BY-LAWS
As
Amended Effective May 26, 2010
OFFICES.
1. The
principal office of the Corporation shall be in the City of Wilmington, County
of New Castle, State of Delaware.
The
Corporation shall also have an office in Atlanta, Georgia.
The
Corporation may have offices at such other places as the Board of Directors may
from time to time determine.
SEAL.
2. The
corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Delaware."
STOCKHOLDERS'
MEETINGS.
3. All
meetings of the stockholders shall be held at the office of the Corporation in
the City of Wilmington, County of New Castle, State of Delaware, except such
meetings as the Board of Directors expressly determine shall be held elsewhere
in which case meetings may be held upon notice as hereinafter provided, at such
other place or places within or without the State of Delaware as said Board of
Directors may determine.
4. The
annual meeting of the stockholders shall be held at 11:00 o'clock A.M. Eastern
Standard Time on the fourth Wednesday in the month of May in each year, if not a
legal holiday, and if a legal holiday, then on the next secular day following,
at 11:00 o'clock A.M. Eastern Standard Time, when the stockholders entitled to
vote thereon shall elect the Board of Directors and transact such other business
as may be brought before the meeting. At the annual meeting any
business may be transacted, irrespective of whether the notice calling such
meeting shall have contained a reference thereto.
The time
and place named in these By-Laws for the annual meeting at which the Board of
Directors is to be elected shall not be changed within sixty (60) days next
before the day on which said election is to be held. A notice of any
change shall be given to each stockholder
twenty
days before the election is held, in person or by letter mailed to his last
known post-office address.
5. At
all meetings of the stockholders, the holders of a majority of the shares of the
stock issued and outstanding and entitled to vote thereat present in person or
represented by proxy shall constitute a quorum requisite for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation or by these By-Laws. If, however, a quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of
voting stock shall be represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
6. Each
stockholder entitled to vote in accordance with the Certificate of Incorporation
or any amendment thereof and in accordance with the provisions of these By-Laws
or of any action taken pursuant thereto shall be entitled to one vote, in person
or by proxy, for each share of stock entitled to vote held by such stockholder,
but no proxy shall be voted on after three years from its date unless such proxy
provides for a longer period. Except where the transfer books of the
Corporation shall have been closed or a date shall have been fixed as a record
date for the determination of its stockholders entitled to vote, as hereinafter
provided, no share of stock shall be voted on at any election for directors
which shall have been transferred on the books of the Corporation within twenty
days next preceding such election of directors. The vote for
directors, and, upon the demand of any stockholder, the vote upon any question
before the meeting, shall be by ballot. Each director shall be
elected by the vote of the majority of the votes cast with respect to the
director at any meeting for the election of directors at which a quorum is
present; provided that if the number of nominees exceeds the number of directors
to be elected, directors shall be elected by a plurality vote and each
stockholder shall be entitled to as many votes as shall equal the number of his
shares of 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 to be voted for, or any two of them as he may see fit, which right when
exercised shall be termed cumulative voting. All other questions
shall be decided by plurality vote except as otherwise provided by the
Certificate of Incorporation and/or by the laws of the State of
Delaware. For purposes of this Section 6, a majority of the votes
cast means that the number of shares voted “for” the election of a director must
exceed the number of votes cast “against” the election of that
director.
7. Written
notice of the annual meeting shall be mailed to each stockholder entitled
to vote thereat, at such address as appears on the stock books of the
Corporation, at least ten days prior to the meeting. It shall be the
duty of every stockholder to furnish to the Secretary of the Corporation or to
the Transfer Agent, if any, of the class or series of stock owned by him, his
post-office address and to notify said Secretary or Transfer Agent of any change
therein.
8. At
least ten days before every election of directors, the Secretary shall prepare
and make or cause to be prepared and made, a complete list of the stockholders
entitled to vote at said election, arranged in alphabetical order, with the
residence of each, and the number of voting shares held by each. Such
list shall be open at the place where said election is to be held for
said
ten days,
to the examination of any stockholder, and shall be produced and kept at the
time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
9. Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Chairman of the Board or the
President, and shall be called by the Chairman of the Board or President or
Secretary upon the order in writing of a majority of or by resolution of the
Board of Directors, or at the request in writing of stockholders owning ten
percentum of the entire capital stock of the Corporation issued and outstanding
and entitled to vote. Such request or order shall state the purpose
or purposes of the proposed meeting. On failure by the Chairman of
the Board or President or Secretary to call such special meeting when duly
requested, the makers of such request or order may call such special meeting
over their own signatures.
