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BYLAWS OF
PUBLIC SERVICE COMPANY OF OKLAHOMA
AS AMENDED AT APRIL 21, 1992
ARTICLE I
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. All certificates of stock
shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary and sealed with the seal,
which may be facsimile, of the Company and shall be countersigned
by a Transfer Agent appointed by the Board of Directors. All
certificates of Preferred Stock shall also be countersigned and
registered by a Registrar, appointed by the Board of Directors,
and the signatures of the President or Vice President and the
Secretary or Assistant Secretary upon all such certificates of
Preferred Stock may be facsimiles, engraved or printed. 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 its issue.
SECTION 2. The capital stock of the Company shall be divided
into such classes, with such respective designations, preferences
and voting powers, restrictions or qualifications thereof, as are
or shall be from time to time stated and expressed in the
Articles of Incorporation of the Company, and amendments thereto.
No holder of shares of stock of any class of the Company shall
have any preemptive or preferential rights of subscription or
purchase of any shares of any class of stock of the Company,
whether now or hereafter authorized, and any and all shares of
capital stock of any class of the Company, whether now or
hereafter authorized, may, in the discretion of the Board of
Directors, be offered and sold to the holders of any one or more
classes of stock of the Company to the exclusion of any other
class or classes, or may be issued and disposed of from time to
time in such manner and to such persons, whether stockholders or
not, and for such corporate purposes as may be determined by the
Company's Board of Directors and without first being offered to
stockholders.
SECTION 3. Shares of stock shall be transferable only on the
books of the Company, and, except as hereinafter provided, or as
may be required by law, or by order of court in a proper
proceeding, shall be transferred only upon the proper assignment
and surrender of the certificates issued therefor. If an
outstanding certificate of stock shall be lost, destroyed or
stolen, the holder thereof may have a new certificate upon
producing evidence, satisfactory to the Board of Directors, of
such loss, destruction or theft, and upon furnishing to the
Company a bond of indemnity, deemed sufficient by the Board of
Directors, to protect the Company against claims under the
outstanding certificate.
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SECTION 4. The Board of Directors shall have power to fix a
time, not exceeding sixty days preceding the date of any meeting
of stockholders, or the date fixed for the payment of any
dividend or distribution or the date for the allotment of rights
or the date when any change or conversion or exchange of shares
shall be made or go into effect, as a record date for the
determination of the stockholders entitled to notice of and to
vote at such meeting or entitled to receive payments of any such
dividend, distribution, or
allotment of rights, or to exercise rights in respect to any such
change, conversion or exchange of shares, and in such case only
registered stockholders on the date so fixed shall be entitled to
receive notice of said meeting or to receive payment of such
dividend, distribution, or allotment of rights, or to exercise
such rights of change, conversion, or exchange of shares, as the
case may be, notwithstanding any transfer of any shares on the
books of the Company after any record date fixed as aforesaid;
provided, however, that the stock transfer books of the Company
may be closed by order of the Board of Directors for a period not
exceeding sixty days for the purpose of holding a meeting of
stockholders, or paying a dividend, or for any other legal
purpose, as the Board of Directors shall deem advisable.
SECTION 5. If default shall be made in the prompt payment when
due of any sum payable to the Company upon any subscription for
stock of the Company, and if such default shall continue for a
period of thirty days, then all right under the subscription in
and to the stock subscribed for shall, upon the expiration of
such period, cease and determine and become and be forfeited to
the Company; provided that if at the expiration of such thirty-
day period such right shall belong to the estate of the decedent,
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 II
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders shall be held
usually on the third Tuesday in April of each year. Each such
annual meeting shall be held at the hour of ten o'clock a.m., at
the registered office of the Company, or on such other date in
April and at such other time and place, within or without the
state of Oklahoma, as shall have been designated by resolution of
the Board of Directors or by written consent of all stockholders
entitled to vote at such meeting, and at such annual meeting a
Board of Directors shall be elected and such other business may
be transacted as may come before the meeting, provided notice
thereof, if required by statute, shall have been duly given.
