SOUTHWESTERN ELECTRIC
POWER COMPANY
(A Delaware Corporation)
(A Member of the Central and South West System)
B Y L A W S
OCTOBER 21, 1994
1
BYLAWS
OF
SOUTHWESTERN ELECTRIC POWER COMPANY
(A Delaware Corporation)
(A Member of the Central and South West System)
As amended to October 21, 1994
(Recompiled October 21, 1994)
ARTICLE I
Offices
The Corporation may maintain offices at such places as
the Board of Directors may, from time to time, appoint.
ARTICLE II
Seal
The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seal, Delaware"; and 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 (and series, if any) in which issued. All stock
certificates shall be signed by the Chairman of the Company, the
President, or a Vice President of the Corporation, and also by
the Treasurer, the Secretary, an Assistant Treasurer, or an
Assistant Secretary of the Corporation and shall be sealed with
the corporate seal of the Corporation or a facsimile thereof;
provided, that, however, if such certificates are countersigned
by a Transfer Agent and/or registered by a Registrar, the
signature of any such Chairman of the Company, President, Vice
President, Treasurer, Secretary, Assistant Treasurer, or
Assistant Secretary may be facsimile. Any such Transfer Agent or
Registrar shall be a person other than the Corporation or
employee of the Corporation, and shall be duly appointed by the
Board of Directors. In case any one or more of such officers of
the Corporation who have signed or whose facsimile signature or
signatures have been reproduced upon any such certificate or
certificates shall have ceased to be such officer or officers of
the Corporation before such certificate or certificates shall
have been issued or delivered by the Corporation, such
2
certificate or certificates may be issued and delivered by
the Corporation with the same effect as if such former officer or
officers remained in office at the date of such issuance or
delivery.
Section 2. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation and, except (a)
as may be required by law or by the order of a court in some
proper proceeding, (b) as hereinafter provided, or (c) as the
Board of Directors may otherwise expressly provide by resolution
from time to time, shall be transferred only upon the assignment
and surrender of the issued certificate or certificates
representing such shares. Except as the Board of Directors may
otherwise provide by resolution from time to time, in the event
any issued certificate representing shares of stock of the
Corporation shall be lost, destroyed or stolen, the holder
thereof may have a new certificate for an equivalent number of
shares of the same class issued to him in lieu of and to replace
such lost, destroyed or stolen certificate upon producing
evidence, satisfactory to the Board of Directors, of such loss,
destruction or theft and upon furnishing to the Corporation a
bond of indemnity, deemed sufficient by the Board of Directors,
to protect the Corporation against any loss, damage or liability
that may be sustained by reason of such lost, destroyed or stolen
certificate and the issuance and delivery of such new or
replacement certificate.
Section 3. The stock transfer books of the Corporation
may be closed by order of the Board of Directors for a period not
exceeding fifty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the
date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect. In
lieu of closing the stock transfer books as aforesaid, the Board
of Directors is authorized, in its discretion, to fix in advance
a date, not exceeding fifty days preceding the date of any
meeting of stockholders or the date for the payment of any
dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of capital stock shall go
into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, and in such case only
such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to such notice of, and to vote at,
such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any
such record date fixed as aforesaid.
3
ARTICLE IV
Meeting of Stockholders
Section 1. The annual meeting of the stockholders of
the Corporation shall be held on the second Wednesday in April of
each year, if not a legal holiday, and if a legal holiday then on
the day following, at 10:30 o'clock a.m.; for the election of
directors and for the transaction of such other business as may
come before the meeting. Such meetings shall be held at the
office of the Corporation in the City of Shreveport, Louisiana.
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 stockholders holding not less than
one-third in number of the total outstanding shares of capital
stock of the Corporation entitled to vote, or in such other
manner as may be provided in Article Fourth of the Certificate of
Incorporation, as amended, of the Corporation, or as may at any
time be provided by statute. Such special meetings shall be held
at the office of the Corporation either in the City of
Shreveport, Louisiana, or in the City of Wilmington, Delaware, as
the notice of the meeting may specify.
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 all meeting of stockholders, except as
otherwise provided in Article Fourth of the Certificate of
Incorporation, as amended, a majority of the number of shares of
stock outstanding and entitled to vote must be represented in
order to constitute a quorum for the transaction of any business
other than (a) adjourning from time to time until a quorum shall
be obtained, or (b) adjourning sine die, and for any such
adjournment a majority vote of whatever stock shall be
represented shall be sufficient.
