Exhibit 3(d)
BY-LAWS
OF
ENTERGY LOUISIANA, INC.
AS OF OCTOBER 5, 1998
Section 1. The annual meeting of the stockholders of the
Corporation for the election of directors and such other business
as shall properly come before such meeting shall be held in May
of each year on a date and at a time and place to be fixed by the
Board of Directors of the Company at least thirty (30) days
before the date of such meeting so fixed.
Section 2. Special meetings of the stockholders may be held
at the registered office of the Corporation in the City of New
Orleans, Louisiana, 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 chief executive
officer (whether the Chairman of the Board or the President), the
Board of Directors, the Executive Committee or of stockholders of
record holding one-fourth of the outstanding stock entitled to
vote at such meetings.
Section 4. Notice of every meeting of the 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 Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and sealed
with the seal of the Corporation. If certificates of stock of
this Corporation are countersigned by a transfer agent or by a
registrar, other than the Corporation itself, the signatures
thereon of the Corporation's officers may be facsimiles. In case
any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on any such
certificate or certificates, shall cease to be such officer or
officers of this Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
shall have been delivered by this Corporation, such certificate
or certificates may, nevertheless, be adopted by the Board of
Directors of this Corporation and be issued and delivered as
though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or
officers of this Corporation. Any stock certificates bearing
facsimile signatures of officers of this Corporation, as above
provided, may also bear a facsimile of the seal of this
Corporation.
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. Meetings of the Board of Directors may be held
within or without the State of Louisiana, at the times fixed by
resolution of the Board or upon the order of the Chairman of the
Board or the President or a Vice President or any two directors.
Meetings of the Board of Directors may be held by means of
telephone conference calls, in which connection (a) the directors
may participate in and hold such a meeting by means of conference
telephone or similar communications equipment provided that all
persons participating in the meeting can hear and communicate
with each other, and (b) participation in such a meeting shall
constitute presence in person at such meeting except where such
participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened. The Secretary or other officer
performing his duties shall give at least two days' notice of all
meetings of directors, provided, however, that a meeting may be
held immediately after the annual election of directors without
notice, and that a meeting may be held at any other time without
notice if all the directors are present or those not present
waive notice either before, at or after the meeting. Notice by
mail or telegraph to the usual business or residence address of
the director at least two days before the meeting shall be
sufficient.
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.
The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, appoint an Executive
Committee of not less than two or more than four members, to
serve at the pleasure of the Board of Directors. Such Committee
shall have and may exercise all the powers of the Board of
Directors during the intervals between its meetings, which may be
lawfully delegated, subject to such limitations which may be
provided by resolution of the Board of Directors.
Section 9. 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
Louisiana, individuals may occupy more than one office.
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.
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.
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.
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.
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.
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.
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.
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, and shall also have such powers and
duties as may from time to time be conferred upon them by the
Board of Directors.
Section 11. No person shall be eligible to be or shall be
elected or appointed or re-elected or re-appointed as a director
of the Corporation after such person shall have attained the age
of seventy (70) years.
Section 12. The Board of Directors may alter or amend these
By-Laws at any meeting duly held as herein provided.