Effective November 26, 1999
Exhibit 3(ii)f
BY-LAWS
OF
ENTERGY MISSISSIPPI, INC.
ARTICLE I.
OFFICES
The principal business office of the Corporation shall be
in Jackson, Mississippi, or in such other location as designated
by the Board of Directors. The Corporation may also have offices
at such other places as the Board of Directors may from time to
time designate or the business of the Corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. Meetings of stockholders,
whether annual or special, shall be held at a location fixed by
the Board of Directors or by the stockholders.
SECTION 2. Annual Meeting. The annual meeting of
stockholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall
be held on such date and at such time of day as shall have been
fixed by the Board of Directors or by the stockholders.
SECTION 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of (i) a
majority of the entire Board of Directors, (ii) the Chairman of
the Board, (iii) the person, if any, designated by the Board of
Directors as the Chief Executive Officer, or (iv) the holders of
not less than a majority of the outstanding stock entitled to
vote at the special meeting.
SECTION 4. Organization. The Chief Executive Officer or,
in his absence, a person appointed by him or, in default of such
appointment, the officer next in seniority of position (as
determined by the Secretary or, in the Secretary's absence, the
Assistant Secretary), shall call meetings of the stockholders to
order and shall act as chairman thereof. The Secretary of the
Corporation, if present, shall act as secretary of all meetings
of stockholders, and, in his absence, the presiding officer may
appoint a secretary.
SECTION 5. Action by Consent. Any action required or
permitted to be taken at any meeting of the stockholders, whether
annual or special, may be taken without a meeting, if prior to
such action a written consent thereto is signed by a sufficient
percentage of shareholders to satisfy the minimum requirements of
state law.
ARTICLE III.
DIRECTORS
SECTION 1. General Powers. The property, affairs and
business of the Corporation shall be managed by the Board of
Directors.
SECTION 2. Term of Office. The term of office of each
Director shall be until the next annual meeting of stockholders
and until his or her successor is duly elected and qualified or
until the earlier death, resignation or removal of such Director.
SECTION 3. Number of Directors. The number of Directors
which shall constitute the whole Board of Directors shall be not
more than fifteen (15) nor less than three (3), with the exact
number at any given time to be fixed by a resolution of the Board
of Directors or by the stockholders.
SECTION 4. Meetings; Notice. Meetings of the Board of
Directors shall be held at such place as may from time to time be
fixed by resolution of the Board or by the Chairman of the Board,
the Vice Chairman, the President or a Vice President and as may
be specified in the notice or waiver of notice of any meeting.
Notice may be written, electronic or oral and may be given at any
time prior to the meeting. Notice may be waived by a Director
either prior to or following a meeting. Directors present at a
meeting shall be deemed to have waived notice thereof. Meetings
of the Board of Directors, or any committee thereof, may be held
by means of a video conference, a telephone conference or similar
communications equipment.
SECTION 5. Quorum. A majority of the Board of Directors
shall be necessary to constitute a quorum for the transaction of
business, and the act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors. If a quorum is present when the meeting is
convened, the Directors present may continue to conduct the
business of the meeting, taking action by vote of a majority of a
quorum as fixed above, until adjournment, notwithstanding the
withdrawal of enough Directors to leave less than a quorum as
fixed above, or the refusal of any Director present to vote.
SECTION 6. Action By Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if, prior
to such action, a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes
of proceedings of the Board of Directors or such committee, as
the case may be.
SECTION 7. Advisory Directors. The stockholders or the
Board of Directors may elect one or more Advisory Directors of
the Corporation. Advisory Directors may be called upon
individually or as a group by the Board of Directors or Officers
of the Corporation to give advice and counsel to the Corporation.
Advisory Directors shall receive from the Corporation such
remuneration as shall be fixed by the Board of Directors. Terms
of Advisory Directors shall expire on the day of the Annual
Meeting of the Corporation, provided, however, that Advisory
Directors shall serve at the pleasure of the Board of Directors
and may be removed at any time with or without cause by a vote of
the Board of Directors. For the purpose of Article IX
(Indemnification) of these By-Laws, Advisory Directors of the
Corporation shall enjoy the same rights and privileges as
Directors of the Corporation.
SECTION 8. Vacancies; Removal. Vacancies and newly
created directorships resulting from any increase in the
authorized number of Directors may be filled by the stockholders
or by the Board of Directors, and the Directors so chosen shall
hold office until the next annual election. The stockholders may
by majority vote remove any Director from his directorship,
whether cause shall be assigned for such removal or not.
