Exhibit (3) 2
CENTRAL AND SOUTH WEST CORPORATION
BYLAWS
Revised effective
January 20, 1999
CENTRAL AND SOUTH WEST CORPORATION
BYLAWS
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
holder. All certificates shall at the time of their issuance be signed by the
Chairman, the Vice Chairman, if any, the President, or a Vice President and also
by the Treasurer, the Secretary, an Assistant Treasurer or an Assistant
Secretary, shall be countersigned by a Transfer Agent, and shall be
authenticated and registered by a Registrar, provided that in case any officer,
Transfer Agent or Registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, Transfer Agent
or Registrar before such certificate is issued, it may be issued with the same
effect as if such officer, Transfer Agent or Registrar had not ceased to be such
at the date of its issue. The Board of Directors shall appoint one or more
Transfer Agents, none of whom shall be the Corporation or any officer or
employee thereof, and one or more Registrars, each of which Registrars shall be
a bank or trust company. If a certificate is countersigned manually by either a
Transfer Agent or a Registrar, any other signature on the certificate may be a
facsimile.
SECTION 2. Shares of stock shall be transferable only on the books of
the Corporation and, except as otherwise required by law, shall be transferred
only upon proper endorsement and surrender of the certificates theretofore
issued therefor. If an outstanding certificate of stock shall be lost, stolen or
destroyed, there shall be issued to the holder thereof a new certificate upon
production of evidence satisfactory to the Board of Directors of such loss,
theft or destruction and upon furnishing to the Corporation, the Transfer Agents
and the Registrars a bond of indemnity deemed sufficient by the Board of
Directors against claims on account of such alleged loss, theft or destruction
or on account of the issuance of such new certificate.
ARTICLE II
STOCKHOLDERS
SECTION 1. A meeting of the stockholders shall be held on the third
Thursday in April of each year or on such other day as may, in any year, be
specified by the Board of Directors. Each such annual meeting shall be held at
such place and hour as may be fixed by the Board of Directors.
SECTION 2. Special meeting of the stockholders may be called by the
Chairman, by the Board of Directors, by a majority of the Directors individually
or by the holders of not less than one-third of the total outstanding shares of
stock of the Corporation. Each special meeting of the stockholders shall be held
at such place, date and hour as may be fixed by the person or persons calling
the meeting.
SECTION 3. Written notice stating the place, date and hour of each
meeting of the stockholders, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than ten or
more than fifty days before the date of the meeting except as otherwise required
by law, either personally or by mail, to each stockholder of record entitled to
vote at such meeting.
SECTION 4. At all meetings of the stockholders a majority of the
outstanding shares of stock, excluding such shares as may be owned by the
Corporation, represented in person or by proxy, shall constitute a quorum for
the transaction of business, but the stockholders represented at a meeting,
though less than a quorum, may adjourn the meeting to some other day or sine
die. If a quorum is present the affirmative vote of a majority of the shares of
stock represented at the meeting shall be the act of the stockholders, unless
the vote of a greater number is required by law or the Second Restated
Certificate of Incorporation.
SECTION 5. At every meeting of the stockholders, each share of stock
shall entitle the holder of record on the date fixed by the Board of Directors
to one vote upon each matter voted upon. In the election of directors of the
Corporation, the principle of cumulative voting shall not apply. Votes may in
all cases be cast by duly authorized proxy, but no stockholder shall be entitled
to designate more than three persons as proxies to vote shares held by him.
SECTION 6. At least ten days before each meeting of the stockholders
the Secretary shall prepare a complete list, in alphabetical order, of all the
stockholders of the Corporation entitled to vote at the meeting, showing the
address of each and the number of shares registered in the name of each. Such
list shall be open to the examination of any stockholders, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten days prior to the meeting, at a place specified in the notice of the
meeting, within the city where the meeting is to be held, or at the place where
the meeting is to be held.
