EXHIBIT 3-15
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NEW YORK STATE ELECTRIC & GAS
CORPORATION
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B Y - L A W S
As Amended
June 5, 1998
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NEW YORK STATE ELECTRIC & GAS CORPORATION
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BY-LAWS
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OFFICES
1. The office shall be at the place specified in the Certificate
of Incorporation as from time to time amended, now Town of Dryden,
County of Tompkins, State of New York.
The Corporation may also have offices at such other places as the
Board of Directors may from time to time designate or the business of
the Corporation may require.
SEAL
2. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words
"CORPORATE SEAL, NEW YORK". If authorized by the Board of Directors,
the corporate seal may be affixed to any certificates of stock, bonds,
debentures, notes or other engraved, lithographed or printed
instruments, by engravings, lithographing or printing thereon such
seal or a facsimile thereof, and such seal or facsimile thereof so
engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been
affixed thereto by indentation.
STOCKHOLDERS' MEETINGS
3. All meetings of the stockholders shall be held at the
principal office of the Corporation, or at such other location in the
State of New York as shall be stated in the notice of the meeting,
except when otherwise expressly provided by statute. All meetings of
stockholders shall be presided over by the Chairman or by the
President or a Vice President except when by statute the election of a
presiding officer is required.
4. The annual meeting of stockholders shall be held on the
second Friday of May in each year, if not a legal holiday, and if a
legal holiday, then on the next business day following, at eleven
o'clock A.M. or at such other date and time as shall be stated in the
notice of the meeting, at which the stockholders entitled to vote
shall elect directors, and transact such other business as may
properly be brought before the meeting.
5. The holders of a majority of the shares of stock of the
Corporation issued and outstanding and entitled to vote thereat,
without regard to class, present in person or by proxy, shall be
requisite for, and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except for the election
or removal of directors and except as otherwise expressly provided by
statute, by the Certificate of Incorporation, as amended, or by these
By-Laws; provided that, in the case of any meeting of holders of the
serial preferred stock of the Corporation, the presence in person or
by proxy of the holders of record of shares representing a majority of
the votes entitled to be cast thereat by the holders of the
outstanding shares of serial preferred stock, without regard to
series, shall be necessary to constitute a quorum for the transaction
of business except for the election or removal of directors and except
as otherwise expressly provided by statute, by the Certificate of
Incorporation, as amended, or by these By-Laws. If, however, the
holders of a majority of such shares of stock or votes, as the case
may be, shall not be present or represented by proxy at any such
meeting, the stockholders entitled to vote thereat, present in person
or by proxy, shall have power, by a majority vote of those present or
represented, to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the holders of the
amount of stock or votes, as the case may be, requisite to constitute
a quorum shall be present in person or by proxy. At any adjourned
meeting at which a quorum shall be present, in person or by proxy, any
business may be transacted which might have been transacted at the
meeting as originally noticed.
At any meeting for the election of directors by the common
stockholders, the presence in person or by proxy of the holders of
record of a majority of the outstanding shares of common stock shall
be necessary to constitute a quorum for the election of such
directors, except when otherwise expressly provided by statute.
6. At each meeting of stockholders each holder of record of
shares of capital stock then entitled to vote shall be entitled to
vote in person, or by proxy appointed by instrument executed in
writing, by such stockholder or by his duly authorized attorney; but
no proxy shall be valid after the expiration of eleven months from the
date of its execution unless the stockholder executing it shall have
specified therein its duration, which shall be for some limited
period. Except as otherwise provided by statute or by the Certificate
of Incorporation, as amended, each holder of record of shares of
capital stock entitled to vote at any meeting of stockholders shall be
entitled to one vote for every share of capital stock standing in his
name on the books of the Corporation, but, as provided by the
Certificate of Incorporation, as amended, at all elections of
directors by the common stockholders, each holder of common stock
shall be entitled to as many votes as shall equal the number of votes
which (except for such provision as to cumulative voting) he would be
entitled to cast for the election of directors with respect to his
shares of common stock multiplied by the number of directors to be
elected and he may cast all of such votes for a single director or may
distribute them among the number of directors to be voted for, or any
two or more of them, as he may see fit. All elections shall be
determined by a plurality vote. The vote for directors shall be by
ballot and, except as otherwise provided by statute or by the
Certificate of Incorporation, as amended, or by these By-Laws, all
other matters shall be determined by a vote of the holders of a
plurality of the shares of the capital stock present or represented at
a meeting and entitled to vote on such matters, and by ballot, if
demanded by any stockholder or his duly authorized proxy.
7. A list of stockholders as of the record date, certified by
the corporate officer responsible for its preparation or by a transfer
agent, shall be produced at any meeting of stockholders upon the
request thereat or prior thereto of any stockholder. If the right to
vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of stockholders to
be produced as evidence of the right of the persons challenged to vote
at such meeting, and all persons who appear from such list to be
stockholders entitled to vote thereat may vote at such meeting.
