Exhibit 3(a)
BYLAWS
OF
ARKANSAS POWER & LIGHT COMPANY
AS OF
SEPTEMBER 11, 1992
BYLAWS
OF
ARKANSAS POWER & LIGHT COMPANY
ARTICLE I
OFFICES
The principal business office of the Company shall be in
Little Rock, Arkansas.. The Company may also have offices at
such other places as the Board of Directors may from time to time
designate.
ARTICLE II
SHAREHOLDERS
Section 1. PLACE OF HOLDING MEETINGS. Meetings of the
shareholders shall be held in the offices of the Company in the
City of Little Rock, State of Arkansas; or may be held at other
places in or outside the State of Arkansas.
Section 2. ANNUAL MEETINGS OF SHAREHOLDERS - ELECTION OF
DIRECTORS. The annual meeting of the shareholders for the
election of directors and the transaction of such other corporate
business as may properly come before such meeting, shall be held
on the third Wednesday in May unless such day is a legal holiday,
in which case such meeting shall be held on the first day
thereafter which is not a legal holiday, unless the shareholders
elect to hold the annual meeting on a substitute date.
At each annual meeting the shareholders entitled to
vote shall elect directors in the number provided by these Bylaws
to serve until the next annual meeting, unless there is arrearage
in the payment of preferred stock dividends as hereinafter
stated. If dividends payable on any shares of the Preferred Stock
at any time outstanding shall be in arrears in an amount equal to
or greater than the aggregate dividends accumulated on the
outstanding Preferred Stock in any period of twelve (12) months,
then the holders of the Preferred Stock, voting separately from
the holders of the Common Stock, shall be entitled to elect the
smallest number of directors necessary to constitute a majority
of the then authorized number of directors, and the remaining
directors shall be elected as first provided in this section;
provided that if and when accumulated and unpaid dividends on the
then outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, then at the next annual
meeting of the shareholders, or earlier at a special meeting of
the shareholders duly convened for such purpose, new directors
may be elected by the vote of the shareholders of the Company as
first provided in this section.
In the event of the failure to hold the annual meeting of
shareholders, or should be shareholders fail to elect directors
at the annual meeting, then in either case the director for the
ensuing year may be elected at a special meeting of the
shareholders called for such purpose.
At each annual meeting the shareholders may transact such
other corporate business as may properly come before said
meeting.
Section 3. SPECIAL MEETING OF SHAREHOLDERS. Special
meetings of the shareholders entitled to vote upon any matters
may be held upon call of the Chairman of the Board, the
President, the Board of Directors, the Executive Committee, or
shareholders holding at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the
proposed special meeting, provided that such shareholders deliver
to the Company's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be
held. Notice of special meetings shall be given in regular
manner.
Section 4. NOTICE OF SHAREHOLDERS Meetings. Written or
printed notice of all meetings of shareholders stating the date,
time, and place of the meeting and in the case of a special
meeting a description of the purpose or purposes for which the
meeting is being called shall be mailed by either the Chairman of
the Board, the President, or the Secretary to each shareholder of
record entitled to vote at his last known post office address, at
least ten (10) days and no more than sixty (60) days before the
meeting except as otherwise provided by law. Such notice shall be
deemed to be given when deposited in the mail, postage prepaid,
directed to the shareholder at his post office address as it
appeals on the records of the Company. For any meeting of
shareholders called to consider matters on which all the
shareholders are not entitled to vote, notice need not be sent to
those shareholders who are not entitled to vote at such meeting
but only to those shareholders of the class or classes entitled
to vote.
Section 5. QUORUM; VOTE REQUIRED FOR ACTION. A majority of
the votes entitled to be cast by the shareholders of the Company
representing a separate voting group must be present in person or
by proxy at each meeting of the shareholders to constitute a
quorum. A majority of the votes cast by a voting group shall
decide every question or matter submitted to the shareholders at
any meeting, unless otherwise provided by law or by the Amended
and Restated Articles of Incorporation.