SECTION 2. Special meetings of the stockholders may be called at
any time by the Chairman, if there shall be one, the President,
the Board of Directors, or by one or more stockholders holding
not less than one-fourth of the outstanding shares of Common
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Stock of the Company, or in such other manner as may be provided
by statute or by paragraph (7) of Article VI of the Articles of
Incorporation, as amended.
SECTION 3. Notice of the time and place of each annual or
special meeting of stockholders, shall be mailed to the address,
as shown by the Company's records, of each stockholder entitled
to vote at such meeting not less than ten days before the date of
the meeting, except in cases where other special method of notice
may be required by statute, in which cases the statutory method
shall be followed. The notice of a special meeting shall state
the purpose of the meeting. Notice of any meeting of the
stockholders may be waived by any stockholder.
SECTION 4. Any meeting of the stockholders, whenever or however
called and held, shall be legal and its proceedings valid if all
of the stockholders eligible under the Articles of Incorporation,
as amended, and the Bylaws to vote upon questions submitted at
such meeting are present either in person or by proxy, or if a
quorum be present in person or by proxy and either before or
after the meeting each of the stockholders entitled to vote and
who was not present in person or by proxy at the meeting signs a
written waiver of notice or a consent to the holding of such
meeting or any approval of the minutes thereof.
SECTION 5. At any stockholders' meeting, except as otherwise
provided in paragraph (7) of Article VI of the Articles of
Incorporation, as amended, a majority of the stock outstanding
eligible under the Articles of Incorporation, as amended, and the
Bylaws to vote upon questions being submitted at such meeting
must be represented in order to constitute a quorum for the
transaction of business, but the stockholders represented at any
meeting, though less than a quorum, may adjourn the meeting to
some other day or sine die.
SECTION 6. No notice of any adjourned meeting need be given to
stockholders unless the adjournment be for thirty days or more,
in which case notice shall be given as of an original meeting,
provided, however, that at an adjourned meeting no business may
be transacted other than that which might have been transacted at
the original meeting unless notice thereof shall have been given
as in the case of an original meeting.
SECTION 7. At all meetings of stockholders each share of stock
eligible under the Articles of Incorporation, as amended, and the
Bylaws to vote upon questions being submitted at such meeting
shall be entitled to such vote or votes as from time to time
shall be provided in the Article of Incorporation, as amended,
and such stock may be voted by the holder thereof in person or by
his duly authorized proxy in writing duly filed with the
Secretary of the Company.
SECTION 8. The Chairman, if there shall be one, when present, or
in his absence the President of the Company, shall act as
Chairman, and the Secretary of the Company shall act as
Secretary, of each stockholders' meeting.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. The number of directors of the Company shall be such
number, not less than eight nor more than fifteen, as the Board
shall by resolution determine from to time. Except as otherwise
provided in paragraph (7) of Article VI of the Articles of
Incorporation, as amended, the directors shall be elected at each
annual meeting of stockholders except that a majority of the
directors at the time in office, including any director who shall
have resigned from the Board effective at a future date, though
less than a quorum, may fill any vacancy occurring on the Board
of Directors or any newly created directorship. Each director
shall hold office until the next succeeding annual meeting of the
stockholders and until his successor shall have been elected and
qualified, or until his earlier resignation or removal. The term
of a director employed by the Company (other than the Chief
Executive Officer upon retirement) shall expire concurrently with
the termination of such employment.
SECTION 2. From and after October 28, 1987, the Board of
Directors shall not elect as a director or propose for election
by the stockholders as a director, (a) any person who has
attained the age of seventy (70) or who will have attained that
age on or before the date of his election by the Board or
proposed election by the stockholders, or (b) any employee of the
Company (other than a past or present Chief Executive Officer of
the Company) whose service as such employee has terminated or
will in normal course terminate on or before the date of his
election by the Board or proposed election by the stockholders;
excepting that any present member of the Board of Directors who
has attained the age of seventy (70) by October 28, 1987 may, at
the President's discretion, remain on the Board under the
provisions of the Bylaws in effect prior to this Amendment.
