Exhibit 3(b)
As of
1/28/98
AMERICAN ELECTRIC POWER COMPANY, INC.
(Formerly American Gas and Electric Company)
BY-LAWS
Section 1. The annual meeting of the stockholders of the
Company shall be held on the fourth Wednesday of April in each
year, or on such other date as determined by the Board of
Directors, at an hour and place within or without the State of New
York designated by the Board of Directors. (As amended January
28, 1998.)
Section 2. Special meetings of the stockholders of the
Company may be held upon call of the Board of Directors or of the
Executive Committee, or of stockholders holding one-fourth of the
capital stock, at such time and at such place within or without
the State of New York as may be stated in the call and notice.
(As amended July 26, 1989.)
Section 3. Notice of time and place of every meeting of
stockholders shall be mailed at least ten days previous thereto to
each stockholder of record who shall have furnished a written
address to the Secretary of the Company for the purpose. Such
further notice shall be given as may be required by law. But
meetings may be held without notice if all stockholders are
present, or if notice is waived by those not present.
Section 4. Except as otherwise provided by law, the holders
of a majority of the outstanding capital stock of the Company
entitled to vote at any meeting of the stockholders of the Company
must be present in person or by proxy at such meeting of the
stockholders of the Company to constitute a quorum. If, however,
such majority shall not be represented at any meeting of the
stockholders of the Company regularly called, the holders of a
majority of the shares present or represented and entitled to vote
thereat shall have power to adjourn such meeting to another time
without notice other than announcement of adjournment at the
meeting, and there may be successive adjournments for like cause
and in like manner until the requisite amount of shares entitled
to vote at such meeting shall be represented. (As amended May 20,
1952.)
Section 5. As soon as may be after their election in each
year, the Board of Directors or the Executive Committee shall
appoint three inspectors of stockholders' votes and elections to
serve until the final adjournment of the next annual stockholders'
meeting. If they fail to make such appointment, or if their
appointees, or any of them, fail to appear at any meeting of
stockholders, the Chairman of the meeting may appoint inspectors,
or an inspector, to act at that meeting.
Section 6. 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 neither the Chairman of the Board nor the
President is present, by a Vice President, and in his absence, by
a Chairman to be elected at the meeting. The Secretary of the
Company shall act as Secretary of such meetings, if present. (As
amended January 23, 1979.)
Section 7. The Board of Directors shall consist of such
number of directors, not less than nine (9) nor more than
seventeen (17), as shall be determined from time to time as herein
provided. Directors shall be elected at each annual meeting of
stockholders and each director so elected shall hold office until
the next annual meeting of stockholders and until his successor is
elected and qualified. The number of directors to be elected at
any annual meeting of stockholders shall, except as otherwise
provided herein, be the number fixed in the latest resolution of
the Board of Directors adopted pursuant to the authority contained
in the next succeeding sentence and not subsequently rescinded.
The Board of Directors shall have power from time to time and at
any time when the stockholders are not assembled as such in an
annual or special meeting, by resolution adopted by a majority of
the directors then in office, or such greater number required by
law, to fix, within the limits prescribed by this Section 7, the
number of directors of the Company. If the number of directors is
increased, the additional directors may, to the extent permitted
by law, be elected by a majority of the directors in office at the
time of the increase, or, if not so elected prior to the next
annual meeting of stockholders, such additional directors shall be
elected at such annual meeting. If the number of directors is
decreased, then to the extent that the decrease does not exceed
the number of vacancies in the Board then existing, such resolu-
tion may provide that it shall become effective forthwith, and to
the extent that the decrease exceeds such number of vacancies such
resolution shall provide that it shall not become effective until
the next election of directors by the stockholders. If the Board
of Directors shall fail to adopt a resolution which fixes
initially the number of directors, the number of directors shall
be twelve (12). If, after the number of directors shall have been
fixed by such resolution, such resolution shall cease to be in
effect other than by being superseded by another such resolution,
or it shall become necessary that the number of directors be fixed
by these By-Laws, the number of directors shall be that number
specified in the latest of such resolutions, whether or not such
resolution continues in effect. (As amended April 23, 1997.)
Section 8. Vacancies in the Board of Directors may be filled
by the Board at any meeting.
Section 9. Meetings of the Board of Directors shall be held
at times fixed by resolution of the Board, or upon the call of the
Executive Committee, the Chairman of the Board, or the President,
and the Secretary or officer performing his duties shall give
reasonable notice of all meetings of directors; provided, that a
meeting may be held without notice immediately after the annual
election at the same place, and notice need not be given of
regular meetings held at times fixed by resolution of the Board.
