EQUITABLE RESOURCES, INC.
BY-LAWS
(Amended through December 17, 1993)
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.01 All meetings of the shareholders shall
be held at the principal office of the Company or such other
places, either within or without the Commonwealth of Pennsylva-
nia, as the Board of Directors may from time to time determine.
Section 1.02 An annual meeting of shareholders shall
be held in each calendar year at such time and place as the Board
of Directors shall determine. If the annual meeting shall not be
called and held during such calendar year, any shareholder may
call such meeting at any time thereafter.
Section 1.03 At each such annual meeting, the class
of Directors then being elected shall be elected to hold office
for a term of three (3) years, and until their successors shall
have been elected and qualified. All elections of Directors
shall be conducted by three (3) Judges of Election, who need not
be shareholders, appointed by the Board of Directors. If any
such appointees are not present, the vacancy shall be filled by
the presiding officer of the meeting. The Chairman of the
Company shall preside and the Secretary shall take the minutes at
all meetings of the shareholders. In the absence of the Chair-
man, the President shall preside. In the absence of both, the
presiding officer shall be designated by the Board of Directors
or, if not so designated, by the shareholders of the Company, and
if the Secretary is unable to do so, the presiding officer shall
designate any person to take the minutes of the meeting.
Section 1.04 The presence, in person or by proxy, of
the holders of a majority of the voting power of all shareholders
shall constitute a quorum except as otherwise provided by law or
by the Restated Articles of the Company. If a meeting is not
organ-ized because a quorum is not present, the shareholders
present may adjourn the meeting to such time and place as they
may determine, except that any meeting at which Directors are to
be elected shall be adjourned only from day to day, or for such
longer periods not exceeding fifteen (15) days each, as may be
directed by a majority of the voting stock present.
Section 1.05 Shareholders entitled to vote on any
matter shall be entitled to one (1) vote for each share of
capital stock standing in their respective names upon the books
of the Company to be voted by the shareholder in person or by his
or her duly authorized proxy or attorney. The validity of every
unrevoked proxy shall cease eleven (11) months after the date of
its exe-cution unless some other definite period of validity
shall be expressly provided therein, but in no event shall a
proxy, unless coupled with an interest, be voted on after three
(3) years from the date of its execution. All questions shall be
decided by the vote of shareholders entitled to cast at least a
majority of the votes which all shareholders present and voting
(excluding abstentions) are entitled to cast on the matter,
unless otherwise expressly provided by law or by the Restated
Articles of the Company.
Section 1.06 Special meetings of shareholders may be
called by the Board of Directors, by the Chairman, by the Presi-
dent, or by the holders of at least one-fifth (1/5) of all the
shares outstanding and entitled to vote thereat.
Section 1.07 Notice of the annual meeting and of all
special meetings of shareholders shall be given by sending a
written or printed notice thereof by mail, specifying the place,
day, and hour of the meeting and, in the case of a special
meeting of shareholders, the general nature of the business to be
trans-acted, to each shareholder at the address appearing on the
books of the Company, or the address supplied by such shareholder
to the Company for the purpose of notice, at least five (5) days
before the day named for the meeting, unless such shareholders
shall waive notice or be in attendance at the meeting.
ARTICLE II
GENERAL PROVISIONS
Section 2.01 The principal office of the Company
shall be in the City of Pittsburgh, Pennsylvania, and shall be
kept open during business hours every day except Saturdays,
Sundays, and legal holidays, unless otherwise ordered by the
Board of Directors, the Chairman or the President.
Section 2.02 The Company shall have a corporate seal
which shall contain within a circle the following words: "Equi-
table Resources, Inc., Pittsburgh, Pennsylvania" and in an inner
circle the words "Corporate Seal."
Section 2.03 The fiscal year of the Company shall
begin with January 1 and end with December 31 of the same calen-
dar year.
