EXHIBIT
3(b)
As amended April 19, 2000
BY-LAWS
OF
NEW ENGLAND POWER COMPANY
ARTICLE 1.
Classes of Capital Stock.
The capital stock of the corporation shall consist of common stock of
the par value of $20 a share, and the 6% Cumulative Preferred Stock of the
par value of $100 a share, having the preferences, voting rights,
restrictions and qualifications as follows:
Section 1. 6% Cumulative Preferred Stock and Common Stock. (Whenever
in this Section 1 reference is made to "preferred" or "preferred stock", it
shall be deemed to be a reference to the 6% Cumulative Preferred Stock
unless expressly provided otherwise.)
At every meeting of the stockholders every holder of shares of stock,
whether preferred or common, shall be entitled to one vote either in person
or by proxy for every such share registered in his name. The holders of the
preferred stock shall be entitled to receive or to have set apart, out of
the surplus or net profits of the corporation, as and when declared by the
board of directors, a dividend at the rate of, but never exceeding, six per
centum per annum, cumulative, on all such preferred stock outstanding at the
time, which dividend shall be payable yearly, half-yearly or quarterly as
the board of directors may, from time to time, fix and determine, and before
any dividend shall be set apart for or paid on the common stock. Whenever a
dividend is declared or paid on the preferred stock and all prior dividends
on the outstanding shares of such stock shall have been paid or set apart,
the board of directors may, if in its judgment, the surplus or net profits,
after deducting the amount of dividends to accrue on the said outstanding
preferred stock during the current year, shall be sufficient for such
purpose, then or thereafter declare and pay dividends on the common stock
payable yearly, half- yearly or quarterly, and payable then or thereafter
out of any remaining surplus or net profits of the year then current or
last past and of any previous year in which full dividends shall have been
paid on the preferred stock. In case of a liquidation or dissolution or
winding up (whether voluntary or involuntary) of the corporation, the
holders of the preferred stock shall receive cash to the amount of the par
value of such preferred stock, together with all accrued and unpaid
dividends thereon (but no more), before any payment is made to the holders
of the common stock, and the holders of the common stock shall be solely
entitled to the entire assets of the corporation or the proceeds thereof,
remaining after the payment in full, at its par value, of the preferred
stock then outstanding, together with all dividends thereon accrued and
unpaid. But dividends shall not cumulate upon any preferred shares for any
period during which the same were not outstanding preferred shares of the
corporation. If the corporation at any time increases its capital stock,
and the new or additional shares are required by law to be offered
proportionately to its stockholders, the holders of all classes of preferred
stock only shall be entitle to subscribe for new or additional preferred
stock of any class and the holders of common stock only shall be entitled to
subscribe for new or additional common stock and notice of such increase as
required by law need be given and the new shares need be offered
proportionately only to the stockholders who are so entitled to subscribe.
ARTICLE II.
Stock Certificates and Transfers.
Section 1. Certificates. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation owned by him in such
form as shall, in conformity to law, be prescribed from time to time by the
board of directors. Such certificate shall be signed by the president or a
vice- president and by the treasurer or an assistant treasurer, and shall
bear the seal of the corporation; provided, however, that when any such
certificate is signed by a transfer agent and by a registrar and the
registrar is not the same person, partnership, association, trust or
corporation as the transfer agent, the signature of the president or a vice-
president or of the treasurer or an assistant treasurer of the corporation,
or both such signatures, or the seal of the corporation, or either or both
of such signatures and such seal, upon such certificate may be facsimile,
and such certificate shall be as valid and effectual for all purposes as if
signed by such officer or officers, or sealed with the seal of the
corporation, as the case may be. The fact that a person signing has ceased
to be an officer shall not invalidate any such certificate.
