____________________________________________________________
By-Laws
OF
ALLEGHENY POWER SYSTEM, INC.
As Amended to June 5, 1997
BY-LAWS
OF
ALLEGHENY POWER SYSTEM, INC.
_____________________
ARTICLE I.
STOCKHOLDERS' MEETINGS.
SECTION 1. Place of Meetings.
Every meeting of the stockholders shall be held in New
York, N. Y., or at such other place within the United States
as shall be determined by the Board of Directors and
specified in the notice thereof.
SECTION 2. Annual Meetings.
An annual meeting of the stockholders of this Corporation
shall be held on the second Thursday in May in each year (or
if that be a legal holiday, then on the next succeeding
business day) for the purpose of electing Directors for the
ensuing year and for the transaction of such other business
as may properly be brought before the meeting.
SECTION 3. Special Meetings.
Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board, the President, the
Board of Directors or the Executive Committee, and shall be
called by the President or Secretary or any Director upon
the request in writing of stockholders holding a majority in
amount of the entire capital stock issued and outstanding
entitled to vote thereat. Such request shall state the
purpose or purposes of the proposed meeting. Unless the
Board of Directors or the Executive Committee determines
otherwise, the business of any special meeting shall be
limited to the purpose or purposes for which such special
meeting is called and no other proposals or matters shall be
considered.
SECTION 4. Notice of Meetings of Stockholders.
Written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the
business proposed to be transacted at any special meeting),
shall be served personally upon, left at the residence or
usual place of business of or mailed, postage prepaid, to
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each stockholder, entitled to vote, of record on the record
date fixed by the Board of Directors therefor, at such
address as appears upon the books of the Corporation, at
least ten days before such meeting. No business shall be
transacted at any special meeting except that specially
named in the notice of such meeting.
Notice of the time, place and/or purpose of any meeting of
stockholders may be dispensed with if every stockholder
entitled to vote, shall attend either in person or by proxy,
or if every absent stockholder entitled to vote shall in
writing, filed with the records of the meeting, either
before or after the holding thereof, waive such notice.
No stockholder shall be entitled to notice of any meeting
of stockholders unless entitled to vote thereat.
SECTION 5. Quorum at Stockholders' Meetings.
The presence in person or by proxy of the holders of
record of a majority of the shares of the capital stock of
the Corporation issued and outstanding, entitled to vote,
shall constitute a quorum at all meetings of the
stockholders except as otherwise provided by law or these By-
Laws. If, however, such majority shall not be present or
represented at any meeting of the stockholders, the holders
of a majority of the stock 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.
SECTION 6. Voting and Inspectors.
At all meetings of stockholders every stockholder shall be
entitled to vote all shares of voting stock standing in his
name on the books of the Corporation on the date for the
determination of stockholders entitled to vote at such
meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or his
duly authorized attorney and bearing date not more than
three months prior to said meeting, unless said instrument
shall on its face provide for a longer period for which it
is to remain in force.
All elections shall be had and all questions decided by a
majority of the votes cast at a duly constituted meeting,
except as otherwise provided by law, in the Charter or in
these By-Laws.
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At any election of Directors, upon the request of the
holders of ten percent. (10%) of the stock entitled to vote
at such election, the Chairman of the meeting shall appoint
two Inspectors of Election, who shall first subscribe an
oath or affirmation to execute faithfully the duties of
Inspectors at such election with strict impartiality and
according to the best of their ability, and shall make a
certificate of the result of the vote taken; no candidate
for the office of Director shall be appointed such
Inspector.
A vote by ballot shall be taken upon any election or
matter, upon the request of the holders of ten per cent.
(10%) of the stock entitled to vote on such election or
matter.
SECTION 7. Conduct of Stockholders' Meetings.
