BY-LAWS OF CONNECTICUT NATURAL GAS CORPORATION
Adopted August 31, 1968 and amended
October 28, 1968 and
November 29, 1973 and
June 26, 1978 and
November 29, 1988 and
October 22, 1991 and
January 28, 1992 and
April 27, 1993 and
September 27, 1994 and
February 27, 1996
ARTICLE I
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DIRECTORS
Sec. 1. The Board of Directors shall consist of not less
than ten and not more than sixteen persons who shall be
stockholders of the Company and who shall, except as provided in
section 5 of this Article 1, be elected by the stockholders by
ballot in the manner prescribed by law and according to the
provisions of the Charter of the Company pertaining to
classification of the Board of Directors.
Sec. 2. The directors of the Company shall be divided into
three classes: Class I, Class II, and Class III. Such classes
shall be as nearly equal in number as possible. At each annual
election held after the initial election of directors according
to classes, the directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the
directors they succeed and shall be elected for a term expiring
at the third succeeding annual meeting of stockholders or in each
case thereafter when their respective successors are elected and
have qualified or upon their earlier death, resignation or
removal. If the number of directorships is changed, any increase
or decrease in directors shall be apportioned among the classes
so as to maintain all classes as nearly equal in number as
possible. No decrease in the number of directorships shall
shorten the term of any director. Any director elected to fill a
vacancy not resulting from an increase in the number of
directorships shall have the same remaining term as that of his
predecessor. No qualification for the office of director shall
apply to any director in office at the time such qualification
was adopted or to any successor director elected by the directors
to fill the unexpired term of a director.
Sec. 3. A regular meeting of the Board of Directors shall
be held without notice other than this By-law, immediately after,
and at the same place as, each annual meeting of stockholders.
Additional regular meetings of the Board of Directors may be held
without notice at such time and such place as shall from time to
time be determined by the Board of Directors, provided, however,
that the Board of Directors shall meet at least quarterly.
Special meetings of the Board may be called at any time by the
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Chairman or by the President, and also shall be called on the
written request of a majority of the Board addressed to the
Chairman or the President.
Notice of any special meeting shall be given to each
director at his business or residence in writing or by
telegram or by telephone communication. If mailed, such no-
tice shall be deemed adequately delivered when deposited in
the United States mails so addressed, with postage thereon
prepaid, at least five days before such meeting. If by tele-
gram, such notice shall be deemed adequately delivered when
the telegram is delivered to the telegraph company at least
twenty-four hours before such meeting. If by facsimile tran-
smission, such notice shall be transmitted at least twenty-
four hours before such meeting. If by telephone, the notice
shall be given at least twelve hours prior to the time set for
the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice of such meeting,
except for amendments to these By-laws as provided under
Section 1 of Article XI hereof. A meeting may be held at any
time without notice if all the directors are present or if
those not present waive notice of the meeting in writing,
either before or after such meeting.
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Sec. 4. At any meeting of the Board of Directors, a
majority shall be a quorum for the transaction of business,
but any meeting may be adjourned from time to time by the vote
of the directors present.
Sec. 5. A vacancy in the Board of Directors caused by a
director's death, resignation, removal from office, or order
of a court, or caused by an increase in the number of
directorships within the range established by the Charter of
the Company may be filled for the applicable term by action of
the sole remaining director in office or at a meeting of the
Board of Directors by the concurring vote of a majority of the
remaining directors in office, though such remaining directors
are less than a quorum, though the number of directors at the
meeting is less than a quorum and though such majority is less
than a quorum.
Sec. 6. No director shall be removed except by the
affirmative vote of seventy-five percent (75%) or more of the
outstanding shares of capital stock of the Company entitled to
vote generally in the election of directors, considered as one
class for the purpose of the Charter article entitled
Classification of Board of Directors.
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ARTICLE II
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INDEMNITY
Sec. 1. The Company shall indemnify each director of the
Company to the full extent allowed by the laws of the State of
Connecticut, as they may change from time to time.
ARTICLE III
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OFFICERS
Sec. 1. The officers of the Company shall be a
President, a Secretary, a Treasurer and, at the discretion of
the Board of Directors, a Chairman and one or more Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and such other officers as the Board of Directors
may deem advisable. The chief executive officer shall be a
director. One person may hold any two offices except that one
person shall not hold more than one of the following offices:
President, Secretary. All officers shall be elected or
appointed annually by the Board of Directors.