Section 6. ADJOURNMENTS. Any meeting of shareholders,
annual or special, may adjourn from time to time to reconvene at
the same or some other place, and notice. need not be given of
any such adjourned meeting if the time and place thereof are
announced at the meeting in which the adjournment is taken. At
the adjourned meeting the Company may transact any business which
might have been transacted at the original meeting. If after the
adjournment a new record date is fixed for the adjourned meeting,
which must be done if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the
original meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the
meeting in the manner provided by these Bylaws.
Section 7. OFFICERS FOR SHAREHOLDERS MEETINGS. Meetings
of. shareholders shall be presided over by (in the order
following) the Chairman of the Board, the President, or such
officer as may be named for the purpose by resolution of the
Board of Directors, or if no such officer is present, by a
Chairman elected at the meeting. The Secretary of the Company
shall act as Secretary of such meeting, if present. In his
absence or incapacity to serve, the presiding Chairman may
appoint a Secretary.
Section 8. PROXIES. Each shareholder entitled to vote at a
meeting of shareholders may authorize another person or persons
to act for him by proxy, but no such proxy shall be voted or
acted upon after eleven (11) months from its date, unless the
proxy provides for longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient at law to
support an irrevocable power. A shareholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy
or another duly executed proxy bearing a later date with the
Secretary of the Company. Proxies shall be dated and shall be
filed with the records of the meeting.
Section 9. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF
RECORD. In order that the Company may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect to any
change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than seventy (70)
days nor less than ten (10) days before the date of such meeting
nor more than seventy (70) days prior to any other action. If no
record date is flexed: (i) the record date for determining
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held; and (ii) the record date for
determining shareholders for any other purpose shall be at the
close of business on the date on which the Board of Directors
adopts a resolution relating thereto. A determination of
shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, the Board of Directors may fix a new
record date for the adjourned meeting, which it must do if the
meeting is adjourned to a date more than one hundred and twenty
(120) days after the date fixed for the original meeting.
Section 10. LIST OF SHAREHOLDERS ENTITLED TO VOTE. After
fixing the record date for a meeting, the Secretary shall prepare
an alphabetical listing of the names of all of the shareholders
of the Company who are entitled to notice of the shareholders'
meeting, which list must be arranged by voting group (and within
each voting group by class or series of shares) and must show the
address of and number of shares held by each such shareholder.
The shareholders list must be made available for inspection by
any shareholder, beginning two (2) business days after notice of
the meeting is given for which the list was prepared and
continuing through the meeting, at the Company's main office or
at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder, his agent, or attorney shall
be entitled on written demand to inspect and to copy the list
during regular business hours and during the period it is
available for inspection. The Company shall make the shareholders
list available at the meeting, any shareholder, his agent, or
attorney shall be entitled to inspect the list at any time during
the meeting or any adjournment thereof.
Section 11. INFORMAL ACTION BY SHAREHOLDERS. Unless
otherwise restricted by law or the Amended and Restated Articles
of Incorporation, any action required or permitted to be taken at
any annual or special meeting of the shareholders may be taken
without a meeting, without prior notice and without a vote, if
one or more written consents, setting forth the action taken,
shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. All written
consents executed by one or more shareholders shall be included
in the minutes or filed with the corporate records. Prompt notice
of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those
shareholders who have not consented in writing. In addition, if
it is required by law that notice of the proposed action be given
to nonvoting shareholders and the action is to be taken by
written consent of the voting shareholders, the Company must give
its nonvoting shareholders written notice of the proposed action
at least ten (10) days before the action is taken.
ARTICLE III
DIRECTORS
Section 1. NUMBER: GENERAL DUTIES: TERM; ELIGIBILITY: AND
REMOVAL. The number of directors constituting the Board of
Directors of this Company shall be eighteen (18).
Ownership of capital stock of the Company shall not be a
prerequisite to serving as a Director.
Any Director, who is also an officer (except the chief
executive officer or a former chief executive officer) or
employee of the Company, shall not be eligible for re-election
after the date of his retirement as an officer or employee of the
Company; however, he shall be permitted to complete the regular
term of the office as a Director which he is serving at the time
of his retirement. A Director who is or has previously been the
Company's chief executive officer at the time of his retirement
from active employment with the Company, or a Director who is not
an officer or employee of the Company, shall not be eligible for
re-election after his seventieth birthday, but he shall be
permitted to complete the regular term of office as a Director
which he is serving at the time he reaches his seventieth
birthday.
