BY-LAWS
OF
ENERGYNORTH, INC.
ARTICLE I
Offices
The principal office of the corporation in the State of New
Hampshire shall be located in the City of Manchester, County of
Hillsborough. The corporation may have such other offices,
either within or without the State of New Hampshire, as the board
of directors may designate or as the business of the corporation
may require from time to time.
ARTICLE II
Shareholders
Section 2.1 Annual Meeting. The annual meeting of the
shareholders shall be held on the first (1st) Wednesday in the
month of February in each year, beginning with the year 1986 at
the hour of 11:00 O'clock a.m. or at such other time on such
other day within such month as shall be fixed by the board of
directors, for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of New Hampshire, such meeting shall
be held on the next succeeding business day. If the election of
directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment
thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter
as conveniently may be.
Section 2.2 Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the president or by the
board of directors, and shall be called by the president at the
request of the holders of not less than one-tenth (1/10) of all
outstanding shares of the corporation entitled to vote at the
meeting.
Section 2.3 Place of Meeting. The board of directors may
designate any place, either within or without the State of New
Hampshire, as the place of meeting for any annual meeting or for
any special meeting called by the board of directors. A waiver
of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
State of New Hampshire, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal
office of the corporation in the State of New Hampshire.
Section 2.4 Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall, unless otherwise prescribed by statute, be delivered not
less than ten (10) nor more than fifty (50) days before the date
of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or
other persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears
on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 2.5 Closing of Transfer Books or Fixing of Record
Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment
of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors
of the corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any
case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the
board of directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case
to be not more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which the notice of the meeting is mailed
or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 2.6 Voting Record. The officer or agent having
charge of the stock transfer books for shares of the corporation
shall make a complete record of the shareholders entitled to vote
at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the
number of shares held by each. Such record shall be produced and
kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting for the purposes thereof.
Section 2.7 Quorum. A majority of the outstanding shares
of the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 2.8 Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
Section 2.9 Voting of Shares. Unless cumulative voting is
authorized in the articles of incorporation, each outstanding
share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
Section 2.10 Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the ByLaws of such corporation may
prescribe or, in the absence of such provision, as the board of
directors of such other corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under control of a receiver
may be voted by such receiver without the transfer thereof into
his name if authority so to do be contained in an appropriate
order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Neither treasury shares of its own stock held by the
corporation, nor shares held by another corporation if a majority
of the shares entitled to vote for the election of directors of
such other corporation are held by the corporation, shall be
voted at any meeting or counted in determining the total number
of outstanding shares at any given time for purposes of any
meeting.
Section 2.11 Informal Action by Shareholders. Any action
required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III
Board of Directors
Section 3.1 General Powers. The business and affairs of
the corporation shall be managed by its board of directors.
Section 3.2.1 Number, Tenure and Qualifications. The
number of directors of the corporation shall be eleven (11). The
directors shall be divided as nearly equally as possible into
three classes pursuant to the articles of incorporation. Except
as otherwise provided by the articles of incorporation, each
director shall hold office until the third successive annual
meeting of shareholders and until his successor shall have been
elected and qualified. Directors need not be residents of the
State of New Hampshire or shareholders of the corporation.
Section 3.2.2 No director may be reelected to a consecutive
term who has attained the age of 70 prior to the date of the
annual meeting at which his term expires.
Section 3.2.3 Any amendment of Section 3.2.1 increasing the
number of directors shall require a vote of 75% of the directors.
The number of directors shall not be increased except at a
meeting of directors expressly called for that purpose. This
paragraph may not be rescinded, repealed, altered or amended
except by a vote of 75% of the directors or a majority of the
shares.
Section 3.3 Regular Meetings. A regular meeting of the
board of directors shall be held without other notice than this
By-Law immediately after, and at the same place as, the annual
meeting of shareholders. The board of directors may provide, by
resolution, the time and place, either within or without the
State of New Hampshire, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.4 Special Meetings. Special meetings of the
board of directors may be called by or at the request of the
president or any two directors. The person or persons authorized
to call special meetings of the board of directors may fix any
place, either within or without the State of New Hampshire, as
the place for holding any special meeting of the board of
directors called by them.