Sec. 2. The Board of Directors by a two-thirds vote of
their number shall have power to and may at any time remove
from office any of the officers elected or appointed by them.
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Sec. 3. In case of death, removal or resignation of any
of the officers of the Company, the directors may supply the
vacancy thus created until the next election.
ARTICLE IV
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DUTIES OF THE CHAIRMAN AND PRESIDENT
Sec. 1. The Chairman, if such office shall be filled by
the Board of Directors, shall, when present, preside at all
meetings of the Board and of the stockholders. He shall be an
executive officer of the Company, shall be the representative
of the Board of Directors and, if the Board so determines,
shall be the chief executive officer of the Company, and,
while chief executive officer, his title shall be Chairman and
Chief Executive Officer. He shall perform such additional
duties as may be assigned to him from time to time by the
Board.
Sec. 2. The President shall be an executive officer of
the Company and, if the Board of Directors so determines or
does not fill the office of Chairman, shall be the chief
executive officer of the Company. If the President be not the
chief executive officer of the Company, he shall perform such
duties as shall be assigned to him by the Chairman or by the
Board of Directors.
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Sec. 3. The chief executive officer of the Company shall
have direct and active supervision and control of the business
and affairs of the Company.
ARTICLE V
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DUTIES OF THE VICE PRESIDENT
Sec. 1. The Executive Vice President, Senior Vice
Presidents, Vice Presidents, and Assistant Vice Presidents
shall perform such duties as may be assigned by the chief
executive officer of the Board of Directors.
ARTICLE VI
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DUTIES OF THE SECRETARY AND ASSISTANT SECRETARY
Sec. 1. The Secretary shall record all the votes of the
Company and the minutes of its transactions in a book to be
kept for that purpose. He shall under the direction of the
chief executive officer be present at all meetings of the
Board and keep a record of proceedings in a minute book. He
shall notify the stockholders of the annual and any special
meetings, and shall notify the members of the Board of
Directors of all regular and special meetings of the Board.
He shall have charge of the transfer of stock and the registry
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of any bonds of the Company and shall keep records thereof in
such manner as the Board of Directors shall from time to time
direct. He shall perform all the duties that are customary
and incident to the office of Secretary in like companies.
Sec. 2. The Assistant Secretary shall perform the duties
of the Secretary in case of the absence or disability of the
Secretary, and shall at all times render such assistance as
the Secretary may require.
ARTICLE VII
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DUTIES OF THE TREASURER AND ASSISTANT TREASURERS
Sec. 1. The Treasurer shall keep full and accurate
accounts of receipts and disbursements and shall deposit the
Company's funds in the name and to the credit of the Company
in such depositories as may be determined by the Board of
Directors. He shall disburse the funds of the Company as may
be ordered by the Board, taking proper vouchers for such
disbursements. He shall have charge of the money, notes,
bills and checks of the Company, and may accept and endorse
the same. He shall make such reports of the receipts and
disbursements in such form and detail and at such time as the
Board may direct.
Sec. 2. The Assistant Treasurer shall perform the duties
of the Treasurer in case of the absence or disability of the
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Treasurer, and shall at all times render such assistance as
the Treasurer may require.
Sec. 3. Checks on funds of the Company, except in
payment of dividends, shall be signed by any one of the
following: the Chairman, the President, a Vice President
whose duties relate primarily to responsibility for the
financial aspects of the business of the Company, the
Treasurer, an Assistant Treasurer, the Controller and such
other person or persons as the Board of Directors may
determine from time to time.
ARTICLE VIII
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COMMITTEES
Sec. 1. There shall be an Executive Committee consisting
of such directors as may be chosen by the Board of Directors.
The Executive Committee shall have charge of all matters which
may be referred to it by the Board of Directors and generally
have oversight and authority with regard to all business of
the Company when the Board of Directors is not in session.
Sec. 2. There shall be an Audit Committee consisting of
such directors as may be chosen by the Board of Directors.
The Audit Committee shall recommend to the Board of Directors
a firm of independent public accountants to audit the books
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and accounts of the Company. The Committee also shall review
the reports prepared by the independent public accountants and
recommend to the directors any actions deemed appropriate in
connection with the reports. The Committee shall have such
other powers and duties as the Board may designate.
