Exhibit 3.2.2
BY-LAWS
THE CONNECTICUT LIGHT AND POWER COMPANY
Amended
January 18, 1961
April 15, 1964
July 1, 1966
March 1, 1982
THE CONNECTICUT LIGHT AND POWER COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at any place in
the State of Connecticut fixed by the Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of
Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance
at the meeting. Notice of a special meeting of shareholders shall state
also the general purpose or purposes of such meeting and no business other
than that of which notice has been so given shall be transacted at such
meeting.
Section 4. At all meetings of shareholders each share of stock
entitled to vote, and represented in person or by proxy, shall be entitled
to one vote.
Section 5. The Board of Directors may fix a date as the record date
for the purpose of determining shareholders entitled to notice of and to
vote at any meeting of shareholders or any adjournment thereof, such date
in any case to be not earlier than the date such action is taken by the
Board of Directors and not more than seventy days and not less than ten
days immediately preceding the date of such meeting. In such case only
such shareholders or their legal representatives as shall be shareholders
on the record date so fixed shall be entitled to such notice and to vote at
such meeting or any adjournment thereof, notwithstanding the transfer of
any shares of stock on the books of the Company after any such record date
so fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be
the number of Directors elected at the preceding Annual Meeting of
Shareholders. The Directors so elected shall continue in office until
their successors have been elected and qualified.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and
the person so chosen shall hold the office until the next Annual Meeting
and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order
of said Board, shall hold their offices at the pleasure of said Board, and
may be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time
to time the compensation of the Directors and the method of payment
thereof.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall, if a
quorum is present, be held without notice immediately after the adjournment
of the Annual Meeting of stockholders, or as soon thereafter as convenient,
for the purpose of organization. At such organization meeting or at any
subsequent meeting, the Directors shall elect the officers of the Company
provided for in Article IV of these By-Laws, who shall hold their offices
(subject to the provisions of Section 3, Article II, of these By-Laws) for
the ensuing year, or until the next such organization meeting and until
their successors are chosen and qualified.
Section 2. All other regular meetings of the Board of Directors may
be held at such time and place within or without the State of Connecticut
as said Board may determine.
Section 3. Special meetings of the Board of Directors may be held at
any place within or without the State of Connecticut upon call by the
Chairman or, if the Chairman shall be absent or unable to perform the
duties of his office, the President, or by the Secretary upon written
request of five or more Directors.
Section 4. Oral, written or printed notice of a special meeting of
the Board of Directors shall be given to each Director personally, or by
telephone, mail or telegraph, at least two days prior to the meeting unless
each Director shall, in writing or by telegraph, waive such notice or be in
attendance at such meeting.
Section 5. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
that no quorum shall consist of less than two Directors. A less number
than a quorum may adjourn from time to time until a quorum is present. In
the event of such an adjournment, notice of the adjourned meeting shall be
given to all Directors.
Section 6. Except as otherwise provided by these By-Laws, all
questions shall be decided by vote of a majority of the Directors present
at any meeting of the Board at which a quorum is present. The yeas and
nays on any question shall be taken and recorded on the minutes at the
request of any Directors.
ARTICLE IV
OFFICERS
Section 1. The officers of this Company shall consist of a President,
one or more Vice Presidents, a Secretary, a Treasurer, and, at the
discretion of the Board of Directors, a Chairman, and the Board of
Directors may elect one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as they may deem advisable.
The President and Chairman shall be Directors.
Section 2. The same person shall not hold the offices of both
President and Secretary and no officer shall execute, acknowledge or verify
any instrument in more than one capacity.
Section 3. The officers of the Company shall be elected by the Board
of Directors as provided in Section 1, Article III of these By-Laws.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and
of the stockholders. He shall have such other authority and shall perform
such additional duties as may be assigned to him from time to time by the
Board of Directors.
Section 2. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall
be absent or unable to perform the duties of his office, or if the office
of Chairman shall not have been filled by the Directors, the President
shall preside at meetings of the Board of Directors and of the
stockholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board
of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as
may be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers
and perform the duties of the President in the absence of the President or
if the President is unable to perform the duties of his office. The Board
of Directors may also designate one or more of such Vice Presidents as
Senior Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of
the stockholders and of the Board of Directors. He shall give notice of
all meetings of the stockholders and of said Board. He shall record all
votes taken at such meetings. He shall be custodian of all contracts,
leases, assignments, deeds and other instruments in writing and documents
not properly belonging to the office of the Treasurer, and shall perform
such additional duties as may be assigned to him from time to time by the
Board of Directors, the Chairman, the President or by law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARY
Section 1. An Assistant Secretary shall perform the duties of the
Secretary if the Secretary shall be absent or unable to perform the duties
of his office. An Assistant Secretary shall perform such additional duties
as may be assigned to him from time to time by the Board of Directors, the
Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give
full discharge for the same, and to endorse checks, drafts and warrants in
its name and on its behalf. He shall sign all checks, notes, drafts and
similar instruments, except as otherwise provided for by the Board of
Directors.
Section 2. He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by law.
ARTICLE X
ASSISTANT TREASURER
Section 1. An Assistant Treasurer shall perform the duties of the
Treasurer if the Treasurer shall be absent or unable to perform the duties
of his office. An Assistant Treasurer shall perform such additional duties
as may be assigned to him from time to time by the Board of Directors, the
Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors, by the affirmative vote of
Directors holding a majority of the number of directorships (as fixed for
the current year in accordance with Article II, Section 1, of these
By-Laws), may appoint such committees as it may deem proper, and may
delegate to such committees any of the powers possessed by said Board. A
majority of any committee shall have the power to act. Committees shall
keep full records of their proceedings, and shall report the same to the
next regular meeting of said Board, or when called upon by said Board.
ARTICLE XII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. The Board of Directors may, as and to the extent permitted
by law, indemnify and reimburse each Director, officer or employee of this
Company, and any person engaged to perform services for this Company as an
independent contractor, and the heirs, executors or administrators of any
such Director, officer, employee or independent contractor, for expenses,
including attorneys' fees, and such amount of any judgment, money decree,
fine, penalty or settlement for which he may become liable as the Board of
Directors deems reasonable, incurred by him in connection with the defense
or reasonable settlement of any action, suit or proceeding in which he is
made a party by reason of his being, or having been, a Director, officer or
employee of this Company, or such an independent contractor.
ARTICLE XIII
STOCK CERTIFICATES
Section 1. All stock certificates, Common and Preferred, may bear the
facsimile signatures of the President or a Vice President and the Treasurer
or an Assistant Treasurer and a facsimile seal of the Company, or may be
signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and may be
sealed by any one of such officers.
ARTICLE XIV
CORPORATE SEAL
Section 1. The Corporate Seal of the Company shall be circular in
form, with the name of the Company inscribed thereon.
ARTICLE XV
AMENDMENTS
Section 1. These By-Laws may be altered, amended, added to or
repealed at any meeting of stockholders, or of the Board of Directors,
provided the notice of such meeting states that such action is to be
proposed. Such action by the stockholders shall require the affirmative
vote of the holders of a majority of the voting power of shares entitled to
vote thereon. Such action by the Board of Directors shall require the
affirmative vote of Directors holding a majority of the number of
directorships (as fixed for the current year in accordance with Article II,
Section 1 of these By-Laws). This Section 1 of Article XV may be amended
only at a meeting of stockholders.