Section 2.04 The Board of Directors shall fix a time,
not more than seventy (70) days prior to the date of any meeting
of shareholders, or the date fixed for the payment of any divi-
dend or distribution, or the date for any allotment of rights, or
the date when any change or conversion or exchange of shares will
be made or go into effect, as a record date for the determination
of the shareholders entitled to notice of, or to vote at, any
such meeting, or entitled to receive payment of any such dividend
or distribution, or to receive any such allotment of rights, or
to exercise the rights in respect of any such change, conversion,
or exchange of shares.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 Regular meetings of the Board of Direc-
tors shall be held at least six (6) times each year, immediately
after the annual meeting of shareholders and at such other times
and places as the Board of Directors shall from time to time
designate by resolution of the Board. Notice need not be given
of regular meetings of the Board held at the times and places
fixed by resolution of the Board.
If the Board shall fail to designate the specific time
and place of any regular meeting, such regular meeting shall be
held at such time and place as designated by the Chairman or the
President and, in such case, oral, telegraphic or written notice
shall be duly served or sent or mailed by the Secretary to each
Director not less than five (5) days before the meeting.
Section 3.02 Special meetings may be held at any time
upon the call of the Chairman or the President at such time and
place as he may deem necessary, or by the Secretary at the
request of any two (2) members of the Board, by oral, telegraphic
or written notice duly served or sent or mailed to each Director
not less than twenty-four (24) hours before the meeting.
Section 3.03 Fifty percent (50%) of the Directors at
the time in office shall constitute a quorum for the transaction
of business. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors,
shall be filled only by a majority vote of the remaining Direc-
tors then in office, though less than a quorum, except that
vacancies resulting from removal from office by a vote of the
shareholders may be filled by the shareholders at the same
meeting at which such removal occurs. All Directors elected to
fill vacancies shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to
which they have been elected expires.
Section 3.04 One (1) or more Directors may par-
ticipate in a meeting of the Board or of a committee of the Board
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and all Directors so participating
shall be deemed present at the meeting.
Section 3.05 The full Board of Directors shall
consist of not less than five (5) nor more than twelve (12)
persons, the exact number to be fixed from time to time by the
Board of Directors pursuant to a resolution adopted by a majority
vote of the Directors then in office.
Section 3.06 The Board of Directors may elect one (1)
of its members (who shall not be an officer of the Company during
his tenure) as its Chairman, if the By-Laws of the Company do not
then provide for the election of a Chairman of the Board who
shall be the Chief Executive Officer of the Company. A Chairman
so elected shall confer with the President as to the content of
agendas for such meetings and shall consult with the President as
to matters affecting or relating to the Board of Directors. The
Chairman so elected shall serve until the first meeting of the
Board following the next annual meeting of the shareholders. The
Board shall also fix the annual rate of compensation to be paid
to the Chairman in addition to compensation paid to all non-
officer members of the Board. The Chairman, or in the absence of
the Chairman, the President, shall preside at all meetings of the
Board, preserve order, and regulate debate according to the usual
parliamentary rules. In the absence of the Chairman or the
President, a Chairman pro tem may be appointed by the Board.
Section 3.07 Only persons who are nominated in accor-
dance with the following procedures shall be eligible for elec-
tion as directors. Nomination for election to the Board of
Directors of the Company at a meeting of shareholders may be made
by the Board of Directors or by any shareholder of the Company
entitled to vote for the election of directors at such meeting
who complies with the notice procedures set forth in this Section
3.07. Such nomi-nations, other than those made by or on behalf
of the Board of Directors, shall be made by notice in writing
delivered or mailed by first class United States mail, postage
prepaid, to the Secretary, and received not less than 60 days nor
more than 90 days prior to such meeting; provided, however, that
if less than 70 days' notice or prior public disclosure of the
date of the meeting is given to shareholders, such nomination
shall have been mailed or delivered to the Secretary not later
than the close of business on the 10th day following the day on
which the notice of the meeting was mailed or such public dis-
closure was made, whichever occurs first. Such notice shall set
forth (a) as to each proposed nominee (i) the name, age, business
address and, if known, residence address of each such nominee,
(ii) the principal occupation or employment of each such nominee,
(iii) the number of shares of stock of the Company which are
beneficially owned by each such nominee, and (iv) any other
information concerning the nominee that must be disclosed as to
nominees in proxy solicitations pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including such
person's written consent to be named as a nominee and to serve as
a director if elected); and (b) as to the shareholder giving the
notice (i) the name and address, as they appear on the Company's
books, of such shareholder and (ii) the class and number of
shares of the Company which are beneficially owned by such share-
holder. The Company may require any proposed nominee to furnish
such other information as may reasonably be required by the
Company to determine the eligibility of such proposed nominee to
serve as a director of the Company.
