[EXHIBIT 3b TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Amended and effective 11/9/93
BY-LAWS
of
COLONIAL GAS COMPANY
ARTICLE I
SEAL AND FISCAL YEAR
The seal shall be circular in form with the name of the
corporation around the periphery and words and figures
"Incorporated 1849" within. The fiscal year shall commence
on January 1 of each year.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place. Meetings of the stockholders shall
be held at the principal office of the corporation in
Massachusetts or at such other place as may be named in the
call.
SECTION 2. Annual Meetings. The annual meeting of
the stockholders shall be held after the close of each
fiscal year on the third Wednesday of April if not a legal
holiday and, if a legal holiday, then on the next preceding
Wednesday not a legal holiday, or on such other date within
six months after the close of the fiscal year as the
Directors or an officer designated by the Directors shall
determine, and at such hour as may be named in the call. In
the event the annual meeting is not held on such date, a
special meeting in lieu of the annual meeting may be held
with all the force and effect of an annual meeting.
SECTION 3. Special Meetings. Special meetings of the
stockholders may be called by the chairman of the board of
directors, the president, a vice president or by the
directors, and shall be called by the clerk, or by any other
officer, upon written application of one or more
stockholders who hold at least 40% in interest of the
capital stock entitled to vote thereat.
SECTION 4. Notice. A written notice of the date,
place and hour of all meetings of stockholders stating the
purposes of the meeting shall be given by the clerk or an
assistant clerk (or by any other officer who is entitled to
call such a meeting) at least seven (7) days before the
meeting to each stockholder entitled to vote thereat and to
each stockholder who is entitled to such notice, by leaving
such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed
to such stockholder at his address as it appears in the
records of the corporation. Notwithstanding the foregoing,
in the case of any special meeting called upon the written
application of stockholders, such meeting shall be called
not less than sixty (60) days nor more than ninety (90) days
after such application is received by the corporation and
written notice thereof shall be given in accordance with the
preceding sentence at least twenty (20) days before the
meeting.
SECTION 5. Quorum. A majority in interest of all the
capital stock issued, outstanding and entitled to vote at a
meeting shall constitute a quorum, but a smaller number may
adjourn from time to time without further notice until a
quorum is secured.
SECTION 6. Voting. Stockholders entitled to vote
shall have one vote for each share of stock owned by them,
provided that the corporation shall not directly or
indirectly vote any share of its own stock. Stockholders
may vote in person or by proxy. Any elections of directors
by stockholders shall be by ballot if so requested by any
stockholder entitled to vote thereon. When a quorum is
present at any meeting, a majority in interest of the
capital stock represented thereat shall decide any question
brought before such meeting, unless the question is one upon
which by express provision of law or of the charter or of
these by-laws a larger or different vote is required, in
which case such express provision shall govern and control
the decision of such question.
SECTION 7. Action by Consent. Any action required or
permitted to be taken at any meeting of the stockholders may
be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action in writing and the
written consents are filed with the records of the meetings
of stockholders. Such consents shall be treated for all
purposes as a vote at a meeting.
SECTION 8. Notification of Proposed Business. At any
meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the
meeting. To be brought properly before a meeting of
stockholders, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction
of the Board, or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other
applicable requirements for business to be brought properly
before a meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Clerk of the
corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal
executive offices of the corporation not less than sixty
(60) days nor more than ninety (90) days prior to the
meeting; provided, however, that (except as to an annual
meeting held on the date specified in these by-laws, such
date not having been changed since the last annual meeting),
if less than seventy (70) days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th
day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.
A stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the
meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of
shares of the corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the
stockholder in such business. Nothwithstanding anything in
the by-laws to the contrary, no business shall be conducted
at any meeting of stockholders except in accordance with the
procedures set forth in this section. The chairman of the
meeting may determine whether any business was properly
brought before the meeting in accordance with the provisions
of this section, and any such business not properly brought
before the meeting shall not be transacted.
ARTICLE III
OFFICERS AND DIRECTORS
SECTION 1. Enumeration. The corporation shall have a
board of not less than three nor more than fifteen
directors, except that whenever there shall be fewer than
three stockholders, the number of directors may be less than
three but in no event less than the number of stockholders.
