Exhibit 3(ii)a
FPL GROUP, INC.
BYLAWS
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
of the Corporation shall be held at the time and place designated by the
board of directors of the Corporation.
Section 2. Special Meetings. Special meetings of the shareholders
may be called by the chairman of the board of directors or the president or
the secretary of the Corporation and shall be called upon the written
request of a majority of the entire board of directors or the holder or
holders of not less than a majority of all the outstanding shares of stock
of the Corporation entitled to vote on the matter or matters to be presented
at the meeting. Such request shall state the purpose or purposes of the
proposed meeting. No business shall be conducted at any special meeting
other than the business for which the special meeting is called as set forth
in the notice of the special meeting. Special meetings shall be held at the
time and place designated by the chief executive officer of the Corporation.
Section 3. Place and Presiding Officer. Meetings of the
shareholders may be held within or without the State of Florida.
Meetings of the shareholders may be presided over by the chairman of
the board, the president or any vice president. The secretary of the
Corporation, or any person chosen by the person presiding over the
shareholders' meeting, shall act as secretary for the meeting.
Section 4. Notice. Written notice stating the place, day and hour
of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than ten
nor more than sixty days before the meeting, personally, by United States
mail, or in such other manner as may be permitted by law, by or at the
direction of the chairman of the board, the president, the secretary, or the
officer or persons calling the meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
shareholder at his or her address as it appears on the stock transfer books
of the Corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is
adjourned to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting
is adjourned are announced at the meeting at which the adjournment is taken,
and at the adjourned meeting any business may be transacted that might have
been transacted on the original date of the meeting. If, however, after the
adjournment the board of directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in
Section 4 of this Article I to each shareholder of record on the new record
date entitled to vote at such meeting.
Section 6. Closing of Transfer Books and Fixing 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 entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the board of directors may provide that
the stock transfer books shall be closed for a stated period not to exceed,
in any case, sixty days (or such longer period as may from time to time be
permitted by law). 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 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 determination of
shareholders, such date in any case to be not more than sixty days (or such
longer period as may from time to time be permitted by law) and, in case of
a meeting of shareholders, not less than ten 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 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 6, such determination
shall apply to any adjournment thereof, unless the board of directors fixes
a new record date for the adjourned meeting.
Section 7. Shareholder Quorum and Voting. A majority of the total
number of shares outstanding and entitled to vote, present in person or
represented by proxy thereat, shall constitute a quorum at a meeting of
shareholders for the transaction of business, except as otherwise provided
by law or by the Corporation's Restated Articles of Incorporation (the
"Charter"). If a specified item of business is required to be voted on by a
class or series of shares, a majority of the total number of shares
outstanding and entitled to vote of such class or series, present in person
or represented by proxy thereat, shall constitute a quorum at a meeting of
shareholders for the transaction of such item of business by such class or
series. If, however, a quorum does not exist at a meeting, the holders of a
majority of the shares present at such meeting and entitled to vote may
adjourn the meeting from time to time, without notice other than by
announcement at the meeting, until the requisite number of shares entitled
to vote shall be present. At any such adjourned meeting at which a quorum
exists, any business may be transacted which might have been transacted at
the meeting as originally noticed. After a quorum has been established at a
meeting, the subsequent withdrawal of shareholders, so as to reduce the
number of shares entitled to vote at the meeting below the number required
for a quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof.
If a quorum exists, action on a matter (including the election of
directors) shall be approved by the shareholders of the Corporation if the
matter receives the affirmative vote of a majority of the total number of
shares represented at the meeting and entitled to vote on such matter,
unless the matter is one upon which, by express provision of law a greater
vote is required or from time to time permitted by action of the board of
directors, or by the Charter or these bylaws a greater or different vote is
required, in either which case such express provision shall govern and
control the requisite vote requirement.
Section 8. Inspectors of Election. Prior to each meeting of
shareholders, the board of directors shall appoint not less than two nor
more than seven inspectors of election who shall have such duties and
perform such functions in connection with the meeting as shall be determined
by the board of directors.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the board of directors.
Section 2. Number. The number of directors of the Corporation
shall not be less than three nor more than sixteen. The authorized number
of directors, within the limits above specified, shall be determined by the
affirmative vote of a majority of the entire board of directors given at a
regular or special meeting thereof. No decrease in the number of directors
constituting the board of directors shall shorten the term of any incumbent
director.