10. Written
notice of a special meeting of stockholders, stating the time and place and
object thereof, shall be mailed, postage prepaid, or delivered, at least ten
days before such meeting, to each stockholder entitled to vote thereat at his
last known post-office address appearing on the books of the
Corporation. No business may be transacted at such meeting except
that referred to in said notice, or in a supplemental notice given also in
compliance with the provisions hereof.
JUDGES.
11. At
each meeting of the stockholders, the polls shall be opened and closed, the
proxies and ballots shall be received and taken in charge of, all questions
touching on the qualifications of voters and the validity of proxies and the
acceptance and rejection of votes shall be decided, the number of shares voted
shall be counted, the manner of voting said shares shall be ascertained, and the
result of the voting shall be declared by two judges. Such judges
shall be appointed by the Board of Directors before or at the meeting, and if no
such appointment shall have been made, then by the meeting. If for
any reason any of the judges previously appointed shall fail to attend or refuse
or be unable to serve, judges in place of any so failing to attend or refusing
or unable to serve shall be appointed either by the Board of Directors or by the
stockholders' meeting.
DIRECTORS.
12. The
business of the Corporation shall be managed by a Board of
Directors. The number of directors which shall constitute the whole
Board shall be fixed from time to time by resolution of the Board of Directors,
but in no case shall be less than three. Directors need not be
stockholders. Each director (whether elected at an annual meeting, or
to fill a vacancy or newly created directorship or otherwise) shall hold office
until his successor is elected and qualified or until his earlier resignation or
removal.
Any
director of this Corporation may resign at any time by giving written notice to
the Chairman of the Board or President or Secretary of the
Corporation. Such resignation shall take effect at the time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
13. In
case of any vacancies in the Board of Directors through death, resignation,
disqualification, removal or other cause, the remaining directors if less than a
quorum, by affirmative vote of a majority thereof, or, if a quorum, by a
majority vote of such quorum, may elect a successor or successors, and the
director or directors so chosen shall hold office until the next annual election
and until their successor or successors shall be elected and
qualified.
14. The
Board of Directors may hold their meetings and have one or more offices, and
keep the books of the Corporation, at such place or places as they may from time
to time determine.
15. A
person being a full-time executive employee of the Corporation or any of its
subsidiaries when first elected a director of the Corporation (an
"employee-director") shall not be eligible to serve as a director when not an
executive employee, whether by reason of resignation, retirement or other cause;
and a person not an employee-director shall not be eligible for election or
re-election as a director of the corporation after his 70th
birthday.
Any
employee-director not eligible to serve as a director by reason of the foregoing
provision shall be eligible to serve as an advisory director, as hereinafter
provided for in Section 24 of these By-Laws, until his 70th
birthday. The foregoing provisions with respect to the eligibility of
a person not an employee-director to serve as a director shall not apply to any
person so long as such person shall serve as a member of the Independent
Litigation Committee established and designated by the Board of Directors on
September 17, 1986.
In
addition to the powers and authorities expressly conferred upon it by statute,
by the Certificate of Incorporation and by these By-Laws, the Board of Directors
may exercise all such powers of the Corporation and do all such lawful acts and
things as may be done by the Corporation 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.
FEES OF
DIRECTORS.
16. Directors
shall be reimbursed for expenses, if any, incurred in attending meetings of the
Board of Directors and in otherwise performing duties as such
directors. Directors who perform no paid duties, as an officer,
employee or otherwise than as a director, for the Corporation or any of its
subsidiaries, may be paid by the Corporation such compensation for their
services as directors or as members of a committee authorized by the Board of
Directors as may from time to time be fixed by vote of a majority of the members
of the Board of Directors or by the vote of the holders of a majority of that
part of the capital stock of the Corporation having voting powers which is
represented in person or by proxy at any annual meeting of stockholders or at
any special meeting called for that purpose (provided that a lawful quorum of
stockholders be there represented in person or by proxy).