Section 3.5 Notice. Notice of any special meeting shall be
given at least two (2) days previously thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegram company. Any director may
waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting.
Section 3.6 Special Telephone Meeting. A special telephone
meeting of the board of directors may be called by or at the
request of the chairman, the president, or any two directors, by
means of a conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall
constitute presence at the meeting. Notice of a special
telephone meeting shall be given by telephone to or telegram
delivered to a responsible person at the director's residence or
business address not less than 12 hours prior to the telephone
meeting.
Section 3.7 Quorum. A majority of the number of directors
fixed in the manner prescribed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any
meeting of the board of directors, but if less than such majority
is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 3.8 Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors.
Section 3.9 Action Without a Meeting. Any action required
or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors.
Section 3.10 Vacancies. Any vacancy occurring in the board
of directors may be filled by the affirmative vote of a majority
of the remaining directors though less than a quorum of the board
of directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number
of directors may be filled by election by the board of directors
for a term of office continuing only until the next election of
directors by the shareholders.
Section 3.11 Compensation. By resolution of the board of
directors, each director may be paid his expenses, if any, of
attendance at each meeting of the board of directors, and may be
paid a stated salary as director or a fixed sum for attendance at
each meeting of the board of directors or both. No such payment
shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 3.12 Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of
the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
ARTICLE IV
Officers
Section 4.1 Number. The officers of the corporation shall
be a chairman of the board, president, one or more vice-
presidents (the number thereof to be determined by the board of
directors), a secretary, and a treasurer, each of whom shall be
elected by the board of directors. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the board of directors. Any two or more offices may
be held by the same person, except the offices of president and
secretary.
Section 4.2 Election and Term of Office. The officers of
the corporation to be elected by the board of directors shall be
elected annually by the board of directors at the first meeting
of the board of directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may
be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in
the manner hereinafter provided.
Section 4.3 Removal. Any officer or agent may be removed
by the board of directors whenever, in its judgment, the best
interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.
Section 4.4 Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.
Section 4.5 Chairman of the Board. The chairman of the
board shall, when present, preside at all meetings of the board
of directors and shareholders and shall have such other duties as
the board of directors may prescribe.
Section 4.6 President. The president, subject to the
control of the board of directors, shall supervise and control
all of the business and affairs of the corporation. He shall,
when present, in the absence of the chairman and vice-chairman,
preside at all meetings of the shareholders and board of
directors. He may sign with the secretary or any other proper
officer of the corporation thereunto authorized by the board of
directors, any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be
executed, except in cases where the signing and execution thereof
shall be expressly delegated by the board of directors or by
these By-Laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the function
of president and such other duties as may be prescribed by the
board of directors from time to time.
Section 4.7.1 Executive Vice-President. The executive vice-
president shall perform such duties as from time to time may be
assigned to him by the president or by the board of directors
and, in the absence of the president or in the event of his
death, inability, or refusal to act, the executive vice-president
shall perform the duties of the president, and when so acting,
shall have all of the powers of and be subject to all of the
restrictions upon the president.
Section 4.7.2 The Vice-Presidents In the absence of the
executive vice-president or in the event of his death, inability
or refusal to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order
designated at the time of their election, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the executive vice-president, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the executive vice-president. Any vice-
president may sign, with the secretary or an assistant secretary,
certificates for shares of the corporation; and shall perform
such other duties as from time to time may be assigned to him by
the president or by the board of directors.
Section 4.8 The Secretary. The secretary shall: (a) be the
resident agent of the corporation; (b) keep the minutes of the
proceedings of the shareholders and of the board of directors in
one or more books provided for that purpose; (c) see that all
notices are duly given in accordance with the provisions of these
By-Laws or as required by law; (d) be custodian of the corporate
records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly
authorized; (e) keep a register of the post office address of
each shareholder which shall be furnished to the secretary by
such shareholder; (f) sign with the president, or a vice-
president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the
board of directors; (g) have general charge of the stock transfer
books of the corporation; and (h) in general perform all duties
incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the
board of directors.