At each annual meeting the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director so elected
shall hold office for the term of which he or she is elected and until his
or her successor shall have been elected and qualified or until his or her
earlier resignation, retirement, removal from office or death. No person
who shall have attained the age of 72 years by the date of election shall be
eligible for election as a director of the Corporation, and no director who
shall have attained the age of 70 years by the date of election shall be
eligible for election as chairman of the board of directors; provided,
however, that these limitations shall not be applied in a manner which would
cause the involuntary retirement of an employee of the Corporation.
Section 3. Vacancies. Any vacancy occurring in the board of
directors, including any vacancy created by reason of an increase in the
number of directors, shall be filled only by a majority vote of the
directors then in office, and directors so chosen shall hold office for a
term expiring at the next annual meeting of shareholders.
Section 4. Removal. A director may be removed by the majority vote
of the entire board of directors. A director may also be removed by
shareholders, but only for cause and only by the affirmative vote of the
holders of at least 75% of the voting power of the then outstanding shares
of Voting Stock (as defined in the Charter), voting together as a single
class. Except as may otherwise be provided by law, cause for removal shall
be construed to exist only if the director whose removal is proposed has
been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal or has been adjudged by a
court of competent jurisdiction to be liable for negligence or misconduct in
the performance of his or her duty to the Corporation in a matter of
substantial importance to the Corporation, and such adjudication is no
longer subject to direct appeal.
Notwithstanding the foregoing, and except as otherwise provided by law,
in the event that holders of any class or series of Preferred Stock are
entitled, voting separately as a class, to elect one or more directors, the
provisions of this Section 4 shall apply, in respect to the removal of a
director so elected, to the vote of the holders of the outstanding shares of
that class or series and not to the vote of the outstanding shares of Voting
Stock voting together as a single class.
Section 5. Quorum and Voting. A majority of the number of directors
fixed by, or in the manner provided in, these bylaws shall constitute a
quorum for the transaction of business; provided, however, that whenever,
for any reason, a vacancy occurs in the board of directors, the quorum shall
consist of a majority of the remaining directors until the vacancy has been
filled. 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 6. Executive and Other Committees. The board of directors,
by resolution adopted by a majority of the entire board of directors, may
designate from among its members an executive committee and one or more
other committees. Each committee of the board of directors shall have such
powers and functions as may be delegated to it by resolution adopted by the
entire board of directors, except as prohibited by law.
The board of directors, by resolution adopted in accordance with this
Section 6, shall designate a chairman for each committee it establishes who
shall preside at all meetings of the committee and who shall have such
additional duties as shall from time to time be designated by the board of
directors.
The board of directors, by resolution adopted in accordance with this
Section 6, may designate one or more directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.
Section 7. Meetings. Regular meetings of the board of directors
shall be held without notice at the location of and immediately after the
adjournment of the annual meeting of shareholders in each year, and at such
other time and place, as may be determined by the board of directors.
Notice of the time and place of special meetings of the board of directors
shall be given to each director either by personal delivery, telegram,
cablegram, or by telephone at least two days prior to the meeting. Notice
may also be given through the postal service if mailed at least five days
prior to the meeting.
Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the
meeting, the time of the meeting, or the manner in which it has been called
or convened, except when a director states, at the beginning of the meeting,
any objection to the transaction of business because the meeting is not
lawfully called or convened.
Except as otherwise provided in the Charter, 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.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjournment and, unless the time and
place of the adjourned meeting are announced at the time of adjournment, to
the other directors.
Meetings of the board of directors may be called by the chairman of the
board, the president, or by any two directors.
Members of the board of directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Meetings of the board of directors shall be presided over by the
chairman of the board, or if such position is vacant or such person is
absent, by the president. If neither the chairman of the board nor the
president is present, the directors shall elect a chairman for the meeting
from one of their members present.
Section 8. Action Without a Meeting. Any action required to be
taken at a meeting of the directors or any action which may be taken at a
meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken,
signed by all of the directors or all the members of the committee, as the
case may be, is filed in the minutes of the proceedings of the board or of
the committee. Such consent shall have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Types. The officers of the Corporation shall consist of
a chairman of the board, a president, a secretary, a treasurer and such vice
presidents and other officers as may be appointed by the board of directors
or by a duly appointed officer authorized by these bylaws or by resolution
of the board of directors to appoint officers.
The chief executive officer of the Corporation shall be either the
chairman of the board or the president as determined by the board of
directors.
The chief executive officer of the Corporation shall have the authority
to appoint one or more assistant treasurers, assistant controllers and
assistant secretaries.
Section 2. Appointment and Term. The officers of the Corporation
shall be appointed by the board of directors or by a duly appointed officer
authorized to appoint officers. Each officer shall hold office until the
first board of directors meeting immediately following the annual
shareholders' meeting next occurring after his or her appointment to office
and until his or her successor shall have been appointed or until his or her
earlier resignation, retirement, removal from office or death.
