EXHIBIT 3(A)
PEOPLES ENERGY CORPORATION
ACTION OF THE BOARD OF DIRECTORS
BY WRITTEN CONSENT IN LIEU OF MEETING
The Board of Directors of the Company has taken the
following action by unanimous written consent:
RESOLVED, That Section 3.1 of Article
III of the By-Laws of the Company be, and it
hereby is, amended by deleting said Section in
its entirety and substituting the following in
lieu thereof:
ARTICLE III
Directors and Committees
SECTION 3.1. Number and Election.
The business and affairs of the Company shall
be managed and controlled by a Board of
Directors, eleven (11) in number, none of whom
need to be a shareholder, which number may be
altered from time to time by amendment of these
by-laws, but shall never be less than three
(3). Except as provided in the Articles of
Incorporation, the directors shall be elected
by the shareholders entitled to vote at the
annual meeting of such shareholders and each
director shall be elected to serve for a term
of one (1) year and thereafter until a
successor shall be elected and shall qualify.
Only persons who are nominated in accordance
with the procedures set forth in this section
shall be eligible to be nominated as directors
at any meeting of the shareholders of the
Company. At any meeting of the shareholders of
the Company, nominations of persons for
election to the Board of Directors may be made
(1) by or at the direction of the Board of
Directors or (2) by any shareholder of the
Company who is a holder of record at the time
of giving the notice provided for in this
section, who shall be entitled to vote at the
meeting, and who complies with the notice
procedures set forth in this section. For a
nomination to be properly brought before a
shareholders' meeting by a shareholder, timely
written notice shall be made to the Secretary
of the Company. The shareholder's notice shall
be delivered to, or mailed and received at, the
principal office of the Company no less than 60
days nor more than 90 days prior to the
meeting; provided, however, in theevent that less
than 70 days notice or prior public disclosure of
the date of the meeting is given or made to
shareholders, notice by the shareholder to be
timely must be received not later than the
close of business on the tenth day following
the day on which the notice of the date of the
meeting was mailed or the public disclosure was
made; provided further, however, notice by the
shareholder to be timely must be received in
any event not later than the close of business
on the seventh day preceding the day on which
the meeting is to be held. The shareholder's
notice shall set forth (1) as to each person
whom the shareholder proposes to nominate for
election or reelection as a director, all
information relating to such person that is
required to be disclosed in solicitations of
proxies for election of directors, or is
otherwise required by applicable law (including
the person's written consent to being named as
a nominee and to serving as a director if
elected), and (2) (a) the name and address, as
they appear on the Company's books, of the
shareholder, (b) the class and number of shares
of capital stock of the Company owned by the
shareholder, and (c) a description of all
arrangements or understandings between the
shareholder and each nominee and any other
person or persons (naming such person or
persons) pursuant to which the nomination or
nominations are to be made by the shareholder.
The shareholder shall also comply with all
applicable requirements of the 1934 Act and the
rules and regulations thereunder with respect
to the matters set forth in this section. If
the chairman of the meeting shall determine and
declare at the meeting that a nomination was
not made in accordance with the procedures
prescribed by this section, the nomination
shall not be accepted.
and
RESOLVED FURTHER, That William J.
Brodsky be, and he hereby is, elected a
director of the Company, to serve until the
next annual election of directors of this
Company or until his successor is duly elected
and qualified.
IN WITNESS WHEREOF, the Board of Directors PEOPLES
ENERGY CORPORATION has caused this Written Consent to be executed
as of July 1, 1997.
/s/ Pastora San Juan Cafferty /s/ J. Bruce Hasch
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/s/ Frederick C. Langenberg /s/ Homer J. Livingston, Jr.
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/s/ William G. Mitchell /s/ Earl L.Neal
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/s/ Michael S. Reeves /s/ Richard E. Terry
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/s/ Richard P. Toft /s/ Arthur R. Velasquez
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