SECTION 7. For the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders or an adjournment thereof, or
to receive payment of a dividend or other distribution or allotment of rights,
or in order to make a determination of stockholders for any other proper
purpose, the Board of Directors may fix, in advance, a record date which shall
be not more than sixty days nor less than ten days before the date of such
meeting, except as otherwise required by law.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. (a) At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration of the term for
which they are elected, and until their successors have been duly elected and
qualified; except that if any such election shall not be so held, such election
shall take place at a stockholders' meeting called and held in accordance with
the Delaware General Corporation Law. The directors of the Corporation shall be
divided into three classes as nearly equal in size as is practicable, hereby
designated Class I, Class II and Class III. The term of office of the initial
Class I directors shall expire at the next succeeding annual meeting of
stockholders, the term of office of the initial Class II directors shall expire
at the second succeeding annual meeting of stockholders and the term of office
of the initial Class III directors shall expire at the third succeeding annual
meeting of the stockholders. For the purposes hereof, the initial Class I, Class
II and Class III directors shall be those directors elected at the April 19,
1990 annual meeting and designated as members of such Class. At each annual
meeting after the April 19, 1990 annual meeting, directors to replace those of a
Class whose terms expire at such annual meeting shall be elected to hold office
until the third succeeding annual meeting and until their respective successors
shall have been duly elected and shall qualify. If the number of directors is
hereafter changed, any newly created directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes as nearly equal
in number as is practicable.
(b) Any director may be removed from office only for cause and only by
the affirmative vote of the holders of eighty percent (80%) of the voting power
of the outstanding shares of Common Stock.
(c) The number of directors constituting the entire Board of Directors
shall be not less than nine nor more than fifteen as may be fixed from time to
time by resolution adopted by a majority of the entire Board of Directors;
provided, however, that no decrease in the number of directors constituting the
entire Board of Directors shall shorten the term of any incumbent director. A
majority of the entire Board of Directors may adopt a resolution at any time to
increase the number of directors to not more than fifteen and, by vote of a
majority of the Board of Directors, elect a new director or directors to fill
any such newly created directorship. Any such new director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been duly elected and qualified.
(d) Vacancies occurring on the Board of Directors for any reason may be
filled by vote of a majority of the remaining members of the Board of Directors,
although less than a quorum, at any meeting of the Board of Directors. A person
so elected by the Board of Directors to fill a vacancy shall be elected to hold
office until the next succeeding annual meeting of stockholders of the
Corporation and until his or her successor shall have been duly elected an
qualified.
SECTION 2. Except with respect to those persons who were serving as
directors of the Corporation on October 12, 1987, and who at that time were 60
years of age or over (all of whom shall be eligible for election as directors
until they, respectively, attain the age of 73 years and may continue to serve
until the annual meeting of shareholders following the director's 73rd
birthday), the Board of Directors shall not elect nor propose for election by
the stockholders of the Corporation (a) any non-employee of the Corporation who
has attained the age of 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 Corporation or any of its subsidiaries (other than a
past or present Chief Executive Officer of the Corporation) 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. Any
such non-employee director who attains the age of 70 years during such
director's service shall serve until the next annual meeting of shareholders
following such director's 70th birthday. Any person who, under the foregoing
provisions of this Section 2, would be eligible for election as a director after
age 70 shall, should the director elect to withdraw himself/herself from
consideration for such election, be entitled to the retirement benefits the
director would have been entitled to receive had the director served as a
director until age 73 and the commencement of such benefits shall, in that
event, be accelerated to age 70 or such later date as such election may be made.
The term "retirement benefits" as used herein shall include but not be limited
to deferred compensation payable under any compensation plan of the Corporation
for the benefit of its directors. The term of any director who is an employee of
the Corporation or any of its subsidiaries shall expire concurrently with the
termination of service of that director as such an employee.
SECTION 3. A regular meeting of the Board of Directors shall be held
immediately or as soon as practicable after the election of Directors in each
year, provided a quorum for such meeting can be obtained. Thereafter regular
meetings of the Board shall be held on such dates and at such hour and place as
to each meeting as the Board by resolution determines. Notice of every regular
meeting of the Board, except the first meeting after the election of Directors
in each year, stating the date, hour and place at which such meeting will be
held, shall be given to each Director personally, by telephone, by telegraph or
by mail, at least seven days before the day of such meeting.
SECTION 4. Special meetings of the Board of Directors may be called by
the Chairman, by the President, the Vice Chairman, if any, or a Vice President,
when acting in the Chairman's stead, or by any two Directors. Notice of every
special meeting of the Board, stating the time and place at which it will be
held, shall be given to each Director personally, by telephone, by telegraph or
by mail, at least four days before the day of such meeting.
SECTION 5. Notice to a Director of any meeting may be waived in writing
by such Director, either before or after the meeting, and shall be deemed to
have been waived by his attendance at the meeting.