Section 3. Duties. All officers of the Corporation shall have such
authority and shall perform such duties as generally pertain to their
respective offices and shall have such additional authority and perform such
additional duties as may from time to time be determined by resolution of
the board of directors.
Section 4. Removal of Officers. Any officer may be removed by the
board of directors at any time with or without cause. Any officer appointed
by the chief executive officer may be removed by the chief executive officer
at any time with or without cause.
Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; provided, however, the appointment
of any officer shall not of itself create contract rights.
ARTICLE IV. STOCK CERTIFICATES
Certificates representing shares in the Corporation shall be signed by
the president or a vice president and the secretary or an assistant
secretary. In addition, such certificates may be signed by a transfer agent
or a registrar (other than the Corporation itself) and may be sealed with
the seal of the Corporation or a facsimile thereof. Any or all of the
signatures on such certificates may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if he
or she were such officer, transfer agent or registrar at the date of its
issuance.
Each certificate representing shares shall state upon the face thereof:
the name of the Corporation; that the Corporation is organized under the
laws of Florida; the name of the person or persons to whom issued; the
number and class of shares and the designation of the series, if any, which
such certificate represents; and the par value of each share represented by
such certificate or a statement that the shares are without par value.
ARTICLE V. DIVIDENDS
The board of directors of the Corporation 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 by the
Charter.
ARTICLE VI. INDEMNIFICATION
Section 1. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or was or is called as a
witness or was or is otherwise involved in any Proceeding in connection with
his or her status as an Indemnified Person, shall be indemnified and held
harmless by the Corporation to the fullest extent permitted under the
Florida General Corporation Act (the "Act"), as the same now exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than the Act permitted the Corporation to provide
prior to such amendment). Such indemnification shall cover all expenses
incurred by an Indemnified Person (including, but not limited to, attorneys'
fees and other expenses of litigation) and all liabilities and losses
(including, but not limited to, judgments, fines, ERISA or other excise
taxes or penalties and amounts paid or to be paid in settlement) incurred by
such person in connection therewith.
Notwithstanding the foregoing, except with respect to indemnification
specified in Section 3 of this Article VI, the Corporation shall indemnify
an Indemnified Person in connection with a Proceeding (or part thereof)
initiated by such person only if authorization for such Proceeding (or part
thereof) was not denied by the board of directors of the Corporation prior
to 60 days after receipt of notice thereof from such person.
For purposes of this Article VI:
(i) a "Proceeding" is an action, suit or proceeding, whether
civil, criminal, administrative or investigative, and any appeal
therefrom;
(ii) an "Indemnified Person" is a person who is or was (A) a
director or officer of the Corporation, (B) a director, officer or
other employee of the Corporation serving as a trustee or fiduciary
of an employee benefit plan of the Corporation, (C) an agent or non-
officer employee of the Corporation as to whom the Corporation has
agreed to grant such indemnity, or (D) serving at the request of the
Corporation in any capacity with any entity or enterprise other than
the Corporation and as to whom the Corporation has agreed to grant
such indemnity.
Section 2. Expenses. Expenses, including attorneys' fees, incurred
by a person indemnified pursuant to Section 1 of this Article VI in
defending or otherwise being involved in a Proceeding shall be paid by the
Corporation in advance of the final disposition of such Proceeding,
including any appeal therefrom, (i) in the case of a director or officer of
the Corporation or director, officer or other employee of the Corporation
serving as a trustee or fiduciary of any employee benefit plan of the
Corporation, upon receipt of an undertaking ("Undertaking") by or on behalf
of such person to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Corporation; or (ii)
in the case of any other person, upon such terms and as the board of
directors, the chairman of the board or the president of the Corporation
deems appropriate.
Notwithstanding the foregoing, in connection with a Proceeding (or part
thereof) initiated by such person, except a Proceeding authorized by Section
3 of this Article VI, the Corporation shall pay said expenses in advance of
final disposition only if authorization for such Proceeding (or part
thereof) was not denied by the board of directors of the Corporation prior
to 60 days after receipt of a request for such advancement accompanied by an
Undertaking.
A person to whom expenses are advanced pursuant to this Section 2 shall
not be obligated to repay pursuant to an Undertaking until the final
determination of any pending Proceeding in a court of competent jurisdiction
concerning the right of such person to be indemnified or the obligation of
such person to repay pursuant to such Undertaking.
