Exhibit 3(e)
BY-LAWS
OF
ENTERGY MISSISSIPPI, 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 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 on 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 - 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). 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.
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.
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.
SECTION 11 - EXECUTIVE COMMITTEE - 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 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 by-law:
(1) "Director" means 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 or 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 used with
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 against 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 Mandatory 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 the
reasonable 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 shall 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 its 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
properly authorized, the Corporation shall purchase and
maintain insurance on behalf of an individual who is or was a
director, officer, 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 Corporation's 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.