{"id":41442,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-dynegy-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-dynegy-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-dynegy-inc.html","title":{"rendered":"By-Laws &#8211; Dynegy Inc."},"content":{"rendered":"<pre>\n                                                                      AS AMENDED\n                                                                FEBRUARY 2, 2000\n                                                            BY RESOLUTION 2000-3\n                                  DYNEGY INC.\n\n                          AMENDED AND RESTATED BYLAWS\n\n\n\n                                   ARTICLE I\n\n                               CORPORATE OFFICES\n\n\n     Section 1. Illinois Registered Office. The registered office of the\ncorporation in the State of Illinois may, but need not, be identical with the\nprincipal office in the State of Illinois, and the address of the registered\noffice may be changed from time to time by the board of directors.\n\n     Section 2. Other Offices. The principal office of the corporation in the\nState of Illinois shall initially be located in the City of Decatur and County\nof Macon. The corporation may also have offices at such other places both within\nand without the State of Illinois as the board of directors may from time to\ntime determine or the business of the corporation may require.\n\n                                   ARTICLE II\n\n                            MEETINGS OF SHAREHOLDERS\n\n     Section 1. Times and Places of Meetings. Meetings of shareholders for any\npurpose may be held at such time and place, within or without the State of\nIllinois, as shall be stated in the notice of the meeting or in a duly executed\nwaiver of notice thereof.\n\n     Section 2. Annual Meetings. Annual meetings of shareholders, commencing\nwith the year 2000, shall be held on the 1st of May if not a legal holiday, and\nif a legal holiday, then on the next business day following, or at such other\ntime as may be provided in a resolution by the board of directors, for the\npurpose of electing directors and for the transaction of such other business as\nmay properly be brought before the meeting. If the election of directors shall\nnot be held on the day designated herein for any annual meeting, or at any\nadjournment thereof, the board of directors shall cause the election to be held\nat a meeting of the shareholders as soon thereafter as conveniently may be.\n\n     Section 3. Special Meetings. Special meetings of shareholders may be called\nby the chairman of the board, the chief executive officer, the president, the\nboard directors, or the holders of not less than one-fifth of all the\noutstanding shares entitled to vote on the matter for which the meeting is\ncalled.\n\n\n\n\n\n     Section 4. Notice of Meetings. Written notice stating the place, day and\nhour of the meeting, and in the case of a special meeting, the purpose or\npurposes for which the meeting is called, shall be delivered not less than ten\nnor more than sixty days before the date of the meeting, or in the case of a\nmerger, consolidation, share exchange, dissolution or sale, lease or exchange of\nassets, not less than twenty nor more than sixty days before the date of the\nmeeting, either personally or by mail, by or at the direction of the chairman of\nthe board, chief executive officer, president or the secretary or other persons\ncalling the meeting, to each shareholder of record entitled to vote at such\nmeeting. If mailed, such notice shall be deemed to be delivered when deposited\nin the United States mail addressed to the shareholder at the shareholder's\naddress as it appears on the records of the corporation, with postage thereon\nprepaid.\n\n     Section 5. Waiver of Notice. Whenever any notice whatsoever is required to\nbe given under the provisions of the Business Corporation Act or the articles of\nincorporation or these by-laws, a waiver thereof in writing signed by the person\nor persons entitled to such notice, whether before or after the time stated\ntherein, shall be deemed equivalent to the giving of such notice. Attendance at\nany meeting shall constitute waiver of notice thereof unless the person at the\nmeeting objects to the holding of the meeting because proper notice was not\ngiven.\n\n     Section 6. Record Date. For the purpose of determining shareholders\nentitled to notice of or to vote at any meeting of shareholders, or shareholders\nentitled to receive payment of any dividend, or in order to make a determination\nof shareholders for any other proper purpose, the board of directors may fix in\nadvance a date as the record date for any such determination of shareholders,\nsuch date in any case to be not more than sixty days and, for a meeting of\nshareholders, not less than ten days, or in the case of a merger, consolidation,\nshare exchange, dissolution or sale, lease or exchange of assets, not less than\ntwenty days, immediately preceding such meeting or other action. If no record\ndate is fixed for the determination of shareholders entitled to notice of or to\nvote at a meeting of shareholders, or shareholders entitled to receive payment\nof a dividend, the date on which notice of the meeting is mailed or the date on\nwhich the resolution of the board of directors declaring such dividend is\nadopted, as the case may be, shall be the record date for such determination of\nshareholders. When a determination of shareholders entitled to vote at any\nmeeting of shareholders has been made as provided herein, such determination\nshall apply to any adjournment thereof.\n\n     Section 7. Voting Lists. The officer or agent having charge of the transfer\nbooks for shares of the corporation shall make, within twenty days after the\nrecord date for a meeting of shareholders or ten days before such meeting,\nwhichever is earlier, a complete list of the shareholders entitled to vote at\nsuch meeting, arranged in alphabetical order, with the address of and the number\nof shares held by each, which list, for a period of ten days prior to such\nmeeting, shall be kept on file at the registered office of the corporation and\nshall be subject to inspection by any shareholder, and to copying at the\nshareholder's expense, at any time during usual business hours. Such list shall\nalso be produced and kept open at the time and place of the meeting and shall be\nsubject to the inspection of any shareholder during the whole time of the\nmeeting. The original share ledger or transfer book, or a duplicate thereof kept\nin this State, shall be prima facie evidence as to who are the shareholders\nentitled to examine such list or share ledger or transfer book or to vote at any\nmeeting of shareholders.\n\n\n                                       2\n\n\n\n     Section 8. Quorum. A majority of the outstanding shares entitled to vote on\na matter, represented in person or by proxy, shall constitute a quorum for\nconsideration of such matter at any meeting of shareholders; provided, that if\nless than a majority of such outstanding shares are represented at the meeting,\na majority of the shares so represented may adjourn the meeting from time to\ntime without further notice until a quorum shall attend. If a quorum is present,\nthe affirmative vote of the majority of such shares represented at the meeting\nand entitled to vote on a matter shall be the act of the shareholders, unless\nthe vote of a greater number or voting by classes is required by the Business\nCorporation Act, the articles of incorporation or these by-laws.