Section 2. Transfer Books. The Treasurer or such agent or agents as
may be employed by the treasurer with the approval of the board of directors
shall keep the stock and transfer books of the corporation and a record of
all certificates of stock issued and of all transfers of stock and a
register of all the stockholders, their addresses and the number of shares
held by each. The board of directors may fix in advance a time, not more
than thirty days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for
determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such
dividend or distribution or the right to give such consent or dissent, and
in such case only stockholders of record on such record date shall have such
right, notwithstanding any transfer of stock on the books of the corporation
after the record date; or without fixing such record date the board of
directors may for any of such purposes close the transfer books for all or
any part of such thirty-day period.
Section 3. Transfer of Shares. Subject to the restrictions, if any,
imposed by the agreement of association, title to a certificate of stock and
to the shares represented thereby shall be transferred only by delivery of
the certificate properly endorsed, or by delivery of the certificate
accompanied by a written assignment of the same, or a written power or
attorney to sell, assign or transfer the same or the share represented
thereby, properly executed; but the person registered on the books of the
corporation as the owner of shards shall have the exclusive right to receive
dividends thereon and to vote thereon as such owner and, except only as may
be required by law, may in all respects be treated by the corporation as the
exclusive owner thereof.
It shall be the duty of each stockholder to notify the corporation of
his post office address.
Section 4. Loss of Certificates. In case of the alleged loss or
destruction, or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such reasonable terms as
the board or directors may prescribe.
ARTICLE III.
Stockholders.
Section 1. Annual Meeting. The annual meeting of stockholders
generally entitled to vote shall be held on the third Wednesday of April in
each year, if it be not a legal holiday, and if it be a legal holiday, then
on the next succeeding full business day not a legal holiday. Annual
meetings of stockholders shall be held at the office of the corporation in
the Town of Westborough, Massachusetts, or at such other place in
Massachusetts as the president or a majority of the directors may designate.
Purposes for which annual meetings are to be held additional to those
prescribed by law, by the agreement of association and by these by-laws may
be specified by the board of directors or by writing signed by the president
or by a majority of the directors or by stockholders who hold at least one-
tenth of the aggregated par value of the capital stock entitled to vote at
the meeting. If any such annual meeting is omitted on the day herein
provided therefor, a special meeting may be held in place thereof, and any
business transacted or elections held at such meeting shall have the same
effect as if transacted or held at said annual meeting.
Section 2. Special Meetings. Special meetings of the stockholders
may be called to be held anywhere in Massachusetts by the president or by a
majority of the directors, and shall be called by the clerk or, in case of
the death, absence, incapacity or refusal of the clerk, by any other officer
of the corporation, upon written application of stockholders who hold at
least one-tenth of the aggregate par value of the capital stock entitled to
vote at the meeting, stating the time, place and purpose of the meeting.
Section 3. Notice of Meetings. A written or printed notice of each
meeting of stockholders, stating the place, day and hour thereof and the
purpose for which the meeting is called, shall be given by the clerk, at
least seven days before such meeting, to each stockholder entitled to vote
thereat, by leaving such notice with him or at his residence or usual place
of business, or by mailing it, postage prepaid and addressed to such
stockholder at his address as it appears upon the books of the corporation.
In the absence or disability of the clerk, such notice may be given by a
person designated either by the clerk or by the person or persons calling
the meeting or by the board of directors. No notice of the time, place or
purpose of any regular or special meeting of the stockholders shall be
required if every stockholder entitled to notice thereof is present in
person or is represented at the meeting by proxy or if every such
stockholder, or his attorney thereunto authorized, by a writing which is
filed with the records of the meeting, waives such notice.
Section 4. Quorum. At any meeting of the stockholders, a majority
in interest of all stock issued and outstanding and entitled to vote
upon a question to be considered at the meeting shall constitute a
quorum for the consideration of such question, but a lesser interest
may adjourn any meeting from time to time, and the meeting may be held
as adjourned without further action. When a quorum is present at any
meeting, a majority of the stock represented thereat and entitled to
vote shall, except where a larger vote is required by law, by the
agreement of association or by these by- laws, decide any question
brought before such meeting.
Section 5. Proxies and Voting. Stockholders may vote either in
person or by proxy in writing dated not more than six (6) months before the
meeting named therein, which shall be filed with the clerk of the meeting
before being voted. Such proxies shall entitle the holders thereof to vote
at any adjournment of such meeting but shall not be valid after the final
adjournment of such meeting.
