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EXHIBIT 3(ii)
Amended 2/21/85
6/19/86
7/07/88
6/14/90
6/18/92
12/8/93
NATIONAL FUEL GAS COMPANY
BY-LAWS
ARTICLE I
Meeting of Stockholders
l. Meetings of stockholders may be held at such place, within
or without the State of New Jersey, as may be fixed by the Board of Directors
and stated in the notice of the meeting.
2. In 1995 and thereafter, the annual meeting of stockholders
shall be held on the third Thursday in February in each year beginning at ten
o'clock in the forenoon, local time, unless such day shall be a holiday, in
which event such meeting shall be held at the same hour on the next
succeeding business day. In 1994, the annual meeting of stockholders shall
be held on Wednesday, February 16, at ten o'clock in the forenoon, local time.
3. Except as otherwise provided by New Jersey law, written
notice of the time, place and purpose or purposes of every meeting of
stockholders shall be given not less than l0 nor more than 60 days before the
date of the meeting, either personally or by mail, to each stockholder of
record entitled to vote at the meeting.
4. Unless otherwise provided by statute, all Special Meetings
shall be called upon the written request of three or more directors or of
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stockholders owning one-fourth of the capital stock issued and outstanding.
5. Unless otherwise provided in the Company's Certificate of
Incorporation or in New Jersey law, (i) the holders of shares entitled to
cast a majority of the votes at any meeting of stockholders shall constitute
a quorum at such meeting except that the votes that holders of any class or
series of shares are entitled to cast shall not be counted in the
determination of a quorum for action to be taken at a meeting with respect to
which such class or series has no vote, and (ii) the holders of shares of any
class or series entitled to cast a majority of the votes of such class or
series entitled to vote separately on a specified item of business shall
constitute a quorum of such class or series for the transaction of such
specified item of business.
If a quorum shall not be so represented, the stockholders
present at any meeting of stockholders shall have power to adjourn the
meeting to another time at the same or at another place. If the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken and at the adjourned meeting only such business is
transacted as might have been transacted at the original meeting, it shall
not be necessary to give notice of the adjourned meeting unless after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting. In the event the Board of Directors fixes such a new record date, a
notice of the adjourned meeting shall be given to each stockholder of record
at the new record date entitled to notice under Article I paragraph 3 of
these By-Laws.
6. At each election of Directors, the proxies and ballots shall
be received and all questions respecting the qualification of voters shall be
decided by two inspectors, who shall be appointed by the presiding officer of
the meeting; provided however, that no candidate for election as Director
shall act as inspector. Such inspectors shall be sworn faithfully to perform
their duties and shall report in writing the results of the ballot.
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ARTICLE II
Board of Directors
1. The Board of Directors shall consist of (i) such number of
directors, not less than seven nor more than eleven, as may be determined
from time to time by resolution adopted by the affirmative vote of a majority
of the entire Board of Directors, and (ii) such directors as may be elected
by vote of the holders of shares of preferred stock, when and as provided in
the Certificate of Incorporation of the Company. In order to qualify for
election as a director, a nominee must be a shareholder of the Company.
2. Subject to the provisions of the Statutes of the State of
New Jersey, the Certificate of Incorporation, and the By-Laws of the
Corporation, the Board of Directors shall have full and complete management
and control of the business and affairs of the Corporation.
3. The Board of Directors may hold its meetings or any
adjournment thereof either in the State of New Jersey or elsewhere and keep
the books of the Corporation (except the stock and transfer books) at such
places within or without the State of New Jersey as the Board of Directors
may from time to time determine.
4. Meetings of the Board of Directors may be called at the
direction of the Chairman of the Board, the President, or any three of the
Directors for the time being in office.
5. Notice of any meetings of the Board of Directors shall be
given to each Director by mailing the same to him at his last known address,
as the same appears upon the records of the Corporation at least five days
before the meeting or by telegraphing, telephoning or delivering the same to
him personally at least one day before the meeting.
6. At any meeting of the Board of Directors, there may be
transacted without special notice, any business within the powers of the
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Directors to transact, except that of which the Statutes of the State of New
Jersey expressly require special notice shall be given.
7. A majority of the Directors in office shall constitute a
quorum for the transaction of any business which may properly come before
them. If a majority of said Directors shall not be present at any meeting,
the Directors present shall have power to adjourn to a day certain, and
notice of the adjourned meeting shall be given by mailing the same addressed
to each Director at his address as the same appears upon the records of the
Corporation, at least two days prior to the adjourned meeting, or by
telegraphing, telephoning or delivering the same to him personally at least
one day before said adjourned meeting. But, if a majority of the said Board
of Directors are present, the said meeting or any adjourned meeting thereof,
may be adjourned to a subsequent day without notice of such adjournment.
8. A. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any pending, threatened or
completed civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or investigation which
could lead to such action, suit or proceeding ("Proceeding") by reason of the
fact that such person is or was a director or officer of the Corporation, or,
while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, trustee, employee or agent
of another foreign or domestic corporation, or of any partnership, joint
venture, sole proprietorship, employee benefit plan, trust or other
enterprise, whether or not for profit, to the fullest extent permitted and in
the manner provided by the laws of the State of New Jersey.
