BY-LAWS
OF
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
Effective as of September 1, 1996
SECTION 1. The annual meeting of stockholders of the Company for
the election of Trustees and such other business as may properly
come before such meeting shall be held on the third Monday in May
in each year at such hour and at such place in the City of New
York or the County of Westchester as may be designated by the
Board of Trustees.
SECTION 2. Special meetings of the stockholders of the Company
may be held upon call of the Chairman of the Board, the Vice
Chairman of the Board, the President, the Board of Trustees, or
stockholders holding one-fourth of the outstanding shares of
stock entitled to vote at such meeting.
SECTION 3. Notice of the time and place of every meeting of
stockholders, the purpose of such meeting and, in case of a
special meeting, the person or persons by or at whose direction
the meeting is being called, shall be mailed by the Secretary, or
other officer performing his duties, at least ten days, but not
more than fifty days, before the meeting to each stockholder of
record, at his last known Post Office address; provided, however,
that if a stockholder be present at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, or in writing waives notice
thereof before or after the meeting, the mailing to such
stockholder of notice of such meeting is unnecessary.
SECTION 4. The holders of a majority of the outstanding shares
of stock of the Company, entitled to vote at a meeting, present
in person or by proxy shall constitute a quorum, but less than a
quorum shall have power to adjourn.
SECTION 5. The Chairman of the Board, or in his absence the Vice
Chairman of the Board, or in his absence the President shall
preside over all meetings of stockholders. In their absence one
of the Vice Presidents shall preside over such meetings. The
Secretary of the Board of Trustees shall act as Secretary of such
meeting, if present. In his absence, the Chairman of the meeting
may appoint any person to act as Secretary of the meeting.
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SECTION 6. At each meeting of stockholders at which votes are to
be taken by ballot there shall be at least two and not more than
five inspectors of election and of stockholders' votes, who shall
be either designated prior to such meeting by the Board of
Trustees or, in the absence of such designation, appointed by the
Chairman of the meeting.
SECTION 7. Transfer of shares of stock of the Company will be
registered on the books of the Company maintained for that
purpose upon presentation of share certificates appropriately
endorsed. The Board of Trustees may, in their discretion, appoint
one or more registrars of the stock.
SECTION 8. The affairs of the Company shall be managed under the
direction of a Board consisting of fourteen Trustees, who shall
be elected annually by the stockholders by ballot and shall hold
office until their successors are elected and qualified.
Vacancies in the Board of Trustees may be filled by the Board at
any meeting, but if the number of Trustees is increased or
decreased by the Board by an amendment of this section of the
By-laws, such amendment shall require the vote of a majority of
the whole Board. Members of the Board of Trustees shall be
entitled to receive such reasonable fees or other forms of
compensation, on a per diem, annual or other basis, as may be
fixed by resolution of the Board of Trustees or the stockholders
in respect of their services as such, including attendance at
meetings of the Board and its committees; provided, however, that
nothing herein contained shall be construed as precluding any
Trustee from serving the Company in any capacity other than as a
member of the Board or a committee thereof and receiving
compensation for such other services.
SECTION 9. Meetings of the Board of Trustees shall be held at
the time and place fixed by resolution of the Board or upon call
of the Chairman of the Board, the Vice Chairman of the Board, the
President, or a Vice President or any two Trustees. The Secretary
of the Board or officer performing his duties shall give 24
hours' notice of all meetings of Trustees; provided that a
meeting may be held without notice immediately after the annual
election of Trustees, and notice need not be given of regular
meetings held at times fixed by resolution of the Board. Meetings
may be held at any time without notice if all the Trustees are
present and none protests the lack of notice either prior to the
meeting or at its commencement, or if those not present waive
notice either before or after the meeting. Notice by mailing or
telegraphing, or delivering by hand, to the usual business
address or residence of the Trustee not less than the time above
specified before the meeting shall be sufficient. A majority of
the Trustees in office shall constitute a quorum, but less than
such quorum shall have power to adjourn. The Chairman of the
Board or, in his absence the Vice Chairman of the Board or, in
his absence a Chairman pro tem elected by the meeting from among
the Trustees present shall preside at all meetings of the Board.
Any one or more members of the Board may participate in a special
meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.
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Participation by such means shall constitute presence in person
at such special meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting if all members
of the Board consent in writing to the adoption of a resolution
authorizing the action; provided, however, that no action taken
by the Board by unanimous written consent shall be taken in lieu
of a regular monthly meeting of the Board. Each resolution so
adopted and the written consents thereto by the members of the
Board shall be filed with the minutes of the proceedings of the
Board.
SECTION 10. The Board of Trustees, as soon as may be after the
election of Trustees in each year, shall elect from their number
a Chairman of the Board, who shall be the chief executive officer
of the Company, and shall elect a Vice Chairman of the Board and
a President. The Board shall also elect one or more Vice
Presidents, a Secretary and a Treasurer, and may from time to
time elect such other officers as they may deem proper. Any two
or more offices may be held by the same person, except the
offices of President and Secretary.
SECTION 11. The term of office of all officers shall be until
the next election of Trustees and until their respective
successors are chosen and qualify, but any officer may be removed
from office at any time by the Board of Trustees. Vacancies among
the officers may be filled by the Board of Trustees at any
meeting.
SECTION 12. The Chairman of the Board and the President shall
have such duties as usually pertain to their respective offices,
except as otherwise directed by the Board of Trustees or the
Executive Committee, and shall also have such powers and duties
as may from time to time be conferred upon them by the Board of
Trustees or the Executive Committee. The Vice Chairman of the
Board shall have such powers and duties as may from time to time
be conferred upon him by the Board of Trustees, the Executive
Committee or the Chairman of the Board. In the absence or
disability of the Chairman of the Board, the Vice Chairman of the
Board shall perform the duties and exercise the powers of the
Chairman of the Board. The Vice Presidents and the other officers
of the Company shall have such duties as usually pertain to their
respective offices, except as otherwise directed by the Board of
Trustees, the Executive Committee, the Chairman of the Board, the
Vice Chairman of the Board or the President, and shall also have
such powers and duties as may from time to time be conferred upon
them by the Board of Trustees, the Executive Committee, the
Chairman of the Board, the Vice Chairman of the Board or the
President.
SECTION 13. The Board of Trustees, as soon as may be after the
election of Trustees in each year, may by a resolution passed by
a majority of the whole Board, appoint an Executive Committee, to
consist of the Chairman of the Board (and in his absence the Vice
Chairman of the Board) and three or more additional Trustees as
the Board may from time to time determine, which shall have and
may exercise during the intervals between the meetings of the
Board all the powers vested in the Board except that neither the
Executive Committee nor any other committee appointed pursuant to
this section of the By-laws shall have authority as to any of the
following
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matters: the submission to stockholders of any action as to which
stockholders' authorization is required by law; the filling of
vacancies on the Board or on any committee thereof; the fixing of
compensation of any Trustee for serving on the Board or on any
committee thereof; the amendment or repeal of these By-laws, or
the adoption of new By-laws; and the amendment or repeal of any
resolution of the Board which by its terms shall not be so
amendable or repealable. The Board shall have the power at any
time to change the membership of such Executive Committee and to
fill vacancies in it. The Executive Committee may make rules for
the conduct of its business and may appoint such committees and
assistants as it may deem necessary. Four members of said
Executive Committee shall constitute a quorum. The Chairman of
the Board or, in his absence a Chairman pro tem elected by the
meeting from among the members of the Executive Committee present
shall preside at all meetings of the Executive Committee. The
Board may designate one or more Trustees as alternate members of
any committee appointed pursuant to this section of the By-laws
who may replace any absent member or members at any meeting of
such committee. The Board of Trustees may also from time to time
appoint other committees consisting of three or more Trustees
with such powers as may be granted to them by the Board of
Trustees, subject to the restrictions contained in this section
of the By-laws. Any one or more members of any committee
appointed pursuant to this section may participate in any meeting
of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation by
such means shall constitute presence in person at such meeting.
Any action required or permitted to be taken by any committee
appointed pursuant to this section may be taken without a meeting
if all members of such committee consent in writing to the
adoption of a resolution authorizing the action. Each resolution
so adopted and the written consents thereto by the members of
such committee shall be filed with the minutes of the proceedings
of such committee.
SECTION 14. The Board of Trustees are authorized to select such
depositories as they shall deem proper for the funds of the
Company. All checks and drafts against such deposited funds shall
be signed by such person or persons and in such manner as may be
specified by the Board of Trustees.