ARTICLE IV.
Directors.
Section 1. Powers. The board of directors shall have, and may
exercise, all the powers of the corporation, except such as are conferred
upon the stockholders by law, by the agreement of association and by these
by-laws.
Section 2. Election. A board of not less than three directors
shall be chosen by ballot at the annual meeting of the stockholders or at
the special meeting held in lieu thereof. The number of directors for each
corporate year shall be fixed by vote at the meeting at which they are
elected, provided that the board of directors may otherwise fix the number
of directors at a number no less than three nor more than eleven until the
next annual meeting or special meeting in lieu of such annual meeting. Any
vacancies so created may be filled pursuant to the provisions of Article IV,
Section 6 hereof. No director need be a stockholder. Subject to law, to
the articles of organization, and to the other provisions of these by-laws,
each director shall hold office until the next annual meeting of the
stockholders electing such director and until his successor is chosen and
qualified.
Section 3. Regular Meeting. Regular meetings of the board of
directors may be held at such places and at such times as the board may by
vote from time to time determine, and if so determined, no notice thereof
need be given. A regular meeting of the board of directors may be held
without notice immediately after, and at the same place as the annual
meeting of the stockholders, or the special meeting of the stockholders held
in place of such annual meeting.
Section 4. Special Meetings. Special meetings of the board of
directors may be held at any time and at any place when called by the
president, treasurer or two or more directors, reasonable notice thereof
being given to each director, or at any time without call or formal notice,
provided all the directors are present or waive notice thereof by a writing
which is filed with the records of the meeting. In any case it shall be
deemed sufficient notice to a director to send notice by mail or telegram at
least forty-eight hours before the meeting addressed to him as his usual or
last known business or residence address.
Section 5. Quorum. A majority of the board of directors shall
constitute a quorum for the transaction of business, but a less number may
adjourn any meeting from time to time, and the meeting may be held as
adjourned without further notice. Except as otherwise provided, when a
quorum is present at any meeting, a majority of the members in attendance
thereat shall decide any question brought before such meeting.
Section 6. Vacancies. If the office of any director, one or more,
elected by the stockholders generally entitled to vote, becomes vacant by
reason of death, resignation, removal, disqualification or otherwise, the
remaining directors so elected, though less than a quorum, may, unless such
vacancy shall have been filled by the stockholders generally entitled to
vote, choose by a majority vote of their entire number, a successor or
successors, who shall hold office for the unexpired term.
Section 7. Committees: The board of directors may, by vote of a
majority of the directors then in office, elect from their number an
executive or other committees and may by like vote delegate thereto some or
all of their powers except those that by law, the articles of organization
or these by-laws they are prohibited from delegating to such committee.
Except as otherwise provided in these by-laws or as the directors may
otherwise determine, any such committee may make rules for the conduct of
its business, but, unless otherwise provided in these by-laws, by the
directors or in such rules, its business shall be conducted as nearly as may
be in the same manner as is provided by these by-laws for the directors.
Except as otherwise provided in these by-laws, the board of directors shall
have the power at any time to fill vacancies in any such committee, to
change its membership, the powers delegated thereto, or to discharge the
committee.
ARTICLE IV-A.
Special Nuclear Committee.
Section 1. Establishment of Committee; Membership. The board of
directors shall establish a Special Nuclear Committee. The members of the
Special Nuclear Committee shall be elected by the board of directors from
their number. The corporation shall immediately inform the Nuclear
Regulatory Commission of any change in the membership of the Special Nuclear
Committee. The membership of the Special Nuclear Committee shall consist of
three directors, or such larger number as the board of directors, from time
to time, shall determine. No director may serve on the Special Nuclear
Committee unless such director is a citizen of the United States of America.