Section 4.9 The Treasurer. The treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article
V of these By-Laws; (c) sign with the president, or a vice-
president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the
board of directors; and (d) in general perform all of the duties
incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the president or by the
board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the board
of directors shall determine.
Section 4.10 Assistant Secretary and Assistant Treasurer.
The assistant secretaries or assistant treasurers, when
authorized by the board of directors, may sign with the president
or a vice-president certificates for shares of the corporation
the issuance of which shall have been authorized by a resolution
of the board of directors. The assistant treasurers shall
respectively, if required by the board of directors, give bonds
for the faithful discharge of their duties in such sums and with
such sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary
or the treasurer, respectively, or by the president or the board
of directors.
Section 4.11 Salaries. The salaries of the officers shall
be fixed from time to time by the board of directors and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V
Contracts, Loans, Checks and Deposits
Section 5.1 Contracts. The board of directors may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 5.2 Loans. No loans shall be contracted on behalf
of the corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the board
of directors. Such authority may be general or confined to
specific instances.
Section 5.3 Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents, of the
corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 5.4 Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the board of directors may select.
ARTICLE VI
Certificates for Shares and Their Transfer
Section 6.1 Certificates for Shares. Certificates
representing shares of the corporation shall be in such form as
shall be determined by the board of directors. Such certificates
shall be signed by the chairman or vice chairman of the board of
directors or the president or a vice-president and by the
secretary or an assistant secretary or the treasurer or an
assistant treasurer of the corporation and sealed with the
corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate
is manually signed on behalf of a transfer agent or a registrar,
other than the corporation itself or one of its employees. Each
certificate for shares shall be consecutively numbered or
otherwise identified.
The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation
for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares
shall have been surrendered and cancelled, except that in case of
a lost, destroyed or mutilated certificate a new one may be
issued there for upon such terms and indemnity to the corporation
as the board of directors may prescribe.
Section 6.2 Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the
corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall begin on the first
(1st) day of October and end on the thirtieth (30th) day of
September in each year.
ARTICLE VIII
Dividends
The board of directors may, from time to time, declare and
the corporation may pay dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and
its articles of incorporation.
ARTICLE IX
Corporate Seal
The board of directors shall provide a corporate seal which
shall have inscribed thereon the words "EnergyNorth, Inc. 1982 -
New Hampshire".
ARTICLE X
Waiver of Notice
Whenever any notice is required to be given to any
shareholder or director of the corporation under the provisions
of these By-Laws or under the provisions of the articles of
incorporation or under the provisions of the New Hampshire
Business Corporation Act, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or
after the time stated herein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XI
Amendments
These By-Laws may be altered, amended or repealed and new By-
Laws may be adopted by the board of directors, subject to repeal
or change by action of the shareholders.
ARTICLE XII
Executive Committee
Section 12.1 Appointment. The board of directors, by
resolution adopted by a majority of the full board, may designate
two or more of its members to constitute an executive committee.
The designation of such committee and the delegation thereto of
authority shall not operate to relieve the board of directors, or
any member thereof, of any responsibility imposed by law. The
board of directors, by resolution adopted by a majority of the
full board, may terminate the executive committee at any time.
Section 12.2 Authority. The executive committee, when the
board of directors is not in session, shall have and may exercise
all of the authority of the board of directors except to the
extent, if any, that such authority shall be limited by the
resolution appointing the executive committee and except also
that the executive committee shall not have the authority of the
board of directors in reference to amending the articles of
incorporation, adopting a plan of merger or consolidation,
recommending to the shareholders the sale, lease or other
disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular
course of its business, recommending to the shareholders a
voluntary dissolution of the corporation or a revocation thereof,
or amending these By-Laws of the corporation.
Section 12.3 Tenure and Qualifications. Each member of the
executive committee shall hold office until the next regular
annual meeting of the board of directors following his
designation and until his successor is designated as a member of
the executive committee and is elected and qualified.
