BYLAWS
OF
PUBLIC SERVICE COMPANY OF NEW MEXICO
With All Amendments to and Including April 27, 1994
BYLAWS
OF
PUBLIC SERVICE COMPANY OF NEW MEXICO
ARTICLE I.
Meetings of Stockholders
Section 1. Meetings. The Annual Meeting of Stockholders shall be held
on the fourth Wednesday of April in each year, if not a legal holiday
and if a legal holiday, then on the next succeeding business day, at a
time of the day to be determined by resolution of the Board of Direc-
tors, 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.
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 Chair-
man, 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 inspec-
tors 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.
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.
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. Chairman of the Board of Directors. 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.
Section 3. Vacancies. Any vacancies occurring on the Board of Direc-
tors by death, resignation, or otherwise shall be filled by a majority
of Directors then remaining in office.
Section 4. 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 5. 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.
Section 6. Quorum. A majority of the Board of Directors shall consti-
tute 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 7. 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 8. 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, partner-
ship 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 9. 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.
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. Membership will be the Chairman of the Board and the
Chairperson of each of the standing committees 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 Board of Directors, the
president 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.
ARTICLE IV.
Officers
Section 1. Number, Election and Term. The officers of the Company
shall be 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 succes-
sor shall be elected and shall qualify. 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 responsi-
bility 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. President. The President shall be the Chief Executive
Officer of the Company and shall provide active executive 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 compen-
sation 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 opera-
tions 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 applica-
ble 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 3. Vice Presidents.
Section 3(a). Executive and Senior Vice Presidents. Each Vice Presi-
dent 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 3(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 3(c). Assumption of Duties by a Vice President. A Vice Presi-
dent, 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.
Section 4. 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 stock-
holders 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 5. 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 appoint-
ed shall not be officers of the Company.
Section 6. 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 account-
ing policies. The Controller shall standardize and coordinate account-
ing practices, supervise all accounting records and the presentation of
all financial statements and tax returns. The Controller shall also
direct the internal auditing of the Corporation. The Controller shall
have such other powers and duties as, from time to time, may be con-
ferred by the Board of Directors, by the Executive Committee or by the
President. The Controller is authorized to appoint one or more assis-
tants 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.
Section 7. Form of Appointment. In making any appointments of assis-
tants 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.
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 stock-
holders, 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 instru-
ments shall be signed by the Chairman of the Board, the President, any
Vice President, Secretary or Treasurer.
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 certifi-
cates 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.
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 stock-
holders 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 stockhold-
ers 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.
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.