The number of directors shall be fixed from time to time by
a majority of the members of the board of directors then in
office, and may be enlarged at any time (within the limits
above specified) by a majority of the members of the board
of directors then in office. The officers of the
corporation shall be a chairman of the board of directors, a
president, one or more vice presidents, a treasurer, a clerk
and such other officers as the directors may from time to
time appoint.
SECTION 2. Qualification. Directors and officers
need not be stockholders. The chairman of the board of
directors and the president shall be members of the board of
directors. Two or more offices may be held by the same
person. The clerk shall be a resident of Massachusetts
unless a resident agent shall have been appointed in the
manner set forth in the Massachusetts Business Corporation
Law.
SECTION 3. Election. The directors shall be elected
in the manner provided by the Restated Articles of
Organization as in effect from time to time. The directors
at their annual meeting in each year shall elect a chairman
of the board of directors, a president, one or more vice
presidents, a treasurer and a clerk, and may at any time
elect such officers as they shall determine. Except as
hereinafter provided, the president, the vice presidents,
the treasurer and the clerk shall hold office until the date
fixed in these by-laws for the next annual meeting of
stockholders and until their respective successors are
elected and qualified. Other officers shall serve at the
pleasure of the directors.
SECTION 4. Removal. Directors may be removed from
office at any time for cause by vote of a majority of the
directors then in office. No director of the corporation
shall be removed from his office as a director without cause
unless such removal is approved by the holders of at least
eighty percent of the shares of all classes of stock of the
corporation entitled to vote for the election of directors,
considered for purposes of this provision as a single class.
Officers elected or appointed by the directors may be
removed from their respective offices without cause by vote
of a majority of the directors then in office. A director
or officer may be removed for cause only after a reasonable
notice and opportunity to be heard before the body proposing
to remove him.
SECTION 5. Resignation. Resignations by officers or
directors shall be given in writing to the chairman of the
board of directors, the president, treasurer, clerk or
directors. Any member of any committee may resign by giving
written notice either as aforesaid or to the committee of
which he is a member or the chairman.
SECTION 6. Vacancies. Continuing directors may act
despite a vacancy in the board and shall for this purpose be
deemed to constitute the full board. Vacancies in the board
of directors shall be filled only in the manner provided by
the Restated Articles of Organization as in effect from time
to time. Vacancies in any other office may be filled by the
directors.
SECTION 7. Approval of Changes. No change in
Sections 1, 3, 4 or 6 of this Article III may be made unless
approved by the holders of at least eighty percent of the
shares of stock of the corporation then entitled to vote for
the election of directors.
SECTION 8. Notification of Nominations. Subject to
the rights of holders of any class or series of stock having
a preference over the common stock as to dividends or upon
liquidation to elect Directors under specified
circumstances, nominations for the election of Directors may
be made by the Board of Directors or a committee appointed
by the Board of Directors or by any stockholder entitled to
vote in the election of Directors generally. However, any
stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as
Directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations
has been timely given to the Clerk of the corporation. To
be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of
the corporation not less than sixty (60) days nor more than
ninety (90) days prior to the meeting; provided, however,
that (except as to an annual meeting held on the date
specified in these by-laws, such date not having been
changed since the last annual meeting), if less than seventy
(70) days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than
the close of business on the 10th day following the day on
which such notice of the date of the meeting was mailed or
such public disclosure was made. Each such notice shall set
forth (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons
to be nominated, (b) a representation that the stockholder
is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons
specified in the notice, (c) a description of all
arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder, (d) such
other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, and (e) the consent of
each nominee to serve as a Director of the corporation if so
elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
ARTICLE IV
POWERS AND DUTIES OF DIRECTORS AND OFFICERS
SECTION 1. Directors. The business of the
corporation shall be managed by the directors, who may
exercise all such powers of the corporation as are not by
law, by the articles of organization or by the by-laws
required to be otherwise exercised. The directors may from
time to time to the extent permitted by law delegate any of
their powers to committees, officers, attorneys or agents of
the corporation, subject to such limitations as the
directors may impose. The directors shall have power to
determine what constitutes net earnings, profits and
surplus, respectively, what amount shall be reserved for
working capital and for any other purposes, and what amount
shall be declared as dividends, and such determination by
the directors shall be final and conclusive.