\n\n     Section 9. Proxies. A shareholder may appoint a proxy to vote or otherwise\nact for that shareholder by signing a proxy appointment form and delivering it\nto the person so appointed. Such proxy shall be filed with the secretary of the\ncorporation before the time of the meeting. No proxy shall be valid after eleven\nmonths from the date thereof, unless otherwise provided in the proxy. Every\nproxy continues in full force and effect until revoked by the person executing\nit prior to the vote thereon, except to the extent such proxy is irrevocable\nunder applicable law. Such revocation may be effected by a writing delivered to\nthe secretary of the corporation stating that the proxy is revoked, or by a\nsubsequent proxy executed by, or by attendance at the meeting and voting in\nperson by, the person executing the proxy. The dates contained on the forms of\nproxy presumptively determine the order of execution, regardless of the postmark\ndates on the envelopes in which they are mailed.\n\n     Section 10. Voting of Shares. Except as otherwise provided by the articles\nof incorporation or by resolutions of the board of directors providing for the\nissue of any shares of preferred or special classes in series, each outstanding\nshare, regardless of class, shall be entitled to one vote on each matter\nsubmitted to a vote at a meeting of shareholders.\n\n     Section 11. Voting of Shares by Certain Holders. Shares registered in the\nname of another corporation, domestic or foreign, may be voted by any officer,\nagent, proxy or other legal representative authorized to vote such shares under\nthe law of incorporation of such corporation. The corporation may treat the\npresident or other person holding the position of chief executive officer of\nsuch other corporation as authorized to vote such shares, together with any\nother person indicated and any other holder of an office indicated by the\ncorporate shareholder to the corporation as a person or an office authorized to\nvote such shares. Such persons and offices indicated shall be registered by the\ncorporation on the transfer books for shares and included in any voting list\nprepared in accordance with the Business Corporation Act and these by-laws.\nShares registered in the name of a deceased person, a minor ward or a person\nunder legal disability may be voted by his administrator, executor or\ncourt-appointed guardian, either in person or by proxy, without a transfer of\nsuch shares into the name of such administrator, executor or court-appointed\nguardian. Shares registered in the name of a trustee may be voted by such\ntrustee, either in person or by proxy. Shares registered in the name of a\nreceiver may be voted by such receiver, and shares held by or under the control\nof a receiver may be voted by such receiver without the transfer thereof into\nthe receiver's name if authority so to do is contained in an appropriate order\nof the court by which such receiver was appointed. A shareholder whose shares\nare pledged shall be entitled to vote such shares until the shares have been\ntransferred into the name of the pledgee, and thereafter the pledgee shall be\nentitled to\n\n\n                                       3\n\n\n\nvote the shares so transferred. Shares of the corporation owned by the\ncorporation shall not be voted, directly or indirectly, at any meeting and shall\nnot be counted in determining the total number of outstanding shares entitled to\nvote at any given time, but shares of the corporation held by the corporation in\na fiduciary capacity may be voted and shall be counted in determining the total\nnumber of outstanding shares entitled to vote at any given time.\n\n     Section 12. Inspectors. The board of directors, in advance of any meeting\nof shareholders, may appoint one or more persons as inspectors to act at such\nmeeting or any adjournment thereof. If inspectors of election are not so\nappointed, the chairman of the meeting may, or upon the request of any\nshareholder shall, appoint one or more persons as inspectors for such meeting.\nSuch inspectors shall ascertain and report the number of shares represented at\nthe meeting, based upon their determination of the validity and effect of\nproxies; count all votes and report the results; and do such other acts as are\nproper to conduct the election and voting with impartiality and fairness to all\nthe shareholders. Each report of an inspector shall be in writing and signed by\nthe inspector or by a majority of them if there is more than one inspector\nacting at such meeting. If there is more than one inspector, the report of a\nmajority shall be the report of the inspectors. The report of the inspector or\ninspectors on the number of shares represented at the meeting and the results of\nthe voting shall be prima facie evidence thereof.\n\n     Section 13. Voting by Ballot. Voting on any question or in any election may\nbe by voice vote unless the presiding officer shall order that voting be by\nballot.\n\n     Section 14. Organization of Meetings. At each meeting of shareholders, one\nof the following officers shall act as chairman and shall preside thereat, in\nthe following order of precedence: the chairman of the board; the president; any\nvice president acting in place of the president as provided by these by-laws;\nany person designated by the affirmative vote of the holders of a majority of\nthe shares represented at the meeting in person or by proxy and entitled to\nvote.\n\n     Section 15. Notice of Shareholder Business and Nominations.\n\n     (A) Annual Meetings of Shareholders.\n\n          (1) Nominations of persons for election to the board of directors of\nthe corporation and the proposal of business to be considered by the\nshareholders may be made at an annual meeting of shareholders (a) pursuant to\nthe corporation's notice of meeting, (b) by or at the direction of the board of\ndirectors, (c) as expressly provided in the corporation's articles of\nincorporation, or (d) by any shareholder of record of the corporation at the\nrelevant time, provided that shareholders of common stock of the corporation\n(the 'COMMON STOCK SHAREHOLDERS') comply with the notice procedures set forth in\nSection 15(A)(2)-(3) below.\n\n          (2) For nominations or other business to be properly brought before an\nannual meeting by a Common Stock Shareholder, such shareholder must have given\ntimely notice thereof in writing to the secretary of the corporation and such\nother business must be a proper matter for shareholder action. To be timely, the\nCommon Stock Shareholder's notice shall be delivered to the secretary of the\ncorporation at the principal executive offices of the corporation\n\n\n                                       4\n\n\n\nnot later than the close of business on the 90th day nor earlier than the close\nof business on the 120th day prior to the first anniversary of the preceding\nyear's annual meeting; provided, however, that in the event that the date of the\nannual meeting is more than 30 days before or more than 60 days after such\nanniversary date, notice by the shareholder to be timely must be so delivered\nnot earlier than the close of business on the 120th day prior to such annual\nmeeting and not later than the close of business on the later of the 90th day\nprior to such annual meeting or the 10th day following the day on which public\nannouncement of the date of such meeting is first made. In no event shall the\npublic announcement of an adjournment of an annual meeting commence a new time\nperiod for the giving of a Common Stock Shareholder's notice as described above.\nSuch shareholder's notice shall set forth: (a) as to each person whom the\nshareholder proposes to nominate for election or reelection as a director, all\ninformation relating to such person that is required to be disclosed in\nsolicitations of proxies for election of directors in an election contest, or is\notherwise required, in each case pursuant to Regulation 14A under the Securities\nExchange Act of 1934, as amended (the 'EXCHANGE Act'), and Rule 14a-11\nthereunder (including such person's written consent to being named in the proxy\nstatement as a nominee and to serving as a director if elected); (b) as to any\nother business that the shareholder proposes to bring before the meeting, a\nbrief description of the business described to be brought before the meeting,\nthe reasons for conducting such business at the meeting and any material\ninterest in such business of such shareholder and the beneficial owner, if any,\non whose behalf the proposal is made; and (c) as to the shareholder giving the\nnotice and the beneficial owner, if any, on whose behalf the nomination or\nproposal is made (i) the name and address of such shareholder, as they appear on\nthe corporations' book and of such beneficial owner and (ii) the class and\nnumber of shares of the corporation which are owned beneficially and of record\nby such shareholder and such beneficial owner.