ARTICLE IV.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
SECTION 1. Executive Committee. The Board of Directors
may, by resolution passed by a majority of the whole Board of
Directors, establish an Executive Committee of not less than two
or more than five members, to serve at the pleasure of the Board
of Directors, which Executive Committee shall consist of such
directors as the Board of Directors may from time to time
designate.
SECTION 2. Procedure. The Executive Committee shall meet
at the call of any of the members of the Executive Committee. A
majority of the members shall be necessary to constitute a quorum
and action shall be taken by a majority vote of those present.
SECTION 3. Powers and Reports. During the intervals
between the meetings of the Board of Directors, the Executive
Committee shall possess and may exercise, to the full extent
authorized by law, all the powers of the Board of Directors in
the management and direction of the business and affairs of the
Corporation. The taking of an action by the Executive Committee
shall be conclusive evidence that the Board of Directors was not
in session when such action was taken. The Executive Committee
shall keep regular minutes of its proceedings and all action by
the Executive Committee shall be reported to the Board of
Directors at its meeting next following the meeting of the
Executive Committee and shall be subject to revision or
alteration by the Board of Directors; provided, that no rights of
third parties shall be affected by such revision or alteration.
SECTION 4. Other Committees. From time to time the Board
of Directors, by the affirmative vote of a majority of the whole
Board of Directors, may appoint other committees for any purpose
or purposes, and such committees shall have such powers as shall
be conferred by the resolution of appointment; provided, however,
that no such committee shall be authorized to exercise the powers
of the Board of Directors. The quorum of any such committee so
appointed shall be a majority of the membership of that
committee.
ARTICLE V.
OFFICERS
SECTION 1. Required and Discretionary Officers. The Board
of Directors shall elect individuals to occupy at least three
executive offices: President, Secretary and Treasurer. In its
discretion, the Board of Directors may elect individuals to
occupy other executive offices, including Chief Executive
Officer, Chief Operating Officer, Vice President and such other
executive offices as the Board shall designate. Officers shall be
elected annually and shall hold office until their respective
successors shall have been duly elected and qualified, or until
such officer shall have died or resigned or shall have been
removed by majority vote of the whole Board of Directors. To the
extent permitted by law, individuals may occupy more than one
office.
SECTION 2. President. The President shall perform duties
incident to the office of the president of a corporation and such
other duties as from time to time may be assigned to him or her
by the Board of Directors, by the Executive Committee or, if the
Board has elected a Chief Executive Officer and if the Chief
Executive Officer is not the President, by the Chief Executive
Officer.
SECTION 3. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as from time to time
may be conferred upon or assigned to him or her by the Board of
Directors, the Executive Committee, the President or the Chief
Executive Officer.
SECTION 4. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of law and these By-
Laws; shall be custodian of the records and of the corporate seal
of the Corporation; shall see that the corporate seal is affixed
to all documents the execution of which under the seal is duly
authorized, and, when the seal is so affixed, he may attest the
same; and, in general, shall perform all duties incident to the
office of the secretary of a corporation, and such other duties
as from time to time may be assigned to the Secretary by the
Chief Executive Officer, the Chairman of the Board, the Vice
Chairman, the President, the Board of Directors or the Executive
Committee. The Secretary shall also keep, or cause to be kept, a
stock book, containing the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
addresses of record, the number of shares held by them
respectively, and the date when they respectively became the
owners of stock of the Corporation.
SECTION 5. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to
be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Treasurer, by an assistant Treasurer or by any other individual
designated by the Board of Directors. The Treasurer may endorse
for collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for payments
made to the Corporation singly or jointly with another person as
the Board of Directors may authorize; may sign checks of the
Corporation and pay out and dispose of the proceeds as the Board
of Directors may authorize; shall render or cause to be rendered
to the Chairman of the Board, the President and the Board of
Directors, whenever requested, an account of the financial
condition of the Corporation; and, in general, shall perform all
the duties incident to the office of a treasurer of a
corporation, and such other duties as from time to time may be
assigned to him by the Chairman of the Board, the Vice Chairman,
the President, the Board of Directors or the Executive Committee.
SECTION 6. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other officers as it may deem desirable. Each such officer shall
hold office for such period, have such authority and perform such
duties as the Board of Directors may prescribe. The Board of
Directors may, from time to time, authorize any officer to
appoint and remove such officers and to prescribe the powers and
duties thereof.
