Exhibit 3(d)
BY-LAWS
OF
MISSISSIPPI POWER & LIGHT COMPANY
AS OF DECEMBER 10, 1993
SECTION 1 - The Annual Meeting of the Stockholders of the
Corporation for the election of Directors and such other
business as shall property come before such meeting shall be
held at the office of the Corporation in the City of Jackson,
Mississippi, on the fourth Thursday in May in each year, at
ten o'clock in the morning, unless such day is a legal
holiday in the State of Mississippi, in which case such
meeting shall be held oo the first day thereafter which is
not a legal holiday, or at such other place within or without
the State of Mississippi and at such other time as the Board
of Directors may by resolution designate.
SECTION 2 - Special Meetings of the Stockholders may be held
at the principal office of the Corporation in the City of
Jackson, Mississippi, or at such other place or places as the
Board of Directors may from time to time determine.
SECTION 3 - Special Meetings of the Stockholders of the
Corporation may be held upon the order of the Chairman of the
Board, the Board of Directors, the Executive Committee, or of
Stockholders of record holding one-tenth of the outstanding
stock entitled to vote at such meetings.
SECTION 4 - Notice of every meeting of Stockholders shall be
given in the manner provided by law to each Stockholder
entitled thereto unless waived by such Stockholder.
SECTION 5 - The holders of a majority of the outstanding
stock of the Corporation entitled to vote upon any matter to
be acted upon present in person or by proxy shall constitute
a quorum for the transaction of business at any meeting of
Stockholders but less than a quorum shall have power to
adjourn.
SECTION 6 - Certificates of stock shall be signed by the
President or a Vice President and the Secretary or an
Assistant Secretary, but where any such certificate is signed
by a Transfer Agent and by a Registrar, the signature of any
such officer or officers and the seal of the Company upon
such certificates may be facsimile, engraved or printed.
SECTION 7 - The stock of the Corporation shall be
transferable or assignable only on the books of the
Corporation by the holders in person or by attorney on the
surrender of the certificates therefor duly endorsed for
transfer.
SECTION 8 - The Board of Directors of the Corporation shall
consist of fifteen members. Each director shall hold office
until the next annual Meeting of Stockholders of the
Corporation and until his successor shall have been elected
and qualified. Directors need not be residents of the State
of Mississippi.
Meetings of the Board of Directors may be held within or
without the State of Mississippi, at the time fixed by
Resolution of the Board or upon the order of the Chairman of
the Board, the President, a Vice President, or any two
Directors. The Secretary or any other Officer performing his
duties shall give at least two days' notice of all meetings
of the Board of Directors in the manner provided by law,
provided however, a director may waive such notice in the
manner provided by law.
SECTION 9 - All Officers of the Corporation shall hold their
offices until their respective successors are chosen and
qualify, but any Officer may be removed from office at any
time by the Board of Directors.
SECTION 10 - The Officers of the Corporation shall have such
duties as usually pertain to their offices, except as
modified by the Board of Directors or the Executive
Committee, and shall also have such powers and duties as may
from time to time be conferred upon them by the Board of
Directors or the Executive Committee.
The Chairman of the Board shall be the Chief Executive
Officer of the Company, unless such title shall be otherwise
conferred by the Board, and the Chief Executive Officer shall
have supervision of the general management and control of its
business and affairs, subject, however, to the orders and
directions of the Board of Directors and of the Executive
Committee.
The Chairman of the Board shall preside at all meetings of
the Stockholders, Directors, and Executive Committees.
SECTION 11 - EXECUTIVE COMMITTEE - The Board of Directors may
elect, each year after their election, an Executive Committee
to be comprised of not less than three directors, the
Chairman of which shall be the Chairman and CEO of the
Company. The Vice Chairman and Chief Operating Officer of
the Company shall also be a member and the balance of the
membership shall be comprised of non-employee (outside)
directors. The Committee, when the Board is not in session,
shall have and exercise all of the power of the Board in the
management of the business and affairs of the Company within
limits set forth in the Executive Committee Charter.