\n\n          (3) Notwithstanding anything in the second sentence of paragraph\n(A)(2) of this Section 15 to the contrary and except with respect to the first\nannual meeting of the corporation, in the event that the number of directors to\nbe elected to the board of directors of the corporation is increased and there\nis no public announcement naming the nominees for director or specifying the\nsize of the increased board of directors made by the corporation at least 100\ndays prior to the first anniversary of the preceding year's annual meeting, a\nCommon Stock Shareholder's notice required by this Section 15 shall also be\nconsidered timely, but only with respect to nominees for any new positions\ncreated by such increase, if it shall be delivered to the secretary of the\ncorporation at the principal executive offices of the corporation not later than\nthe close of business on the 10th day following the day on which such public\nannouncement is first made by the corporation.\n\n     (B)  Special Meetings of Shareholders. Only such business shall be\n          conducted at a special meeting of shareholders as shall have been\n          brought before the meeting pursuant to a notice of meeting given\n          pursuant to Section 4 of this Article II. Nominations of persons for\n          election to the board of directors may be made at a special meeting of\n          shareholders at which directors are to be elected pursuant to the\n          corporation's notice of meeting (1) by or at the direction of the\n          board of directors or (2) by any shareholder of the corporation who is\n          a shareholder of record at the time of giving of notice provided for\n          in this Section 15, who shall be entitled to\n\n\n                                       5\n\n\n\n          vote at the meeting and who complies with the notice procedures set\n          forth in this Section 15. In the event the corporation calls a special\n          meeting of shareholders for the purpose of electing one or more\n          directors to the board of directors, any such shareholder may nominate\n          a person or persons (as the case may be), for election to such\n          position(s) as specified in the corporation's notice of meeting, if\n          the shareholder's notice required by paragraph (A)(2) of this Section\n          15 shall be delivered to the secretary of the corporation at the\n          principal executive office of the corporation not earlier than the\n          close of business on the 120th day prior to such special meeting and\n          not later than the close of business on the later of the 90th day\n          prior to such special meeting or the 10th day following the day on\n          which public announcement is first made of the date of the special\n          meeting and of the nominees proposed by the board of directors to be\n          elected at such meeting. In no event shall the public announcement of\n          an adjournment of a special meeting commence a new time period for the\n          giving of a shareholder's notice as described above.\n\n     (C) General.\n\n\n          (1) Only such persons who are nominated in accordance with the\nprocedures set forth in this Section 15 shall be eligible to serve as directors\nand only such business shall be conducted at a meeting of shareholders as shall\nhave been brought before the meeting in accordance with the procedures set forth\nin this Section 15. Except as otherwise provided by law, the articles of\nincorporation of the corporation or these by-laws, the chairman of the meeting\nshall have the power and duty to determine whether a nomination or any business\nproposed to be brought before the meeting was made, or proposed, as the case may\nbe, in accordance with the procedures set forth in this Section 15 and, if any\nproposed nomination or business is not in compliance with this Section 15, to\ndeclare that such defective proposal or nomination shall be disregarded.\n\n          (2) For purposes of this Section 15, 'PUBLIC ANNOUNCEMENT' shall mean\ndisclosure in a press release reported by the Dow Jones News Service, Associated\nPress or comparable national news service or in a document publicly filed by the\ncorporation with the Securities and Exchange Commission pursuant to Section 13,\n14 or 15(d) of the Exchange Act.\n\n          (3) Notwithstanding the foregoing provisions of this Section 15, a\nshareholder shall also comply with all applicable requirements of the Exchange\nAct and the rules and regulations thereunder, if any, with respect to the\nmatters set forth in this Section 15. Nothing in this Section 15 shall be deemed\nto affect any rights of (i) shareholders to request inclusion of proposals in\nthe corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act\nor (ii) the holders of any series of preferred shares of the corporation to\nelect directors under specified circumstances.\n\n          (4) No provision of this Section 15 shall apply to the election of any\nClass B Director (as defined in the Articles of Incorporation).\n\n\n                                       6\n\n\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n     Section 1. Powers. The business and affairs of the corporation shall be\nmanaged by or under the direction of its board of directors.\n\n     Section 2. Tenure and Qualifications. Each director shall hold office until\nthe next annual meeting of shareholders following his or her election and until\nhis or her successor shall have been duly elected and qualified or until his or\nher earlier death, resignation or removal. A director need not be a resident of\nthe State of Illinois or a shareholder of the corporation. A director may resign\nat any time by giving written notice to the board of directors, or to the\nchairman of the board, chief executive officer, president or secretary of the\ncorporation. A resignation shall be effective when the notice is given, unless\nthe notice specifies a future date. In addition to the directors who shall be\nelected by the shareholders of the corporation, the board of directors may also\ndesignate, by resolution of the Board, an advisory director who shall be\nentitled to attend all meetings of the board, but shall not be entitled to vote\non any matters before the board. Except as set forth in this Section 2, the\nadvisory director shall have no rights as a director either under these Bylaws,\nDynegy's charter, Illinois law or any other agreement to which the corporation\nis a party. Notwithstanding the foregoing, an advisory director shall be\nentitled to receive compensation for his or her services as a director in the\nsame amount and manner that such director would be entitled to receive\ncompensation as an employee director or non-employee director, as the case may\nbe, if such director were elected by the stockholders of the corporation.'\n\n     Section 3. Place of Meetings. The board of directors of the corporation may\nhold meetings, both regular and special, either within or without the State of\nIllinois.\n\n     Section 4. Regular Meetings. A regular meeting of the board of directors\nshall be held without other notice than this by-law, immediately after, and at\nthe same place as, the annual meeting of shareholders. Other regular meetings of\nthe board of directors may be held without notice at such time and at such place\nas shall from time to time be determined by the board.