WESTERN RESOURCES, INC.
(as amended March 16, 2000)
Section 1. The annual meeting of the stockholders of the Company shall be held on such day and at such time as
the Board of Directors may deem reasonable and appropriate, at the principal office of the Company in the City
of Topeka, Kansas, or such other place as the Board of Directors may designate for the purpose of electing
Directors and transacting such other business as may properly be brought before the meeting.
Section 2. Special meetings of the stockholders may be held upon call of the Board of Directors or the Chairman
of the Board or the President, at such time and at such place within or without the State of Kansas as may be
stated in the call and notice.
Section 3. Notice stating the place, day and hour of every meeting of the stockholders, and in the case of a
special meeting further stating the purpose for which such meeting is called, shall be mailed at least ten days
before the meeting to each stockholder of record who shall be entitled to vote thereat, at the last known post
office address of each such stockholder as it appears upon the books of the Company. Such further notice shall
be given by mail, publication or otherwise, as may be required by law.
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 constitute a quorum at all
meetings of the stockholders, and the vote of a majority of such quorum shall be necessary for the transaction of
any business, unless otherwise provided by law, by the Articles of Incorporation or by the By-laws. If at any
meeting there shall be no quorum, the holders of record, entitled to vote, of a majority of such shares of stock so
present or represented may adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall have been obtained, when any