EXHIBIT A
WEST TEXAS UTILITIES COMPANY
BY-LAWS
(As amended April 29, 1992)
ARTICLE I.
Offices.
The corporation may maintain offices at such places in the
State of Texas as the Board of Directors may, from time to time,
appoint.
ARTICLE II.
Seal.
The corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporated Seal, 1927 Texas". Such seal
may be facsimile.
ARTICLE III.
Stock and Transfers.
Section 1. Each holder of fully paid stock shall be entitled
to a certificate or certificates of stock stating the number of shares
owned by such stockholder, and the designation of the class in which
issued. All certificates of stock shall be signed by the President or a
Vice-President of the Company and also by the Treasurer, Secretary, an
Assistant Treasurer or an Assistant Secretary of the Company and sealed
with the seal of the Company, which signatures and seal may be
facsimile. All certificates of Common Stock shall be countersigned by a
Transfer Agent appointed by the Board and all certificates of Preferred
Stock shall be countersigned by a Transfer Agent and registered by a
Registrar, appointed by the Board. In case any officer who has signed
or whose facsimile signature has been placed upon a certificate of stock
shall cease to be such officer before such certificate is issued, such
certificate may be issued by the Company with the same effect as if such
officer had not ceased to be such at the date of issue.
Section 2. Shares of stock shall be transferable only on the
books of the Company, and, except as hereinafter provided, or an may be
required by law, or by the order of a court in some proper proceedings,
shall be transferred only upon the proper assignment and surrender of
the certificates issued therefor. If an outstanding certificate of
stock shall be lost, stolen or destroyed, a new certificate may, in the
discretion of the Board of Directors, be issued in lieu thereof upon
receipt of evidence, satisfactory to the Board, of such loss,
destruction or theft, and upon receipt by the Company of a bond of
indemnity, deemed sufficient by the Board, to protect the Company
against claims under the outstanding certificate.
Section 3. The transfer books may be closed by order of the
Board of Directors for short periods, not exceeding twenty-five days at
any one time, for the purpose of paying a dividend, or holding a meeting
of stockholders, or for any other legal purpose, as the Board of
Directors shall deem advisable.
Section 4. If default shall be made in the prompt payment,
when due, of any sum payable to the company upon any subscription of
stock of the Company, and if such default shall continue for a period of
thirty days, all right under the subscription in and to the stock
subscribed for shall, upon the expiration of such period, cease and
determine, and all right under the subscription in and to the stock
subscribed for shall be forfeited to the Company, but no right under the
subscription in and to the stock subscribed for shall be forfeited
unless and until the directors have caused a written notice to be served
on the subscriber personally, or by depositing the same in the post
office, properly directed to him at the post office nearest his usual
place of residence, stating that he is required to make payment, setting
forth the amount, at the time (which payment day must be not less than
thirty days after the day the notice in served) and place specified in
said notice, and if he fails to make the same, his stock and all
previous payments thereon will be forfeited to the Company; and provided
further, that if at the time for payment fixed in said notice, such
right shall belong to the estate of a decadent, it may be forfeited only
by resolution of the Board of Directors declaring forfeiture. The
Company, shall, within thirty days after such forfeiture, cause such
stock to be sold at private or public sale, at its market value at the
time of sale, and shall, out of the net proceeds of sale and upon
surrender of any outstanding stock subscription receipt issued to
evidence the subscription, pay to the recorded holder of such receipt
the amount paid on the subscription prior to forfeiture, less the
amount, if any, by which the total subscription price of the stock
exceeded the net proceeds of sale.
ARTICLE IV.
Meeting of Stockholders.
Section 1. The annual meeting of the stockholders shall be
hold on the last Tuesday in March in each year, if not a legal holiday,
and if a legal holiday, then on the day following, at the hour of 11
o'clock A. M., for the election of Directors, and for the transaction of
such other business an may come before it. Such meeting shall be held
at the principal office of the Company in the State of Texas.
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Section 2. Special meetings of the stockholders may be called
by the Board of Directors, or by a majority of the Directors
individually, or by the holders of not less than one-third in number of
the total outstanding shares of capital stock of the Company entitled to
vote, or in such manner as may be provided by statute or by Paragraph
(7) of Article VI of the Charter, as amended.