\n\n     Section 5. Special Meetings. Special meetings of the board of directors may\nbe called by the chairman of the board and shall be called by the chairman of\nthe board or secretary on the written request of three directors or the sole\ndirector, as the case may be.\n\n     Section 6. Notice. Notice of any special meeting shall be given: (i) at\nleast five days prior thereto if the notice is given personally or by an\nelectronic transmission, (ii) at least five business days prior thereto if the\nnotice is given by having it delivered by a third party entity that provides\ndelivery services in the ordinary course of business and guarantees delivery of\nthe notice to the director no later than the following business day, and (iii)\nat least seven business days prior thereto if the notice is given by mail.\nNotice of any meeting where any actions described in Section 7.(B) will be\nconsidered shall be given to Class B directors at least 30 days before the vote\non any such action and shall set forth the material terms thereof. For this\n\n\n                                       7\n\n\n\npurpose, the term 'ELECTRONIC TRANSMISSION' may include, but shall not be\nlimited to, a facsimile, email or other electronic means. Notice shall be\ndelivered to the director's business address and\/or telephone number and shall\nbe deemed given upon electronic transmission, upon delivery to the third party\ndelivery service, or upon being deposited in the United States mail with postage\nthereon prepaid. Any director may waive notice of any meeting by signing a\nwritten waiver of notice either before or after the meeting. Attendance of a\ndirector at any meeting shall constitute a waiver of notice of such meeting,\nexcept when a director attends a meeting for the express purpose of objecting to\nthe transaction of any business because the meeting is not lawfully called or\nconvened. Neither the business to be transacted at, nor the purpose of, any\nregular or special meeting of the board of directors need be specified in the\nnotice or waiver of notice of such meeting.\n\n     Section 7. Quorum; Vote Required, Actions Requiring Approval.\n\n     (A) Except as provided in Section 7.(B), a majority of the directors then\nin office, but not less than a majority of the minimum number of directors\nspecified by the articles of incorporation for the variable range of the number\nof directors, shall constitute a quorum for the transaction of business at any\nmeeting of the board of directors, and the act of a majority of the directors\npresent at a meeting at which a quorum is present shall be the act of the board\nof directors. If less than a majority of such number of directors are present at\nthe meeting, a majority of the directors present may adjourn the meeting from\ntime to time without further notice.\n\n     (B) Notwithstanding anything to the contrary herein, so long as any shares\nof Class B Common Stock of the corporation are issued and outstanding and the\nholders of Class B Common Stock have not terminated their rights to block such\nactions granted to them under Section 4.1 of the Shareholder Agreement between\nthe corporation and Chevron U.S.A., Inc., dated June 13, 1999, the corporation\nshall not take (or permit to be taken in its capacity as a shareholder or\npartner or otherwise permit any subsidiary of the corporation to take) any of\nthe following actions if all of the Class B directors present at the meeting\nwhere such action is considered vote against such action:\n\n          (1) amendment of Article II, Section 15(C)(4), Article III, Sections\n6, 7.(B), 7.(C), or 12, Article IV, Section 1, Article V, Section 1, or Article\nIX of these Bylaws, or amendment of Article IV, Section 2A. of the articles of\nincorporation of the corporation;\n\n          (2) adoption of any provision of these Bylaws or amendment to the\narticles of incorporation which would substantially and adversely affect the\nrights of the holders of the Class B Common Stock.\n\n          (3) authorization of new shares of any stock of the corporation where\nthe aggregate consideration to be received by the corporation therefor exceeds\nthe greater of (a) $1 billion or (b) one-quarter of the Corporation's Market\nCapitalization;\n\n          (4) any disposition of all or substantially all of the corporation's\nLiquids Business (defined below) or Gas Marketing Business (as defined below),\nso long as there shall\n\n\n                                       8\n\n\n\nbe in effect any substantial agreements between Chevron U.S.A. Inc. and Dynegy\nrelating to such businesses, except for a contribution of such Liquids Business\nto a joint venture, limited liability company or other form of partnership in\nwhich the corporation has a majority direct or indirect interest;\n\n          (5) any merger or consolidation of the corporation or any subsidiary\n(other than a merger or consolidation by a subsidiary with the corporation or\nanother subsidiary), any joint venture, any liquidation or dissolution of the\ncorporation, any voluntary initiation of a proceeding in bankruptcy or\nacquiescence to an involuntary initiation of a proceeding in bankruptcy, any\nacquisition of stock or assets by the corporation or its subsidiaries, or any\nissuance of common or preferred stock by the corporation, any of which would\nresult in the payment or receipt of consideration (including the incurrence or\nassumption of indebtedness and liabilities) having a fair market value exceeding\nthe greater of (a) $1 billion or (b) one-quarter of the Corporation's Market\nCapitalization (as defined below); or\n\n          (6) any other material transaction (or series of related transactions)\nwhich would result in the payment or receipt of consideration (including the\nincurrence or assumption of indebtedness and liabilities) having a fair market\nvalue exceeding the greater of (a) $1 billion or (b) one-quarter of the\nCorporation's Market Capitalization, and is out of the ordinary course of\nbusiness for the corporation.\n\n     For purposes of this Section, the 'CORPORATION'S MARKET CAPITALIZATION'\nmeans the sum of (a) the product of (x) the total number of shares outstanding\nof Class A and Class B Common Stock of the corporation on the relevant date and\n(y) the closing price of the Class A Common Stock on the New York Stock Exchange\n('NYSE') at the end of the regular session represented by the consolidated tape,\nNetwork A, (b) the product of (x) the total number of shares outstanding of all\nof the corporation's NYSE traded preferred stock on the relevant date and (y)\nthe closing price of such preferred stock on the NYSE at the end of the regular\nsession represented by the consolidated tape, Network A and (c) the aggregate\nvalue of the liquidation preference of any non-NYSE listed non-convertible stock\nof the corporation and (d) the aggregate value of the greater of the liquidation\npreference and the value of the underlying common stock (calculated in\naccordance with (a) of this paragraph) issuable upon conversion of any non-NYSE\nlisted convertible preferred stock on the relevant date. The 'LIQUIDS BUSINESS'\nmeans the processing of natural gas to produce natural gas liquids, the\nfractionation of natural gas liquids, and the purchase, sale and transportation\nof such natural gas liquids. The 'Gas Marketing Business' shall mean the\npurchase, receipt, sale and delivery of natural gas, excluding the retail gas\ndistribution business conducted by Illinova Corporation ('ILLINOVA') and its\naffiliates prior to the closing of the transactions contemplated by the\nAgreement and Plan of Merger, dated as of June 13, 1999, by and among the\nCorporation, Illinova, Dynegy, Inc., Energy Convergence Acquisition Corporation,\nand Dynegy Acquisition Corporation.\n\n     (C) The executive officers of the Corporation shall advise the members of\nthe Board of Directors of the consideration of a proposal relating to any matter\nof the type described in Section 7.