Exhibit 3(e)
GULF STATES UTILITIES COMPANY
TRANSCRIPT FROM THE RECORDS OF MEETING OF THE
BOARD OF DIRECTORS HELD ON NOVEMBER 12, 1992
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RESOLVED, that this Board of Directors hereby further waives the
terms of Article IX of the Company's Bylaws regarding mandatory
retirement age of directors to allow Robert H. Barrow to continue
to serve as a member of the Board of Directors until the Annual
Meeting of Shareholders in May, 1994.
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I, Leslie D. Cobb, Vice President and Secretary of Gulf
States Utilities Company, a wholly-owned subsidiary of Entergy
Corporation, I hereby certify that the foregoing is a true and
correct copy of a certain resolution duly adopted by the Board of
Directors of said Company at a Special Meeting of said Board duly
convened and held on November 12, 1992, at which meeting a quorum
for the transaction of business was present and acting
throughout.
I further certify that said resolution has not been amended
or revoked and that the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have
affixed the corporate seal of said Company this 28th day of
January, 1994.
Leslie D Cobb
Vice President & Secretary
Gulf States Utilities Company
Amended January 28, 1994
BYLAWS
GULF STATES UTILITIES COMPANY
BYLAWS
of
GULF STATES UTILITIES COMPANY
ARTICLE I.
Name.
The name of this Corporation shall be GULF STATES UTILITIES
COMPANY.
ARTICLE II.
Shareholders' Meetings.
All meetings of the Shareholders shall be held at the
principal office of the Company, 350 Pine Street, Beaumont,
Texas. With or Without motion, the Chairman of any meeting of the
Shareholders may appoint Inspectors and Tellers for such meeting
who shall examine into the qualifications of the Shareholders
present in person or represented at the meeting by proxy, report
the shares represented at the meeting and tabulate the vote on
such matters as may come before the meeting.
ARTICLE III.
Annual Meeting.
The Annual Meeting of the Shareholders of this Corporation
shall be held on the first Thursday in May in each year if not a
legal holiday and, if a legal holiday, then on the next
succeeding Thursday not a legal holiday. In the event that such
Annual Meeting is omitted by circumstances beyond the control of
the Company or otherwise on the date herein provided for, the
Directors shall cause a meeting in lieu thereof to be held as
soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as
if transacted or held at the Annual Meeting. Such subsequent
meeting shall be called in the same manner and as provided for
Special Shareholders' Meetings.
ARTICLE IV.
Special Meetings.
Special Meetings of the Shareholders of this Corporation
shall be held whenever called by the Chairman of the Board of
Directors, the Vice Chairman, the President, a Vice President or
a majority of the Board of Directors, or whenever the holder or
holders of one-tenth (1/10) of the shares of the capital stock
issued and outstanding and entitled to vote shall make written
application therefor to the Secretary or an Assistant Secretary,
stating the time and purpose of the meeting applied for. Special
Meetings of the Shareholders shall also be held following the
accrual or termination of the right of the preferred stock of the
Corporation, voting as a class, to elect the smallest number of
Directors of this Corporation necessary to constitute a majority
of the members of the Board of Directors, whenever requested to
be called in the manner provided in Paragraph 6 of Article VI of
the Restated Articles of Incorporation of the Corporation as
amended.
ARTICLE V.
