UNION ELECTRIC COMPANY
B Y - L A W S
As Amended to June 11, 1998
Section 1. The annual meeting of the stockholders of the Company shall be held on the third Thursday of April in
each year (or if said day be a legal holiday, then on the next succeeding day not a legal holiday), at the registered
office of the Company in the City of St. Louis, State of Missouri, or at such other place within or without the
State of Missouri as may be stated in the notice of meeting, for the purpose of electing directors and of
transacting such other business as may properly be brought before the meeting.
Section 2. Special meetings of the stockholders may be called by the Chief Executive Officer or by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of directors which the Company
would have if there were no vacancies.
Section 3. Written or printed notice of each meeting of stockholders stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be
delivered or given not less than ten nor more than seventy days before the date of the meeting, either personally
or by mail, to each stockholder of record entitled to vote thereat, at his address as it appears, if at all, on the
records of the Company. Such further notice shall be given by mail, publication or otherwise as may be required
by law. Meetings may be held without notice if all the stockholders entitled to vote thereat are present or
represented at the meeting, or if notice is waived by those not present or represented.
Section 4. The holders of record of a majority of the shares of the capital stock of the Company issued and
outstanding, entitled to vote thereat, present in person or represented by proxy, shall, except as otherwise
provided by law, constitute a quorum at all meetings of the stockholders. If at any meeting there be no such
quorum, such holders of a majority of the shares so present