SECTION 6. A majority of the number of Directors fixed by these Bylaws
shall constitute a quorum for the transaction of business at any meeting of the
Board, but a lesser number may adjourn the meeting from time to time until a
quorum is obtained, or may adjourn sine die. Except as otherwise provided in the
Second Restated Certificate of Incorporation of the Corporation, at every
meeting of the Board of Directors at which a quorum is present a majority vote
of the Directors present shall be decisive of all questions before the meeting.
No Director may participate in meetings of the Board or committees thereof by
means of conference telephone or similar communications equipment except upon
prior notice to such Director from the Chairman, or in the case of a meeting of
a committee, from the chairman thereof, and, in the case of a meeting of the
Board, unanimous approval of the Directors present.
SECTION 7. Directors who are not officers of the Corporation or an
affiliate shall receive annual retainers and fees for attending meetings of the
Board or committees of the Board in such amounts as the Executive Compensation
Committee of this Board shall from time to time set. No retainers or attendance
fees shall be paid to Directors who are also officers of the Corporation or an
affiliate. All Directors shall be reimbursed by the Corporation for their out of
pocket traveling and other expenses incurred in connection with attending
meetings of the Board or committees of the Board. Nothing therein contained
shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor, including such compensation
as may be specified by the Board of Directors for services as a member of any
committee of the Board.
ARTICLE IV
COMMITTEES
SECTION 1. The Board of Directors may from time to time establish, by
resolution passed by a majority of the whole Board, standing or special
committees, each consisting of two or more directors. Each committee shall have
those duties and powers, permitted by law, as the Board may determine. Except
for the Chairman of the Corporation, no committee member shall also be an
officer or employee of the Corporation or any of its subsidiaries. The whole
Board shall appoint the committee members and chairmen, and determine the duties
and powers of each committee, annually, upon recommendation of the Chairman of
the Corporation, after the conclusion of the Corporation's Annual Stockholders'
Meeting.
SECTION 2. Meetings of a committee may be called by the chairman of the
committee, by any two members of the committee or by the Chairman. Notice of
each committee meeting, stating the date, hour and place at which it will be
held, shall be given to each member of the committee personally, by telephone,
by telegraph or by mail, at least four days before the day of such meeting. A
majority of the members of a committee shall constitute a quorum for the
transaction of business at any meeting thereof, but a lesser number may adjourn
the meeting from time to time until a quorum is obtained, or may adjourn sine
die. A majority vote of those present at a meeting of a committee at which a
quorum is present shall be decisive of all questions before the meeting.
SECTION 3. In the absence or disqualification of any member of a
committee, the remaining member or members present at a meeting and not
disqualified from voting, whether or not constituting a quorum, may appoint
another Director to act at such meeting in the place of such absent or
disqualified member.
SECTION 4. Notice to a Director of any committee meeting may be waived
in writing by such Director, either before or after the meeting, and shall be
deemed to have been waived by his attendance at the meeting.
SECTION 5. The Board of Directors may delegate to the Chairman
authority to establish Committees, designate their powers, and appoint committee
members and chairmen.
ARTICLE V
OFFICERS
SECTION 1. There shall be elected by the Board of Directors at its
first meeting after the election of Directors in each year, a Chairman, a
President, a Secretary, a Controller, a Treasurer, and a General Counsel. There
may be elected by the Board one or more Vice Chairmen and Vice Presidents,
including Executive Vice Presidents, as the Board may decide upon; a Chief
Financial Officer; and one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Controllers or Assistant Treasurers. The Board may also
provide for and elect or appoint, at any time such other officers and prescribe
for each of them such duties as in its judgment may be desirable for the conduct
of the business and affairs of the Corporation. The Board shall approve the
compensation of the chief executive, the operating, the administrative, and the
financial and legal officers of the Corporation. The Chairman and the Chief
Executive Officer shall be, and any other officers may, but shall not be
required to be, Directors of the Corporation. Any two or more offices, except
those of Chief Executive Officer and Secretary, may be held by the same person.
All officers 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 respective successors shall have been elected and qualified, or
until their earlier resignation or removal. Any officer may be removed from
office by the Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby. Such removal, however, shall be without
prejudice to the contract rights, if any, of the persons so removed. Election of
an officer shall not of itself create contract rights.
SECTION 2. The Chairman shall be the chief executive officer of the
Corporation and shall have general authority over all its affairs and over all
its other officers, agents and employees. The Chairman shall, when present,
preside at all meetings of the stockholders and of the Board of Directors, 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. The Chairman shall sign all papers and documents as may be
necessary or appropriate and shall have such other powers and duties as usually
devolve upon the chief executive officer of a corporation, and such further
powers and duties as may be prescribed by the Board of Directors. The Chairman
shall have authority to appoint, remove or discharge any agent or employee or
any officer not elected or appointed by the Board of Directors and, when the
Board is not in session, to suspend the authority of any officer elected or
appointed by the Board, subject to the pleasure of the Board at its next
meeting.
