Exhibit 3(f)
BY-LAWS
OF
SYSTEM ENERGY RESOURCES, INC.
EFFECTIVE MAY 4, 1989
ARTICLE I
OFFICES
The principal business office of the corporation shall be in
Jackson, Mississippi. The corporation may also have offices at
such other places as the Board of Directors may from time to time
designate or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. All meetings of stockholders,
whether annual or special, shall be held at the offices of the
corporation in the City of Jackson, Mississippi, unless some
other place for said meeting, either within or without the State
of Arkansas, shall have been fixed by the Board of Directors and
set forth in the notice of meeting.
Section 2. Annual Meeting. The annual meeting of
stockholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall
be held at 10:00 o'clock in the forenoon, on the third Friday in
the month of May in each year, unless that day shall be a legal
holiday, in which event the meeting shall be held on the next
succeeding business day not a legal holiday; provided, however,
that the Board of Directors may by resolution fix a different
time of day for the holding of any particular annual meeting.
Section 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of the chief
executive officer of the corporation and shall be called by the
Chairman of the Board or the President at the request in writing
of any three Directors, a majority of the Executive Committee or
stockholders holding 10% of the capital stock entitled to vote at
such time. The notice of each special meeting shall state the
purpose or purposes of the proposed meeting, and the business
transacted at such meeting shall be confined to such purpose or
purposes.
Section 4. Notice. A written or printed notice, signed by
the Chairman of the Board, the President, a Vice President, the
Secretary or an Assistant Secretary, the Treasurer or an
Assistant Treasurer, of the time, place and purpose of every
meeting of stockholders shall be served upon or mailed or caused
to be mailed, postage prepaid, by the Secretary or the officer
performing his duties not less than ten or more than sixty days
before such meeting (except as otherwise provided by Arkansas
law) to each stockholder of record entitled to vote at his
address as it appears upon the stock book of the corporation.
Section 5. Organization. The chief executive officer or, in
his absence, a person appointed by him or, in default of such
appointment, the officer next in seniority of position, shall
call meetings of the stockholders to order and shall act as
chairman thereof. The Secretary of the corporation, if present,
shall act as secretary of all meetings of stockholders, and in
his absence, the presiding officer may appoint a secretary.
Section 6. Order of Business. At all meetings of the
stockholders the order of business shall be as follows:
(a)call to order;
(b)appointment of a secretary, if necessary;
(c)presentation of proof of the due calling of the meeting;
(d)presentation and examination of proxies, and
determination of the number of shares present in person
or by proxy and entitled to vote;
(e)reading and settlement of the minutes of the previous
meeting;
(f)reports of officers and committees, if any;
(g)the election of Directors if the meeting is an annual
meeting or a meeting called for that purpose;
(h)unfinished business;
(i)new business; and
(j)adjournment.
Section 7. No meeting of stockholders, including annual
meetings, need be held if the action desired is authorized by a
consent as permitted by the Amended and Restated Articles of
Incorporation.
ARTICLE III
DIRECTORS
Section 1. General Powers. The property, affairs and
business of the corporation shall be managed by the Board of
Directors.
Section 2. Resignations. Any Director may resign at any
time by giving notice of such resignation to the Board of
Directors, the Chairman of the Board, the President, a Vice
President, the Secretary or an Assistant Secretary of the
corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt thereof by the Board
of Directors or any such officer.
Section 3. Meetings. Notice. Meetings of the Board of
Directors shall be held at such place, within or without the
State of Arkansas, as may from time to time be fixed by
resolution of the Board or by the Chairman of the Board, the
President or a Vice President and as may be specified in the
notice or waiver of notice of any meeting. Meetings may be held
at any time upon the call of the chief executive officer of the
corporation or any two of the Directors by oral, telegraphic or
written notice, duly given, or sent or mailed to each Director
not less than twenty-four hours before such meeting. Regular
meetings of the Board may be held without notice at such time and
place as shall from time to time be determined by resolution of
the board, but in any event at intervals of not more than three
months.
Section 4. Meetings. Participation. Members of the Board of
Directors may participate at Board Meetings either by attending
in person or by means of conference telephone or similar
communications equipment, provided that all persons participating
in the meeting can hear and communicate with each other.
Participation by means of conference telephone or similar
communications equipment shall constitute presence at such
meetings.
