EXHIBIT 3(b)
BY-LAWS
OF
Baltimore Gas and Electric Company
Amended to April 18, 1995
Baltimore Gas and Electric Company
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. - Annual Meeting.
The annual meeting of the stockholders for the election
of Directors and for the transaction of general business
shall be held on any date during the period of April 6,
through May 6, as determined year to year by the Board of
Directors. The time and location of the meeting shall be
determined by the Board of Directors.
The Chief Executive Officer of the Company shall
prepare, or cause to be prepared, an annual report
containing a full and correct statement of the affairs of
the Company, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which
shall be submitted to the stockholders at the annual
meeting.
Section 2. - Special Meeting.
Special meetings of the stockholders may be held in the
City of Baltimore or in any county in which the Company
provides service or owns property upon call by the Chairman
of the Board, the President, or a majority of the Board of
Directors whenever they deem expedient, or upon the written
request of the holders of shares entitled to not less than
twenty-five percent of all the votes entitled to be cast at
such a meeting. Such request of the stockholders shall
state the purpose or purposes of the meeting and the matters
proposed to be acted on the threat and shall be delivered to
the Secretary, who shall inform such stockholders of the
reasonably estimated cost of preparing and mailing such
notice of the meeting, and upon payment to the company of
such costs the Secretary shall give notice stating the
purpose or purposes of the meeting to all stockholders
entitled to vote at such meeting. No special meeting eneed
be called upon the request of the holders of the shares
entitled to cast less than a majority of all votes entitled
to be cast to such meeting, to consider any matter which is
substantially the same as a matter voted upon at any special
meeting of the stockholders held during the preceding twelve
months. The business at all special meetings shall be confined to that
specially named in the notice thereof.
Section 3. - Notice of Meetings.
Written or printed notice of every meeting of the
stockholders, whether annual or special, stating the place,
day, and hour of such meeting and (in case of special
meetings) the business proposed to be transacted shall be
given by the Secretary to each stockholder entitled to vote
at such meeting not less that ten days but no more than
ninety days before the date fixed for such meeting, by
depositing such notice in the United States mail addressed
to him at his post office address as it appears on the
records of the Company, with postage thereon prepaid.
Section 4. - Organization of Meeting.
All meetings of the stockholders shall be called to
order by the Chairman of the Board, or in his absence by the
President, or in his absence by a Vice President; or in the
case of the absence of such officers, then by any
stockholder, whereupon the meeting shall organize by
electing a chairman. The Secretary of the Company, if
present, shall act as Secretary of the meeting, unless some
other person shall be elected by the meeting to act. An
accurate record of the meeting shall be kept by the
secretary thereof, and placed in the record books of the
Company.
Section 5. - Quorum.
At any meeting of the stockholders the presence in
person or by proxy of stockholders entitled to cast a
majority of the votes thereat shall constitute a quorum for
the transaction of business. If a quorum be not present at
any meeting, holders of a majority of the shares of stock so
present or represented may adjourn the meeting either sine
die or to a date certain.
Section 6. - Voting.
At all meetings of the stockholders each stockholder
shall be entitled to one vote for each share of common stock
standing in his name and, when the preferred or preference
stock is entitled to vote, such number of votes as shall be
provided in the Charter of the Company for each share of
preferred and preference stock standing in his name, and the
votes shall be cast by stockholders in person or by lawful
proxy.
Section 7. - Judge of Election and Tellers.
The Director shall, at a regular or special meeting,
appoint a Judge of Election and two Tellers to serve at each
meeting of stockholders. If the Directors fail to make such
appointments, of if the Judge of Election and/or Tellers, or
any of them, fail to appear at the meeting, the Chairman of
the meeting shall appoint a Judge of Election and/or a
Teller or Tellers to serve at that meeting. It shall be the
duty of the Tellers to receive the ballots of all the
holders of stock entitled to vote and present at a meeting
either in person or by proxy, and to count and tally said
ballots by the official record of stockholders of the
Company, or by a summary prepared therefrom and certified by
the Stock Transfer Agent or the Secretary of the Company
showing the number of shares of common and, if entitled to
vote, preferred and preference stock owned of record by each
stockholder, who may be designated therein by name, code
number, or otherwise, and certify them to the Judge of
Election, and the said Judge shall communicate in writing
the result of the balloting so certified by the Tellers to
the Chairman who shall at once announce the same to the
meeting. This certificate, signed by the Tellers and
countersigned by the Judge, shall be duly recorded as part
of the minutes of the meeting and filed among the records of
the Company.