Directors shall continue to serve until their successors are
duly elected and qualified, unless prevented by death,
resignation or inability to serve or by removal as provided in
the Amended and Restated Articles of Incorporation.
Section 2. QUORUM: VOTE REQUIRED FOR ACTION. A majority of
the directors shall constitute a quorum at any meeting, except
when otherwise provided by law; provided, however, that a
majority of the directors present may adjourn any meeting, from
time to time, and the meeting may be held, as adjourned, without
further notice; if at least one-third (1/3) of the directors are
present at the meeting. Except in cases in which the Amended and
Restated Articles of Incorporation or these Bylaws provide
otherwise the vote 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.
Section 3. ORGANIZATION. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, if
any, or in his absence by a Vice Chairman of the Board, if any,
or in his absence by the President, or in their absence, by a
Chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the Chairman of the
meeting may appoint any person to act as secretary of the
meeting.
Section 4. MEETINGS AND NOTICES OF MEETINGS. Meetings of
the Board of Directors shall be held at the times fixed by
resolution of the Board, or upon call of the Chairman of the
Board, the President, or any two directors, and may be held at
any place within or without the State of Arkansas. The Secretary,
or an officer performing his duties, shall give reasonable notice
(which must be at least two (2) days' prior notice) of all
meetings of the directors called, 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 resolution of the Board. Meetings may be held at any time
without notice if all the directors are present, or if those not
present waive notice either before or after the meeting.
Section 5. FEES AND COMPENSATION OF DIRECTORS. The Board of
Directors shall have the power to authorize the payment of
compensation to the directors for services to the Company,
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 and fees.
Section 6. ELECTION OF OFFICERS. The Board of Directors, as
soon as may be after the election of directors in each year,
shall elect officers to serve until the next annual meeting of
the shareholders and until their successors in office are elected
and qualified. The officers to be so elected are:
(a) President (who shall be a Director
of the Company and who may also
be Chairman of the Board).
(b) Vice President.
(c) Treasurer.
(d) Secretary.
The Board of Directors may also elect a Chairman of the
Board (who shall be a Director of the Company and who may also be
President), one or more Executive Vice Presidents, one or more
Senior Vice Presidents, one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries.
The Board of Directors may also, from time to time, appoint
such other officers and give them such duties as the Board may
deem proper. The same person may be elected to more than one
office.
Section 7. SALARIES OF OFFICERS. The Board of Directors
shall fix salaries and compensation to be paid to officers of the
Company or shall designate such person who shall be authorized to
fix salaries and compensation to be paid to officers of the
Company.
Section 8. VACANCIES. Vacancies occurring among the
directors shall be filled as provided in the Amended and Restated
Articles.
Section 9. INFORMAL ACTION BY DIRECTORS. Unless otherwise
restricted by the Amended and Restated Articles of Incorporation
or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes or
proceedings of the Board or committee. Action taken under this
section of the Bylaws is effective when the last director signs
the consent, unless the consent specifies a different effective
date.
Section 10. TELEPHONIC MEETINGS PERMITTED. Members of the
Board of Directors, or any committee designated by the Board, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can
simultaneously hear each other, and participation in a meeting
pursuant to this Bylaw shall constitute presence in person at
such meeting.
Section 11. GENERAL POWERS OF DIRECTORS. The Board of
Directors shall have the power to manage the business of the
Company and, subject to the restrictions imposed by law and by
the Amended and Restated Articles of Incorporation, may exercise
all the powers of the Company.
ARTICLE IV
COMMITTEES
Section 1. EXECUTIVE COMMITTEES. The Board of Directors,
after their election in each year, may appoint an Executive
Committee to consist of the Chief Executive Officer and such
additional number of directors as the Board may from time to time
determine. Such Committee shall have and may exercise all the
powers of the Board during the intervals between its meetings,
which may be lawfully delegated, subject to such limitations as
may be provided by resolution of the Board. 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. The Board may
from time to time determine by resolution the number of members
of such committee required to constitute a quorum.
Section 2. OTHER COMMITTEES. The Board of Directors may by
resolution appoint other committees of directors to perform such
duties and take such action as may be lawfully delegated and as
the Board may authorize and direct. The Board shall have the
power at any time to change the membership of such committees, to
fill vacancies in committee personnel and rescind the power and
authority of such committees.