The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should
so determine, he shall so declare to the meeting and the defec-
tive nomination shall be disregarded.
Section 3.08 The age limit for Directors of this
Company shall be seventy-two (72) and they shall not be eligible
for election or re-election after reaching their seventy-second
(72nd) birthday; provided, this qualification and limitation
shall not apply to Directors holding office on June 12, 1972, the
date this By-Law was adopted by the shareholders. No person who
is an employee or officer of the Company, except the Chief
Executive Officer, shall be eligible to serve as a Director of
the Company after he has retired from service as an employee or
officer.
Section 3.09 No Director shall be personally liable
for monetary damages as such (except to the extent otherwise
provided by law) for any action taken, or any failure to take any
action, unless such Director has breached or failed to perform
the duties of his or her office under Title 42, Chapter 83,
Subchapter F of the Pennsylvania Consolidated Statutes (or any
successor statute relating to Directors' standard of care and
justifiable reliance); and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
If the Pennsylvania Consolidated Statutes are amended
after May 22, 1987, the date this section received shareholder
approval, to further eliminate or limit the personal liability of
Directors, then a Director shall not be liable, in addition to
the circumstances set forth in this section, to the fullest
extent permitted by the Pennsylvania Consolidated Statutes, as so
amended.
The provisions of this section shall not apply to any
actions filed prior to January 27, 1987, nor to any breach of
performance of duty, or any failure of performance of duty, by
any Director occurring prior to January 27, 1987.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 4.01 Directors, officers, agents, and employ-
ees of the Company shall be indemnified as of right to the
fullest extent not prohibited by law in connection with any
actual or threatened action, suit or proceeding, civil, criminal,
admin-istrative, investigative or other (whether brought by or in
the right of the Company or otherwise) arising out of their
service to the Company or to another enterprise at the request of
the Company. The Company may purchase and maintain insurance to
protect itself and any such Director, officer, agent or employee
against any liability asserted against and incurred by him or her
in respect of such service, whether or not the Company would have
the power to indemnify him or her against such liability by law
or under the provisions of this section. The provisions of this
section shall be applicable to persons who have ceased to be
Directors, officers, agents, and employees and shall inure to the
benefit of the heirs, executors, and administrators of persons
entitled to indemnity hereunder.
Indemnification under this section shall include the
right to be paid expenses incurred in advance of the final
disposition of any action, suit or proceeding for which indem-
nification is provided, upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it
ultimately shall be determined that he or she is not entitled to
be indemnified by the Company. The indemnification rights
granted herein are not intended to be exclusive of any other
rights to which those seeking indemnification may be entitled and
the Company may enter into contractual agreements with any
Director, officer, agent or employee to provide such individual
with indemnification rights as set forth in such agreement or
agreements, which rights shall be in addition to the rights set
forth in this section.
The provisions of this section shall be applicable to
actions, suits or proceedings commenced after the adoption
hereof, whether arising from acts or omissions occurring before
or after the adoption hereof.
ARTICLE V
STANDING COMMITTEES
Section 5.01 The Board of Directors shall have
authority to appoint an Executive Committee, a Finance Committee,
an Audit Committee, and such other committees as it deems ad-
visable, each to consist of two (2) or more Directors, and from
time to time to define the duties and fix the number of members
of each committee. In the absence or disqualification of any
member of any such committee, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not con-stituting a quorum, may unanimously appoint another
Director or Directors to act at the meeting in the place of any
such absent or disqualified member or members.
ARTICLE VI
OFFICERS
Section 6.01 The officers of the Company shall be
chosen by the Board of Directors and shall be a Chairman, a
President, a Secretary, and a Treasurer. The Board of Directors
may also choose such Vice Presidents, including one (1) or more
Executive Vice Presidents and Senior Vice Presidents, and one (1)
or more Assistant Secretaries and Assistant Treasurers as it may
determine.