SECTION 3. The Board of Directors by resolution may confer upon
any former director the honorary title of Director Emeritus. The
designation and number of directors emeriti shall be within the
discretion of the Board. Directors emeriti shall not be members
of the Board of Directors, nor counted toward a quorum thereof,
but shall have the privilege of attending, without vote, the
meetings of the Board. Directors emeriti shall receive no
compensation, but may be reimbursed for necessary expenses in the
manner and amount as if directors.
SECTION 4. A regular meeting of the Board of Directors shall be
held immediately after the annual meeting of stockholders in each
year and at the same place where such annual meeting shall have
been held, provided a quorum for such meeting be obtained. A
regular meeting of the Board of Directors shall also be held
quarterly thereafter, usually on the third Tuesday of January,
April, July and October at the registered office of the Company,
or when directed by the Chairman, if there shall be one, the
President or the Board of Directors, at such other place within
or without the state of Oklahoma as may be specified in the
notice of the meeting. Written notice of each regular meeting
stating the time and place and, if required by statute or the
Bylaws, the purpose of such meeting shall be mailed, or
telegraphed, at least one week before the date of such meeting to
each director, unless such notice shall be waived by any
director, in writing, either before or after such meeting.
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SECTION 5. Special meetings of the Board of Directors may be
called at any time by the Chairman, if there shall be one, by the
President, by a Vice President when acting as President, or by
any two or more directors, by mailing to each director, not less
than one week before such meeting, a written notice stating the
time, place and purpose of such meeting, unless such notice shall
be waived by any director, in writing, either before or after
such special meeting. Special meetings of the Board of Directors
may be held at any time at the registered office of the Company,
or at any other place within or without the state of Oklahoma.
SECTION 6. Notice of any meeting of the Board of Directors may
be waived by any director, in writing, either before or after the
meeting; and any director, by his attendance at any meeting,
shall be deemed to have waived such notice.
SECTION 7. Five members of the Board of Directors shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but a less number may adjourn
the meeting to some other day or sine die. The acts of a
majority of the directors present at a meeting at which a quorum
is present shall be the acts of the Board of Directors. The
Chairman, if there shall be one, or in his absence the President
of the Company, shall act as Chairman of the meeting; and the
Secretary of the Company shall act as Secretary of the meeting.
In the absence of both the Chairman and the President of the
Company, the Board of Directors shall elect a Chairman of the
meeting. In the absence of the Secretary, an Assistant Secretary
of the Company shall serve as secretary of the meeting. In their
absence, the directors shall elect a secretary of the meeting.
The members of the Board of Directors may be paid such fees for
attendance at meetings as the Board of Directors from time to
time by resolution may determine.
SECTION 8. The order of business at meetings of the Board of
Directors shall, unless otherwise ordered by the Board of
Directors, 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, if any, held since
the last meeting of the Board of Directors.
3. Report of other committees, if any.
4. Reports from officers or other employees
of the Company.
5. Consideration of any other business of
the Company.
ARTICLE IV
COMMITTEES
SECTION 1. The Board of Directors, by resolution adopted by a
majority of the entire Board, may appoint an Executive Committee
consisting of four or more directors, including the Chairman, if
there shall be one, and the President of the Company. Any three
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directors on the Executive Committee shall be required for a
quorum. The Executive Committee may be discontinued at any time
by resolution adopted by a majority of the entire Board of
Directors; but, after its creation and until it is discontinued,
the members of the Executive Committee shall be appointed
annually, by resolution adopted by a majority of the entire Board
of Directors at the first meeting of the Board after the annual
meeting of stockholders in each year. Vacancies in the Executive
Committee shall be filled by resolution adopted by a majority of
the entire Board of Directors. During the intervals between
meetings of the Board of Directors, the Executive Committee shall
have and may exercise all the powers of the Board of Directors in
the management of the business and affairs of the Company except
as to matters in respect of which specific directions shall have
been given by the Board of Directors. All actions of the
Executive Committee shall be recorded by the Secretary of the
Company and be reported to the Board of Directors at its regular
meetings.
SECTION 2. The Board of Directors may appoint other committees,
standing or special, from time to time from among their own
number, or otherwise, and confer powers on such committees, and
revoke such powers and terminate the existence of such
committees, at its pleasure.