Section 5. At all stockholders' meetings, except as
otherwise provided in Article Fourth of the Certificate of
Incorporation, as amended, holders of record of stock then having
voting power shall be entitled to one vote for each share of such
stock held by them respectively, upon any question or at any
election, and such vote may, in all cases, be given by proxy,
duly authorized in writing.
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.
4
ARTICLE V
Directors
Section 1. The property and business of the
Corporation shall be managed by a Board of Directors, which,
except as otherwise provided in Article Fourth of the Certificate
of Incorporation, as amended, shall consist of not more than
thirteen (13) members. Except as otherwise provided in Article
Fourth of the Certificate of Incorporation, as amended, the
Directors shall be elected by a majority of votes of the
stockholders entitled to vote, present in
person or represented by proxy at the annual meeting of the
stockholders, and each Director shall be elected for a term of
one year, and until his successor shall be elected and shall
qualify.
Section 2. Except as otherwise provided in Article
Fourth of the Certificate of Incorporation, as amended, any
vacancy in the Board of Directors shall be filled by the Board,
and each Director so appointed shall hold office until the next
annual election, and until his successor shall be duly elected
and qualified.
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 (except the original or duplicate stock
ledger) outside of Delaware, at such places as they may from time
to time determine. In addition to the powers and authorities by
these Bylaws expressly conferred upon them, the Board may
exercise all such powers of the Corporation, and do all such
lawful acts and things as are not by law or by these Bylaws
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:
5
1. From time to time to make and change rules and
regulations, not inconsistent with these Bylaws, for the
management of the Corporation's business and affairs.
2. From time to time, as 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
Corporation, 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.
5. To borrow money, to create 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, checks, releases, contracts and other
papers and documents.
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 subdelegate), and upon such terms as it
shall think fit.
ARTICLE VI
Meetings of the Board
Section 1. Regular meetings of the Board of Directors
of the Corporation shall be held at such place and time as may be
designated from time to time by the Board. Special meetings of
the Board may be called by the Chairman of the Company, if there
shall be one, or by the President, or by a Vice President when
acting as President, or by any two directors, upon not less than
two days' notice to each director, either personally or by mail
or telegraph. Notice of any meeting of the Board may be waived
in writing by any director, either before or after the meeting,
and shall be deemed to have been waived by his attendance at such
meeting.
Section 2. A majority of the authorized number of
directors fixed by the Bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors,
but a lesser number may adjourn from time to time until a quorum
shall be obtained or may adjourn sine die.
6
Section 3. At all meetings of the Board of Directors,
the act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board, unless
the act of a greater number of directors is required by statute.
The Board shall keep minutes of the proceedings at its meetings.
Unless otherwise restricted by the Certificate of Incorporation,
as amended, any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken
without a meeting if, prior to such action, a written consent
setting forth the action so taken shall be signed by all members
of the Board or of such committee, as the case may be, and such
written consent shall be filed with the minutes of the
proceedings of the Board or of such committee, as the case may
be.
Section 4. Directors who are not officers or employees
of the Corporation shall be entitled to receive such
compensation, if any, for their services as directors of the
Corporation, as may be fixed by resolution of the Board of
Directors. Directors who are officers or employees of the
Corporation shall not be entitled to receive any compensation for
their services as directors. All directors of the Corporation
(whether or not officers or employees) may be allowed such sum
for attendance at any regular or special meeting of the Board as
may be fixed by resolution of the Board and shall be reimbursed
by the Corporation for any out-of-pocket expenses incurred for
attendance at any such meeting. Nothing herein contained shall
be construed to prevent 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 (one or more of whom may be designated as
Executive Vice President and one or more of whom may be
designated as Senior Vice President), a Controller, a Secretary,
a Treasurer, and one or more Assistant Secretaries and Assistant
Treasurers. The Board may also provide for and elect, at any
time, a Chairman of the Company 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 Corporation. Any two or more offices, other than
the offices of President and Secretary, may be held by the same
person. 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 Company, if there shall
be one, shall when present preside at all meetings of the
stockholders, of the Board of Directors, and of the Executive
7
Committee, if there shall be one. He shall be a member of the
Executive Committee, if there shall be one, and may attend any
meeting of any committee of the Board, whether or not a member,
except that attendance at an Audit Committee meeting may be only
upon invitation of that committee. He shall have such other
powers and duties as may at any time be prescribed by the Bylaws
or by the Board of Directors. In the event of death or
incapacitation of the President and Chief Executive Officer, the
Chairman, if there shall be one shall assume the duties of the
Chief Executive Officer until a successor is elected.