The meetings of the stockholders shall be presided over by
the Chairman of the Board, or if he is not present by the
President, or if he is not present by a Vice-President, or
if neither the Chairman of the Board nor the President nor a
Vice-President is present, by a Chairman to be elected at
the meeting. The Secretary of the Corporation, if present,
shall act as Secretary of such meetings; if neither the
Secretary nor any Assistant Secretary is present then the
meeting shall elect its Secretary.
The order of business at each such meeting shall be as
determined by the Chairman of the meeting. The Chairman of
the meeting shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or
comments on the affairs of the Corporation, restrictions on
entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the
voting polls.
SECTION 8. Advance Notice of Stockholder Proposals and
Nominations.
At any annual or special meeting of stockholders,
proposals made by stockholders and nominations for election
as directors made by stockholders shall be considered only
if advance notice thereof has been timely given as provided
herein and such proposals or nominations are otherwise
proper for consideration under applicable law and the
Charter and these By-Laws. Notice of any proposal to be
presented by any stockholder or of the name of any person to
be nominated by any stockholder for election as a director
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of the Corporation at any meeting of stockholders shall be
delivered to the Secretary of the Corporation at its
principal executive office not less than 60 nor more than 90
days prior to the date of the meeting; provided, however,
that if the date of the meeting is first publicly announced
or disclosed (in a public filing or otherwise) less than 70
days prior to the date of the meeting, such advance notice
shall be given not more than ten days after such date is
first so announced or disclosed. Public notice shall be
deemed to have been given more than 70 days in advance of
the annual meeting if the Corporation shall have previously
disclosed, in these By-Laws or otherwise, that the annual
meeting in each year is to be held on a determinable date,
unless and until the Board of Directors determines to hold
the meeting on a different date. Any stockholder who gives
notice of any such proposal shall deliver therewith the text
of the proposal to be presented and a brief written
statement of the reasons why such stockholder favors the
proposal and setting forth such stockholder's name and
address, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such
stockholder and any material interest of such stockholder in
the proposal (other than as a stockholder). Any stockholder
desiring to nominate any person for election as a director
of the Corporation shall deliver with such notice a
statement in writing setting forth the name of the person to
be nominated, the number and class of all shares of each
class of stock of the Corporation beneficially owned by such
person, the information regarding such person required by
paragraphs (a), (e) and (f) of Item 401 of Regulation S-K
adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation subsequently
adopted by the Securities and Exchange Commission applicable
to the Corporation), such person's signed consent to serve
as a director of the Corporation if elected, such
stockholder's name and address and the number and class of
all shares of each class of stock of the Corporation
beneficially owned by such stockholder. As used herein,
shares "beneficially owned" shall mean all shares as to
which such person, together with such person's affiliates
and associates (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended), may be deemed
to beneficially own pursuant to Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, as amended, as well as
all shares as to which such person, together with such
person's affiliates and associates, has the right to become
the beneficial owner pursuant to any agreement or
understanding, or upon the exercise of warrants, options or
rights to convert or exchange (whether such rights are
execrable immediately or only after the passage of time or
the occurrence of conditions). The Chairman of the meeting,
in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall determine
whether such notice has been duly given and shall direct
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that proposals and nominees not be considered if such notice
has not been given.
ARTICLE II.
BOARD OF DIRECTORS.
SECTION I. Number and Tenure of Office.
The business and property of the Corporation shall be
managed by a Board of Directors. The number of Directors of
the Corporation shall be not more than fifteen, but the
number of directors may from time to time be increased or
decreased as provided in Section 2 of this Article 11.
Directors need not be stockholders. Directors shall hold
office until the next annual meeting of stockholders and
until their successors are duly chosen and qualified.
SECTION 2. Increase and Decrease in Number of Directors.
The Board of Directors by the affirmative vote of a
majority of the entire Board may from time to time increase
the number of Directors to any number not exceeding fifteen
and may from time to time decrease the number of Directors
to any number not less than three.
SECTION 3. Vacancies.
