EXHIBIT 3-15
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NEW YORK STATE ELECTRIC & GAS
CORPORATION
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B Y - L A W S
As Amended
January 10, 1997
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NEW YORK STATE ELECTRIC & GAS CORPORATION
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BY-LAWS
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OFFICES
1. The office shall be at the place specified in the
Certificate of Incorporation as from time to time amended, now
Town of Xxxxxx, County of Xxxxxxxx, State of New York.
The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate or the
business of the Corporation may require.
SEAL
2. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words
"CORPORATE SEAL, NEW YORK". If authorized by the Board of
Directors, the corporate seal may be affixed to any certificates
of stock, bonds, debentures, notes or other engraved,
lithographed or printed instruments, by engravings, lithographing
or printing thereon such seal or a facsimile thereof, and such
seal or facsimile thereof so engraved, lithographed or printed
thereon shall have the same force and effect, for all purposes,
as if such corporate seal had been affixed thereto by
indentation.
STOCKHOLDERS' MEETINGS
3. All meetings of the stockholders shall be held at the
principal office of the Corporation, or at such other location in
the State of New York as shall be stated in the notice of the
meeting, except when otherwise expressly provided by statute.
All meetings of stockholders shall be presided over by the
Chairman or by the President or a Vice President except when by
statute the election of a presiding officer is required.
4. The annual meeting of stockholders shall be held on the
second Friday of May in each year, if not a legal holiday, and if
a legal holiday, then on the next business day following, at
eleven o'clock A.M. or at such other date and time as shall be
stated in the notice of the meeting, at which the stockholders
entitled to vote shall elect directors, and transact such other
business as may properly be brought before the meeting.
5. The holders of a majority of the shares of stock of the
Corporation issued and outstanding and entitled to vote thereat,
without regard to class, present in person or by proxy, shall be
requisite for, and shall constitute a quorum at all meetings of
the stockholders for the transaction of business except for the
election or removal of directors and except as otherwise
expressly provided by statute, by the Certificate of
Incorporation, as amended, or by these By-Laws; provided that, in
the case of any meeting of holders of the serial preferred stock
of the Corporation, the presence in person or by proxy of the
holders of record of shares representing a majority of the votes
entitled to be cast thereat by the holders of the outstanding
shares of serial preferred stock, without regard to series, shall
be necessary to constitute a quorum for the transaction of
business except for the election or removal of directors and
except as otherwise expressly provided by statute, by the
Certificate of Incorporation, as amended, or by these By-Laws.
If, however, the holders of a majority of such shares of stock or
votes, as the case may be, shall not be present or represented by
proxy at any such meeting, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power, by a
majority vote of those present or represented, to adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until the holders of the amount of stock or
votes, as the case may be, requisite to constitute a quorum shall
be present in person or by proxy. At any adjourned meeting at
which a quorum shall be present, in person or by proxy, any
business may be transacted which might have been transacted at
the meeting as originally noticed.
At any meeting for the election of directors by the common
stockholders, the presence in person or by proxy of the holders
of record of a majority of the outstanding shares of common stock
shall be necessary to constitute a quorum for the election of
such directors, except when otherwise expressly provided by
statute.
6. At each meeting of stockholders each holder of record of
shares of capital stock then entitled to vote shall be entitled
to vote in person, or by proxy appointed by instrument executed
in writing, by such stockholder or by his duly authorized
attorney; but no proxy shall be valid after the expiration of
eleven months from the date of its execution unless the
stockholder executing it shall have specified therein its
duration, which shall be for some limited period. Except as
otherwise provided by statute or by the Certificate of
Incorporation, as amended, each holder of record of shares of
capital stock entitled to vote at any meeting of stockholders
shall be entitled to one vote for every share of capital stock
standing in his name on the books of the Corporation, but, as
provided by the Certificate of Incorporation, as amended, at all
elections of directors by the common stockholders, each holder of
common stock shall be entitled to as many votes as shall equal
the number of votes which (except for such provision as to
cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of common stock
multiplied by the number of directors to be elected and he may
cast all of such votes for a single director or may distribute
them among the number of directors to be voted for, or any two or
more of them, as he may see fit. All elections shall be
determined by a plurality vote. The vote for directors shall be
by ballot and, except as otherwise provided by statute or by the
Certificate of Incorporation, as amended, or by these By-Laws,
all other matters shall be determined by a vote of the holders of
a plurality of the shares of the capital stock present or
represented at a meeting and entitled to vote on such matters,
and by ballot, if demanded by any stockholder or his duly
authorized proxy.
7. A list of stockholders as of the record date, certified
by the corporate officer responsible for its preparation or by a
transfer agent, shall be produced at any meeting of stockholders
upon the request thereat or prior thereto of any stockholder. If
the right to vote at any meeting is challenged, the inspectors of
election, or person presiding thereat, shall require such list of
stockholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who
appear from such list to be stockholders entitled to vote thereat
may vote at such meeting.