Notice of Shareholders' Meetings
Written or printed notice of all Shareholders' Meetings,
stating the time and place, and, in the case of Special Meetings,
the purpose or purposes for which such meetings are called, shall
be delivered by the Secretary or an Assistant Secretary, by mail,
to each Shareholder of record, having voting power in respect of
the business to be transacted thereat, at his or her registered
address, at least ten (10) and not more than sixty (60) days
prior to the date of the meeting, and the person giving such
notice shall make affidavit in relation thereto; provided that
such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the Shareholder at his address as
it appears on the stock transfer books of the Corporation, with
postage thereon prepaid, and further provided that notice of any
such meeting shall be deemed to be sufficiently delivered to any
Shareholder who, while the provisions of the Trading with the
Enemy Act (Public Act No. 91 of the Sixty-fifth Congress of the
United States of America, as now or hereafter amended) shall be
operative, shall appear from the stock books to be or shall be
known to the Corporation to be an "enemy" or "ally of enemy" as
defined in the said Act and whose address appearing on such stock
books is outside the United States, or the mailing to whom of
notice shall at the time be prohibited by any other law of the
United States of America or by any executive order or regulation
issued or promulgated by any officer or agency of the United
States of America (a) if, at least ten (10) days prior to the
date of the meeting, a copy of the notice of the meeting shall be
mailed to any person or agency who by any such law, order or
regulation shall have been duly designated to receive such notice
or duty designated or appointed as custodian of the property of
such Shareholder; or (b) if a brief notice of such meeting,
including, in the case of a Special Meeting, either a brief
statement of the objects for which such meeting is called or a
statement as to where there may be obtained a copy of a written
notice containing a statement of such objects, shall be published
by the Corporation at least once, not less than ten (10) days
before the meeting in a daily newspaper published in the English
language and of general circulation in the City of Beaumont,
Texas.
Any meeting at which all Shareholders having voting power in
respect of the business to be transacted thereat are present,
either in person or represented by proxy, or of which those not
present have waived notice in writing, shall be a legal meeting
for the transaction of business, notwithstanding that notice has
not been given as herein before provided.
ARTICLE VI
Waiver of Notice.
Notice of any Shareholders' Meeting may be waived by any
Shareholder and the presence at any meeting, either in person or
by proxy, of a Shareholder having voting power in respect of the
business to be transacted thereat shall be deemed as to such
Shareholder a waiver of notice of the meeting.
ARTICLE VII
Quorum.
At any meeting of the Shareholders, a majority of the shares
of capital stock issued and outstanding and entitled to vote in
respect of the business to be transacted thereat, represented by
such Shareholders of record in person or by proxy, shall
constitute a quorum, but a less interest may adjourn any meeting
from time to time and the same shall be held as adjourned without
further notice. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares of capital stock
entitled to vote represented thereat shall decide all questions
brought before such meeting, unless the question is one upon
which by express provision of law or of the Articles of
Incorporation of the Corporation or of these Bylaws a larger or
different vote is required, in which case such express provision
shall govern and control the decision of such question. The
provisions of this Article are, however, subject to the
provisions of Paragraphs 6 and 13 of Article VI of the Articles
of Incorporation of the Corporation as amended.
ARTICLE VIII.
Proxy and Voting
The voting power of the respective classes of stock of the
Corporation shall be as provided in Article VI of the Articles of
Incorporation of the Corporation as amended. Shareholders of
record entitled to vote may vote at any meeting either in person
or by proxy in writing, which shall be filed with the Secretary
of the meeting before being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting, but
shall not be valid after the final adjournment thereof or after
eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each holder of record of stock
of the Corporation of any class shall, as to all matters in
respect of which such class of stock has voting power, be
entitled to one vote for each share of stock of such class
standing in his name on the books of the Corporation.
ARTICLE IX.
Board of Directors.
A Board of fourteen (14) Directors shall be chosen by ballot
at the Annual Meeting of the Shareholders or at any meeting held
in the place thereof as hereinbefore provided. The number of
Directors may be increased or decreased from time to time by
amendment of the Bylaws, but no decrease shall have the effect of
shortening the term of any incumbent Director. Any directorship
to be filled by reason of an increase in the number of Directors
may be filled by election at an Annual Meeting or at a Special
Meeting of Shareholders called for that purpose or may be filled
by the Board of Directors for a term of office continuing only
until the next election of one or more Directors by the
Shareholders; provided that the Board of Directors may not fill
more than two such directorships during the period between any
two successive Annual Meetings of Shareholders. Each Director
elected by the Shareholders shall serve until the next Annual
Meeting and until such Director's successor is duly elected and
qualified except as in these Bylaws may otherwise be provided.
No person shall be eligible for election or re-election as a
Director of the Company after attaining age seventy (70) except
as otherwise permitted by the Board by special resolution
heretofore adopted. Any Director who retires from active
employment by the Company shall, concurrently with such
retirement, resign as a Director of the Company
The foregoing provisions placing qualifications on the
eligibility of Directors are, however, subject to Paragraphs 6
and 13 of Clause E of Article V~ of the Restated Articles of
Incorporation of the Corporation as amended.