Section 3. MINUTES OF MEETINGS. All committees shall keep
regular minutes of their proceedings and report the same to the
Board of Directors.
Section 4. EX-OFFICIO MEMBERS. The Chairman of the Board of
Directors and the President of the Company shall both be ex-
officio members of each duly appointed committee.
Section 5. COMMITTEE RULES. Unless the Board of Directors
otherwise provides, each committee designated by the Board of
Directors may make, alter, and repeal rules for the conduct of
its business. In the absence of such rules, each committee shall
conduct its business in the same manner as the Board of Directors
conduct its business pursuant to Article III of these Bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Company shall be a
President one or more Vice Presidents, a Secretary, a Treasurer,
and such Assistant Secretaries and Assistant Treasurers as the
Board of Directors may elect. The Board of Directors may from
time to time elect such other officers as they may deem proper.
The same person may be elected or appointed to more than one
office. All officers shall serve from their election until the
next annual meeting of the shareholders and until their
successors in office are elected and qualified, unless they shall
resign, become disqualified, or be removed.
Section 2. DUTIES. The officers of the Company shall have
such duties, except as modified by the Board of Directors, as
generally pertain to their offices respectively, as well as such
powers and duties provided in these Bylaws and as may from time
to time be conferred by the Board of Directors.
Section 3. RESIGNATION: REMOVAL: VACANCIES. Any officer may
resign at any time upon written notice to the Company. The Board
of Directors may remove any officer with or without cause at any
time, but such removal shall be without prejudice the contractual
rights of such officer, if any, with the Company. Any vacancy
occurring in any office of the Company by death, resignation,
removal or otherwise may be filled for the unexplored portion of
the term by the Board of Directors at any regular or special
meeting.
ARTICLE VI
CAPITAL STOCK
Section 1. CERTIFICATES OF STOCK. Certificates of stock of
the Company must bear the corporate seal of the Company and shall
be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer, the Secretary, or an
Assistant Secretary of the Company, but when any such certificate
is signed by a Transfer Agent or Registrar, the signature of any
such corporate officer and the corporate seal upon such
certificate may be facsimiles, engraved or printed. The stock of
the Company shall be transferable or assign able on the books of
the Company by the holders in person or by attorney on the
surrender of the certificates therefore duly endorsed. The Board
3f Directors may appoint one or more transfer agents and
registrars of the stock.
Section 2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES:
ISSUANCE OF NEW CERTIFICATES. The company may issue a new
certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen, or destroyed,
and the Company may require the owner of the lost, stolen, or
destroyed certificate, or his legal representative, to give the
Company a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new
certificate.
Section 3. CLASSES OF STOCK - DESIGNATION. If the Company
shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and
relative, participating, option or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights shall
be set forth in full or summarized on the face or back of the
certificate which the Company shall issue to represent such class
or series of stock, provided, that except as otherwise provided
by Arkansas law, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate which the
Company shall issue to represent such class or series of stock, a
statement that the Company will furnish without charge to each
shareholder who so requests the designations, preferences and
relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights.
Section 4. DIVIDENDS. The directors may declare dividends
upon the capital stock of the Company as and when they deem
advisable and according to law.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Section 1. RIGHT TO INDEMNIFICATION. Each person (including
here and hereinafter, the heirs, executors, administrators, or
estate of such person) (1) who is or was a director or officer of
the Company, (2) who is or was an employee of the Company other
than an officer, (3) who is or was an agent of the Company and
whom the Corporation has expressly agreed to indemnify, or (4)
who is or was serving at the request of the Company as a
director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Company as of right to the fullest extent
permitted or authorized by the Arkansas Business Corporation Act
of 1987 (sometimes referred to herein as the "1987 Act") or
subsequent legislation (but in the case of any such subsequent
legislation, only to the extent that it permits the Company to
provide broader indemnification rights than permitted prior to
such legislation), against any liability or expense, awarded or
assessed against him, or incurred by him, or paid or to be paid
by him in settlement thereof, in his capacity as such director,
officer, employee or agent,. or arising out of his status as such
director, officer, employee, or agent, including expenses and
amounts paid by him in settlement of any proceeding asserted or
brought against him by or in the right of any person, including
the Company, in any such capacity or arising out of his status as
such. Each director, officer, employee, or agent of the Company
to whom indemnification rights under this Article VII have been
or may be granted is referred to herein as an "Indemnified
Person".