(B) at such time as they determine to give\nsubstantive attention to such proposal.\n\n\n                                       9\n\n\n\n     Section 8. Informal Action by Directors. Any action required to be taken at\na meeting of the board of directors, or any other action which may be taken at a\nmeeting of the board of directors or a committee thereof, may be taken without a\nmeeting if a consent in writing, setting forth the action so taken, shall be\nsigned by all the directors entitled to vote with respect to the subject matter\nthereof, or by all the members of such committee, as the case may be. The\nconsent shall be evidenced by one or more written approvals, each of which sets\nforth the action taken and bears the signature of one or more directors. All the\napprovals evidencing the consent shall be delivered to the secretary to be filed\nin the corporate records. The action taken shall be effective when all the\ndirectors have approved the consent unless the consent specifies a different\neffective date. Any such consent signed by all the directors or all the members\nof a committee shall have the same effect as a unanimous vote, and may be stated\nas such in any document filed with the Secretary of State of Illinois under the\nBusiness Corporation Act.\n\n     Section 9. Participation with Communications Equipment. Members of the\nboard of directors or of any committee of the board of directors may participate\nin and act at any meeting of such board or committee through the use of a\nconference telephone or other communications equipment by means of which all\npersons participating in the meeting can hear each other. Participation in such\nmeeting shall constitute attendance and presence in person at the meeting of the\nperson or persons so participating.\n\n     Section 10. Compensation of Directors. The board of directors shall have\nthe authority to fix the compensation of directors by the affirmative vote of a\nmajority of the directors then in office and irrespective of any personal\ninterest of any of its members. In addition, the directors may be paid their\nexpenses, if any, of attendance at each meeting of the board of directors. No\nsuch payment shall preclude any director from serving the corporation in any\nother capacity and receiving compensation therefor. Members of special or\nstanding committees may be compensated additionally for so serving.\n\n     Section 11. Presumption of Assent. A director of the corporation who is\npresent at a meeting of the board of directors at which action on any corporate\nmatter is taken shall be conclusively presumed to have assented to the action\ntaken unless the dissent of that director shall be entered in the minutes of the\nmeeting or unless that director shall file a written dissent to such action with\nthe person acting as the secretary of the meeting before the adjournment thereof\nor shall forward such dissent by registered or certified mail to the secretary\nof the corporation immediately after the adjournment of the meeting. Such right\nto dissent shall not apply to a director who voted in favor of such action.\n\n     Section 12. Agenda Items. No action may be taken at a meeting of the board\nof directors with respect to any matter that was not previously set forth on an\nagenda for such meeting delivered to the directors at least two business days\nprior to such meeting if either a majority of the Class B Directors present at\nsuch meeting or a majority of the other directors present at such meeting oppose\ntaking action at such meeting with respect to such matter.\n\n\n                                       10\n\n\n\n                                   ARTICLE IV\n\n                      COMMITTEES OF THE BOARD OF DIRECTORS\n\n     Section 1. Establishment of Committees. A majority of the directors may\ncreate one or more committees and appoint members of the board of directors to\nserve on the committee or committees. Each committee shall have two or more\nmembers, who serve at the pleasure of the board of directors. The board of\ndirectors may designate one or more directors as alternate members of any\ncommittee, who may replace any absent or disqualified member at any meeting of\nsuch committee. Any vacancy in a committee may be filled by the board of\ndirectors. Each committee shall keep regular minutes of its meetings and report\nthe same to the board of directors as required. Unless precluded by applicable\nlaw or any applicable rule of the New York Stock Exchange, Inc., each committee\nother than the Nomination Committee shall have at least one Class B Director\nthereon.\n\n     Section 2. Manner of Acting. Unless the appointment by the board of\ndirectors requires a greater number, a majority of any committee shall\nconstitute a quorum and a majority of a quorum shall be necessary for action by\nany committee. A committee may act by unanimous consent in writing without a\nmeeting. Each committee, by majority vote of its members, shall determine the\ntime and place of meetings and the notice required therefor.\n\n     Section 3. Authority of Committees. To the extent specified by resolution\nof the board of directors and these by-laws, each committee may exercise the\nauthority of the board of directors, provided, however, a committee may not:\n\n     a)   authorize distributions, except for dividends to be paid with respect\n          to shares of any preferred or special classes or any series thereof;\n\n     b)   approve or recommend to shareholders any act requiring the approval of\n          shareholders under applicable law;\n\n     c)   fill vacancies on the board or any committee;\n\n     d)   elect or remove officers or fix the compensation of any member of the\n          committee;\n\n     e)   adopt, amend or repeal these by-laws;\n\n     f)   approve a plan of merger not requiring shareholder approval;\n\n     g)   authorize or approve reacquisition of shares, except according to a\n          general formula or method prescribed by the board of directors;\n\n     h)   authorize or approve the issuance or sale, or contract for sale, of\n          shares, or determine the designation and relative rights, preferences,\n          and limitations of a series of shares, except the board may direct\n          that a committee may fix the specific terms of the issuance or sale or\n          contract for sale, or the number of shares to be allocated to\n          particular employees under an employee benefit plan; or\n\n\n                                       11\n\n\n\n     i)   amend, alter, repeal, or take action inconsistent with any resolution\n          or action of the board of directors when the resolution or action of\n          the board of directors provides by its terms that it shall not be\n          amended, altered or repealed by action of a committee.\n\nSection 4.\n\n     (a)  Executive Committee. The Board of Directors shall establish an\n          Executive Committee. The Executive Committee, during intervals between\n          meetings of the Board of Directors, shall have, and may exercise,\n          subject to the limitations contained in Section 3 of this Article, the\n          powers of the Board of Directors in the management of the business and\n          affairs of the corporation.\n\n     (b)  Compensation Committee. The Board of Directors shall establish a\n          Compensation Committee consisting of directors who are not otherwise\n          employed by the corporation. The Compensation Committee shall review\n          from time to time, the salaries, compensation and employee benefits\n          (other than option plans and grants) for the executive officers and\n          employees of the corporation and make recommendations to the board of\n          directors concerning such matters.