Section 8. - Record Date for Stockholders
and Closing of Transfer Books.
The Board of Directors may fix, in advance, a date as
the record for the determination of the stockholders
entitled to notice of, or to vote at, any meeting of
stockholders, or entitled to receive payment of any
dividend, or entitled to the allotment of any rights, or for
any other proper purpose. Such date in any case shall not
be more than ninety days (and in the case of a meeting of
stockholders not less than ten days) prior to the date on
which the particular action requiring such determination of
stockholders is to be taken. Only stockholders of record on
such date shall be entitled to notice of or to vote at such
meeting or to receive such dividends or rights, as the case
may be. In lieu of fixing a record date the Board of
Directors may close the stock transfer books of the Company
for a period not exceeding twenty nor less than ten days
preceding the date of any meeting of stockholders or not
exceeding twenty days preceding any other of the above
mentioned events.
ARTICLE II
BOARD OF DIRECTORS AND COMMITTEES
Section 1. - Powers of Directors
The business and affairs of the Company shall be
managed by a Board of Directors which shall have and may
exercise all the powers of the Company, except such as are
expressly conferred upon or reserved by the stockholders by
law, by Charter, or by these by-laws. Except as otherwise
provided herein, the Board of Directors shall appoint the
officers for the conduct of the business of the Company,
determine their duties and responsibilities and fix their
compensation. The Board of Directors may remove any
officer.
Section 2. - Number and Election of Directors.
The number of Directors shall be fourteen (14), all of
whom shall own at least 300 shares of the Company's common
stock. The Directors shall be elected at each Annual
Meeting of the Stockholders except as otherwise provided in
these by-laws. They shall hold their offices for one year
and until their successors are elected and qualified.
Section 3. - Removals and Vacancies.
The stockholders, at any meeting duly called and at
which a quorum is present, may remove any Director or
Directors from Office by the affirmative vote of the holders
of a majority of the outstanding shares entitled to the vote
thereon, and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of the removed
Directors.
Any vacancy occurring in the Board of Directors from
any cause other than by reason of a removal or an increase
in the number of Directors, may be filled by a majority of
the remaining Directors although such majority is less than
a quorum. Any vacancy occurring by reason of an increase in
the number of Directors may be filled by action of a
majority of Directors. A Director elected to fill a vacancy
shall hold office until the next annual meeting of
stockholders or until his successor is elected and
qualified.
Section 4. - Meetings of the Board.
A regular meeting of the Board of Directors shall beheld immediately
after the annual meeting of stockholders or
any special meeting of the stockholders at which the Board
of Directors is elected, and thereafter regular meetings of
the Board of Directors shall be held on such dates during
the year as may be designated from time to time by the
Board. All meetings of the Board of Directors shall be held
at the general offices of the Company in the City of
Baltimore or elsewhere, as ordered by the Board. Of all
such meetings (except the regular meeting held immediately
after the election of Directors) the Secretary shall give
notice to each Director personally or by telephone, by
telegram directed to, or by written notice deposited in the
mails addressed to, his residence or business address at
lease 48 hours before such meeting.
Special meetings may be held at any time or place upon
the call of the Chairman of the Board, or, the Chief
Executive Officer, or in their absence, on order of the
Executive Committee by notices as above, unless the meetings
be called during the months of July and August, in which
case five days' notice shall be given. In the event three-
fourths of the Directors in office waive notice of any
meeting in writing at or before the meeting, the meeting may
be held without the aforesaid advance notices.
The Chairman shall preside at all meetings of the
Board, or, in his absence, the President, or one of the Vice
Presidents (if a member of the Board) shall preside. If at
any meeting none of the foregoing persons is present, the
Directors present shall designate one of their number to
preside at such meeting.
Section 5. - Quorum.
A majority of the Directors in office, but in no event
less than five, shall constitute a quorum of the Board for
the transaction of business. If a quorum be not present at
any meeting, a majority of the Directors present may adjourn
to any time and place they may see fit.
Section 6. - Executive Committee.