ARTICLE X
Powers of Directors
The Board of Directors shall have the entire management of
the business of the Corporation. In the management and control of
the property, business and affairs of the Corporation, the Board
of Directors is hereby vested with all the powers possessed by
the Corporation itself, so far as this delegation of authority is
not inconsistent with the laws of the State of Texas, with the
Articles of Incorporation of the Corporation or with these
Bylaws. The Board of 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 of the Board of Directors shall be final and
conclusive.
ARTICLE XI.
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
any Committees appointed by the Directors or Shareholders 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 Shareholders.
ARTICLE XII.
Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the Bylaws, may elect from
its number an Executive Committee of not less than three nor more
than six members, which Committee may exercise the powers of the
Board of Directors in the management of the business of the
Corporation when the Board is not in session except where action
of the Board of Directors is specified or required by law. The
Executive Committee shall report its actions to the Board For
approval. The Executive Committee may make rules for the notice,
holding and conduct of its meetings and the keeping of the
records thereof.
The Board of Directors may likewise appoint from its number
or from the Shareholders 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.
ARTICLE XIII.,
Meetings.
Regular Meetings of the Board of Directors shall be held at
such places within or without the State of Texas and at such
times as the Board by vote may determine from time to time, and
if so determined no notice thereof need be given. Special
Meetings of the Board of Directors may be held at any time or
place, either within or without the State of Texas. whenever
called by the Chairman of the Board of Directors, the Vice
Chairman, the President, a Vice President, the Secretary, an
Assistant Secretary or three or more Directors, notice thereof
being given to each Director by the Secretary or an Assistant
Secretary or officer calling the meeting, or at any time without
formal notice provided all the Directors are present or those not
present have waived notice thereof. Notice of Special Meetings,
stating the time and place thereof, shall be given by mailing the
same to each Director at his residence or business address at
least two days before the meeting 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
ARTICLE XIV.
Quorum.
A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but a less number may
adjourn any meeting from time to time and the same may be held
without further notice. When a quorum is present at any meeting,
a majority vote of the members in attendance thereat shall decide
any question brought before such meeting, except as otherwise
provided by law or by these Bylaws
ARTICLE XV
Officers
The officers of this Corporation shall be a Chairman of the
Board of Directors, a Vice Chairman, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and a Controller, and
such other officers and assistant officers as are permitted or
provided by these Bylaws and elected by the Board of Directors
The officers shall be elected by the Board of Directors after its
election by the Shareholders, and a meeting may be held without
notice for this purpose immediately after the Annual Meeting of
the Shareholders and at the same place.
ARTICLE XVI.
Eligibility of Officers
The Chairman of the Board of Directors shall be a Director
of the Corporation but need not be a Shareholder of the
Corporation. The Vice Chairman, the President, Vice Presidents,
Secretary, Treasurer, Controller, and such other officers as may
be appointed may be, but need not be, Shareholders or Directors
of the Corporation Any person may hold more than one office
provided the duties thereof can be consistently performed by the
same person, and except that the President and Secretary shall
not be the same person.
ARTICLE XVII.
Additional Officers and Agents.
The Board of Directors in its discretion may appoint one or
more Assistant Secretaries, one or more Assistant Treasurers, and
such other officers or agents as it may deem advisable, and
prescribe the duties thereof.
ARTICLE XVIII
Chairman of the Board of Directors.
The Chairman of the Board shall be elected from among the
Directors of this Corporation. He may call meetings of the Board
of Directors and of any committee thereof whenever he deems
necessary. When present, he shall call to order and preside at
all meetings of the Shareholders of this Corporation and of the
Board of Directors He shall be the chief executive officer
thereof, shall have general supervision over the business and
policies of this Corporation, subject to control of the Board of
Directors, and may perform all duties and exercise all powers as
are conferred by these Bylaws, or by law, on the President except
such duties, if any, as are required by law to be performed by a
President or a Vice President. The Chairman of the Board is
hereby authorized to sign certificates representing shares to
which shareholders are entitled The Chairman of the Board shall
perform such other duties and have such other powers as the Board
of Directors shall designate from time to time.