A majority of the members of the Special Nuclear Committee shall at all
times be made up of directors ("Independent Directors") who are not current
or former employees of the corporation or of any other affiliated entity (a)
that owns, directly or indirectly through one or more subsidiaries, a
majority of the outstanding capital stock of the corporation, (b) a majority
of the outstanding equity securities of which is owned, directly or
indirectly through one or more subsidiaries, by the corporation, or (c) a
majority of the outstanding equity securities of which is owned, directly or
indirectly through one or more subsidiaries, by any entity referred to in
clause (a) of this Section 1.
Section 2. Term; Removal. Each member of the Special Nuclear
Committee shall serve for a term commencing on the date of election to the
Special Nuclear Committee and ending at the next annual meeting of
stockholders or special meeting held in lieu thereof. Notwithstanding the
right of the stockholders to remove directors as provided in Article IV,
Section 2 of these by-laws, during any director's term as a member of the
Special Nuclear Committee, such member shall not be removed except for
willful and continued failure by such member to substantially perform his or
her duties to the corporation in accordance with these by-laws, or such
member's conviction of fraud, embezzlement, theft or other criminal conduct
involving a felony.
Section 3. Regular Meetings. Regular meetings of the Special Nuclear
Committee may be held at such places and at such times as the members of the
Special Nuclear Committee may by vote from time to time determine, and if so
determined, no notice thereof need be given.
Section 4. Special Meetings. Special meetings of the Special Nuclear
Committee may be held at any time and at any place when called by two or
more members of the Special Nuclear Committee, reasonable notice thereof
being given to each member of the Special Nuclear Committee, or at any time
without call or formal notice, provided all the members of the Special
Nuclear Committee are present or waive notice thereof by a writing which is
filed with the records of the meeting. In any case it shall be deemed
sufficient notice to a member of the Special Nuclear Committee to send
notice by mail or telegram at least forty-eight hours before the meeting
addressed to such member at his or her usual or last known business or
residence address.
Section 5. Quorum. A majority of the members of the Special Nuclear
Committee shall constitute a quorum for the transaction of business, but a
lesser number may adjourn any meeting from time to time, and the meeting may
be held as adjourned without further notice. Except as otherwise provided,
when a quorum is present at any meeting, a majority of the members in
attendance thereat shall decide any question brought before such meeting.
Section 6. Vacancies. If the office of any member of the Special
Nuclear Committee, one or more, elected by the board of directors pursuant
to Section 1 of this Article IV-A, becomes vacant by reason of death,
resignation, removal, disqualification or otherwise, the remaining members
of the Special Nuclear Committee, though less than a quorum, may, unless
such vacancy shall have been filled by the board of directors, choose by a
majority vote of their entire number, a successor or successors from among
the members of the board of directors who are citizens of the United States
of America, who shall hold office for the unexpired term. Such successors
shall be chosen in such a manner to ensure that, after giving effect to
their selection, a majority of the members of the Special Nuclear Committee
are Independent Directors, as such term is defined in Section 1 of this
Article IV-A.
Section 7. Nuclear Authority Delegated to Special Nuclear Committee.
Except as otherwise provided in Section 8 of this Article IV-A, the Special
Nuclear Committee shall have sole discretion and decision-making authority
on behalf of the corporation as to all matters involving any interests that
the corporation may hold, now or in the future, in any nuclear power
facility, whether such ownership interest is direct or indirect. Without
limiting the generality of the foregoing, the Special Nuclear Committee
shall, except as otherwise provided in Section 8 of this Article IV-A, have
sole decision- making authority with respect to all matters relating to the
operation, maintenance, contribution of capital, decommissioning, and fuel
cycle matters with respect to all such nuclear power facilities. The
Special Nuclear Committee shall report to the board of directors on a
quarterly basis with respect to its activities, but such reports shall be
for informational purposes only, and any powers that the board of directors
generally might otherwise have with respect to any such matters are, except
as otherwise provided in this Article IV-A, permanently and irrevocably
delegated to the Special Nuclear Committee.
Section 8. Certain Decisions Reserved to Board of Directors.