The Directors shall annually, at their first meeting
succeeding the stockholders' meeting at which they are
elected, elect from among their number an Executive
Committee of five or more (but no more than nine), as the
Board may determine. The Executive Committee may exercise,
in the intervals between meetings of the Board of Directors,
all of the powers of the Board of Directors in the
management of the business and affairs of the Company,
except the power to declare dividends, to issue stock other
than as hereinafter stated, to recommend to stockholders any
action requiring stockholder approval, amend the by-laws, or
approve any merger or share exchange which does not require
stockholder approval. If the Board of Directors has given
general authorization for the issuance of stock, the
Executive Committee, in accordance with a general formula or
method specified by the Board by resolution or by adoption
of a stock option or other plan, may fix the terms of stock
subject to classification or reclassification and the terms
on which any stock may be issued, including all terms and
conditions required or permitted to be established or
authorized by the Board of Directors.
The members of the Executive Committee shall hold their
offices as such for one year or until their successors are
elected and qualified; all vacancies in said Committee
shall be filled by the Board of Directors, but in the
absence of a member or members of the Executive
Committee, the members thereof present at any meeting
(whether or not they constitute a
quorum) may appoint a member of the Board of Directors to
act in the place of such absent
member. They shall designate one of their number as
Chairman of the Committee, and shall keep a separate book of
minutes of their proceedings and actions. They shall elect
a Secretary to the Committee who shall give notice
personally or by mail, telephone, or telegraph to each
member of the Committee of all meetings, not later than 12
noon of the day before the meeting, unless a majority of the
members of the Executive Committee in office waive notice
thereof in writing at or before the meeting in which case
the meeting may be held without the aforesaid advance
notice. Meetings may be called by the Chairman of the
Committee or by the Chief Executive Officer, or, in the
event of their death, absence, or disability, by one of the
other officers among the Chairman of the Board, the
President, or the Vice Presidents. A majority of the
members of the Executive Committee in office, but in no
event less than three, shall constitute a quorum for the
transaction of business.
Section 7. - Audit Committee.
The Directors shall annually, at their first meeting
succeeding the stockholders' meeting at which they are
elected, elect from among their number an Audit Committee
which shall consist of at least three Directors who shall be
independent of Management and free from any relationship
that, in the opinion of the Board, would interfere with the
exercise of independent judgment as a Committee member, and
provided further that no Director who was formerly an
Officer of the Company shall be a member of the said Audit
Committee. One such member of the Committee shall be
designated by the Board of Directors to be Chairman of the
Audit Committee. The tenure of the office of the members of
the Audit Committee shall; be one year or until their
successors shall have been duly appointed or elected. Any
vacancy shall be filled by the Board of Directors. Two
members of the Audit Committee shall constitute a quorum.
In order to provide for direct communication between
representatives of the Board and the Independent Auditors
for this corporation, the Audit Committee, in furtherance of
this charge, shall have the following duties and
responsibilities:
(1) To recommend to the Board of Directors the
public accounting firm to be engaged to conduct
the annual financial audit of the corporation.
(2) To discuss with such Auditors the scope of
their examination which shall be in accordance
with generally accepted auditing standards with
appropriate reports thereon to be submitted to the
Board of Directors.
(3) To review with the Auditors and appropriate
financial Officers and Management of the
corporation the annual financial statements and
the Auditors' report thereon.
(4) To invite comments and recommendations from
the Auditors regarding the need for and/or results
of the reviews of those financial statements and
other documents and data reviewed or certified by
the public accounting firm thus engaged.
(5) To invite comments and recommendations from
the Auditors regarding the system of internal
controls, accounting policies and practices, and
any other related matters employed by the
corporation.
(6) To meet with the corporation's Internal
Auditor in order to ensure, as a part of the
system of internal controls, that an adequate
program of internal auditing is being continuously
carried out, to determine that the corporation's
Internal Audit Staff is adequate and to review the
findings of such Staff's investigations.
(7) To report periodically regarding its
activities to the Board of Directors of the
corporation and to make such recommendations and
findings concerning any audit or audit-related
matter as the Audit Committee deems appropriate.
Section 8. - Committee on Management.
The Directors shall annually, at their first meeting
succeeding the stockholders' meeting at which they are
elected, elect from among their number a Committee on
Management consisting of four members. One such member
shall be designated by the Board of Directors to be the
Chairman of the Committee on Management. The tenure of
office of the members of the Committee on Management shall
be one year or until their successors shall have been duly
appointed or elected. Any vacancy shall be filled by the
Board of Directors. Two members shall constitute a quorum.
