Exhibit (3)(b)
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BYLAWS
(AMENDED AND RESTATED THROUGH OCTOBER 23, 1998)
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 by action of a majority of the Board of
Directors. Upon the application of the holder or holders of not less than 10%
of all shares entitled to vote at a meeting, the Superior Court, in an action
in which the court may proceed in a summary manner, for good cause shown, may
order a special meeting of the shareholder to be called and held at such time
and place, upon such notice and for the transaction of such business as may be
designated in such order.
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 Chairman of the Board and Chief Executive Officer, 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.
1.6 Business at Meetings of Shareholders. Except as otherwise
provided by law, or in these Bylaws, the business which shall be conducted at
any meeting of the shareholders shall (a) have been specified in the written
notice of the meeting (or any supplement thereto) given by the Company, or (b)
be brought before the meeting at the direction of the Board of Directors or
the President, or (c) be brought before the meeting by the presiding officer
of the meeting unless either a majority of the Directors then in office or the
President object to such business being conducted at the meeting, or (d) have
been specified in a written notice given to the Secretary of the Company, by
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or on behalf of any shareholder entitled to vote at the meeting (the
"Shareholder Notice"), in accordance with all of the following requirements:
(1) Each Shareholder Notice must be delivered to, or mailed and
received at, the principal executive offices of the Company (i) in the case of
an annual meeting that is called for a date that is within 30 days before or
after the anniversary date of the immediately preceding annual meeting of
shareholders, not less than 60 days nor more than 90 days prior to such
anniversary date, (ii) in the case of an annual meeting that is called for a
date that is not within 30 days before or after the anniversary date of the
immediately preceding annual meeting, not later than the close of business on
the tenth day following the day on which notice of the date of the meeting was
mailed or public disclosure of the date of the meeting was made, whichever
comes first, and (iii) in the case of any special meeting of the shareholders,
not less than 60 days nor more than 90 days prior to the date of such meeting;
and
(2) Each such Shareholder Notice must set forth with particularity
(i) the names and business addresses of the shareholder submitting the
proposal (the "Proponent") and all persons acting in concert with the
Proponent; (ii) the name and address of the Proponent and the persons
identified in clause (i), as they appear on the Company's books (if they so
appear); (iii) the class and number of shares of the Company beneficially
owned by the Proponent and the persons identified in clause (i); (iv) a
description of the Shareholder Proposal containing all material information
relating thereto; (v) a representation that the Proponent is a holder of
record of the stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to bring the business
specified in the notice before the meeting; and (vi) such other information
as the Board of Directors reasonably determines is necessary or appropriate to
enable the Board of Directors and the shareholders of the Company to consider
the shareholder proposal. The presiding officer at any shareholders meeting
may determine, in his or her sole discretion, that any shareholder proposal
was not made in accordance with the procedures prescribed in these Bylaws or
is otherwise not in accordance with law, and if such officer should so
determine, such officer shall so declare at the meeting and the shareholder
proposal shall be disregarded.
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 9. 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.
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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 Chairman of the Board and Chief Executive
Officer 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 Chairman of the Board and 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
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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.
