Exhibit 3(g)
BY LAWS
OF
NEW ORLEANS PUBLIC SERVICE INC.
INCLUDING ALL AMENDMENTS
THROUGH JULY 24, 1989
*Section 1. The annual meeting of the stockholders of the
Corporation for the election of directors and such other business
as shall properly come before such meeting shall be held in May
of each year on a date and at a time and place to be fixed by the
Board of Directors of the Company at least thirty (30) days
before the date of such meeting so fixed.
*Section 2. Special meetings of the stockholders of the
Corporation may be held upon the call of the President, the Board
of Directors or of the stockholders holding one-fifth of the
outstanding Common Stock, at the office of the Company in the
State of Louisiana. Such call shall state the purpose, place and
time of the meeting.
*Section 3. Notice of the time, place and purpose of every
meeting of stockholders shall be mailed by the Secretary or the
officer performing his duties, at least fifteen (15) days before
the meeting, to each stockholder entitled to vote in accordance
with Section 5 hereof, at his last known post office address,
provided, however, that if the stockholder be present at a
meeting, or in writing waive notice thereof before or after the
meeting, notice of the meeting to such stockholder is
unnecessary.
Section 4. The holders of forty per centum (40%) of the
stock of the Corporation entitled to vote, present in person or
by proxy, shall constitute a quorum, but less than a quorum shall
have power to adjourn.
*Section 5. At all meetings of stockholders each common
stockholder shall be entitled to one vote for each share of stock
held by him and may vote and otherwise act in person or by proxy,
but no proxy shall be voted more than eleven (11) months after
its date.
Section 6. At least two (2) days before each election by
the stockholders a full list of stockholders entitled to vote at
the election, arranged in alphabetical order with the residence
of each and the number of shares held by each, shall be prepared
by the Secretary or officer designated by the Board of Directors
and filed in the principal office of the Corporation, which shall
at all times during the usual hours of business, for said two (2)
days and during the election, be open to the examination of any
stockholder.
*Section 7. Certificates of stock shall be of such form and
device as the Board of Directors may elect, and shall be signed
by, or bear the facsimile signatures of, the President or Vice-
President, and either the Secretary or Assistant Secretary, or
the Treasurer or Assistant Treasurer.
Section 8. The stock of the Corporation shall be
transferable or assignable on the books of the Corporation by the
holders in person or by attorney on the surrender of the
certificates therefor. The Board of Directors may appoint one or
more transfer agents and registrars of the stock. The books for
the transfer of the stock may be closed for such periods before
and during the payment of dividends and the holdings of meetings
of stockholders, not to exceed thirty (30) days at any one time,
as the Board of Directors may from time to time determine; and
the Corporation shall make no transfer of stock on its books
during such period.
*Section 9. The affairs of the Corporation shall be managed
by a Board consisting of not less than seven (7) nor more than
fifteen (15) directors, as determined by the stockholders, who
shall be elected annually by the stockholders by ballot, to hold
office until their successors are elected and qualified. The
stockholders at any meeting, by a majority vote of all the
outstanding Common Stock, may remove any director and fill the
vacancy. Vacancies in the Board of Directors or in the offices,
except vacancies in the Board of Directors caused by an increase
in the number of directors, may be filled by the Board at any
meeting. Vacancies in the Board of Directors arising from an
increase in the number of directors shall be filled at the annual
meeting or at a special meeting of stockholders called for that
purpose. The Board of Directors shall have power and authority
to authorize the payment of compensation to the directors for
services to the Corporation, including fees for attendance at
meetings of the Board of Directors, of the Executive Committee
and all other committees, and to determine the amount of such
compensation or fees.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or
proceeding whether civil, criminal, administrative or
investigative (including any 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 business, foreign or nonprofit
Corporation, partnership, joint venture or other enterprise,
against expenses (including attorneys' fees), judgments, fines
settlements, and any other penalty regardless of statutory
characterization, actually and reasonably incurred by such person
in connection with such suit or proceeding if such person acted
in good faith, not contrary to Corporation instructions or rules,
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 or proceeding, had no reasonable
cause to believe the conduct was unlawful; provided that in case
of actions by or in the right of the Corporation, the indemnity
shall be limited to expenses (including attorneys' fees and
amounts paid in settlement not exceeding, in the judgment of the
Board of Directors, the estimated expense of litigating the
action to conclusion) actually and reasonably incurred in
connection with the defense or settlement of such action; and
provided, further, 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 his duty to the Corporation
unless and only to the extent that the court and the Board of
Directors by a majority vote of a quorum of disinterested
directors shall determine, upon application, that despite the
adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court and the Board of
Directors by a majority vote of a quorum of disinterested
directors shall deem proper.