SECTION 12 - OTHER COMMITTEES - From time to time the Board
of Directors, by the affirmative vote of a majority of the
whole Board may appoint other committees for any purpose or
purposes, and such committees shall have such powers as shall
be conferred by the Resolution of appointment.
SECTION 13 - INDEMNIFICATION
13.1 Definitions - In this bv-law:
(1) "Director mean an individual who is or was a
director of the Corporation or, unless the context
requires otherwise, an individual who, while a
director of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. A director is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Director" includes unless the context requires
otherwise, the estate of personal representative of
a director.
(2) "Employee" means an individual who is or was an
employee of the Corporation, or, unless the context
requires otherwise, an individual who, while an
employee of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An employee is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Employee" includes, unless the context requires
otherwise, the estate or personal representative of
an employee.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, or reasonable expenses
incurred with respect to a proceeding. Without any
limitation whatsoever upon the generality thereof,
the term "fine" as used in this Section shall
include (1) any penalty imposed by the Nuclear
Regulatory Commission (the "NRC"), including
penalties pursuant to NRC regulations, 10 CFR Part
21, (2) penalties or assessments (including any
excise tax assessment) with respect to any employee
benefit plan pursuant to the Employee Retirement
Income Security Act of 1974, as amended, or
otherwise, and (3) penalties pursuant to any
Federal, state or local environmental laws or
regulations.
(5) "Officer" means an individual who is or was an
officer of the Corporation, or, unless the context
requires otherwise, an individual who, while an
officer of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An officer is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires
otherwise, the estate or personal representative of
an officer.
(6) "Official capacity" means: (i) when usedwith
respect to a director, the office of director in
the Corporation; and (ii) when used with respect to
an individual other than a director as contemplated
in Section 13.7, the office in the Corporation held
by the officer or the employment undertaken by the
employee on behalf of the Corporation. "Official
capacity" does not include service for any other
foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan or
other enterprise, including charitable, non-profit
or civic organizations.
(7) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or
respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or
completed action suit or proceeding, whether civil,
criminal, administrative or investigative and
whether formal or informal.
13.2 Authority to Indemnify
(a) Except as provided in subsection (d), the Corporation
shall indemnify an individual made a party to a
proceeding because he is or was a director aqainst
liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed:
(i) In the case of conduct in his official capacity
with the Corporation, that his conduct was in
its best interests; and
(ii) In all other cases, that his conduct was at
least not opposed to its best interests, and
(3)In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful
(b) A director's conduct with respect to an employee benefit
plan for a purpose he reasonably believed to be in the
interest of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that
the director did not meet the standard of conduct
described in this section.
(d) The corporation shall not indemnify a director under
this section:
(1)In connection with a proceeding by or in the right
of the Corporation in which the director was
adjudged liable to the Corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not
involving action in his official capacity, in which
he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
Corporation is limited to reasonable expenses incurred
in connection with the proceeding.
(f) The Corporation shall have power to make any further
indemnity, including advance of expenses, to and to
enter contracts of indemnity with any director that may
be authorized by the articles of incorporation or any
bylaw made by the shareholders or any resolution
adopted, before or after the event, by the shareholders,
except an indemnity against his gross negligence or
willful misconduct. Unless the articles of
incorporation, or any such bylaw or resolution provide
otherwise, any determination as to any further indemnity
shall be made in accordance with subsection (b) of
Section 13.6. Each such indemnity may continue as to a
person who has ceased to have the capacity referred to
above and may inure to the benefit of the heirs,
executors and administrators of such person.
13.3 Mandatorv Indemnification
The Corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a
director of the Corporation against reasonable expenses
incurred by him in connection with the proceeding.
13.4 Advance for Expenses
(a) The Corporation shall pay for or reimburse thereasonable
expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the
proceeding if:
(1)The director furnishes the Corporation a written
affirmation of his good faith belief that he has met
the standard of conduct described in Section 13.2;
(2)The director furnishes the Corporation a written
undertaking, executed personally or on his behalf,
to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and
(3)A determination is made that the facts then known to
those making the determination would not preclude
indemnification under these By-Laws.
