BYLAWS
SOUTH JERSEY INDUSTRIES, INC.
ARTICLE I
SHAREHOLDERS
1.1 Place of Meetings. Meetings of the shareholders shall
be held at such place as may be designated by the Board of Directors
in the notice of meeting.
1.2 Annual Meeting. An annual meeting of the shareholders
for the election of Directors and for other business shall be held on
the next to the last Thursday in April of each year, if not a legal
holiday, and if a legal holiday, then on the first day following which
is not a legal holiday, or on such other day as may be designated by
the Board of Directors.
1.3 Special Meetings. Special meetings of the shareholders
may be called at any time by the President or a majority of the Board
of Directors at a meeting or in writing without a meeting or by the
holders of not less than 10% of all the shares entitled to vote at a
meeting. Business transacted at any special meeting shall be confined
to the purpose or purposes stated in the notice thereof.
1.4 Notice. Written notice of the time, place and purpose of
every meeting of shareholders shall be given not less than ten nor
more than 60 days before such meeting, either personally or by mail,
by or at the direction of the President, the Secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled
to vote at the meeting.
1.5 Quorum. At all meetings of shareholders, a majority of
the outstanding shares of capital stock entitled to vote, represented
by shareholders in person or by proxy, shall constitute a quorum for
the transaction of business. In the absence of a quorum, the
shareholders present in person or by proxy by majority vote may
adjourn the meeting from time to time without notice other than by
oral announcement at the meeting, until a quorum shall be present. At
any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the
original meeting.
ARTICLE II
DIRECTORS
2.1 Powers, Number, Classification and Election. The
business and affairs of the Company shall be conducted and managed by
its Board of Directors, which shall have all the powers of the Company
except such as are by statute, by the Certificate of Incorporation, or
by these Bylaws conferred upon or reserved to the shareholders.
The number of Directors constituting the entire Board of Directors
shall be 14. The members of the Board of Directors shall be divided
into classes in the manner provided by Article SEVENTH of the
Company's Certificate of Incorporation and shall be elected and serve
for such terms of office as are provided therein.
2.2 Meetings.
(a) Place of Meetings. Meetings of the Board of Directors
shall be held at such place as may be designated by the Board or in
the notice of the meeting.
(b) Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates as may be fixed, from time to
time, by a majority of the Directors at a meeting or in writing
without a meeting.
(c) Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the President or by a
majority of the Board of Directors at a meeting or in writing without
a meeting.
(d) Notice. Notice of the time and place of every meeting,
which need not be in writing, shall be given to each Director at least
two days before the meeting.
(e) Quorum. At all meetings of the Board of Directors, or
any committee thereof, a majority of the total number of the members
shall constitute a quorum for the transaction of business, provided
that a quorum shall never be less than two persons. Except in cases
in which it is by law, by the Certificate of Incorporation, or by
these Bylaws otherwise provided, a majority of members present at a
meeting of the full Board or of a committee at which a quorum is
present shall decide any questions that may come before the meeting.
In the absence of a quorum, the members present by majority vote may
adjourn the meeting from time to time without notice other than by
oral announcement at the meeting, until a quorum shall be present. At
any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the
meeting as originally notified.
2.3 Newly Created Directorships and Vacancies. Newly created
Directorships resulting from an increase in the number of Directors
and vacancies occurring in the Board of Directors for any reason may
be filled by vote of a majority of the Directors then in office,
although less than a quorum, or by a sole remaining director, at any
meeting of the Board of Directors. Newly created Directorships shall
be assigned by the Board of Directors to one of the classes described
in Article SEVENTH of the Company's Certificate of Incorporation in
the manner provided in such Article. The person so elected by the
Board of Directors to fill a newly created Directorship or a vacancy
shall be elected to hold office until the next succeeding annual
meeting of shareholders and until his successor shall be duly elected
and qualified or until his earlier death, resignation or removal.
2.4 Committees. The Board of Directors may by resolution
adopted by a majority of the whole Board designate one or more
committees, each committee to consist of three or more Directors, one
of whom shall be designated by the Board as Chairman, and such
alternate members (also Directors) as may be designated by the Board.
The Chief Executive Officer of the Company shall be ex officio a
member of each such committee unless the Board shall otherwise direct.
The Board may provide by resolution for compensation and payment of
expenses to committee members and alternate members. Any such
committee, to the extent permitted by law and provided in such
resolution, shall have and exercise the authority of the Board of
Directors in the management of the business and affairs of the
Company, and shall have power to fix its own rules of procedure. In
the absence or disqualification of any member of a committee or other
person authorized to act as such, the member or members thereof
present and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another Director to act
at the meeting in the place of any such absent or disqualified member.