8. Except as may be otherwise provided in the Certificate
of Incorporation, as amended, with respect to the right of
holders of serial preferred stock or preference stock of the
Corporation to elect a specified number of directors in certain
circumstances, only persons who are nominated in accordance with
the following procedures shall be eligible for election as
directors of the Corporation. Nominations of persons for
election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by
or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the
giving of the notice provided for in this By-Law and on the
record date for the determination of stockholders entitled to
vote at such meeting and (ii) who complies with the notice
procedures set forth in this By-Law.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Corporation (a) in the case of an annual meeting,
not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs; and (b) in the
case of a special meeting of stockholders called for the purpose
of electing directors, not later than the close of business on
the tenth (10th) day following the day on which notice of the
date of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stock-
holder proposes to nominate for election as a director (i) the
name, age, business address and residence address of the person,
(ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the
person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of
proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder; and (b) as
to the stockholder giving the notice (i) the name and record
address of such stockholder, (ii) the class or series and number
of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a
description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person
or by proxy at the meeting to nominate the person(s) named in its
notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the
procedures set forth in this By-Law. If the chairman of the
meeting determines that a nomination was not made in accordance
with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective
nomination shall be disregarded.
9. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in
the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the
annual meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise
properly brought before the annual meeting by any stockholder of
the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this By-Law and on the
record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this By-Law.
In addition to any other applicable requirements, for busi-
ness to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this By-Law. If the
chairman of the annual meeting determines that business was not
properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting
that the business was not properly brought before the meeting and
such business shall not be transacted.
10. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, as amended, may be called by the
Chairman or by the President, and shall be called by the Chairman
or the President or Secretary at the request in writing of a
majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meetings.
11. Except as otherwise may be required by provisions of the
Certificate of Incorporation of the Corporation, as amended,
relative to meetings of stockholders required or authorized by
the provisions of paragraph (F) or (H) of Article 7 of the
Restated Certificate of Incorporation filed October 25, 1988,
notice of every meeting of stockholders, setting forth the time,
place and purpose or purposes thereof, shall be mailed, not less
than ten nor more than fifty days prior to such meetings to all
stockholders (at their respective addresses appearing on the
books of the Corporation unless the stockholder shall have filed
with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in
which case the notice shall be mailed to the address designated
in such request) entitled to vote at such meeting, of record as
of a date fixed by the Board of Directors, not more than fifty
days in advance of such meeting, for determining the stockholders
entitled to notice of and to vote at such meeting, unless and
except to the extent that such notice shall have been waived in
writing either before or after the holding of such meeting by
stockholders entitled to notice thereof and to vote thereat.
If any By-Law regulating an impending election of directors
is adopted or amended or repealed by the Board, there shall be
set forth in the notice of the next meeting of the stockholders
of the Corporation for the election of directors the By-Laws so
adopted or amended or repealed together with a concise statement
of the changes made.
DIRECTORS
12. The property and business of the Corporation shall be
managed under the direction of its Board of Directors, which
shall consist of not less than nine (9) nor more than fifteen
(15) directors. Directors need not be stockholders. Directors
shall be elected at the annual meeting of the stockholders, or,
if no such election shall be held, at a meeting called and held
in accordance with the statutes of the State of New York. Each
director shall be elected to hold office until the expiration of
the term for which he is elected, and thereafter until a
successor shall be elected and shall qualify. The directors
shall be divided, with respect to the terms for which they
severally hold office, into three classes, hereby designated
Class I, Class II and Class III. Each class shall have at least
three directors and the three classes shall be as nearly equal in
number as possible. The initial terms of office of the Class I,
Class II and Class III directors, elected at the 1987 annual
meeting of stockholders, shall expire at the next succeeding
annual meeting of stockholders, the second succeeding annual
meeting of stockholders and the third succeeding annual meeting
of stockholders, respectively. At each annual meeting of
stockholders after 1987, the successors of the class of directors
whose term expires at that annual meeting shall be elected to
hold office for a term expiring at the annual meeting of
stockholders to be held in the third year following the year of
their election.
The stockholders, at any annual meeting, or at any special
meeting called for that purpose, or a majority of the entire
Board of Directors, at any regular or special meeting, may
determine to increase or decrease the number of directors to the
respective maximum or minimum limits above prescribed, and, in
the case of an increase, shall thereupon elect the additional
directors. No decrease in the number of directors shall shorten
the term of any incumbent director. Any newly created director-
ships or any decrease in directorships shall be so apportioned
among the classes as to make all classes as nearly equal in
number as possible. If the number of directors is increased by
the Board and any newly created directorships are filled by the
Board, there shall be no classification of the additional
directors until the next annual meeting of stockholders. At any
meeting of the stockholders, the holders of a majority of the
shares of common stock issued and outstanding, voting separately
as a class, or by written consent without a meeting may remove at
any time, with or without cause, any director theretofore elected
by the common stockholders or elected by the Board to fill a
vacancy among the directors elected by the common stockholders,
and may fill the vacancy in the Board for the unexpired term thus
caused.
No director who shall have attained the age of 70 shall
stand for re-election as a director; provided, however, that such
age limitation shall not apply in connection with the election of
directors at the 1997 annual meeting of stockholders.