SECTION 2. Fees of Directors and Others. The board
of directors shall have power to fix and determine the fee
or fees to be paid members of the board of directors or of
any committee appointed by the directors or stockholders for
attendance at meetings of said directors or committees. Any
fees so fixed and determined by the board of directors shall
be subject to revision or amendment by the stockholders.
SECTION 3. Executive and Other Committees. The board
of directors may elect from their number an executive
committee of not less than three nor more than seven
members, which committee shall, when the board of directors
is not in session, have and exercise any or all of the
powers of the board of directors in the management of the
business and affairs of the corporation except as prohibited
by law and have power to authorize the seal of the
corporation to be affixed to all papers which may require
it. The executive committee shall report its action to the
board of directors. The executive committee may make rules
for notice, holding and conduct of the meetings and the
keeping of the records thereof.
The board of directors likewise may appoint from their
number or from the stockholders other committees from time
to time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the
board of directors.
SECTION 4. Chairman of the Board. The chairman of
the board of directors shall be the senior officer of the
corporation. He shall preside over all meetings of the
stockholders and directors; he shall direct the policy of
the corporation; he shall have primary control of methods
and amounts of capital financing, and may define and
prescribe the duties of each officer or employee of the
corporation which are not fully prescribed by these by-laws
or by the resolutions of the board of directors. The board
of directors may permit a vacancy to exist in the office of
chairman of the board, in which event the duties and rights
herein prescribed for such chairman shall vest in the
president.
SECTION 5. President. The president shall be the
chief executive officer of the corporation and as such shall
have immediate supervision, direction and control of its
business and affairs, subject to the chairman of the board
of directors and, where specifically defined, to the board
of directors. In the absence of the chairman of the board
of directors, he shall preside at all meetings of the
directors and of the stockholders at which he is present,
and, in general, perform the functions of the chairman of
the board of directors in the latter's absence.
SECTION 6. Vice Presidents. Any vice president,
except as especially limited by vote of the board of
directors, shall perform the duties and have the powers of
the president during the absence or disability of the
president and shall have the power to sign all certificates
of stock, bonds, deeds and contracts of the corporation. He
shall perform such other duties and have such other powers
as the board of directors shall designate from time to time.
SECTION 7. Treasurer. The treasurer, subject to the
order of the board of directors, shall have the care and
custody of the money, funds, valuable papers and documents,
of the corporation (other than his own bond which shall be
in the custody of the president) and shall have and
exercise, under the supervision of the board of directors,
all the powers and duties commonly incident to his office,
and shall give bond in such form and with such sureties as
shall be required by the board of directors. He shall
deposit all funds of the corporation in such bank or banks,
trust company or trust companies or with such firm or firms
doing a banking business as the directors shall designate,
and shall have power to borrow in accordance with
authorizations of the board of directors given from time to
time, monies for the corporate needs of the company and to
cause to be issued as evidence thereof notes of the company.
He may endorse for deposit or collection all checks, notes,
etc., payble to the corporation or its order, may accept
drafts on behalf of the corporation and, together with the
president or a vice president, may sign certificates of
stock. He shall keep accurate books of account and records
of the corporation's transactions resulting from the
performance of his duties except where such books and/or
records are kept by some other person or persons pursuant to
instructions of the board of directors, all of which books
and records shall be the property of the corporation, and,
together with all its property in his possession, shall be
subject at all times to the inspection and control of the
board of directors. The treasurer shall hold his office
during the pleasure of the board of directors, and shall be
subject in every way to its orders.
All checks, drafts, notes or other instruments or
obligations for the payment of money shall be signed by the
president or treasurer or such other person as the board of
directors may from time to time designate. With the
exception of certificates of stock, bonds, and other
instruments that specifically require counter signature or
registration as the condition to their validity, such
checks, drafts, notes or other obligations need not be
countersigned or registered as a condition to their validity
by any other officer or person. Checks for the total amount
of any payroll may be drawn, in accordance with the
foregoing provisions and deposited in a special fund.
Checks upon this fund may be drawn by such person or persons
as the treasurer shall designate and need not be
countersigned.
The directors may appoint one or more assistant
treasurers with such powers and duties, including the powers
and duties of the treasurer as herein stated, as the
directors shall determine.
SECTION 8. Clerk. The clerk shall record all
proceedings of the stockholders, the directors and the
executive committee in a book or books to be kept therefor
and shall have custody of the seal of the corporation. In
his absence, an assistant clerk or a clerk pro tempore shall
perform his duties.
SECTION 9. Other Officers. Other officers shall have
such powers as may be designated from time to time by the
directors.
ARTICLE V
MEETINGS OF THE DIRECTORS
SECTION 1. Regular Meetings. Regular meetings may be
held at such times and places within or without the
Commonwealth of Massachusetts as the directors may fix. An
annual meeting shall be held in each year immediately after
and at the place of the meeting at which the board is
elected.
SECTION 2. Special Meetings. Special meetings may be
held at such times and places within or without the
Commonwealth of Massachusetts as may be determined by the
president, a vice president, the clerk, an assistant clerk
or three or more directors.
SECTION 3. Notice. No notice need be given for a
regular or annual meeting. Notice of special meetings,
stating the time and place thereof, shall be given by
mailing the same to each director or by delivering the same
to him personally or by telephoning or telegraphing the same
to him at his residence or business address at least one day
before the meeting unless, in case of exigency, the chairman
of the board of directors or the president shall prescribe a
shorter notice to be given personally or by telephoning or
telegraphing each director at his residence or business
address. A notice or waiver of notice need not specify the
purpose of any special meeting. Notice of a meeting need
not be given to any director, if a written waiver of notice,
executed by him before or after the meeting, is filed with
the records of the meeting, or to any director who attends
the meeting without protesting prior thereto or at its
commencement the lack of notice to him.
SECTION 4. Quorum. Three of the directors then in
office shall constitute a quorum, but a smaller number may
adjourn finally or from time to time without further notice
until a quorum is secured. If a quorum is present, a
majority of the directors present may take any action on
behalf of the board except to the extent that a larger
number is required by law or the articles of organization or
these by-laws.
SECTION 5. Action by Consent. Any action required or
permitted to be taken at any meeting of the directors may be
taken without a meeting if all the directors consent to the
action in writing and the written consents are filed with
the records of the meetings of directors. Such consents
shall be treated for all purposes as a vote at a meeting.
ARTICLE VI
CERTIFICATE OF STOCK
Every stockholder shall be entitled to a certificate
or certificates of the capital stock of the corporation in
such form as may be prescribed by the board of directors,
duly numbered and sealed with the corporate seal of the
corporation and setting forth the number and the class and
the designation of the series, if any, of shares to which
such stockholder is entitled. Such certificates shall be
signed by the president or a vice president and by the
treasurer or an assistant treasurer; except as otherwise
provided by law such signatures may be facsimile. The board
of directors may also appoint one or more transfer agents
and/or registrars for its stock of any class or classes and
may require stock certificates to be countersigned and/or
registered by one or more of such transfer agents and/or
registrars.
ARTICLE VII
STOCK AND TRANSFER BOOKS
The corporation shall keep in the Commonwealth of
Massachusetts at its principal office (or at an office of
its transfer agent or of its clerk or of its resident agent)
stock and transfer records, which shall contain the names of
all stockholders and the record address and the amount of
stock held by each. The corporation for all purposes may
conclusively presume that the registered holder of a stock
certificate is the absolute owner of the shares represented
thereby and that his record address is his proper address.