Notwithstanding Section 7 of this Article IV-A, after consultation with the
Special Nuclear Committee, the board of directors shall have, with respect
to any nuclear power facility in which the corporation has a direct or
indirect interest, the following rights:
(a) The right to vote as to whether or not to close any such nuclear
facility and begin decommissioning, and to vote as to whether to seek
relicensing of such facility (once the joint owners of a nuclear unit
have made a decision to decommission or restart such unit, the
decision- making process to then reside with the Special Nuclear
Committee to provide the corporation's inputs to the joint owners
regarding the details of implementing such decision); and
(b) The right to determine to sell, lease or otherwise dispose of the
corporation's interest in any such facility.
Section 9. Access to Restricted Information. To the extent that the
corporation, by virtue of its ownership of any direct or indirect interest
in any nuclear power facility, obtains any so-called "Restricted Data" as to
which access is restricted pursuant to the provisions of the Atomic Energy
Act of 1954, as amended, or any rules, regulations or orders of the Nuclear
Regulatory Commission, access to any such information shall be limited
solely to the members of the Special Nuclear Committee, and the members of
the Special Nuclear Committee shall not, without the permission of the
Nuclear Regulatory Commission, reveal any such information to any foreign
citizen or other person with whom it shall be unlawful to share any such
information.
Section 10. Report of Foreign Influence; Whistle Blower Protections.
In the event that any member of the Special Nuclear Committee believes that
any action by a foreign citizen is designed to influence such member's
behavior with respect to any nuclear power facility to the detriment of the
national interest of the United States of America, such member is authorized
and directed to report such behavior to the Nuclear Regulatory Commission.
The corporation hereby extends to each member of the Special Nuclear
Committee the full protection afforded by the so-called "whistle blower"
regulations of the Nuclear Regulatory Commission as codified at 10 C.F.R.
Section 50.7, and agrees that the phrase "protected activity" used therein
shall include, with respect to each member of the Special Nuclear Committee,
any action or decision made by any such member pursuant to this Article IV-A
of these by-laws, including any votes cast by any such member.
Section 11. Amendments to By-law Provisions Relating to Special
Nuclear Committee. Notwithstanding Article IX of these by-laws, the
provisions of this Article IV-A shall not, without the prior consent of the
Director of Nuclear Reactor Regulation of the Nuclear Regulatory Commission,
be amended or repealed unless and until (a) the provisions of the Atomic
Energy Act of 1954, as amended, or the applicable regulations thereunder,
are amended such as to remove the current provisions thereof restricting
foreign ownership of nuclear power facilities, or (b) the corporation shall,
with the consent of the Nuclear Regulatory Commission, have disposed of all
of its interests in any nuclear power facilities. In the event that either
such condition shall have been met, the corporation shall, prior to amending
or repealing the provisions of this Article IV-A, notify the Nuclear
Regulatory Commission of its intent to effect such amendment or repeal.
ARTICLE V.
Officers.
Section 1. Election and Appointment. The officers shall be a
president, a clerk, a treasurer and such other officers and agents as the
board of directors may in their discretion appoint. The treasurer and the
clerk shall be chosen by ballot at the annual meeting of the stockholders
generally entitled to vote. The president shall be elected annually by the
board of directors after its election by the stockholders. So long as the
corporation is a licensee of Millstone Unit No. 3 or of Seabrook Unit No. 1,
all officers shall be citizens of the United States. The president shall be
a director. The clerk shall be a resident of Massachusetts. So far as is
permitted by law, any two or more offices may be filled by the same person.
Subject to law, to the articles of organization and to the other provisions
of these by-laws, the treasurer and clerk shall each hold office until the
next annual meeting of stockholders generally entitled to vote and until his
successor is chosen and qualified, the president shall hold office until the
first meeting of directors after the next annual meeting of stockholders
generally entitled to vote and until his successor is chosen and qualified
and the other officers and agents shall hold office during the pleasure of
the board of directors or for such term as the board of directors shall
prescribe. Each officer shall, subject to these by-laws, have in addition
to the duties and powers herein set forth such duties and powers as are
commonly incident to his office, and such duties and powers as the board of
directors shall from time to time designate.