(b) The undertaking required by subsection (a)(2) must be an
unlimited general obligation of the director but need
not be secured and may be accepted without reference to
financial ability to make repayment.
(c) Determinations and authorizations of payments under this
section shall be made in the manner specified in Section
13.6.
13.5 Court-Ordered Indemnification
A director of the Corporation who is a party to a proceeding
may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction as
provided by law
13.6 Determination and Authorization of Indemnification
(a) The Corporation may not indemnify a director under
Section 13.2 unless authorized in the specific case
after a determination has been made that indemnification
of the director is permissible in the circumstances
because he has met the standard of conduct set forth in
Section 13.2
(b) The determination shalI be made:
(1)By the Board of Directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding;
(2)If a quorum cannot be obtained under subsection (b)
(1), by majority vote of a committee duly designated
by the Board of Directors (in which designation
directors who are parties may participate),
consisting solely of two (2) or more directors not
at the time parties to the proceeding;
(3)By special legal counsel:
(i) Selected by the Board of Directors or ts
committee in the manner prescribed in
subsection (b) (1) or (b) (2); or
(ii) If a quorum of the Board of Directors cannot be
obtained under subsection (b) (1) and a
committee cannot be designated under subsection
(b) (2), selected by a majority vote of the
full Board of Directors (in which selection
directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same
manner as the determination that indemnification is
permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (b) (3) to
select counsel.
13.7 Indemnification of Officers, Employees and Agents
(1) An officer of the Corporation who is not a director is
entitled to mandatory indemnification under Section
13.3, and is entitled to apply for court-ordered
indemnification under Section 13.5, in each case to the
same extent as a director; and
(2) The Corporation shall indemnify and advance expenses
under these By-Laws to an officer or employee of the
Corporation who is not a director to the same extent as
to a director as provided under Sections 13.2, 13.4 and
13.6.
13.8 Insurance
If authorized by the Board of Directors, the Board of
Directors of Middle South Utilities. Inc. and/or otherwise
property authorized, the Corporation shall purchase and
maintain insurance on behalf of an individual who is or was a
director, office, or employee of the Corporation against
liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer or
employee, whether or not the Corporation would have power to
indemnify him against the same liability under Sections 13.2
or 13.3. If further authorized as provided in this
subsection, the Corporation shall purchase and maintain such
insurance on behalf of an individual who is or was a
director, officer or employee who, while a director, officer
or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, including charitable,
non-profit or civic organizations, whether or not the
Corporation would have power to indemnify him against the
same liability under Sections 13.2 or 13.3.
13.9 Application of By-Law
(a) This By-Law does not limit the Corporations power to pay
or reimburse expenses incurred by a director, officer or
employee in connection with his appearance as a witness
in a proceeding at a time when he has not been made a
named defendant or respondent to the proceeding.
(b) The foregoing rights shall not be exclusive of other
rights to which any director, officer or employee may
otherwise be entitled.
(c) The foregoing shall not limit any right or power of the
Corporation to provide indemnification as allowed by
statute or otherwise.
13.10 Rights Deemed Contract Rights
All rights to indemnification and to advancement of expenses
under these By-Laws shall be deemed to be provided by a
contract between the Corporation and the director, officer or
employee who serves in such capacity at any time while these
By-Laws are in effect. Any repeal or modification of this
By-Law shall not affect any rights or obligations then
existing.
SECTION 14 - The Board of Directors may alter or amend these
by-laws at any meeting duly held as herein provided.
Mississippi Power & Light Company
Action of Stockholders
Pursuant to Section 79-4-7.04 and Section79-4-10.20 of the
Mississippi Code of 1972, the undersigned Entergy Corporation,
being the owner of all issued and outstanding shares of the
common stock of Mississippi Power & Light Company, hereby adopts
the following resolutions as the action of stockholders:
RESOLVED, That the first sentence of Section 8 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 8 - Notwithstanding any other provision
in these bylaws of the Corporation to the
contrary, the stockholders 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)."
