CODE OF REGULATIONS
OF
MONONGAHELA POWER COMPANY
(As Amended)
September 8, 1994
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ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held at the office of the Company, in the City of
Marietta, Ohio, or the City of Fairmont, West Virginia, as designated in
the notice of such meeting, at 10 o'clock in the forenoon on the Third
Monday in April in each year, or, if that be a legal holiday, then on the
next business day, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called at any time by a majority of the members of the
Board of Directors or by the Chairman of the Board, the President, any
Vice President, or the Secretary, or any number of shareholders owning in
the aggregate at lest twenty-five percent of the number of shares
outstanding and entitled to vote. Special meetings of the shareholders
may be held either within or without the State of Ohio.
SECTION 3. NOTICE OF MEETINGS. Notice of each annual or special
meeting of the shareholders shall be given in writing by the Secretary, or
in case of his refusal, by the shareholders, person or persons entitled to
call such meeting, and shall state the purpose or purposes for which the
meeting is called and the time when and the place where it is to be held.
A copy of such notice shall be served upon or mailed to each shareholder
of record entitled to vote at such meeting or entitled to notice thereof
not more than sixty days nor less than seven days before such meeting. If
mailed, such notice shall be directed to the shareholder at his address as
it appears upon the records of the Corporation. Notice of the time, place
and purposes of any meeting of shareholders may be waived in writing,
either before or after the holding of such meeting, by any shareholder,
which writing shall be filed with the records of the meeting.
SECTION 4. QUORUM. A quorum of the shareholders shall consist of
the shareholders owning at least a majority of all of the shares entitled
to vote at the meeting except that, at any meeting of shareholders for the
election of directors when the holders of Cumulative Preferred Stock shall
be entitled to elect a majority of the Board of Directors, a quorum shall
be as provided in the Charter. Any number less than a quorum present may
adjourn any shareholders' meeting until a quorum is present.
SECTION 5. CHAIRMAN. Meetings of the shareholders shall be
presided over by the Chairman of the Board or, in his absence, by the
President or, in his absence, by a Vice President or, if no such officer
is present, by a Chairman to be chosen at the meeting. The Secretary of
the Company or, in his absence, an Assistant Secretary or, if no such
officer is present, a secretary appointed at the meeting shall act as
secretary of such meeting.
SECTION 6. VOTING. In all elections of directors each
shareholder shall have the right to cast one vote for each share owned by
him and entitled to a vote, and he may cast the same in person or by proxy
for as many persons as there are directors to be elected, or he may
cumulate such votes and give one candidate as many votes as the number of
directors to be elected multiplied by the number of his shares shall
equal, or he may distribute them on the same principle among as many
candidates and in such manner as he shall desire.
On any question to be determined by a vote of shares at any meeting
of shareholders, other than the election of directors, each shareholder
shall be entitled to one vote for each share owned by him and entitled to
a vote at such meeting, and he may exercise this right in person or by
proxy.
SECTION 7. ANNUAL REPORT. An annual financial statement,
consisting of a balance sheet and statements of profit and loss and
surplus, duly certified in accordance with the laws of Ohio, shall be
submitted at the annual meeting of the shareholders.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. NUMBER; TIME OF HOLDING OFFICE; PRESIDING OFFICER.
The business of the Company shall be managed by its Board of Directors.
They shall be elected at each annual meeting of the shareholders or at
special meetings of shareholders held as provided in the Charter. The
Board shall consist of fourteen directors. Each director shall be elected
to serve until his successor shall be elected and shall qualify but the
term of office of any director shall terminate upon the conditions and at
the time specified in the Charter. Directors need not be shareholders or
residents of the State of Ohio.
SECTION 2. EXECUTIVE AND OTHER COMMITTEES. The Board may create
an Executive Committee or any other Committee of the directors to consist
of not less than three directors. Each other Committee shall have such
authority as the Board shall give it. The Board may appoint one or more
directors as alternate members of the Executive Committee or any other
Committee to take the place of any absent member or members at any meeting
thereof. The Executive Committee and each other Committee may act by a
writing or writings signed by all its members or by means of conference
telephone or similar communications equipment by which all persons
participating can simultaneously hear each other. Participation in a
meeting by these communications means constitutes presence in person at
the meeting. The Executive Committee, except when the Board of Directors
is in session, shall possess and exercise all of the authority and powers
of the Board of Directors however conferred, other than that of filling
vacancies among the directors or in any committee of the directors.
SECTION 3. VACANCIES. Vacancies in the Board of Directors
(including those created by an increase in the number of directors) may be
filled by a majority of the remaining directors, though less than a
quorum, except that vacancies occurring at a time when the holders of
Cumulative Preferred Stock are entitled to elect a majority of the Board
of Directors shall be filled as provided in the Charter.
SECTION 4. PLACE OF MEETINGS. Meetings of the Board may be held
at any place within or without the State of Ohio.