Any indemnification under this Section shall be made by the
Corporation only as authorized in a specific case upon a
determination that the applicable standards of conduct set out
above have been met. Such determination can be made (1) by the
Board of Directors by a majority vote of a quorum of
disinterested directors, or (2) if such a quorum is not
obtainable or a quorum of disinterested directors so directs, by
independent legal counsel. The body or person making the
determination may waive the requirement concerning conformity to
Corporation instructions or rules. The other standards may not
be waived. However, any act or omission undertaken in good faith
in response to an order or other enforcement mechanism of a
federal, state or local authority, shall be construed to be in
the best interest of the Corporation in conformity to corporate
instructions and rules. The termination of any action, suit or
proceeding by judgment, 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.
Expenses incurred in defending such an action, suit or
proceeding, may be paid by the Corporation in advance of the
final disposition thereof if authorized by the Board of Directors
in the manner provided immediately above, upon receipt of an
undertaking by or on behalf of the director, officer or employee
to repay such amount, unless it shall ultimately be determined
that such person is entitled to be indemnified by the Corporation
as authorized in this Section.
The indemnification provided above shall not be deemed
exclusive of any other rights to which the person indemnified may
be entitled under any by-law, agreement, authorization of
shareholders or disinterested directors, or otherwise, and shall
continue as to a person who has ceased to be a director, officer
or employee, and shall inure to the benefit of such person's
legal representatives.
*Section 10. Meetings of the Board of Directors shall be
held at the time fixed by resolution of the Board or upon call of
the President or a Vice-President or any two directors. Meetings
of the Board of Directors may be held by means of telephone
conference calls, in which connection (a) the directors may
participate in and hold such a meeting by means of conference
telephone or similar communications equipment provided that all
persons participating in the meeting can hear and communicate
with each other, and (b) participation in such a meeting shall
constitute presence in person at such meeting except where such
participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened. The Secretary or officer performing
his duties shall give reasonable notice (which need not exceed
two (2) days) of all meetings of directors, provided that a
meeting may be held without notice immediately after the annual
election, and notice need not be given of regular meetings held
at times fixed by resolutions of the Board. Meetings may be held
at any time without notice if all directors are present or if
those not present waive notice either before or after the
meeting. Notice by mailing or telegraph to the usual business or
residence address of the director shall be sufficient. Five (5)
members of the Board shall constitute a quorum.
*Section 11. The Board of Directors, as soon as may be
after the election of directors in each year, may appoint from
their number a Chairman of the Board and shall appoint from their
number a President, and shall also appoint one or more Vice-
Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper.
Section 12. The term of office of all officers shall be
until the next election of directors and until their respective
successors are chosen and qualified, but any officer may be
removed from office at any time by the Board of Directors.
Section 13. The officers of the Corporation shall have such
duties as usually pertain to their offices, except as modified by
the Board of Directors,
and shall have such powers and duties as may from time to time be
conferred upon them by the Board of Directors.
Section 14. The Board of Directors, as soon as may be after
the election in each year, may, by a resolution passed by a
majority of the whole Board, appoint an Executive Committee, to
consist of such number of the directors, not less than three (3),
as the Board may from time to time determine, which shall have
and may exercise during the intervals between the meetings of the
Board all the powers vested in the Board except (a) the power to
fill vacancies in the Board (b) the power to change the
membership of or fill vacancies in said Committee and (c) the
power to change the By-Laws. The Board shall have the power at
any time to change the membership of such Committee and to fill
vacancies in it. The Executive Committee may make rules for the
conduct of its business and may appoint such committees and
assistants as it may deem necessary. A majority of the members of
said Committee shall constitute a quorum. The Board shall
designate the Chairman of the Executive Committee.
Section 15. The Board of Directors is authorized to select
such depositaries as they shall deem proper for the funds of the
Corporation. All checks and drafts against such deposited funds
shall be signed and countersigned by officers or persons to be
specified by the Board of Directors or the Executive Committee.
Section 16. The corporate seal of the Corporation shall be
in such form as the Board of Directors shall prescribe.
Section 17. Either the Board of Directors or the
stockholders may alter or amend these By-Laws at any meeting duly
held as above provided, the notice of which includes notice of
the proposed amendment.