2.5 Removal. No member of the Board of Directors may be removed
except for cause.
ARTICLE III
OFFICERS
3.1 Executive Officers. The Executive officers of the
Company shall be a President, one or more Vice Presidents (one or more
of whom may be designated as Executive Vice President or Senior Vice
President), a Secretary, and a Treasurer. The Executive officers
shall be elected annually by the Board of Directors at its first
meeting following the annual meeting of the shareholders and each such
Officer shall hold office until the corresponding meeting in the next
year and until his successor shall have been duly chosen and
qualified, or until he shall have resigned or shall have been removed.
Any vacancy in any of the above-mentioned offices may be filled for
the unexpired portion of the term by the Board of Directors at any
regular or special meeting.
3.2 Authority, Duties and Compensation. The Executive
officers shall have such authority, perform such duties and serve for
such compensation as shall be provided in these Bylaws or as may be
determined by resolution of the Board of Directors. The President
shall be the Chief Executive Officer. The Chief Executive Officer
shall preside at all meetings of the Board of Directors and the
shareholders at which he is present, shall carry out policies adopted
or approved by the Board of Directors, shall have general charge and
supervision of the business of the Company, subject to the control of
the Board of Directors, and may perform any act and execute any
instrument in the conduct of the business of the Company. The other
Executive Officers shall have the duties and powers usually related to
their offices, except as the Board of Directors or the Chief Executive
Officer shall otherwise determine from time to time.
3.3 Assistant and Subordinate Officers. The Board of
Directors may choose one or more Assistant Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such
subordinate Officers as it may deem desirable. Each Assistant and
subordinate Officer, if any, shall hold office for such period, shall
have such authority and perform such duties, and shall receive such
compensation as the Board of Directors or the Chief Executive Officer,
or such other Officer as the Board shall so authorize, may prescribe.
3.4 Officers Holding Two or More Offices. Any two of the
above-mentioned offices may be held by the same person, but no
officers shall execute, acknowledge, or verify any instrument in more
than one capacity, if such instrument be required by statute, by the
Certificate of Incorporation, or by these Bylaws, to be executed,
acknowledged, or verified by any two or more officers.
ARTICLE IV
INDEMNIFICATION
4.1 Right to Indemnification. The Company shall indemnify
any corporate agent against his expenses and liabilities in connection
with any proceedings involving the corporate agent by reason of his
being or having been such a corporate agent to the extent that (a)
such corporate agent is not otherwise indemnified; and (b) the power
to do so has been or may be granted by statute; and for this purpose
the Board of Directors may, and on request of any such corporate agent
shall be required to, determine in each case whether or not the
applicable standards in any such statute have been met, or such
determination shall be made by independent legal counsel if the Board
so directs or if the Board is not empowered by statute to make such
determination.
4.2 Prepayment of Expenses. To the extent that the power
to do so has been or may be granted by statute, the Company shall pay
expenses incurred by a corporate agent in connection with a proceeding
in advance of the final disposition of the proceeding upon receipt of
an undertaking by or on behalf of such corporate agent to repay such
amount unless it shall ultimately be determined that he is entitled to
be indemnified as provided by statute.
4.3 Indemnification Not Exclusive. This indemnification
shall not be exclusive of any other rights to which a corporate agent
may be entitled, both as to any action in his official capacity or
as to any action in another capacity while holding such office, and
shall inure to the benefits of the heirs, executors or administrators
of any such corporate agent.
4.4 Insurance and Other Indemnification. The Board of Directors
shall have the power to (a) purchase and maintain, at the Company's
expense, insurance on behalf of the Company and on behalf of others to
the extent that power to do so has been or may be granted by statute
and (b) give other indemnification to the extent permitted by law.
4.5 Definitions. As used in this Article,
(a) "corporate agent" means any person who is or was a
Director, officer, employee or agent of the Company and any
person who is or was a Director, officer, trustee, employee or agent
of any other enterprise, serving as such at the request of the
Company, or the legal representative of any such Director, officer,
trustee, employee or agent;
(b) "other enterprise" means any domestic or foreign
corporation, other than the Company, and any partnership, joint
venture, sole proprietorship, trust or other enterprise whether or not
for profit, served by a corporate agent;
(c) "expenses" means reasonable costs, disbursements and counsel
fees;
(d) "liabilities" means amounts paid or incurred in satisfaction
of settlements, judgments, fines and penalties;
(e) "proceedings" means any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding.