\n\n     (c)  Nomination Committee. The Board of Directors shall establish a\n          Nomination Committee consisting of directors who are not otherwise\n          employed by the corporation. The Nomination Committee shall consider\n          matters related to corporate governance, develop general criteria\n          regarding the selection and qualifications for members of the Board of\n          Directors and recommend candidates for election to the Board of\n          Directors.\n\n     (d)  Options Committee. The Board of Directors shall establish an Options\n          Committee comprised solely of independent 'disinterested' directors.\n          The Options Committee shall be responsible for all aspects of the\n          Company's stock plans including plan administration, and shall review\n          and recommend to the Board of Directors new plans or changes to\n          current plans, including increasing the number of shares reserved for\n          such plans.'\n\n     (e)  Finance Committee. The Board of Directors shall establish a Finance\n          Committee. The Finance Committee shall review major financial\n          decisions of the corporation and make recommendations to the Board of\n          Directors concerning such matters.\n\n     (f)  Audit Committee. The Board of Directors shall establish an Audit\n          Committee consisting solely of independent, 'disinterested' directors.\n          The Audit Committee shall review the selection and qualifications of\n          the independent public accountants employed by the corporation to\n          audit the financial statements of the corporation and the scope and\n          adequacy of their audits, consider recommendations made by such\n          independent public accountants, review internal financial audits of\n          the\n\n\n                                       12\n\n\n\n          corporation, and report any additions or changes it deems necessary to\n          the Board of Directors.'\n\n     (g)  Risk and Environmental Committee. The Board of Directors shall\n          establish a Risk and Environmental Committee consisting of directors\n          who are not otherwise employed by the corporation. The Risk and\n          Environmental Committee shall consider matters related to insurance\n          and environmental issues and shall make recommendations to the Board\n          of Directors concerning such matters.\n\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n     Section 1. Officers. The officers of the corporation shall consist of a\nchief executive officer, chairman of the board, president, one or more vice\npresidents (the number, seniority and any other designations thereof to be\ndetermined by the board of directors), a secretary, a treasurer, a controller,\nand such other officers as may be elected by the board of directors. Any two or\nmore offices may be held by the same person.\n\n     Section 2. Additional Officers and Agents. The board of directors may\nappoint such other officers and agents as it shall deem necessary, who shall\nexercise such powers and perform such duties as shall be determined from time to\ntime by the board.\n\n     Section 3. Compensation of Officers. The compensation of all officers and\nagents of the corporation shall be fixed by or under the direction of the board\nof directors. No officer shall be prevented from receiving such compensation by\nreason of the fact that such officer is also a director of the corporation.\n\n     Section 4. Term of Office and Vacancy. Each elected officer shall hold\noffice until a successor is elected and qualified or until such officer's\nearlier resignation or removal. Any vacancy occurring in any office of the\ncorporation shall be filled by the board of directors for the unexpired portion\nof the term. Each appointed officer shall serve at the pleasure of the board of\ndirectors. Election or appointment of an officer or agent shall not of itself\ncreate contract rights.\n\n     Section 5. Removal. Any officer or agent may be removed by the board of\ndirectors whenever in its judgment the best interests of the corporation will be\nserved thereby, but such removal shall be without prejudice to the contract\nrights, if any, of the person so removed. Election or appointment of an officer\nor agent shall not of itself create contract rights.\n\n     Section 6. Chief Executive Officer. The chairman of the board may, but need\nnot, be the chief executive officer of the corporation. The chief executive\nofficer shall (a) determine and administer the policies of the corporation,\nsubject to the instructions of the board of directors; (b) be authorized to\nexecute all documents in the name and on behalf of the corporation; and (c)\nperform all duties incident to the office of chief executive officer and such\nother duties as the board of directors or bylaws may from time to time\nprescribe.\n\n\n                                       13\n\n\n\n     Section 7. Chairman of the Board. The chairman of the board, or in his or\nher absence, the president, shall preside at all meetings of the shareholders\nand the board of directors.\n\n     Section 8. President. The president shall (a) be the chief operating\nofficer of the corporation, and shall in general be in charge of the operations\nof the corporation, subject to the control of the board of directors; (b) be\nauthorized to execute all documents in the name and on behalf of the\ncorporation; and (c) perform all duties incident to the office of president and\nsuch other duties as the board of directors may from time to time prescribe.\n\n     Section 9. Vice Presidents. In the absence of the president or in the event\nof the inability or refusal of the president to act, the vice president (or in\nthe event there is more than one vice president, the vice presidents in the\norder of seniority of title, or in the event of equal seniority, then in the\norder designated, or in the absence of any designation, then in the order named\nin the most recent resolution providing for the annual election of officers)\nshall perform the duties of the president, and when so acting, shall have all\nthe powers of and be subject to all the restrictions upon the president. Any\nvice president shall perform such other duties and have such other powers as the\nboard of directors or the chief executive officer or president may from time to\ntime prescribe.\n\n     Section 10. Secretary. The secretary shall (a) attend meetings of the board\nof directors and meetings of the shareholders and record minutes of the\nproceedings of the meetings of the shareholders and of the board of directors,\nand when required, shall perform like duties for the committees of the board;\n(b) assure that all notices are duly given in accordance with the provisions of\nthese by-laws or as required by law; (c) maintain custody of the corporate\nrecords of the corporation; (d) keep or cause to be kept a register of the post\noffice address of each shareholder as furnished to the secretary by such\nshareholder; (e) sign with the chief executive officer, president or a vice\npresident certificates for shares of the corporation, the issuance of which\nshall have been authorized by resolution of the board of directors; (f) have\ncharge of the stock transfer books of the corporation and authority over a stock\ntransfer agent, if any; (g) certify copies of the bylaws, resolutions of the\nshareholders and board of directors and committees thereof and other documents\nof the corporation as true and correct copies thereof; and (h) perform all\nduties incident to the office of secretary and such other duties as the board of\ndirectors or the chief executive officer or president may from time to time\nprescribe.\n\n     Section 11. Assistant Secretaries. The assistant secretary, or if there is\nmore than one, the assistant secretaries, respectively, as authorized by the\nboard of directors, may sign with the president or a vice president certificates\nfor shares of the corporation, the issuance of which shall have been authorized\nby resolution of the board of directors, and shall, in the absence of the\nsecretary or in the event of the inability or refusal of the secretary to act,\nperform the duties and exercise the powers of the secretary, and shall perform\nsuch other duties as the board of directors, chief executive officer, president\nor secretary may from time to time prescribe.