RESOLVED, That the first sentence of Section 11 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 11 - EXECUTIVE COMMITTEE - The Board of
Directors may elect an Executive Committee to consist
of at least two members of the Board of
Directors."
RESOLVED, That the number of members of the Board of
Directors of the Corporation is fixed at six (6) and
the following persons are elected as Directors of
Mississippi Power & Light Company to hold office for
the ensuing year and until their successors shall have
been elected and qualified:
Michael B. Bemis
Donald C. Hintz
Jerry D. Jackson
Edwin A. Lupberger
Jerry L. Maulden
Donald E. Meiners
All requirements of notice of this meeting are hereby waived and,
where permissible, the actions taken herein shall be effective as
of May 5, 1994.
Date: May 25, 1994
ENTERGY CORPORATION
/s/ Edwin A. Lupberger
Edwin A. Lupberger
Chairman of the Board and Chief
Executive Officer
MISSISSIPPI POWER & LIGHT COMPANY
Action of Stockholders
Pursuant to 79-4-7.04 and 79-4-10.20 of the Mississippi Code
Ann. (Supp. 1989), the undersigned Entergy Corporation, being the
owner of all issued and outstanding shares of the common stock of
Mississippi Power & Light Company, hereby adopts the following
resolution as the action of stockholders:
RESOLVED, That the second sentence of Section 11 of
the bylaws of Mississippi Power & Light Company is
amended to read as follows:
"The Vice Chairman and Chief Operating
Officer of the Company shall also be a member
of the Executive Committee."
and further
RESOLVED, that Edwin Lupberger, Jerry L. Maulden and
Jerry D. Jackson shall continue as the members of the
Executive Committee of Mississippi Power & Light
Company until the next Annual Meeting (or Unanimous
Written Consent in Lieu Thereof) of Shareholders of
Mississippi Power & Light Company.
All requirements of notice of this meeting are hereby waived and
the actions taken herein shall be effective as of the date of
execution hereof.
Date: April 5, 1995
ENTERGY CORPORATION
/s/ Edwin A. Lupberger
Edwin A. Lupberger
Chairman of the Board and Chief
Executive Officer
Unanimous Written Consent of the
Board of Directors of Entergy Mississippi, Inc.
The undersigned, being all the Directors of Entergy
Mississippi, Inc., a Mississippi corporation (the "Corporation"),
do hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of Miss.Code Ann. 79-4-10.03 and
79-4-7.04, 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 8 of the bylaws of the
Corporation be amended by adding an additional
paragraph thereto which shall be and read as follows:
"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 Sections 9 and 10 of the bylaws of the
Corporation be deleted and replaced with the following
Sections 9 and 10:
SECTION 9. a) 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 Mississippi,
individuals may occupy more than one office.
b) 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.
c) 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.
d) 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.
e) 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.
f) 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.
g) 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 10. 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 Robert E. Kennington, II, E. B. Robinson, Jr.
and Robert M. Williams, Jr. 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
Donald E. Meiners President
William D. Bandt Executive Vice President-Retail Services
Frank F. Gallaher Executive Vice President and Chief
Utility 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
Louis E. Buck, Jr. Vice President, Chief Accounting Officer
and Assistant Secretary
Steven C. McNeal Vice President-Corporate Finance and
Assistant Treasurer
Bill F. Cossar Vice President-State Governmental Affairs
Laurence M. Hamric Assistant Secretary
Christopher T. Screen Assistant Secretary
James W. Snider, Jr. Assistant Secretary
Bruce A. Dennis Assistant Treasurer
Effective Date: July 6, 1998
_______________________ _______________________
Frank F. Gallaher Wayne Leonard
_______________________ _______________________
Donald C. Hintz Jerry L. Maulden
_______________________ _______________________
Jerry D. Jackson Donald E. Meiners