SECTION 5. CALLING AND NOTICE OF MEETINGS. Meetings of the Board
may be called by the Chairman of the Board, the President, any Vice
President, or any two directors. Notice need not be given of any meeting
of the Board if the time and place of such meeting are specified in a
resolution of the Board prior to the meeting and if notice of the adoption
of such resolution is given, in the manner herein provided for giving
notice of meetings, to each director who was absent from the meeting at
which the resolution was adopted. Notice need not be given of any
adjourned meeting other than by announcement at the meeting at which the
adjournment is taken. Except as otherwise required by law, notice of the
time and place of each other meeting of the Board shall be given to each
director in writing at least two days, or given personally or by telephone
at least 24 hours, before the time for the meeting. Such notice need not
specify the purposes of the meeting.
SECTION 6. WAIVER OF NOTICE OF MEETING. No notice of the time,
place or purpose of any meeting of stockholders or directors, or of any
committee, or any publication thereof, whether prescribed by law, by the
Charter, or by this Code of Regulations, need be given to any person who
attends the meeting without protesting, prior to or at the commencement of
the meeting, the lack of proper notice, or who, in writing executed either
before or after the meeting and filed with records of the meeting, waives
such notice, and such attendance or waiver shall be deemed equivalent to
notice.
SECTION 7. QUORUM. One third of the authorized number of
directors, but not less than two directors, shall be necessary and
sufficient to constitute a quorum for a meeting of the Board. If a quorum
shall not be present, the directors present thereat may adjourn the
meeting from time to time until a quorum shall be present. The act of a
majority of the directors present at any meeting at which there is a
quorum present or by a writing or writings signed by all its members or by
means of conference telephone or similar communications equipment by which
all persons participating can simultaneously hear each other shall be the
act of the Board of Directors. Participation in a meeting by these
communications means constitutes presence in person at the meeting.
SECTION 8. POWERS OF DIRECTORS. The Board may exercise all of
the powers of the Company, except such as are by law or by the Charter or
by the Regulations conferred upon or reserved to the shareholders.
SECTION 9. COMPENSATION OF DIRECTORS. In addition to
reimbursement of his reasonable expenses incurred in attending meetings or
otherwise in connection with his attention to the affairs of the Company,
each director, as such, and as a member of the Executive Committee or of
any other Committee of the Board, shall be entitled to receive such
remuneration as may be fixed from time to time by the Board of Directors,
in the form either of payment at the rate of a fixed sum per month or of
fees for attendance at meetings of the Board and committees thereof.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS. The Board shall, at its first meeting after
each annual meeting of shareholders, choose a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary and one or more
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers,
and a Comptroller and one or more Assistant Comptrollers; and it may from
time to time appoint such other officers and agents as it may deem proper.
Any two or more of the offices, except those of President and Vice-
President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law or by the Charter or these Regulations to be
executed, acknowledged, or verified by two or more officers.
The Chairman of the Board shall be chosen from among the directors,
but no other officer need be a director.
SECTION 2. TERM OF OFFICE. All officers shall hold office until
their successors are respectively chosen and qualified or until removed.
The Board may fill any vacancy which may occur in any office. All
officers and agents shall be removable with or without cause by the Board;
provided, however, that the word "officer", as used by these Regulations,
shall not be construed to mean "director".
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be the chief executive officer of the Company, shall preside at all
meetings of shareholders and, at all meetings of the Board of Directors
and of the Executive Committee. He shall have direct charge of the
business of the Company, subject to the control of the Board, and shall do
and perform all acts and things incidental to the position of chief
executive officer. He shall have such other powers and duties as may from
time to time be assigned to him by the Board of Directors.
SECTION 4. OTHER OFFICERS. Subject to the foregoing, the
officers of the Company shall each have such powers and duties as
generally pertain to their respective offices, as well as such powers and
duties as may from time to time be assigned to them by the Board of
Directors or the Chairman of the Board. The Treasurer and the Assistant
Treasurers may be required to give bond for the faithful discharge of
their duties, in such sum and with such surety or sureties as the Board of
Directors may from time to time prescribe.
ARTICLE IV
CAPITAL STOCK
SECTION 1. CERTIFICATES FOR SHARES. Every holder of shares of
the Company shall be entitled to one or more certificates signed by the
Chairman of the Board or the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Company, which shall certify the number and class of
shares held by him in the Company. When such certificate is countersigned
by an incorporated transfer agent or registrar, the signature of any such
officer may be facsimile.
Although any officer whose manual or facsimile signature is affixed
to such a certificate ceases to be such officer before the certificate is
delivered by the Company, such certificate nevertheless shall be effective
in all respects when delivered.
SECTION 2. TRANSFER BOOKS. A book or books for the transfer of
stock shall be kept by the Company or by one or more transfer agents
appointed by the Board.