\n\n     Section 12. Treasurer. The treasurer shall (a) have custody of the funds\nand securities of the corporation; (b) deposit all moneys and other valuable\neffects in the name and to the credit of the corporation in such depositories as\nmay be designated by the board of directors; (c) maintain adequate accounts of\nthe corporation; (d) disburse the funds of the corporation as\n\n\n                                       14\n\n\n\nmay be ordered by the board of directors; (e) submit financial statements to the\npresident and the board of directors; and (f) perform all duties incident to the\noffice of treasurer and such other duties as the board of directors or the chief\nexecutive officer or president may from time to time prescribe.\n\n     Section 13. Assistant Treasurers. The assistant treasurer, or if there is\nmore than one, the assistant treasurers, respectively, as authorized by the\nboard of directors, shall, in the absence of the treasurer or in the event of\nthe inability or refusal of the treasurer to act, perform the duties and\nexercise the power of the treasurer and shall perform such other duties and have\nsuch other power as the board of directors, the chief executive officer,\npresident or treasurer may from time to time prescribe.\n\n     Section 14. Controller. The controller shall conduct the accounting\nactivities of the corporation, including the maintenance of the corporation's\ngeneral and supporting ledgers and books of account, operating budgets, and the\npreparation and consolidation of financial statements.\n\n     Section 15. General Powers of Officers. The chairman of the board, chief\nexecutive officer, president, any executive vice president, senior vice\npresident and any vice president, may sign without countersignature or\nattestation any deeds, mortgages, bonds, contracts, reports to public agencies,\nor other instruments whether or not the board of directors has expressly\nauthorized execution of such instruments, except in cases where the signing and\nexecution thereof shall be expressly delegated by the board of directors or by\nthese by-laws solely to some other officer or agent of the corporation, or shall\nbe required by law to be otherwise signed or executed. Any other officer of this\ncorporation may sign contracts, reports to public agencies, or other instruments\nwhich are in the regular course of business and within the scope of his or her\nauthority, except where the signing and execution thereof shall be expressly\ndelegated by the board of directors or by these by-laws to some other officer or\nagent of the corporation, or shall be required by law to be otherwise signed or\nexecuted.\n\n                                   ARTICLE VI\n\n                      CONTRACTS, LOANS, CHECKS AND DEPOSITS\n\n     Section 1. Contracts. The board of directors may authorize any officer or\nofficers, or agent or agents, to enter into any contract and execute and deliver\nany instrument in the name of and on behalf of the corporation, and such\nauthority may be general or confined to specific instances.\n\n     Section 2. Checks, Drafts, Notes. All checks, drafts or other orders for\nthe payment of money, notes and other evidences of indebtedness, issued in the\nname of the corporation, shall be signed by such officer or officers, or agent\nor agents, of the corporation and in such manner as shall from time to time be\ndetermined by resolution of the board of directors.\n\n\n                                       15\n\n\n\n     Section 3. Deposits. All funds of the corporation other than petty cash\nshall be deposited to the credit of the corporation in such banks, trust\ncompanies or other depositories as the board of directors may select.\n\n                                   ARTICLE VII\n\n                                     SHARES\n\n     Section 1. Issued Shares. The issued shares of the corporation may be\nrepresented by certificates, or may be uncertificated shares, in either case in\nwhole or in part, as determined and authorized by the board of directors.\n\n     Section 2. Certificates for Shares. Certificates representing shares of the\ncorporation shall be in such form as may be determined by the board of\ndirectors. Such certificates shall be signed by the chairman of the board, chief\nexecutive officer or president and by the secretary or an assistant secretary.\nIf a certificate is countersigned by a transfer agent or registrar, other than\nthe corporation itself or its employee, any other signatures or countersignature\non the certificate may be facsimiles. If any officer of the corporation, or any\nofficer or employee of the transfer agent or registrar, who has signed or whose\nfacsimile signature has been placed upon such certificate ceases to be an\nofficer of the corporation, or an officer or employee of the transfer agent or\nregistrar, before such certificate is issued, the certificate may be issued by\nthe corporation with the same effect as if the officer of the corporation, or\nthe officer or employee of the transfer agent or registrar, had not ceased to be\nsuch at the date of its issue. Certificates for shares shall be individually\nnumbered or otherwise individually identified. Each certificate for shares shall\nstate the name of the registered owner of the shares in the stock ledger, the\nnumber and the class and series, if any, of such shares, and the date of\nissuance of the certificate. If the corporation is authorized to issue more than\none class of stock, a full summary or statement of all of the designations,\npreferences, qualifications, limitations, restrictions, and special or relative\nrights of each class authorized to be issued, and, if the corporation is\nauthorized to issue any preferred or special class in series, the variations in\nthe relative rights and preferences among such series, shall be set forth upon\nthe face or back of the certificate. Such statement may be omitted if it shall\nbe set forth upon the face or back of the certificate that such statement, in\nfull, will be furnished by the corporation to any shareholder upon request and\nwithout charge.\n\n     Section 3. Uncertificated Shares. The board of directors may provide by\nresolution that some or all of any or all classes and series of its shares shall\nbe uncertificated shares, and may provide an election by individual shareholders\nto receive certificates or uncertificated shares and the conditions of such\nelection, provided that such resolution shall not apply to shares represented by\na certificate until such certificate is surrendered to the corporation. Within a\nreasonable time after the registration of issuance or transfer of uncertificated\nshares, the corporation shall send to the registered owner thereof a written\nnotice containing the information required to be set forth or stated on\ncertificates pursuant to the Business Corporation Act or these by-laws. Except\nas otherwise expressly provided by law, the rights and obligations of the\nholders of uncertificated shares and rights and obligations of the holders of\ncertificates representing shares of the same class and series shall be\nidentical.\n\n\n                                       16\n\n\n\n     Section 4. Registration of Transfers of Shares. Transfers of shares shall\nbe registered in the records of the corporation upon request by the registered\nowner thereof in person or by a duly authorized attorney, upon presentation to\nthe corporation or to its transfer agent (if any) of a duly executed assignment\nand other evidence of authority to transfer, or proper evidence of succession,\nand, if the shares are represented by a certificate, a duly endorsed certificate\nor certificates for shares surrendered for cancellation, and with such proof of\nthe authenticity of the signatures as the corporation or its transfer agent may\nreasonably require. The person in whose name shares are registered in the stock\nledger of the corporation shall be deemed the owner thereof for all purposes as\nregards to the corporation.