EXHIBIT 3(B)
CODE OF REGULATIONS
OF
AEP GENERATING COMPANY
(an Ohio Corporation)
(As Amended June 15, 2000)
ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal office of the corporation
shall be located at 1 Riverside Plaza, Columbus, Ohio 432l5.
SECTION 2. Other Offices. In addition to its principal office, the
corporation may also have offices at such other places within or without the
State of Ohio as the Board of Directors may from time to time determine.
ARTICLE II
PLACE OF MEETINGS
Special meetings of the shareholders and regular and special meetings of the
Board of Directors may be held at any place or places within or without the
State of Ohio.
ARTICLE III
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders of the
corporation for the purpose of electing directors and transacting such other
business as may properly come before the meeting shall be held at the principal
office of the corporation on the second Tuesday in February of each year, if not
a legal holiday, but if a legal holiday, then on the next business day
following.
Upon due notice there may also be considered and acted upon at an annual
meeting any matter which could properly be considered and acted upon at a
special meeting.
At the annual meeting, or any other meeting of the stockholders at which
directors are to be elected, the officers of the corporation shall lay before
the shareholders a statement of profit and loss and a balance sheet containing a
summary of the assets and liabilities, a summary of profits earned, dividends
paid and other changes in the surplus account of the corporation, made up to a
date not more than four months before said meeting, from the date up to which
the last preceding statement, account and balance sheet were made up. A
certificate, signed by the Chairman of the Board, the President or a
Vice-President and by the Treasurer or an Assistant Treasurer, or by a public
accountant or firm of public accountants, shall be appended to such statement of
profit and loss and balance sheet, stating that they are true and correct and
that they exhibit a fair view of the state of the corporation's affairs
according to its books.
The officers of the corporation shall, upon the written request of any
shareholder made after notice of any such meeting, forthwith mail to such
requesting shareholder a copy of such statement of profit and loss and balance
sheet.
SECTION 2. Special Meetings. After notice given pursuant to Section 3,
special meetings of the shareholders may be held at any time upon call of the
Chairman of the Board, the President, a Vice-President, the Secretary, an
Assistant Secretary, a majority of the Board of Directors acting with or without
a meeting, or of the persons who hold shares entitling them to exercise
twenty-five per cent (25%) of the voting power of all the shares outstanding and
entitled to vote thereat or as provided in the Articles of Incorporation. Such
call shall state the time, place and purposes of the meeting.
SECTION 3. Notice of Meeting. Notice in writing of each annual or special
meeting of shareholders shall be given by the Secretary or the officer
performing his duties, stating the time and place and the purposes thereof, and
a copy of such notice shall be served upon or mailed to each shareholder of
record entitled to vote or entitled to notice, not more than sixty (60) days nor
less than ten (10) days before any such meeting. If mailed, it shall be directed
to a shareholder at his address as it appears upon the records of the
corporation.
All notices with respect to any shares issued to persons as joint tenants
may be given to whichever of such persons is named first on the books of the
corporation and notice so given shall be sufficient notice to all such persons.
Every person who by operation of law, transfer, or by any other means
whatsoever shall become entitled to any share shall be bound by every notice in
respect of such share which previously to the entry of his name and address upon
the books of the corporation as the registered holder of such share shall have
been given to the person from whom he derives the title to such share. In the
event of the transfer of shares after notice has been given and prior to the
holding of the meeting, it shall not be necessary to serve notice upon the
transferee. If any meeting, annual or special, is adjourned to another time or
place, no further notice as to such adjourned meeting need be given other than
by announcement at the meeting at which such adjournment is taken.
SECTION 4. Waiver of Notice. Any shareholder, either before or after any
meeting, may waive in writing any notice required to be given by law or under
the Articles or under these regulations; and whenever all of the shareholders
entitled to vote shall meet in person or by proxy, such meeting shall be valid
for all purposes without call or notice, and at such meeting any action may be
taken.