8. Except as may be otherwise provided in the Certificate of
Incorporation, as amended, with respect to the right of holders of
serial preferred stock or preference stock of the Corporation to elect
a specified number of directors in certain circumstances, only persons
who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of
persons for election to the Board of Directors may be made at any
annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by or
at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of the notice
provided for in this By-Law and on the record date for the determina-
tion of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this By-Law.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the Corporation (a) in the case of an annual meeting, not less than
sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such
notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close
of business on the tenth (10th) day following the day on which notice
of the date of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class or
series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the
class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such
stockholder, (iii) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the person(s) named in its notice and
(v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being
named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set
forth in this By-Law. If the chairman of the meeting determines that
a nomination was not made in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
9. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual
meeting by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this
By-Law and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the
notice procedures set forth in this By-Law.
In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written
form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than
the close of business on the tenth (10th) day following the day on
which such notice of the date of the annual meeting was mailed or such
public disclosure of the date of the annual meeting was made,
whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes
to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the
name and record address of such stockholder, (iii) the class or series
and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and
any material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stock-
holders except business brought before the annual meeting in
accordance with the procedures set forth in this By-Law. If the
chairman of the annual meeting determines that business was not
properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that
the business was not properly brought before the meeting and such
business shall not be transacted.
10. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate
of Incorporation, as amended, may be called by the Chairman or by the
President, and shall be called by the Chairman or the President or
Secretary at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the
proposed meetings.
11. Except as otherwise may be required by provisions of the
Certificate of Incorporation of the Corporation, as amended, relative
to meetings of stockholders required or authorized by the provisions
of paragraph (F) or (H) of Article 7 of the Restated Certificate of
Incorporation filed October 25, 1988, notice of every meeting of
stockholders, setting forth the time, place and purpose or purposes
thereof, shall be mailed, not less than ten nor more than fifty days
prior to such meetings to all stockholders (at their respective
addresses appearing on the books of the Corporation unless the
stockholder shall have filed with the Secretary of the Corporation a
written request that notices intended for him be mailed to some other
address, in which case the notice shall be mailed to the address
designated in such request) entitled to vote at such meeting, of
record as of a date fixed by the Board of Directors, not more than
fifty days in advance of such meeting, for determining the
stockholders entitled to notice of and to vote at such meeting, unless
and except to the extent that such notice shall have been waived in
writing either before or after the holding of such meeting by
stockholders entitled to notice thereof and to vote thereat.
If any By-Law regulating an impending election of directors is
adopted or amended or repealed by the Board, there shall be set forth
in the notice of the next meeting of the stockholders of the
Corporation for the election of directors the By-Laws so adopted or
amended or repealed together with a concise statement of the changes
made.
DIRECTORS
12. The property and business of the Corporation shall be
managed under the direction of its Board of Directors, which shall
consist of not less than nine (9) nor more than fifteen (15)
directors. Directors need not be stockholders. Directors shall be
elected at the annual meeting of the stockholders, or, if no such
election shall be held, at a meeting called and held in accordance
with the statutes of the State of New York. Each director shall be
elected to hold office until the expiration of the term for which he
is elected, and thereafter until a successor shall be elected and
shall qualify. The directors shall be divided, with respect to the
terms for which they severally hold office, into three classes, hereby
designated Class I, Class II and Class III. Each class shall have at
least three directors and the three classes shall be as nearly equal
in number as possible. The initial terms of office of the Class I,
Class II and Class III directors, elected at the 1987 annual meeting
of stockholders, shall expire at the next succeeding annual meeting of
stockholders, the second succeeding annual meeting of stockholders and
the third succeeding annual meeting of stockholders, respectively. At
each annual meeting of stockholders after 1987, the successors of the
class of directors whose term expires at that annual meeting shall be
elected to hold office for a term expiring at the annual meeting of
stockholders to be held in the third year following the year of their
election.
The stockholders, at any annual meeting, or at any special
meeting called for that purpose, or a majority of the entire Board of
Directors, at any regular or special meeting, may determine to
increase or decrease the number of directors to the respective maximum
or minimum limits above prescribed, and, in the case of an increase,
shall thereupon elect the additional directors. No decrease in the
number of directors shall shorten the term of any incumbent director.
Any newly created directorships or any decrease in directorships shall
be so apportioned among the classes as to make all classes as nearly
equal in number as possible. If the number of directors is increased
by the Board and any newly created directorships are filled by the
Board, there shall be no classification of the additional directors
until the next annual meeting of stockholders. At any meeting of the
stockholders, the holders of a majority of the shares of common stock
issued and outstanding, voting separately as a class, or by written
consent without a meeting may remove at any time, with or without
cause, any director theretofore elected by the common stockholders or
elected by the Board to fill a vacancy among the directors elected by
the common stockholders, and may fill the vacancy in the Board for the
unexpired term thus caused.