Sec. 3. There shall be a Compensation Committee
consisting of such directors as may be chosen by the Board of
Directors. The Compensation Committee shall establish
salaries and benefits for all officers, subject to approval by
the directors. The Committee shall approve all organizational
matters pertaining to officers and employees and review all
Company compensation and benefit programs, subject also to
approval. The Committee shall have such other powers and
duties as the Board may designate.
Sec. 4. There shall be a Committee on Directors
consisting of such directors as may be chosen by the Board of
Directors. The Committee on Directors shall consider
candidates for vacancies among directors, including written
stockholder recommendations, and recommend nominees when the
need arises. The Committee also shall recommend assignments
of directors to the various committees of the Board of
Directors. The Committee shall have such other powers and
duties as the Board may designate.
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Sec. 5. There shall be a Pension Committee consisting of
such directors as may be chosen by the Board of Directors.
The Pension Committee shall oversee the financial management
of all qualified and non-qualified plans of deferred
compensation, trusts relating to such plans, and similar
arrangements sponsored by the Company. The Committee shall
recommend contributions and amendments to such plans, and
shall have the authority to select, remove, review the
performance of, and allocate assets among managers, trustees,
insurance companies and other financial advisors as necessary
to fully discharge its duties. The Committee shall have such
other powers and duties as the Board may designate.
Sec. 6. The Board of Directors may from time to time
appoint such other committees with such powers as the Board
may determine.
Sec. 7. All committees shall report their actions and
recommendations to the Board of Directors at the next ensuing
meeting of the Board. A majority of each committee shall
constitute a quorum for the transaction of business. The
Board of Directors shall fix the remuneration of directors and
for membership on committees.
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ARTICLE IX
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MEETING OF STOCKHOLDERS
Sec. 1. The annual meeting of the stockholders of the
Company for the election of directors and the transaction of
such other business as may properly come before the meeting
shall be held on such day and at such hour as shall be
determined by resolution of the Board of Directors.
A special meeting of the stockholders shall be called at
any time by the Chairman of the Board, by the Secretary in
conformity with the vote of the Board of Directors, on the
written request of a majority of the directors addressed to
the chief executive officer of the Company or by the president
on the written request of stockholders holding at least
thirty-five percent of the voting power of all shares entitled
to vote at the meeting.
Sec. 2. Written or printed notice, stating the place,
day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be prepared and delivered
by the Company not less than ten days nor more than fifty days
before the date of the meeting, either personally, or by mail,
to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with
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postage thereon prepaid, addressed to the stockholder at his
address as it appears on the stock transfer books of the
Company. Such further notice shall be given as may be re-
quired by law. Meetings may be held without notice if all
stockholders entitled to vote are present, or if notice is
waived by those not present. Any previously scheduled meeting
of the stockholders may be postponed by resolution of the
Board of Directors upon public notice given prior to the time
previously scheduled for such meeting of stockholders.
Sec. 3. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the
voting power of the outstanding shares of the Company entitled
to vote generally in the election of directors (the "Voting
Stock"), represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series
voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum for the
transaction of such business. The chairman of the meeting or
the holders of a majority of the voting power of the shares of
Voting Stock so represented may adjourn the meeting from time
to time, whether or not there is such a quorum (or in the case
of specified business to be voted on by a class or series, the
chairman or, the holders of a majority of the shares of such
class or series so represented may adjourn the meeting with
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respect to such specified business). No notice of the time and
place of adjourned meetings need be given except as required
by law. The stockholders present at a duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Sec. 4. Stockholders may vote at any meeting either in
person or by proxy, but all proxies shall be in writing.
Partnerships may sign the firm name and the signature of any
general partner thereof shall be sufficient. Corporations may
execute their proxies by the signature of the President,
attested by that of the Secretary and the corporate seal of
the corporation.
Sec. 5. (A) Annual Meetings of Stockholders. (1)
Nominations of persons for election to the Board of Directors
of the Company and the proposal of business to be considered
by the stockholders may be made at an annual meeting of
stockholders (a) pursuant to the Company's notice of meeting
delivered pursuant to Section 2 of Article IX of these
By-laws, (b) by or at the direction of the Chairman or the
Board of Directors or (c) by any stockholder of the Company
who is entitled to vote at the meeting, who complied with the
notice procedures set forth in clauses (2) and (3) of this
paragraph (A) and this By-law and who was a stockholder of
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record at the time such notice is delivered to the Secretary
of the Company.