Except as otherwise provided by law, any vacancy occurring
in the Board of Directors for any cause other than by reason
of an increase in the number of Directors may be filled by a
majority of the Directors remaining in office, whether or
not they constitute a quorum. Any vacancy occurring by
reason of an increase in the number of Directors may be
filled by a majority of the entire Board of Directors.
SECTION 4. Place of Meetings.
Every meeting of the Board of Directors shall be held in
New York, N. Y., or at such other place in or out of the
State of Maryland as the Board may from time to time
determine or shall be specified in the notice thereof.
SECTION 5. Regular Meetings.
Regular meetings of the Board of Directors shall be held
at such time and on such notice as the Directors may from
time to time determine.
The annual meeting of the Board of Directors shall be held
as soon as practicable after the adjournment of the annual
meeting of the stockholders for the election of Directors.
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SECTION 6. Special Meetings.
Special meetings of the Board of Directors may be held at
any time upon call of the Chairman of the Board, the
President, the Executive Committee, or of a majority of the
Directors, by oral or telegraphic or written notice duly
served on or sent or mailed to each Director not less than
two days before such meeting. Meetings of the Board of
Directors may be held at any time without notice, if all the
Directors are present or if those not present waive notice
of the meeting in writing, filed with the records of the
meeting before or after the holding thereof.
SECTION7. ActionbyWrittenConsentTelephonicor0therSimilarCom
munications Equipment.
Any action required or permitted to be taken at a meeting
of the Board may be taken without a meeting if the action is
taken by the whole Board and is evidenced by one or more
written consents describing the action taken, signed by all
Directors on the Board, and filed with the minutes or
corporate records of Board proceedings. Members of the
Board may participate in a regular or special meeting of the
Board by means of conference telephone or similar
communications equipment by which all persons participating
can simultaneously hear each other. Participation in a
meeting by these communications means constitutes presence
in person at the meeting.
SECTION 8. Quorum.
One-third of the whole number of Directors, but in no case
less than two Directors, shall constitute a quorum for the
transaction of business. 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 shall have been obtained.
SECTION 9. Executive Committee and Other Committees.
The Board, by resolution adopted by a majority of the
whole Board, may elect from its members an Executive
Committee and one or more other committees, each consisting
of two or more Directors. The President and the Chairman of
the Board shall be a member and the Chairman, respectively,
of the Executive Committee. Unless otherwise expressly
provided by law or by the Charter or by resolution of the
Board, the Executive Committee shall have all the powers @f
the Board (except the power to appoint or remove a member of
the Executive Committee or other committee; to fill
vacancies on the Board or its committees; to remove an
officer appointed by the Board; to adopt, amend or repeal
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these By-Laws or the Company's Charter; to declare dividends
or distributions OD stock; to issue stock; to approve any
merger or share exchange not requiring stockholder approval
or to recommend to stockholders any action requiring
stockholders' approval) when the Board is not in session,
and each other committee shall have such powers as the Board
shall confer. In the absence of any member of any such
committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a
member of the Board to act in the place of such absent
member. Each such committee may fix its own rules of
procedure, and may meet when and as provided by such rules
or by resolution of the Board of Directors; but in every
case the presence of a majority shall be necessary to
constitute a quorum. Insofar as the rights of third parties
shall not be affected thereby, all action by any committee
shall be subject to revision and alteration by the Board.
Any action required or permitted to be taken at a meeting of
the members of the Executive or any other committee may be
taken without a meeting if the action is taken by the whole
committee and is evidenced by one or more written consents
describing the action taken, signed by all members of the
committee, and filed with the minutes or corporate records
of committee proceedings. Members of any committee may
participate in a regular or special meeting of such
committee by means of conference telephone or similar
communications equipment by which all persons participating
can simultaneously hear each other. Participation in a
meeting by these communications means constitutes presence
in person at the meeting. The majority of the whole Board
of Directors shall have the power at any time to change the
members of the Executive Committee, except the Chairman
thereof, and to change, at any time, the members of the
other committees, to fill vacancies in any committee by
election from the Directors, and to discharge any of the
other committees.