SECTION 15. The Company shall fully indemnify in all
circumstances to the extent not prohibited by law any person
made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, including an
investigative, administrative or legislative proceeding, and
including an action by or in the right of the Company or any
other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or
other enterprise, by reason of the fact that he, his testator or
intestate, is or was a Trustee or officer of the Company, or is
or was serving at the request of the Company any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, as a director, officer or in any other capacity
against any and all judgments, fines, amounts paid in settlement,
and expenses,
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including attorneys' fees, actually and reasonably incurred as a
result of or in connection with any such action or proceeding or
related appeal; provided, however, that no indemnification shall
be made to or on behalf of any Trustee, director or officer if a
judgment or other final adjudication adverse to the Trustee,
director or officer establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that
he personally gained in fact a financial profit or other
advantage to which he was not legally entitled; and, except in
the case of an action or proceeding specifically approved by the
Board of Trustees, the Company shall pay expenses incurred by or
on behalf of such a person in defending such a civil or criminal
action or proceeding (including appeals) in advance of the final
disposition of such action or proceeding promptly upon receipt by
the Company, from time to time, of a written demand of such
person for such advancement, together with an undertaking by or
on behalf of such person to repay any expenses so advanced to the
extent that the person receiving the advancement is ultimately
found not to be entitled to indemnification for such expenses;
and the right to indemnification and advancement of defense
expenses granted by or pursuant to this by-law (i) shall not
limit or exclude, but shall be in addition to, any other rights
which may be granted by or pursuant to any statute, certificate
of incorporation, by-law, resolution or agreement, (ii) shall be
deemed to constitute contractual obligations of the Company to
any Trustee, director or officer who serves in such capacity at
any time while this by-law is in effect, (iii) are intended to be
retroactive and shall be available with respect to events
occurring prior to the adoption of this by-law and (iv) shall
continue to exist after the repeal or modification hereof with
respect to events occurring prior thereto. It is the intent of
this by-law to require the Company to indemnify the persons
referred to herein for the aforementioned judgments, fines,
amounts paid in settlement and expenses, including attorneys'
fees, in each and every circumstance in which such
indemnification could lawfully be permitted by an express
provision of a by-law, and the indemnification required by this
by-law shall not be limited by the absence of an express recital
of such circumstances. The Company may, with the approval of the
Board of Trustees, enter into an agreement with any person who
is, or is about to become, a Trustee or officer of the Company,
or who is serving, or is about to serve, at the request of the
Company any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, as a director, officer or in
any other capacity, which agreement may provide for
indemnification of such person and advancement of defense
expenses to such person upon such terms, and to the extent, as
may be permitted by law.
SECTION 16. Wherever the expression "Trustees" or "Board of
Trustees" is used in these By-laws the same shall be deemed to
apply to the Directors or Board of Directors, as the case may be,
if the designation of those persons constituting the governing
board of this Company is changed from "Trustees" to "Directors".
SECTION 17. Either the Board of Trustees or the stockholders may
alter or amend these By-laws at any meeting duly held as above
provided, the notice of which includes notice of the proposed
amendment.
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EMERGENCY BY-LAWS
OF
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
As Amended February 23, 1966
Effective May 16, 1966
SECTION 1. These Emergency By-laws may be declared effective by
the Defense Council of New York as constituted under the New York
State Defense Emergency Act in the event of attack and shall
cease to be effective when the Council declares the end of the
period of attack.
SECTION 2. In the event of attack and until the Defense Council
declares the end of the period of attack the affairs of the
Company shall be managed by such Trustees theretofore elected as
are available to act, and a majority of such Trustees shall
constitute a quorum. In the event that there are less than three
Trustees available to act, then and in that event the Board of
Trustees shall consist of such Trustees theretofore elected and
available to act plus such number of senior officers of the
Company not theretofore elected as Trustees as will make a Board
of not less than three nor more than five members. The Board as
so constituted shall continue until such time as the Defense
Council declares the end of the period of attack and their
successors are duly elected.
SECTION 3. The By-laws of the Company shall remain in effect
during the period of emergency to the extent that said By-laws
are not inconsistent with these Emergency By-laws.