Section 2. President. Except as otherwise determined by the board of
directors, the president shall be the chief executive officer of the
corporation and shall preside at all meetings of the stockholders and of the
board of directors at which he is present. The president shall have custody
of the treasurer's bond.
Section 3. Clerk. The clerk shall keep an accurate record of the
proceedings of all meetings of the stockholders in books provided for the
purpose, which books shall be kept at the principal office of the
corporation and shall be open at all reasonable times to the inspection of
any stockholder. In the absence of the clerk at any such meeting, a
temporary clerk shall be chosen, who shall record the proceedings of such
meeting in the aforesaid books. The clerk and such temporary clerk shall be
sworn.
If no secretary is appointed, the clerk shall also keep accurate
minutes of all meetings of the board of directors and in his absence from
any such meeting a temporary clerk shall be chosen, who shall be sworn and
shall record the proceedings of such meeting.
Section 4. Secretary. If a secretary is appointed, he shall keep
accurate minutes of all meetings of the board of directors, and in his
absence from any such meeting a temporary secretary shall record the
proceedings thereof.
Section 5. Treasurer. The treasurer shall, subject to the direction
and under the supervision of the board of directors, have general charge of
the financial concerns of the corporation and the care and custody of the
funds and valuable papers of the corporation, except his own bond, and he
shall have power to endorse for deposit or collection all notes, checks,
drafts, etc., payable to the corporation or its order, and to accept drafts
on behalf of the corporation. He shall keep, or cause to be kept, accurate
books of account, which shall be the property of the corporation. If
required by the board of directors he shall give bond for the faithful
performance of his duty in such form, in such sum, and with such sureties as
the board of directors shall require.
Any assistant treasurer shall have such powers as the board of
directors shall from time to time designate.
Section 6. Removals. The stockholders generally entitled to vote
may, at any special meeting called for the purpose, by vote of a majority of
the capital stock issued and outstanding and generally entitled to vote,
remove from office the treasurer, clerk or any director elected by the
stockholders generally entitled to vote, and elect his successor. The board
of directors may likewise, by vote of a majority of their entire number,
remove from office any officer or agent of the corporation; provided,
however, that the board of directors may remove the treasurer or clerk for
cause only.
Section 7. Vacancies. If the office of any officer or agent, one or
more, becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the directors may, unless such vacancy, if in
the office of the treasurer or clerk, shall have been filled by the
stockholders generally entitled to vote, choose by a majority vote of their
entire number, a successor or successors, who shall hold office for the
unexpired term, subject to the provisions of Section 6 of this Article V.
ARTICLE V-A
Liability and Indemnification.
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such
liability, except with respect to any matter as to which such liability
shall have been imposed (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section sixty-one or sixty-two of chapter one hundred and
fifty-six B of the General Laws of Massachusetts, or (iv) for any
transaction from which the director derived an improper personal benefit.
The corporation shall indemnify each of its directors and officers
against any loss, liability or expense, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees, imposed upon or reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, including but not limited to derivative suits (to the
extent permitted by law), in which he may be involved or with which he may
be threatened, while in office or thereafter, by reason of his being or
having been a director or officer, except with respect to any matter as to
which he shall have been adjudicated in such action, suit or proceeding not
to have acted in good faith in the reasonable belief that his action was in
the best interests of the corporation, or, to the extent that such matter
relates to service with respect to any employee benefit plan, as in the best
interests of the participants or beneficiaries of such plan. As to any
matter disposed of by a compromise payment by a director or officer,
pursuant to a consent decree or otherwise, no indemnification either for
said payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the corporation,
after notice that it involves such indemnification, if no change in control
has occurred (a) by a disinterested majority of the directors then in
office, (b) by a majority of the disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent
legal counsel to the effect that such director or officer appears to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation, or (c) by the vote, at a meeting duly called
and held, of the holders of a majority of the shares outstanding and
entitled to vote thereon, exclusive of any shares owned by any interested
director or officer or, if a change in control shall have occurred, by an
opinion in writing of independent legal counsel to the effect that such
director or officer appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation.