SECTION 10. Remuneration.
In addition to reimbursement of his reasonable expenses
incurred in attending meetings or otherwise in connection
with his attention to the affairs of the Company, each
Director as such, and as a member of the Executive Committee
or of any other committee of the Board, shall be entitled to
receive such remuneration as may be fixed from time to time
by the Board of Directors, in the form either of payment at
the rate of a fixed sum per month or of fees for attendance
at meetings of the Board and committees thereof.
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ARTICLE III.
OFFICERS.
SECTION 1. Executive Officers.
The Executive Officers of the Corporation shall be elected
by the Board of Directors as soon as may be after the annual
meeting of the stockholders, and shall be a Chairman of the
Board (who shall be a Director), a President (who shall be a
Director), one or more Vice-Presidents, a Secretary, one or
more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers. The Board of Directors may also
appoint such other officers, agents and employees as to the
Board may seem proper. Any two offices, except those of
President and Vice-President, may be held by the same
person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument
is required by law or these By-Laws to be executed,
acknowledged or verified by any two or more officers.
SECTION 2. Term of Office.
The term of office of all officers shall be one year and
until their respective successors are elected, subject,
however, to the provision for removal contained in the
Charter.
SECTION 3. Powers and Duties.
The officers of the Corporation shall have such powers
and duties as generally
pertain to their offices, respectively, as well as such
powers and duties as from time to time shall be conferred
by the Board of Directors or the Executive Committee.
SECTION 4. Checks, Notes, Etc.
All checks and drafts on the Corporation's bank accounts
and all bills of exchange and promissory notes, and all
acceptances, obligations and other intruments for the
payment of money, shall be signed by such officer or
officers, agent or agents, as shall be thereunto authorized
from time to time by the Board of Directors or the Executive
Committee.
ARTICLE IV.
CAPITAL STOCK.
SECTION 1. Certificate of Shares.
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Certificates representing shares in the capital stock of
the Corporation shall be in such form as the Board of
Directors may from time to time prescribe and shall be
signed by the President or a Vice-President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and sealed with its
seal. A certificate shall be deemed to be so signed and
sealed whether the signatures be manual or facsimile
signatures and whether the seal be a facsimile seal or any
other form of seal.
SECTION 2. Transfer of Shares.
Shares in the capital stock of the Corporation shall be
transferred on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney, upon
surrender and cancellation of certificates for the same
number of shares, duly endorsed or accompanied by proper
instruments of assignment and transfer, with such proof of
the authenticity of the signature as the Corporation or its
agents may reasonably require.
SECTION 3. Record Dates.
The Directors may fix, in advance, a date as the record
date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or
the allotment of any rights, or in order to make a
determination of stockholders for any other proper purpose.
Such date in any case shall be not more than forty days, and
in case of a meeting of stockholders, not less then ten
days, prior to the date on which the particular action,
requiring such determination of stockholders, is to be
taken.
SECTION 4. Seal.
The Board of Directors shall provide a suitable corporate
seal, in such form and bearing such inscriptions as they may
determine.
SECTION 5. Stock Ledgers.
Original or duplicate stock ledgers, containing the names
and addresses of the stockholders of the Corporation and the
number of shares of each class held by them respectively,
shall be kept at an office or agency of the Corporation in
such city or town as may be designated in an additional or
supplementary by-law adopted by the Board of Directors. If
no other place is so designated, such original or duplicate
stock ledgers shall be kept at an office or agency of the
Corporation in New York, NY
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ARTICLE V.
FISCAL YEAR.
The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty-first day of
December following.
ARTICLE VI.
INDEMNIFICATION.
SECTION 1.
The Corporation shall indemnify any person who was or is a
party or is threatened with being made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative,
including all appeals (other than an action, suit or
proceeding by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer or
employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, decrees, fines, penalties and
amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contenders or its equivalent, shall not
of itself create a presumption that the person did not act
in good faith or in a manner which he reasonably believed to
be in or not opposed to the best interests of the
Corporation or, with respect to any criminal action, suit or
proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
SECTION 2.