ARTICLE XIX
Vice Chairman
The Vice Chairman shall have the powers and authorities and
shall perform all the duties commonly incident to his office and
shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time. In the
absence of the Chairman of the Board, the Vice Chairman shall
perform the duties of such Chairman. He shall be the chief
operating officer of this Corporation. Subject to control of the
Board of Directors, he may perform all duties and exercise all
powers as are conferred by these Bylaws, or by law, on the
President except such duties as are required by law to be
performed by a President, or a Vice President. The Vice Chairman
is hereby authorized to sign certificates representing shares to
which shareholders are entitled.
ARTICLE XX.
President
In the absence of the Chairman of the Board and Vice
Chairman, the President shall perform the duties of such Chairman
In the absence of the Vice Chairman, the President shall perform
the duties of such Vice Chairman. The President shall have the
powers and authorities and shall perform all the duties commonly
incident to his office and such other duties as the Board of
Directors shall designate from time to time The President or n
Vice President, or such other officer or officers as may be
authorized by these Bylaws or such other person as is thereunto
specifically authorized by vote of the Board of Directors, shall
sign all bonds, deeds and contracts of this Corporation. The
President or a Vice President or such other officer or officers
as these Bylaws may prescribe shall sign all certificates
representing shares of stock in this Corporation to which
Shareholders are entitled.
ARTICLE XXI.
Vice Presidents
Except as especially limited by vote of the Board of
Directors, any Vice President 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, the Chairman of the Board of Directors, the Vice
Chairman, or the President shall designate from time to time.
From time to time, as it may determine advisable, the Board of
Directors may designate one or more Executive Vice Presidents
who, in the absence or disability of the President, shall be
managing executive officers of this Corporation; provided that
priority for exercise of such authority is granted to the
Executive Vice President designated as "Senior" and is thereafter
granted in order of original election to such office. An
Executive Vice President shall possess all the powers conferred
by these Bylaws on other Vice Presidents and shall perform such
other duties and have such other powers as the Board of
Directors, the Chairman of the Board of Directors, the Vice
Chairman, or the President may designate from time to time.
ARTICLE XXII.
Secretary
The Secretary shall keep accurate minutes of all meetings of
the Shareholders, the Board of Directors and the Executive or
other Committees of the Board of Directors, respectively, shall
perform all the duties commonly incident to his office, and
shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time The
Secretary shall have the power, together with the Chairman of the
Board of Directors, the Vice Chairman, the President or a Vice
President, to sign certificates of stock of the Corporation. In
his absence an Assistant Secretary or a Secretary pro tempore
shall perform his duties. The Secretary, any Assistant Secretary
and any Secretary pro tempore shall be sworn to the faithful
discharge of their duties.
ARTICLE XXIII.
Treasurer and Controller.
The Treasurer 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 (which shall be in
the custody of the President) in such form and with such sureties
as shall be required by the Board of Directors.
The Controller shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation, in such depositories
as may be designated by the Board of Directors The Controller
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 (which shall be in the custody of the
Chief Executive Officer) in such form and with such sureties as
shall be required by the Board of Directors
ARTICLE XXIV.
Removals
The Shareholders may, at any meeting called for the purpose,
by a vote of a majority of the shares of the capital stock issued
and outstanding and entitled to vote, remove from office any
Director and elect or appoint his successor, but this provision
is subject to Paragraph 6 of Article VI of the Articles of
Incorporation of the Corporation as amended. The Directors may,
by vote of not less than a majority of the entire Board, remove
from office any officer or agent or member or members of any
Committees selected or appointed by them.
ARTICLE XXV
Vacancies.
Any vacancy occurring in the Board of Directors (other than
a vacancy created by an increase in the number of Directors,
which is governed by Article IX of these Bylaws) may be filled
for the unexpired term by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors, but vacancies in the Board of Directors may be filled
for the unexpired term by the Shareholders having voting power at
a meeting called for that purpose, unless such vacancy shall have
been filled by the Directors.
If the office of any officer or agent, one or more, is or
becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the Directors may, by a majority
vote, elect a person to such office to serve until tile next
annual meeting or until his successor shall be elected.
ARTICLE XXVI.
Capital Stock.
