ANNEX A
BY-LAWS OF NIAGARA MOHAWK POWER CORPORATION
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting: The annual meeting of the stockholders
of the corporation for the election of directors and the
transaction of such other business as may properly come before it
shall be held on the first Tuesday in May in each year. If that
day be a legal holiday in any year, the meeting shall be held on
the next day following that is not a legal holiday.
Business properly brought before any such annual meeting shall
include matters specifically set forth in the corporation's proxy
statement with respect to such meeting, matters which the Chairman
of the Board of Directors in his sole discretion causes to be
placed on the agenda of any such annual meeting and (i) any
proposal of a stockholder of this corporation and (ii) any
nomination by a stockholder of a person or persons for election as
director or directors, if such stockholder has made a written
request to this corporation to have such proposal or nomination
considered at such annual meeting, as provided herein, and further
provided that such proposal or nomination is otherwise proper for
consideration under applicable law and the certificate of
incorporation and by-laws of the corporation.
Notice of any proposal to be presented by any stockholder or
of the name of any person to be nominated by any stockholder for
election as a director of the corporation must be received by the
secretary of the corporation at its principal executive office not
less than 45 nor more than 90 days prior to the date of the annual
meeting; provided, however, that if the date of the annual meeting
is first publicly announced or disclosed (in a public filing or
otherwise) less than 55 days prior to the date of the meeting, such
notice shall be given not more than ten days after such date is
first so announced or disclosed. Public notice shall be deemed to
have been given more than 55 days in advance of the annual meeting
if the corporation shall have previously disclosed, in these
by-laws or otherwise, that the annual meeting in each year is to be
held on a determinable date, unless and until the Board of
Directors determines to hold the meeting on a different date.
Any stockholder who gives notice of any such proposal shall
deliver therewith the text of the proposal to be presented and a
brief written statement of the reasons why such stockholder favors
the proposal and setting forth such stockholder's name and address,
the number and class of all shares of each class of stock of the
corporation beneficially owned by such stockholder and any material
interest of such stockholder in the proposal (other than as a
stockholder).
Any stockholder desiring to nominate any person for election
as a director of the corporation shall deliver with such notice a
statement in writing setting forth the name of the person to be
nominated, the number and class of all shares of each class of
stock of the corporation beneficially owned by such person, the
information regarding such person required by paragraphs (a), (e)
and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any
regulation subsequently adopted by the Securities and Exchange
Commission applicable to the corporation), such person's signed
consent to serve as a director of the corporation if elected, such
stockholder's name and address and the number and class of all
shares of each class of stock of the corporation beneficially owned
by such stockholder. As used herein, shares "beneficially owned"
shall mean all shares as to which such person, together with such
person's affiliates and associates (as defined in Rule 12b-2 under
the Securities Exchange Act of 1934), may be deemed to beneficially
own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as well as all shares as to which such person,
together with such person's affiliates and associates, has the
43
right to become the beneficial owner pursuant to any agreement or
understanding, or upon the exercise of warrants, option or rights
to convert or exchange (whether such rights are exercisable
immediately or only after the passage of time or the occurrence of
conditions).
The person presiding at the meeting in addition to making any
other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given
and shall direct that proposals and nominees not be considered if
such notice has not been so given.