Section 3. Protection of Rights. If a claim under Section 1 of this
Article VI is not promptly paid in full by the Corporation after a written
claim has been received by the Corporation or if expenses pursuant to
Section 2 of this Article VI have not been promptly advanced after a written
request for such advancement accompanied by an Undertaking has been received
by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim or the
advancement of expenses. If successful, in whole or in part, in such suit,
such claimant shall also be entitled to be paid the reasonable expense
thereof. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any Proceeding
in advance of its final disposition where the required Undertaking has been
tendered to the Corporation) that indemnification of the claimant is
prohibited by law, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its board of
directors, independent legal counsel, or its shareholders) to have made a
determination, if required, prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances, nor an
actual determination by the Corporation (including its board of directors,
independent legal counsel, or its shareholders) that indemnification of the
claimant is prohibited, shall be a defense to the action or create a
presumption that indemnification of the claimant is prohibited.
Section 4. Miscellaneous.
(i) Power to Request Service and to Grant Indemnification. The
chairman of the board or the president or the board of directors may
request any director, officer, agent or employee of the Corporation
to serve as its representative in the position of a director or
officer (or in a substantially similar capacity) of an entity or
enterprise other than the Corporation, and may grant to such person
indemnification by the Corporation as described in Section 1 of this
Article VI.
(ii) Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute,
provision of the Charter, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise. The board of directors shall
have the authority, by resolution, to provide for such
indemnification of employees or agents of the Corporation or others
and for such other indemnification of directors, officers, employees
or agents as it shall deem appropriate.
(iii) Insurance Contracts and Funding. The Corporation may
maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of or person serving in any
other capacity with, the Corporation or another corporation,
partnership, joint venture, trust or other enterprise (including
serving as a trustee or fiduciary of any employee benefit plan)
against any expenses, liabilities or losses, whether or not the
Corporation would have the power to indemnify such person against
such expenses, liabilities or losses under the Act. The Corporation
may enter into contracts with any director, officer, agent or
employee of the Corporation in furtherance of the provisions of this
Article VI, and may create a trust fund, grant a security interest
or use other means (including, without limitation, a letter of
credit) to ensure the payment of such amounts as may be necessary to
effect the advancing of expenses and indemnification as provided in
this Article VI.
(iv) Contractual Nature. The provisions of this Article VI
shall continue as to a person who has ceased to be a director,
officer, agent or employee and shall inure to the benefit of the
heirs, executors and administrators of such person. This Article VI
shall be deemed to be a contract between the Corporation and each
person who, at any time that this Article VI is in effect, serves or
served in any capacity which entitles him or her to indemnification
hereunder and any repeal or other modification of this Article VI or
any repeal or modification of the Act, or any other applicable law
shall not limit any rights of indemnification for Proceedings then
existing or arising out of events, acts or omissions occurring prior
to such repeal or modification, including without limitation, the
right to indemnification for Proceedings commenced after such repeal
or modification to enforce this Article VI with regard to
Proceedings arising out of acts, omissions or events arising prior
to such repeal or modification.
(v) Savings Clause. If this Article VI or any portion hereof
shall be invalidated or held to be unenforceable on any ground by
any court of competent jurisdiction, the decision of which shall not
have been reversed on appeal, the Corporation shall nevertheless
indemnify each Indemnified Person as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any Proceeding, including an action by or
in the right of the Corporation, to the fullest extent permitted by
any applicable portion of this Article that shall not have been
invalidated and as permitted by applicable law.
ARTICLE VII. ACTION WITH RESPECT TO
SECURITIES OF OTHER CORPORATIONS
Unless otherwise directed by the board of directors, the chief
executive officer or his or her designee shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of shareholders of or with respect to any action of shareholders of
any other corporation in which the Corporation may hold securities and to
otherwise exercise any and all rights and powers which the Corporation may
possess by reason of its ownership of securities in such other corporation.
ARTICLE VIII. AMENDMENT
The power to adopt, alter, amend or repeal bylaws shall be vested in
the board of directors. Bylaws adopted by the board of directors may be
repealed or changed, and new bylaws may be adopted by shareholders only if
such repeal, change or adoption is approved by the affirmative vote of the
holders of at least 75% of the then outstanding Voting Stock (as defined in
the Charter), voting together as a single class.
ARTICLE IX. CONTINUING EFFECT OF BYLAW PROVISIONS
Any provisions contained in these bylaws which, at the time of its
adoption, was authorized or permitted by applicable law shall continue to
remain in full force and effect until such time as such provision is
specifically amended in accordance with these bylaws, notwithstanding any
subsequent modification of such law (except to the extent such bylaw
provision expressly provides for its modification by or as a result of any
such subsequently enacted law).