Complete Docket - South Dakota Public Utilities Commission - State ...

By a majority of the whole board, to designate orrc ar mnrPI
(iv)
committees, each colnrnittee ro consisr cf one or more of the dire4cto.r~ of the cor-yuamtion;
The board may designate one or more directors as alternate mernf3ers of;urqt cGr"nmfttce+
who may replace any absent or disqualified member of any con~~xitittcc. The bykws may
pro\:idc that in the absence or disqualification of a member oFa comittcr. the z3emkr
or members thereof present at any meeting and not disqualified firam voting, rr-hsrheg c3r
not he or they constitute a quorum, may unanimously appoint anclther member ~X'the
board of directors to act at the meeting in the place of any suck 8bst=nz Qr: dbsquafiSeb
member. Any such committee, to the extent provided in the resolution af the board rtzr
directors, or in the bylaws of the corporation, shall have and may exemisc all the ~ W C E
and authority of the board of directors in the management of the busincss nffais
the corporation, and may authorize the seal of the corporation to be affixed to ail pnwrt;
which may require it; but no such cornn~ittee shall have the power or a\rtharity in
reference to arnending the Certificate of Incorporation (except thiat n r;lomtnittce: map. tc
the exrent authorized in the resolution or resolutions providing fc~r the issuaace ~F$l%irr;'s
of' stock adopted by the board of directors as provided in Section 15 ifii] of the Octne~d
Corporation Law of the State of Delaware, fix any of the preferences or fight^ %?f sktfk
shares relating to dividends, redemption, dissolution, any distribl~iorz of asset3 of lhc
corporation or the conversion into, or the exchange of such sharrts far, shares sf rrny otherclass
or classes or any other scrics of the same or any other class OF cfmses af stack ofthe
corporation), adopting an agreement of merger or consolidation under Seczi~ns 25 t tat
252 of the Cei~eral Corporation Law of the State of Del:lawarc, rt;cornmt;ndirtg to ah@
srockholders the sale, tease or exchange, of all or substantially all ctfih~: ~aprarion*~
property and assets, recommending to the stockholders a dissola~ih'un of the d~f73fxrillilti~d wr
a rcvocadon of 2t dissolution, or amending the bylaws ofthtttc corporation; nmd, unless rhc
resolution or bylaws expressly so provide, no such committee sirakl have the ~GFY&P or
authority to declare a dividend, to authorize the issuanec crfstock, or to adopt i, ccntlieat&
of ownership and merger pursuant to Section 253 of the Genemi Crrworatlan, Law ~Ediro
State of Delaware.
(v) When and as authorized by the stolckirc~lder;; in %~z&nhn~e
with szsute, to sell, lease or exchange all. or substantirrlty alf ofthe property ;art$ iaBett3; af
the corporation, including its good will and its corporate fiarlc!~iscs~ Upon sir& terms ;~nd
conditions and for such consideration, which may consist in whale or' irr part nf mawcy I;sr
property including shares of stock in, and/or other securities ofl any ujthcr csrqrunxric;xn 0~
r,aporaticns, as ils board of directors shall deem expedient and fisr the bt.t;r inkcrests uf
tht corporarian.