REGULATIONS
OF
THE CINCINNATI GAS & ELECTRIC COMPANY
ARTICLE I
Offices
Section 1. Offices. The location of the Corporation's
principal office shall be in the City of Cincinnati, County of
Hamilton, State of Ohio. The Corporation may, in addition to its
principal office in the State of Ohio, establish and maintain an
office or offices elsewhere in Ohio and in such other states and
places as the Board of Directors may from time to time find
necessary of desirable, at which the books, documents and papers of
the Corporation may be kept.
ARTICLE II
Shareholders' Meetings
Section 1. Annual Meeting. The annual meeting of the
shareholders may be held either within or without the State of
Ohio, at such place, time, and date designated by the Board of
Directors, or if not so designated, and so long as Cinergy Corp. is
the holder of a majority of the Corporation's outstanding common
stock, on the business day next preceding Cinergy Corp.'s annual
meeting of shareholders, for the election of directors, the
consideration of the reports to be laid before the meeting and the
transaction of such other business as may be brought before the
meeting.
Section 2. Notice of Annual Meeting. Notice of the annual
meeting shall be given in writing to each shareholder entitled to
vote thereat, at such address as appears on the records of the
Corporation at least ten (10) days and not more than forty-five
(45) days prior to the meeting.
Section 3. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chairman, Vice
Chairman, Chief Executive Officer, Chief Operating Officer, or
President, or by a majority of the members of the Board of
Directors acting with or without a meeting, or by the persons who
hold in the aggregate fifty (50) percent of all the shares
outstanding and entitled to vote thereat, upon notice in writing,
stating the time, place and purpose of the meeting. Business
transacted at all special meetings shall be confined to the objects
stated in the call.
Section 4. Notice of Special Meeting. Notice of a special
meeting, in writing, stating the time, place and purpose thereof,
shall be given to each shareholder entitled to vote thereat, at
least twenty (20) days and not more than forty-five (45) days prior
to the meeting.
Section 5. Waiver of Notice. Notice of the time, place and
purpose of any meeting of shareholders may be waived by the written
assent of every shareholder entitled to notice, filed with or
entered upon the records of the meeting, either before or after the
holding thereof.
Section 6. Quorum. The holders of shares entitling them to
exercise a majority of the voting power, or, if the vote is to be
taken by classes, the holders of shares of each class entitling
them to exercise a majority of the voting power of that class,
present in person or by proxy at any meeting of the shareholders,
unless otherwise specified by law, shall constitute a quorum.
If, however, at any meeting of the shareholders, a quorum
shall fail to attend in person or by proxy, a majority in interest
of the shareholders attending in person or by proxy at the time and
place of such meeting may adjourn the meeting from time to time
without further notice, other than by announcement at the meeting
at which such adjournment is taken, until a quorum is present. At
any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the
meeting originally called.
Section 7. Voting. At each meeting of the shareholders,
except as otherwise provided by statute or the Articles of
Incorporation, every holder of record of stock of the class or
classes entitled to vote at such meeting shall be entitled to vote
in person or by proxy appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more than
eleven (11) months prior to said meeting unless some other definite
period of validity shall be expressly provided therein.
Each shareholder shall have one (1) vote for each share of
stock having voting power, registered in his or her name on the
books of the Corporation, at the date fixed for determination of
persons entitled to vote at the meeting or, if no date has been
fixed, then at the date next preceding the day of the meeting.
Cumulative voting shall be permitted only as expressly required by
statute.
At any meeting of shareholders, a list of shareholders
entitled to vote, alphabetically arranged, showing the number and
classes of shares held by each on the date fixed for closing the
books against transfers or the record date fixed as hereinbefore
provided (or if no such date has been fixed, then on the date of
the meeting) shall be produced on the request of any shareholder,
and such list shall be prima facie evidence of the ownership of
shares and of the right of shareholders to vote, when certified by
the Secretary or by the agent of the Corporation having charge of
the transfer of shares.
