EQUITABLE RESOURCES, INC. Exhibit 3.02
BY-LAWS
(Amended through December 16, 1994)
EFFECTIVE JANUARY 1, 1995
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
Pennsylvania, 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 President of the Company shall preside and the
Secretary shall take the minutes at all meetings of the
shareholders. In the absence of the President, the Chairman
of the Executive Committee 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 organized 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 execution 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 President, 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 or the President.
Section 2.02 The Company shall have a corporate
seal which shall contain within a circle the following words:
"Equitable 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
calendar 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 dividend 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
Directors 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
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 President, or the Chairman of the
Executive Committee in the absence of 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 Directors 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
accordance with the following procedures shall be eligible
for election as directors. Nomination for election to the
Board of Directors of the Company at a meeting of share-
holders 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 disclosure 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 shareholder. 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 defective 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
employees 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
indemnification 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 advisable, 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 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
principal 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 President and Secretary.
Section 6.04 The salaries of all officers of the
Company, other than Assistant Secretaries and Assistant
Treasurers, 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.
PRESIDENT
Section 6.06 The President shall be the Chief
Executive Officer of the Company; shall preside at all
meetings of the shareholders 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. 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.
SECRETARY
Section 6.07 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 attested 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 President
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 general, 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 or the
President.
Section 6.08 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 President, or the Secretary may
from time to time designate.
TREASURER
Section 6.09 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
Disbursements 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 Assistant 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 President or the Chief Financial
Officer.
Section 6.10 No notes or similar obligations
shall be made except jointly by the President or the Chief
Financial Officer and the Treasurer or an Assistant
Treasurer, except as otherwise authorized by the Board of
Directors.
Section 6.11 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 President, the Chief Financial Officer or
the Treasurer may from time to time designate.
VICE PRESIDENTS
Section 6.12 Vice Presidents shall perform such
duties as may be assigned to them from time to time by the
Board of Directors or the President as their positions are
established or changed. During the absence or inability of
the President to serve, an Executive Vice President 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 6.13 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 President or a Vice President, and
countersigned by the Secretary or an Assistant Secretary or
the Treasurer 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 certificate 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
affirmative 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 majority 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 16, 1994)
(Effective January 1, 1995)