It shall be the duty of every stockholder to notify the
corporation of a change in his post office address. The
directors may fix in advance a time, which shall not be more
than sixty days before the date of any meeting of
stockholders or the date for the payment of any dividend or
the making of any distribution to stockholders or the last
day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice
of and to vote at such meeting and any adjournment thereof
or the right to receive such dividend or distribution or the
right to give such consent or dissent, and in such case only
stockholders of record on such record date shall have such
right, notwithstanding any transfer of stock on the books of
the corporation after the record date; or without fixing
such record date the directors may for any of such purposes
close the transfer books for all or any part of such period.
If no record date is fixed and the transfer books are
not closed:
(1) The record date for determining stockholders
having the right to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given.
(2) The record date for determining stockholders for
any other purpose shall be at the close of business on the
day on which the board of directors acts with respect
thereto.
ARTICLE VIII
TRANSFER OF STOCK
Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing
on the back of the certificate or by a written power of
attorney to sell, assign and transfer the same on the books
of the corporation, signed by the person appearing by the
certificate to be the owner of the shares represented
thereby, and shall be transferable on the books of the
corporation upon surrender thereof so assigned or endorsed.
ARTICLE IX
LOSS OF CERTIFICATES
In case of the loss, mutiliation or destruction of a
certificate of stock, a duplicate certificate may be issued
upon such terms as the directors shall prescribe.
ARTICLE X
SIGNATURE OF CHECKS
All checks drawn on bank accounts of the corporation
may be signed on its behalf provided in these by-laws or as
otherwise authorized from time to time by the directors.
ARTICLE XI
AMENDMENT OF BY-LAWS
The board of directors may make, amend or repeal the
by-laws in whole or in part, except with respect to any
provision thereof which by law, the articles of organization
or these by-laws requires action by the stockholders. These
by-laws also may be amended by vote of the holders of a
majority of the shares outstanding and entitled to vote.
ARTICLE XII
EMPLOYMENT CONTRACTS
The corporation may enter into employment contracts
authorized by the directors, and the provisions of such
contracts shall be valid in accordance with their terms
despite any inconsistent provision of these by-laws relating
to terms of officers and removal of officers with or without
cause.
ARTICLE XIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally
permissible, indemnify each person who may serve or who has
served at any time as a director or officer of the
corporation or of any of its subsidiaries, or who at the
request of the corporation may serve or at any time has
served as a director, officer or trustee of, or in a similar
capacity with, another organization or an employee benefit
plan, against all expenses and liabilities (including
counsel fees, judgments, fines, excise taxes, penalties and
amounts payable in settlements) reasonably incurred by or
imposed upon such person in connection with any threatened,
pending or completed action, suit or other proceeding,
whether civil, criminal, administrative or investigative, in
which he may become involved by reason of his serving or
having served in such capacity (other than a proceeding
voluntarily initiated by such person unless he is successful
on the merits, the proceeding was authorized by the
corporation or the proceeding seeks a declaratory judgment
regarding his own conduct); provided that no indemnification
shall be provided for any such person with respect to any
matter as to which he shall have been finally adjudicated in
any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests
of the corporation or, to the extent such matter relates to
service with respect to any employee benefit plan, in the
best interests of the participants or beneficiaries of such
employee benefit plan; and provided, further, that as to any
matter disposed of by a compromise payment by such person,
pursuant to a consent decree or otherwise, the payment and
indemnification thereof have been approved by the
corporation, which approval shall not unreasonably be
withheld, or by a court of competent jurisdiction. Such
indemnification shall include payment by the corporation of
expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such
action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this
article, which undertaking may be accepted without regard to
the financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose
duties include service or responsibilities as a fiduciary
with respect to a subsidiary or other organization shall be
deemed to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation
if he acted in good faith in the reasonable belief that his
action was in the best interests of such subsidiary or
organization or of the participants or beneficiaries of, or
other persons with interests in, such subsidiary or
organization to whom he had a fiduciary duty.