MEETINGS
OF THE BOARD.
17. The
newly elected Board may meet at such place and time as shall be fixed by the
vote of the stockholders at the meeting at which such newly elected Board was
elected, for the purpose of organization or otherwise, and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, or
they may
meet at such place and time as shall be stated in a notice given to such
directors either personally or by mail or telegram two days prior to such
meeting or as shall be fixed by the consent in writing of all the
directors.
18. Regular
meetings of the Board may be held without notice at such time and place as shall
from time to time be determined by the Board.
19. Special
meetings of the Board may be called by the Chairman of the Board or the
President, on two days' notice to each director, by delivered letter, by mail or
by telegram or by personal communication either over the telephone or otherwise;
special meetings shall be called by the Secretary in like manner and on like
notice, on the written request of two directors or on the request of the
Chairman of the Board or the President.
20. At
all meetings of the Board of Directors, one-half of the number of directors then
in office, or, if there shall be an odd number of directors, then a majority
thereof, shall be necessary and sufficient to 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 permitted or provided by
statute, or by the Certificate of Incorporation, or by these
By-Laws. If at any meeting of the Board there shall be less than a
quorum present, a majority of those present may adjourn the meeting from time to
time until a quorum is obtained, and no further notice thereof need be given
other than by announcement at said meeting which shall be so
adjourned.
COMMITTEES
OF THE BOARD.
21. The
Board of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of two or more of
the directors of the Corporation, which to the extent provided in the
resolution, shall have and may exercise powers of the Board of Directors in the
management of the business and affairs of the Corporation. The Board
of Directors may designate one or more advisory directors to be a member or
members of any such committee but no such advisory director shall have power to
vote as a member of such committee. The Board of Directors may also,
by resolution adopted by a majority of a quorum of the Board, designate one or
more committees with solely advisory functions, each such committee to consist
of two or more of the directors and of such other persons as shall be specified
in such resolution. Such committee or committees shall have such name
or names as may be determined from time to time by the Board of
Directors.
22. The
term of office of each member of any such committee shall be for such period as
may be from time to time determined by the Board of Directors but any member of
any such committee may be removed at any time by the Board of Directors and
shall cease to hold such office upon his ceasing to be a director (or advisory
director) or upon his resignation. Vacancies in the membership
of any such committee may be filled by the Board of Directors. Except
as otherwise determined by the Board of Directors, each such committee may
establish its own rules of procedure but shall make a written report or
recommendation to the Board of Directors upon completion of its duties or
whenever requested by the Board.
OFFICERS.
23. The
officers of the Corporation shall be chosen by the Board of Directors at its
first meeting after each annual meeting of stockholders. The executive officers
shall be the President, such one or more Vice Presidents and such other
officers as the Board of Directors may from time to time
determine. The administrative officers shall be a Secretary and a
Treasurer, and such one or more Assistant Secretaries and Assistant Treasurers
as the Board may from time to time determine. Any two or, except for
the offices of President and Secretary, more offices may be held by the same
person. The President shall be chosen from among the members of the
Board of Directors, but the other officers need not be members of the
Board.
24. The
Board of Directors may at any time appoint or reappoint as an advisory director
any person eligible to serve as such under the second paragraph of Section 15 of
these By-Laws whose services as such will be, in the opinion of the Board of
Directors, of value to the Corporation. An advisory director shall be
entitled to notice of and to attend and advise at, but not to vote at, meetings
of the Board of Directors, and any committees thereof to which he shall be
designated, and for his services may be paid, in the discretion of the Board of
Directors, compensation and reimbursement of expenses on the same basis as if he
were a director. The term of office of each advisory director shall
terminate on the earlier of the date when he ceases to be eligible for such
position under said paragraph of Section 15 or, subject to reappointment, the
date of the first meeting of the Board of Directors after the annual meeting of
stockholders next following his appointment.