The Board of Directors may, upon approval of such director,
officer, employee, or agent of the Company, authorize the
Company's counsel to represent such person in any proceeding,
whether or not the Company is a party to such proceeding.
Notwithstanding the foregoing, except as specified in
Section 3 of this Article, the Company shall indemnify an
Indemnified Person in connection with a proceeding (or part
thereof) initiated by such Indemnified Person only if
authorization for such proceeding (or part thereof) was not
denied by the Board of Directors of the Company prior to sixty
(60) days after receipt by the Company of written notice thereof
from such person.
Section 2. ADVANCEMENT OF EXPENSES. Costs, charges and
expenses incurred by a director, officer or employee in defending
a proceeding shall be paid by the Company to the fullest extent
permitted or authorized by the applicable Arkansas Act pursuant
to Section 1 of this Article or subsequent legislation (but in
the case of any such subsequent legislation, only to the extent
that it permits the Company to provide broader rights to advance
costs, charges and expenses than permitted prior to such
legislation) in advance of the final disposition of such
proceeding, within fourteen (14) days after the receipt by the
Company of a written statement from such director, officer or
employee requesting such an advancement together with an
undertaking, if required by law at the time of such advance, by
or on behalf of the person seeking such advance, to repay all
amounts so advanced in the event that it shall ultimately be
determined that such person is not entitled to be indemnified by
the Company as authorized in this Article. In the case of agents
of the Company, advancements of costs, charges and expenses may
be made upon such other terms and conditions as the Board of
Directors may deem appropriate.
Section 3. PROCEDURE FOR INDEMNIFICATION AND OBTAINING
ADVANCEMENT OF EXPENSES. Any indemnification of liabilities and
expenses or advancement of expenses under this Article shall be
made promptly, and, in the case of indemnification, in any event
within sixty (60) days of receipt by the Company of the written
request of the Indemnified Person, or, in the case of advancement
of expenses, as set forth in Section 2 of this Article. If the
Company denies such request in whole or in part or if no
disposition thereof is made within the applicable time limit or
if the Company otherwise fails to provide indemnification or
advancement as provided for in this Article, and despite any
contrary determination by or on behalf of the Company in the
specific case, the Indemnified Person may enforce his right to
indemnification or advancement, or both, in an appropriate
proceeding brought in a court of competent jurisdiction and shall
be entitled to such indemnification or advancement, or both, as
the court shall by order direct. Such person's reasonable
expenses in obtaining court-ordered indemnification or.
advancement shall be reimbursed by the Company. No such contrary
determination by or on behalf of the Company shall be a defense
to such proceeding or create a presumption. that the claimant has
not met the applicable standard of conduct, if any, for
indemnification or for an advancement pursuant to Section 1 or
Section 2 of this Article. It shall be a defense to any such
action that the claimant has not met the applicable standard of
conduct, if any, pursuant to Section 1 or Section 2 of this
Article.
Section 4. OTHER RIGHTS: CONTINUATION OF RIGHT TO
INDEMNIFICATION AND ADVANCEMENTS. The rights to indemnification
and to advancements provided by this Article shall not be deemed
exclusive of any other or further rights to which a person
seeking indemnification or advancements may be entitled under any
law (common or statutory), agreement, vote of shareholders or
disinterested directors or otherwise, either as to action taken
or omitted to be taken in his official capacity or as to action
taken or omitted to be taken in another capacity while holding
office or while employed by or acting as agent for the Company,
and shall continue as to an Indemnified 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. All rights to indemnification and to advancements of
expenses under this Article shall be deemed to be a contract
between the Company and each Indemnified Person. Any repeal or
modification of this Article or any repeal or modification of
relevant provisions of the applicable Arkansas Business
Corporation Act or any other applicable law shall not m any way
diminish any right to indemnification or to advancement of
expenses of such Indemnified Person, or the obligations of the
Company, arising hereunder for claims relating to matters
occurring prior to such repeal or modification.
