Exhibit 3.5.3
NORTH ATLANTIC ENERGY CORPORATION
BY-LAWS
AS AMENDED TO NOVEMBER 8, 1993
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of New Hampshire as may be designated 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
before the date of 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 in
writing. 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 Common 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 fifty 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, except that a Director
shall cease to be in office upon his death, resignation, lawful removal or
court order decreeing that he is
no longer a Director in office.
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 of
Shareholders 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. Any one or more Directors may be removed from office at a
meeting of Shareholders expressly called for that purpose with or without
any showing of cause by an affirmative vote of the holders of a majority of
the Company's issued and outstanding shares entitled to vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the annual meeting of the
shareholders, or as soon as practicable thereafter, for the election of
officers and the transaction of other business.
Section 2. All other regular meetings of the Board of Directors may
be held at such time and place as the Board may from time to time
determine. Special meetings of the Board may be held at any place upon call
of the Chairman (if there be one) or the President, or, in the event of the
absence or inability of either to act, of a Vice President, or upon call of
any three or more directors.
Section 3. Oral or written notice of the time and place of each
special meeting of the Board of Directors shall be given to each director
personally or by telephone, or by mail or telegraph at his last-known post
office address, at least twenty-four hours prior to the time of the
meeting, provided that any director may waive such notice in writing or by
telegraph or by attendance at such meeting.
Section 4. One-third of the number of directors as fixed in
accordance with Section 1 of Article II of these By-Laws shall constitute a
quorum. A number less 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 5. Except as otherwise provided by these By-Laws, the act of
a majority of the Directors present at a meeting at which a quorum is
present at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the
Directors, severally and collectively, shall have the same force and effect
as if such action were authorized at a meeting of the Board of Directors
duly called and held for that purpose, and such resolution, together with
the Directors'written approval thereof, shall be recorded by the Secretary
in the minute book of the Company.
Section 7. One or more Directors or members of a committee of the
Board of Directors may participate in a meeting of the Board of Directors
or of such committee by means of conference telephone or similar
communications equipment enabling all Directors participating in the
meeting to hear one another, and participation in a meeting in such manner
shall constitute presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting, the Board of Directors shall elect
a President, one or more Vice Presidents, a Secretary, a Treasurer, one or
more Assistant Secretaries, one or more Assistant Treasurers, and, if the
Board shall so determine, a Chairman, each of whom shall, subject to the
provisions of Article IV, Section 3, hereof, hold office until the next
annual election of officers and until his successor shall have been elected
and qualified. Any two or more offices may be held by the same person
except that the offices of the President and Secretary may not be
simultaneously held by the same person. The Board shall also elect at such
meeting, and, may elect at any regular or special meeting, such other
officers as it may deem
necessary for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise
provided by the Board, each officer shall have the powers and perform the
duties which by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by
reason of death, resignation, removal (with or without cause) or other
reason shall be filled by the Board of Directors.
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. If the Chairman shall be absent or unable to perform the
duties of his office, or if the office of the 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 President(s).
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. He shall be the
registered agent of the Company.
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 SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them 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 TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties
of the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such
additional duties as may be assigned to them 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 may designate, by resolution
adopted by a majority of the full Board of Directors, two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
may be delegated to such committees in accordance with law. At the time of
such appointment, the Board of Directors may also appoint, in respect to
each member of any such committee, another Director to serve as his
alternate at any meeting of such committee which such member is unable to
attend. Each alternate shall have, during his attendance at a meeting of
such committee, all the rights and obligations of a regular member thereof.
Any vacancy on any committee or among alternate members thereof shall be
filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures
of the President or a Vice President and the Secretary or an Assistant
Secretary or 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 Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed by one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in
form with the name of the Company inscribed therein.
ARTICLE XIV
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS
Section 1. The Board of Directors may, as and to the extent permitted
by law, indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.
ARTICLE XV
AMENDMENTS
Section 1. These By-Laws may be altered, amended, added to or
repealed from time to time by an affirmative vote of the holders of a
majority of the voting powers of shares entitled to vote thereon at any
meeting of the shareholders called for the purpose or by an affirmative
vote of Directors holding a majority of the number of directorships at any
meeting of the Board of Directors called for that purpose.