E-5
3.2
BY-LAWS
of
ALLEGHENY GENERATING COMPANY
(As amended to December 23, 1996)
ARTICLE 1.
Definitions, etc.
Section 1.1. Definitions. For all purposes of these
By-laws, unless the context otherwise requires:
(a) "Charter" means the Articles of Incorporation of
Allegheny Generating Company, as amended from time to time by
all amendments thereto (if any).
(b) "Board" means the Board of Directors of the
Corporation.
(c) "Treasury shares" means share of the Corporation
which have been issued, have been subsequently reacquired and
belong to the Corporation, and have not been effectively
cancelled by the issuance of a certificate of reduction by the
State Corporation Commission of Virginia.
(d) Whenever reference is made to stockholders present
at a meeting, the reference shall include every stockholder
present in person or by proxy appointed by instrument in
writing and subscribed by such stockholder or by such
stockholder's attorney-in-fact thereunto duly authorized; and,
whenever reference is made to action by any stockholder at or
in connection with any meeting, the reference shall include
action in person or by such proxy. No proxy shall be valid
after 11 months from its date, unless otherwise provided in the
proxy.
(e) All references to Articles and Sections are
to Articles and Sections of these By-laws; and the words
"herein," "hereof," "hereby" and "hereunder" and other
equivalent words, refer to these By-laws and not to any
particular Article, Section or subdivision.
Section 1.2. Action Without Meeting. Except as
otherwise expressly provided by law or in the Charter, (a) any
action which might be taken at a meeting of stockholders may be
taken without a meeting by a written consent setting forth such
action, signed by all the stockholders who would be entitled to
vote with respect to the subject matter thereof at the meeting
if it were held, and filed with the minutes of proceedings of
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the stockholders, and (b) any action which might be taken at a
meeting of the Board or of a committee may be taken without a
meeting by written consent setting forth such action, signed by
all the directors or all the members of such committee, as the
case may be, and filed with the minutes of the proceedings of
the Board or such committee, as the case may be.
ARTICLE 2.
Meetings of Stockholders.
Section 2.1. Annual Meeting. The annual meeting of
stockholders for the election of directors and for the
transaction of such other business as may properly come before
it shall be held on the last Tuesday in February in each year,
but if that be a legal holiday under the laws of the state
where such meeting is to be held, then on the next succeeding
day not a holiday, at such hour and at such place as may be
stated in the notice of said meeting.
Section 2.2. Special Meetings. A special meeting of
stockholders maybe called at any time by the Chairman of the
Board, if there be one, or by the President, and shall be
called by the Secretary when so ordered by a majority of the
directors or upon the written request, stating the purpose of
the meeting, of stockholders holding of record not less than
one-tenth of all the shares entitled to vote at such meeting.
Section 2.3. Notice of Stockholders' Meetings.
Written notice stating the place, day and hour of each meeting
of stockholders and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
given not less than 10 nor more than 50 days before the date of
the meeting (except as a different time is specified below),
either personally or by mail, by or at the direction of the
Chairman of the Board, if there by one, the President or any
Vice President or the Secretary or any Assistant Secretary, to
each stockholder of record entitled to vote at the meeting, at
his or her address as it appears on the Stock Book. If mailed,
such notice shall be deemed to be given when deposited in the
United States mail addressed to the stockholder at his or her
address as it appears in the stock transfer books, with postage
thereon prepaid.
Notice of a meeting of stockholders to act on an
amendment of the Charter or on a reduction of stated capital or
on a plan of merger, consolidation or exchange shall be given,
in the manner provided above, not less than 25 nor more than 50
days before the date of the meeting. Any such notice shall be
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accompanied by a copy of the proposed amendment or plan of
reduction or merger, consolidation or exchange.
Any meeting at which all stockholders having voting
power in respect of the business to be transacted thereat are
present, either in person or by proxy, or of which those not
present waive notice in writing, whether before or after the
meeting, shall be a legal meeting for the transaction of
business notwithstanding that notice has not been given as
hereinbefore provided.
Section 2.4. Quorum. Except as otherwise provided by
law or the Charter, at each meeting of stockholders the holders
of a majority of the shares of stock of the Corporation
entitled to vote thereat, represented in person or by proxy,
shall constitute a quorum. Whether or not there is a quorum at
any meeting, the stockholders present and entitled to cast a
majority of the votes thereat, or in the absence of all the
stockholders any officer entitled to preside or act as
secretary at such meeting, may adjourn the meeting from time to
time. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 2.5. Organization. At each meeting of
stockholders, the President, or, in the absence of the
President, a Vice President designated by the President, or, in
the absence of such designation, a chairman chosen by the
stockholders present and entitled to cast a majority of the
votes thereat, shall preside. The Secretary of the Corporation
or, in the absence of the Secretary, an Assistant Secretary,
or, if none is present, some other person designated by the
chairman of the meeting, shall act as secretary of the meeting.