No director who shall have attained the age of 70 shall stand for
re-election as a director; provided, however, that such age limitation
shall not apply in connection with the election of directors at the
1997 annual meeting of stockholders.
In the event that the holders of serial preferred stock or
preference stock become entitled to exercise their special rights to
elect directors pursuant to Article 5 or Article 7, respectively, of
the Certificate of Incorporation, as amended, the above provisions
respecting the classification of directors shall not apply, and
election of directors shall be accomplished in accordance with the
provisions of such Article 5 or Article 7. The election of directors
by holders of common stock at the first annual or special meeting of
stockholders after the divestment of such special rights of the
holders of serial preferred stock or preference stock shall be
accomplished in accordance with the provisions applicable to the
initial terms of the classified directors set forth above.
13. In addition to the powers and authorities by these By-
Laws expressly conferred upon them, the Board may exercise all such
powers of the Corporation, and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the
stockholders. A director or officer of this Corporation shall not be
disqualified by his office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor shall any
transaction or contract of this Corporation be void or voidable by
reason of the fact that any director or officer or any firm of which
any director or officer is a member or employee or any corporation of
which any director or officer is a shareholder, director, officer or
employee, is in any way interested in such transaction or contract,
provided that such transaction or contract is or shall be authorized,
ratified or approved either (1) by vote of a majority of a quorum of
the Board of Directors or of the Executive Committee without counting
in such majority or quorum any director so interested or member or
employee of a firm so interested or a shareholder, director, officer
or employee of a corporation so interested or (2) by vote at a
stockholders' meeting of the holders of record of a majority of all
the outstanding shares of capital stock of the Corporation having full
voting power or by writing or writings signed by a majority of such
holders; nor shall any director or officer be liable to account to the
Corporation for any profits realized by and from or through any such
transaction, or contract of this Corporation authorized, ratified or
approved as aforesaid by reason of the fact that he or any firm of
which he is a member or employee, or any corporation of which he is a
shareholder, director, officer or employee was interested in such
transaction or contract.
MEETINGS OF THE BOARD
14. The first meeting of the Board of Directors held after the
annual meeting of stockholders at which directors shall have been
elected shall be held for the purpose of organization, the election of
officers, and the transaction of any other business which may come
before the meeting.
15. Regular meetings of the Board may be held without notice,
except as otherwise provided by these By-Laws, at such time and place
as shall from time to time be designated by the Board.
16. Special meetings of the Board may be called by the
Chairman or by the President or a Vice President or any two directors
and may be held at the time and place designated in the call and
notice of the meeting. The Secretary or other officer performing his
duties shall give notice either personally or by mail or telegram at
least twenty-four hours before the meeting. Meetings may be held at
any time and place without notice if all the directors are present or
if those not present waive notice in writing either before or after
the meeting.
17. At all meetings of the Board one-third of the total
number of directors shall be requisite for and shall constitute a
quorum for the transaction of business, and the act of a majority of
the directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of
Incorporation or by these By-Laws.
18. Any regular or special meeting may be adjourned to any
other time at the same or any other place by a majority of the
directors present at the meeting, whether or not a quorum shall be
present at such meeting, and no notice of the adjourned meeting shall
be required other than announcement at the meeting.
COMPENSATION OF DIRECTORS
19. Directors, other than salaried officers or employees of
the Corporation or of any affiliated company, shall receive
compensation for their services as directors in such form and amounts
and at such times as may be prescribed from time to time by the Board
of Directors. All directors shall be reimbursed for their reasonable
expenses, if any, for attendance at each regular or special meeting of
the Board of Directors.
20. Members of any committee of the Corporation, other than
salaried officers or employees of the Corporation or of any affiliated
company, shall receive compensation for their services on such
committee in such form and amounts and at such times as may be
prescribed from time to time by the Board of Directors.
Members of any committee of the Corporation shall be allowed such
additional compensation and reimbursement for expenses as may be fixed
by the Board of Directors.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
21. The Board of Directors may by vote of a majority of the
whole Board designate three or more of their number to constitute an
Executive Committee to hold office for such period as the Board shall
determine. The Chairman and the President shall each be a member of
the Executive Committee. The Board of Directors may likewise
designate one or more alternate members who shall serve on the
Executive Committee in the absence of any regular member or members of
such Committee. When a regular or alternate member of the Executive
Committee ceases to be a director he shall automatically cease to be
such regular or alternate member of the Executive Committee. Such
Executive Committee shall, between meetings of the Board, have all the
powers of the Board of Directors in the management of the business and
affairs of the Corporation, except that no such committee shall have
authority as to: the submission to stockholders of any action that
needs stockholders' authorization under the Business Corporation Law;
the filling of vacancies in the Board of Directors or in any
committee; the fixing of compensation of the directors for serving on
the Board or on any committee; the amendment or repeal of the By-Laws,
or the adoption of new By-Laws; the amendment or repeal of any
resolution of the Board which by its terms shall not be so amendable
or repealable.