The amount of capital stock, and of each class thereof,
shall be as fixed in the Articles of Incorporation or in any
lawful amendments thereto and the votes of the Corporation from
time to time
ARTICLE XXVII
Certificates of Stock.
Every Shareholder shall be entitled to a certificate or
certificates representing shares of the capital stock of the
Corporation in such form, complying with the law 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 kind of shares to which such Shareholder is entitled.
Such certificates shall be signed by the Chairman of the Board of
Directors, the Vice Chairman, the President or a Vice President
and by the Secretary or an Assistant Secretary. The Board of
Directors may also appoint one or more Transfer Agents and/or
Registrars for the stock of any class or classes and may require
stock certificates to be countersigned by one or more of them. If
certificates representing shares of capital stock of this
Corporation are manually signed either by a Transfer Agent or by
a Registrar, the signatures thereon of the Chairman of the Board
of Directors, the Vice Chairman, the President or a Vice
President and the Secretary or an Assistant Secretary of this
Corporation may be facsimiles, engraved or printed. Any
provisions of these Bylaws with reference to the signing of stock
certificates shall include, in cases above permitted, such
facsimile signatures. 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 this Corporation, whether
because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by this
Corporation, such certificate or certificates may nevertheless be
adopted by the Board of Directors of this 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 this Corporation. Any stock certificates
bearing facsimile signatures of officers of this Corporation, as
above provided, may also bear a facsimile of the seal of this
Corporation.
ARTICLE XXVIII.
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 signed by the person appearing
by the certificate to be the owner of the shares represented
thereby. No transfer shall affect the right of the Corporation to
pay any dividend due upon the stock, or to treat the holder of
record as the holder in fact, until such transfer is recorded
upon the books of the Corporation or a new certificate is issued
to the person to whom it has been so transferred. It shall be the
duty of every Shareholder to notify the Corporation of his post
office address.
The Board of Directors shall have power to close the stock
transfer books of this Corporation for a period not exceeding 50
days preceding the date of any meeting of Shareholders or the
date for payment of any dividend or the date for the allotment of
rights or the date when any change or conversion or exchange of
capital stock shall go into effect; provided, however, that in
lieu of closing the stock transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding 60 days
preceding the date of any meeting of Shareholders or the date for
the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such
allotment or rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, and in such
case only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of this Corporation after
any such record date fixed as aforesaid
ARTICLE XXIX.
Loss of Certificates.
In case of the loss, mutilation or destruction of a
certificate representing shares of stock, a duplicate certificate
may be issued upon such terms as the Board of Directors may
prescribe
ARTICLE XXX.
Seal.
The seal of this Corporation shall consist of a flat-faced
circular die with the words and figures "GULF STATES UTILITIES
COMPANY CORPORATE SEAL 1925 TEXAS" cut or engraved thereon
ARTICLE XXXI.
Books and Records.
Unless otherwise expressly required by the laws of the State
of Texas, the books and the records of the Corporation may be
kept outside of the State of Texas at such place or places as may
be designated from time to time by the Board of Directors.
ARTICLE XXXII.
Amendments.
These Bylaws may be amended, added to, altered or repealed
by the Board of Directors of the Company. In the event of any
such amendment, alteration or repeal of these Bylaws by the Board
of Directors, the notice of the Annual Meeting of the
Shareholders which shall thereafter first be sent to the
Shareholders shall state that the Bylaws have been so amended,
added to, altered or repealed and shall describe or set forth or
be accompanied by statement describing or setting forth such
amendment, addition, alteration or the text of any article which
has been repealed. Notwithstanding anything hereinabove
contained, these Bylaws may be amended, added to, altered or
repealed at any Annual or Special Meeting of the Shareholders by
vote in either case of a majority of the voting power of the
shares of the capital stock issued and outstanding and entitled
to vote in respect thereof, unless the question is one upon which
by express provisions of law or of the Articles of Incorporation
or of these Bylaws a larger or different vote is required, in
which case such express provision shall govern and control the
decision of such question, provided, however, that notice is
given in the call of said meeting that an amendment, addition,
alteration or repeal is to be acted upon.
ARTICLE XXXIII,
Indemnification.