Section 2.6. Voting. Except as otherwise provided by
law or the Charter, at any meeting of stockholders every
stockholder present shall be entitled to one vote for each
share of stock entitled to vote thereat standing in his or her
name on the books of the Corporation at the record date fixed
as provided in Section 8.3.
Neither treasury shares, nor shares held by another
corporation if a majority of the shares entitled to vote for
the election of directors of such other corporation is held by
the Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares entitled to
vote at any given time. If the Corporation holds shares of its
own stock in a fiduciary capacity, they may be counted to
establish a quorum, but, if the Corporation is sole fiduciary,
they may not be voted and, if the Corporation is a fiduciary
jointly with another, the other may vote the shares.
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If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled
to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required
by law or the Charter and except that in elections of directors
those receiving the greatest number of votes shall be deemed
elected even though not receiving a majority.
ARTICLE 3.
Board of Directors.
Section 3.1. General Powers. The property, affairs
and business of the Corporation, except as otherwise expressly
provided by law or by the Charter, shall be managed by the
Board.
Section 3.2. Number, Election and Term of Office. A
Board of Directors shall be elected at the annual meeting of
stockholders, and, subject to Section 3.9 and 3.10, each
director shall hold office until the next annual meeting of
stockholders and until his or her successor shall have been
elected and qualified, or until his or her death, resignation,
disqualification or removal. Directors need not be residents
of Virginia and need not be stockholders. The number of
directors shall be not more than eight, but the number of
directors may from time to time be increased to any number not
exceeding eight, or may be decreased to any number not less
than three, by the affirmative vote of a majority of the entire
Board of Directors. The tenure of office of an incumbent
director shall not be affected by any decrease in the number of
directors.
Section 3.3. Chairman of the Board. The Board may
choose from its membership a Chairman of the Board. The
Chairman of the Board, if there be one, shall preside at all
meetings of the Board and shall have such other powers and
duties as from time to time are given him or her by the Board.
Section 3.4. Meetings. The Board by resolution may
provide for regular meetings and may fix the time and place of
such meetings.
Special meetings shall be held whenever called by the
Chairman of the Board or by the President or by a majority of
the directors.
Section 3.5. Place of Meetings. The Board may hold
its meetings at such place or places, within or without the
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Commonwealth of Virginia, as the Board from time to time may
determine or as may be designated in waivers of notice thereof
signed by all the directors.
Section 3.6. Notice of Meeting. Notice need not be
given of any regular meeting of the Board if the time and place
of such meeting are specified in a resolution of the Board
prior to the meeting and if notice of the adoption of such
resolution is given, in the manner herein provided for giving
notice of meetings, to each director who was absent from the
meeting at which the resolution was adopted. Except as
otherwise required by law, notice of the time and place of each
other meeting of the Board shall be mailed to each
director at his or her residence or usual place of business or
at such other address as such director may have designated in
writing to the Secretary, at least two days before the day of
the meeting, or shall be sent to such director at such address
by telegram, telex or cablegram, or given personally or by
telephone, at least 24 hours before the time for the meeting,
unless, in case of exigency, the Chairman of the Board or the
President shall prescribe a shorter notice to be given
personally or by telephoning or telegraphing each director at
his or her residence or business address. Notice of a meeting
of the Board need not state the purpose thereof, except as
otherwise expressly provided by law.
Section 3.7. Quorum and Manner of Acting. Except as
otherwise provided in Section 3.11, at each meeting of the
Board a majority of the total number of directors, but not less
than two directors, shall constitute a quorum for the
transaction of business, and, except as otherwise provided by
law or in the Charter or in Sections 3.11, 4.1, 4.5, 4.6 or
5.3, the act of a majority of the directors present at any such
meeting at which a quorum is present shall be the act of the
Board.
Unless otherwise restricted by the Charter, members of
the Board or any committee designated by the Board may
participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications
equipment whereby all persons participating in the meeting can
hear each other, and participation by such means shall
constitute presence in person at such meeting. When such a
meeting is conducted by means of a conference telephone or
similar communications equipment, a written record shall be
made of the action taken at such meeting.
Whether or not there is a quorum at a meeting, a
majority of the directors who are present may adjourn the
meeting from time to time to a day certain. No notice of an
adjourned meeting need be given. The directors shall act only
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as a Board, and the individual directors shall have no power as
such.