SECTION 7. Vacancies; Absences. Any vacancy in any of the
above offices may be filled by the Board of Directors at any
regular or special meeting. Except when the law requires the act
of a particular officer, the Board of Directors or the Executive
Committee, whenever necessary, may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the absent officer for the
time being, and such designated officer or employee shall have,
when so acting, all the powers herein given to such absent
officer.
SECTION 8. Resignations. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the Vice Chairman, the
President or the Secretary. Unless otherwise specified therein,
such resignation shall take effect upon written receipt thereof
by the Board of Directors or by such officer.
ARTICLE VI.
CAPITAL STOCK
SECTION 1. Stock Certificates. Every stockholder shall be
entitled to have a certificate certifying the number of shares
owned by him in the Corporation. Stock certificates shall be
signed by the Chairman of the Board, the Vice Chairman of the
Board, the President or a Vice President and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the Corporation.
Such seal may be facsimile, engraved or printed. Where such
certificate is signed (1) by a transfer agent or an assistant
transfer agent, other than the Corporation itself, or (2) by a
transfer clerk acting on behalf of the Corporation and a
registrar, the signature of the Chairman of the Board, the Vice
Chairman of the Board, the President, Vice President, Treasurer,
Secretary, Assistant Treasurer or Assistant Secretary may be
facsimile. In case any officer or officers who shall have signed,
or whose facsimile signature or signatures shall have been used
on any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile
signature or signatures shall have been used thereon had not
ceased to be such officer or officers of the Corporation.
SECTION 2. Transfer of Shares. The shares of stock of the
Corporation shall be transferred on the books of the Corporation
by the holder thereof in person or by his attorney lawfully
constituted, upon surrender for cancellation of certificates for
the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed,
with such proof or guaranty of the authenticity of the signature
as the Corporation or its agents may reasonably require. The
Board of Directors may appoint one or more transfer agents and
registrars of the stock of the Corporation. The Corporation shall
be entitled to treat the holder of record of any share or shares
of stock as the holder in fact and legal owner thereof and
accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by law.
SECTION 3. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, mutilated or destroyed,
and may require the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal
representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged
to have been lost, mutilated or destroyed.
ARTICLE VII.
CHECKS, NOTES, ETC.
SECTION 1. Execution of Checks, Notes, etc. All checks and
drafts on the Corporation's bank accounts and all bills of
exchange, promissory notes, acceptances, obligations and other
instruments for the payment of money, shall be signed by such
officer or officers, person or persons, as shall be thereunto
authorized by the Board of Directors or as may be designated in a
manner authorized by the Board of Directors.
SECTION 2. Execution of Contracts, Assignments, etc.
All contracts, agreements,
endorsements, assignments, transfers, stock powers, and other
instruments shall be signed by such officer or officers, person
or persons, as shall be thereunto authorized by the Board of
Directors or as may be designated in a manner authorized by the
Board of Directors.
SECTION 3. Voting of Stock and Execution of Proxies. The
Chairman of the Board, the Vice Chairman, the President or any
Vice President or any other officer of the Corporation designated
by the Board of Directors, the Chairman of the Board, or the
President shall be authorized to attend any meeting of the
stockholders of any other corporation in which the Corporation is
an owner of stock and to vote such stock upon all matters coming
before such meeting. The Chairman of the Board, the Vice
Chairman, the President or any Vice President may sign and issue
proxies to vote shares of stock of other corporations owned by
the Corporation.
ARTICLE VIII.
SEAL
The seal of the Corporation shall show the year of its
incorporation and shall be in such form as the Board of Directors
shall prescribe. The seal on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.
ARTICLE IX.
INDEMNIFICATION
SECTION 1. Mandatory Indemnification - Third Party Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding ("Action"), whether civil,
criminal, administrative or investigative (other than an Action
by or in the right of the Corporation) by reason of the fact that
such person is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Action if such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal Action, had no
reasonable cause to believe the conduct was unlawful. The
termination of any Action by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal Action or
proceeding, had reasonable cause to believe that the conduct was
unlawful.
SECTION 2. Mandatory Indemnification - Derivative Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any Action by or in the
right of the Corporation to procure a judgement in its favor by
reason of the fact that such person is or was a director,
officer, or employee of the Corporation or is or was serving at
the request of the Corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees and
amounts paid in settlement not exceeding the estimated expense of
litigating the Action to a conclusion) actually and reasonably
incurred by such person in connection with the defense or
settlement of such Action if such person acted in good faith and
in a manner such person reasonably believed to be in or not
opposed to the best interest of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of such
person's duty to the Corporation unless and only to the extent
that the court in which such Action was brought shall determine
upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
SECTION 3. Mandatory Indemnification - Successful Party. To
the extent that a director, officer, employee or agent of the
Corporation, or any person who is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, has been successful on the merits or otherwise in the
defense of any such Action, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
SECTION 4. Permissive Indemnification. Notwithstanding any
limitations of the indemnification provided by Sections 1 and 2,
the Corporation may, to the fullest extent authorized by law,
indemnify any person who is or was a party or is threatened to be
made a party to any Action by reason of the fact that such person
is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against all or part of any expenses (including
attorneys' fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such Action, if it shall be determined in
accordance with the applicable procedures set forth in Section 5
that such person is fairly and reasonably entitled to such
indemnification.