Meetings may be held at any time without notice if all the
directors are present, or if those not present waive notice either
before or after the meeting. The number of directors necessary to
constitute a quorum for the transaction of business shall be any
number, which may be less than a majority of the Board but not
less than one-third of its number, duly assembled at a meeting of
such directors. Any one or more members of the Board or of any
committee thereof may participate in a meeting of the Board or
such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by
such means constitute presence in person at a meeting. (As
amended February 26, 1997.)
Section 10. The Board of Directors, by resolution adopted by
a majority of the entire Board, may designate among its members an
Executive Committee and one or more other committees, each
consisting of three (3) or more directors, and each of which, to
the extent provided in such resolution, shall have all the
authority of the Board. However, no such committee shall have
authority as to any of the following matters:
(a) The submission to shareholders of any action as to
which shareholders' authorization is required by law;
(b) The filling of vacancies in the Board of Directors
or in any committee;
(c) The fixing of compensation of any director for
serving on the Board or on any committee;
(d) The amendment or repeal of these By-Laws or the
adoption of new By-Laws; or
(e) The amendment or repeal of any resolution of the
Board which by its terms shall not be so amendable or
repealable.
The Board of Directors shall have the power at any time to
increase or decrease the number of members of any committee
(provided that no such decrease shall reduce the number of members
to less than three), to fill vacancies on it, to remove any member
of it, and to change its functions or terminate its existence.
Each committee may make such rules for the conduct of its business
as it may deem necessary. A majority of the members of a
committee shall constitute a quorum.
The Board of Directors shall also have the power to designate
or appoint at any time and from time to time one or more
individuals who have acquired as a former director or officer of
the Company substantial experience with the Company's affairs as
an Honorary Director, such individual or individuals to meet with
the Board of Directors, or certain of the directors, at the
invitation of the Chairman of the Board, from time to time for the
purpose of rendering advice to the Board of Directors or such
directors with respect to the Company's affairs for such compensa-
tion as shall be payable to directors of the Company who are not
serving, at the time in question, as officers or employees of the
Company or of American Electric Power Service Corporation;
provided, however, that under no circumstances shall such individ-
ual or individuals be authorized or empowered to participate in
the management or direction of the affairs of the Company or to
perform the functions of a director or officer of the Company (as
each such term is defined by the provisions of Rule 70 promulgated
by the Securities and Exchange Commission under the provisions of
Section 17(c) of the Public Utility Holding Company Act of 1935,
as such definition shall be in effect at any time in question) or
any similar function. (As amended April 26, 1978.)
Section 11. The Board of Directors, as soon as may be after
the election each year, shall appoint one of their number Chairman
of the Board and one of their number President of the Company, and
shall appoint one or more Vice Presidents, a Secretary and a
Treasurer, and from time to time shall appoint such other officers
as they deem proper. The same person may be appointed to more
than one office. (As amended January 23, 1979.)
Section 12. The term of office of all officers shall be one
year, or until their respective successors are elected but any
officer may be removed from office at any time by the Board of
Directors, unless otherwise agreed by agreement in writing duly
authorized by the Board of Directors; and no agreement for the
employment of any officer for a longer period than one year shall
be so authorized.
Section 13. The officers of the Company shall have such
powers and duties as generally pertain to their offices, respec-
tively, 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 14. The stock of the Company shall be transferable
or assignable only on the books of the Company by the holders, in
person or by attorney, on the surrender of the certificate
therefor. The Board of Directors may appoint such Transfer Agents
and Registrars of stock as to them may seem expedient.
Section 15. To the fullest extent permitted by law, the
Company shall indemnify any person made, or threatened to be made,
a party to any action or proceeding (formal or informal), whether
civil, criminal, administrative or investigative and whether by or
in the right of the Company 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 Company, or of any subsidiary
or affiliate of the Company, or served any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the Company, against
all loss and expense including, without limiting the generality of
the foregoing, judgments, fines (including excise taxes), amounts
paid in settlement and attorneys' fees and disbursements actually
and necessarily incurred as a result of such action or proceeding,
or any appeal therefrom, and all legal fees and expenses incurred
in successfully asserting a claim for indemnification pursuant to
this Section 15; provided, however, that no indemnification may be
made to or on behalf of any director, officer or employee if a
judgment or other final adjudication adverse to the director,
officer or employee establishes that such person's acts were
committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so
adjudicated, or that such person personally gained in fact a
financial profit or other advantage to which such person was not
legally entitled.