Section 5. INSURANCE AND OTHER ARRANGEMENTS. The Company
may maintain insurance, at its expense, to protect itself and/or
any person who is or was or has agreed to become a director,
officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or
other enterprise against any liability asserted against him or
incurred by him or on his behalf in any such capacity, or arising
out of his status as such, whether or not the Company would have
the legal power to directly indemnify him against such liability.
The Company may also obtain a letter of credit, act as self-
insurer, create a reserve, trust, escrow, cash collateral or
other fund or account, enter into indemnification agreements,
pledge or grant a security interest in any asset or properties of
the Company, or use any other mechanism or arrangement whatsoever
in such amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate for
the protection of any or all such persons.
Section 6. SEPARABILITY. If this Article or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Company shall be nevertheless
indemnify each director and officer, and each employee and agent
of the Company as to whom the Company has agreed to grant
indemnity, as to liabilities and expenses, and amounts paid or to
be paid in settlement with respect to any proceeding, including
an action by or in the right of the Company, to the full extent
permitted by any applicable portion of this Article that shall
not have been invalidated and to the full extent permitted by
applicable law.
Section 7. TERMS. For purposes of this Article and in each
case without limiting the generality thereof, the term "other
enterprises" includes employee benefit plans; the term "expenses"
includes reasonable counsel fees; the term "liability" includes
obligations to pay a judgment, settlement, penalty, fine
(including an excise tax assessed on a person with respect to any
employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding; the term "proceeding"
includes any threatened, pending, or completed action, suit, or
other type of proceeding, whether civil, criminal,
administrative, or investigative; and the term "serving at the
request of the Company" includes any service as a director,
officer, employee or agent of the Company that imposes duties on
or involves services by such persons, including duties relating
to an employee benefit plan and its participants or
beneficiaries.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. DEPOSITARIES. The Board of Directors is
authorized to select such depositaries as it shall deem proper
for the funds of the Company, or may authorize the proper
officers of the Company to do so. Checks and drafts against such
deposited funds shall be signed and countersigned by officers or
persons to be specifically specified by the Board of Directors.
Section 2. WAIVERS. Whenever under the provisions of these
Bylaws or of any law the shareholders or directors are authorized
to hold any meeting or take any action after notice or after the
lapse of any prescribed period of time, such meeting or action
may be held or taken without notice and without such lapse of
time, on written waiver of such notice and lapse of time signed
by every person entitled to such notice who did not properly
receive such notice or by his attorney or attorneys thereunto
authorized, either before or after the meeting or action to which
such notice relates. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, unless the person
at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and with respect to
directors does not vote for or assent to the action taken. In
addition, with respect to shareholders, attendance of a person at
a meeting shall constitute a waiver of objection to consideration
of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the
person objects to considering the matter when it is presented.
All waivers of notice shall be filed with the minutes of the
meeting.
Section 3. EXECUTION OF CHECKS, NOTES, ETC. All checks and
drafts on the Company's bank accounts and all bills of exchange,
promissory notes, acceptances, obligations and other instruments
for the payment of money shall be signed by the President or any
Vice President and by the Treasurer or any Assistant Treasurer,
or shall be signed by such other officer or officers, person or
persons, as shall be thereunto authorized by the Board of
Directors or the Executive Committee, or shall be signed by such
officer or officers, person or persons, as shall be thereunto
authorized in the indenture relating to a security issued by the
Company provided that when specifically authorized by the Board
of Directors, the signature of any corporate officer or other
person and the corporate seal upon instruments described above
may be facsimile, engraved or printed.
Section 4. CORPORATE SEAL. The corporate seal of the
Company shall be in such form as required by law and 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.
Section 5. DIRECTORS EMERITUS AND ADVISORY DIRECTORS. Any
individual who shall have served as a Director of this Company
may by action of either the shareholders or the Board of
Directors be declared to be a Director Emeritus for the remainder
of his natural life as recognition of the past services rendered
to the Company. A Director Emeritus, as such, shall not have the
right to vote at meetings of the Board of Directors. A Director
Emeritus shall receive from the Company such remuneration as
shall be fixed by the Board of Directors.