A. The Corporation shall indemnify any person who was or is
a named defendant or respondent or is threatened to be made a
named defendant or respondent in a proceeding (which shall
;include any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative,
or investigative, any appeal in such an action, suit or
proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding including but not limited to
any action, suit or proceeding brought by or in behalf of the
Corporation) because the person is or was a director, officer, or
employee of the Corporation, and any person who, while a
director, officer, or employee is or was serving at the request
of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of
another domestic or foreign corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or
other enterprise, or is or was a nominee or designee of the
Corporation who is or was serving at the request of the
Corporation as a director or officer of any domestic or foreign
corporation which is owned in whole or part by the Corporation,
against, judgments, penalties (including excise and similar
taxes), fines, settlements, and reasonable expenses (including
but not limited to court costs and attorneys' fees) actually
incurred by the person in connection with such proceeding, if the
person (1) conducted himself or herself in good faith, (2)
reasonably believed in the case of conduct in his or her official
capacity as a director, officer, or employee of the Corporation,
that his or her conduct was in the Corporation's best interests
and in all other cases that his or her conduct was at least not
opposed to the Corporation's best interests and (3) in the case
of any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. This indemnity is expressly
intended to apply regardless of the sole, concurrent, or
contributing negligence or fault of the person to be indemnified
provided that the standards of conduct described in clauses (l),
(2), and (3) are met. In addition to the other standards of
conduct described in clauses (1), (2), and (3), indemnification
and payment or reimbursement of expenses of employees under this
Article XXXIII shall be provided for an employee (who is not a
director or officer) only when the employee's conduct was within
the course and scope of his or her employment by the Corporation.
B. The Corporation shall indemnify a director, officer, or
employee, or such A nominee or designee or person who, at the
request of the Corporation, is serving in capacities described
above against reasonable expenses (including but not limited to
court costs and attorneys' fees) incurred by him or her in
connection with a proceeding in which he or she is a named
defendant or respondent because he or she is or was a director,
officer, or employee, or such a nominee or designee if he or she
has been wholly successful, on the merits or otherwise, in the
defense of the proceeding.
C. Indemnification provided under Section A shall be made
by the Corporation (except as provided in Section B) only if it
is determined in accordance with the following procedures that
the person has met the requirements set forth in Section A and
that indemnification is permissible Such determination that
indemnification is permissible under Section A shall be made (1)
by a majority vote of a quorum consisting of directors who at the
time of the vote were not named defendants or respondents in the
proceeding, or (2) if such a quorum cannot be obtained by a
majority vote of a committee of the board of directors,
designated to act in the matter by a majority vote of all
directors, consisting solely of two or more directors who at the
time of the vote are not named defendants or respondents in the
proceeding, or (3) by special legal counsel selected by the board
of directors or a committee of the board by vote as set forth in
subsections (1) or (2) of this Section C, or, if such a quorum
cannot be obtained and such a committee cannot be established, by
a majority vote of all directors, or (4) by the shareholders in a
vote that excludes the shares held by directors who are named
defendants or respondents in the proceeding.
The termination of a proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere or its
equivalent is not of itself determinative that the persons did
not meet the requirements set forth in Section A above. A person
shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so
adjudged by a court of competent jurisdiction after exhaustion of
all appeals therefrom,
The provisions of Section A are intended to make mandatory
the indemnification permitted therein and, together with Article
IX of the Restated Articles of Incorporation, shall constitute
authorization of indemnification in the manner required
Determinations as to reasonableness of expenses under Section A
shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination
that indemnification is permissible is made by special legal
counsel, determination as to reasonableness of expenses shall be
made in the manner specified in subsection (3) of the first
paragraph of this Section C for the selection of special legal
counsel. Determinations as to the reasonableness of expenses
under Sections B and F shall be made in any manner which may be
used to determine if indemnification is permissible under Section
A.