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (c) of paragraph (A)(l) of this By-law, the stockholder
must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal
executive offices of the Company not less than seventy days
nor more than ninety days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is advanced
by more than twenty days, or delayed by more than seventy
days, from such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the ninetieth
day prior to such annual meeting and not later than the close
of business on the later of the seventieth day prior to such
annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election
or reelection as a director all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities
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Exchange Act of 1934, as amended (the "Exchange Act"),
including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if
elected; (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder,
as they appear on the Company's books, and of such beneficial
owner and (ii) the class and number of shares of the Company
which are owned beneficially and of record by such stockholder
and such beneficial owner.
(3) Notwithstanding anything in the second sentence
of paragraph (A)(2) of this By-law to the contrary, in the
event that the number of directors to be elected to the Board
of Directors of the Company is increased and there is no
public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made
by the Company at least seventy days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-law shall also be
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considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be deliv-
ered to the Secretary at the principal executive offices of
the Company not later than the close of business on the tenth
day following the day on which such public announcement is
first made by the Company.
(B) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of stock-
holders as shall have been brought before the meeting pursuant
to the Company's notice of meeting pursuant to Section 2 of
Article IX of these By-laws (including any such notice upon
the request of the holders of thirty-five percent of the
voting power of the shares entitled to vote at the meeting).
Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the notice of meeting
(a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Company who is entitled to vote at the
meeting, who complies with the notice procedures set forth in
this By-law and who is a stockholder of record at the time
such notice is delivered to the Secretary of the Company.
Nominations by stockholders of persons for election to the
Board of Directors may be made at such a special meeting of
stockholders if the stockholder's notice as required by
paragraph (A)(2) of this By-law shall be delivered to the
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Secretary at the principal executive offices of the Company
not earlier than the ninetieth day prior to such special
meeting and not later than the close of business on the later
of the seventieth day prior to such special meeting or the
tenth day following the day on which public announcement is
first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at
such meeting.
(C) General. (1) Only persons who are nominated in
accordance with the procedures set forth in this By-law shall
be eligible to serve as directors and only such business shall
be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures
set forth in this By-law. Except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, the
chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the
procedures set forth in this By-law and, if any proposed
nomination or business is not in compliance with this By-law,
to declare that such defective proposal or nomination shall be
disregarded.
(2) For purposes of this By-law, "public announce-
ment" shall mean disclosure in a press release reported by the
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Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
By-law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this
By-law. Nothing in this By-law shall be deemed to affect any
rights of stockholders to request inclusion of proposals in
the Company's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
Sec. 6. The Chairman of the meeting shall fix and
announce at the meeting the date and time of the opening and
the closing of the polls for each matter upon which the
stockholders will vote at a meeting.
ARTICLE X
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CERTIFICATES OF STOCK
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Sec. 1. Certificates of stock shall be issued to the
stockholders and transfer of them made by the Secretary when
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required. The certificates shall be signed by the Chairman,
the President or Vice President and by the Secretary or
Assistant Secretary, the signatures of whom may be facsimiles,
countersigned by the transfer agent, and sealed with the
common seal of the Company or a facsimile thereof. A transfer
agent and a registrar of the stock may be appointed by the
Board of Directors. Transfers of stock shall be made upon the
books of the Company by the stockholder in person or by
attorney duly authorized upon surrender of the certificates.
Sec. 2. The Board of Directors may close the transfer
books in its discretion for a period not exceeding ten days
preceding any meeting of the stockholders or preceding the day
appointed for the payment of a dividend and the Board may in
its discretion fix a record date for the determination of
stockholders entitled to a vote at any meeting or to receive
the payment of a dividend.
ARTICLE XI
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AMENDMENTS TO THE BY-LAWS
Sec. 1. Amendments to the By-laws may be made at any
special or stated meeting of the Board of Directors by vote or
consent of at least two-thirds of the entire number of
directors, provided that no amendment shall be made unless the
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notice of the meeting shall specify the amendment as the
purpose or one of the purposes of the meeting.
Sec. 2. Amendments to the By-laws may be made at any
annual or special meeting of the stockholders by vote of the
holders of at least two-thirds of the voting power of shares
entitled to vote thereon, provided that no amendment shall be
made unless the notice of the meeting shall specify the
amendment as the purpose or one of the purposes of the
meeting.
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