Section 12.4 Meetings. Regular meetings of the executive
committee may be held without notice at such times and places as
the executive committee may fix from time to time by resolution.
Special meetings of the executive committee may be called by any
member thereof upon not less than one (1) day's notice stating
the place, date and hour of the meeting, which notice may be
written or oral, and if mailed, shall be deemed to be delivered
when deposited in the United States mail addressed to the member
of the executive committee at his business address. Any member
of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the executive
committee need not state the business proposed to be transacted
at the meeting.
Section 12.5 Special Telephone Meetings. A special
telephone meeting of the executive committee may be called by any
member thereof by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation shall constitute presence at the meeting. Notice
of a special telephone meeting shall be given by telephone or a
telegram delivered to a responsible person at the member's
residence or business address not less than 12 hours prior to the
telephone meeting.
Section 12.6 Quorum. A majority of the members of the
executive committee shall constitute a quorum for the transaction
of business at any meeting thereof and action of the executive
committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is
present.
Section 12.7 Action Without a Meeting. Any action required
or permitted to be taken by the executive committee at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the members
of the executive committee.
Section 12.8 Vacancies. Any vacancy in the executive
committee may be filled by a resolution adopted by a majority of
the full board of directors.
Section 12.9 Resignations and Removal. Any member of the
executive committee may be removed at any time with or without
cause by resolution adopted by a majority of the full board of
directors. Any member of the executive committee may resign from
the executive committee at any time by giving written notice to
the president or secretary of the corporation, and unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 12.10 Procedure. The executive committee shall
elect a presiding officer from its members and may fix its own
rules of procedure which shall not be inconsistent with these By-
Laws. It shall keep regular minutes of its proceedings and
report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have
been taken.
ARTICLE XIII
Indemnification of Directors or Officers
The corporation shall indemnify any director or officer of
the corporation pursuant to the provisions of RSA 293-A:5.
ARTICLE XIV
Emergency By-Laws
The emergency By-Laws provided in this Article XIV shall be
operative during any emergency in the conduct of the business of
the corporation resulting from an attack on the United States or
any nuclear or atomic disaster, notwithstanding any different
provision in the preceding articles of the By-Laws or in the
articles of incorporation of the corporation or in the New
Hampshire Business Corporation Act. To the extent not
inconsistent with the provisions of this article, the By-Laws
provided in the preceding articles shall remain in effect during
such emergency and upon its termination the emergency By-Laws
shall cease to be operative.
During any such emergency:
(a) A meeting of the board of directors may be called
by any officer or director of the corporation. Notice of
the time and place of the meeting shall be given by the
person calling the meeting to such of the directors as it
may be feasible to reach by any available means of
communication. Such notice shall be given at such time in
advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.
(b) At any such meeting of the board of directors, a
quorum shall consist of three (3) members of the board.
(c) The board of directors, either before or during
any such emergency, may provide, and from time to time
modify, lines of succession in the event that during such an
emergency any or all officers or agents of the corporation
shall for any reason be rendered incapable of discharging
their duties.
(d) The board of directors, either before or during
any such emergency, may, effective in the emergency, change
the head office or designate several alternative head
offices or regional offices, or authorize the officers to do
so.
No officer, director or employee acting in accordance with
these emergency By-Laws shall be liable except for willful
misconduct.
These emergency By-Laws shall be subject to repeal or change
by further action of the board of directors or by action of the
shareholders, but no such repeal or change shall modify the
provisions of the next preceding paragraph with regard to action
taken prior to the time of such repeal or change. Any amendment
of these emergency By-Laws may make any further or different
provision that may be practical and necessary for the
circumstances of the emergency.
ADOPTED: July 22, 1982
AMENDED: November 2, 1983 November 28, 1990
January 25, 1984 February 3. 1993
February 6, 1985 October 7, 1993
November 6, 1985 November 17, 1994
February 5, 1986 July 18, 1996
August 6, 1986 February 3, 1999
February 4, 1987
November 29, 1989