The Executive Committee shall cause to be kept regular minutes of
its proceedings, which may be transcribed in the regular minute book
of the Corporation, and all such proceedings shall be reported to the
Board of Directors at its next succeeding meeting, and shall be
subject to revision or alteration by the Board, provided that no
rights of third persons shall be affected by such revision or
alteration. A majority of the Executive Committee shall constitute a
quorum at any meeting. The act of a majority of the Executive
Committee present at any meeting at which there is a quorum shall be
the act of the Executive Committee. The Board of Directors may by
vote of a majority thereof fill any vacancies in the Executive
Committee. The Executive Committee may, from time to time, subject to
the approval of the Board of Directors, prescribe rules and
regulations for the calling and conduct of meetings of the Committee,
and other matters relating to its procedure and the exercise of its
powers.
22. In addition to having the power to designate an Executive
Committee, the Board of Directors may by vote of a majority of the
whole Board designate other committees, whether special or standing,
each to consist of three or more of their number, to hold office for
such period as the Board shall determine. With respect to each such
other committee, the Board of Directors may likewise designate one or
more alternate members who shall serve in the absence of any regular
member or members of such other committee. When a regular or
alternate member of such other committee ceases to be a director he
shall automatically cease to be a regular or alternate member of such
other committee. Each such other committee shall have authority only
to the extent provided by the Board of Directors, except that no such
other committee shall have authority as to: the submission to
stockholders of any action that needs stockholders' authorization
under the Business Corporation Law; the filling of vacancies in the
Board of Directors or in any committee; the fixing of compensation of
the directors for serving on the Board or on any committee; the
amendment or repeal of the By-Laws, or the adoption of new By-Laws;
the amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable. A majority of each
such other committee shall constitute a quorum at any meeting thereof.
The act of a majority of each such other committee present at any
meeting thereof at which there is a quorum shall be the act of such
other committee. The Board of Directors may by vote of a majority
thereof fill any vacancies in each such other committee.
MEETINGS OF THE BOARD AND COMMITTEE THEREOF
BY CONFERENCE TELEPHONE OR SIMILAR MEANS
23. Any one or more of the members of the Board of Directors,
the Executive Committee or any special or standing committee of the
Board of Directors may participate in a meeting of the Board or such
committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear
each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
ACTION BY BOARD OR COMMITTEE WITHOUT A MEETING
24. If all members of the Board of Directors, the Executive
Committee or any special or standing committee of the Board of
Directors consent in writing to the adoption of a resolution
authorizing action required or permitted to be taken by the Board or
any committee, such action may be taken without a meeting. The
resolution and the written consents thereto shall be filed with the
minutes of the proceeding.
OFFICERS
25. The officers of the Corporation shall be chosen by the
Board of Directors. The officers shall be a Chairman, one or more
Assistants to the Chairman, a President, one or more Assistants to the
President, one or more Vice Presidents, one or more Assistant Vice
Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, one or more Assistant Treasurers, a Controller, one or more
Assistant Controllers, and such other officers as the Board may from
time to time choose and appoint. The Chairman and President may not
occupy any other such office, except that the same person may occupy
both the office of Chairman and the office of President. Neither the
Treasurer nor an Assistant Treasurer may at the same time be
Controller or an Assistant Controller. Except as above set forth, any
two of such offices may be occupied by the same person but no officer
shall execute, acknowledge or verify any instrument in more than one
capacity.
26. The Board of Directors, at its first meeting after the
election of directors by the stockholders, shall choose a Chairman and
a President from among their own number, and a Secretary, a Treasurer
and a Controller, and such Assistants to the Chairman, Assistants to
the President, Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant Controllers, as it
shall deem necessary, none of whom need be members of the Board.
27. The Board may appoint such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
28. The salary or other compensation of the officers of the
Corporation shall be fixed by the Board of Directors. The salary or
other compensation of all other employees shall, in the absence of any
action by the Board be fixed by the Chairman or the President or by
such other officers or executives as shall be designated by the
Chairman or the President.
29. The officers of the Corporation shall hold office until
the first meeting of the Board of Directors after the next succeeding
annual meeting of stockholders and until their successors are chosen
and qualify in their stead. Any officer or agent elected or appointed
by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the whole Board of
Directors. Any other employee or agent of the Corporation may be
removed at any time, with or without cause, by the affirmative vote of
a majority of the whole Board of Directors or, in the absence of any
action by the Board, by the Chairman or the President or by such other
officers or executives as shall have been designated by the Chairman
or the President.
CHAIRMAN
30. The Chairman shall be the chief executive officer of the
Corporation and shall, when present, preside at all meetings of the
Board of Directors and of the stockholders, except as otherwise by law
provided. He may sign in the name of and on behalf of the
Corporation, certificates of stock, notes, and any and all contracts,
agreements and other instruments of a contractual nature pertaining to
matters which arise in the normal conduct and ordinary course of
business of the Corporation. He shall be a member of the Executive
Committee and of all standing committees except the Executive
Compensation and Succession Committee, the Audit Committee and the
Nominating Committee. He shall also generally have the powers and
perform the duties which appertain to the office.