25. The
Board of Directors may appoint such other officers and agents as it shall deem
necessary, who shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
26. Except
as otherwise determined by the Board of Directors, the officers of the
Corporation shall hold office until their successors are chosen and
qualified. Any officer may be removed at any time by the Board of
Directors. In the event of any vacancy occurring in any office of the
Corporation by reason of death, resignation, removal or otherwise, such vacancy
may be filled by, or in the manner prescribed by, the Board of
Directors. The Board of Directors may assign, or provide for the
assignment or devolution of, the powers and duties of any officer to any other
officer or agent of the Corporation.
POWERS
AND DUTIES OF THE CHAIRMAN OF THE BOARD.
27. The
Board of Directors may from time to time in its discretion appoint from among
the members of the Board of Directors a Chairman of the Board with such powers
and duties as may be assigned to him from time to time by the
Board.
POWERS
AND DUTIES OF THE PRESIDENT.
28. The
President, subject to action by the Board of Directors, shall be the chief
executive officer of the Corporation, shall have supervision and charge of all
of the affairs of the Corporation, shall preside at all meetings of the Board of
Directors and of stockholders, unless a Chairman of the Board has been appointed
under Section 27; and shall perform and do all acts
and
things incident to the position of President and shall have such other powers
and duties as may be assigned to him, from time to time, by the Board of
Directors.
POWERS
AND DUTIES OF VICE-PRESIDENTS.
29. The
Vice-Presidents shall exercise such of the powers and perform such of the duties
of the President on behalf of the Corporation as may be respectively assigned to
them from time to time by the Board of Directors or the President. In
the absence or inability of the President to act, the Executive Vice-President,
if there shall be a Vice-President designated as such by the Board of Directors,
or such Vice-President as shall have been designated by the Board of Directors
for the purpose, or, in the event of the failure of the Board of Directors so to
designate, then the Vice-President senior in service, or, in the absence or
inability of such Vice-President to act, any Vice-President shall have and
possess all of the powers and discharge all of the duties of the President,
subject however to the Board of Directors.
POWERS
AND DUTIES OF THE TREASURER.
30. It
shall be the duty of the Treasurer to have the care and custody of all the funds
and securities of the Corporation which may come into his hands as Treasurer,
and to endorse checks, drafts and other instruments for the payment of money for
deposit or collection when necessary or proper and to deposit the same to the
credit of the Corporation in such bank or banks or depository as the Board of
Directors may designate, and he may endorse all commercial documents requiring
endorsements for or on behalf of the Corporation. He may sign all
receipts and vouchers for the payments made to the Corporation. He
shall render an account of his transactions to the Board of Directors as often
as the Board shall require the same. He shall enter regularly in the
books to be kept by him for that purpose, full and adequate account of all
moneys received and paid by him on account of the Corporation. He
shall have charge of the supervision of the accounting system of the
Corporation, including the preparation and filing of all reports required by law
to be made to any and all public authorities and officials. He shall
perform all acts incident to the position of Treasurer, subject to the control
of the Board of Directors. He shall when requested, pursuant to vote
of the Board of Directors, give a bond to the Corporation conditioned for the
faithful performance of his duties, the expense of which bond shall be borne by
the Corporation.
POWERS
AND DUTIES OF THE SECRETARY.
31. The
Secretary shall be sworn to the faithful discharge of his duty. He shall act as
custodian of the minutes of all meetings of the Board of Directors and of the
stockholders; he shall attend to the giving and serving of all notices of the
Corporation; and he shall attest the seal of the Corporation upon all contracts
and instruments executed under such seal. He shall have charge of the
stock certificate book, transfer book and stock ledger, and such other books and
papers as the Board of Directors may direct. He shall, in general,
perform all the duties of Secretary, subject to the control of the Board of
Directors.
ASSISTANT
SECRETARIES AND ASSISTANT TREASURERS.
32. An
Assistant Secretary or an Assistant Treasurer shall, in the absence or
disability or at
the
request of the Secretary or Treasurer respectively, perform the duties of the
Secretary or Treasurer respectively, and shall perform such other duties as may
from time to time be imposed upon him by the Board of Directors or by the
President. The performance of any such duty shall be conclusive
evidence of his right to act.
DUTIES OF
OFFICERS MAY BE DELEGATED.
33. In
case of the absence of any officer of the Corporation, or for any other reason
that 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.