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B. Nothing in this paragraph 8 shall restrict or limit the
power of the Corporation to indemnify its employees, agents and other
persons, to advance expenses (including attorneys' fees) on their behalf and
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation in connection with
any Proceeding.
C. The indemnification provided by this paragraph 8 shall
not exclude any other rights to which a person seeking indemnification may be
entitled under the Certificate of Incorporation, By-Laws, agreement, vote of
shareholders or otherwise. The indemnification provided by this paragraph 8
shall continue as to a person who has ceased to be a director or officer, and
shall extend to the estate or personal representative of any deceased
director or officer."
9. Each Director who is not a regular full time employee of the
Corporation or one or more of its subsidiaries, shall be paid an annual fee
of $l7,000.00 payable quarterly in advance. Each Director of the Corporation
who is not a regular full time employee of the Corporation or one or more of
its subsidiaries, shall receive a fee of $800.00 for attendance at any
meeting of the Board of Directors or of any committee of the Board of
Directors. Each Director shall be reimbursed for the travel expenses
incurred by him/her in attending any meeting of the Board of Directors or any
committee of the Board of Directors.
10. No contract or other transaction between this Corporation or
a subsidiary of this Corporation and any other corporation shall be affected
by the fact that Directors of this Corporation are interested in, or are
directors or officers of such other corporation. If at the meeting of the
Board of Directors authorizing or confirming such contract or transaction,
there shall be present a number of Directors not interested in the contract
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or transaction equal to the number of Directors necessary for a quorum plus
one, any Director
individually may be a party to any contract or transaction of this
Corporation provided that such contract or transaction shall be approved or
be ratified by the affirmative vote of at least five Directors.
ARTICLE III
Officers
1. At the first meeting after the annual election, the Board of
Directors shall choose a Chairman of the Board and a President, both of whom
shall be members of the Board of Directors, and one or more Vice Presidents,
a Secretary, a Treasurer and a Controller, who need not be members of the
Board of Directors, and who shall hold their respective offices until others
are chosen and qualify in their stead. The offices of Secretary and
Treasurer may be filled by the same person.
2. In its discretion, the Board of Directors may leave unfilled
for such period as it may determine, any office except the offices of the
President, Treasurer and Secretary.
3. The Chairman of the Board shall be the Chief Executive
Officer of the Corporation. He shall preside at all meetings of the Board of
Directors and shall, during the recess of the Board of Directors, have
general control and management of the affairs and business of the
Corporation. In the absence of the President, he shall preside at
stockholders' meetings.
4. In addition to the duties and responsibilities specified in
the laws of the State of New Jersey and these By-Laws, the President shall
preside at all stockholders' meetings and shall perform such other duties as
from time to time may be assigned to him by the Board of Directors. In the
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absence of the Chairman of the Board, or in the event that there is a vacancy
in the office of the Chairman of the Board, the President shall be the Chief
Executive Officer of the Corporation and shall perform all the duties of the
Chairman of the Board as well as those of President.
5. Each Vice President shall perform such duties as shall from
time to time be assigned to him by the Board of Directors, the Chairman of
the Board, or the President.
6. The Secretary, in addition to his statutory duties, shall
give proper notice of all meetings of the stockholders and of the Board of
Directors. He shall act as Secretary of all meetings of the stockholders and
shall perform such other duties as shall from time to time be assigned to him
by the Board of Directors or President.
7. The Treasurer, in addition to his statutory duties, shall
keep full and accurate accounts of receipts and disbursements of the funds
belonging to the Corporation, and shall cause to be deposited all moneys and
other valuable effects in the name and to the credit of the Corporation in
such depositories as may from time to time be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render
to the President and Directors whenever they may require it, account of all
his transactions as Treasurer, and of the financial condition of the
Corporation. He shall perform such other duties as shall be assigned to him
by the Board or President, and shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the Board of
Directors may from time to time require.
8. The Controller shall see that adequate records of all
assets, liabilities and transactions of the Corporation are maintained; that
adequate audits thereof, are currently and regularly made, and in conjunction
with other officers, initiate and enforce measures and procedures whereby the
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business of the Corporation shall be conducted with maximum efficiency,
safety and economy. He shall also perform all such other duties as usually
pertain to the office of Controller. He shall be in all matters subject to
the control of and responsible to the Board of Directors alone.
9. The Board of Directors may from time to time appoint such
other officers and agents as they may deem necessary or advisable for the
transaction of the business of the Corporation, who shall hold their offices
during the pleasure of the Board of Directors and perform such duties as may
from time to time be designated or assigned to them by said Board of
Directors.
10. If the office of the Chairman of the Board, the President,
Vice President, Secretary, Treasurer, or Controller or one or more of them
becomes vacant for any reason whatsoever, the Board of Directors at any duly
convened meeting may, by a majority vote of those present, fill such vacancy
and the person elected shall hold office for the unexpired term of such
office and until his successor shall be chosen.