The Assistants to the Chairman shall assist the Chairman in the
performance of his duties and exercise and perform such other powers
and duties as may be conferred or required by the Board.
PRESIDENT
31. The President shall, when present in the absence of the
Chairman, preside at all meetings of the Board of Directors and of the
stockholders, except as otherwise by law provided. He may sign in the
name of and on behalf of the Corporation, certificates of stock,
notes, and any and all contracts, agreements and other instruments of
a contractual nature pertaining to matters which arise in the normal
conduct and ordinary course of business of the Corporation. He shall
be a member of the Executive Committee and of all standing committees
except the Executive Compensation and Succession Committee, the Audit
Committee and the Nominating Committee. He shall also generally have
the powers and perform the duties which appertain to the office.
The Assistants to the President shall assist the President in the
performance of his duties and exercise and perform such other powers
and duties as may be conferred or required by the Board.
VICE PRESIDENT
32. A Vice President may sign, in the name of and on behalf
of the Corporation, certificates of stock, notes and any and all
contracts, agreements and other instruments of a contractual nature
pertaining to matters which arise in the normal conduct and ordinary
course of business, and shall perform such other duties as the Board
of Directors may prescribe.
If there be more than one Vice President, the Board of Directors
may designate one or more Vice Presidents as Executive Vice Presidents
who shall have general supervision, direction and control of the
business and affairs of the Corporation in the absence or disability
of the Chairman and the President, and may designate one or more Vice
Presidents as Senior Vice Presidents who shall have general
supervision, direction and control of the business and affairs of the
Corporation in the absence or disability of the Chairman and the
President and the Executive Vice Presidents. A Vice President who has
not been designated as Executive Vice President or as Senior Vice
President shall have general supervision, direction and control of the
business and affairs of the Corporation in the absence or disability
of the Chairman and the President, and the Executive Vice Presidents
and the Senior Vice Presidents.
The Assistant Vice Presidents shall assist the President and Vice
Presidents in the performance of their duties and exercise and perform
such other powers and duties as may be conferred or required by the
Board.
SECRETARY
33. The Secretary shall attend all sessions of the Board and
all meetings of the stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors. He shall
be sworn to the faithful discharge of his duty. Any records kept by
him shall be the property of the Corporation and shall be restored to
the Corporation in case of his death, resignation, retirement or
removal from office.
He shall be the custodian of the seal of the Corporation and,
when authorized by the Board of Directors or by the Chairman, the
President or a Vice President, shall affix the seal to all instruments
requiring it and shall attest the seal and/or the execution of such
instruments, as required. He shall have control of the stock
ledger, stock certificate book and minute books of the Corporation and
its committees, and other formal records and documents relating to the
corporate affairs of the Corporation.
The Assistant Secretary or Assistant Secretaries shall assist the
Secretary in the performance of his duties, exercise and perform his
powers and duties in his absence or disability, and such powers and
duties as may be conferred or required by the Board.
TREASURER
34.(a) The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys, and other valuable effects in the name and
to the credit of the Corporation, in such depositories as may be
designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation in such
manner as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman, the President and
directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
(c) He shall give the Corporation a bond if required by the
Board of Directors in a sum, and with one or more sureties
satisfactory to the Board, for the faithful performance of the duties
of his office, and for the restoration of the Corporation, in case of
his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the Corporation.
The Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of his duties, exercise and perform his
powers and duties in his absence or disability, and such powers and
duties as may be conferred or required by the Board.
CONTROLLER
35. The Controller of the Corporation shall have full control
of all the books of account of the Corporation and keep a true and
accurate record of all property owned by it, of its debts and of its
revenues and expenses and shall keep all accounting records of the
Corporation other than the record of receipts and disbursements and
those relating to the deposit or custody of money and securities of
the Corporation, which shall be kept by the Treasurer, and shall also
make reports to the directors and others of or relating to the
financial condition of the Corporation.
The Assistant Controller or Assistant Controllers shall assist
the Controller in the performance of his duties, exercise and perform
his powers and duties in his absence or disability, and such powers
and duties as may be conferred or required by the Board.
VACANCIES
36. If the office of any director becomes vacant by reason of
death, resignation, removal or disability, or any other cause, the
directors then in office, except as otherwise provided in the
Certificate of Incorporation, as amended, although less than a quorum,
by a majority vote, may choose a successor or successors, who shall
hold office until the next annual meeting of stockholders, and
thereafter until a successor or successors shall be elected and shall
qualify. If the office of any officer of the Corporation shall become
vacant for any reason, the Board, by a majority vote of those present
at any meeting at which a quorum is present, may choose a successor or
successors who shall hold office for the unexpired term in respect of
which such vacancy occurred.
