EXHIBIT 3(ii)
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, either personally or by
United States mail, 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).
11-15-93