In any case in which a director, officer or employee of the
Company (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 days
thereof to determine whether such person is eligible for indemni-
fication in accordance with the standard set forth above. Such a
person claiming indemnification shall be entitled to indemnifica-
tion upon a determination that no judgment or other final adjudi-
cation adverse to such person has established that such person's
acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that such person personally gained in fact a
financial profit or other advantage to which such person was not
legally entitled. Such determination shall be made:
(a) by the Board of Directors acting by a quorum
consisting of directors who are not parties to the action or
proceeding in respect of which indemnification is sought; or
(b) if such quorum is unobtainable or if directed by
such quorum, then by either (i) the Board of Directors upon
the opinion in writing of independent legal counsel that
indemnification is proper in the circumstances because such
person is eligible for indemnification in accordance with the
standard set forth above, or (ii) by the stockholders upon a
finding that such person is eligible for indemnification in
accordance with the standard set forth above.
Notwithstanding the foregoing, a determination of eligibility
for indemnification may be made in any manner permitted by
law.
To the fullest extent permitted by law, the Company shall
promptly advance to any person made, or threatened to be made, a
party to any action or proceeding (formal or informal), whether
civil, criminal, administrative or investigative and whether by or
in the right of the Company 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 Company, or of any subsidiary
or affiliate of the Company, or served any other corporation or
any partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity at the request of the Company,
expenses incurred in defending such actions or proceedings, 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
standard set forth above.
The foregoing provisions of this Section 15 shall be deemed
to be a contract between the Company and each director, officer or
employee of the Company, or its subsidiaries or affiliates, and
any modification or repeal of this Section 15 or such provisions
of the New York Business 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 indemni-
fication provided in this Section 15 shall not be deemed exclusive
of any other rights to which any director, officer or employee of
the Company may now be or hereafter become entitled apart from
this Section 15, under any applicable law including the New York
Business Corporation Law. Irrespective of the provisions of this
Section 15, 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 New York Business
Corporation Law at the time in effect, whether on account of past
or future actions or transactions. Notwithstanding the foregoing,
the Company shall enter into such additional contracts providing
for indemnification and advancement of expenses with directors,
officers or employees of the Company 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 New York Business Corporation Law.
As used in this Section 15, the term "employee" shall
include, without limitation, any employee, including any profes-
sionally licensed employee, of the Company. Such term shall also
include, without limitation, any employee, including any profes-
sionally licensed employee, of a subsidiary or affiliate of the
Company who is acting on behalf of the Company.
The indemnification provided by this Section 15 shall be
limited with respect to directors, officers and controlling
persons to the extent provided in any undertaking entered into by
the Company 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.
If any action with respect to indemnification of directors or
officers is taken by way of amendment to these By-Laws, resolution
of the Board of Directors, or by agreement, then the Company shall
give such notice to the stockholders as is required by law.
The Company may purchase and maintain insurance on behalf of
any person described in this Section 15 against any liability
which may be asserted against such person whether or not the
Company would have the power to indemnify such person against such
liability under the provisions of this Section 15 or otherwise.
If any provision of this Section 15 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 Section 15 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. (As amended
October 29, 1986.)
Section 16. These By-Laws may be amended or added to at any
meeting of the Board of Directors by affirmative vote of a
majority of all of the directors, if notice of the proposed change
has been delivered or mailed to the directors five days before the
meeting, or if all the directors are present, or if all not
present assent in writing to such change; provided, however, that
the provisions of Section 7 relating to the number of directors
constituting the Board of Directors may be amended only by the
affirmative vote, in person or by proxy, of the holders of a
majority of the outstanding shares of capital stock entitled to
vote at any meeting of the stockholders of the Company; and
provided further that the provisions of Section 7 other than those
relating to the number of directors constituting the Board of
Directors, and the provisions of this Section 16 may be amended or
added to only by the affirmative vote, in person or by proxy, of
the holders of two-thirds of the outstanding shares of capital
stock entitled to vote at any meeting of the stockholders of the
Company; and provided further, in the event of any such amendment
or addition pursuant to vote by the stockholders of the Company,
that such amendment or addition, or a summary thereof, shall have
been set forth or referred to in the notice of such meeting. (As
renumbered and amended October 29, 1986.)