RESIGNATIONS
37. Any officer or any director of the Corporation may resign
at any time, such resignation to be made in writing and to take effect
from the time of its receipt by the Corporation, unless some time be
fixed in the resignation, and then from that time.
DUTIES OF OFFICERS MAY BE DELEGATED
38. In case of the absence of any officer of the Corporation,
or for any other reason the Board may deem sufficient, the Board may
delegate, for the time being, the powers or duties, or any of them, of
such officer to any other officer or to any director, provided a
majority of the entire Board concur therein.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
39. The Corporation shall fully indemnify to the extent not
prohibited by law any person made, or threatened to be made, a party
to an action or proceeding, whether civil or criminal, including an
investigative, administrative, legislative or other proceeding, and
including an action by or in the right of the Corporation or any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, by reason of the fact that he, his testator or intestate,
(i) is or was a director, officer, or employee of the Corporation or
(ii) is or was serving at the request of the Corporation, as a
director, officer, or in any other capacity, any other corporation of
any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, against any
and all judgments, fines, amounts paid in settlement and expenses,
including attorneys' fees, actually and reasonably incurred as a
result of or in connection with any such action or proceeding or any
appeal therein, except as provided in the next paragraph.
No indemnification shall be made to or on behalf of any director,
officer, or employee if a judgment or other final adjudication adverse
to the director, officer, or employee establishes that his acts were
committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or
that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Except in the case of an action or proceeding against a director,
officer, or employee specifically approved by the Board of Directors,
the Corporation shall pay expenses incurred by or on behalf of such a
person in defending such a civil or criminal action or proceeding
(including appeals) in advance of the final disposition of such action
or proceeding. Such payments shall be made promptly upon receipt by
the Corporation, from time to time, of a written demand of such person
for such advancement, together with an undertaking by or on behalf of
such person to repay any expenses so advanced to the extent that the
person receiving the advancement is ultimately found not to be
entitled to indemnification for such expenses.
The rights to indemnification and advancement of defense expenses
granted by or pursuant to this By-Law (i) shall not limit or exclude,
but shall be in addition to, any other rights which may be granted by
or pursuant to any statute, certificate of incorporation, by-law,
resolution or agreement, (ii) shall be deemed to constitute
contractual obligations of the Corporation to any director, officer,
or employee who serves in such capacity at any time while this By-Law
is in effect, (iii) are intended to be retroactive and shall be
available with respect to events occurring prior to the adoption of
this By-Law and (iv) shall continue to exist after the repeal or
modification hereof with respect to events occurring prior thereto.
It is the intent of this By-Law to require the Corporation to
indemnify the persons referred to herein for the aforementioned
judgments, fines, amounts paid in settlement and expenses, including
attorneys' fees, in each and every circumstance in which such indem-
nification could lawfully be permitted by an express provision of a
by-law, and the indemnification required by this By-Law shall not be
limited by the absence of an express recital of such circumstances.
The Corporation may, with the approval of the Board of Directors,
enter into an agreement with any person who is, or is about to become,
a director, officer, or employee of the Corporation, or who is
serving, or is about to serve, at the request of the Corporation, as a
director, officer, or in any other capacity, any other corporation of
any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which
agreement may provide for indemnification of such person and
advancement of defense expenses to such person upon such terms, and to
the extent, not prohibited by law.
STOCK OF OTHER CORPORATIONS
40. The Board of Directors shall have the right to authorize
any officer or other person on behalf of the Corporation to attend,
act and vote at meetings of the stockholders of any corporation in
which the Corporation shall hold stock, and to exercise thereat any
and all the rights and powers incident to the ownership of such stock
and to execute waivers of notice of such meetings and calls therefor;
and authority may be given to exercise the same either on one or more
designated occasions, or generally on all occasions until revoked by
the Board. In the event that the Board shall fail to give such
authority, such authority may be exercised by the Chairman or the
President in person or by proxy appointed by him on behalf of the
Corporation.
CERTIFICATES OF STOCK
41. Stock of the Corporation may be in certificated or
uncertificated form. Stock of the Corporation represented by
certificates shall be numbered and shall be entered in the books of
the Corporation as the certificates are issued. The certificates
shall exhibit the holder's name and number of shares and shall be
signed by the Chairman, President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, and the seal of the Corporation shall be affixed thereto.
Where any such certificates of stock are signed by a transfer agent
and by a registrar, the signatures of the Chairman, President or a
Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary upon any such certificates, if
authorized by the Board of Directors, may be made by engraving,
lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and effect
as if such officers had actually signed the same.
In case any officer who has signed, or whose facsimile signature
has been affixed to, any such certificate shall cease to be such
officer before such certificate shall have been delivered by the
Corporation, such certificate may nevertheless be issued and delivered
as though the person who signed such certificate, or whose facsimile
signature has been affixed thereto, had not ceased to be such officer
of the Corporation.