Any individual who shall have served as a Director of this
Company may by action of either the shareholders or the Board of
Directors be declared to be an Advisory Director who shall serve
for a term not exceeding one (1) year from the date of his
election. An Advisory Director, as such, shall not have the right
to vote at meetings of the Board of Directors. An Advisory
Director shall receive from the Company such remuneration as
shall be fixed by the Board of Directors.
Section 6. INSPECTION OF BYLAWS. A copy of the Bylaws, with
all amendments thereto, shall at all times be kept in a
convenient place at the main office of the Company, and shall be
open for inspection to all shareholders during normal business
hours.
Section 7. INTERESTED DIRECTORS AND OFFICERS: QUORUM. No
contract or transaction between the Company and one or more of
its directors or officers, or between the Company and any other
company, partnership, association, or other organization in which
one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such
purposes, if: (l) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
known to the Board of Directors or the committee, and the Board
or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested
directors; provided, however, that the contract or transaction
may not be authorized, approved, or ratified by a single
director; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
a vote of the shareholders; or (3) the contract or transaction is
fair to the Company. If a majority of the disinterested directors
vote to authorize, approve, or ratify the contract or
transaction, a quorum shall be deemed present for purpose of
taking action under this Section 7. If the contract or the
transaction is approved by shareholders, the shares owned by or
voted under the control of an interested director or an
interested company, partnership, association, or other
organization in which one or more of the Company's directors or
officers are directors or officers, or have a financial interest,
shall not be counted in the vote of shareholders. The vote of
such shares, however, shall be counted in determining whether the
transaction or contract is approved under the Amended and
Restated Articles of Incorporation or the Arkansas Business
Corporation Act of 1981. A majority of the shares that are
entitled to be counted in a vote on the transaction or contract
under this Section 7 constitutes a quorum for the purpose of
taking action under this Section 7.
Section 8. FORM OF RECORDS. Any records maintained by the
Company in the regular course of its business, including a stock
ledger, books of account, and minute books, may be kept on, or by
in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Company shall so
convert any records so kept upon the request of any person
entitled to inspect the same.
Section 9. AMENDMENT OF BYLAWS. Except as otherwise
provided by law and the Articles of Incorporation, these Bylaws
may be amended, changed or altered by either the shareholders or
Board of Directors at a duly convened meeting, the notice of
which includes notice of the proposed amendment, change or
alteration.
Consent of Stockholder
of
Arkansas Power & Light Company
This Consent is executed, pursuant to the provisions of Ark. Code
Ann. Section4-27-704 (Repl. 1991) by Entergy Corporation, the
holder of all the issued and outstanding common stock of Arkansas
Power & Light Company, in lieu of a meeting of stockholders.
Pursuant to authority granted under the provisions of the
statutes of the State of Arkansas and by the Bylaws of Arkansas
Power & Light Company, the first paragraph of Section 1 of
Article III of the Bylaws of Arkansas Power & Light Company is
amended to read as follows:
"Section 1. NUMBER; GENERAL DUTIES; TERM; ELIGIBILITY; AND
REMOVAL. 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 (15)."
Pursuant to the authority granted by Article EIGHTH (a) of the
Amended and Restated Articles of Incorporation of Arkansas Power
& Light Company, the number of directors of Arkansas Power &
Light Company is fixed at six (6) and the following individuals
are hereby nominated and elected to serve as the directors
constituting the Board of Directors of Arkansas Power & Light
Company until their successors shall be elected and qualified:
Michael B. Bemis
Donald C. Hintz
Jerry D. Jackson
R. Drake Keith
Edwin Lupberger
Jerry L. Maulden
The corporate acts and actions taken by the Board of Directors
and officers of the Company since the annual meeting of
stockholders held on May 26, 1993, be and 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
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
Unanimous Written Consent of the
Board of Directors of Entergy Arkansas, Inc.
The undersigned, being all the Directors of Entergy
Arkansas, Inc., an Arkansas corporation (the "Corporation"), do
hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of Ark. Code Ann. 4-27-821, do
hereby take the following action without a meeting and consent to
such action by our execution of this consent, intending it to
have the same force and effect as a unanimous vote at a meeting:
RESOLVED, that Section 6 of Article III of the bylaws
of the Corporation be deleted and replaced with the
following Section 6:
"Section 6. Election of Officers. The Board
of Directors shall elect officers of the
Corporation as designated in Article V of
these bylaws.