Section 3.8. Organization. At each meeting of the
Board, the Chairman of the Board, if there be one, or, in the
absence of the Chairman of the Board, the President or, in the
absence of the President, a chairman (who shall be a Vice
President, if any is present) chosen by a majority of the
directors present, shall preside. The Secretary of the
Corporation or, in the absence of the Secretary, an Assistant
Secretary or, if none is present, some other person designated
by the chairman of the meeting, shall act as secretary of the
meeting.
Section 3.9. Resignations. Any director may resign at
any time by giving written notice to the Chairman of the Board
or to the Secretary of the Corporation or to the Board. A
resignation shall take effect at the time specified therein
and, unless otherwise specified therein, acceptance of such
resignations shall not be necessary to make it effective.
Section 3.10. Removal of Directors. Except as
otherwise provided by law or the Charter, any director may be
removed, either with or without cause, at any time, by a vote
of the holders of a majority of the shares of stock of the
Corporation entitled to vote for the election of directors, at
a meeting of the stockholders called expressly for that
purpose.
Section 3.11. Vacancies. Except as otherwise provided
by law or by the Charter, (a) any vacancy occurring in the
Board for any cause other than by reason of an increase in the
number of directors by more than two, may be filled by a
majority of the remaining members of the Board, although such
majority is less than a quorum, (b) any vacancy occurring in
the Board for any cause whatsoever may be filled by the
stockholders entitled to vote upon an election of directors, at
the next annual meeting held, or at the meeting of stockholders
at which such vacancy was created, or at a meeting of
stockholders called for the purpose of filling such vacancy.
The directors so appointed or elected shall, subject to
Sections 3.9 and 3.10, hold office until the next annual
election of directors and until their successors have been duly
elected and qualified.
Section 3.12. Remuneration. Directors shall be
entitled to receive such remuneration as may be fixed from time
to time by resolutions of the Board, in the form of payment of
a fixed sum per month or of fees for attendance at meetings of
the Board and committees thereof, or both. Directors shall
also be entitled to be reimbursed for expenses incurred in
attending any meeting or otherwise in connection with their
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attention to the affairs of the Corporation. Nothing herein
shall preclude any director from serving in any other capacity
or receiving compensation for such service.
ARTICLE 4.
Executive and Other Committees.
Section 4.1 General Powers and Membership. The Board,
by resolution adopted by a majority of the whole Board, may
elect from its members, an Executive Committee and one or more
other committees, each consisting of two or more members of the
Board. Unless otherwise expressly provided by law or by the
Charter or by resolution of the Board, the Executive Committee
shall have and may exercise all the powers of the Board (except
to approve an amendment of the Charter, a plan of merger or
consolidation, a plan of exchange under which the Corporation
would be acquired, the sale, lease or exchange, or the mortgage
or pledge for a consideration other than money, of all, or
substantially all, the property and assets of the Corporation
otherwise than in the usual and regular course of its business,
the voluntary dissolution of the Corporation, or revocation of
voluntary dissolution proceedings) when the Board is not in
session, and each other committee shall have and may exercise
such powers as the Board shall confer. In the absence of any
member of any such committee, the members thereof present at
any meeting, whether or not they constitute a quorum,, may
appoint a member of the Board to act in the place of such
absent member. Insofar as the rights of third parties shall
not be affected thereby, all action by any committee shall be
subject to revision and alteration by the Board.
Section 4.2. Organization. Unless otherwise provided
by resolution of the Board, a chairman chosen by each committee
shall preside, and the Secretary of the Corporation shall act
as secretary, at all meetings of each committee thereof. In
the absence of the Secretary, the chairman of the meeting shall
designate an Assistant Secretary, or, if none is present, some
other person, to act as secretary of the meeting.
Section 4.3. Meetings. Each committee may determine
the time and place, and the method of calling, its meetings and
the conduct of its proceedings.
Section 4.4. Quorum and Manner of Acting. Except as
otherwise provided in Section 4.1, at each meeting of a
committee a majority of the total number of members thereof
shall constitute a quorum for the transaction of business, and
the act of a majority of the members present at any such
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meeting at which a quorum is present shall be the act of such
committee. The committees shall keep minutes of their
proceedings and shall report the same to the Board at the
meeting of the Board next ensuing. The members of each
committee shall act only as a committee, and the individual
members shall have no power as such.
Section 4.5. Removal. Any member of any committee may
be removed, either with or without cause, at any time, by
resolution adopted by a majority of the whole Board.
Section 4.6. Vacancies. Any vacancy in any committee
shall be filled in the manner prescribed for the regular
election of the members of that committee.
ARTICLE 5.
Officers.
