AMENDED AND RESTATED
BYLAWS
OF
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
(Subsidiary of SCANA Corporation)
Adopted on February 22, 2001
ARTICLE I. SHAREHOLDERS
Section 1. Annual Meeting. An annual meeting of the shareholders shall
be held each fiscal year for the purpose of electing Directors and for the
transaction of such other business as may properly come before the meeting. The
exact time and place of the annual meeting shall be determined by the Board of
Directors.
Section 2. Special Meetings. Special meetings of the shareholders may
be called by the Chief Executive Officer, or by the Chairman of the Board of
Directors, or by a majority of the Board of Directors, or by shareholders
holding a majority of the common stock of the Corporation. Business transacted
at a special meeting shall be confined to the specific purpose or purposes of
the persons authorized to request such special meeting as set forth in this
Section and only such purpose or purposes shall be set forth in the notice of
such meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of South Carolina, as the place of
meeting for any annual meeting or for any special meeting.
ARTICLE II. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors
of the Corporation shall be not more than twenty as determined from time to time
by the Board of Directors or by shareholders holding a majority of the common
stock of the Corporation. Directors need not be residents of the State of South
Carolina.
Section 3. Regular Meetings. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of South
Carolina, for the holding of additional regular meetings.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be held at any time and place upon the call of the Chairman of the Board or
of the Chief Executive Officer or by action of the Executive Committee or Audit
Committee.
Section 5. Quorum. A majority of the number of Directors fixed as
provided in Section 2 of this Article II shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than a quorum is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
Section 6. Committees. The Board of Directors may create one or more
committees of the Board of Directors including an Audit Committee and an
Executive Committee, and appoint members of the Board of Directors to serve on
them. To the extent specified by the Board of Directors and subject to such
limitations as may be specified by law, the Corporation's Articles of
Incorporation or these Bylaws, such committees may exercise all of the authority
of the Board of Directors in the management of the Corporation.
Meetings of a committee may be held at any time on call of the Chief
Executive Officer or of any member of the committee. A majority of the members
shall constitute a quorum for all meetings.
Section 7. Compensation. The Board of Directors may authorize payment
to Directors of compensation for serving as Director, except that Directors who
are also salaried officers of the Corporation or of any affiliated company shall
not receive additional compensation for service as Directors. The Board of
Directors may also authorize the payment of, or reimbursement for, all expenses
of each Director related to such Director's attendance at meetings.
ARTICLE III. OFFICERS
Section 1. Titles. The officers of the Corporation shall be a Chairman
of the Board, a Chief Executive Officer, a Chief Operating Officer, a Chief
Financial Officer, a Treasurer, a General Counsel, a Secretary, a Corporate
Compliance Officer, an Internal Auditor and such other officers and assistant
officers as the Board of Directors or the Chief Executive Officer shall deem
necessary or desirable. Any two or more offices may be held by the same person,
and an officer may act in more than one capacity where action of two or more
officers is required.
Section 2. Appointment of Officers. The Board of Directors shall
appoint the Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, the General
Counsel, the Secretary, the Corporate Compliance Officer, the Internal Auditor
and such other officers and assistant officers as the Board of Directors shall
deem necessary or desirable at such time or times as the Board of Directors
shall determine. In the absence of any action by the Board of Directors, the
Chief Executive Officer may appoint all other officers.
Section 3. Removal. Any officer appointed by the Board of Directors or
the Chief Executive Officer may be removed by the Board of Directors or the
Executive Committee, but no other committee, with or without cause. The Chief
Executive Officer may remove any officer other than the Corporate Compliance
Officer and the Internal Auditor.
Section 4. Chairman of the Board. The Chairman of the Board shall be
chosen by and from among the Directors, shall preside at all meetings of the
Board of Directors if present, and shall, in general, perform all duties
incident to the office of Chairman of the Board and such other duties as, from
time to time, may be assigned to him by the Board of Directors.
Section 5. Chief Executive Officer. The Chief Executive Officer,
subject to the control of the Board of Directors, shall in general supervise and
control all of the business and affairs of the Corporation. He shall, in the
absence of the Chairman of the Board and the Chairman of the Executive
Committee, preside at meetings of the Board of Directors. He may vote on behalf
of the Corporation the stock of any other corporation owned by the Corporation
and sign, with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation and 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 Bylaws 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 office of Chief Executive
Officer and such other duties as may be prescribed by the Board of Directors
from time to time. The Chief Executive Officer may delegate his authority to
vote stock on behalf of the Corporation and such delegation of authority may be
either general or specific.
Section 6. Chief Operating Officer. The Chief Operating Officer shall
in general perform all of the duties incident to the office of Chief Operating
Officer and such other duties as from time to time may be assigned to him by the
Chief Executive Officer, the Chairman of the Board or the Board of Directors.
Section 7. Chief Financial Officer. The Chief Financial Officer shall
in general perform all of the duties incident to the office of Chief Financial
Officer and such other duties as from time to time may be assigned to him by the
Chief Executive Officer, the Chairman of the Board or the Board of Directors.
Section 8. Treasurer. The Treasurer shall 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 Chief Executive Officer, the Chairman of the
Board or the Board of Directors.
Section 9. General Counsel. The General Counsel shall in general
perform all of the duties incident to the office of the General Counsel and such
other duties as from time to time may be assigned to him by the Chief Executive
Officer, the Chairman of the Board or the Board of Directors.
Section 10. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) authenticate records of the Corporation when such
authentication is required; and (c) in general perform all duties incident to
the office of the Secretary and such other duties as from time to time may be
assigned to him by the Chief Executive Officer, the Chairman of the Board or the
Board of Directors.
Section 11. Corporate Compliance Officer. The Corporate Compliance
Officer shall report to the Chairman of the Audit Committee and shall in general
perform all of the duties incident to the office of Corporate Compliance Officer
and such other duties as from time to time may be assigned to him by the Board
of Directors or the Audit Committee, but no other committee.
Section 12. Internal Auditor. The Internal Auditor shall report to the
Chairman of the Audit Committee and shall in general perform all of the duties
incident to the office of Internal Auditor and such other duties as from time to
time may be assigned to him by the Board of Directors or the Audit Committee,
but no other committee.
Section 13. Compensation. The compensation of the officers appointed by
the Board of Directors shall be fixed from time to time by the Board of
Directors and the compensation of those appointed by the Chief Executive Officer
shall, in the absence of any action by the Board of Directors, be set by the
Chief Executive Officer. No officer shall be prevented from receiving
compensation by reason of the fact that he is also a Director of the
Corporation.
ARTICLE IV. AMENDMENTS
Except as otherwise provided by law, these Bylaws may be amended or
repealed and new Bylaws may be adopted by the Board of Directors or the
shareholders.