RESOLVED, that Article III of the bylaws of the
Corporation be amended by adding an additional Section
12 thereto which shall be and read as follows:
"Section 12. Chairman of the Board. The
Board of Directors shall designate one of its
members as Chairman of the Board. The
position of Chairman of the Board is not an
officer position; therefore, the Chairman of
the Board need not be an officer of the
Corporation."
RESOLVED, that Article V of the Bylaws of the Corporation be
deleted and replaced with the following Article V:
ARTICLE V.
OFFICERS.
Section 1. 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, Vice Chairman,
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. To the extent permitted
by the laws of the State of Arkansas, individuals
may occupy more than one office.
Section 2. President. The President shall
perform duties incident to the office of a
president of a corporation and such other duties
as from time to time may be assigned to him 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 by the Board of Directors
or the Executive Committee, or as may be delegated
to him by 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 bylaws; 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; may
sign, with the Chairman of the Board, a Vice
Chairman, the President or a Vice President,
certificates of stock of the Corporation; and, in
general, shall perform all duties incident to the
office of a 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, a 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 name,
alphabetically arranged, of all persons who are
stockholders of the Corporation, showing their
places of residence, the number of shares held by
them respectively, and the time when they
respectively became the owners thereof.
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 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 under the direction of the Board; 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; may sign,
with the Chairman of the Board, a Vice Chairman,
the President or a Vice President, certificates of
stock 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, a 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 for the
unexpired portion of the term 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 one absent 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, a 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.
RESOLVED, That Wayne Leonard be, and he hereby is, elected
Chairman of the Board of the Corporation.
RESOLVED, That an Executive Committee be elected consisting
of Messrs. Leonard (Chairman), Maulden and Jackson.
RESOLVED, That Cathy Cunningham, Richard P. Herget, Jr.,
Tommy H. Hillman, Raymond P. Miller, Sr., William C. Nolan,
Jr., Woodson D. Walker, Gus B. Walton, Jr. and Michael E.
Wilson be, and they hereby are, elected Advisory Directors
of the Company to serve until the next election of Advisory
Directors and until their successors are elected and
qualified.
RESOLVED, That Coopers & Lybrand be, and they hereby are,
appointed as independent accountants of the Company to
perform the audit of the Company's books for the year 1998.
RESOLVED, That the Approval Authority Policy, as attached,
be, and it hereby is, approved.
RESOLVED, That the following persons be, and they hereby
are, elected to the offices set opposite their names to
serve until the next election of officers and until their
successors are elected and qualified:
Wayne Leonard Chief Operating Officer
Jerry L. Maulden Vice Chairman
R. Drake Keith President
William D. Bandt Executive Vice President-Retail
Services
Frank F. Gallaher Executive Vice President and Chief
Utility Operating Officer
Donald C. Hintz Executive Vice President and Chief
Nuclear Operating Officer
Jerry D. Jackson Executive Vice President and Chief
Administrative Officer
C. John Wilder Executive Vice President and Chief
Financial Officer
C. Gary Clary Senior Vice President-Human Resources
and Administration
Naomi A. Nakagama Senior Vice President-Finance and
Treasurer
Michael G. Thompson Senior Vice President, General
Counsel and Secretary
Cecil L. Alexander Vice President-State Governmental
Affairs
Louis E. Buck, Jr. Vice President, Chief Accounting
Officer and Assistant Secretary
Steven C. McNeal Vice President-Corporate Finance and
Assistant Treasurer
C. Hiram Walters Vice President-Customer Service
Laurence M. Hamric Assistant Secretary
Shirley A. Hunter Assistant Secretary
Christopher T. Screen Assistant Secretary
Bruce A. Dennis Assistant Treasurer
Effective Date: July 6, 1998
_______________________ _______________________
Frank F. Gallaher R. Drake Keith
_______________________ _______________________
Donald C. Hintz Wayne Leonard
_______________________ _______________________
Jerry D. Jackson Jerry L. Maulden