Section 5. Board Action Without a Meeting. Action taken by
a majority of the Directors without a meeting in respect to any
corporate matter is nevertheless valid Board action if either
before or after such action is taken all members of the Board
sign, and file with the Secretary of the corporation, for
inclusion in the corporate minute book, a memorandum showing (a)
the nature of the action taken, (b) that each member of the Board
consented to the Board acting informally in respect to such
matter, and (c) the names of the Directors who approve the action
taken and the names of those who oppose it, if any.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 1. Executive Committee. The Board of Directors may
appoint an Executive Committee of not less than three or more
than five members, to serve during the pleasure of the Board, to
consist of the Chairman of the Board, the President and such
additional Directors as the Board may from time to time
designate. The chief executive officer of the corporation shall
be Chairman of the Executive Committee.
Section 2. Procedure. The Executive Committee shall meet at
the call of the Chairman of the Executive Committee or of any two
members. A majority of the members shall be necessary to
constitute a quorum and action shall be taken by a majority vote
of those present.
Section 3. Powers and Reports. During the intervals between
the meetings of the Board of Directors, the Executive Cornmittee
shall possess and may exercise all the powers of the Board in the
management and direction of the business and affairs of the
corporation (except as otherwise provided by Arkansas law). The
taking of action by the Executive Committee shall be conclusive
evidence that the Board was not in session when such action was
taken. The Executive Committee shall keep regular minutes of its
proceedings and all action by the Executive Committee shall be
reported to the Board at its meeting next following the meeting
of the Executive Cornmittee and shall be subject to revision or
alteration by the Board; provided, that no rights of third
parties shall be affected by such revision or alteration.
Section 4. Other Committees. From time to time the Board of
Directors, by the affirmative vote of a majority of the whole
Board, 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 5. Meetings. Participation. Members of the
Executive Committee or any other committee may participate at
meetings either by attending in person or by means of conference
telephone or similar cornmunications equipment, provided that all
persons participating in the meeting can hear and communicate
with each other. Participation by means of conference telephone
or similar communications equipment shall constitute presence at
such meetings.
ARTICLE V
OFFICERS
Section 1. Executive Officers. As executive officers, the
Board of Directors may elect a Chairman of the Board and shall
elect a President, a Secretary, a Treasurer, and in their
discretion, one or more Vice Presidents. Whenever the Board of
Directors shall elect both a Chairman of the Board and a
President, the Board of Directors shall, by resolution, designate
one of them as the chief executive officer of the corporation
who, subject to the direction of the Board of Directors and of
the Executive Committee, shall have direct charge of and general
supervision over the business and affairs of the corporation.
The officers shall be elected annually by the Board of Directors
at its first meeting following the annual meeting of
stockholders, or by written consent in lieu of such meeting, and
each shall hold office until his successor shall have been duly
elected and qualified, or until he shall have died or resigned or
shall have been removed by a majority vote of the whole Board.
Section 2. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors. He shall preside at
all meetings of the Board of Directors, and shall have 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 President
shall have been designated chief executive officer of the
corporation, by the President.
Section 3. President. The President shall be a member of
the Board of Directors. He shall perform all 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 Chairman of the
Board shall have been designated chief executive officer of the
corporation, by the Chairman of the Board. At any time when the
office of the Chairman of the Board shall be vacant or if the
Board of Directors shall not elect a Chairman of the Board, the
President of the corporation shall be the chief executive officer
of the corporation and have the powers of that office specified
in Section 1 of this Article V.
Section 4. 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 Chairman of the Board or the President.
Section 5. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for that purpose; he shall see that all notices
are duly given in accordance with the provisions of law and these
By-Laws; he shall be custodian of the records and of the
corporate seal of the corporation; he 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; he may sign, with the President
or a Vice President, certificates of stock of the corporation;
and in general, he 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 him by the Chairman of the
Board, the President, the Board of Directors or the Executive
Committee.
The Secretary shall also keep, or cause to be kept, a stock
book, containing the names, alphabetically arranged, of all
persons who are stockholders of the corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
Section 6. 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
depositaries as shall, from time to time, be selected by the
Board of Directors; he may endorse for collection on behalf of
the corporation, checks, notes and other obligations; he may sign
receipts and vouchers for payments made to the corporation;
singly or jointly with another person as the Board of Directors
may authorize, he may sign checks of the corporation and pay out
and dispose of the proceeds under the direction of the Board; he
shall render or cause to be rendered to the Chairman of the
Board, the President and the Board of Directors, whenever
requested, an account of the financial condition of the
corporation; and in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and such
other duties as from time to time may be assigned to him by the
Chairman of the Board, the President, the Board of Directors or
the Executive Committee.
Section 7. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other subordinate 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 subordinate officers and to
prescribe the powers and duties thereof.