The Committee on Management shall recommend to the
Board of Directors nominees for election as Directors and
shall consider the performance of incumbent Directors in
determining whether to nominate them to stand for
reelection; the Committee shall, among other things,
consider any major changes in the organization of the
corporation; it shall recommend to the Board of Directors
the remuneration arrangements for Officers and Directors of
the corporation. The Committee shall recommend to the full
Board of Directors nominees for Officers of the corporation.
The Committee on Management shall have such additional
powers to perform such duties as shall be prescribed by
resolution of the Board of Directors.
Section 9. - Other Committees.
The Board of Directors is authorized to appoint from
among its members such other committees as it may, from time
to time, deem advisable and to delegate to such committee or
committees any of the powers of the Board of Directors which
it may lawfully delegate. Each such committee shall consist
of at least two Directors.
Section 10. - Fees and Expenses.
Each member of the Board of Directors, other than
salaried Officers and employees, shall be paid an annual
retainer fee, payable in quarterly installments, in such
amount as shall be specified from time to time by the Board.
Each member of the Board of Directors, other than
salaried Officers and employees, shall be paid such fee as
shall be specified from time to time by the Board for
attending each regular or special meeting of the Board and
for attending, as a committee member, each meeting of the
Executive Committee, Audit Committee, Committee on
Management and any other committee appointed by the Board.
Each member shall be paid reasonable traveling expenses
incident to attendance at meetings.
ARTICLE III
OFFICERS
Section 1. - Officers.
The Company shall have a Chairman of the Board, a
President, one or more Vice Presidents, a Treasurer, and a
Secretary who shall be elected by, and hold office at the
will of, the Board of Directors. The Chairman of the Board
and the President shall be chosen from among the Directors,
and the Board of Directors shall designate either the
Chairman of the Board or the President to be the Chief
Executive Officer of the Company. The Board of Directors
shall also elect such other officers as they may deem
necessary for the conduct of the business and affairs of the
Company. Any two offices, except those of President and
Vice President, may be held by the same person, but no
person shall sign checks, drafts and promissory notes, or
execute, acknowledge or verify any other instrument in more
than one capacity, if such instrument is required by law,
the charter, these by-laws, a resolution of the Board of
Directors or order of the Chief Executive Officer to be
signed, executed, acknowledged or verified by two or more
officers. The Chairman of the Board, President and Vice
Presidents shall receive such compensation as shall be fixed
by the Board of Directors. Compensation for officers other
than the Chairman of the Board, President and Vice
Presidents shall be fixed by the Chief Executive Officer.
The Board of Directors shall require a fidelity bond to be
given by each officer, or, in its discretion, the Board may
substitute a general blanket fidelity bond or insurance
contract to cover all officers and employees.
Section 2. - Duties of the Officers.
(a) Chairman of the Board
The Chairman of the Board shall preside at all
meetings of the Board of Directors and of
stockholders. He shall also have such other
powers and duties as from time to time may be
assigned to him by the Board of Directors.
(b) President
The President shall have general executive
powers, as well as specific powers conferred by
these by-laws. He, any Vice President, or such
other persons as may be designated by the Board of
Directors, shall sign all special contracts of the
Company, countersign checks, drafts and promissory
notes, and such other papers as may be directed by
the Board of Directors. He, or any Vice
President, together with the Treasurer or an
Assistant Treasurer, shall have authority to sell,
assign or transfer and deliver any bonds, stocks
or other securities owned by the Company. He
shall also have such other powers and duties as
from time to time may be assigned to him by the
Board of Directors. In the absence of the
Chairman of the Board, the President shall perform
all the duties of the Chairman of the Board.
(c) Vice Presidents
Each Vice President shall have such powers and
duties as may be assigned to him by the Board of
Directors, or the Chief Executive Officer, as well
as the
specific powers assigned by these by-laws. A Vice
President may be designated
by the Board of Directors or the Chief Executive
Officer to perform, in the absence of the
President, all the duties of the President.
(d) Treasurer
The Treasurer shall have the care and the
custody of the funds and valuable papers of the
Company, and shall receive and disburse all moneys
in such a manner as may be prescribed by the Board
of Directors or the Chief Executive Officer. He
shall have such other powers and duties as may be
assigned to him by the Board of Directors, or the
Chief Executive Officer, as well as specific
powers assigned by these by-laws.
(e) Secretary
The Secretary shall attend all meetings of the
stockholders and Directors and shall notify the
stockholders and Directors of such meetings in the
manner provided in these by-laws. He shall record
the proceedings of all such meetings in books kept
for that purpose. He shall have such other powers
and duties as may be assigned to him by the Board
of Directors or the Chief Executive Officer, as
well as the specific powers assigned by these by-
laws.