TRANSFER
AGENT AND REGISTRAR.
34. The
Board of Directors may appoint one or more Transfer Agents or Transfer Clerks
and Registrars, and may require all stock certificates, certificates
representing any rights or options and any written notices or statements
relative to uncertificated stock to be signed by such Transfer Agents or
Transfer Clerks acting on behalf of the Corporation and by such
Registrars.
CERTIFICATES
FOR SHARES.
35. The
shares of the Corporation shall be represented by a certificate or shall be
uncertificated and shall be entered in the books of the Corporation and
registered as they are issued. Certificates shall be signed by, or in
the name of the Corporation by, the President or a Vice-President or any other
officer authorized by law and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary.
Within a
reasonable time after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to the Delaware General Corporate Law or a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Any of or
all the signatures on a certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
TRANSFER
OF STOCK
36. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate or evidence of the issuance of
uncertificated shares to the person entitled thereto, cancel the old
certificate
and
record the transaction upon the Corporations books. Upon the receipt
of proper transfer instructions from the registered owner of uncertificated
shares, such uncertificated shares shall be cancelled, issuance of new
equivalent uncertificated shares or certificated shares shall be made to the
person entitled thereto and the transaction shall be recorded upon the books of
the Corporation.
CLOSING
TRANSFER BOOKS AND FIXING RECORD DATE.
37. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding sixty days
in connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
REGISTERED
STOCKHOLDERS.
38. The
Corporation shall be entitled to treat the holder of record of any share or
shares of stock or of any right or rights or option or options 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, right or option on the part of any
other person, whether or not it shall have express or other notice thereof, save
as expressly provided by the laws of Delaware.
LOST,
STOLEN OR DESTROYED CERTIFICATES.
39. The
Corporation may issue a new certificate or certificates of stock or
uncertificated shares in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen, or destroyed when authorizing such issue of a new
certificate or certificates or uncertificated shares, the Board of Directors
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his legal representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
ANNUAL
REPORT AND INSPECTION OF BOOKS.
40. The
President shall make and present to the annual meeting of stockholders a
report showing a Balance Sheet and an Income Statement for the preceding fiscal
year. A copy of such report shall be mailed to each stockholder of
the Corporation at least fifteen days in advance of the annual meeting of the
Corporation. Such report may also contain such other information and
may be in such detail as the President and the Board of Directors may determine
in their absolute discretion.
The
stockholders of the Corporation by a majority vote at any meeting of
stockholders duly called, or in case the stockholders shall fail to act, the
Board of Directors shall have power from time to time to determine whether and
to what extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation (other than the stock
ledger) or any of them, shall be open to the inspection of stockholders; and no
stockholder shall have any right to inspect any account or book or document of
the Corporation, except as conferred by statute or authorized by the Board of
Directors or by a resolution of the stockholders.
CHECKS.
41. All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers as the Board of Directors may from time to time
designate.
FISCAL
YEAR.
42. The
fiscal year shall begin the first day of January in each year, and shall end on
the thirty-first day of December of such year.
NOTICES.
43. 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 mean
personal notice, unless otherwise provided in these By-Laws, but such notice may
be given in writing, by mail, by depositing the same in a post-office or
letterbox, in a post-paid wrapper, addressed to such stockholder, officer or
director at such address as appears on the books of the Corporation, or, in
default of other address, to such director, officer or stockholder at the
General Post Office in the City of Wilmington, Delaware, and such notice shall
be deemed to be given at the time when the same shall be thus
mailed.
Notice
need not be given of any adjourned meeting, special or regular of stockholders
or directors other than by announcement at the meeting which is being
adjourned.
Any
stockholder, director or officer may waive any notice required to be given by
statute or under the provisions of the Certificate of Incorporation or under
these By-Laws, and such waiver shall be deemed equivalent to the notice so
required; provided, always, that such waiver shall be
in
writing and signed by such stockholder, officer or director, or by his duly
authorized attorney, whether before or after the meeting or the time stated
therein notice of which is being waived.
ACTION IN
RELIANCE UPON ORDERS OF REGULATORY BODIES.