11. All officers and agents chosen or appointed by the Board of
Directors shall be subject to removal by the Board of Directors at any time
with or without cause, and in the case of the absence of any officer or agent
of the Corporation, or for any other reason that may seem sufficient to the
Board of Directors, the said Board of Directors subject to the limitations
herein contained and the statutes in such case made and provided, may,
without removal, delegate his powers and duties to any other officer or
suitable person for such period as it shall deem proper.
12. All duly authorized bonds and debentures of the Corporation
shall be signed on behalf of the Corporation by its Chairman of the Board or
its President, or one of its Vice Presidents or, if so provided by resolution
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of the Board of Directors, by one or more of such officers and such other
officer or officers designated by the Board of Directors; any or all such
signatures may be manual or facsimile signatures, the signature on interest
coupons attached to any said bonds or debentures shall be a facsimile
signature; and the corporate seal or a facsimile of such seal may be
impressed, affixed, imprinted or otherwise reproduced on said bonds and
debentures and, if attested, shall be attested by the Corporation's Secretary
or Assistant Secretary by manual or facsimile signature. In case any person
whose signature (manual or facsimile) appears upon any said bond or debenture
or coupons attached thereto shall cease to be an officer of the Corporation,
or shall cease to be the officer specified thereon, before the bonds or
debentures so signed shall have been authenticated by the trustee under the
indenture or other instrument pursuant to which the bonds or debentures are
delivered or sold, such bonds or debentures or coupons may nevertheless be
adopted by the Corporation, without further action by the Board of Directors,
and authenticated and delivered and sold as though the person or persons who
so signed or attested such bonds or debentures or coupons had not ceased to
be an officer of the Corporation or the officer specified thereof; and any
bonds or debentures may be signed as aforesaid; and the seal of the
Corporation impressed, affixed, imprinted or otherwise reproduced thereon may
be attested on behalf of the Corporation as aforesaid, and coupons attached
may be signed as aforesaid by such persons as at the actual date of the
execution of the bonds or debentures or coupons shall be the proper officers
of the Corporations, although at the time of the date of the bonds or
debentures, such persons may not have been officers of the Corporation.
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ARTICLE IV
Executive Committee
1. The Directors may appoint an executive committee and one or
more other committees of not less than three members to be chosen from among
the members of the Board of Directors. Such committees may meet at such
times and places as the committee shall, by resolution, determine and it
shall make its own rules of procedure. A majority of the members of any such
committee shall constitute a quorum.
2. Except as otherwise provided by Board resolution, each such
committee shall have and may exercise the power of the Board of Directors in
the management of the business and affairs of the Corporation at any time
when the Board of Directors are not in session. Each such committee shall,
however, be subject to the specific directions of the Board of Directors.
3. Each such committee shall keep regular minutes of their
transactions and shall cause them to be recorded in books to be kept for that
purpose in the office of the Corporation, and shall report the same to the
Board of Directors at their regular meetings.
ARTICLE V
Transfer of Shares
1. Except as otherwise provided by statute, shares shall be
transferred on the books of the Corporation only by the holder thereof in
person or by his attorney upon the surrender and cancellation of the
certificate or certificates of a like number of shares, except in case of
lost or destroyed certificates, and in that case only after the receipt of a
satisfactory bond if required by the Board of Directors.
2. The Board of Directors may appoint a transfer agent and a
registrar of transfers, and may require all stock certificates to bear the
signatures of either or both.
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ARTICLE VI
Fiscal Year
1. The fiscal year of the corporation shall begin on the 1st
day of October in each calendar year and end on the 30th day of September of
the next succeeding year.
ARTICLE VII
Dividends and Working Capital
1. Before declaring any dividends or making any distribution of
profits, the Directors may set apart out of the net profits or out of the
surplus of the Corporation as a reserve fund to be used as working capital or
for any other proper purpose, such sum or sums as the Directors shall in
their discretion deem just and proper and most for the benefit of the
Corporation.
2. Dividends upon the capital stock of the Corporation when
declared shall be payable on dates to be determined by the Board of Directors.
ARTICLE VIII
Closing of Transfer Books and Fixing
a Record Book
The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect.
In lieu of so closing the stock transfer books, the Board of
Directors may fix, in advance, a date, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any
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change or 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 any such allotment of rights, or to exercise the rights in
respect to any such change, conversion or exchange of capital stock, and in
such case only 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 allotment of rights or exercise of such rights, as the case
may be, and notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
ARTICLE IX
Waiver of Notice
1. Any notice required to be given by these By-Laws may be
waived by the person entitled thereto.
ARTICLE X
Seal
1. The common corporate seal is and until otherwise ordered by
the Board of Directors shall be an impression upon paper or wax bearing the
words - "NATIONAL FUEL GAS COMPANY, NEW JERSEY, INCORPORATED 1902".
ARTICLE XI
Amendment of By-Laws
1. Except as otherwise provided by statute, the Board of
Directors shall have power to make, alter or repeal the By-Laws of the
Corporation by a vote of a majority of all the Directors at any duly convened
meeting of the Board, but any By-Laws so made or otherwise promulgated may be
altered or repealed and new By-Laws made by the stockholders at any duly
conveyed meeting thereof.