SECTION 5. Procedure. Any indemnification under Sections 1,
2 or 4 (unless ordered by a court) shall be made by the
Corporation only as authorized by the Board of Directors (which
may so act whether or not there is a sufficient number of
disinterested directors to constitute a quorum) in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because
such person has met the applicable standards of conduct set forth
in Sections 1 and 2 or is entitled to indemnification under
Section 4. Such determination, in the case of indemnification
made pursuant to Section 1 or Section 2 shall be made (1) by the
Board of Directors by a majority vote of a quorum, as defined in
the Certificate of Incorporation or the By-Laws, consisting of
directors who are not or were not parties to any pending or
completed Action giving rise to the proposed indemnification, or
(2) if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent
legal counsel (who may be, but need not be, outside counsel to
the Corporation) in a written opinion, or (3) by the
shareholder(s) of the Corporation. Such determination, in the
case of indemnification made pursuant to Section 4, shall be made
by the Board of Directors by a majority vote of a quorum, as
defined in the Certificate of Incorporation or the By-Laws,
consisting of directors who are not or were not parties to any
pending or completed Action giving rise to the proposed
indemnification or by the shareholders.
SECTION 6. Advance Payments. Expenses (including attorneys'
fees) incurred or reasonably expected to be incurred by a
director, officer or employee of the Corporation in defending
against any claim asserted or threatened against such person in
such capacity or arising out of such person's status as such
shall be paid by the Corporation in advance of the final
determination thereof, if authorized by the Board of Directors
(which may so act whether or not there is a sufficient number of
disinterested directors to constitute a quorum) upon receipt by
the Corporation of his written request therefor and such person's
written promise to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by
the Corporation as authorized or required in this article.
SECTION 7. Provisions Not Exclusive. The indemnification
provided by this Article shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be
entitled under any law, Bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 8. Miscellaneous. For purposes of this Article, and
without any limitation whatsoever upon the generality thereof,
the term "fines" as used herein shall be deemed to include (i)
penalties imposed by the Nuclear Regulatory Commission (the
"NRC") pursuant to Section 206 of the Energy Reorganization Act
of 1974 and Part 21 of NRC regulations thereunder, as they may be
amended from time to time, and any other penalties, whether
similar or dissimilar, imposed by the NRC, and (ii) excise taxes
assessed with respect to an employee benefit plan pursuant to the
Employee Retirement Income Security Act of 1974, as it may be
amended from time to time, ("ERISA"). For purposes of determining
the entitlement of a director, officer or employee of the
Corporation to indemnification under this Article, the term
"other enterprise" shall be deemed to include an employee benefit
plan governed by ERISA. The Corporation shall be deemed to have
requested such person to serve as a director, officer or employee
of such a plan where such person is a trustee of the plan or
where the performance by such person of his duties to the
Corporation also imposes duties on, or otherwise involves
services by, such person to such plan or its participants or
beneficiaries, and action taken or permitted by such person in
the performance of his duties with respect to such employee
benefit plan for which is a purpose reasonably believed by him to
be in the interest of the participants and beneficiaries of the
plan, shall be deemed to meet the standard of conduct required
for indemnification hereunder. Any act, omission, step or conduct
taken or had in good faith which is required, authorized or
approved by any order or orders issued pursuant to the Public
Utility Holding Company Act of 1935 or any other federal statute
or any state statute or municipal ordinance shall be deemed to
meet the standard of conduct required for indemnification
hereunder.
ARTICLE X.
CONFLICTS
In the event that any provisions of these By-Laws conflict
with the Articles of Incorporation or with state or federal
statutes, the Articles of Incorporation or such statutes shall
take precedence over such provisions of these By-Laws.
ARTICLE XI.
AMENDMENTS
Subject to the provisions of applicable law and of the
Articles of Incorporation, these By-Laws may be altered, amended
or repealed and new By-Laws adopted either by the stockholders or
by the Board of Directors.