44. No
present or future director or officer of the Corporation (or his heirs,
executors and administrators) shall be liable for any act, omission, step or
conduct taken or had in good faith which (whether by condition or otherwise) is
required, authorized or approved by any order or orders issued pursuant
to: the Public Utility Holding Company Act of 1935; the Federal Power
Act; or any state statute regulating the Corporation or its subsidiaries by
reason of their being public utility companies or public utility holding
companies; or any amendment to any thereof. In any action, suit or
proceeding based on any act, omission, step or conduct, as in this By-Law
described, the provisions hereof shall be brought to the attention of the
Court. In the event that such provisions are found by the Court not
to constitute a valid defense on the grounds of not being applicable to the
particular class of plaintiff, each such director and officer (and his heirs,
executors and administrators) shall be reimbursed for, or indemnified against,
all expenses and liabilities incurred by him or imposed on him, in connection
with, or arising out of, any such action, suit or proceeding based on any act,
omission, step or conduct taken or had in good faith as in this By-Law
described. Such expenses and liabilities shall include, but shall not
be limited to, judgments, court costs and attorneys' fees. The
foregoing rights shall not be exclusive of any other rights to which any
director or officer may otherwise be entitled and shall be available whether or
not the director or officer continues to be a director or officer at the time of
incurring such expenses and liabilities.
INDEMNIFICATION
AND RELATED MATTERS.
45. Each
person who is or was a director or officer of the Corporation and who was or is
a party or was or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the Corporation as a matter of right against
any and all expenses (including attorneys' fees) actually and reasonably
incurred by him and against any and all claims, judgments, fines, penalties,
liabilities and amounts paid in settlement actually incurred by him in defense
of such claim, action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by this
Section shall inure to the benefit of the heirs, executors and administrators of
such person.
Expenses
(including attorneys' fees) incurred by a director or officer of the Corporation
with respect to the defense of any such claim, action, suit or proceeding may be
advanced by the Corporation prior to the final disposition of such claim,
action, suit or proceeding, as authorized by the Board of Directors in the
specific case, upon receipt of an undertaking by or on behalf of such person to
repay such amount unless it shall ultimately be determined that such person is
entitled to be indemnified by the Corporation under this Section or otherwise;
provided, however, that the advancement of such expenses shall not be deemed to
be indemnification unless and until it shall ultimately be determined that such
person is entitled to be indemnified by
the
Corporation.
The
Corporation may purchase and maintain insurance at the expense of the
Corporation on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or any person who is or was serving at the request
of Corporation as a director (or the equivalent), officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or expense (including
attorneys' fees) asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability or expense under this Section
or otherwise.
The
foregoing rights shall not be exclusive of any other rights to which any such
director or officer may otherwise be entitled and shall be available whether or
not the director or officer continues to be a director or officer at the time of
incurring any such expenses and liabilities.
If any
word, clause or provision of the By-Laws or any indemnification made under
Section 44 or Section 45 hereof shall for any reason be determined to be
invalid, the provisions of the By-Laws shall not otherwise be affected thereby
but shall remain in full force and effect. The masculine pronoun, as
used in the By-Laws, means the masculine and feminine wherever
applicable.
AMENDMENTS.
46. The
By-Laws of the Corporation may be altered, amended or repealed (a) at any
meeting of the Board of Directors by the vote of a majority of the entire Board
then in office, or (b) by the vote of the holders of a majority of that part of
the capital stock of the Corporation having voting powers which is represented
in person or by proxy at any annual meeting of stockholders or at any special
meeting called for that purpose (provided that a lawful quorum of stockholders
be there represented in person or by proxy), or (c) without a meeting by the
written consent of the holders of all of the issued and outstanding capital
stock of the Corporation having voting powers; provided, however, that the Board
of Directors shall not have power to alter, amend or repeal the provisions of
Sections 5, 44 or 46 of the By-Laws and provided, further, that an alteration,
amendment or repeal of any other provision of the By-Laws by the Board of
Directors shall cease to be effective unless submitted to and ratified or
approved at the next annual or special meeting at which a lawful quorum of
stockholders is represented in person or by proxy by the vote of the
holders of a majority of that part of the capital stock of the Corporation
having voting powers which is represented in person or by proxy at such
meeting.