SECTION 5. Record Date. Closing Books. The Board of Directors may fix a date
not exceeding sixty (60) days preceding the date of any meeting of shareholders
or any dividend payment date or any date for the allotment of rights as a record
date for the determination of the shareholders entitled to notice of such
meeting or to vote thereat or to receive such dividends or rights as the case
may be, and may close the books of the corporation against transfer of shares
during the whole or any part of such period including the time of such meeting
of the shareholders and any adjournments thereof. If the Board of Directors
shall not fix such record dates as aforesaid or close the books against
transfer, the shareholders of record at the close of business on the 15th day
prior to the date of such meeting or the date fixed to receive a dividend or
right shall be the shareholders entitled to notice of such meeting and entitled
to vote thereat and/or to receive such dividends or rights as the case may be.
At any meeting of shareholders a list of shareholders entitled to vote,
alphabetically arranged, showing the number and classes of shares held by each
on the date fixed or established for closing the books against transfers or the
record date fixed or established, as provided in this Section, certified by the
Secretary of the corporation, may be produced by such Secretary, and shall be
produced on the request of any shareholder, and such list shall be prima facie
evidence of the ownership of shares and of the right of shareholders to vote at
such meeting.
SECTION 6. Quorum. At any meeting, the holders of shares entitling them to
exercise a majority of the voting power of the corporation, present in person or
represented by proxy, shall constitute a quorum for all purposes, except as set
forth in the Articles or as otherwise provided by law. At any meeting at which a
quorum is present, all questions and business which shall come before the
meeting shall be determined by the vote of the holders of shares entitling them
to exercise a majority of the voting power of the shares represented by
shareholders present in person or by proxy except when a different proportion is
required by law, the Articles or these regulations. At any meeting, whether a
quorum is present or not, the holders of shares entitling them to exercise a
majority of the voting power of the shares represented by shareholders present
in person or by proxy may adjourn from time to time and from place to place
without notice other than by announcement at the meeting; provided, however,
that such adjournment shall not preclude any class of shareholders from taking
any action which they may be entitled to take pursuant to the provisions of the
Articles.
SECTION 7. Proxies. Any shareholder of record, entitled to attend a
shareholders' meeting or to vote thereat or to assent or give consents in
writing, may be represented at such meeting or vote thereat or assent or give
consents in writing, as the case may be, or exercise any other of his rights, by
proxy or proxies which, executed as hereinafter provided, shall be filed with
the Secretary of the corporation at or before such meeting.
The instrument appointing a proxy shall be in writing and signed by the
person making the appointment. A copy of a telegram, cablegram, wireless message
or photogram appearing to have been transmitted by a shareholder, or a
photographic, photostatic or other reproduction of a writing appearing to have
been signed by a shareholder, appointing a proxy or proxies, shall be deemed to
be and may be accepted and recognized as a sufficient proxy writing.
No appointment of a proxy shall be valid after the expiration of eleven
months after it is made, unless the writing specifies the date on which it is to
expire or the length of time it is to continue in force.
The person so appointed need not be a shareholder. A vote in accordance with
the terms of a proxy shall be valid notwithstanding the previous death or
incapacity of the principal or revocation of his appointment or the transfer of
shares voted, unless notice in writing of such death, incapacity, revocation or
transfer shall have been received at the office of the corporation at least
twenty-four hours before the meeting. The presence of a shareholder at a meeting
shall not operate to revoke a proxy given by him unless and until notice of such
revocation is given to the corporation in writing or in open meeting.
SECTION 8. Inspectors of Election. The Board of Directors of the corporation
may, by resolution adopted at a meeting of the Board of Directors held in
advance of any meeting of shareholders, appoint three Inspectors of Election to
act at such meeting of shareholders or any adjournment thereof. If Inspectors of
Election are not so appointed, the officer or person acting as chairman of any
such shareholders' meeting shall make such appointment. In case any person
appointed as an Inspector of Election shall fail or refuse to appear or to act,
the vacancy may be filled by appointment made at the shareholders' meeting by
the officer or person acting as chairman.
The decision, act or certificate of a majority of the Inspectors of Election
shall be effective in all respects as the decision, act or certificate of all.
The Inspectors of Election shall determine the number of shares outstanding,
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the authenticity, validity and effect of proxies, receive votes,
ballots, assents or consents, hear and determine all challenges and questions in
any way arising in connection with the vote, count and tabulate all votes,
assents and consents, determine and announce the result, and do such acts as may
be proper to conduct the election or vote with fairness to all shareholders of
the corporation.
On request, the Inspectors of Election shall make a report in writing of any
challenge, question or matter determined by them and make and execute a
certificate of any fact found by them.
Any certificate of the Inspectors of Election shall be prima facie evidence
of the facts stated therein and of the vote as certified by them.
No Inspector of Election need be a shareholder of the corporation.
ARTICLE IV
DIRECTORS
SECTION 1: Number of Directors. The Board of Directors shall consist of such
number not less than three nor more than fifteen members, as shall be fixed from
time to time by the Board of Directors or by the shareholders at the annual
meeting or a special meeting. (As amended 6/15/2000)
SECTION 2. Election of Directors. The election of directors shall take place
at the annual meeting of shareholders, but if the annual meeting is not held or
directors are not elected thereat or if a class of shareholders become entitled
to the election of directors pursuant to the provisions of the Articles, they
may be elected at a special meeting called and held for that purpose.
Within sixty days after his election, each director shall qualify either (a)
by accepting in writing his election as a director, or (b) by acting at a
meeting of the Board of Directors.
SECTION 3. Term of Office. Subject to the provisions of the Articles,
directors shall hold office for one year and until their successors are
chosen and qualified.
Directors need not be shareholders of the corporation.
SECTION 4. Vacancies. Subject to the provisions of the Articles, the
remaining directors, though less than a majority of the whole board, may by a
vote of a majority of this number fill any vacancy in the Board of Directors and
the person so elected shall hold office until an election to fill such vacancy
is had. Subject to the provisions of the Articles, shareholders entitled to
elect directors shall have the right to fill any vacancy in the Board (whether
the same has been temporarily filled by the remaining directors or not) at any
meeting of the shareholders called for that purpose, and any director elected at
any such meeting of the shareholders shall serve until the next annual meeting
of shareholders and until his successor is chosen.
Within the meaning of this section a vacancy or vacancies shall be deemed to
exist in case the shareholders shall increase the authorized number of directors
but shall fail at the meeting at which such increase is authorized or an
adjournment thereof, to elect the additional directors so provided for, or in
case the shareholders fail at any time to elect the full number of authorized
directors.
ARTICLE V
POWERS AND MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. General Powers of Board. The powers and capacity of the
corporation shall be vested in and its authority shall be exercised, its
business and affairs conducted and its property controlled by the Board of
Directors, subject nevertheless to the Articles and these regulations.
SECTION 2. Other Powers. Without prejudice to the general powers
conferred by or implied in the last preceding section, the directors, acting
as a Board, shall have power,
(a) To fix, define and limit the powers and duties of all officers; (b) To
fix the salaries of all officers; (c) To appoint, and at their discretion
to remove, or suspend, such
subordinate officers, assistants, managers, agents and employees as the
directors may from time to time think fit and to determine their duties and fit
their compensation;
(d) To require any officer, agent or employee of the corporation to
furnish a bond for faithful performance in such amount and with such sureties as
they may approve;
(e) To designate a depositary or depositaries of the funds of the
corporation and the officer or officers or other persons who shall be authorized
to sign notes, checks, drafts, contracts, deeds, mortgages, and other
instruments on behalf of the corporation;
(f) To appoint and remove transfer agents and/or registrars for the
corporation's shares; (g) To authorize the payment of compensation to the
Directors for
services to the corporation, including fees for attendance at meetings of the
Board of Directors, and to determine the amount of such compensation and fees.
SECTION 3. Meetings of the Board. A meeting of the Board of Directors may be
held immediately following the adjournment of each shareholders' meeting at
which directors are elected, and notice of such meeting need not be given.
The Board of Directors may, by resolution, provide for other regular
meetings of the Board. Special meetings of the Board of Directors may be held at
any time upon call of the Chairman of the Board, the President, a
Vice-President, or any two members of the Board.
Notice in writing of meetings of the Board of Directors shall be delivered
personally to each director or sent to each director by mail, telegram,
cablegram or radiogram at least two (2) days prior to the meeting, but such
notice may be waived by any director either before or after the holding thereof.
The notice need not specify the purpose of the meeting. Unless otherwise
indicated in the notice thereof, any business may be transacted at any regular
or special meeting.
Meetings of the Board of Directors may be held at its principal office or at
any other place or places within or without the State of Ohio.
Meetings of the Board shall be presided over by the Chairman of the Board,
or, in his absence, by the President, or, in the absence of both, by a
Vice-President, or, if none of such officers is present, by a chairman to be
elected at the meeting. The Secretary of the corporation shall act as Secretary
of such meeting if present. In his absence the chairman may appoint a Secretary.
SECTION 4. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, provided that whenever less than a
quorum is present at the time and place appointed for any meeting of the Board,
a majority of those present may adjourn the meeting from time to time without
notice other than by announcement at the meeting until a quorum shall be
present.
ARTICLE VI
OFFICERS
SECTION 1. General Provisions. The Board of Directors shall choose a President,
a Secretary and a Treasurer and may also choose a Chairman of the Board, one or
more Vice Presidents, Assistant Secretaries and Assistant Treasurers and such
other officers as may be deemed necessary. The Chairman of the Board, if any,
shall be, but the other officers may or may not be, chosen from among the
members of the Board of Directors. Any two or more of such offices, other than
that of President and Vice President, Secretary and Assistant Secretary, or
Treasurer and Assistant Treasurer, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity.
SECTION 2. Term of Office. The officers of the corporation shall hold office
during the pleasure of the Board of Directors and unless sooner removed by the
Board of Directors, until the organization meeting of the Board of Directors
following the date of their election or until their successors are chosen and
qualified.
The Board of Directors may remove any officer at any time with or without
cause, by a majority vote.
A vacancy in any office, however created, shall be filled by the Board of
Directors.
SECTION 3. Duties of Officers. The officers of the corporation shall have such
duties as usually pertain to their offices, except as modified by the Board of
Directors and shall also have such other powers and duties as may be conferred
or enjoined upon them by the Board of Directors or by law.
ARTICLE VII
EXECUTIVE AND OTHER COMMTTEES
The board of directors may create an executive committee or any other
committee or committees of the board, and may authorize the delegation to any
such committee of any of the powers of the board and may define the extent to
which such powers may be delegated.
Any such committee shall be composed of members of and shall be appointed by
the board of directors to serve until otherwise ordered, and any such committee
shall act only in the intervals between meetings of the board of directors and
shall be subject at all times to the control and direction of the board of
directors.
Unless otherwise provided in the regulations or ordered by the board of
directors, any such committee may act by a majority of its members at a meeting
or by a writing signed by all its members.
An act, or authorization of an act, by any such committee within the scope of
the power delegated to it, shall be as effective for all purposes as the act or
authorization of the board of directors.
ARTICLE VIII
TRANSACTIONS OF DIRECTORS
A director of this corporation shall not be disqualified by his office from
dealing or contracting with this 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 any firm of which any
director is a member or any corporation of which any director is a shareholder
or director, 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 a vote of a majority of a quorum of the Board of
Directors without counting in such majority of quorum any director so interested
or member of a firm so interested or a shareholder or director of a corporation
so interested, or (2) by vote at any stockholders' meeting of the holders of
record of shares entitled to exercise a majority of the voting power of all the
outstanding shares of stock of this corporation entitled to vote or by writing
or writings signed by holders of shares entitled to exercise such a majority of
voting power; nor shall any director be liable to account to this corporation
for any profits realized by him 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 any
corporation of which he is a shareholder or director, was interested in such
transaction or contract. Nothing herein contained shall create any liability in
the events above described or prevent the authorization, ratification or
approval of such contracts in any other manner provided by law; nor shall
anything herein be considered as in any way affecting the rights of the
corporation or of any person interested, on account of any fraud in connection
with any such transaction.
ARTICLE IX
IDEMNIFICATION
SECTION 1. Actions by Third Parties. To the fullest extent permitted by law,
the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding (formal or informal), 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 such person, such person's testator or interstate, is or was a director,
officer, or employee of the corporation, or of any subsidiary or affiliate of
the corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, partner, or employee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, decrees, tines
(including excise taxes), penalties, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding and all expenses and attorney's fees incurred in successfully
asserting a claim for indemnification pursuant to this Section 1, if such person
acted in good faith and in a manner such person 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 or her
conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, that such person had reasonable cause to believe
that his or her conduct was unlawful.
SECTION 2. Actions By or In the Right of the Corporation. To the fullest
extent permitted by law, the corporation shall indemnify any person who was or
is a party or is threatened to be made a party, to any threatened, pending, or
completed action or suit, including all appeals, by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that such
person, such person's testator or intestate, 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, trustee, officer, partner, or employee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit and all expenses and attorney's fees incurred in successfully
asserting a claim for indemnification pursuant to this Section 2, if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:
(a) any claim, issue, or matter as to which such person is finally
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the corporation unless and only to be extent that the court of
common pleas or the court in which such action or suit was brought determines
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 as the court of common pleas or such other court
shall deem proper;
(b) any action or suit in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Revised Code.
SECTION 3. Method of Determining Whether Standards for Indemnification Have
Been Met. In any case in which a director, officer or employee of the
corporation (or a representative of the estate of such director, officer or
employee) requests indemnification, upon such person's request the Board of
Directors shall meet within sixty (60) days thereof to determine whether such
person is eligible for indemnification in accordance with the standards set
forth in Sections 1 and 2 of this Article IX. Such determination shall be made
as follows:
(a) by a majority vote of a quorum consisting of directors who were not
and are not parties to or threatened with the action, suit or proceeding in
respect of which indemnification is sought; or
(b) if the quorum described in division (a) of this Section 3 is not
obtainable or if a majority vote of such quorum so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the corporation, or any person to be indemnified, within the past five years; or
(c) by the shareholders; or
(d) by the court of common pleas or the court in which such action,
suit or proceeding was brought; or
(e) if the person seeking indemnification is neither a director nor an
officer of the corporation, by the Chairman of the Board.
Notification of any determination made by the disinterested directors under
division (a) of this Section 3 or by independent legal counsel under division
(b) of this Section 3 shall be delivered as required by the Ohio Revised Code.
Notwithstanding the foregoing, a determination of eligibility for
indemnification may be made in any manner permitted by law.
SECTION 4. Advancement of Expenses. To the fullest extent permitted by law,
the corporation shall promptly advance expenses, including attorney's fees, as
they are incurred by any person who was or is a party or threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding
(formal or informal), whether civil, criminal, administrative or investigative,
including all appeals and whether by or in the right of the corporation or
otherwise, by reason of the fact that such person, such person's testator or
intestate, is or was a director, officer or employee of the corporation, or of
any subsidiary or affiliate of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, partner, or employee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, upon request of such person and receipt of an undertaking
by or on behalf of such director, officer or employee to repay amounts advanced
to the extent that it is ultimately determined that such person was not eligible
for indemnification in accordance with the standards set forth in Sections 1 and
2 of this Article IX.
SECTION 5. Contract rights, Non-exclusivity of Indemnification, Contractual
Indemnification. The foregoing provisions of this Article IX shall be deemed to
be a contract between the corporation and each director, officer or employee of
the corporation, or its subsidiaries or affiliates, and any modification or
repeal of this Article IX or such provisions of the Ohio General Corporation Law
shall not diminish any rights or obligations existing prior to such modification
or repeal with respect to any action or proceeding theretofore or thereafter
brought; provided, however, that the right of indemnification provided in this
Article IX shall not be deemed exclusive of any other rights to which any
director, officer or employee of the corporation may now be or hereafter become
entitled apart from this Article IX, under any applicable law including the Ohio
General Corporation Law. Irrespective of the provisions of this Article IX, the
Board of Directors may, at any time or from time to time, approve
indemnification of directors, officers, employees or agents to the full extent
permitted by the Ohio General Corporation Law at the time in effect, whether on
account of past or future actions or transactions. Notwithstanding the
foregoing, the corporation shall enter into such additional contracts providing
for indemnification and advancement of expenses with directors, officers or
employees of the corporation or its subsidiaries or affiliates as the Board of
Directors shall authorize, provided that the terms of any such contract shall be
consistent with the provisions of the Ohio General Corporation Law.
SECTION 6. Miscellaneous Provisions. As used in this Article IX, the term
"employee" shall include, without limitation, any employee, including any
professionally licensed employee, of the corporation. Such term shall also
include, without limitation, any employee, including any professionally licensed
employee, of a subsidiary or affiliate of the corporation who is acting on
behalf of the corporation.
The indemnification provided by this Article IX shall be limited with
respect to directors, officers and controlling persons to the extent provided in
any undertaking entered into by the corporation or its subsidiaries or
affiliates, as required by the Securities and Exchange Commission pursuant to
any rule or regulation of the Securities and Exchange Commission now or
hereafter in effect.
The corporation may purchase and maintain insurance on behalf of any person
described in this Article IX against any liability which may be asserted against
such person whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this Article IX or
otherwise.
If any provision of this Article IX shall be found to be invalid or limited
in application by reason of any law, regulation or proceeding, it shall not
affect any other provision or the validity of the remaining provisions hereof.
The provisions of this Article IX shall be applicable to claims, actions,
suits or proceedings made, commenced or pending after the adoption hereof,
whether arising from acts or omissions to act occurring before or after the
adoption hereof.
ARTICLE X
CERTIFICATES FOR SHARES
SECTION I. Form and Execution. Certificates for shares, certifying the
number and class of fully paid shares owned, shall be issued to each shareholder
in such form as shall be approved by the Board of Directors. Such certificates
shall be signed by the Chairman of the Board, the President or a Vice-President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer; provided, however, that if such certificates are countersigned by a
transfer agent, who is not an employee of the corporation, and by a registrar,
the signatures of any such officers of the corporation and the seal of the
corporation upon such certificates may be facsimiles, engraved, stamped or
printed. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been used, printed or stamped on
any such certificate or certificates shall cease to be such officer or officers
of the corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the corporation,
such certificate or certificates, when authenticated by the endorsement thereon
of the signature of a transfer agent or registrar, may nevertheless be adopted
and used by the corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers of the corporation.
SECTION 2. Lost, Mutilated or Destroyed Certificates. If any certificate for
shares is lost, mutilated or destroyed, the Board of Directors may authorize the
issue of a new certificate in place thereof upon such terms and conditions as it
may deem advisable. The Board of Directors in its discretion may refuse to issue
such new certificate, save upon the order of a court having jurisdiction.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall end on the thirty-first day of
December in each year, or on such other day as may be fixed from time to time by
the Board of Directors.
ARTICLE XII
SEAL
The seal of the corporation shall be circular in form with the words "AEP
Generating Company", and the date "1982" surrounding the words "Corporate Seal."
If deemed advisable by the Board of Directors, duplicate seals may be provided
and kept for the necessary purposes of the corporation.
ARTICLE XIII
AMENDMENTS
This Code of Regulations may be changed, added to, amended, or repealed at
any meeting of shareholders called for that purpose by the affirmative vote of
the holders of record of shares entitling them to exercise a majority of the
voting power on such proposal, or without a meeting, by the written consent of
holders of record of shares entitling them to exercise two-thirds (2/3) of the
voting power on such proposal.