SECTION 3. CLOSING OF BOOKS; RECORD DATE. The Board may close
the transfer books against transfers of shares during the whole or any
part of a period of sixty days preceding the date of any meeting of the
shareholders or any dividend or distribution payment date or any date for
the allotment of rights; or, in lieu of closing the transfer books, may
fix a date not earlier than the date on which it is fixed and not more
than sixty days preceding the date of any meeting of shareholders, any
dividend or distribution payment date or any date for the allotment of
rights, as a record date for the determination of the shareholders
entitled to notice of or to vote at such meeting, or to receive such
dividend, distribution or rights, as the case may be, and only
shareholders of record on such date shall be entitled to notice of or to
vote at such meeting or to receive such dividend, distribution or rights.
SECTION 4. LOST OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Company
alleged to have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of the lost or destroyed
certificate or certificates, or his legal representative, to advertise the
same in such manner as it shall required, and/or give the Company a bond,
in such sum as it may direct, to indemnify the Company against any claim
that may be made against it with respect to the Certificate alleged to
have been lost or destroyed.
SECTION 5. DIVIDENDS. The Board may from time to time declare
and pay dividends from the surplus of the Company whenever they shall deem
it expedient, in the exercise of their discretion, and in conformity with
the provisions of the Charter.
ARTICLE V
FISCAL YEAR AND SEAL
SECTION 1. FISCAL YEAR. The fiscal year of the Company shall
begin on the first day of January and shall end on the thirty-first day of
December in each year.
SECTION 2. CORPORATE SEAL. The corporate seal shall have
inscribed thereon "MONONGAHELA POWER COMPANY INCORPORATED 1924 OHIO".
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 6.1. The Corporation shall indemnify any person who was or
is a party or is threatened with being made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including all appeals (other than an
action, suit or proceeding by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer or employee of
the Corporation, or is or was serving at the request of the Corporation as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, decrees, fines, penalties and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith or in a manner which
he reasonably believed to be in or not opposed to the best interests of
the Corporation or, with respect to any criminal action, suit or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
SECTION 6.2. The Corporation shall indemnify any person who was or
is a party or is threatened with being made a party to any threatened,
pending or completed action, suit or proceeding, including all appeals, by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer or employee of
the Corporation, or is or was serving at the request of the Corporation as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action, suit or proceeding. The Corporation
shall also indemnify any such person against amounts paid in settlement of
such action, suit or proceeding up to the amount that would reasonably
have been expended in his defense (determined in the manner provided for
in SECTION 6.4) if such action, suit or proceeding had been prosecuted to
a conclusion. However, indemnification under this Section shall be made
only if the person to be indemnified acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the Corporation; and no such indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been finally
adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless, and only to the extent that, the court
or body in or before which such action, suit or proceeding was finally
determined, or any court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses or other amounts paid as such
court or body shall deem proper.
SECTION 6.3. Without limiting the right of any director, officer or
employee of the Corporation to indemnification under any other Section
hereof, if such person has been substantially and finally successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to in SECTIONS 6.1 and 6.2 or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
SECTION 6.4. Any indemnification under SECTIONS 6.1 and 6.2 (unless
ordered by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the
director, officer or employee is proper in the circumstances because he
has met the applicable standard of conduct set forth in SECTIONS 6.1 and
6.2. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who are or were not
parties to or threatened with such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or even if obtainable, if a majority of
a quorum of disinterested directors so directs, by independent legal
counsel (compensated by the Corporation) in a written opinion, or (3) if
there be no disinterested directors, or if a majority of the disinterested
directors, whether or not a quorum, so directs, by the holders of a
majority of the shares entitled to vote in the election of directors
without reference to default or contingency which would permit the holders
of one or more classes of shares to vote for the election of one or more
directors.
SECTION 6.5. Expenses of each person indemnified hereunder incurred
in defending a civil, criminal, administrative or investigative action,
suit, or proceeding (including all appeals) or threat thereof, may be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors, whether a
disinterested quorum exists or not, upon receipt of an undertaking by or
on behalf of the director, officer or employee to repay such expenses
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation.
SECTION 6.6. The indemnification provided by this Article shall not
be deemed exclusive of or in any way to limit any other rights to which
any person indemnified may be or may become entitled as a matter of law,
by the articles, regulations, agreements, insurance, vote of shareholders
or otherwise, with respect to action in his official capacity and with
respect to action in another capacity while holding such office and shall
continue as to a person who has ceased to be a director, officer, or
employee and shall inure to the benefit of the heirs, executors,
administrators and other legal representatives of such person.
SECTION 6.7. SECTIONS 6.1 through 6.6 of this Article shall also
apply to such other agents of the Corporation as are designated for such
purpose at any time by the Board of Directors.
SECTION 6.8. If any part of this Article shall be found, in any
action, suit or proceeding, to be invalid or ineffective, the validity and
the effect of the remaining parts shall not be affected.
SECTION 6.9. The provisions of this Article shall be applicable to
claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or
after the adoption hereof.
ARTICLE VII
AMENDMENTS
The Code of Regulations of the Company or any provisions thereof, may
be adopted, repealed, amended, added to or changed at any regular or
special meeting of shareholders by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power on such
proposal, or, without a meeting, by the written consent of the holders of
shares entitling them to exercise a majority of the voting power on such
proposal.
Septmeber 8, 1994