Section 8. Written Consent of Shareholders in Lieu of
Meeting. Any action required or permitted by statute, the
Amended Articles of Incorporation of the Corporation, or these
Regulations, to be taken at any annual or special meeting of
shareholders of the Corporation, may be taken without a meeting,
without prior notice, and without a vote, if a written consent in
lieu of a meeting, setting forth the actions so taken, shall be
signed by all the shareholders entitled to vote thereon. Any
such written consent may be given by one or any number of
substantially concurrent written instruments of substantially
similar tenor signed by such shareholders, in person or by
attorney or proxy duly appointed in writing, and filed with the
records of the Corporation. Any such written consent shall be
effective as of the effective date thereof as specified therein.
ARTICLE III
Board of Directors
Section 1. Number of Directors, Tenure, Vacancies,
Nomination. Except where the law, the Articles, or these
Regulations require action to be authorized or taken by
shareholders, all of the authority of the Corporation shall be
exercised by or under the direction of a Board of Directors.
Subject to any special right of the holders of any capital stock
having a preference over Common Stock as to dividends or upon
liquidation issued under the Articles of Incorporation, the Board
of Directors shall consist of not less than three (3) directors and
not more than seven (7) directors. If the number of directors is
three (3) or four (4), at least one (1) director shall also be
serving as an officer or director of Cinergy Corp. If the number
of directors is five (5) or six (6), at least two (2) directors
shall also be serving as an officer or director of Cinergy Corp.
If the number of directors is seven (7), at least three (3)
directors shall also be serving as an officer or director of
Cinergy Corp. The number of directors may be determined by vote of
the three-fourths of the directors in office. Any such
determination made by the Board of Directors shall continue in
effect unless and until changed by the Board of Directors, but no
such change shall affect the term of any director then in office.
Subject to any special right of the holders of any capital
stock having a preference over Common Stock as to dividends or upon
liquidation issued under the Articles of Incorporation, only
persons who are nominated in accordance with the following
procedures shall be eligible for election as directors.
Nominations of persons as candidates for election as directors of
the Corporation may be made at a meeting of shareholders (i) by or
at the direction of the Board of Directors or by any committee or
person appointed by the Board of Directors or (ii) by any
shareholder of the Corporation entitled to vote for the election of
directors at such meeting who complies with the notice procedures
set forth herein. Any nomination other than those governed by
clause (i) of the preceding sentence shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice shall be delivered to or mailed
and received at the principal office of the Corporation not less
than 50 days prior to the meeting; provided, however, that if less
than 60 day's notice or prior public disclosure of the date of the
meeting is given to shareholders or made public, notice by the
shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice to the Secretary
shall set forth (a) as to each person whom the shareholder proposes
to nominate for election as director (i) the name, age, business
address, and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number
of any shares of capital stock of the Corporation which are
beneficially owned by such person, and (iv) any other information
relating to such person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to any
then existing rule or regulation promulgated under the Securities
Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and record address of such
shareholder, (ii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by such
shareholder, and (iii) the period of time such shareholder held
such shares. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee
to serve as a director. No person shall be eligible for election
as a director unless nominated as set forth herein.
Commencing at the annual meeting of shareholders held in 1995,
the term of office of the Board of Directors shall be one year.
Subject to any special right of the holders of any capital
stock having a preference over Common Stock as to dividends or upon
liquidation issued under the Articles of Incorporation and
notwithstanding the provisions of Article III, Section 6 of these
Regulations, the remaining directors, whether or not constituting a
majority of the whole authorized number of directors, may, by the
vote of a majority of their number, fill any vacancy in the Board,
however arising, for the unexpired term thereof. Subject to any
special right of the holders of any capital stock having a
preference over Common Stock as to dividends or upon liquidation
issued under the Articles of Incorporation, any person elected to
fill a vacancy in the Board shall hold office until the expiration
of the term of office and until his successor is elected and
qualified.
Notwithstanding the foregoing, whenever the holders of the
Cumulative Preferred Stock of all series, voting separately as a
class and regardless of series, shall have the right to elect a
majority of the Board of Directors as provided in the Articles of
Incorporation, the election, term of office, filling of vacancies
and other features of all directorships shall be governed by the
terms of the Articles of Incorporation, and whenever the holders of
any other capital stock having a preference over Common Stock as to
dividends or upon liquidation issued under the Articles of
Incorporation shall have the right, voting separately by class or
series, to elect certain directors at an annual or special meeting
of shareholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the
terms of the Articles of Incorporation creating such capital stock.