To the extent permitted by law, some or all of any or all classes
and series of stock of the Corporation may be uncertificated stock,
provided that no stock represented by a certificate shall be
registered on the books of the Corporation as uncertificated stock
until such certificate is surrendered to the Corporation.
TRANSFERS OF STOCK
42. Transfers of certificated stock shall be made on the
books of the Corporation only upon the request of the person named in
the certificate or by attorney, lawfully constituted in writing, and
upon surrender of the certificate therefor.
Transfers of uncertificated stock shall be made on the books of
the Corporation only upon the request of the holder of record of such
uncertificated stock or by attorney, lawfully constituted in writing,
and upon receipt by the Corporation of a written instruction signed by
the holder of record of such uncertificated stock or by such attorney
requesting that the transfer of such uncertificated stock be
registered on the books of the Corporation.
FIXING OF RECORD DATE
43. Except as otherwise may be required by provisions of the
Certificate of Incorporation, as amended, relative to meetings of
stockholders required or authorized by the provisions of paragraph (F)
or (H) of Article 7 of the Restated Certificate of Incorporation filed
October 25, 1988, the Board of Directors is hereby authorized to fix a
day and hour not exceeding fifty (50) days (and in the case of a
meeting not less than ten (10) days) preceding the date of any meeting
of stockholders or the date fixed for the payment of any dividend or
for the delivery of evidences of rights, as a record time for the
determination of the stockholders entitled to notice of and to vote at
any such meeting or entitled to receive any such dividend or rights,
as the case may be; and all persons who are holders of record of
voting stock at such time, and no others, shall be entitled to notice
of and to vote at such meeting, and only stockholders of record at any
time so fixed shall be entitled to receive any such dividend or
rights; and the stock transfer books shall not be closed during any
such period.
REGISTERED STOCKHOLDERS
44. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person,
whether or not it shall have express or other notice thereof, save as
expressly provided by the statutes of the State of New York.
LOST CERTIFICATES
45. Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact,
whereupon a new certificate may be issued of the same tenor and for
the same number of shares as the one alleged to be lost or destroyed;
provided, however, that the Board of Directors may require, as a
condition to the issuance of a new certificate, a bond of indemnity in
such form and amount and with such surety or sureties, or without
surety, as the Board of Directors shall determine, and may also
require the advertisement of such loss in such manner as the Board may
prescribe.
INSPECTION OF BOOKS
46. The Board of Directors shall have power to determine
whether and to what extent, and at what time and places and under what
conditions and regulations, the accounts and books of the Corporation
(other than the books required by statute to be open to the inspection
of stockholders), or any of them, shall be open to the inspection of
stockholders, and no stockholders shall have any right to inspect any
account or book or document of the Corporation, except as such right
may be conferred by the statutes of the State of New York or by
resolution of the directors or of the stockholders.
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
47. All checks or demands for money and notes of the
Corporation shall be signed by such person or persons (who may but
need not be an officer or officers of the Corporation) as may be
authorized by these By-Laws or as the Board of Directors may from time
to time designate, either directly or through such officers of the
Corporation as shall, by resolution of the Board of Directors, be
authorized to designate such person or persons. If authorized by the
Board of Directors, the signatures of such persons, or any of them,
upon any checks for the payment of money may be made by engraving,
lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and effect
as if such persons had actually signed the same.
All bonds, mortgages and other instruments requiring a seal shall
be executed on behalf of the Corporation by the Chairman or the
President or a Vice President, and the seal of the Corporation shall
be thereunto affixed by the Secretary or an Assistant Secretary who
shall, when required, attest the seal and/or the execution of said
instruments. If authorized by the Board of Directors, the signatures
of the Chairman or the President or a Vice President and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer
upon any engraved, lithographed or printed bonds, debentures, notes or
other instruments may be made by engraving, lithographing or printing
thereon a facsimile of such signatures, in lieu of actual signatures,
and such facsimile signatures so engraved, lithographed or printed
thereon shall have the same force and effect as if such officers had
actually signed the same.
In case any officer who has signed any such bonds, debentures,
notes or other instruments shall cease to be such officer before such
bonds, debentures, notes or other instruments shall have been
delivered by the Corporation, such bonds, debentures, notes or other
instruments may nevertheless be adopted by the Corporation and be
issued and delivered as though the person who signed the same had not
ceased to be such officer of the Corporation.
RECEIPTS FOR SECURITIES
48. All receipts for stocks, bonds or other securities
received by the Corporation shall be signed by the Treasurer or an
Assistant Treasurer or by such other person or persons as the Board of
Directors or Executive Committee shall designate.
FISCAL YEAR
49. The fiscal year shall begin the first day of January in
each year.
DIVIDENDS
50. Dividends upon the capital stock of the Corporation, when
earned, may be declared by the Board of Directors at any regular or
special meeting.
