the next election of the Class for which such Director or Directors shall have been chosen and until their successors shall have been duly elected and qualified.

        Section 4.13    COMPENSATION. — Non-management Directors and Board Committee Chairpersons shall receive reasonable compensation for their services, consistent with the market practices of other similarly situated companies. Directors who are employees of the Corporation shall receive no fees for serving as Directors. Board compensation will be determined by the Nominating and Corporate Governance Committee upon the recommendation of the Compensation and Personnel Committee, with discussion and concurrence by the Board of Directors. No such compensation shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV
BOARD OF DIRECTORS

        Section 4.1    GENERAL POWER. — The business and affairs of the Corporation shall be managed by its Board of Directors.

        Section 4.2    NUMBER, CLASSES & TERM. — The number of Directors of the Corporation shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of Directors that the Corporation would have if there were no vacancies, but shall not be less than nine (9) nor more than sixteen (16). The Directors of the Corporation shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. At each Annual Meeting, the successors to the class of Directors whose terms shall expire at the time of such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting, and until their successors are duly elected and qualified.

        Section 4.3    CHAIRPERSON OF THE BOARD. — The Chairperson of the Board if not designated as the Chief Executive Officer of the Corporation shall assist the Board in the formulation of policies and may make recommendations therefore. Information as to the affairs of the Corporation in addition to that contained in the regular reports shall be furnished to him or her on request. He or she may make suggestions and recommendations to the Chief Executive Officer regarding any matters relating to the affairs of the Corporation and shall be available for consultation and advice.

        Section 4.4    QUALIFICATIONS AND REMOVAL. — No person who has attained seventy (70) years of age shall be eligible for election or re-election to the Board of Directors. Any Director who has attained seventy (70) years of age shall resign from the Board of Directors effective as of the next Annual Meeting. In the event the Chief Executive Officer resigns or retires from his or her office or employment with the Corporation, he or she shall simultaneously submit his or her resignation from the Board of Directors. In the event that the Chief Executive Officer is removed from his or her office by the Board of Directors, or is involuntarily terminated from employment with the Corporation, he or she shall simultaneously submit his or her resignation from the Board of Directors. Any Director who changes his or her employer or otherwise has a significant change in job responsibilities shall give written notice to the Board of Directors, specifying the details, as soon as feasible and shall submit to the Board of Directors an offer to tender his or her resignation from the Board of Directors and from each Board Committee on which such Director serves. The Nominating and Governance Committee shall recommend to the Board of Directors whether the Board should accept such offer to tender resignation. If the Nominating and Governance Committee recommends acceptance of the offer to tender resignation, an affirmative vote of two-thirds of the remaining Directors holding office is required to affirm the Nominating and Governance Committee’s recommendation. A resignation may be tendered by any Director at any meeting of the shareowners or of the Board of Directors, who shall at such meeting accept the same.

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        Section 4.5    REGULAR MEETINGS. — Regular meetings of the Board of Directors shall be held at such time and place as may be determined by the Board of Directors, but in no event shall the Board meet less than once a year.

        Section 4.6    SPECIAL MEETINGS. — Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or any two (2) Directors. The Chief Executive Officer or Corporate Secretary may fix any place, either within or without the State of Wisconsin, whether in person or by telecommunications, as the place for holding any special meeting.

        Section 4.7    NOTICE; WAIVER. — Notice of any meeting of the Board of Directors, unless otherwise provided pursuant to Section 4.5, shall be given at least forty-eight (48) hours prior to the meeting by notice to each Director . The notice need not describe the purpose of the meeting of the Board of Directors or the business to be transacted at such meeting. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

        Section 4.8    QUORUM. — A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting to some other day without further notice.

        Section 4.9    MEETING PARTICIPATION.

        (a)     Any or all members of the Board of Directors, or any committee thereof, may participate in a regular or special meeting by, or to conduct the meeting through, the use of any means of communication by which any of the following occurs:

          (i)     All participating directors may simultaneously hear each other during the meeting.

          (ii)     All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

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        (b)     If a meeting is conducted by the means of communication described herein, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.

        (c)     A director participating in a meeting by means of such communication is deemed to be present in person at the meeting.

        Section 4.10    ACTION WITHOUT MEETING. — Any action required or permitted to be taken at any meeting of the Directors of the Corporation or of any Committee of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be “signed” (as such term is defined in the Wisconsin Business Corporation Law) by all of the Directors or all of the members of the Committee of the Board, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting and shall be filed with the Corporate Secretary of the Corporation to be included in the official records of the Corporation. The action taken is effective when the last Director signs the consent unless the consent specifies a different effective date.

        Section 4.11    PRESUMPTION OF ASSENT. — A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting or promptly upon arrival to the holding of or transacting business at the meeting, (b) the Director’s dissent or abstention shall be entered in the minutes of the meeting, (c) the Director shall file a written dissent or abstention to such action with the presiding officer of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered or certified mail to the Corporate Secretary of the Corporation immediately after the adjournment of the meeting, or (d) the Director shall file a written notice to the Corporate Secretary of the Corporation promptly after receiving the minutes of the meeting that the minutes failed to show the Director’s dissention or abstention from the action taken. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

        Section 4.12    VACANCIES. — Except as provided below, any vacancy occurring in the Board of Directors or on any Committee of the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Directors then in office, even if less than a quorum of the Board of Directors. The Director or Directors so chosen shall hold office until the next election of the Class for which such Director or Directors shall have been chosen and until their successors shall have been duly elected and qualified.

        Section 4.13    COMPENSATION. – Non-management Directors and Board Committee Chairpersons shall receive reasonable compensation for their services, consistent with the market practices of other similarly situated companies. Directors who are employees of the Corporation shall receive no fees for serving as Directors. Board compensation will be determined by the Nominating and Corporate Governance Committee upon the recommendation of the Compensation and Personnel Committee, with discussion and concurrence by the Board of Directors. No such compensation shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

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This excerpt taken from the LNT 10-K filed Mar 3, 2006.
Board of Directors means the Board of Directors of Alliant Energy Corporation or any committee of the Board which is designated by the Board of Directors, or permitted by the Bylaws of the Alliant Energy Corporation, to act on behalf of the Board of Directors.

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