Subject to any special right of the holders of any capital
stock having a preference over Common Stock as to dividends or upon
liquidation issued under the Articles of Incorporation and to
applicable law, any director or directors of the Corporation may be
removed without assigning any cause only by an affirmative vote of
the holders of at least 80% of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote for
directors at the annual meeting of shareholders or at any special
meeting of shareholders called for this purpose.
Section 2. Annual Organization Meeting. Immediately after
each annual election, the newly-elected directors may meet
forthwith (either within or without the State of Ohio) for the
purpose of organization, the election of officers and the
transaction of other business. If a majority of the directors be
then present no prior notice of such meeting shall be required to
be given. The place and time of such first meeting may, however,
be fixed by written consent of all directors, or by three (3) days
written notice given by the Secretary of the Corporation.
Section 3. Regular Meetings. Regular meetings of the Board
of Directors may be held at any reasonable time and place (either
within or without the State of Ohio), and upon such notice, as the
Board of Directors may from time to time determine.
Section 4. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman, Vice Chairman, Chief
Executive Officer, Chief Operating Officer, or President, or by the
written request of three-fourths of the members of the Board of
Directors.
Section 5. Notice of Meetings. Notice of meetings shall be
given to each director in accordance with Article X, Section 1, of
these Regulations.
Section 6. Quorum. A majority of the Board of Directors
shall constitute a quorum for the transaction of business, but a
majority of those present at the time and place of any meeting,
although less than a quorum, may adjourn the same from time to
time, without notice, until a quorum be had. The act of a majority
of the directors present at any such meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 7. Compensation of Directors. Each director of the
Corporation (other than directors who are salaried officers of the
Corporation or any of its affiliates) shall be entitled to receive
as compensation for services such amounts as may be determined from
time to time by the Board of Directors in form either in fees for
attendance at the meeting of the Board of Directors, or by payment
at the rate of a fixed sum per month, or both. The same payment
may also be made to anyone other than a director officially called
to attend any such meeting.
Section 8. Executive Committee. The Board of Directors
shall, by resolution adopted by the affirmative vote of a majority
of the whole Board, designate three (3) or more directors who are
serving as officers of the Corporation or Cinergy Corp. at the time
of their appointment to the Executive Committee, to constitute an
Executive Committee. Once established, the Board of Directors may
abolish the Executive Committee by the affirmative vote of three-
fourths of the whole Board. The Board of Directors may, by the
affirmative vote of a majority of the whole Board, to the extent
not prohibited by law, delegate to such committee the power to
authorize the seal of the Corporation to be affixed to all papers
which may require it, to declare dividends or make distributions of
profits, and to exercise in the intervals between the meetings of
the Board of Directors the powers of the Board in the management of
the business and affairs of the Corporation. Once delegated, the
powers of the Executive Committee may be eliminated or restricted
by the affirmative vote of three-fourths of the whole Board. Any
member of the Executive Committee may be removed, with or without
cause, upon the affirmative vote of three-fourths of the whole
Board. Any vacancies on the Executive Committee shall be filled by
the affirmative vote of three-fourths of the whole Board.
The Executive Committee may act by a majority of its members
at a meeting or by a writing signed by all of its members.
Nonemployee members of such Executive Committee shall be
entitled to receive such fees and compensation as the Board of
Directors may determine.
Section 9. Other Committees. By the affirmative vote of
three-fourths of the whole Board, the Board of Directors may also
appoint such other standing or temporary committees from time to
time as they may see fit, delegating to such committees all or any
part of their own powers. The members of such committees shall be
entitled to receive such fees as the Board may determine.
Section 10. Actions of Board. Unless otherwise provided by
the Amended Articles of Incorporation of the Corporation or these
Regulations, any action required or permitted to be taken at any
meeting of the Board of Directors of the Corporation, or of any
committee(s) thereof, may be taken without a meeting, if all the
members of the Board of Directors, or of such committee(s), as
the case may be, consent thereto in writing, and such writing(s)
are filed with the minutes of proceedings of the Board of
Directors, or of such committee(s), of the Corporation. Any such
written consent to action of the Board of Directors, or of such
committee(s), shall be effectuated by the signature of the member
lastly consenting thereto in writing, unless the consent
otherwise specifies a prior or subsequent effective date.