SECTION 3. Any officer not required by these bylaws to be elected under
Section 1 above, including but not limited to Vice Chairmen, Vice President and
a Chief Financial Officer, shall have such specific powers and duties, and such
authority over the affairs of the Corporation, as may be prescribed by the Board
or the Chairman. Said officers shall report to the Chairman or such other
officer as the Board or Chairman may designate.
SECTION 4. The General Counsel shall be responsible for the supervision
of the legal affairs of the Corporation and in connection therewith shall have
such specific powers and duties as shall be delegated by the Chairman. The
General Counsel shall report to the Chairman.
SECTION 5. The Controller shall be responsible for the installation and
supervision of all accounting records of the Corporation, preparation and
interpretation of the financial statements and reports of the Corporation,
maintenance of appropriate and adequate records of authorized appropriations,
determination that all sums expended pursuant to such appropriations are
properly accounted for, and shall ascertain that all financial transactions are
properly executed and recorded, and shall have such specific powers and duties
as shall be delegated by the Chairman or the Chief Financial Officer, if any.
The Controller may be required to give bond to the Corporation for the faithful
discharge of his or her duties in such form and in such amount and with such
surety as shall be determined by the Board of Directors. The Controller shall
report to the Chairman or such other officer as the Board may designate.
SECTION 6. The Secretary shall attend all meetings of the stockholders
and of the Board of Directors, shall keep a true and faithful record thereof,
and shall have the custody and care of the corporate seal, records, minute books
and stock books of the Corporation. Except as may be otherwise required by law,
the Secretary shall sign and issue all notices required for meetings of
stockholders and of the Board of Directors. 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 or of the Board of Directors, as the case may be. He or she shall
sign all documents and papers to which his or her signature may be necessary or
appropriate, shall affix and attest 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 the secretary of a corporation or as
may be prescribed by the Board of Directors, the Chairman or the General
Counsel. He or she shall report to the General Counsel.
SECTION 7. 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 other depositories as the Board of Directors may
direct. Such funds shall be subject to withdrawal only upon checks or drafts
signed or authenticated 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 Corporation
shall be convenient or as shall be placed in his 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 Chairman or the Vice Chairmen or the
Chief Financial Officer, if any. Securities owned by the Corporation 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 Corporation for the faithful discharge of his or her duties in
such form and in such amount and with such surety as shall be determined by the
Board of Directors. The Treasurer shall report to the Chairman or such other
officer as the Board may designate.
SECTION 8. In case of the absence or disability of any officer
hereinabove provided, the next succeeding senior officer shall exercise the
powers and duties of such absent or disabled officer.
ARTICLE VI
INDEMNIFICATION
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.
ARTICLE VII
MISCELLANEOUS
SECTION 1. No debts shall be contracted by or on behalf of the
Corporation, except for current expenses incurred in the ordinary course of
business, unless authorized or approved by the Board of Directors, or by the
Chairman, the Vice Chairman, if any, the President or Vice President when acting
pursuant to authority or approval granted by the Board.
SECTION 2. Any and all shares of stock of any corporation owned by the
Corporation and any and all voting trust certificates owned by the Corporation
calling for or representing shares of stock of any corporation may be voted at
any meeting of the stockholders of such corporation or at any meeting of the
holders of such certificates, as the case may be, by the Chairman, the Vice
Chairman, if any, the President or any Vice President and the Secretary or any
Assistant Secretary, in person or by proxy, upon any question which may be
presented at such meeting, and such officers may, on behalf of the Corporation,
waive any notice required to be given of the calling of such meeting and consent
to the holding of such meeting without notice or to the taking of action without
a meeting; provided, however, that if any question to be voted upon relates to
business of a special or extraordinary nature which has not previously been
approved by the Board of Directors of the Corporation, such officers shall vote
or act only in accordance with authorization by the Board of Directors.
SECTION 3. The fiscal year of the Corporation shall be the calendar
year.
ARTICLE VIII
AMENDMENT OF BYLAWS
These Bylaws may be altered, amended or repealed by the Board of
Directors at any regular or special meeting of the Board, or by the
stockholders, as provided by law.