Section 3. - Removals and Vacancies.
Any officer may be removed by the Board of Directors
whenever, in its judgment, the best interest of the Company
will be served thereby. In case of removal, the salary of
such officer shall cease. Removal shall be without
prejudice to the contractual rights, if any, of the person
so removed, but election of an officer shall not of itself
create contractual rights.
Any vacancy occurring in any office of the Company
shall be filled by the Board of Directors and the officer so
elected shall hold office for the unexpired term in respect
of which the vacancy occurred or until its successor shall
be duly elected and qualified.
In any event of absence or temporary disability of any
officer of the Company, the Board of Directors may authorize
some other person to perform the duties of that office.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person made or threatened to be made party to an
action, suit or proceeding, whether, civil, criminal,
administrative or investigative, by reason of the fact that
such person is or was a director or officer of the Company,
or, at its request, is or was a director or officer of
another corporation, shall be indemnified by the Company (to
the extent indemnification is not otherwise provided by
insurance) against the liabilities, costs and expenses of
every kind actually and reasonable incurred by him as a
result of such action, suit or proceeding, or any threat
thereof or any appeal thereon, but in each case only if and
to the extent permissible under applicable common or
statutory law, state or federal. The foregoing indemnity
shall not be inclusive of other rights to which such person
may be entitled.
ARTICLE V
CAPITAL STOCK
Section 1. - Evidence of Stock Ownership.
Evidence of ownership of stock in the Company may be
either pursuant to a certificate(s) or a statement in
compliance with Maryland law, each of which shall represent
the number of shares of stock owned by a stockholder in the
Company. Stockholders may request that their stock
ownership be represented by a certificate(s). Each
certificate shall be signed on behalf of the Company by the
President or a Vice President and countersigned by the
Secretary, and shall be sealed with the corporate seal. The
signatures may be either manual or facsimile. In case any
officer who signed any certificate, in facsimile or
otherwise, ceases to be such officer of the Company before
the certificate is issued, the certificate may nevertheless
be issued by the Company with the same effect as if the
officer had not ceased to be such officer as of the date of
its issue.
For stock ownership evidenced by a statement, such
statement shall be in such form, and executed, as required
from time to time by Maryland law.
Section 2. - Transfer of Shares.
Stock shall be transferable only on the books of the
Company by assignment in writing by the registered holder
thereof, his legally constituted attorney, or his legal
representative, either upon surrender and cancellation of
the certificate(s) therefor, if such stock is represented by
a certificate, or upon receipt of such other documentation
for stock not represented by a certificate as the Board of
Directors and Maryland law may, from time to time, require.
Section 3. - Lost, Stolen or Destroyed Certificates.
No certificate for shares of stock of the Company shall
be issued in place of any other certificate alleged to have
been lost, stolen, or destroyed, except upon production of
such evidence of the loss, theft or destruction and upon
indemnification of the Company to such extent and in such
manner as the Board of Directors may prescribe.
Section 4. - Transfer Agents and Registrars.
The Board of Directors shall appoint a person or
persons, or any incorporated trust company or companies or
both, as transfer agents and registrars and, if stock is
represented by a certificate, may require that such
certificate bear the signatures or the counter-signatures of
such transfer agents and registrars, or either of them.
Section 5. - Stock Ledger.
The Company shall maintain at its principal office in
Baltimore, Maryland, a stock record containing the names and
addresses of all stockholders and the numbers of shares of
each class held by each stockholder.
ARTICLE VI
SEAL
The Board of Directors shall provide, subject to
change, a suitable corporate seal which may be used by
causing it, or facsimile thereof, to be impressed or affixed
or reproduced one the Company's stock certificates, bonds,
or any other documents on which the seal may be appropriate.
ARTICLE VII
AMENDMENTS
These by-laws, or any of them, may be amended or
repealed, and new by-laws may be made or adopted at any
meeting of the Board of Directors, by vote of a majority of
the Directors, or by the stockholders at any annual meeting,
or at any special meeting called for that purpose.
I HEREBY CERTIFY that the foregoing
is a true copy of the by-laws of
Baltimore Gas and Electric Company in
effect at the date hereof.
IN WITNESS WHEREOF I have hereunto
set my hand as Assistant Secretary of
said Company and affixed its
corporate seal this 5th day of May,
1995.
Assistant Secretary.