The Corporation shall indemnify any person who was or is a
party or is threatened with being made a party to any
threatened, pending or completed action, suit or proceeding,
including all appeals, by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact
that he is or was a director, officer or employee of the
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Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with
the defense or settlement of such action, suit or
proceeding. The Corporation shall also indemnify any such
person against amounts paid in settlement of such action,
suit or proceeding up to the amount that would reasonably
have been expended in his defense (determined in the manner
provided for in Section 4) if such action, suit or
proceeding bad been prosecuted to a conclusion. However,
indemnification under this Section shall be made only if the
person to be indemnified acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the Corporation and no such indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been finally adjudged to be
liable for negligence or misconduct in the performance of
his duty to the Corporation unless, and only to the extent
that, the court or body in or before which such action, suit
or proceeding was finally determined, or any court of
competent jurisdiction, shall determine upon application
that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses or other
amounts paid as such court or body shall deem proper.
SECTION 3.
Without limiting the right of any director, officer or
employee of the Corporation to indemnification under any
other Section hereof, if such person has been substantially
and finally successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Sections 1
and 2 or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 4.
Any indemnification under Sections 1 and 2 (unless ordered
by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer or employee is
proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections I and
2. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of
directors who are or were not parties to or threatened with
such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or even if obtainable, if a majority of a
quorum of disinterested directors so directs, by independent
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legal counsel (compensated by the Corporation) in a written
opinion, or (3) if there be no disinterested directors, or
if a majority of the disinterested directors, whether or not
a quorum, so directs, by the holders of a majority of the
shares entitled to vote in the election of directors without
reference to default or contingency which would permit the
holders of one or more classes of shares to vote for the
election of one or more directors.
SECTION 5.
Expenses of each person indemnified hereunder incurred in
defending a civil, criminal, administrative or investigative
action, suit, or proceeding (including all appeals) or
threat thereof, may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as
authorized by the Board of Directors, whether a
disinterested quorum exists or not, upon receipt of an
undertaking by or on behalf of the director, officer or
employee to repay such expenses unless it shall ultimately
be determined that he is entitled to be indemnified by the
Corporation.
SECTION 6.
The indemnification provided by this Article shall not be
deemed exclusive of or in any way to limit any other rights
to which any person indemnified may be or may become
entitled as a matter of law, by the articles, regulations,
agreements, insurance, vote of shareholders or otherwise,
with respect to action in his official capacity and with
respect to action in another capacity while holding such
office and shall continue as to a person who has ceased to
be a director, officer, or employee and shall inure to the
benefit of the heirs, executors, administrators and other
legal representatives of such person.
SECTION 7.
Sections I through 6 of this Article shall also apply to
such other agents of the Corporation as are designated for
such purpose at any time by the Board of Directors.
SECTION 8.
If any part of this Article shall be found, in any action,
suit or proceeding, to be invalid or ineffective, the
validity and the effect of the remaining parts shall not be
affected.
SECTION 9.
The provisions of this Article shall be applicable to
claims, actions, suits or proceedings made or commenced
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after the adoption hereof, whether arising from acts or
omissions to act occurring before or after the adoption
hereof.
ARTICLE VII.
AMENDMENTS.
The power to make, alter and repeal the By-Laws of the
Corporation is vested in the Board of Directors and may be
exercised by a majority of the whole Board; except that the
power to alter the By-Laws to divide the Board into classes
having different tenures of office is reserved in the
Charter to the stockholders.
ARTICLE VIII.
MISCELLAENOUS.
The Corporation shall not, as a common or contract
carrier, engage in the transportation of passengers or
property by railroad or motor vehicle; but this restriction
shall not limit the exercise by the Corporation of its other
powers as contained in this Charter. The provisions of this
Article VlII shall not be altered, amended or repealed
except by the stockholders.
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