Article IV
Officers
Section 1. Officers. The officers of the Corporation shall
consist of a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary, a Treasurer, a Comptroller, and may consist
of a Vice Chairman, a Chief Operating Officer, one or more Vice
Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, or one or more Assistant Comptrollers, all of
whom shall be elected by the Board of Directors, and shall hold
office for one year and until their successors are chosen and
qualified.
Any two of the offices of Vice President, Secretary and
Treasurer may be combined in one person. All vacancies occurring
among any of the above offices shall be filled by the Board of
Directors. Any officer may be removed with or without cause by the
affirmative vote of a majority of the number of Directors at any
meeting of the Board of Directors.
Section 2. Subordinate Officers. The Board of Directors may
appoint such other officers and agents with such powers and duties
as they shall deem necessary.
Section 3. The Chairman of the Board. The Chairman of the
Board shall be a director and shall preside at all meetings of the
Board of Directors and, in the absence or inability to act of the
Chief Executive Officer, meetings of shareholders and shall,
subject to the Board's direction and control, be the Board's
representative and medium of communication, and shall perform such
other duties as may from time to time be assigned to the Chairman
of the Board by the Board of Directors. The Chairman of the Board
shall direct the long-term strategic planning process of the
Corporation and shall also lend his or her expertise to such other
officers as may be requested from time to time by such officers.
The Chairman shall be a member of the Executive Committee.
Section 4. The Vice Chairman. The Vice Chairman of the
Board, if there be one, shall be a director and shall preside at
meetings of the Board of Directors in the absence or inability to
act of the Chairman of the Board or meetings of shareholders in the
absence or inability to act of the Chief Executive Officer and the
Chairman of the Board. The Vice Chairman shall perform such other
duties as may from time to time be assigned to him or her by the
Board of Directors. The Vice Chairman shall be a member of the
Executive Committee.
Section 5. The Chief Executive Officer. The Chief Executive
Officer shall be a director and shall preside at all meetings of
the shareholders, and, in the absence or inability to act of the
Chairman of the Board and the Vice Chairman, at all meetings of the
Board of Directors. The Chief Executive Officer shall from time to
time report to the Board of Directors all matters within his or her
knowledge which the interests of the Corporation may require be
brought to their notice. The Chief Executive Officer shall be the
chairman of the Executive Committee and ex officio a member of all
standing committees.
Section 6. The Chief Operating Officer. The Chief Operating
Officer of the Corporation, if there be one, shall have general and
active management and direction of the affairs of the Corporation,
shall have supervision of all departments and of all officers of
the Corporation, shall see that the orders and resolutions of the
Board of Directors and of the Executive Committee are carried into
effect, and shall have the general powers and duties of supervision
and management usually vested in the office of a Chief Operating
Officer of a corporation. Unless otherwise provided, all corporate
officers and functions shall report directly to the Chief Operating
Officer, if there be one, or, if not, to the Chief Executive
Officer.
Section 7. The President. The President shall have such
duties as may be delegated by the Board of Directors, Chief
Executive Officer or Chief Operating Officer.
Section 8. The Vice Presidents. The Vice Presidents shall
perform such duties as the Board of Directors shall, from time to
time, require. In the absence or incapacity of the President, the
Vice President designated by the Board of Directors or Executive
Committee, Chief Executive Officer, Chief Operating Officer, or
President shall exercise the powers and duties of the President.
Section 9(a). The Secretary. The Secretary shall attend all
meetings of the Board of Directors, of the Executive Committee and
of the shareholders and act as clerk thereof and record all votes
and the minutes of all proceedings in a book to be kept for that
purpose, and shall perform like duties for the standing committees
when required.
The Secretary shall keep in safe custody the seal of the
Corporation, and, whenever authorized by the Board of Directors or
the Executive Committee, affix the seal to any instrument requiring
the same.
The Secretary shall see that proper notice is given of all
meetings of the shareholders of the Corporation and of the Board of
Directors and shall perform such other duties as may be prescribed
from time to time by the Board of Directors, Chief Executive
Officer, Chief Operating Officer or President.