2.6 Nominations by Shareholders. Notwithstanding the provisions of
Section 2.1, nominations for the election of the Directors may be made at any
annual meeting or any special meeting of shareholders at which Directors are
to be elected by any shareholder of record entitled to vote at such meeting;
provided, however, that such shareholder must provide timely written notice
(the "Nomination Notice") to the Secretary of the Company in accordance with
the following requirements:
(1) Each Nomination Notice must be delivered to, or mailed or
received at, the principal executive offices of the Company (i) in the case of
an annual meeting that is called for a date that is within 30 days before or
after the anniversary date of the immediately preceding annual meeting of
shareholders, not less than 60 days nor more than 90 days prior to such
anniversary date, and (ii) in the case of an annual meeting that is called
for a date that is not within 30 days before or after the anniversary date of
the immediately preceding annual meeting, not later than the close of business
on the tenth day following the day on which notice of the date of the meeting
was mailed or public disclosure of the date of the meeting was made, whichever
comes first; and (iii) in the case of any special meeting of the shareholders,
not less than 60 days nor more than 90 days prior to the date of such meeting;
and
(2) Each Nomination Notice must set forth: (i) as to each individual
nominated, (A) the name, date of birth, business address and residence address
of such individual; (B) the business experience during the past five years of
such nominee, including his or her principal occupations and employment during
such period, the name and principal business of any corporation or other
organization in which such occupations and employment were carried on, and
such other information as to the nature of his or her responsibilities and
level of professional competence as may be sufficient to permit assessment of
his or her prior business experience; (C) whether the nominee is or has ever
been at any time a director, officer or owner of 5% or more of any class of
capital stock, partnership interests or other equity interest of any
corporation, partnership or other entity; (D) any directorships held by such
nominee in any company with a class of securities registered pursuant to
section 12 of the Securities Exchange Act of 1934, as amended, or subject to
the requirements of section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940, as amended; (E)
whether, in the last five years, such nominee has been convicted in a criminal
proceeding or has been subject to a judgment, order, finding, decree of any
federal, state or other governmental entity, concerning any violation of
federal, state or other law, or any proceeding in bankruptcy, which
conviction, order, finding, decree or proceeding may be material to an
evaluation of the ability or integrity of the nominee; (F) a description of
all arrangements or understandings between the nominating shareholder (the
"Nominating Shareholder") and each nominee and any other person or persons
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(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the Nominating Shareholder; (G) such other
information regarding each nominee as would have been required to be included
in a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (H) the consent of each nominee to
serve as a Director of the Company if so elected; and (ii) as to the
Nominating Shareholder and any person acting in concert with the Nominating
Shareholder, (x) the names and business addresses of such Nominating
Shareholder and the persons identified in clause (ii); (ii) the name and
address of such Nominating Shareholder and the persons identified in clause
(ii), as they appear on the Company's books (if they so appear); (iii) the
class and number of shares of the Company beneficially owned by such
Nominating Shareholder and the persons identified in clause (ii). The
presiding officer at any shareholders meeting may determine, in his or her
sole discretion, that any nomination of any person was not made in accordance
with the procedures prescribed in these Bylaws or is otherwise not in
accordance with law, and if such officer should so determine, such officer
shall so declare at the meeting and the nomination shall be disregarded.
ARTICLE III
OFFICERS
3.1 Executive Officers. The Executive officers of the Company shall
be a President (who may be designated by resolution of the Board as the Chief
Executive Officer), 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 Chairman of the Board may also be elected as an
Executive Officer and if so elected by the Board of Directors, may be
designated the Chief Executive Officer, in which case the President shall then
be the Chief Operating Officer. If the Chairman of the Board is elected as an
Executive Officer and is not designated by resolution of the Board as the
Chief Executive Officer, the President shall then be the Chief Executive
Officer. The Executive officers shall be elected annually by the Board of
Directors following the annual meeting of shareholders and each such officer
shall hold office until the corresponding meeting next year and until his
successor shall have been duly chosen and qualified, or until he shall resign
or shall have been removed. Any vacancy in any of the above-mentioned offices
may be filled for the unexpired 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 Chairman of the Board and 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
Chairman of the Board and Chief Executive Officer shall otherwise determine
from time to time.
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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 Chairman of the Board and 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
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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
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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, Amended October 23, 1981
and 3.3
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.)
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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.
Article I Section 1.3 and 1.4 Amended April 20, 1995.
Article II Section 2.2 (c) and 2.4 Amended April 20, 1995.
Article III Section 3.1, 3.2, Amended April 20, 1995.
and 3.3
Article II Section 2.1 Amended August 23, 1996.
Article II Section 2.1 Amended April 17, 1997.
Article I Section 1.3 Amended October 24, 1997.
Article I Section 1.6 Amended by adding new section October
24, 1997.
Article II Section 2.6 Amended by adding new section October
24, 1997.
Article II Section 2.1 Amended December 30, 1997.
Article III Section 3.1 Amended December 30, 1997.
Article II Section 2.1 Amended April 23, 1998.
Article II Section 2.1 Amended October 23, 1998.
Article III Section 3.1 Amended October 23, 1998.
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