ARTICLE V
SHARE CERTIFICATES AND
UNCERTIFICATED SHARES
5.1 Share Certificates. Except as provided in Section 5.4,
every shareholder of record shall be entitled to a share certificate
representing the shares held by him and such certificates shall
conform to all applicable provisions of law.
5.2 Transfer of Shares. The Board of Directors shall have power
and authority to make all such rules and regulations as it may deem
expedient and in accordance with law concerning the issue, transfer,
and registration of share certificates.
5.3 Mutilated, Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Company alleged to have been
mutilated, lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms
and conditions as it deems expedient, and may require such indemnities
as it deems adequate, to protect the Company from any claim that may
be made against it with respect to any such certificate alleged to
have been lost or destroyed.
5.4 Uncertificated Shares. The Board of Directors may
provide that some or all of the shares of any class or series of stock
of the Company shall be represented by uncertificated shares. Within
20 days after the issuance or transfer of uncertificated shares, the
Company shall send to the registered owner thereof a written notice
stating that the Company is organized under the laws of New Jersey,
the name of the person to whom the shares were issued, the number and
class, and the designation of the series, if any, of such shares, and
containing any other information required by law or deemed advisable
by the Company to be included in such notice. Except as otherwise
expressly provided by law, the rights and obligations of the holders
of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall
be identical.
ARTICLE VI
MISCELLANEOUS
6.1 Fiscal Year. The fiscal year of the Company shall be the
calendar year, unless otherwise provided by the Board of Directors.
6.2 Amendments. These Bylaws may be amended or repealed
(i) by action of a majority of the Board of Directors at any regular
or special meeting of the Board of Directors, provided notice of any
such alteration, amendment, or repeal shall be given in the notice of
any such meeting, (ii) or except as otherwise provided in Article
TENTH of the Certificate of Incorporation of the Company, as amended,
by action of the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote generally in the
election of Directors, considered for this purpose as one class.
AMENDMENTS
Article I Section 1.2 Amended March 19, 1970
Article I Section 1.2 Amended April 16, 1970
Article II Section 2.1 Amended February l8, 1971
Article II Section 2.1 Amended June 22, 1972
Article II Section 2.1 Amended August 23, 1973
Article II Section 2.1 Amended February 20, 1975
Article II Section 2.1 Amended February 19, 1976
Article II Section 2.1 Amended February 17, 1977
Article II Section 2.1 Amended February 16, 1978
Article II Section 2.1 Amended February 15, 1979
Article II Section 2.1 Amended August 23, 1979
Article I Section 1.3 Amended November 16, 1979
Article I Section 1.4 Amended November 16, 1979
Article II Section 2.2 (c) Amended November 16, 1979
Article II Section 2.4 Amended November 16, 1979
Article III Section 3.1 Amended November 16, 1979
Article III Section 3.2 Amended November 16, 1979
Article III Section 3.3 Amended November 16, 1979
Article III Section 3.4 Amended November 16, 1979
Article V Section 5.1 Amended November 16, 1979
Article II Section 2.4 Amended October 24, 1980
Article II Section 2.1 Amended April 22, 1981 (Special Mtg.)
Article II Section 2.1 Amended October 23, 1981
Article III Section 3.1, 3.2, and 3.3 Amended October 23, 1981
Article II Section 2.1, 2.3 Amended January 21, 1983
Article II Section 2.5 Amended by including new section Jan. 21, 1983
Article IV Section 6.2 Amended January 21, 1983
Article II Section 2.1 Amended January 24, 1986
Article I Section 1.3 Amended April 18, 1989, eff. April 19, 1989 (Spl.Mtg.)
Article I Section 1.4 Amended April 18, 1989, eff. April 19, 1989 (Spl.Mtg.)
Article II Section 2.1 Amended April 18, 1989, eff. April 19, 1989 (Spl.Mtg.)
Article II Section 2.2 Amended April 18, 1989, eff. April 19, 1989 (Spl.Mtg.)
Article III Section 3.1 Amended April 18, 1989, eff. April 19, 1989 (Spl.Mtg.)
Article III Section 3.2 Amended April 18, 1989, eff. April 19, 1989 (Spl.Mtg.)
Article V Section 5.1 Amended April 18, 1989, eff. April 19, 1989 (Spl.Mtg.)
Article V Section 5.1 Amended November 17, 1989
Article V Section 5.4 Amended by including new section November 17, 1989
Article II Section 2.1 Amended October 1, 1990.
Article II Section 2.1 Amended April 23, 1992.
Article II Section 2.1 Amended April 22, 1993.
Article II Section 2.1 Amended September 1, 1993.
Article II Section 2.1 Amended April 21, 1994.
Article II Section 2.1 Amended February 17, 1995.