(b) Assistant Secretaries. At the request of the Secretary,
or in his or her absence or inability to act, the Assistant
Secretary or, if there be more than one, the Assistant Secretary
designated by the Secretary, shall perform the duties of the
Secretary and when so acting shall have all the powers of and be
subject to all the restrictions of the Secretary. The Assistant
Secretaries shall perform such other duties as may from time to
time be assigned to them by the Board of Directors, Chief Executive
Officer, Chief Operating Officer, President, or Secretary.
Section 10(a). The Treasurer. The Treasurer shall be the
financial officer of the Corporation, shall keep full and accurate
accounts of all collections, receipts and disbursements in books
belonging to the Corporation, shall deposit all moneys and other
valuables in the name and to the credit of the Corporation, in such
depositories as may be directed by the Board of Directors, shall
disburse the funds of the Corporation as may be ordered by the
Board of Directors, Chief Executive Officer, Chief Operating
Officer, or President, taking proper vouchers therefor, and shall
render to the Chief Executive Officer, Chief Operating Officer, or
President, and directors at all regular meetings of the Board, or
whenever they may require it, and to the annual meeting of the
shareholders, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.
The Treasurer shall also perform such other duties as the
Board of Directors may from time to time require.
If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in a form and in a sum with surety
satisfactory to the Board of Directors for the faithful performance
of the duties of his or her office and the restoration to the
Corporation in the case of his or her death, resignation or removal
from office of all books, papers, vouchers, money and other
property of whatever kind in his or her possession belonging to the
Corporation.
(b) Assistant Treasurers. At the request of the Treasurer, or
in his or her absence or inability to act, the Assistant Treasurer
or, if there be more than one, the Assistant Treasurer designated
by the Treasurer, shall perform the duties of the Treasurer and
when so acting shall have all the powers of and be subject to all
the restrictions of the Treasurer. The Assistant Treasurers shall
perform such other duties as may from time to time be assigned to
them by the Board of Directors, Chief Executive Officer, Chief
Operating Officer, President, or Treasurer.
Section 11(a). The Comptroller. The Comptroller shall have
control over all accounts and records of the Corporation pertaining
to moneys, properties, materials and supplies. He or she shall
have executive direction over the bookkeeping and accounting
departments and shall have general supervision over the records in
all other departments pertaining to moneys, properties, materials
and supplies. He or she shall have such other powers and duties as
are incident to the office of Comptroller of a corporation and
shall be subject at all times to the direction and control of the
Board of Directors, Chief Executive Officer, Chief Operating
Officer, President and a Vice President.
(b) Assistant Comptrollers. At the request of the
Comptroller, or in his or her absence or inability to act, the
Assistant Comptroller or, if there be more than one, the Assistant
Comptroller designated by the Comptroller, shall perform the duties
of the Comptroller and when so acting shall have all the powers of
and be subject to all the restrictions of the Comptroller. The
Assistant Comptrollers shall perform such other duties as may from
time to time be assigned to them by the Board of Directors, Chief
Executive Officer, Chief Operating Officer, President, or
Comptroller.
ARTICLE V
Indemnification of Directors, Officers, Employees, and Agents
Section 1. Indemnification of Directors, Officers, Employees,
and Agents.
(A) The Corporation shall indemnify or agree to 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 he 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, trustee,
officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's
fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or 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 he reasonably
believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding,
he had reasonable cause to believe his conduct was lawful.
(B) The Corporation shall indemnify or agree to 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 he 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, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise,
against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall
be made in respect of any of the following:
(1) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless, and only to
the extent that the court of common pleas, or the court in
which such action or suit was brought determines 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
as the court of common pleas or such other court shall deem
proper.
(2) Any action or suit in which the only liability asserted
against a director is pursuant to Section 1701.95 of the Ohio
Revised Code.
(C) To the extent that a director, trustee, officer,
employee, or agent has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to in the
foregoing paragraphs of this Article, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him
in connection with the action, suit, or proceeding.