Where indemnification hereunder requires authorization
or approval by the corporation, such authorization or
approval shall be conclusively deemed to have been obtained,
and in any case where a director of the corporation approves
the payment of indemnification, such director shall be
wholly protected, if:
(i) the payment has been approved or ratified (1) by
a majority vote of a quorum of the directors consisting of
persons who are not at that time parties to the proceeding,
(2) by a majority vote of a committee of two or more
directors who are not at that time parties to the proceeding
and are selected for this purpose by the full board (in
which selection directors who are parties may participate),
or (3) by a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall
consist of stockholders who are not at that time parties to
the proceeding; or
(ii) the action is taken in reliance upon the opinion
of independent legal counsel (who may be counsel to the
corporation) appointed for the purpose by vote of the
directors or in the manner specified in clauses (1), (2) or
(3) of subparagraph (i); or
(iii) the payment is approved by a court of competent
jurisdiction; or
(iv) the directors have otherwise acted in accordance
with the standard of conduct set forth in the Massachusetts
Business Corporation Law.
Any indemnification or advance of expenses under this
article shall be paid promptly, and in any event within 30
days, after the receipt by the corporation of a written
request therefor from the person to be indemnified, unless
with respect to a claim for indemnification the corporation
shall have determined that the person is not entitled to
indemnification. If the corporation denies the request or
if payment is not made within such 30 day period, the person
seeking to be indemnified may at any time thereafter seek to
enforce his rights hereunder in a court of competent
jurisdiction and, if successful in whole or in part, he
shall be entitled also to indemnification for the expenses
of prosecuting such action. Unless otherwise provided by
law, the burden of proving that the person is not entitled
to indemnification shall be on the corporation.
The right of indemnification under this article shall
be a contract right inuring to the benefit of the directors,
officers and other persons entitled to be indemnified
hereunder and no amendment or repeal of this article shall
adversely affect any right of such director, officer or
other person existing at the time of such amendment or
repeal.
The indemnification provided hereunder shall inure to
the benefit of the heirs, executors and administrators of a
director, officer or other person entitled to
indemnification hereunder. The indemnification provided
hereunder may, to the extent authorized by the corporation,
apply to the directors, officers and other persons
associated with constituent corporations that have been
merged into or consolidated with the corporation who would
have been entitled to indemnification hereunder had they
served in such capacity with or at the request of the
corporation.
The right of indemnification under this article shall
be in addition to and not exclusive of all other rights to
which such director or officer or other person may be
entitled. Nothing contained in this article shall affect
any rights to indemnification to which employees or agents
of the corporation other than directors and officers and
other persons entitled to indemnification hereunder may be
entitled by contract or otherwise under law.
ARTICLE XIV
SHAREHOLDING, OFFICE HOLDING AND DEALINGS
BY DIRECTORS AND OFFICERS
No contract or other transaction of this corporation
with any other person, corporation, association, or
partnership shall be affected or invalidated by the fact
that (i) this corporation is a stockholder in such other
corporation, association or partnership; or (ii) any one or
more of the officers or directors of this corporation is an
officer, director or partner of such other corporation,
association or partnership, or (iii) any officer or director
of this corporation, individually or jointly with others, is
a party to or is interested in such contract or transaction.
Any director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
board of directors for the purpose of authorizing or
ratifying any such contract or transaction, and may vote
thereon, with like force and effect as if he were not so
interested or were not an officer, director or partner of
such other corporation, association or partnership.
ARTICLE XV
CONTROL SHARE ACQUISITIONS
SECTION 1. Application of Statute. The provisions of
chapter 110D of the Massachusetts General Laws, Regulation
of Control Share Acquisitions, shall not apply to control
share acquisitions of this corporation.
SECTION 2. Right to Redeem Control Shares. If the
provisions of chapter 110D of the Massachusetts General
Laws, Regulation of Control Share Acquisitions, shall at any
time apply to control share acquisitions of the corporation,
the corporation shall be authorized to redeem, at its option
but without requiring the agreement of the person who has
made a control share acquisition, all but not less than all
shares acquired in such control share acquisition under the
circumstances and pursuant to the provisions set forth in
section 6 of said chapter 110D, as amended from time to
time.
Definitions
The term "articles of organization" as used in these
by-laws shall have the same meaning as the term "articles of
organization" in section 1 of chapter 164 of the
Massachusetts General Laws.
[END OF EXHIBIT 10b TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]