Section 6.02 The Board of Directors shall, at the
first meeting of the Board after its election, elect the prin-
cipal officers of the Company, and may elect additional officers
at that or any subsequent meeting. All officers elected by the
Board of Directors shall hold office at the pleasure of the
Board.
Section 6.03 At the discretion of the Board of
Directors, any two (2) of the offices mentioned in Section 6.01
hereof may be held by the same person except the offices of
Chairman and President; Chairman and Secretary; and President and
Secretary.
Section 6.04 The salaries of all officers of the
Company, other than Assistant Secretaries and Assistant Treasur-
ers, shall be fixed by the Board of Directors.
Section 6.05 The officers of the Company shall hold
office until the next annual meeting of the Board and until their
successors are chosen and qualify in their stead or until their
earlier resignation or removal. Any officer or agent may be
removed by the Board of Directors whenever in its judgment the
best interests of the Company will be served thereby. Such
removal, however, shall be without prejudice to the contract
rights of the person so removed. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.
CHAIRMAN
Section 6.06 The Chairman shall be the Chief Execu-
tive Officer of the Company; shall preside at all meetings of the
share-holders and at all meetings of the Board of Directors;
shall have general and active management of the business of the
Company; and shall see that all orders and resolutions of the
Board of Directors are carried into effect.
PRESIDENT
Section 6.07 At the request of the Chairman, or in
his absence or disability, the President shall have and exercise
all the powers and authority of the Chairman.
In addition to any specific powers conferred upon the
President by these By-Laws, he shall have and exercise such
further powers and duties as from time to time may be conferred
upon or assigned to him by the Board of Directors or the Chair-
man.
SECRETARY
Section 6.08 The Secretary shall attend all meetings
of the shareholders and Board of Directors; shall record all
votes and the minutes of all proceedings in a book to be kept for
that purpose; and shall perform like duties for all committees of
the Board, if so designated by the Board. The Secretary shall
keep in safe custody the seal of the Company and when authorized
by the Board of Directors, affix the seal of the Company to any
instrument requiring it and, when so affixed, it shall be at-
tested by the signature of the Secretary or by the signature of
the Treasurer or an Assistant Secretary. The Secretary shall
have custody of all contracts, leases, assignments, and all other
valuable instruments unless the Board of Directors or the Presi-
dent shall otherwise direct. The Secretary shall give, or cause
to be given, notice of all annual meetings of the shareholders
and any other meetings of the shareholders and, when required,
notice of the meetings of the Board of Directors; and, in gen-
eral, shall perform all duties incident to the office of a
secretary of a corporation, and such other duties as may be
prescribed by the Board of Directors, the Chairman, or the
President.
Section 6.09 The Board of Directors may elect one (1)
or more Assistant Secretaries who shall perform the duties of the
Secretary in the event of the Secretary's absence or inability to
act, as well as such other duties as the Board of Directors, the
Chairman, the President, or the Secretary may from time to time
designate.
TREASURER
Section 6.10 The Treasurer shall have charge of all
moneys and securities belonging to the Company subject to the
direction and control of the Board of Directors. The Treasurer
shall deposit all moneys received by the Company in the name and
to the credit of the Company in such bank or other place or
places of deposit as the Board of Directors shall designate; and
for that purpose the Treasurer shall have power to endorse for
collection or payment all checks or other negotiable instruments
drawn payable to the Treasurer's order or to the order of the
Company. The Treasurer shall disburse the moneys of the Company
upon properly drawn checks which shall bear the signature of the
Treasurer or of any Assistant Treasurer or of the Cashier (who
shall be appointed by the Assistant Treasurer with the approval
of the Treasurer). All checks shall be covered by vouchers which
shall be certified by the Controller or the Auditor of Disburse-
ments or such other employee of the Company (other than the
Cashier) as may be designated by the Treasurer from time to time.
The Treasurer may create, from time to time, such special imprest
funds as may, in the Treasurer's discretion, be deemed advisable
and necessary, and may open accounts with such bank or banks as
may be deemed advisable for the deposit therein of such special
imprest funds, and may authorize disbursements therefrom by
checks drawn against such accounts by the Treasurer, any Assis-
tant Treasurer, or such other employee of the Company as may be
designated by the Treasurer from time to time. The Treasurer
shall perform such other duties as may be assigned from time to
time by the Board of Directors, the Chairman, or the President.
Section 6.11 No notes or similar obligations shall be
made except jointly by the Chairman, the President or an Execu-
tive Vice President and a Senior Vice President or the Treasurer
or an Assistant Treasurer, except as otherwise authorized by the
Board of Directors.
Section 6.12 The Board of Directors may elect one (1)
or more Assistant Treasurers who shall perform the duties of the
Treasurer in the event of the Treasurer's absence or inability to
act, as well as such other duties as the Board of Directors, the
Chairman, the President, or the Treasurer may from time to time
designate.
VICE PRESIDENTS
Section 6.13 Vice Presidents shall perform such
duties as may be assigned to them from time to time by the Board
of Directors, the Chairman or the President as their positions
are established or changed. During the absence or inability of
the Chairman or the President to serve, an Executive Vice Presi-
dent or Senior Vice President so designated by the Board of
Directors shall have all the powers and perform the duties of the
President.
GENERAL
Section 6.14 Fidelity bond coverage shall be obtained
on such officers and employees of the Company, and of such type
and in such amounts as may, in the discretion of the Board of
Directors, be deemed proper and advisable.
ARTICLE VII
CERTIFICATES OF STOCK
Section 7.01 The shares of the capital stock of the
Company shall be represented by certificates of stock signed by
the Chairman, the President or a Vice President, and counter-
signed by the Secretary or an Assistant Secretary or the Treasur-
er or an Assistant Treasurer, and sealed with the corporate seal
of the Company. Said certificates shall be in such form as the
Board of Directors may from time to time prescribe. The Board of
Directors may from time to time appoint an incorporated company
or companies to act as Transfer Agent and Registrar of the stock
certificates of the Company, and in the case of the appointment
of such Transfer Agent, the officers of the Company shall sign
and seal stock certificates in blank and place them with the
transfer books in the custody and control of such Transfer Agent.
If any stock cer-tificate is signed by a Transfer Agent or
Registrar, the signature of any such officer and the corporate
seal upon any such certificate may be a facsimile, engraved or
printed.
Section 7.02 New certificates for shares of stock may
be issued to replace certificates lost, stolen, destroyed or
mutilated upon such terms and conditions as the Board may from
time to time determine.
ARTICLE VIII
AMENDMENTS
Section 8.01 (a) The Board of Directors may make,
amend, and repeal the By-Laws with respect to those matters which
are not, by statute, reserved exclusively to the shareholders,
subject always to the power of the shareholders to change such
action as provided herein. No By-Law may be made, amended or
repealed by the shareholders unless such action is approved by
the affirmative vote of the holders of not less than eighty
percent (80%) of the voting power of the then outstanding shares
of capital stock of the Company entitled to vote in an annual
election of Directors, voting together as a single class, unless
such action has been previously approved by a two-thirds vote of
the whole Board of Directors, in which event (unless otherwise
expressly provided in the Articles or the By-Laws) the affirma-
tive vote of not less than a majority of the votes which all
shareholders are entitled to cast thereupon shall be required.
(b) Unless otherwise provided by a By-Law, by the
Restated Articles or by law, any By-Law may be amended, altered
or repealed, and new By-Laws may be adopted, by vote of a majori-
ty of the Directors present at any regular or special meeting
duly convened, but only if notice of the specific sections to be
amended, altered, repealed or added is included in the notice of
meeting. No provision of the By-Laws shall vest any property or
contract right in any shareholder.
ARTICLE IX
PENNSYLVANIA CORPORATION LAW
Section 9.01 Subchapter G--Control Share Acquisi-
tions--and Subchapter H--Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control--of Title 15,
Chapter 25, of the Pennsylvania Consolidated Statutes, shall not
be applicable to the Company.
(Amended through December 17, 1993)