EXHIBIT A
BY-LAWS OF NIAGARA MOHAWK POWER CORPORATION
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 8. Voting: Whenever an action shall require the vote of
stockholders, the tabulations that identify the particular vote of
a stockholder on all proxies, consents, authorizations and
ballots shall be kept confidential, except as disclosure may be
required (i) by applicable law, (ii) in pursuit or defense of legal
proceedings, (iii) to resolve a bona fide dispute as to the
authenticity of one or more proxies, consents, authorizations or
ballots or as to the accuracy of any tabulation of such proxies,
consents, authorizations or ballots, (iv) if an individual
stockholder requests that his or her vote and identity be forwarded
to the corporation, or (v) in the event of a proxy or consent
solicitation in opposition to the solicitation of the Board of
Directors of the corporation; and the receipt and tabulation of
such votes will be by an independent third party not affiliated
with the corporation. Comments written on proxies, consents,
authorizations and ballots, will be transcribed and provided to the
secretary of the corporation without reference to the vote of the
stockholder, except where such stockholder has requested that the
nature of their vote be forwarded to the corporation.
Stockholders shall have such voting rights as may be granted by law
and the provisions of the corporate charter. All questions
presented to stockholders for decision shall be decided by a vote
of shares. Voting may be viva voce unless a stockholder present in
person or by proxy and entitled to vote at the meeting shall demand
a vote by ballot in which event a vote by ballot shall be taken.
Except where otherwise provided by law, the corporate charter or
these by-laws, elections shall be determined by a plurality vote
and all other questions that shall be submitted to stockholders for
decision shall be decided by a majority of the votes cast.
Section 9. Inspectors of Election: Two inspectors of election who
are not employees or directors of the corporation, shall be
appointed by the directors to serve at each meeting of
stockholders, or of a class of stockholders, such inspectors to
serve at such meeting and any adjournments thereof; and such
inspectors shall have authority to count and report upon the votes
cast at such meeting upon the election of directors and such other
questions as may be voted upon by ballot. In the event that any
such inspector of election shall not have been appointed by the
directors to serve at such meeting, or, having been appointed,
shall be absent from such meeting or adjournment or unable to serve
thereat, such inspector shall be appointed by the presiding officer
at such meeting or adjournment. The inspectors appointed to act at
any meeting of stockholders, before entering upon the discharge of
their duties, shall be sworn faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according
to the best of their ability, and the oath so taken shall be
subscribed by them and shall be filed in the records of such
meeting.
The inspectors shall be responsible for determining the number of
shares outstanding, the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the
validity and effect of any proxies. They shall also receive and
tabulate all votes, ballots or consents and determine the result of
any election, hear and determine all challenges and questions
arising in connection with any election and do such acts to conduct
the election according to the applicable provisions of law of the
State of New York.
ARTICLE IV
COMMITTEES OF DIRECTORS
Section 3. Audit Committee: The Audit Committee shall recommend to
the board of directors the accounting firm to be selected by the
board or to be recommended by it for shareholder approval, as
independent auditor of the corporation and its subsidiaries; act on
behalf of the board in meeting and reviewing with the independent
auditors, the chief internal auditor and the appropriate corporate
officers matters relating to corporate financial reporting and
accounting procedures and policies, adequacy of internal controls
and the scope of the respective audits of the independent auditors
and the internal auditor; review the results of such audits with
the respective auditing agency and reporting thereon to the board;
review and make recommendations to the board concerning the
independent auditor's fees and services; review interim and annual
financial reports and disclosures and submit to the board any
recommendations it may have from time to time with respect to
financial reporting and accounting practices and policies; be
consulted, and its consent obtained, prior to the selection or
termination of the chief internal auditor; oversee matters
involving compliance with Corporate business ethics policies
including the work of the Business Ethics Council; review
management's assessment of financial risks; authorize special
investigations and studies, as appropriate, in fulfillment of its
function as specified herein or by resolution of the board of
directors; and perform any other duties or functions deemed
appropriate by the board of directors. The Committee will conduct
a self-assessment at least every three years of its performance in
relation to its powers and responsibilities. The membership of
such committee shall consist only of directors of the corporation
who are not, and have not been, officers of the company.