Section 3. 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, if there shall be one, is not present, the President
shall preside at all meetings of the stockholders, of the Board
of Directors, and of the Executive Committee, if there shall be
one. He shall be a member of the Executive Committee, if there
shall be one, and may attend any meeting of any committee of the
Board, whether or not a member, except that attendance at an
Audit Committee meeting may be only upon invitation of that
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 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 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 have such
other powers and duties as may at any time be prescribed by the
Bylaws or by the Board of Directors.
Section 4. The Vice President, or Vice Presidents if
there shall be more than one, shall have such powers and duties
as 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 in the first instance upon the
Executive Vice President, if there be one and he shall be able to
serve, and next upon the Vice President senior in point of
service able to serve, 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 the President
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 Corporation. He shall also act as
Secretary of all stockholders' meetings, and keep a record
8
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 may be otherwise
required by statute or by the Bylaws, 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 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 as are commonly incidental to the office of
Secretary, or as 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 Corporation, and shall deposit its funds in
the name of the Corporation, 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 Corporation 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 Chairman
of the Company, by the President, or by a Vice President when
acting as President. He shall also have charge of the
safekeeping of all stocks, bonds, mortgages and other securities
belonging to the Corporation, but such stocks, bonds, mortgages
and other securities shall be deposited for safekeeping 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
of the Executive Committee. He shall have such other 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 Corporation for the faithful discharge of his duties in such
form and to such amount and with such sureties as shall be
determined by the Board of Directors.
Section 7. The Controller shall have general
supervision and direction of matters pertaining to the function
of the Accounting Department and related sections, including all
matters pertaining to preparation of budgets, statistics, taxes
and corporate matters, without excluding by this enumeration any
other accounting functions not mentioned herein. He shall have
general supervision over all books and accounts of the
Corporation relating to receipts and disbursements, and the form
of all vouchers, accounts, reports and returns required by the
various departments. He shall see that the accounts of all
officers and employees are examined from time to time and as
often as practicable, and that proper returns are made of all
receipts from all sources. He shall be responsible for the
audit, verification and payment of all billings and voucher
requisitions for any and all purposes which shall be submitted
currently to him or to someone he designates on his staff.
Payments shall be made forthwith if found satisfactory and
correct unless deferment is properly requested and approved. No
payments of billings and voucher requisitions shall be made
unless previously certified to or approved by the head of the
department in which it originates and by others authorized to
approve such disbursements and unless he is satisfied of its
9
propriety and correctness. He shall have full access to all
contracts, correspondence and other papers and records of the
Corporation relating to its business matters, shall have the
custody of its account books, and other papers relating to the
accounts of the Corporation, 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 Corporation for the faithful discharge of his duties in such
form and to such amount and with such sureties as shall be
determined by the Board of Directors.
Section 8. Assistant Controllers, Assistant
Secretaries and Assistant Treasurers shall assist the Controller,
the Secretary and the Treasurer, respectively, as the case may
be, in the performance of the respective duties of such principal
officers; and in case of the absence, disability, death,
resignation or removal from office of any such principal officer,
the powers and duties of such principal officer shall, except as
otherwise ordered by the Chairman of the Company, the President,
the Board of Directors or the Executive Committee, temporarily
devolve upon his assistant or senior assistant if there shall be
more than one. Such assistants shall also perform such other
duties as may be assigned to them from time to time by their
respective principal officers or the Chairman of the Company or
the President or by the Board or the Executive Committee.
ARTICLE VIII
Indemnification
Section 1. Each person who is or was or had agreed to
become a Director or Officer of the Corporation, or each such
person who is or was serving, or had agreed to serve at the
request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation, or as a
Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including
the 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 Corporation to the full extent permitted by the
General Corporation Law of the State of Delaware 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 Corporation to provide
broader indemnification rights than said laws permitted the
Corporation 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 Corporation, and provided further
that no indemnification for employees or agents of the
Corporation (other than Directors and officers) will be made
without the express authorization of the Corporation's Board of
Directors.
10
ARTICLE IX
Committees
Section 1. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Executive
Committee consisting of not less than three members of the Board,
including the Chairman of the Company, if there shall be one, and
the President of the Corporation. 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
Corporation including power to authorize the seal of the
Corporation 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 Corporation in all cases in which
specific directions shall not have been given by the Board of
Directors. Vacancies in the Committee shall be filled by
resolution passed by a majority of the whole Board of Directors.
