Exhibit 3(b)
BY-LAWS
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
AMENDED APRIL 15, 1999
THE PEOPLES GAS LIGHT AND COKE COMPANY
BY-LAWS
ARTICLE I - Offices
ARTICLE II - Meetings of Shareholders
ARTICLE III - Directors and Committees
ARTICLE IV - Officers
ARTICLE V - Indemnification of
Directors,
Officers, Employees
and Agents
ARTICLE VI - Certificates of Stock
and Their
Transfer
ARTICLE VII - Miscellaneous
(Contracts)
ARTICLE VIII - Amendment or Repeal of
By-Laws
THE PEOPLES GAS LIGHT AND COKE COMPANY
INDEX
PAGE
A
Amendment of By-Laws 15
Appointment of Officers 7
Assistant Controller, Duties of 10
Assistant General Counsel, Duties of 10
Assistant Secretary, Duties of 10
Assistant Treasurer, Duties of 10
Assistant Vice President, Duties of 8
B
Board of Directors 4
C
Certificates of Stock and Their Transfer 12
Chairman of the Board, Duties of 8
Committees 5
Controller, Duties of 9
Contracts, Execution of 14
D
Directors and Committees 4
E
Election of Directors 4
Election of Officers 6
F
Fees and Compensation of Directors 6
G
General Counsel, Duties of 10
THE PEOPLES GAS LIGHT AND COKE COMPANY
PAGE
I
Indemnification of Directors, Officers, Employees
and Agents 10
M
Meetings
Directors 4
Action Without Meeting 6
Shareholders 1
N
Notice of Meetings
Directors 4
Shareholders 2
O
Officers
Appointed 7
Elected 6
Offices, Two or More Held By One Person 7
P
President, Duties of 8
Presiding Officer
Board Meetings 5
Shareholder Meetings 3
Proxies 3
Q
Quorum
Board 5
Shareholders 2
THE PEOPLES GAS LIGHT AND COKE COMPANY
PAGE
S
Secretary, Duties of 9
Signatures to Checks, Drafts, etc. 14
Stock, Certificates of and their Transfer 12
T
Treasurer, Duties of 9
V
Vice President, Duties of 8
Voting
Shareholders 3
Stock Owned by Company 15
BY-LAWS
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
ARTICLE I
Offices
SECTION 1.1. Principal Office. The principal office
of the Company shall be in the City of Chicago, County of
Cook and State of Illinois.
SECTION 1.2. Other Offices. The Company may also
have offices at such other places both within and without
the State of Illinois as the Board of Directors may from
time to time determine or the business of the Company may
require.
ARTICLE II
Meetings of Shareholders
SECTION 2.1. Annual Meeting. The annual meeting of
the shareholders shall be held on the last Thursday of the
month of March in each year, if not a legal holiday, or, if
a legal holiday, then on the next preceding business day,
for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting. If the election of directors shall not be held on
the day herein designated for the annual meeting, or at any
adjournment thereof, the Board of Directors shall cause such
election to be held at a special meeting of the shareholders
as soon thereafter as convenient.
SECTION 2.2. Special Meetings. Except as otherwise
prescribed by statute, special meetings of the shareholders
for any purpose or purposes, may be total voting power.
Such request shall state the purpose or purposes of the
proposed meeting.
SECTION 2.3. Place of Meetings. Each meeting of the
shareholders for the election of directors shall be held at
the principal office of the Company in the City of Chicago,
Illinois, unless the Board of Directors shall by resolution
designate another place as the place of such meeting.
Meetings of shareholders for any other purpose may be held
at such place, and at such time as shall be determined by
the Chairman of the Board, or the President, or in their
absence, by the Secretary, and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
SECTION 2.4. Notice of Meetings. Written or printed
notice stating the place, date and hour of each annual or
special meeting of the shareholders, and, in the case of a
special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than 10 or more
than 60 days before the date of the meeting, except as
otherwise provided by statute. Notice of any meeting of the
shareholders may be waived by any shareholder.
SECTION 2.5. Quorum. The holders of a majority of
the shares issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall be
requisite for, and shall constitute, a quorum at all
meetings of the shareholders of the Company for the
transaction of business, except as otherwise provided by
statute or these by-laws. If a quorum shall not be present
or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than
announcement at the meeting if the adjournment is for thirty
days or less or unless after the adjournment a new record
date is fixed, until a quorum shall be present or
represented. At such adjourned meeting, at which a quorum
shall be present or represented, any business may be
transacted which might have been transacted at the meeting
as originally noticed.
SECTION 2.6. Proxies. At every meeting of the
shareholders, each shareholder having the right to vote
thereat shall be entitled to vote in person or by proxy.
Such proxy shall be appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more
than eleven months prior to such meeting, unless such proxy
provides for a longer period, and shall be filed with the
Secretary of the Company before, or at the time of, the
meeting.
SECTION 2.7. Voting. At each meeting of the
shareholders, each shareholder shall be entitled to one vote
for each share of stock entitled to vote thereat which is
registered in the name of such shareholder on the books of
the Company. At all elections of directors of the Company,
the holders of shares of stock of the Company shall be
entitled to cumulative voting. When a quorum is present at
any meeting of the shareholders, the vote of the holders of
a majority of the shares present in person or represented by
proxy and entitled to vote at the meeting shall be
sufficient for the transaction of any business, unless
otherwise provided by statute or these by-laws.
SECTION 2.8. Presiding Officer. The presiding
officer of any meeting of the shareholders shall be the
Chairman of the Board or, in the case of the absence of the
Chairman of the Board, the President.
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, five (5) in number. 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 his successor shall be elected and shall
qualify. The Board of Directors may fill one or more
vacancies arising between meetings of shareholders by reason
of an increase in the number of directors or otherwise.
SECTION 3.2. Regular Meetings. A regular meeting of
the Board of Directors shall be held immediately, or as soon
as practicable, after the annual meeting of the shareholders
in each year for the purpose of electing officers and for
the transaction of such other business as may be deemed
necessary, and regular meetings of the Board shall be held
at such date and time and at such place as the Board of
Directors may from time to time determine. Not less than
two days' notice of all regular meetings of the Board,
except the meeting to be held after the annual meeting of
shareholders which shall be held without other notice than
this by-law, shall be given to each director personally or
by mail or telegram.
SECTION 3.3. Special Meetings. Special meetings of
the Board may be called at any time by the Chairman of the
Board, the President, or by any two directors, by causing
the Secretary to mail to each director, not less than three
days before the time of such meeting, a written notice
stating the time and place of such meeting. Notice of any
meeting of the Board may be waived by any director.
SECTION 3.4. Quorum. At each meeting of the Board
of Directors, the presence of not less than a majority of
the total number of directors specified in Section 3.1
hereof shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided
by statute. If a quorum shall not be present at any meeting
of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be
present. In determining the presence of a quorum at a
meeting of the directors or a committee thereof for the
purpose of authorizing a contract or transaction between the
Company and one or more of its directors, or between the
Company and any other corporation, partnership, association,
or other organization in which one or more of the directors
of this Company are directors or officers, or have a
financial interest in such other organization, such
interested directors may be counted in determining a quorum.
SECTION 3.5. Presiding Officer. The presiding
officer of any meeting of the Board of Directors shall be
the Chairman of the Board or, in his absence, the President
or, in his absence, any other director elected chairman of
the meeting by vote of a majority of the directors present
at the meeting.
SECTION 3.6. Committees. The Board may appoint
committees, standing or special, from time to time from
among its own members or otherwise, and may confer such
powers on such committees as the Board may determine and
may revoke such powers and terminate the existence of such
committees at its pleasure.
SECTION 3.7. Action Without Meeting. Any action
required or permitted to be taken at any meeting of the
Board of Directors, or any committee thereof, may be taken
without a meeting if all members of the Board or of such
committee, as the case may be, consent thereto in writing
and such writing or writings are filed with the minutes of
the proceedings of the Board or such committee.
SECTION 3.8. Fees and Compensation of Directors.
Directors shall not receive any stated salary for their
services as such; but, by resolution of the Board of
Directors, reasonable fees, with or without expenses of
attendance, may be allowed. Members of the Board shall be
allowed their reasonable traveling expenses when actually
engaged in the business of the Company, to be audited and
allowed as in other cases of demands against the Company.
Members of standing or special committees may be allowed
fees and expenses for attending committee meetings. Nothing
herein contained shall be construed to preclude any director
from serving the Company in any other capacity and receiving
compensation therefor.
ARTICLE IV
Officers
SECTION 4.1. Election of Officers. There shall be
elected by the Board of Directors in each year the following
officers: a Chairman of the Board; a President; such number
of Senior Vice Presidents, such number of Executive Vice
Presidents, such number of Vice Presidents and such number
of Assistant Vice Presidents as the Board at the time may
decide upon; a Secretary; such number of Assistant
Secretaries as the Board at the time may decide upon; a
Treasurer; such number of Assistant Treasurers as the Board
at the time may decide upon; a Controller; and such number
of Assistant Controllers as the Board at the time may decide
upon; and, if the Board may decide, a General Counsel; and
such number of Deputy General Counsel and such number of
Assistant General Counsel as the Board at the time may
decide upon. Any two or more offices may be held by one
person, except that the offices of President and Secretary
may not be held by the same person. All officers shall hold
their respective offices during the pleasure of the Board.
SECTION 4.2. Appointment of Officers. The Board of
Directors, the Chairman of the Board, or the President may
from time to time appoint such other officers as may be
deemed necessary, including one or more Vice Presidents, one
or more Assistant Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more
Assistant Controllers, one or more Assistant General
Counsel, and such other agents, employees and attorneys-in-
fact of the Company as may be deemed proper. Such officers,
agents, employees and attorneys-in-fact shall have such
authority, (which may include the authority to execute and
deliver on behalf of the Company contracts and other
instruments in writing of any nature), perform such duties
and receive such compensation as the Board of Directors or,
in the case of appointments made by the Chairman of the
Board or the President, as the Chairman of the Board or the
President, may from time to time prescribe and determine.
The Board of Directors may from time to time authorize any
officer to appoint and remove agents and employees, to
prescribe their powers and duties and to fix their
compensation therefor.
SECTION 4.3. Duties of Chairman of the Board. The
Chairman of the Board shall be the chief executive officer
of the Company and shall have control and direction of the
management and affairs of the Company and may execute all
contracts, deeds, assignments, certificates, bonds or other
obligations for and on behalf of the Company, and sign
certificates of stock and records of certificates required
by law to be signed by the Chairman of the Board. When
present, the Chairman of the Board shall preside at all
meetings of the Board and of the shareholders.
SECTION 4.4. Duties of President. Subject to the
control and direction of the Chairman of the Board, and to
the control of the Board, the President shall have general
management of all the business of the Company, and he shall
have such other powers and perform such other duties as may
be prescribed for him by the Board or be delegated to him by
the Chairman of the Board. He shall possess the same power
as the Chairman of the Board to sign all certificates,
contracts and other instruments of the Company. In case of
the absence or disability of the President, or in case of
his death, resignation or removal from office, the powers
and duties of the President shall devolve upon the Chairman
of the Board during absence or disability, or until the
vacancy in the office of President shall be filled.
SECTION 4.5. Duties of Vice President. Each of the
Senior Vice Presidents, Executive Vice Presidents, Vice
Presidents and Assistant Vice Presidents shall have such
powers and duties as may be prescribed for him by the Board,
or be delegated to him by the Chairman of the Board or by
the President. Each of such officers shall possess the same
power as the President to sign all certificates, contracts
and other instruments of the Company.
SECTION 4.6. Duties of Secretary. The Secretary
shall have the custody and care of the corporate seal,
records and minute books of the Company. He shall attend
the meetings of the Board, and of the shareholders, and duly
record and keep the minutes of the proceedings, and file and
take charge of all papers and documents belonging to the
general files of the Company, and shall have such other
powers and duties as are commonly incident to the office of
Secretary or as may be prescribed for him by the Board, or
be delegated to him by the Chairman of the Board or by the
President.
SECTION 4.7. Duties of Treasurer. The Treasurer
shall have charge of, and be responsible for, the
collection, receipt, custody and disbursement of the funds
of the Company, and shall deposit its funds in the name of
the Company in such banks, trust companies or safety deposit
vaults as the Board may direct. He shall have the custody
of the stock record books and such other books and papers as
in the practical business operations of the Company shall
naturally belong in the office or custody of the Treasurer,
or as shall be placed in his custody by the Board, the
Chairman of the Board, the President, or any Vice President,
and shall have such other powers and duties as are commonly
incident to the office of Treasurer, or as may be prescribed
for him by the Board, or be delegated to him by the Chairman
of the Board or by the President.
SECTION 4.8. Duties of Controller. The Controller
shall have control over all accounting records pertaining to
moneys, properties, materials and supplies of the Company.
He shall have charge of the bookkeeping and accounting
records and functions, the related accounting information
systems and reports and executive supervision of the system
of internal accounting controls, and such other powers and
duties as are commonly incident to the office of Controller
or as may be prescribed by the Board, or be delegated to him
by the Chairman of the Board or by the President.
SECTION 4.9. Duties of General Counsel. The General
Counsel shall have full responsibility for all legal advice,
counsel and services for the Company and its subsidiaries
including employment and retaining of attorneys and law
firms as shall in his discretion be necessary or desirable
and shall have such other powers and shall perform such
other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board or the President.
SECTION 4.10. Duties of Assistant Secretary,
Assistant Treasurer, Assistant Controller and Assistant
General Counsel. The Assistant Secretary, Assistant
Treasurer, Assistant Controller and Assistant General
Counsel shall assist the Secretary, Treasurer, Controller
and General Counsel, respectively, in the performance of the
duties assigned to each and shall for such purpose have the
same powers as his principal. He shall also have such other
powers and duties as may be prescribed for him by the Board,
or be delegated to him by the Chairman of the Board or by
the President.
ARTICLE V
Indemnification of Directors, Officers, Employees and Agents
SECTION 5.1. Indemnification of Directors, Officers
and Employees. The Company shall indemnify, to the fullest
extent permitted under the laws of the State of Illinois and
any other applicable laws, as they now exist or as they may
be amended in the future, 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 (including,
without limitation, an action by or in the right of the
Company), by reason of the fact that he or she is or was a
director, officer or employee of the Company, or is or was
serving at the request of the Company as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
SECTION 5.2. Advancement of Expenses to Directors,
Officers and Employees. Expenses incurred by such a
director, officer or employee in defending a civil or
criminal action, suit or proceeding shall be paid by the
Company in advance of the final disposition of such action,
suit or proceeding to the fullest extent permitted under the
laws of the State of Illinois and any other applicable laws,
as they now exist or as they may be amended in the future.
SECTION 5.3. Indemnification and Advancement of
Expenses to Agents. The board of directors may, by
resolution, extend the provisions of this Article V
regarding indemnification and the advancement of expenses to
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 by reason of the fact he or she is or was an
agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise.
SECTION 5.4. Rights Not Exclusive. The rights
provided by or granted under this Article V are not
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled.
SECTION 5.5. Continuing Rights. The indemnification
and advancement of expenses provided by or granted under
this Article V shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of that
person.
ARTICLE VI
Certificates of Stock and Their Transfer
SECTION 6.1. Certificates of Stock. The
certificates of stock of the Company shall be in such form
as may be determined by the Board of Directors, shall be
numbered and shall be entered in the books of the Company as
they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the Chairman of the
Board, the President or a Vice President and also by the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary and shall bear the corporate seal or a
facsimile thereof. If a certificate is countersigned by a
transfer agent or registrar, other than the Company itself
or its employee, any other signature or countersignature on
the certificate may be facsimiles. In case any officer of
the Company, or any officer or employee of the transfer
agent or registrar, who has signed or whose facsimile
signature has been placed upon such certificate ceases to be
an officer of the Company, or an officer or employee of the
transfer agent or registrar, before such certificate is
issued, said certificate may be issued with the same effect
as if the officer of the Company, or the officer or employee of
the transfer agent or registrar, had not ceased to be such
at the date of issue.
SECTION 6.2. Transfer of Stock. Upon surrender to
the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, and upon payment of applicable taxes
with respect to such transfer, it shall be the duty of the
Company, subject to such rules and regulations as the Board
of Directors may from time to time deem advisable concerning
the transfer and registration of certificates for shares of
stock of the Company, to issue a new certificate to the
person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 6.3. Shareholders of Record. The Company
shall be entitled to treat the holder of record of any share
or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise
provided by statute.
SECTION 6.4. Lost, Destroyed or Stolen Certificates.
The Board of Directors, in individual cases or by general
resolution, may direct a new certificate or certificates to
be issued by the Company as a replacement for a certificate
or certificates for a like number of shares alleged to have
been lost, destroyed or stolen, upon the making of an
affidavit of that fact by the person claiming the
certificate or certificates of stock to be lost, destroyed
or stolen. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or stolen
certificate or certificates, or his legal representative, to
give the Company a bond in such form and amount as it may
direct as indemnity against any claim that may be made
against the Company with respect to the certificate or
certificates alleged to have been lost, destroyed or stolen.
ARTICLE VII
Miscellaneous
SECTION 7.1. Contracts and Other Instruments. All
contracts or obligations of the Company shall be in writing
and shall be signed either by the Chairman of the Board, the
President, any Executive Vice President, any Vice President,
the Treasurer, or any other officer of the Company, agent,
employee or attorney-in-fact as may be designated by the
Board, the Chairman of the Board or the President pursuant
to specific authorizations and, the seal of the Company may
be attached thereto, duly attested by the Secretary or an
Assistant Secretary, except contracts entered into in the
ordinary course of business where the amount involved is
less than Five Hundred Thousand Dollars ($500,000), and
except contracts for the employment of servants or agents,
which contracts so excepted may be entered into by the
Chairman of the Board, the President, any Executive Vice
President, any Vice President, the Treasurer, or by such
officers, agents, employees or attorneys-in-fact as the
Chairman of the Board or the President may designate and
authorize. Unless the Board shall otherwise determine and
direct, all checks or drafts and all promissory notes shall
be signed by two officers of the Company. When prescribed
by the Board, bonds, promissory notes, and other obligations
of the Company may bear the facsimile signature of the
officer who is authorized to sign such instruments and,
likewise, may bear the facsimile signature of the Secretary
or an Assistant Secretary.
SECTION 7.2. Voting Stock Owned by Company. Any or
all shares of stock owned by the Company in any other
corporation, and any or all voting trust certificates owned
by the Company calling for or representing shares of stock
of any other corporation, may be voted by the Chairman of
the Board, the President, any Vice President, the Secretary
or the Treasurer, either in person or by written proxy given
to any person in the name of the Company at any meeting of
the shareholders of such corporation, or at any meeting of
voting trust certificate holders, upon any question that may
be presented at any such meeting. Any such officer, or
anyone so representing him by written proxy, may on behalf
of the Company waive any notice of any such meeting required
by any statute or by-law and consent to the holding of such
meeting without notice.
ARTICLE VIII
Amendment or Repeal of By-Laws
These by-laws may be added to, amended or repealed
at any regular or special meeting of the Board by a vote of
a majority of the membership of the Board.