(D) Any indemnification under Paragraphs (A) and (B) of
Section 1 of this Article, 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, trustee,
officer, employee, or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in such
Paragraphs (A) and (B). Such determination shall be made as
follows: (1) by a majority vote of a quorum consisting of directors
of the indemnifying Corporation who were not and are not parties to
or threatened with any such action, suit, or proceeding; (2) if
the quorum described in (D)(1) of this Section is not obtainable or
if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the
Corporation or any person to be indemnified within the past five
years; (3) by the shareholders; or (4) by the court of common pleas
or the court in which such action, suit, or proceeding was brought.
Any determination made by the disinterested directors under
(D)(1) of this Section or by independent legal counsel under (D)(2)
of this Section shall be promptly communicated to the person who
threatened or brought the action or suit by or in the right of the
Corporation under (B) of this Section, and within 10 days after
receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
Section 2. Advances for Litigation Expenses may be Made.
Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, or agent in defending any action, suit,
or proceeding referred to in Section 1 of this Article, may be paid
by the Corporation as they are incurred in advance of the final
disposition of the action, suit, or proceeding as authorized by the
directors in the specific case upon receipt of an undertaking by or
on behalf of the director, trustee, officer, employee, or agent to
repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the Corporation.
Section 3. Indemnification Nonexclusive. The indemnification
provided by this Article shall not be exclusive of and shall be in
addition to any other rights granted to those seeking
indemnification under these Regulations, any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who had ceased to be a director, trustee, officer, employee,
or agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
Section 4. Indemnity Insurance. The Corporation may purchase
and maintain insurance or furnish similar protection, including but
not limited to trust funds, letters of credit, or self-insurance,
on behalf of or for 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, trustee, officer,
employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to
indemnify him against such liability under this Section. Insurance
may be purchased from or maintained with a person in which the
Corporation has a financial interest.
Section 5. Payment of Expenses Not Limited. The
indemnification provided by Sections 1 (A) and (B) of this Article
does not limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to Sections 2, 3, and 4 of this Article.
Sections 1 (A) and (B) of this Article do not create any obligation
to repay or return payments made by the Corporation pursuant to
Sections 2, 3, or 4 of this Article.
Section 6. Survival of Indemnification. As used in this
Article, references to "Corporation" include all constituent
corporations in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, shall stand
in the same position under this Article with respect to the new or
surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
ARTICLE VI
Capital Stock
Section 1. Form and Execution of Certificates. The
certificates for shares of the capital stock of the Corporation
shall be of such form and content, not inconsistent with the law
and the Articles of Incorporation, as shall be approved by the
Board of Directors. The certificates shall be signed by (1) either
the Chairman, Chief Executive Officer, President or a Vice
President, and (2) any one of the following officers: Secretary or
Assistant Secretary, Treasurer or Assistant Treasurer. All
certificates shall be consecutively numbered in each class of
shares. The name and address of the person owning the shares
represented thereby, with the number of shares and the date of
issue, shall be entered on the Corporation's books.
Section 2. Transfer of Shares. Transfer of shares shall be
made upon the books of the Corporation or respective Transfer
Agents designated to transfer each class of stock, and before a new
certificate is issued the old certificates shall be surrendered for
cancellation.
Section 3. Appointment of Transfer Agents and Registrars.
The Board of Directors may appoint one or more transfer agents or
one or more registrars or both, and may require all stock
certificates to bear the signature of either or both. When any
such certificate is signed, by a transfer agent or registrar, the
signatures of the corporate officers and the corporate seal, if
any, upon such certificate may be facsimiles, engraved or printed.
In case any officer designated for the purpose, who has signed
or whose facsimile signature has been used on any such certificate,
shall, from any cause, cease to be such officer before the
certificate has been delivered by the Corporation, the certificate
may nevertheless be adopted by the Corporation and be issued and
delivered as though the person had not ceased to be such officer.
Section 4. Closing of Transfer Books or Taking Record of
Shareholders. The Board of Directors may fix a time not exceeding
sixty (60) days preceding the date of any meeting of shareholders
or forty-five (45) days preceding the date of any dividend payment
date or any date for the allotment of rights as a record date for
the determination of the shareholders entitled to notice of such
meeting or to vote thereat or to receive such dividends or rights
as the case may be; or the Board of Directors may close the books
of the Corporation against transfer of shares during the whole or
any part of such period.
