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EXHIBIT 3.1
Amended 2/21/85
6/19/86
7/07/88
6/14/90
6/18/92
12/8/93
6/09/94
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 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
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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
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the powers of the 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 $l8,000.00 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 $1,000 for attendance at
any meeting of the Board of Directors and a fee of $800 for
attendance at any meeting of any committee of the Board of
Directors, except that if a Director participates in a committee
meeting by telephone, the fee shall be $500. 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
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interested in the contract 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
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,
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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 of the Board of
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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 change or conversion
or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders
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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.