SECTION 3. Meetings of any committee may be called in such
manner and may be held at such times and places as such committee
may by resolution determine, provided that a meeting of any
committee may be called at any time by the Chairman, if there
shall be one, or by the President of the Company. Not less than
one day's notice of all meetings of the Executive Committee shall
be given to each member of the committee personally, in writing,
or by mail, or by telegraph, but no notice shall be necessary
where a meeting is held with the consent of all the members of
the committee. Members of all committees shall be paid such fees
for attendance at meetings as the Board of Directors may
determine.
ARTICLE V
OFFICERS
SECTION 1. There shall be elected by the Board of Directors, and
if practicable at its first meeting after the annual election of
directors in each year, the following principal officers, namely:
a President, who shall be a director; one or more Vice Presidents
(including, if the Board shall so determine, a Vice President to
be designated as "Executive Vice President" and one or more Vice
Presidents to be designated as "Senior Vice President"), a
Secretary, a Treasurer, and a Controller. The Board of Directors
may in its discretion also elect for any year a Chairman of the
Board of Directors, who shall be a director, a Vice Chairman of
the Board of Directors, who shall be a director, one or more
Assistant Secretaries and one or more Assistant Treasurers, an
Auditor and an Assistant Auditor, and such other officers as the
Board of Directors from time to time may deem necessary for the
transaction of the business of the Company. Any two or more of
such offices, except the offices of President and Vice President,
President and Secretary and Chairman and any other office, may be
held by the same person.
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All officers, unless sooner removed, shall hold their respective
offices until the first meeting of the Board of Directors after
the next succeeding annual election of directors, and until their
successors, willing to serve, shall have been elected, but any
officer may be removed from office at the pleasure of the Board
of Directors. Any of the above officers may be elected by the
Board of Directors at any time to fill vacancies or to fill a
newly created office. The term "Vice President", as used in
these Bylaws, shall include Executive Vice President, and Senior
Vice President, if elected or appointed by the Board, unless the
context otherwise indicates.
SECTION 2. The President shall be the Chief Executive Officer of
the Company and shall have general authority over all of the
business and affairs of the Company and over all other officers,
agents and employees of the Company. When the Chairman of the
Board is not present, he 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
shall be ex officio a member of any other committee appointed by
the Board of Directors. He shall preside at all meetings of the
Executive Committee, if there shall be one. 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
shall execute bonds, mortgages, contracts and other instruments
requiring the seal of the Company to be affixed, except where
required or permitted by law to be otherwise signed and executed,
and except where such duties shall be expressly delegated by him
or the Board of Directors to 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. He shall also have such other powers and
duties as may at any time be prescribed by these Bylaws or by the
Board of Directors.
SECTION 3. The Chairman of the Board shall, at his discretion,
preside at all meetings of the stockholders and at all meetings
of the Board of Directors. In the absence of the Chairman of the
Board, the President shall preside at the meetings of the Board
of Directors. He shall also have and may exercise such further
powers and duties as from time to time may be conferred upon or
assigned to him by the Board of Directors.
SECTION 4. Each Vice President shall have such powers and duties
as may be prescribed for him by the Board of Directors or as
shall be delegated to him by the President. In the absence or
disability of the President, or in the event of his death,
resignation, or removal from office, the powers and duties of the
President shall devolve temporarily upon the Executive Vice
President, if there shall be one, or if there shall be no
Executive Vice President and only one Vice President, then upon
such Vice President, or if there shall be no Executive Vice
President and more than one Vice President, then upon such Vice
President as shall be designated by the Chairman, if there shall
be one, until the next meeting of the Board of Directors; and
such Vice President upon whom the powers and duties of the
President shall devolve temporarily as herein provided, shall
have, exercise and perform all powers and duties of the President
during such absence or disability or until the vacancy in the
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office of President shall be filled. Each Vice President shall
report to the President, or to such other officer as the
President shall designate.