CERTIFICATE
I, the undersigned Assistant Secretary of New Orleans Public
Service Inc., do hereby certify that the above and foregoing is a
true and correct copy of the said Corporation's By-Laws after
giving effect to all amendments made through the date of this
Certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Corporation on this 24th day of July, 1989.
/s/ N. J. Briley
Assistant Secretary
*As amended:
Section 1, January 21, 1929, April 12, 1944, and May 16, 1962,
and January 23, 1984.
Section 2, June 21, 1937.
Section 3, June 21, 1937.
Section 5, June 21, 1937.
Section 7, May 21, 1923, and June 24, 1936.
Section 9, December 16, 1935, January 25, 1954, May 20, 1959,
May 28, 1962, September 19, 1980, and July 24, 1989.
Section 10, November 25, 1935 and October 26, 1981.
Section 11, June 19, 1933.
Consent of Stockholder
of
New Orleans Public Service Inc.
This Consent is executed, pursuant to the provisions of Louisiana
Law, and particularly, but not by way of limitation, Section 76
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, by Entergy Corporation, the holder of all the issued and
outstanding common stock of New Orleans Public Service Inc., in
lieu of an annual meeting of stockholders.
Pursuant to authority granted under the provisions of the
statutes of the State of Louisiana, the first paragraph of
Article SIXTH of the Restatement of Articles of Incorporation, as
amended, of New Orleans Public Service Inc. is amended to read as
follows:
"SIXTH: The corporate power of this Corporation shall
be vested in, and exercised by, a Board of Directors to
be composed of not less than three (3) nor more than
fifteen (15) persons, to be elected annually at a
meeting of stockholders to be held on any date selected
by the stockholders. The number of persons, within the
foregoing limits, to compose the Board of Directors at
any given time, shall be fixed either by the
stockholders or by the Board of Directors. A majority
of the Board of Directors shall constitute a quorum for
the transaction of business unless the By-Laws of this
Corporation, adopted by the Board of Directors, shall
provide for a lesser number."
Pursuant to authority granted under the provisions of the
statutes of the State of Louisiana and by Section 17 of the By-
laws of New Orleans Public Service Inc., the first paragraph of
Section 9 of the By-laws of New Orleans Public Service Inc. is
amended to read as follows:
"*Section 9. The affairs of the Corporation shall be
managed by a Board consisting of not less than three
(3) nor more than fifteen (15) directors, who shall be
elected annually by the stockholders by ballot, to hold
office until their successors are elected and
qualified. The number of persons, within the foregoing
limits, to compose the Board of Directors at any given
time shall be fixed by either the stockholders or by
the Board of Directors. The stockholders at any
meeting, by a majority vote of all the outstanding
Common Stock, may remove any director and fill the
vacancy. Vacancies in the Board of Directors or in the
offices, except vacancies in the Board of Directors
caused by an increase in the number of directors, may
be filled by the Board at any meeting. Vacancies in
the Board of Directors arising from an increase in the
number of directors shall be filled at the annual
meeting or at a special meeting of stockholders called
for that purpose. The Board of Directors shall have
power and authority to authorize the payment of
compensation to the directors for services to the
Corporation, including fees for attendance at meetings
of the Board of Directors, of the Executive Committee
and all other committees, and to determine the amount
of such compensation or fees."
Pursuant to the authority granted by Article SIXTH of the
Restatement of Articles of Incorporation as amended, of New
Orleans Public Service Inc., the number of directors of New
Orleans Public Service Inc. is fixed at four (4) and the
following four (4) individuals are hereby nominated and elected
to serve as the directors constituting the Board of Directors of
New Orleans Public Service Inc., until their successors shall be
elected and qualified:
John J. Cordaro
Jerry D. Jackson
Edwin Lupberger
Jerry L. Maulden
The corporate acts (including any and all applications to release
property from the lien of the 1944 Mortgage and Deed of Trust to
The Bank of New York and W. T. Cunningham, successor Trustees and
the 1987 Mortgage and Deed of Trust to the Bank of Montreal Trust
Company and Mark F. McLaughlin, successor Trustees) and actions
taken by the Board of Directors and officers of the Company since
the annual meeting of stockholders held on May 24, 1993, be and
they hereby are, ratified and approved.
IN WITNESS WHEREOF, this Consent has been executed on this 5th
day of May, 1994.
ENTERGY CORPORATION
By: /s/ Edwin Lupberger
Chairman of the Board and
Chief Executive Officer