In the event that the holders of serial preferred stock or
preference stock become entitled to exercise their special rights
to elect directors pursuant to Article 5 or Article 7,
respectively, of the Certificate of Incorporation, as amended,
the above provisions respecting the classification of directors
shall not apply, and election of directors shall be accomplished
in accordance with the provisions of such Article 5 or Article 7.
The election of directors by holders of common stock at the first
annual or special meeting of stockholders after the divestment of
such special rights of the holders of serial preferred stock or
preference stock shall be accomplished in accordance with the
provisions applicable to the initial terms of the classified
directors set forth above.
13. In addition to the powers and authorities by these By-
Laws expressly conferred upon them, the Board may exercise all
such powers of the Corporation, and do all such lawful acts and
things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders. A director or officer of
this Corporation shall not be disqualified by his office from
dealing or contracting with the Corporation either as a vendor,
purchaser or otherwise, nor shall any transaction or contract of
this Corporation be void or voidable by reason of the fact that
any director or officer or any firm of which any director or
officer is a member or employee or any corporation of which any
director or officer is a shareholder, director, officer or
employee, is in any way interested in such transaction or
contract, provided that such transaction or contract is or shall
be authorized, ratified or approved either (1) by vote of a
majority of a quorum of the Board of Directors or of the
Executive Committee without counting in such majority or quorum
any director so interested or member or employee of a firm so
interested or a shareholder, director, officer or employee of a
corporation so interested or (2) by vote at a stockholders'
meeting of the holders of record of a majority of all the
outstanding shares of capital stock of the Corporation having
full voting power or by writing or writings signed by a majority
of such holders; nor shall any director or officer be liable to
account to the Corporation for any profits realized by and from
or through any such transaction, or contract of this Corporation
authorized, ratified or approved as aforesaid by reason of the
fact that he or any firm of which he is a member or employee, or
any corporation of which he is a shareholder, director, officer
or employee was interested in such transaction or contract.
MEETINGS OF THE BOARD
14. The first meeting of the Board of Directors held after
the annual meeting of stockholders at which directors shall have
been elected shall be held for the purpose of organization, the
election of officers, and the transaction of any other business
which may come before the meeting.
15. Regular meetings of the Board may be held without
notice, except as otherwise provided by these By-Laws, at such
time and place as shall from time to time be designated by the
Board.
16. Special meetings of the Board may be called by the
Chairman or by the President or a Vice President or any two
directors and may be held at the time and place designated in the
call and notice of the meeting. The Secretary or other officer
performing his duties shall give notice either personally or by
mail or telegram at least twenty-four hours before the meeting.
Meetings may be held at any time and place without notice if all
the directors are present or if those not present waive notice in
writing either before or after the meeting.
17. At all meetings of the Board one-third of the total
number of directors shall be requisite for and shall constitute a
quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may
be otherwise specifically provided by statute or by the
Certificate of Incorporation or by these By-Laws.
18. Any regular or special meeting may be adjourned to any
other time at the same or any other place by a majority of the
directors present at the meeting, whether or not a quorum shall
be present at such meeting, and no notice of the adjourned
meeting shall be required other than announcement at the meeting.
COMPENSATION OF DIRECTORS
19. Directors, other than salaried officers or employees of
the Corporation or of any affiliated company, shall receive cash
compensation for their services as directors, at the rate of
$22,000 per annum, payable monthly, and in addition $1,000 for
each regular or special meeting of the Board of Directors
attended, but compensation for meetings attended by means of
conference telephone or similar equipment, for which no travel is
required, shall be $500 for each such meeting so attended. All
directors shall be reimbursed for their reasonable expenses for
attendance, if any, at each regular or special meeting of the
Board of Directors. Nothing herein contained shall be construed
to preclude any director from receiving non-cash compensation for
serving as a director or from serving the Corporation in any
other capacity and receiving compensation therefor.
20. Members of the Executive Committee other than salaried
officers or employees of the Corporation or of any affiliated
company, shall receive compensation for their services on that
committee at the rate of $1,500 per annum, paid monthly.
Members of special or standing committees, including the
Executive Committee, shall be allowed such additional
compensation and reimbursement for expenses as may be fixed by
the Board of Directors.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
21. The Board of Directors may by vote of a majority of the
whole Board designate three or more of their number to constitute
an Executive Committee to hold office for such period as the
Board shall determine. The Chairman and the President shall each
be a member of the Executive Committee. The Board of Directors
may likewise designate one or more alternate members who shall
serve on the Executive Committee in the absence of any regular
member or members of such Committee. When a regular or alternate
member of the Executive Committee ceases to be a director he
shall automatically cease to be such regular or alternate member
of the Executive Committee. Such Executive Committee shall,
between meetings of the Board, have all the powers of the Board
of Directors in the management of the business and affairs of the
Corporation, except that no such committee shall have authority
as to: the submission to stockholders of any action that needs
stockholders' authorization under the Business Corporation Law;
the filling of vacancies in the Board of Directors or in any
committee; the fixing of compensation of the directors for
serving on the Board or on any committee; the amendment or repeal
of the By-Laws, or the adoption of new By-Laws; the amendment or
repeal of any resolution of the Board which by its terms shall
not be so amendable or repealable.
The Executive Committee shall cause to be kept regular
minutes of its proceedings, which may be transcribed in the
regular minute book of the Corporation, and all such proceedings
shall be reported to the Board of Directors at its next
succeeding meeting, and shall be subject to revision or
alteration by the Board, provided that no rights of third persons
shall be affected by such revision or alteration. A majority of
the Executive Committee shall constitute a quorum at any meeting.
The act of a majority of the Executive Committee present at any
meeting at which there is a quorum shall be the act of the
Executive Committee. The Board of Directors may by vote of a
majority thereof fill any vacancies in the Executive Committee.
The Executive Committee may, from time to time, subject to the
approval of the Board of Directors, prescribe rules and
regulations for the calling and conduct of meetings of the
Committee, and other matters relating to its procedure and the
exercise of its powers.
22. In addition to having the power to designate an
Executive Committee, the Board of Directors may by vote of a
majority of the whole Board designate other committees, whether
special or standing, each to consist of three or more of their
number, to hold office for such period as the Board shall
determine. With respect to each such other committee, the Board
of Directors may likewise designate one or more alternate
members who shall serve in the absence of any regular member or
members of such other committee. When a regular or alternate
member of such other committee ceases to be a director he shall
automatically cease to be a regular or alternate member of such
other committee. Each such other committee shall have authority
only to the extent provided by the Board of Directors, except
that no such other committee shall have authority as to: the
submission to stockholders of any action that needs stockholders'
authorization under the Business Corporation Law; the filling of
vacancies in the Board of Directors or in any committee; the
fixing of compensation of the directors for serving on the Board
or on any committee; the amendment or repeal of the By-Laws, or
the adoption of new By-Laws; the amendment or repeal of any
resolution of the Board which by its terms shall not be so
amendable or repealable. A majority of each such other committee
shall constitute a quorum at any meeting thereof. The act of a
majority of each such other committee present at any meeting
thereof at which there is a quorum shall be the act of such other
committee. The Board of Directors may by vote of a majority
thereof fill any vacancies in each such other committee.
MEETINGS OF THE BOARD AND COMMITTEE THEREOF
BY CONFERENCE TELEPHONE OR SIMILAR MEANS
23. Any one or more of the members of the Board of
Directors, the Executive Committee or any special or standing
committee of the Board of Directors may participate in a meeting
of the Board or such committee by means of a conference telephone
or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person
at a meeting.
ACTION BY BOARD OR COMMITTEE WITHOUT A MEETING
24. If all members of the Board of Directors, the Executive
Committee or any special or standing committee of the Board of
Directors consent in writing to the adoption of a resolution
authorizing action required or permitted to be taken by the Board
or any committee, such action may be taken without a meeting.
The resolution and the written consents thereto shall be filed
with the minutes of the proceeding.
OFFICERS
25. The officers of the Corporation shall be chosen by the
Board of Directors. The officers shall be a Chairman, one or
more Assistants to the Chairman, a President, one or more
Assistants to the President, one or more Vice Presidents, one or
more Assistant Vice Presidents, a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, a Controller, one or more Assistant Controllers, and
such other officers as the Board may from time to time choose and
appoint. The Chairman and President may not occupy any other
such office, except that the same person may occupy both the
office of Chairman and the office of President. Neither the
Treasurer nor an Assistant Treasurer may at the same time be
Controller or an Assistant Controller. Except as above set
forth, any two of such offices may be occupied by the same person
but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.
26. The Board of Directors, at its first meeting after the
election of directors by the stockholders, shall choose a
Chairman and a President from among their own number, and a
Secretary, a Treasurer and a Controller, and such Assistants to
the Chairman, Assistants to the President, Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Assistant Controllers, as it shall deem necessary,
none of whom need be members of the Board.
27. The Board may appoint such other officers and agents as
it shall deem necessary, who shall hold their offices for such
terms, and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
28. The salary or other compensation of the officers of the
Corporation shall be fixed by the Board of Directors. The salary
or other compensation of all other employees shall, in the
absence of any action by the Board be fixed by the Chairman or
the President or by such other officers or executives as shall be
designated by the Chairman or the President.
29. The officers of the Corporation shall hold office until
the first meeting of the Board of Directors after the next
succeeding annual meeting of stockholders and until their
successors are chosen and qualify in their stead. Any officer or
agent elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by the affirmative
vote of a majority of the whole Board of Directors. Any other
employee or agent of the Corporation may be removed at any time,
with or without cause, by the affirmative vote of a majority of
the whole Board of Directors or, in the absence of any action by
the Board, by the Chairman or the President or by such other
officers or executives as shall have been designated by the
Chairman or the President.
CHAIRMAN
30. The Chairman shall be the chief executive officer of the
Corporation and shall, when present, preside at all meetings of
the Board of Directors and of the stockholders, except as
otherwise by law provided. He may sign in the name of and on
behalf of the Corporation, certificates of stock, notes, and any
and all contracts, agreements and other instruments of a
contractual nature pertaining to matters which arise in the
normal conduct and ordinary course of business of the
Corporation. He shall be a member of the Executive Committee and
of all standing committees except the Executive Compensation and
Succession Committee, the Audit Committee and the Nominating
Committee. He shall also generally have the powers and perform
the duties which appertain to the office.
The Assistants to the Chairman shall assist the Chairman in
the performance of his duties and exercise and perform such other
powers and duties as may be conferred or required by the Board.
PRESIDENT
31. The President shall, when present in the absence of the
Chairman, preside at all meetings of the Board of Directors and
of the stockholders, except as otherwise by law provided. He may
sign in the name of and on behalf of the Corporation,
certificates of stock, notes, and any and all contracts,
agreements and other instruments of a contractual nature
pertaining to matters which arise in the normal conduct and
ordinary course of business of the Corporation. He shall be a
member of the Executive Committee and of all standing committees
except the Executive Compensation and Succession Committee, the
Audit Committee and the Nominating Committee. He shall also
generally have the powers and perform the duties which appertain
to the office.
The Assistants to the President shall assist the President
in the performance of his duties and exercise and perform such
other powers and duties as may be conferred or required by the
Board.
VICE PRESIDENT
32. A Vice President may sign, in the name of and on behalf
of the Corporation, certificates of stock, notes and any and all
contracts, agreements and other instruments of a contractual
nature pertaining to matters which arise in the normal conduct
and ordinary course of business, and shall perform such other
duties as the Board of Directors may prescribe.
If there be more than one Vice President, the Board of
Directors may designate one or more Vice Presidents as Executive
Vice Presidents who shall have general supervision, direction and
control of the business and affairs of the Corporation in the
absence or disability of the Chairman and the President, and may
designate one or more Vice Presidents as Senior Vice Presidents
who shall have general supervision, direction and control of the
business and affairs of the Corporation in the absence or
disability of the Chairman and the President and the Executive
Vice Presidents. A Vice President who has not been designated as
Executive Vice President or as Senior Vice President shall have
general supervision, direction and control of the business and
affairs of the Corporation in the absence or disability of the
Chairman and the President, and the Executive Vice Presidents and
the Senior Vice Presidents.
The Assistant Vice Presidents shall assist the President and
Vice Presidents in the performance of their duties and exercise
and perform such other powers and duties as may be conferred or
required by the Board.
SECRETARY
33. The Secretary shall attend all sessions of the Board and
all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose;
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board
of Directors. He shall be sworn to the faithful discharge of his
duty. Any records kept by him shall be the property of the
Corporation and shall be restored to the Corporation in case of
his death, resignation, retirement or removal from office.
He shall be the custodian of the seal of the Corporation
and, when authorized by the Board of Directors or by the
Chairman, the President or a Vice President, shall affix the seal
to all instruments requiring it and shall attest the seal and/or
the execution of such instruments, as required. He shall have
control of the stock ledger, stock certificate book and minute
books of the Corporation and its committees, and other formal
records and documents relating to the corporate affairs of the
Corporation.
The Assistant Secretary or Assistant Secretaries shall
assist the Secretary in the performance of his duties, exercise
and perform his powers and duties in his absence or disability,
and such powers and duties as may be conferred or required by the
Board.
TREASURER
34. (a) The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys, and other valuable
effects in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation in
such manner as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the
Chairman, the President and directors, at the regular meetings of
the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.
(c) He shall give the Corporation a bond if required by
the Board of Directors in a sum, and with one or more sureties
satisfactory to the Board, for the faithful performance of the
duties of his office, and for the restoration of the Corporation,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the Corporation.
The Assistant Treasurer or Assistant Treasurers shall assist
the Treasurer in the performance of his duties, exercise and
perform his powers and duties in his absence or disability, and
such powers and duties as may be conferred or required by the
Board.
CONTROLLER
35. The Controller of the Corporation shall have full
control of all the books of account of the Corporation and keep a
true and accurate record of all property owned by it, of its
debts and of its revenues and expenses and shall keep all
accounting records of the Corporation other than the record of
receipts and disbursements and those relating to the deposit or
custody of money and securities of the Corporation, which shall
be kept by the Treasurer, and shall also make reports to the
directors and others of or relating to the financial condition of
the Corporation.
The Assistant Controller or Assistant Controllers shall
assist the Controller in the performance of his duties, exercise
and perform his powers and duties in his absence or disability,
and such powers and duties as may be conferred or required by the
Board.
VACANCIES
36. If the office of any director becomes vacant by reason
of death, resignation, removal or disability, or any other cause,
the directors then in office, except as otherwise provided in the
Certificate of Incorporation, as amended, although less than a
quorum, by a majority vote, may choose a successor or successors,
who shall hold office until the next annual meeting of
stockholders, and thereafter until a successor or successors
shall be elected and shall qualify. If the office of any officer
of the Corporation shall become vacant for any reason, the Board,
by a majority vote of those present at any meeting at which a
quorum is present, may choose a successor or successors who shall
hold office for the unexpired term in respect of which such
vacancy occurred.
RESIGNATIONS
37. Any officer or any director of the Corporation may
resign at any time, such resignation to be made in writing and to
take effect from the time of its receipt by the Corporation,
unless some time be fixed in the resignation, and then from that
time.
DUTIES OF OFFICERS MAY BE DELEGATED
38. In case of the absence of any officer of the
Corporation, or for any other reason the Board may deem
sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other
officer or to any director, provided a majority of the entire
Board concur therein.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
39. The Corporation shall fully indemnify to the extent not
prohibited by law any person made, or threatened to be made, a
party to an action or proceeding, whether civil or criminal,
including an investigative, administrative, legislative or other
proceeding, and including an action by or in the right of the
Corporation or any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, by reason of the fact
that he, his testator or intestate, (i) is or was a director,
officer, or employee of the Corporation or (ii) is or was serving
at the request of the Corporation, as a director, officer, or in
any other capacity, any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, against any and all
judgments, fines, amounts paid in settlement and expenses,
including attorneys' fees, actually and reasonably incurred as a
result of or in connection with any such action or proceeding or
any appeal therein, except as provided in the next paragraph.
No indemnification shall be made to or on behalf of any
director, officer, or employee if a judgment or other final
adjudication adverse to the director, officer, or employee
establishes that his acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to
the cause of action so adjudicated, or that he personally gained
in fact a financial profit or other advantage to which he was not
legally entitled.
Except in the case of an action or proceeding against a
director, officer, or employee specifically approved by the Board
of Directors, the Corporation shall pay expenses incurred by or
on behalf of such a person in defending such a civil or criminal
action or proceeding (including appeals) in advance of the final
disposition of such action or proceeding. Such payments shall be
made promptly upon receipt by the Corporation, from time to time,
of a written demand of such person for such advancement, together
with an undertaking by or on behalf of such person to repay any
expenses so advanced to the extent that the person receiving the
advancement is ultimately found not to be entitled to
indemnification for such expenses.
The rights to indemnification and advancement of defense
expenses granted by or pursuant to this By-Law (i) shall not
limit or exclude, but shall be in addition to, any other rights
which may be granted by or pursuant to any statute, certificate
of incorporation, by-law, resolution or agreement, (ii) shall be
deemed to constitute contractual obligations of the Corporation
to any director, officer, or employee who serves in such capacity
at any time while this By-Law is in effect, (iii) are intended to
be retroactive and shall be available with respect to events
occurring prior to the adoption of this By-Law and (iv) shall
continue to exist after the repeal or modification hereof with
respect to events occurring prior thereto. It is the intent of
this By-Law to require the Corporation to indemnify the persons
referred to herein for the aforementioned judgments, fines,
amounts paid in settlement and expenses, including attorneys'
fees, in each and every circumstance in which such indem-
nification could lawfully be permitted by an express provision of
a by-law, and the indemnification required by this By-Law shall
not be limited by the absence of an express recital of such
circumstances.
The Corporation may, with the approval of the Board of
Directors, enter into an agreement with any person who is, or is
about to become, a director, officer, or employee of the
Corporation, or who is serving, or is about to serve, at the
request of the Corporation, as a director, officer, or in any
other capacity, any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which agreement may
provide for indemnification of such person and advancement of
defense expenses to such person upon such terms, and to the
extent, not prohibited by law.
STOCK OF OTHER CORPORATIONS
40. The Board of Directors shall have the right to authorize
any officer or other person on behalf of the Corporation to
attend, act and vote at meetings of the stockholders of any
corporation in which the Corporation shall hold stock, and to
exercise thereat any and all the rights and powers incident to
the ownership of such stock and to execute waivers of notice of
such meetings and calls therefor; and authority may be given to
exercise the same either on one or more designated occasions, or
generally on all occasions until revoked by the Board. In the
event that the Board shall fail to give such authority, such
authority may be exercised by the Chairman or the President in
person or by proxy appointed by him on behalf of the Corporation.
CERTIFICATES OF STOCK
41. Stock of the Corporation may be in certificated or
uncertificated form. Stock of the Corporation represented by
certificates shall be numbered and shall be entered in the books
of the Corporation as the certificates are issued. The
certificates shall exhibit the holder's name and number of shares
and shall be signed by the Chairman, President or a Vice
President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, and the seal of the
Corporation shall be affixed thereto. Where any such
certificates of stock are signed by a transfer agent and by a
registrar, the signatures of the Chairman, President or a Vice
President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary upon any such certificates,
if authorized by the Board of Directors, may be made by
engraving, lithographing or printing thereon a facsimile of such
signatures, in lieu of actual signatures, and such facsimile
signatures so engraved, lithographed or printed thereon shall
have the same force and effect as if such officers had actually
signed the same.
In case any officer who has signed, or whose facsimile
signature has been affixed to, any such certificate shall cease
to be such officer before such certificate shall have been
delivered by the Corporation, such certificate may nevertheless
be issued and delivered as though the person who signed such
certificate, or whose facsimile signature has been affixed
thereto, had not ceased to be such officer of the Corporation.
To the extent permitted by law, some or all of any or all
classes and series of stock of the Corporation may be
uncertificated stock, provided that no stock represented by a
certificate shall be registered on the books of the Corporation
as uncertificated stock until such certificate is surrendered to
the Corporation.
TRANSFERS OF STOCK
42. Transfers of certificated stock shall be made on the
books of the Corporation only upon the request of the person
named in the certificate or by attorney, lawfully constituted in
writing, and upon surrender of the certificate therefor.
Transfers of uncertificated stock shall be made on the books
of the Corporation only upon the request of the holder of record
of such uncertificated stock or by attorney, lawfully constituted
in writing, and upon receipt by the Corporation of a written
instruction signed by the holder of record of such uncertificated
stock or by such attorney requesting that the transfer of such
uncertificated stock be registered on the books of the
Corporation.
FIXING OF RECORD DATE
43. Except as otherwise may be required by provisions of the
Certificate of Incorporation, as amended, relative to meetings of
stockholders required or authorized by the provisions of
paragraph (F) or (H) of Article 7 of the Restated Certificate of
Incorporation filed October 25, 1988, the Board of Directors is
hereby authorized to fix a day and hour not exceeding fifty (50)
days (and in the case of a meeting not less than ten (10) days)
preceding the date of any meeting of stockholders or the date
fixed for the payment of any dividend or for the delivery of
evidences of rights, as a record time for the determination of
the stockholders entitled to notice of and to vote at any such
meeting or entitled to receive any such dividend or rights, as
the case may be; and all persons who are holders of record of
voting stock at such time, and no others, shall be entitled to
notice of and to vote at such meeting, and only stockholders of
record at any time so fixed shall be entitled to receive any such
dividend or rights; and the stock transfer books shall not be
closed during any such period.
REGISTERED STOCKHOLDERS
44. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in, such share on the
part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the statutes
of the State of New York.
LOST CERTIFICATES
45. Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact,
whereupon a new certificate may be issued of the same tenor and
for the same number of shares as the one alleged to be lost or
destroyed; provided, however, that the Board of Directors may
require, as a condition to the issuance of a new certificate, a
bond of indemnity in such form and amount and with such surety or
sureties, or without surety, as the Board of Directors shall
determine, and may also require the advertisement of such loss in
such manner as the Board may prescribe.
INSPECTION OF BOOKS
46. The Board of Directors shall have power to determine
whether and to what extent, and at what time and places and under
what conditions and regulations, the accounts and books of the
Corporation (other than the books required by statute to be open
to the inspection of stockholders), or any of them, shall be open
to the inspection of stockholders, and no stockholders shall have
any right to inspect any account or book or document of the
Corporation, except as such right may be conferred by the
statutes of the State of New York or by resolution of the
directors or of the stockholders.
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
47. All checks or demands for money and notes of the
Corporation shall be signed by such person or persons (who may
but need not be an officer or officers of the Corporation) as may
be authorized by these By-Laws or as the Board of Directors may
from time to time designate, either directly or through such
officers of the Corporation as shall, by resolution of the Board
of Directors, be authorized to designate such person or persons.
If authorized by the Board of Directors, the signatures of such
persons, or any of them, upon any checks for the payment of money
may be made by engraving, lithographing or printing thereon a
facsimile of such signatures, in lieu of actual signatures, and
such facsimile signatures so engraved, lithographed or printed
thereon shall have the same force and effect as if such persons
had actually signed the same.
All bonds, mortgages and other instruments requiring a seal
shall be executed on behalf of the Corporation by the Chairman or
the President or a Vice President, and the seal of the
Corporation shall be thereunto affixed by the Secretary or an
Assistant Secretary who shall, when required, attest the seal
and/or the execution of said instruments. If authorized by the
Board of Directors, the signatures of the Chairman or the
President or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer upon any
engraved, lithographed or printed bonds, debentures, notes or
other instruments may be made by engraving, lithographing or
printing thereon a facsimile of such signatures, in lieu of
actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and
effect as if such officers had actually signed the same.
In case any officer who has signed any such bonds,
debentures, notes or other instruments shall cease to be such
officer before such bonds, debentures, notes or other instruments
shall have been delivered by the Corporation, such bonds,
debentures, notes or other instruments may nevertheless be
adopted by the Corporation and be issued and delivered as though
the person who signed the same had not ceased to be such officer
of the Corporation.
RECEIPTS FOR SECURITIES
48. All receipts for stocks, bonds or other securities
received by the Corporation shall be signed by the Treasurer or
an Assistant Treasurer or by such other person or persons as the
Board of Directors or Executive Committee shall designate.
FISCAL YEAR
49. The fiscal year shall begin the first day of January in
each year.
DIVIDENDS
50. Dividends upon the capital stock of the Corporation,
when earned, may be declared by the Board of Directors at any
regular or special meeting.
The Board of Directors shall have power to fix and
determine, and from time to time to vary, the amount to be
reserved as working capital; to determine whether any, and if
any, what part of any, accumulated surplus net profits shall be
declared and paid as dividends, to determine the date or dates
for the declaration or payment of dividends and to direct and
determine the use and disposition of any surplus net profits, and
before payment of any dividend or making any distribution of
profits there may be set aside out of the surplus or net profits
of the Corporation such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purpose as the directors shall think conducive to the
interests of the Corporation.