Section 8. 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 designate officer or employee
shall have, when so acting, all the powers herein given to such
absent officer.
Section 9. Resignations. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the President or the
Secretary. Unless otherwise specified therein, such resignation
shall take effect upon written receipt thereof by the Board of
Directors or by such officer.
ARTICLE VI
CAPITAL STOCK
Section 1. Stock Certificates. Every stockholder shall be
entitled to have a certificate certifying the number of shares
owned by him in the corporation. Certificates of stock shall be
signed by the President or a Vice President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant
Secretary, and sealed with the seal of the corporation. Such
seal may be facsimile, engraved or printed.
Section 2. Transfer of Shares. The shares of stock of the
corporation shall be transferred on the books of the corporation
by the holder thereof in person or by his attorney lawfully
constituted, upon surrender for cancellation of certificates for
the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed,
with such proof or guaranty of the authenticity of the signature
as the corporation or its agents may reasonably require.
Section 3. Record Dates. The Board of Directors may fix a
date, not exceeding seventy days in advance of the date of any
meeting of stockholders, or of the date for the payment of any
dividend, or of the date for the allotment of rights, or of the
date when any issuance, change, conversion or exchange of capital
stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at, any such meeting or entitled to receive payment of any
such dividend or to any such allotment of rights, or to exercise
the rights in respect of any such issuance, change, conversion or
exchange of capital stock, as the case may be. In such case only
such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to such notice of, and to vote at,
such meeting or to receive payment of such dividend, or to
receive such allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of stock on the
books of the corporation after the record date so fixed.
ARTICLE VII
CHECKS. NOTES. ETC.
Section 1. Execution of Checks. Notes. etc. All checks and
drafts on the corporation's bank accounts and all bills of
exchange, promissory notes, acceptances, obligations and other
instruments for the payment of money, may be signed by the
President or by such other officer or officers, person or
persons, as shall be authorized from time to time by the
President or the Board of Directors or the Executive Committee.
Section 2. Execution of Contracts. Assignments. etc. All
contracts agreements, endorsements, assignments, transfers, stock
powers, and other instruments may be signed in the name of and on
behalf of the Corporation by the President or by such other
officer or officers, person or persons, as shall be authorized
from time to time by the President or the Board of Directors or
the Executive Committee.
Section 3. Voting of Stock and Execution of Proxies. The
Chairman of the Board, the President, any Vice President or any
other officer of the corporation designated by the Board of
Directors, the Executive Committee, the Chairman of the Board, or
the President, shall be authorized to attend any meeting of the
stockholders of any other corporation in which the corporation is
an owner of stock and to vote such stock upon all matters coming
before such meeting. The Chairman of the Board, the President or
any Vice President may sign and issue proxies to vote shares of
stock of other corporations owned by the corporation.
ARTICLE VIII
WAIVERS
Whenever under the provisions of these By-Laws or of any law
the stockholders 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 or by his attorney or attorneys thereunto
authorized, either before or after the meeting or action to which
such notice relates.
ARTICLE IX
SEAL
The seal of the corporation shall show the year of its
incorporation and shall be in such form as the Board of Directors
shall prescribe. The seal on any corporate obligation for the
payment of money may be a facsimile, engraved, or printed.
ARTICLE X
AMENDMENTS
These By-Laws may be amended in accordance with the
provisions of applicable law and the Amended and Restated
Articles of Incorporation.
Unanimous Written Consent of the
Board of Directors of System Energy Resources, Inc.
The undersigned, being all the Directors of System Energy
Resources, 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 Article III of the bylaws of the
Corporation be amended by adding an additional Section
6 thereto which shall be and read as follows:
"Section 6. 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 Robert v.d. Luft be, and he hereby is,
elected Chairman of the Board of the Corporation.
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:
Donald C. Hintz President and Chief Executive
Officer
C. John Wilder Executive Vice President and Chief
Financial Officer
Naomi A. Nakagama Senior Vice President-Finance and
Treasurer
Louis E. Buck, Jr. Vice President, Chief Accounting
Officer and Assistant Secretary
Steven C. McNeal Vice President-Corporate Finance and
Assistant Treasurer
Joseph L. Blount Secretary
Laurence M. Hamric Assistant Secretary
Christopher T. Screen Assistant Secretary
Bruce A. Dennis Assistant Treasurer
Effective Date: July 6, 1998
_______________________ _______________________
Robert v.d. Luft Wayne Leonard
_______________________ _______________________
Donald C. Hintz Jerry L. Maulden