Action taken or omitted by a person with respect to an
employee benefit plan in the performance of his or her duties for
a purpose reasonably believed by him or her to be in the interest
of the participants and beneficiaries of the plan is deemed to be
for a purpose which is not opposed to the best interests of the
Corporation
D. Notwithstanding the provisions of Section A, except to
the extent permitted by the next sentence, a person shall not be
indemnified by the Corporation in respect of a proceeding in
which the person is found liable on the basis that personal
benefit was improperly received by the person, whether or not the
benefit resulted from an action taken in the person's official
capacity, or in which the person is found liable to the
Corporation. If a person is found liable to the Corporation or is
found liable on the basis that personal benefit was improperly
received by the person, the indemnification (i) is limited to
reasonable expenses actually incurred by the person in connection
with the proceeding and (ii) shall not be made in respect of any
proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty
to the Corporation.
E. Reasonable expenses incurred by a director, officer, or
employee, or such a nominee or designee or person serving in
capacities described above at the request of the Corporation who
was, is, or is threatened to b~ made a named defendant or
respondent in a proceeding, may be paid or reimbursed by the
Corporation in advance of the final disposition of the proceeding
and without any of the determinations specified in Section C
after (1) the Corporation receives a written affirmation by the
person of his or her good faith belief that he or she has met the
standard of conduct that is necessary for indemnification under
this Article XXXIII and a written undertaking by or on behalf of
the person to repay the amount paid or reimbursed if it is
ultimately determined that he or she has not met those
requirements. The written undertaking required by this Section E
must be an unlimited general obligation of the person but need
not be secured, and may be accepted without reference to
financial ability to make repayment.
F. Notwithstanding any other provision of this Article
XXXIII, the Corporation shall pay or reimburse reasonable
expenses incurred by a director, officer, or employee, or such a
nominee or designee in person who, at the request of the
Corporation, is serving in capacities described above in
connection with his appearance as a witness or other
participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.
G. The indemnification provided by this Article XXXIII shall
not be deemed to limit the powers of the Corporation to indemnify
or to advance expenses to any person who is or was a director,
officer, employee, agent, nominee, or designee of the Corporation
conferred on the Corporation by the Texas Business Corporation
Act (as now in effect or as same may be amended) or other
applicable law and shall not be deemed exclusive of any rights to
which those indemnified may be entitled under any agreement,
contract, insurance, arrangement, vote of shareholders or
disinterested directors, statute, court order, or otherwise, both
as to action in his or her official capacity and as to action in
another capacity while holding such office (including but not
limited to service as plan fiduciary), and shall continue as to a
person who has ceased to be a director, officer, employee, agent,
nominee, or designee or person serving in a named capacity at the
request of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person. This Article
XXXIII is intended to be consistent with the powers granted by
the Texas Business Corporation Act, as heretofore and hereafter
amended, and terms used herein shall be defiled and the
provisions of this Article XXXIII shall be interpreted and
applied consistently with such law. The provisions of this
Article XXXIII shall be deemed several, and if and to the extent
any provision of this Article XXXIII is determined not to be
consistent with the provisions of such Act, as heretofore and
hereafter amended, then the other provisions to the extent
consistent shall remain valid and in full force and effect.
H. The Corporation may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another domestic or
foreign corporation, partnership, joint venture, sole
proprietorship, trust, or other enterprise, or employee benefit
plan against any liability asserted against him or her and
incurred by him or her in such capacity or arising out of his or
her status as such a person, whether or not the Corporation would
have the power to indemnify him or her against that liability
under the provisions of the Restated Articles of Incorporation as
amended, this Article XXXIII, the Texas Business Corporation Act,
as heretofore and hereafter amended, or otherwise. Nothing in
this Article XXXIII is intended to authorize a double payment to
a person entitled to indemnification or reimbursement by the
Corporation pursuant to this Article XXXIII of an amount actually
paid to such person or expended for such person's benefit under
any such insurance or other arrangement. If the insurance or
other arrangement is with a person or entity that is not
regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of
a liability with respect to which the Corporation would not have
the power to indemnify the person only if including coverage for
the additional liability has been approved by the shareholders of
the Corporation. Without limiting the power of the Corporation to
procure or maintain any kind of insurance or other arrangement
the Corporation may, for the benefit of persons indemnified by
the Corporation, (1) create a trust fund; (2) establish any form
of self-insurance; (3) secure its indemnity obligation by grant
of a security interest or other lien on the assets of the
Corporation; or (4) establish a letter of credit, guaranty, or
surely arrangement. The insurance or other arrangement may be
procured, maintained, or established within the Corporation or
with any insurer or other person deemed appropriate by the board
of directors regardless of whether all or part of the stock or
other securities of the insurer or other person are owned in
whole or part by the Corporation In the absence of fraud, the
judgment of the board of directors as to the terms and conditions
of the insurance or other arrangement and the identity of the
insurer or other person participating in an arrangement shall be
conclusive and the insurance or arrangement shall not be voidable
and shall not subject the directors approving the insurance or
arrangement to liability, on any ground, regardless of whether
directors participating in the approval are beneficiaries of the
insurance or arrangement.