Section 3. Notice of the time and place of each annual meeting
shall be sent by mail to the recorded address of each stockholder entitled
to vote, not less than ten days before the date of the meeting. Like notice
shall be given of all special meetings, except in cases where other special
method of notice may be required by statute, in all which cases, the
statutory method shall be followed. The notice of a special meeting shall
state the object of the meeting. Notice of meetings may in all cases be
waived by stockholders entitled to notice.
Section 4. At any stockholders' meeting, except as otherwise
provided in Paragraph (7) of Article VI of the Charter, as amended, a
majority of the number of shares of stock outstanding eligible under the
Charter, as amended, to vote upon questions being submitted at such
meeting, must be represented, in person or by proxy, in order to
constitute a quorum for the transaction of business, but the stock-
holders represented at any meeting, though less than a quorum, may
adjourn the meeting to some other day or sine die.
Section 5. At all meetings of stockholders each share of
stock eligible under the Charter, as amended, to vote upon questions
being submitted at such meeting shall be entitled to such a vote or
votes as shall be from time to time provided in the Charter, as amended,
and such stock may be represented by the holder thereof in person or a
duly authorized proxy in writing duly filed with the Secretary of the
Company.
Section 6. A full list of the stockholders entitled to vote
at the ensuing election, arranged in alphabetical order, with the
residence of each, and the number of shares held by each, shall be
prepared by the Secretary and filed in the office where the election is
to be held, at least ten days before every election, and shall at all
times, during the usual hours for business, be open to the examination
of any stockholder.
ARTICLE V.
Directors.
Section 1. The Board of Directors shall consist of thirteen
(13) members and, subject to the provisions of Paragraph (7) of Article
VI of the Charter, as amended, shall be elected at each annual meeting
of the stockholders. If for any reason such election shall not be held
at an annual meeting, it may be subsequently held at any special meeting
of the stockholders duly called for the purpose. Except as otherwise
provided in Paragraph (7) of Article VI of the Charter, as amended,
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directors shall hold office until the next succeeding annual meeting of
stockholders and until their respective successors shall have been duly
elected and qualified; provided, however, the term of any director who
in an employee of the Company or its Parent Company (other than a past
or present Chief Executive officer of the Company who retires), shall
expire concurrently with the termination of such director's employment
by the Company or its Parent Company. No person who has attained age
seventy (70), and no former employee of the Company (other than a former
Chief Executive Officer) who has retired from the Company shall be
eligible for election as a director of the Company. Directors need not
be stockholders.
Section 2. Except as otherwise provided in Paragraph (7) of
Article VI of the Charter, as amended, any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a majority
of the remaining directors though less than a quorum of the Board. A
director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.
Section 3. The Board of Directors may hold its meetings and
may have one or more offices, and may keep the books of the corporation
at such places an they may from time to time determine within the State
of Texas. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such powers of
the corporation, and do all such lawful acts and things an are not by
aw or by these By-Laws required to be exercised or done by the
stockholders.
Section 4. Without prejudice to the general powers conferred
by the last preceding clause, it is hereby expressly declared that the
Board of Directors shall have the following powers, that is to say:
1. From time to time to make and change rules and
regulations, not inconsistent with these By-Laws, for the
management of the corporation's business and affairs.
2. From time to time, an and when and upon such terms
and conditions as it may determine, to issue any part of the
authorized capital stock of the corporation.
3. To purchase, or otherwise acquire for the corp-
oration, any property, right or privilege which the corporation is
authorized to acquire at such price or consideration, and generally
on such terms or conditions as it shall think fit.
4. At its discretion to pay for any property or rights
acquired by the corporation, either wholly or partly in money,
stock, bonds, debentures or other securities of the corporation.
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5. To borrow money, to create, make and issue mortgages,
bonds, deeds of trust, trust agreements and negotiable or
transferable instruments and securities, secured by mortgage or
otherwise, and to do every other act and thing necessary to
effectuate the same.
6. To appoint and at its discretion, remove or suspend
any and all officers, employees and agents, permanently or
temporarily, as it may think fit, and to determine their duties and
fix, and from time to time change their duties, salaries and
emoluments, and to require security in such instances, and in such
amounts as it thinks fit.
7. To confer by resolution upon any officer of the
corporation, the power to choose, remove or suspend subordinate
officers, employees and agents.
8. To appoint any person or corporation to accept and
hold in trust for the corporation, any property belonging to the
corporation, or in which it is interested, or for any other
purpose, and to execute and do all such deeds and things as may be
requisite in relation to any such trust.
9. To determine who shall be authorized on the
corporation's behalf, to sign bills, notes, receipts, acceptances,
endorsements, chocks, drafts, bonds, mortgages, releases, contracts
and other papers and documents; subject always to any requirements
of law in respect thereof. If and to the extent authorized by
resolution of the Board of Directors, the signature or signatures
on checks and drafts may be facsimile.
10. To delegate any of the powers of the Board in the
course of the current business of the corporation to any standing
or special committee, or to any officer or agent, or to appoint any
persons to be the agents of the corporation, with such powers
(including the powers to sub-delegate), and upon such terms as it
shall think fit.
ARTICLE VI.
Meetings of the Board.
Section 1. Regular meetings of the Board of Directors shall
be held at such place and time an may be designated from time to time,
by the Board. Special meetings of the Board may be called by the
Chairman or the President, or by a Vice-President when acting an
President, or by any two Directors upon two days' notice to each
Director, either personally or by mail or by telegram. Notice of any
meeting of the Board of Directors may be waived in writing by any
director, either before or after meeting, and will be deemed to be
waived by his attendance thereat.
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Section 2. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of
the Board, but a less number may adjourn from time to time, until a
quorum is obtained, or may adjourn sine die.
Section 3. In all meetings of the Board a majority vote shall
be decisive of all questions before the meeting, except as may be
otherwise provided by law. The Board of Directors shall keep minutes of
the proceedings of their meetings.
Section 4. Directors, as such, shall not receive any stated
salary for their services, but by resolution of the Board, an annual
retainer payable in monthly or other convenient installments, a fixed
sum for attendance at each regular or special meeting of the Board, or
of any standing or special committee of the Board, and expenses of
attendance, if any, may be allowed; provided, that nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity, and receiving compensation therefor.
ARTICLE VII.
Officers.
Section 1. There shall be elected by the Board of Directors,
at its first meeting (if practicable) held after the annual election of
directors in each year, a President, one or more Vice-Presidents, a
Secretary, a Treasurer, a Controller, and, if desired one or more
Assistant Secretaries, Assistant Treasurers, or Assistant Controllers.
The Board may also provide for and elect, at any time, a Chairman of the
Board, an Assistant to the President, and such other officers, and
prescribe such duties for them, respectively, as in the judgment of the
Board may be required from time to time to conduct the business of the
Company. No person shall fill simultaneously two or more of the offices
of President, Secretary and Chairman. All officers elected or appointed
by the Board shall hold their respective offices, unless sooner removed,
until the first meeting of the Board held after the next ensuing annual
election of directors and until their respective successors, willing to
serve, shall have been duly elected or appointed and qualified. Any of
such officers may be removed from their respective offices at the
pleasure of the Board.
Section 2. The Chairman of the Board, if there shall be one,
shall preside at all meetings of the stockholders and of the Board of
Directors. He shall be a member of the Executive Committee, if there
shall be one, and of such other committees to which he shall be
appointed by the Board of Directors. He shall also have such other
powers and duties as may at any time be prescribed by these By-Laws or
by the Board of Directors.
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Section 3. The President shall be the chief executive officer
of the Company and have general authority over all of the business and
affairs of the Company and over all other officers, agents and employees
of the Company, subject to the direction of the Board of Directors or
Executive committee. He shall have general and active management of the
business and affairs of the Company, and full authority and
responsibility with respect to making effective all resolutions of the
Board of Directors. He may execute bonds, mortgages, contracts and
other instruments on behalf of the Company, except those required by
law, governmental regulations, or indentures and other agreements of the
Company to be otherwise signed and executed or expressly required by the
Board of Directors to be executed by some other officer or agent of the
Company. He shall have authority when neither the Board of Directors
nor the Executive Committee is in session to suspend the authority of
any other officer or officers of the Company, subject, however, to the
pleasure of the Board of Directors or of the Executive Committee at its
next meeting, and authority to appoint and to remove and discharge any
and all agents and employees of the Company not elected or appointed
directly by the Board of Directors. In any absence of the Chairman of
the Board he shall, if present, have all powers and duties conferred
upon the Chairman of the Board.
Section 4. The Vice-President, or Vice-Presidents, if there
shall be more than one, shall have such powers and duties an may from
time to time be prescribed by the Board of Directors. In case the
President from absence or any other cause shall be unable at any time to
attend to the duties of the office of President requiring attention, or
in case of his death, resignation, or removal from office, the powers
and duties of the President shall, except as the Board of Directors may
otherwise provide, temporarily devolve upon the Vice-President, if he
shall be able to serve, if there be but one Vice-President, or upon the
highest ranking Vice-President able to serve, if there shall be more
than one, and shall be exercised by such Vice-President as acting
President during such inability of the President, or until the vacancy
in the office of President shall be filled. In case of the absence,
disability, death, resignation or removal from office of both the
President and the Vice Presidents, the Board of Directors shall elect
one of its members to exercise the powers and duties of the President
during such absence or disability, or until the vacancy in one of said
offices shall be filled.
Section 5. The Secretary shall attend all meetings of the
Board of Directors, shall keep a true and faithful record thereof in
proper books to be provided for that purpose, and shall have the custody
and care of the corporate seal, records, minutes and stock books of the
Company. He shall also act as Secretary of all stockholders' meetings,
and keep a record thereof, except as some other person may be selected
as Secretary by any such meeting, shall keep a suitable record of the
addresses of stockholders, and shall, except as otherwise required by
statute, or by the By-Laws, sign, and by order of the Board of
Directors, issue all notices required for meetings of stockholders, and
of the Board of Directors. Whenever requested by a requisite number of
individual stockholders, or individual Directors, to give notice, for a
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meeting of stockholders or of the Board of Directors, he shall give such
notice, as requested, and the notice shall state the names of the
stockholders or Directors making the request. He shall sign all
mortgages, and all other documents and papers to which his signature may
be necessary or appropriate, shall affix the seal of the corporation to
all instruments requiring the seal, and shall have such other powers and
duties an are commonly incidental to the office of Secretary, or an may
be prescribed for him. He shall be sworn to the faithful discharge of
his duty.
Section 6. The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and disbursement of
the funds of the Company, and shall deposit its funds in the name of the
company, in such banks, trust companies, or safe deposit vaults as the
Board of Directors may direct. He shall have the custody of such books,
receipted vouchers, and other books and papers as in the practical
business operations of the Company shall naturally belong in the office
or custody of the Treasurer, or as shall be placed in his custody by the
Board of Directors, by the Executive Committee, by the President, or by
a Vice-President when acting as President. He shall also have charge of
the safe keeping of all stocks, bonds, mortgages and other securities
belonging to the Company, but such stocks, bonds, mortgages and other
securities shall be deposited for safe keeping in a safe deposit vault
to be approved by the Board of Directors or by the Executive Committee,
in a box or boxes, access to which shall be had as may be provided by
resolution of the Board of Directors or Executive Committee. He shall
have such powers and duties as are commonly incidental to the office of
Treasurer, or as may be prescribed for him. He may be required to give
bond to the company for the faithful discharge of his duties in such
form and to such amount and with such sureties a shall-be determined by
the Board of Directors.
Section 7. The Controller shall have general supervision over
all books and accounts of the Company relating to receipts and
disbursements, shall arrange the form of all vouchers, accounts, reports
and returns required by the various departments, shall examine the
accounts of all officers and employees from time to time and as often as
practicable, and shall see that proper returns are made of all receipts
from all sources, and that correct vouchers are turned over to him for
all disbursements for any purpose. At such time in each month an may be
found practicable all bills for the previous month, properly made in
detail and certified, shall be submitted to him, and he shall audit and
approve the same, if found satisfactory and correct, but he shall not
approve or audit any voucher unless it has been previously certified to
by the head of the department in which it originated, nor unless
satisfied of its propriety and correctness. He shall have full access
to all contracts, correspondence, and other papers and records of the
Company relating to its business matters, shall have the custody of its
account books, original contracts and other papers relating to the
accounts of the Company, except such an in the practicable business
operations of the Company shall naturally belong in the custody of the
Treasurer, or shall be placed in the custody of the Treasurer by the
Board of Directors, by the Executive Committee, by the President, or by
one of the Vice-Presidents when acting as President, and shall have such
other powers and duties as are commonly incidental to the office of
controller, or as may be prescribed for him. He may be required to give
bond to the Company for the faithful discharge of his duties in such
form and to such amounts and with such sureties as shall be determined
by the Board of Directors.
Section 8. Assistant Secretaries, Treasurers or Controllers,
when elected, shall assist the Secretary, the Treasurer or the
Controller, as the case may be, in the performance of the respective
duties assigned to such principal officers, and the powers and duties of
any such principal officer, shall, except as otherwise ordered by the
Board of Directors, temporarily devolve upon his assistant in case of
the absence, disability, death, resignation or removal from office of
such principal officer. They shall perform such other duties as may be
assigned to them from time to time.
ARTICLE VIII.
Executive Committee.
Section 1. The Board of Directors may, by resolution passed
by a majority of the whole Board, appoint an Executive Committee of not
less than three members of the Board, including the Chairman of the
Board, if there be one, and the President of the Company. The Executive
Committee may make its own rules of procedure and elect its Chairman,
and shall meet where and as provided by such rules, or by resolution of
the Board of Directors. A majority of the members of the Committee
shall constitute a quorum for the transaction of business. During the
intervals between the meetings of the Board of Directors the Executive
Committee shall have all the powers of the Board in the management of
the business and affairs of the Company, including power to authorize
the seal of the Company to be affixed to all papers which may require
it, and, by majority vote of all its members, may exercise any and all
such powers in such manner as such Committee shall deem best for the
interests of the Company, in all cases in which specific directions
shall not have been given by the Board of Directors.
Section 2. The Executive Committee shall keep regular minutes
of its proceedings and report the same to the Board when required.
ARTICLE IX.
Order of Business at Directors' Meetings.
Section 1. The order of business at meetings of the Board of
Directors shall, unless otherwise ordered by the Board be as follows:
1. Reading and consideration of the minutes of the
preceding meeting.
2. Reading of the minutes of meetings of the Executive
Committee held since the last meeting of the Board.
3. Reading and consideration of communications.
4. Reports of standing and special committees.
5. Reports from officers of the Company.
6. The consideration of any other business of the
Company.
ARTICLE X.
Indemnification.
Each person who is or was or had agreed to become a Director,
officer, employee or agent of the Company, and each person who in or was
serving or had agreed to serve at the request of the Board of Directors
or an officer of the Company as a Director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, (including heirs, executors, administrators or estate of
such person), shall be indemnified (including, without limitation, the
advancement of expenses and payment of all loss, liability and expenses)
by the Company against any liability asserted against him in such a
capacity or arising out of his status an such a person, even though due
to his own negligence, whether sole or joint and concurrent with the
negligence of others, to the full extent permitted by the Texas Business
Corporation Act or any other applicable laws as presently in effect or
as may hereafter be amended (but in the case of any such amendment, only
to the extent that such amendment permits the Company to provide broader
indemnification rights than said laws permitted the Company to provide
prior to such amendment); provided however, that no person shall be
indemnified for amounts paid in settlement unless the terms and
conditions of such settlement have been consented to by the Company and
provided further that no indemnification for employees or agents (other
than Directors and officers) will be made without the express
authorization of the Company's Board of Directors.
ARTICLE XI.
Inspection of Books.
Section 1. The Directors shall determine, from time to time,
whether, and, if allowed, when and under what conditions and regulations
the accounts and books of the corporation (except such as may be statute
be specifically open to inspection), or any of them, shall be open to
the inspection of the stockholders, and the stockholders' rights in this
respect are and shall be restricted and limited accordingly.
ARTICLE XII.
Miscellaneous.
Section 1. No debts shall be contracted, except for current
expenses, unless authorized by the Board of Directors or the Executive
Committee, and no bills shall be paid by the Treasurer unless audited
and approved by the Controller, or by some person or committee expressly
authorized by the Board of Directors or the Executive Committee to audit
and approve bills for payment.
Section 2. All dividends shall be payable at such time as may
be fixed by the Board of Directors. Before payment of any dividend or
making any distribution of profits, there shall be get aside, out of the
surplus or not profits of the corporation, such sum or sums an the Board
of Directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board shall think
conducive to the interests of the corporation.
Section 3. The first fiscal year of the corporation shall be
the period commencing October 1, 1927, and ending December 31, 1927, and
thereafter each calendar year, commencing with the year 1928, shall be
the fiscal year of the corporation.
ARTICLE XIII.
Amendments.
Section 1. These By-Laws may be altered, amended or repealed
by vote of a majority of the shareholders having voting power at any
annual meeting or at any special meeting of said shareholders called for
that purpose and, to the extent permitted by law, may also be altered,
amended or repealed by the Board of Directors.