The Board of Directors shall have power to fix and determine, and
from time to time to vary, the amount to be reserved as working
capital; to determine whether any, and if any, what part of any,
accumulated surplus net profits shall be declared and paid as
dividends, to determine the date or dates for the declaration or
payment of dividends and to direct and determine the use and
disposition of any surplus net profits, and before payment of any
dividend or making any distribution of profits there may be set aside
out of the surplus or net profits of the Corporation such sum or sums
as the directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of
the Corporation, or for such other purpose as the directors shall
think conducive to the interests of the Corporation.
DIRECTORS' ANNUAL STATEMENT
51. The Board of Directors shall present at each annual
meeting, and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement of the
business and condition of the Corporation.
NOTICES
52. Whenever under the provisions of these By-Laws notice is
required to be given to any director, officer or stockholder, it shall
not be construed to require personal notice, but such notice may be
given in writing, by mail, by depositing a copy of the same in a post
office, letter box or mail chute, maintained by the Post Office
Department, in a postpaid sealed wrapper, addressed to such
stockholder, officer or director, at his address as the same appears
on the books of the Corporation.
A stockholder, director or officer may waive in writing any
notice required to be given to him under these By-Laws.
INSPECTORS OF ELECTION
53. Preceding each meeting of the stockholders for the
election of directors, the Board of Directors shall appoint two
inspectors of election to act at such meeting or any adjournment or
adjournments thereof as inspectors of election. In the event that
such inspectors shall not be so appointed, they shall be appointed at
the meeting at which such election is to be held, and if any inspector
shall refuse to serve, or neglect to attend at the election or his
office become vacant, the meeting may appoint an inspector in his
place. The inspectors appointed to act at any meeting of the
stockholders shall, before entering upon the discharge of their
duties, be sworn to faithfully execute the duties of inspector at such
meeting with strict impartiality, and according to the best of their
ability, and the oaths so taken shall be subscribed by them and
delivered to the Secretary of the meeting with a certificate of the
result of the vote taken thereat.
AMENDMENTS
54. These By-Laws may be altered or amended by the
affirmative vote of a majority of the stock issued and outstanding and
entitled to vote, or by the affirmative vote of a majority of the
Board of Directors at any meeting duly held as above provided, the
notice of which includes notice of the proposed amendment; provided,
however, that no By-Laws adopted by the Board of Directors regulating
the election of directors or officers shall be valid unless published
for at least once a week for two successive weeks in a newspaper in
the County where the election is to be held, and at least thirty days
before such election.
EMERGENCY BY-LAWS
1. These Emergency By-Laws shall be effective upon the order
of the New York State Defense Council, as constituted under the New
York State Defense Emergency Act, or any successor body, in the event
of attack and shall cease to be effective when the Council or
successor body declares the end of the period of attack. During such
period, the By-Laws of this Corporation shall remain in effect except
to the extent superseded by or inconsistent with these Emergency By-
Laws.
2. The powers of the Board of Directors of the Corporation
shall be vested in such directors of the Corporation as are readily
available to act. If such directors do not constitute a quorum, then
the full powers of the Board shall be vested in the members of the
Executive Committee who are readily available to act. If members of
the Executive Committee readily available to act do not constitute a
quorum, then the property and business of the Corporation shall be
managed by an Emergency Management Committee composed of not more than
five of the following persons who are readily available to act: (a)
Directors of the Corporation; (b) to the extent necessary, Executive
Vice Presidents of the Corporation, in order of seniority of service
in that office; (c) to the extent necessary, Senior Vice Presidents of
the Corporation, in order of seniority of service in that office; (d)
to the extent necessary, Vice Presidents of the Corporation, in order
of seniority of service in that office; and (e) to the extent
necessary and in the following order: Assistant Vice Presidents in
order of seniority of service in that office; Assistants to the
Chairman in order of seniority of service in that office; Assistants
to the President in order of seniority of service in that office;
Secretary; Treasurer.
3. Meetings of such Directors, the Executive Committee or the
Emergency Management Committee may be held at any time and place. At
any meeting of the Emergency Management Committee, three shall consti-
tute a quorum and the act of a majority present at any meeting at
which there is a quorum shall be the act of the Committee.
In the event it is impracticable to hold a meeting of such
Directors, the Executive Committee or the Emergency Management Commit-
tee, the concurrence of individuals comprising any such group may be
expressed orally or in writing (regardless of the manner of
transmission or communication) and such concurrence shall be deemed to
be the act of any such group.
4. Nothing herein shall be deemed to abrogate the power of
Directors remaining in office to choose a successor or successors in
the event of vacancy in the office of any Director, as provided in
the By-Laws of the Corporation. Upon the taking of any such action,
any powers theretofore vested pursuant to these Emergency By-Laws in
the Executive Committee or the Emergency Management Committee shall
terminate.
5. Any action taken in good faith under these Emergency By-
Laws shall be as valid and binding as if taken by the Board of
Directors even though subsequent developments may show that at the
time such action was taken conditions requisite for such action did
not in fact exist.