Section 5. Lost Stock Certificates. In the case of a lost
stock certificate, a new stock certificate may be issued in its
place upon proof of such loss, destruction or mutilation and upon
the giving of a satisfactory bond of indemnity to the Corporation
and/or to the transfer agent and registrar of such stock, if any,
in such sum and under such terms as the Board of Directors may
provide.
ARTICLE VII
Dividends
Section 1. Dividends. Dividends may be declared by the Board
of Directors (or the Executive Committee if authority to declare
dividends is delegated to the Executive Committee by the Board of
Directors) and paid in cash, shares, or other property out of the
annual net income to the Corporation or out of its net assets in
excess of its capital, computed in accordance with the state
statute and subject to the conditions and limitations imposed by
the Articles of Incorporation.
No dividends shall be paid to the holders of any class of
shares in violation of the rights of the holders of any other class
of shares.
Before payment of any dividends or making distribution of any
profits, there may be set apart out of the excess of assets
available for dividends such sum or sums as the Board of Directors
(or Executive Committee if the authority to declare dividends or
make distributions is delegated to the Executive Committee) from
time to time in its absolute discretion thinks proper as a reserve
fund for any purpose.
ARTICLE VIII
Fiscal Year
Section 1. Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of January and terminate on the
thirty-first day of December in each year.
ARTICLE IX
Contracts, Checks, Notes, etc.
Section 1. Contracts, Checks, Notes, Etc. All contracts and
agreements authorized by the Board of Directors and all bonds and
notes shall, unless otherwise directed by the Board of Directors or
unless otherwise required by law, be signed by (1) either the
Chairman, Vice Chairman, Chief Executive Officer, Chief Operating
Officer, President, or a Vice President, and (2) any one of the
following officers: Secretary or Assistant Secretary, Treasurer or
Assistant Treasurer. The Board of Directors may by resolution
adopted at any meeting designate officers of the Corporation who
may in the name of the Corporation execute checks, drafts and
orders for the payment of money in its behalf and, in the
discretion of the Board of Directors, such officers may be so
authorized to sign such checks singly without necessity for
counter-signature.
ARTICLE X
Notice and Waiver of Notice
Section 1. Notice and Waiver of Notice. Any notice required
to be given by these Regulations to a director or officer may be
given in writing, personally served or through the United States
Mail, or by telephone, telegram, cablegram or radiogram, and such
notice shall be deemed to be given at the time when the same shall
be thus transmitted. Any notice required to be given by these
Regulations may be waived by the person entitled to such notice.
ARTICLE XI
Corporate Seal
Section 1. Corporate Seal. The corporate seal of the
Corporation shall consist of a metallic stamp, circular in form,
bearing in its center the figures "1837" and the words "Seal" and
"Ohio" and on the outer edge the name of the Corporation.
ARTICLE XII
Amendment
Section 1. Amendment. These Regulations may be amended or
repealed at any meeting of the shareholders of the Corporation by
the affirmative vote of the holders of record of shares entitling
them to exercise a majority of the voting power on such proposal,
or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise a two-thirds majority
of the voting power on such proposal.
Notwithstanding the foregoing paragraph, the affirmative vote
of the holders of at least 80% of the outstanding shares of capital
stock of the Corporation entitled to vote thereon shall be required
to amend, alter or repeal, or adopt any provision inconsistent
with, the requirements of Article II, Section 3, Article III,
Section I, or this paragraph of Article XII, Section 1 of these
Regulations, in addition to any requirements of law and any
provisions of the Articles of Incorporation, any Regulations, or
any resolution of the Board of Directors adopted pursuant to the
Articles of Incorporation (and notwithstanding that a lesser
percentage may be specified by law, the Articles of Incorporation,
these Regulations, such resolution, or otherwise).
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THE CINCINNATI GAS & ELECTRIC COMPANY
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REGULATIONS
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ADOPTED BY SHAREHOLDERS, APRIL 28, 1948
AS AMENDED, APRIL 23, 1975
AS AMENDED, APRIL 23, 1980
AS AMENDED, APRIL 17, 1986
AS AMENDED, APRIL 16, 1987
AS AMENDED, OCTOBER 24, 1994
AS AMENDED, MARCH 3, 1995
AS AMENDED, JUNE 16, 1995
AS AMENDED, APRIL 25, 1996
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