Expenses incurred with respect to the defense or disposition of any
action, suit or proceeding heretofore referred to in this Article shall be
advanced by the corporation prior to the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification, which undertaking shall be accepted without
reference to the financial ability of the recipient to make such repayment.
If in an action, suit or proceeding brought by or in right of the
corporation, a director is held not liable, whether because relieved of
liability under the first paragraph of this Article or otherwise, he shall
be deemed to have been entitled to indemnification for expenses incurred in
defense of said action, suit or proceeding.
(i) The term "officer" includes (a) persons who serve at the
request of the corporation as directors, officers, or trustees of
another organization and (b) employees of the corporation and its
affiliates who serve in any capacity with respect to benefit plans for
the corporation's employees.
(ii) An "interested director" or officer is one against whom in
such capacity the proceeding in question or another proceeding on the
same or similar grounds is then pending.
(iii) A "change in control" occurs when (a) any individual,
corporation, association, partnership, joint venture, trust or other
entity or association thereof acting in concert (excluding any
employee benefit plan, dividend reinvestment plan or similar plan of
the corporation, or any trustee thereof acting in such capacity)
acquires more than 20% of the corporation's outstanding stock having
general voting rights or more than 20% of the common shares of any
entity owning more than 50% of the corporation's outstanding stock
having general voting rights, whether in whole or in part, by means of
an offer made publicly to the holders of all or substantially all of
such outstanding stock or shares to acquire stock or shares for cash,
other property, or a combination thereof or by any other means, unless
the transaction is consented to by vote of a majority of the
continuing directors; or (b) continuing directors cease to constitute
a majority of the board.
(iv) The term "continuing director" shall mean any director of
the corporation who (a) was a member of the board of directors of the
corporation on the later of January 1, 1987, or the date the director
or officer seeking indemnification first became such, or (b) was
recommended for his initial term of office by a majority of continuing
directors in office at the time of such recommendation.
Nothing contained in this Article shall (i) limit the power of the
corporation to indemnify employees and agents of the corporation or its
subsidiaries other than directors and officers on any terms it deems
appropriate not prohibited by law, (ii) limit the power of the corporation
to indemnify directors and officers for expenses incurred in suits, actions,
or other proceedings initiated by such director of officer or (iii) affect
any rights to indemnification to which corporation personnel other than
directors and officers may be entitled by contract or otherwise. The rights
provided in this Article shall not be exclusive of or affect any other right
to which any director or officer may be entitled and such rights shall inure
to the benefit of its or his successors, heirs, executors, administrators
and other legal representatives. Such other rights shall include all
powers, immunities and rights of reimbursement allowable under the laws of
The Commonwealth of Massachusetts.
The provisions of this Article shall not apply with respect to any act
or omission occurring prior to June 25, 1987. No amendment to or repeal of
this Article shall apply to or have any effect upon the liability,
exoneration or indemnification of any director or officer for or with
respect to any acts or omissions of the director or officer occurring prior
to such amendment or repeal.
ARTICLE VI.
Seal.
The seal of the corporation shall, subject to alteration by the board
of directors, consist of a flat-faced circular die with the words "New
England Power Company Massachusetts" on the periphery, and the words
"Corporate Seal Consolidated 1916" within the circle, cut or engraved
thereon.
ARTICLE VII.
Execution of Papers.
Except as the board of directors may generally or in particular cases
authorized the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other obligations
made, accepted or endorsed by the corporation, shall be signed by the
president, any vice-president, the treasurer or any assistant treasurer.
ARTICLE VII.
Fiscal Year.
Except as from time to time otherwise provided by the board of
directors, the fiscal year of the corporation shall be the calendar year.
ARTICLE IX.
Amendments.
Subject to the provisions of law and of Article IV-A, Section 11,
these by-laws may be amended, altered or repealed by a vote of a majority of
the outstanding capital stock generally entitled to vote at any meeting of
such stockholders, provided notice of the proposed amendment, alteration or
repeal is given in the notice of said meeting.