DIRECTORS' ANNUAL STATEMENT
51. The Board of Directors shall present at each annual
meeting, and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement
of the business and condition of the Corporation.
NOTICES
52. Whenever under the provisions of these By-Laws notice is
required to be given to any director, officer or stockholder, it
shall not be construed to require personal notice, but such
notice may be given in writing, by mail, by depositing a copy of
the same in a post office, letter box or mail chute, maintained
by the Post Office Department, in a postpaid sealed wrapper,
addressed to such stockholder, officer or director, at his
address as the same appears on the books of the Corporation.
A stockholder, director or officer xxx xxxxx in writing any
notice required to be given to him under these By-Laws.
INSPECTORS OF ELECTION
53. Preceding each meeting of the stockholders for the
election of directors, the Board of Directors shall appoint two
inspectors of election to act at such meeting or any adjournment
or adjournments thereof as inspectors of election. In the event
that such inspectors shall not be so appointed, they shall be
appointed at the meeting at which such election is to be held,
and if any inspector shall refuse to serve, or neglect to attend
at the election or his office become vacant, the meeting may
appoint an inspector in his place. The inspectors appointed to
act at any meeting of the stockholders shall, before entering
upon the discharge of their duties, be sworn to faithfully
execute the duties of inspector at such meeting with strict
impartiality, and according to the best of their ability, and the
oaths so taken shall be subscribed by them and delivered to the
Secretary of the meeting with a certificate of the result of the
vote taken thereat.
AMENDMENTS
54. These By-Laws may be altered or amended by the
affirmative vote of a majority of the stock issued and
outstanding and entitled to vote, or by the affirmative vote of a
majority of the Board of Directors at any meeting duly held as
above provided, the notice of which includes notice of the
proposed amendment; provided, however, that no By-Laws adopted by
the Board of Directors regulating the election of directors or
officers shall be valid unless published for at least once a week
for two successive weeks in a newspaper in the County where the
election is to be held, and at least thirty days before such
election.
EMERGENCY BY-LAWS
1. These Emergency By-Laws shall be effective upon the
order of the New York State Defense Council, as constituted under
the New York State Defense Emergency Act, or any successor body,
in the event of attack and shall cease to be effective when the
Council or successor body declares the end of the period of
attack. During such period, the By-Laws of this Corporation
shall remain in effect except to the extent superseded by or
inconsistent with these Emergency By-Laws.
2. The powers of the Board of Directors of the Corporation
shall be vested in such directors of the Corporation as are
readily available to act. If such directors do not constitute a
quorum, then the full powers of the Board shall be vested in the
members of the Executive Committee who are readily available to
act. If members of the Executive Committee readily available to
act do not constitute a quorum, then the property and business of
the Corporation shall be managed by an Emergency Management
Committee composed of not more than five of the following persons
who are readily available to act: (a) Directors of the
Corporation; (b) to the extent necessary, Executive Vice
Presidents of the Corporation, in order of seniority of service
in that office; (c) to the extent necessary, Senior Vice
Presidents of the Corporation, in order of seniority of service
in that office; (d) to the extent necessary, Vice Presidents of
the Corporation, in order of seniority of service in that office;
and (e) to the extent necessary and in the following order:
Assistant Vice Presidents in order of seniority of service in
that office; Assistants to the Chairman in order of seniority of
service in that office; Assistants to the President in order of
seniority of service in that office; Secretary; Treasurer.
3. Meetings of such Directors, the Executive Committee or
the Emergency Management Committee may be held at any time and
place. At any meeting of the Emergency Management Committee,
three shall constitute a quorum and the act of a majority present
at any meeting at which there is a quorum shall be the act of the
Committee.
In the event it is impracticable to hold a meeting of such
Directors, the Executive Committee or the Emergency Management
Committee, the concurrence of individuals comprising any such
group may be expressed orally or in writing (regardless of the
manner of transmission or communication) and such concurrence
shall be deemed to be the act of any such group.
4. Nothing herein shall be deemed to abrogate the power of
Directors remaining in office to choose a successor or successors
in the event of vacancy in the office of any Director, as
provided in the By-Laws of the Corporation. Upon the taking of
any such action, any powers theretofore vested pursuant to these
Emergency By-Laws in the Executive Committee or the Emergency
Management Committee shall terminate.
5. Any action taken in good faith under these Emergency By-
Laws shall be as valid and binding as if taken by the Board of
Directors even though subsequent developments may show that at
the time such action was taken conditions requisite for such
action did not in fact exist.
I, , the
Vice President and Secretary of NEW YORK STATE ELECTRIC & GAS
CORPORATION, a New York corporation, DO HEREBY CERTIFY that the
foregoing is a true, correct and complete copy of the By-Laws and
Emergency By-Laws of said Corporation, as amended to date.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said Corporation this day of
, 19 .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(CORPORATE SEAL)