The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
Section 2. The Board of Directors, by the affirmative
vote of a majority of the whole Board, may appoint any other
standing committees, and such standing committees shall have and
may exercise such powers as shall be authorized by the Bylaws or
by the resolution appointing them.
Section 3. In accordance with the foregoing provision,
the following standing committee is hereby established:
Audit Committee. The Audit Committee of the
Southwestern Electric Power Company Board of Directors shall be
composed of all directors of the Company who are not presently or
formerly officers or employees of this Company or its affiliates.
The Chairman of the Committee shall be appointed by the Chairman
of the Board of Directors of the Company.
The Audit Committee shall have such responsibilities and powers,
permitted by law, as the Board may determine from time-to-time by
resolution passed by a majority of the Board.
ARTICLE X
Order of Business at Directors' Meetings
Section 1. The order of business at meetings of the
Board of Directors shall be determined by the Chairman of the
Company, if there shall be one and he shall be present, or by the
11
President or other person acting as chairman of the meeting,
unless otherwise ordered by the Board.
ARTICLE XI
Inspection of Books
Section 1. The Board of Directors shall from time to
time determine whether and to what extent, and at what times and
places, and under what conditions and regulations, the accounts
and books of the Corporation or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the
Corporation, except as conferred by statute or as authorized by
the Board of Directors or by a resolution of the stockholders.
ARTICLE XII
Miscellaneous
Section 1. The funds of the Corporation shall be
deposited to its credit in such banks or trust companies as the
Board of Directors, or its designee, may, from time to time,
designate, and shall be drawn out only for the purposes of the
Corporation, and only upon checks or drafts signed as herein
authorized. All checks, drafts or orders for payment except
"transfer checks" and "payroll checks" as hereinafter provided
drawn upon the "General Account," the "Deposit Refund Account,"
and the "Mid-South Towers-SWEPCO Account" in any depository shall
be signed on behalf of the Company by the President, a Vice
President, the Treasurer or an Assistant Treasurer, or by any
such officers or employees of the Corporation as may be
designated for the purpose from time to time by resolution of the
Board of Directors or of the Executive Committee; provided,
however, that all such checks in amounts over $50,000 shall be
signed manually by such officer, and provided that all such
checks or orders drawn in an amount of $50,000 or less may be
signed by the mechanical or facsimile signature of said officer.
"Transfer checks," transferring funds of the Company from its
General Account in any depository to its General Account in any
other depository, may be signed on behalf of the Company by the
mechanical or facsimile signature of said officers as defined
above. "Payroll checks" drawn upon the Payroll Account or
Accounts of the Company may be signed on behalf of the Company by
the mechanical or facsimile signature of said officer as defined
above. All deposits and funds of the Company in any depository
shall be made, in the first instance, directly to the credit of
the Company in its General Account in such depository, and no
such deposit shall be made, in the first instance, directly to
the credit of the Company in any Special Account, fund or deposit
(herein called a "Special Account") of the Company in any
depository, whether now or hereafter authorized or maintained.
12
Section 2. Promissory notes issued by the Corporation
shall be signed by the Chairman of the Company or the President
or a Vice President and by the Treasurer or an Assistant
Treasurer of the Corporation, or shall be signed in such other
manner as the Board of Directors or the Executive Committee shall
by resolution provide. When the Board of Directors or the
Executive Committee shall by resolution so provide, the signature
of an officer or employee designated or authorized to sign or
countersign bonds, debentures, notes, drafts or checks issued by
the Corporation may be facsimile.
Section 3. No debt 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 4. The dividends upon the preferred stock, if
declared, shall be payable quarterly on the first day of January,
April, July and October in each year, unless different quarterly
payment dates shall be fixed, in respect of any series of the
preferred stock of the Corporation, by the Certificate of
Incorporation, as amended, or by the resolution of the Board of
Directors creating such series. All dividends declared upon the
common stock 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 set aside, out of the
surplus or net profits of the Corporation, such sum or sums as
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 purpose as the Board
shall think conducive to the interest of the Corporation.
Section 5. The fiscal year of the Corporation shall be
the calendar year.
ARTICLE XIII
Amendment
Section 1. Subject always to Bylaws made by the
stockholders, the Board of Directors may make Bylaws from time to
time, and may alter, amend or repeal such Bylaws at any regular
or special meeting of the Board, but any Bylaws made by the Board
of Directors may be altered, amended or repealed by the
stockholders, at any annual meeting, or at any special meeting,
provided notice of such proposed alteration, amendment or repeal
shall have been included in the notice of such special meeting.