\n\n     Section 5. Lost Certificates. The corporation may issue a new share,\ncertificate in the place of any certificate theretofore issued by it, alleged to\nhave been lost, stolen, or destroyed, upon the making of an affidavit of that\nfact, by the person claiming the share certificate to be lost, stolen or\ndestroyed. When authorizing such issuance of a new certificate or certificates\nthe board of directors may, in its discretion and as a condition precedent to\nthe issuance thereof, require the owner of such lost, stolen or destroyed\ncertificate or certificates, or the owner's legal representative, to advertise\nthe same in such manner as it shall require or to give the corporation a bond in\nsuch sum as it may direct as indemnity against any claim that may be made\nagainst the corporation with respect to the certificate or certificates alleged\nto have been lost, stolen or destroyed.\n\n                                  ARTICLE VIII\n\n                                OTHER PROVISIONS\n\n     Section 1. Distributions. The board of directors may authorize, and the\ncorporation may make, distributions to its shareholders, subject to any\nrestriction in the articles of incorporation and subject to any limitations\nprovided by law.\n\n     Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed,\nand shall be subject to change, by the board of directors.\n\n     Section 3. Seal. The board of directors may, but shall not be required to,\nprovide by resolution for a corporate seal, which may be used by causing it, or\na facsimile thereof, to be impressed or affixed or in any other manner\nreproduced.\n\n                                   ARTICLE IX\n\n                                EMERGENCY BY-LAWS\n\n     Section 1. Emergency Board of Directors. In the event a quorum of the board\nof directors cannot readily be convened for action due to (a) an attack or\nimminent attack on the United States or any of its possessions, (b) any nuclear\nor atomic disaster, or (c) any other catastrophe or emergency condition, the\nvacant director positions shall be filled by the following persons (provided in\neach case such person is not already a director and is willing and able to\nserve) in the following order: the president, the vice presidents in order of\nseniority, the\n\n\n                                       17\n\n\n\ntreasurer, the secretary, any other officers in order of seniority and any other\npersons in such order as named by the board of directors on any list as it may\ncompile from time to time for purposes of appointing such successor directors;\nprovided, however, that to the extent possible, the holders of Class B Common\nStock shall be entitled to nominate a number of directors to such board of\ndirectors proportionate to the representation on the board of directors\nimmediately prior to such emergency condition to which the holders of Class B\nCommon Stock were entitled. Such new board of directors shall be referred to as\nthe emergency board of directors of the corporation. The initial Chairman of the\nBoard of the emergency board of directors ('CHAIRMAN') shall be the\nregularly-elected director, if any, who has served on the board of directors for\nthe longest period of time and, if all directors on the emergency board of\ndirectors are successor directors appointed pursuant to this Section, the\nChairman shall be determined according to the same order of priority as such\nsuccessor directors are appointed pursuant to this Section. The directors\nappointed pursuant to this Section shall serve until the next annual or special\nmeeting of shareholders at which directors are to be elected or until the\nemergency condition shall have terminated.\n\n     Section 2. Powers. The emergency board of directors shall have all of the\nrights, powers and duties of the board of directors except such emergency board\nof directors may not amend the Articles of Incorporation of the corporation nor\napprove a merger, sale of all or substantially all of the assets of the\ncorporation, liquidation or dissolution.\n\n     Section 3. Notice of Meetings. Notice of any meeting of the emergency board\nof directors held during any emergency described in Section l of this Article IX\nmay be given only to such directors or successor directors as it may be feasible\nto reach at the time and by such means as may be feasible at the time,\nincluding, without limitation, publication or radio.\n\n     Section 4. Liability. No officer, director or employee of the corporation\nacting in accordance with this Article IX shall be liable to the corporation,\nexcept for willful misconduct.\n\n     Section 5. By-laws. To the extent not inconsistent with this Article IX,\nthe by-laws of the corporation shall remain in effect during any emergency\ndescribed in Section l of this Article IX.\n\n     Section 6. Interpretation. If, by operation of law or otherwise, any of the\nprovisions of this Article IX are deemed to be invalid or not controlling, such\nprovisions shall be construed by any court or agency having competent\njurisdiction as a determinative factor evidencing the intent of the corporation.\n\n                                    ARTICLE X\n\n                                   AMENDMENTS\n\n     Subject to the provisions of the Articles of Incorporation, these by-laws\nmay be altered, amended or repealed, and new by-laws may be adopted, by the\nboard of directors; provided that no amendment or repeal of Article II, Section\n15(c)(4), Article III, Sections 6, 7.(B), 7.(C) or 12, Article IV, Section 1,\nArticle V, Section 1, or Article IX, Section 1, nor the adoption of any\n\n\n                                       18\n\n\n\nprovision of these Bylaws which would substantially and adversely affect the\nrights of the holders of Class B Common Stock shall be effective except upon the\napproval of the affirmative vote of the majority of the Class B directors and a\nmajority of the entire number of directors then in office. Subject to the\nprovisions of the articles of incorporation, these by-laws may also be altered,\namended or repealed by the shareholders of the corporation.\n\n                                   ARTICLE XI\n\n                     INDEMNIFICATION OF EMPLOYEES AND AGENTS\n\nThe corporation may indemnify any agent or employee of the corporation who was\nor is a party or is threatened to be made a party to any threatened, pending or\ncompleted action, suit or proceeding (including, but not limited to any such\nproceeding by or in the right of the corporation) whether civil, criminal,\nadministrative or investigative, by reason of the fact that he is or was serving\nthe corporation at its request and in the course and scope of his duties and\nacting in good faith and in a manner he reasonably believed to be in, or not\nopposed to, the best interests of the corporation, against expenses (including\nreasonable attorney's fees) actually and reasonably incurred by him in\nconnection with the defense or settlement of such action, suit or proceeding.\n\n\n\n                                       19\n\n                                       \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7381],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9573,9574],"class_list":["post-41442","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dynegy-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41442","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41442"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41442"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41442"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41442"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}