SECTION 5. The Secretary shall attend all meetings of the
stockholders, the Board of Directors and the Executive Committee,
shall keep a true and faithful record thereof, and shall have the
custody and care of the corporate seal, minute books and stock
books of the Company. Except as may be otherwise required by
law, the Secretary shall sign and issue all notices required for
meetings of stockholders, the Board of Directors and the
Executive Committee. Whenever requested by the requisite number
of stockholders or directors, the Secretary shall give notice, in
the name of the stockholders or directors making the request, of
a meeting of the stockholders, the Board of Directors or the
Executive Committee, as the case may be. The Secretary shall
sign all documents and papers to which the signature of the
Secretary may be necessary or appropriate, shall affix and attest
the seal of the Company to all instruments requiring the seal,
and shall have such other powers and duties as are commonly
incidental to the office of secretary of a corporation or as may
be prescribed by the Board of Directors or the Chief Executive
Officer.
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 other depositories
as the Board of Directors may authorize. Such funds shall be
subject to withdrawal only in such manner as may be designated
from time to time by resolution of the Board of Directors. The
Treasurer shall have the custody of such books and papers as in
the practical business operations of the Company shall be
convenient or as shall be placed in the Treasurer's custody by
order of the Board of Directors. The Treasurer shall have such
other powers and duties as are commonly incidental to the office
of treasurer of a corporation or as may be prescribed by the
Board of Directors, the Chief Executive Officer or the Chief
Financial Officer. Securities owned by the Company shall be in
the custody of the Treasurer or of such other officers, agents or
depositories as may be designated by the Board of Directors. The
Treasurer may be required to give bond to the Company for the
faithful discharge of the treasurer's duties in such form and in
such amount and with such surety as shall be determined by the
Board of Directors.
SECTION 7. The Controller shall be responsible for the
preparation, installation and supervision of all accounting
records of the Company, preparation and interpretation of the
financial statements and reports of the Company, maintenance of
appropriate and adequate records of authorized appropriations,
determination that all sums expended pursuant to such
appropriations are properly accounted for, and ascertainment that
all financial transactions are properly executed and recorded,
and shall have such specific powers and duties as shall be
delegated by the Board of Directors, the Chief Executive Officer
or the Chief Financial Officer. The Controller may be required
to give bond to the Company for the faithful discharge of the
duties of the controller in such form and in such amount and with
such surety as shall be determined by the Board of Directors.
SECTION 8. Assistant officers, if any, shall assist the
principal officers in the performance of the duties assigned to
such principal officers, and in so doing each shall have the
powers of their respective principal officers. In case of the
absence, disability, death, resignation or removal from office of
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any of such principal officers, their duties shall, except as
otherwise ordered by the Board of Directors, temporarily evolve
upon such assistant officer as shall be designated by the Chief
Executive Officer. Such assistant officers shall also perform
such other duties as may be assigned to them from time to time by
their respective principal officers, by the Chief Executive
Officer or by the Board of Directors.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The corporate seal of the Company shall have
inscribed thereon the name of the Company, between concentric
circles, and the word "SEAL". Such seal may be used by the
Company by causing it, or a facsimile thereof, to be imprinted,
impressed or affixed or in any other manner reproduced.
SECTION 2. The funds of the Company shall be deposited to its
credit in such banks or trust companies as the Board of Directors
from time to time shall designate and shall be withdrawn only on
checks or drafts of the Company for the purposes of the Company.
All checks, drafts, notes, acceptances and endorsements of the
Company shall be signed in such manner and by such officer or
officers or such individual or individuals as the Board of
Directors from time to time by resolution shall determine. If
and to the extent so authorized by the Board of Directors, such
signature or signatures may be facsimile. Only checks, drafts,
notes, acceptances and endorsements signed in accordance with
such resolution or resolutions shall be the valid checks, drafts,
notes, acceptances or endorsements of the Company.
SECTION 3. No debt shall be contracted, for other than current
expenses, unless authorized by the Board of Directors or the
Chairman, and no bill shall be paid by the Treasurer unless
previously certified by the head of the department in which it
originated and the Treasurer is otherwise satisfied as to its
propriety and accuracy. If the Treasurer is not so satisfied,
the authority of the Chairman shall be secured before payment.
SECTION 4. All dividends shall be declared by a vote of the
Board of Directors.
SECTION 5. The fiscal year of the company shall close at the end
of December annually.
SECTION 6. (a) 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,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation), by reason
of the fact that such person is or was a director or officer of
the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation
and is not determined by the Board to have been guilty of
misconduct in the performance of his or her duty to the
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Corporation. 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
Corporation. And further provided that with respect to any
criminal action or proceeding, such person had no reasonable
cause to believe that 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 which he or she
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 reasonable cause to believe that such conduct was
unlawful; provided, however, that no indemnity prohibited by law
shall be made.
(b) 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 by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the Corporation. Provided that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
misconduct in the performance of his or her duty to the
Corporation unless and only to the extent that the District Court
or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the District Court or such other court shall deem
proper; and further provided that no indemnity prohibited by law
shall be made.
(c) The Corporation may indemnify, to the same extent as herein
above provided, any person who is or was an employee or agent of
the Corporation or is or was serving at the request of the
Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Any
indemnification under this Subsection (c) shall be made only upon
the authorization of the Board of Directors, which may occur at
any time prior to, during, or after final judgment or order, in
any action, suit or proceeding to which such person is or is
threatened to be made a party. No right to such indemnification
is created by this Subsection (c).
(d) Any indemnification under Subsections (a), (b) and (c)
(unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because such person has met the
applicable standard of conduct set forth in Subsections (a) and
(b). Such determination shall be made (i) by the Board of
Directors by majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or (ii)
if such a quorum is not obtainable, or, even if obtainable, by
independent legal counsel in a written opinion, if a quorum of
disinterested directors so directs, or (iii) by the stockholders.
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(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of
such director, or officer, to repay such amount unless it shall
ultimately be determined that such person is entitled to be
indemnified by the Corporation as authorized in this Section.
Such expenses incurred by other employees and agents with respect
to which indemnification is claimed hereunder may also be
advanced upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
(f) The Corporation may, as authorized by the Board of
Directors, purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person
and incurred by him or her in any such capacity, or arising out
of this status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under
the provisions of this Section.
(g) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Corporation pursuant to the
foregoing provisions of this Section or the laws of the state of
Oklahoma, in the event any claim for indemnification against such
liabilities (other than for the payment by the Corporation of
expenses, including attorneys' fees, actually and reasonably
incurred by a director, officer or controlling person of the
Corporation in the successful defense of any action, suit or
proceeding) is asserted against the Corporation by such director,
officer or controlling person in connection with the registration
of any security under the Securities Act of 1933, the Corporation
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica
tion by the Corporation is against public policy as expressed by
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
ARTICLE VII
Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority on behalf of the Company,
either in person or by proxy, at any meeting of stockholders of
any corporation in which the Company may hold Stock and, at any
such meeting, may possess and exercise all the rights and powers
incident to the ownership of such Stock which, as the owner
thereof, the Company might have possessed or exercised, if
present.
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ARTICLE VIII
AMENDMENT OR REPEAL OF BYLAWS
The Bylaws may be altered or repealed or new Bylaws may be
adopted (a) by a vote of the holders of a majority of the Common
Stock present in person or by proxy at any regular or special
meeting, duly convened after notice to the common stockholders
setting out the purpose of such meeting, at which meeting a
majority of the outstanding Common Stock is represented; or (b)
by a majority vote of the entire Board of Directors at any
regular or special meeting duly convened after notice of the
purpose of such meeting, subject to the power of the stockholders
to alter or repeal such Bylaws; provided that the Board of
Directors shall not adopt, alter or repeal any Bylaw fixing the
number, qualifications, classifications or terms of office of the
directors, or any of them.
* * * * * * * *
I, Mary C. King, do hereby certify that I am the
Assistant Secretary of Public Service Company of Oklahoma, an
Oklahoma corporation, that I have in my custody and possession
the corporate records and seal of said Company, and that the
foregoing is a true and correct copy of the Bylaws of Public
Service Company of Oklahoma, as amended at April 21, 1992, and
which are in full force and effect on the date certified below.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the Corporation this day of ,
1992.
Mary C. King, Assistant Secretary
(SEAL) PUBLIC SERVICE COMPANY OF OKLAHOMA