I. Any indemnification of or advance of expenses to any
person in accordance with this Article XXXIII or otherwise shall
be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or
with or before the next submission to shareholders of a consent
to action without a meeting, and, in any case, within the twelve
(12) month period immediately following the date of the
indemnification or advance. Failure to make or delay in making
any such report shall not affect the Corporation's obligation to
make any such indemnification or advance
J. The indemnification provided hereunder to any person who
is or was serving as an employee benefit plan fiduciary shall not
operate to relieve any such person who acts as a plan fiduciary
from any responsibility or liability under applicable laws, and
the indemnification provided hereunder to a plan fiduciary is
limited to satisfaction of liabilities incurred by such person as
a plan fiduciary, subject to the terms and conditions stated in
this Article XXXIII. For purposes of this Article XXXIII, the
Corporation shall be deemed to have requested a director or
officer to serve an employee benefit plan whenever the
performance by him or her of his or her duties to the Corporation
also imposes duties on or otherwise involves services by him or
her to the plan or participants or beneficiaries of the plan.
Excise taxes assessed on a director or officer with respect to
an employee benefit plan pursuant to applicable law shall be
deemed fines.
K. These indemnities shall apply with respect to acts,
omissions, and occurrences before or after September 3, 1987;
provided that (i) if the indemnities in effect prior to such date
should operate in any respect to provide greater indemnification
for the person affected or (ii) if it should be determined that
these indemnities may not lawfully be applied retroactively from
date of adoption, then the indemnities in effect prior to such
date shall continue to apply and shall be effective and
enforceable with respect thereto.
Unanimous Action of Shareholder
of
Gulf States Utilities Company
The undersigned, Entergy Corporation, acting by and through
its Chairman of the Board of Directors and Chief Executive
Officer, Edwin Lupberger, being the owner of all of the
outstanding stock of Gulf States Utilities Company, does hereby
waive notice of time and place of a special meeting of Gulf
States Utilities Company Shareholders, and pursuant to authority
in Article 9.10A of the Texas Business Corporation Act, does
hereby take the following action without a meeting and consents
to such action by its execution of this consent, intending It to
have the same force and effect as a unanimous vote at a meeting.
RESOLVED, that Article II and Article III of the Bylaws of
the Company are amended to read as follows:
ARTICLE II.
Shareholders' Meetings.
All meetings of the Shareholders shall be held at a place
and time to be set either by the Shareholders or by the Board of
Directors. With or without motion, the Chairman of any meeting of
the Shareholders may appoint Inspectors and Tellers for such
meeting who shall examine into the qualifications of the
Shareholders present in person or represented at the meeting by
proxy, report the shares represented at the meeting and tabulate
the vote on such matters as may come before the meeting.
ARTICLE III.
Annual Meeting.
The Annual Meeting of the Shareholders of this Corporation
shall be held on a date selected either by the Shareholders or by
the Board of Directors.
RESOLVED, that the first paragraph of Article IX of the
Bylaws of the Company is amended to read as follows:
"The Shareholders or the Board of Directors shall have the
power from time to time to fix the number of directors of the
Company, provided that the number so fixed shall not be less than
three (3) or more than fifteen (1 5).u
RESOLVED, that the number of directors of Gulf States
Utilities Company is fixed at six (6) and the following directors
are hereby elected to serve until the next annual meeting and/or
until their successors are duly elected and qualified:
Michael B. Bemis
Frank F. Gallaher
Donald C. Hintz
Jerry D. Jackson
Edwin Lupberger
Jerry L. Maulden
EXECUTED AND CONSENTED to this 5th day of May, 1994.
ENTERGY CORPORATION
By
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer