BYLAWS
OF
PUBLIC SERVICE COMPANY OF NEW MEXICO
With All Amendments to and Including April 7, 2001
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BYLAWS
OF
PUBLIC SERVICE COMPANY OF NEW MEXICO
ARTICLE I.
Meetings of Stockholders
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Section 1. Meetings. The Annual Meeting of Stockholders shall be held on such
date and at such time and place as may be fixed from time to time by the Board
of Directors of the Company pursuant to a resolution adopted by a majority of
the members of the Board then in office, for the election of directors and the
transaction of such other business as may properly come before the meeting.
Special meetings may be called by a majority of the Board of Directors, the
Executive Committee, the Chairman of the Board or the President.
Section 2. Place of Meetings. The annual or any special meeting of
stockholders shall be held at the principal office of the Company in the City of
Albuquerque, Bernalillo County, State of New Mexico, or at such other places
within or without the State of New Mexico as shall be specified in the notice of
such meeting.
Section 3. Notice. Written notice of any meeting stating the time and place,
and if a special meeting, the purpose or purposes of such meeting, shall be
mailed to each stockholder of record entitled to vote at such meeting at the
address of such stockholders as the same appears on the stock transfer books of
the Company, except as otherwise provided by law. In the event of the transfer
of a stockholder's stock after mailing of such notice and prior to the holding
of the meeting, it shall not be necessary to mail notice of the meeting to any
transferee. All notices of any special stockholder meeting shall be mailed not
less than forty (40) days before the date of the meeting; however, notice of any
such special meeting called by a majority of the Board of Directors, the
Executive Committee, the Chairman of the Board or the President, and notice of
any annual meeting, shall be mailed not less than ten (10) days before such
meeting of stockholders.
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Section 4. Quorum. At any meeting of the stockholders, except as otherwise
provided by law, it shall be necessary that the holders of a majority of the
issued and outstanding shares of the capital stock entitled to vote at such
meeting shall be represented in person or by proxy to constitute a quorum for
the transaction of business.
Section 5. Adjournment. Whenever at any meeting of the stockholders, notice of
which shall have been duly given, a quorum shall not be present, or whenever for
any reason it may be deemed desirable, a majority in interest of the
stockholders present in person or by proxy may adjourn the meeting from time to
time to any future day, without notice other than by announcement at the meeting
or adjournment thereof. At any such adjourned meeting at which quorum shall be
present, any business may be transacted which might have been transacted at the
meeting on the date originally fixed.
Section 6. Organization. The Chairman, or in the absence of the Chairman, the
President, or in the absence of both, a Vice President shall call meetings of
the stockholders to order and shall act as Chairman of such meetings. The
stockholders may appoint any stockholder or the proxy of any stockholder to act
as Chairman of any meeting of the stockholders in the absence of the Chairman,
President and Vice Presidents. The Secretary, or in the absence of the
Secretary, an Assistant Secretary, shall act as Secretary at all meetings of the
stockholders, but in the absence of the Secretary and Assistant Secretaries at
any meeting of the stockholders the presiding officer may appoint any person to
act as Secretary of such meeting.
Section 7. Inspectors. At each meeting of the stockholders at which a vote by
ballot is taken, the polls shall be opened and closed, the proxies and ballots
shall be received and be taken in charge, and the validity of proxies and the
acceptance or rejection of votes shall be decided by two inspectors. No person
who is a candidate for the office of director shall act as Inspector of any
election for directors. Such inspectors shall be appointed by the Board of
Directors before the meeting, or, if no such appointment shall have been made,
then by the presiding officer of the meeting. If for any reason any of the
inspectors previously appointed shall fail to attend or refuse or be unable to
serve, inspectors in place of any so failing to attend or refusing or unable to
serve shall be appointed in like manner.
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Section 8. Voting. At each meeting of stockholders every stockholder, whether
resident or nonresident, shall be entitled to one vote for each share of stock
standing in the name of the stockholder on the books of the Company on the date
on which stockholders entitled to vote are determined. Such stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing; in the event that such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated, unless the instrument shall otherwise provide. No proxy
shall be voted at any meeting or adjournment thereof other than that for which
the proxy is given.
In all elections for directors, voting shall be by written ballot.
The Board of Directors may fix a date in advance not exceeding fifty (50) days
preceding the date of any meeting of stockholders as a record date for the
determination of stockholders entitled to notice of and to vote at any such
meeting, and in such case only stockholders of record on the date so fixed shall
be entitled to notice of and to vote at such meeting.
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ARTICLE II.
Directors
Section 1. Number, Election and Terms. The business and property of the
corporation shall be managed and controlled by a Board of Directors who, if and
while so required by law, shall be stockholders in the Company, and none of whom
need be a resident of the State of New Mexico. The directors shall be nine in
number and shall be elected in classes in the manner provided in Article Fifth
of the Articles of Incorporation as amended.
Section 2. Vacancies. Any vacancies occurring on the Board of Directors by
death, resignation, or otherwise shall be filled by a majority of Directors then
remaining in office.
Section 3. Meetings. The meetings of the Board of Directors shall be held
at the times and places designated by the Board of Directors. There shall be no
fewer than four regular meetings of the Board during any calendar year.
The Annual Meeting of the Board of Directors for the election of officers and
of the Executive Committee, and such other business as may properly come before
the meeting, shall be held immediately following the annual meeting of
stockholders.
Special meetings of the Board of Directors shall be held whenever called at the
direction of the Chairman of the Board of Directors, the President, any two
directors, or the Executive Committee.
Section 4. Notice. No notice shall be required of any annual or regular
meeting of the Board of Directors unless the place thereof shall be other than
that last designated by the Board. Notice of any annual or regular meeting, when
required, or of any special meeting of the Board of Directors shall be given to
each director by mailing or delivering the same at least forty-eight hours, or
by telephoning the same at least twenty-four hours before the time fixed for the
meeting. Such notice may be waived by any director. Unless otherwise indicated
in the notice thereof any and all business may be transacted at a special
meeting. At any meeting at which every director shall be present, even without
notice, any business may be transacted.
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Section 5. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, and any action receiving the affirmative
vote of a majority of the directors present at any meeting shall be effective.
Section 6. Adjournments. Any annual, regular or special meeting of the Board
of Directors may be adjourned from time to time by the members present whether
or not a quorum shall be present, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.
Section 7. Indemnification. Each person who shall have served as a director or
an officer of the Company, or, at the request of the Company, as a director or
an officer of any other corporation, partnership or joint venture, whether
profit or nonprofit, in which the Company (a) owns shares of capital stock, (b)
has an ownership interest, (c) is a member, or (d) is a creditor, and regardless
of whether or not such person is then in office, and the heirs, executors,
administrators and personal representatives of any such person shall be
indemnified by the Company to the full extent of the authority of the Company to
so indemnify as authorized by the law of New Mexico.
Section 8. Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members
one or more committees, in addition to the Executive Committee provided for in
Article III hereof, each of which, to the extent provided in the resolution
establishing such committee and designating the member or members thereof, shall
have and may exercise all the authority of the Board of Directors, except as may
be limited by law.
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ARTICLE III.
Executive Committee
Section 1. The Board of Directors may from time to time appoint by resolution
adopted by a majority of the full Board of Directors from among its members an
Executive Committee which may exercise the powers of the Board of Directors in
the management of the business, affairs and property of the Company during
intervals between the meetings of the Board of Directors unless and until the
Board of Directors shall otherwise direct. The Board shall appoint the Chair of
the Executive Committee, who will be a Director other than the Chairman of the
Board.
Section 2. A majority of the Executive Committee shall constitute a quorum for
the transaction of business and any action receiving the affirmative vote of a
majority of the members of the Executive Committee present at any meeting shall
be effective; provided, however, that the affirmative vote of not less than
three members of the Executive Committee shall be required for any such action.
Section 3. Meetings of the Executive Committee shall be held whenever called
by the direction of the Chairman of the Executive Committee, the Chairman of the
Board of Directors, or any two members of the Executive Committee. Notice of any
meeting of the Executive Committee shall be given each member of the Executive
Committee in writing or by telephone at least 24 hours before the time fixed for
the meeting. Such notice may be waived by any member of the Executive Committee.
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ARTICLE IV.
Officers
Section 1. Number, Election and Term. The officers of the Company shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and a Controller who shall be elected annually by the Board of
Directors at the annual meeting thereof and who shall hold their respective
offices until the next annual meeting or until their successor shall be elected
and shall qualify. The Board of Directors may designate the Chairman of the
Board or the President as Chief Executive Officer. The Board of Directors may
elect one person to serve as both Chairman of the Board and President. The Board
of Directors may designate one or more Vice Presidents as "Executive" Vice
Presidents and one or more Vice Presidents as "Senior" Vice Presidents. The
title of any Vice President may include words indicative of the area of
responsibility of such Vice President. The Board of Directors shall designate
one of the Vice Presidents as the chief financial officer of the Company. The
Board of Directors may from time to time appoint such additional officers as the
interest of the Company may require and fix their terms and duties of office. A
vacancy occurring in any office may be filled by the Board of Directors. All
officers shall hold office subject to the Board of Directors and shall be
subject to removal at any time by the affirmative vote of a majority of the
whole Board of Directors. Election of any person as an officer of the Company
shall not of itself create contract rights.
Section 2. Chairman of the Board. The Chairman shall be elected annually by
the Board of Directors at the annual meeting thereof and shall hold that office
until the next annual meeting or until a successor shall be elected and shall
qualify. In the event of the incapacity of the Chairman of the Board, the Board
of Directors shall, by a majority vote of the Board of Directors, designate an
Acting Chairman who shall, during the incapacity of the Chairman, assume and
perform all functions and duties which the Chairman is authorized or required by
law to do. The Chairman of the Board shall have the power to call special
meetings of the stockholders and of the Directors for any purpose or purposes.
The Chairman shall preside at all meetings of the stockholders and of the Board
of Directors unless the Chairman shall be absent or incapacitated. The Chairman
of the Board, subject to the authority of the Board, shall generally do and
perform all acts incident to the office of the Chairman of the Board and which
are authorized or required by law.
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Section 3. President. The President shall provide active management over all
operations of the Company; subject, however, to control of the Board of
Directors. The President shall have the power to appoint and discharge, subject
to the general approval or review by the Board of Directors, employees and
agents of the Company and to fix their compensation to make and sign contracts
and agreements in the name of and on behalf of the Company and direct the
general management and control of the business and affairs of the Company. The
President may delegate from among the powers enumerated in the preceding
sentence to officers of the Company, such responsibilities and authority as the
President may determine. The President shall have the power to segregate the
operations of the Company into areas of responsibility. The President shall see
that the books, reports, statements and certificates required by the statute
under which the Company is organized or any other laws applicable thereto are
properly kept, made, and filed according to law; and the President shall
generally do and perform all acts which are authorized or required by law. The
President shall designate a Vice President who shall, during the absence or
incapacity of the President, assume and perform all functions and duties which
the President might lawfully do if present in person and not under any
incapacity.
Section 4. Vice Presidents.
Section 5(a). Executive and Senior Vice Presidents. Each Vice President
designated as "Executive" or "Senior Vice President" shall be responsible for
such areas and activities as assigned by the President, shall be subject to the
authority of the President and shall assist in the general control and
management of the business and affairs of the Company.
Section 5(b). Other Vice Presidents. The Vice Presidents shall be
responsible for such areas and activities as are assigned by the President and
shall perform such duties as may be required.
Section 5(c). Assumption of Duties by a Vice President. A Vice President,
consistent with the title or duty of such Vice President, shall assume and
perform all functions and duties assigned to a superior executive during the
absence or incapacity of such superior.
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Section 6. Secretary. The Secretary shall be sworn to the faithful discharge
of the duties of the Secretary. The Secretary shall keep a record in the proper
books provided for that purpose of meetings and proceedings of the Board of
Directors, Executive Committee and other Committees as may be designated by the
Board and stockholders, and shall record all votes of the directors and
stockholders in a book to be kept for that purpose. The Secretary shall notify
the directors and stockholders of the respective meetings as required by law or
by the bylaws of the Company and shall perform such other duties as may be
required by law or the bylaws of the Company, or which may be assigned from time
to time by the Board of Directors or Executive Committee. The Secretary is
authorized to appoint one or more assistants from time to time as the Secretary
deems advisable, the assistant or assistants to serve at the pleasure of the
Secretary, and to perform the duties that are delegated by the Secretary. The
assistant or assistants so appointed shall not be officers of the Company.
Section 7. Treasurer. The Treasurer shall have the custody of all the funds
and securities of the Company, and shall have the power on behalf of the Company
to sign checks, notes, drafts and other evidences of indebtedness, to borrow
money for the current needs of the business of the Company and to make
short-term investments of surplus funds of the Company. The Treasurer shall
render to the President or directors, whenever required by them, an account of
all transactions performed as Treasurer and of the financial conditions of the
Company. The Treasurer shall perform such other duties as may be assigned from
time to time by the Board of Directors, by the Executive Committee or by the
President. The Treasurer is authorized to appoint one or more assistants from
time to time as the Treasurer deems advisable, the assistant or assistants to
serve at the pleasure of the Treasurer, and to perform the duties that are
delegated by the Treasurer. The assistant or assistants so appointed shall not
be officers of the Company.
Section 8. Controller. The Controller shall be the chief accounting officer of
the Company and have full responsibility and control of the accounting
department, which department shall include all accounting functions carried on
throughout the Company and its subsidiaries. As such, the Controller shall,
subject to the approval of the Board of Directors, the Executive Committee or
the President, establish accounting policies. The Controller shall standardize
and coordinate accounting practices, supervise all accounting records and the
presentation of all financial statements and tax returns. The Controller shall
have such other powers and duties as, from time to time, may be conferred by the
Board of Directors, by the Executive Committee or by the President. The
Controller is authorized to appoint one or more assistants from time to time as
the Controller deems advisable, the assistant or assistants to serve at the
pleasure of the Controller, and to perform the duties that are delegated by the
Controller. The assistant or assistants so appointed shall not be officers of
the Company.
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Section 9. Form of Appointment. In making any appointments of assistants
the Secretary, Treasurer, and Controller shall use the following form:
I, (Name), the duly elected (Title) of Public Service Company of New
Mexico, do hereby appoint (Name) to serve as Assistant (Title) for the
period of (date) to (date), unless this appointment is terminated
earlier in writing, to assume or perform all functions and duties which
I might require and, in my absence or incapacity, which I might
lawfully do if present and not under any incapacity.
Any appointments of assistants by the Secretary, Treasurer or Controller and any
terminations of appointments shall be maintained in the records of the
Secretary's office.
ARTICLE V.
Contracts
Section 1. Unless the Board of Directors shall otherwise specifically direct,
all contracts, instruments, documents or agreements of the Company shall be
executed in the name of the Company by the President, or any Vice President, or
any other employee, if approved by the President by either administrative policy
letter or specific written designation. It shall not be necessary that the
corporate seal be affixed to any contract.
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Section 2. No contract or other transaction between the Company and any other
corporation owning or holding stock in this Company shall be affected by the
fact that the directors or officers of this Company are interested in, or are
directors or officers of, such other corporation. No contract or transaction of
this Company with any person or persons or firm or association or corporation
(other than one owning or holding stock in this Company) shall be affected by
the fact that any director or officer of this Company is a party thereto or
interested therein, or in any way connected with such person or persons, firm or
association, or corporation, provided that at the meeting of the Board of
Directors of this Company, making, authorizing or confirming such contract or
transaction, there shall be present a quorum of directors not so interested, and
that such contract or transaction shall be approved or be ratified by the
affirmative vote of at least three directors not so interested.
The Board of Directors in its discretion may submit any contract, or act, for
approval or ratification at any annual meeting of the stockholders, or at any
meeting of the stockholders called for the purpose of considering any such act
or contract; and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the capital stock of the Company which
is represented in person or by proxy at such meeting (provided that lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the Company and upon all the stockholders as though it
had been approved or ratified by every stockholder of the Company.
ARTICLE VI.
Negotiable Instruments
Except as otherwise provided by the Board of Directors, all checks, drafts,
bills of exchange, promissory notes and other negotiable instruments shall be
signed by the Chairman of the Board, the President, any Vice President,
Secretary or Treasurer.
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ARTICLE VII.
Capital Stock
Section 1. Certificates of Stock. All certificates of stock shall be in such
form as the Board of Directors may approve and shall be signed by the President
or a Vice President and by the Secretary and may be sealed with the seal of the
Company or a facsimile thereof. The signatures of the President or Vice
President and the Secretary of the Company upon a certificate may be facsimiles.
In case any officer of the Company whose signature, whether facsimile or
otherwise, shall have been placed upon any certificate shall cease to be such
officer before any certificate so signed shall have been actually issued and
delivered, such certificate may nevertheless be issued and delivered by the
Company as though the person who had signed such certificate had not ceased to
be an officer. All certificates shall be numbered for identification. The name
of the person owning the shares represented thereby with the number of shares
and the date of issue shall be entered on the Company's books. All certificates
surrendered to the Company shall be cancelled, and no new certificates shall be
issued until a certificate or certificates aggregating the same number of shares
of the same class shall have been surrendered or cancelled; but the Board of
Directors or Executive Committee may make proper provision, from time to time,
for the issue of new certificates in place of lost or destroyed certificates.
Section 2. Transfer Agents and Registrars. The Company shall, if and whenever
the Board of Directors shall so determine maintain one or more transfer offices
or agencies, each in charge of a transfer agent designated by the Board of
Directors, where the shares of the capital stock of the Company shall be
directly transferable, and also one or more registry offices, each in charge of
a registrar designated by the Board of Directors, where such shares of stock
shall be registered and no certificates for shares of the capital stock of the
Company, in respect of which one or more transfer agents and registrars shall
have been designated, shall be valid unless countersigned by one of such
transfer agents and registered by one of such registrars. The Board of Directors
may also make such additional rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Company.
Section 3. Transfer of Stock. Transfers of stock shall be made only upon the
books of the Company by the holder in person or by the holder's attorney upon
surrender of certificates for a like number of shares.
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Section 4. Closing of Transfer Books. The Board of Directors shall have power
to close the transfer books of the Company for a period not exceeding fifty (50)
days preceding the date of any meeting of stockholders or the date for the
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of stockholders entitled to notice of and to vote at
any such meeting, or entitled to receive payment of any such dividend or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, and in such cases only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at such meeting, or to receive the
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any stock on
the books of the Company after any such record date fixed as aforesaid.
ARTICLE VIII.
Dividends
Dividends upon the stock of the Company may be declared from time to time by
the Board of Directors in its discretion and paid to stockholders from the
surplus or net profits arising from the business of the Company.
ARTICLE IX.
Books
The books of the Company, except as otherwise provided by law, may be kept
outside of the State of New Mexico, at such place or places as may be from to
time designated by the Board of Directors.
The Directors shall, from time to time determine whether and to what extent,
and at what time and places, and under what conditions and regulations the
accounts and the books of the Company, or any of them, shall be open to the
inspection of stockholders; and no stockholder shall have any right to inspect
any book or account or document of the Company except as conferred by the
statutes of New Mexico, or authorized by the Directors.
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ARTICLE X.
Corporate Seal
The common corporate seal is, and until otherwise ordered by the Board of
Directors shall be, an impression circular in form upon paper or wax bearing the
words "Public Service Company of New Mexico, Incorporated, 1917."
The seal shall be in the charge of the Secretary. If and when so directed by
the Board of Directors or by the Executive Committee a duplicate of the seal may
be kept and used by the Treasurer or by an Assistant Secretary or Assistant
Treasurer.
ARTICLE XI.
Amendments
The power to alter, amend or repeal the Bylaws of the Company or adopt new
Bylaws for this Company shall be vested in the Board of Directors.
ARTICLE XII.
Voting Majority
Effective July 1, 2001, the Company shall be subject to the provision of the
1983 amendments to the New Mexico Business Corporation Act (Laws 1983, Chapter
304) lowering voting requirements for certain corporate actions including
amendments to articles of incorporation, mergers and consolidations, voluntary
dissolutions, sales of assets outside the ordinary course of business and
mandatory share exchange, from a two-thirds majority to a simple majority of
shares outstanding.
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