Section 5.1. Election, Term of Office and
Qualifications. The Board shall elect annually from its
membership a President. It shall also elect annually a
Secretary and a Treasurer, and may elect one or more Vice
Presidents (including an Executive Vice President) and any
other officers whose appointment shall not be delegated as
provided in Section 5.2. Each officer shall, subject to
Sections 5.3 and 5.4, hold office until the next annual
election and until his or her successor is chosen and
qualified. One person may hold any two or more offices, except
those of President and Secretary. No instrument shall be
executed, acknowledged or verified by the same individual in
more than one such capacity if such instrument is required by
law, the Charter or these By-laws to be executed, acknowledged
or verified by two or more officers. The executive officers of
the Corporation shall be the President, the Vice Presidents,
the Secretary and the Treasurer.
Section 5.2. Other Officers. The Board may authorize
any executive officer or committee to appoint such other
officers or agents as the Board or the appointing officer or
committee may deem advisable, including one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom
shall hold office for such period, have such powers and perform
such duties as are provided herein or as the Board or the
appointing executive officer or committee may from time to time
determine. Any such officer, if required by the Board or by
the appointing executive officer or committee, shall give bond
for the faithful discharge of his or her duty in such sum and
with such surety as the Board or the appointing executive
officer or committee shall require.
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Section 5.3. Removal. Any officer or agent may be
removed, either with or without cause, at any time, by
resolution adopted by a majority of the whole Board or by the
executive officer or committee by whom such officer shall have
been appointed, or by any executive officer or committee upon
whom the power of removal has been conferred by resolution
adopted by a majority of the whole Board.
Section 5.4. Resignations. Any officer may resign at
any time by giving written notice to the President or to the
Secretary or to the Board. A resignation shall take effect at
the time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 5.5. Vacancies. A vacancy in any office may
be filled in the manner prescribed for regular election or
appointment to that office.
Section 5.6. President. The President shall be the
chief executive officer of the Corporation and shall have
general supervision of the business of the Corporation and over
its officers, subject, however, to the control of the Board.
The President may execute, in the name of the Corporation,
deeds, mortgages, bonds, contracts and other instruments
authorized by the Board; and, in general, shall have all powers
and duties incident to the office and such others as from time
to time may given him or her by the Board or by any committee
thereunto authorized.
The President shall, unless otherwise directed by the
Board or by any committee thereunto authorized, attend in
person or by substitute or proxy appointed by him or her, and
act and vote in behalf of the Corporation, at all meetings of
the stockholders of any corporation in which the Corporation
holds stock.
Section 5.7. Vice Presidents. At the request, or in
the absence or disability, of the President, any Vice President
may perform all the duties of the President, and, when so
acting, shall have all the powers of the President. Any Vice
President may sign and execute, in the name of the Corporation,
deeds, mortgages, bonds, contracts or other instruments
authorized by the Board; may, unless otherwise directed by the
Board or any committee thereunto authorized, attend in person
or by substitute or proxy appointed by such Vice President, and
act and vote in behalf of the Corporation, at all meetings of
the stockholders of any corporation in which the Corporation
holds stock; and shall have such other powers and duties as
from time to time may be assigned to such Vice President by the
President or by the Board or by any committee thereunto
authorized.
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Section 5.8. Secretary. The Secretary shall record or
cause to be recorded in books provided for the purpose all the
proceedings of the meetings of the Corporation, including those
of the stockholders, the Board and all committees for which a
secretary shall not have been appointed; shall see that all
notices are duly given in accordance with these By-laws or as
required by law; shall be custodian of the records (other than
financial) and of the seal of the Corporation; and, in general,
shall have all powers and duties incident to the office of
Secretary and such others as from time to time may be assigned
to him or her by the President or by the Board or by any
committee thereunto authorized.
Section 5.9. Assistant Secretaries. At the request,
or in the absence or disability, of the Secretary, any
Assistant Secretary may perform all the duties of the Secretary
and, when so acting, shall have all the powers of the
Secretary. Each Assistant Secretary shall perform such other
duties as from time to time may be assigned to him or her by
the President or the Secretary or by the Board or by any
committee thereunto authorized.
Section 5.10. Treasurer. The Treasurer, if required
by the Board, shall give a bond for the faithful discharge of
his or her duty, in such sum and with such surety as the Board
shall require. The Treasurer shall prepare or cause to be
prepared annually a full and correct statement of the affairs
of the Corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which
shall be submitted at the annual meeting of the stockholders.
The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation
and shall deposit or cause to be deposited all such funds and
securities in the name of the Corporation in such depositories
as shall be selected by the Board, or any committee, officer,
or agent authorized by the Board to make such selection; may
receive, and give receipt for, moneys paid to the Corporation
and, subject to the direction of the Board, or of any committee
thereunto authorized, or of the President, pay out and
supervise the disbursement of moneys of the Corporation; and in
general, shall have all powers and duties incident to the
office of Treasurer and such others as from time to time may be
assigned to him or her by the President or by the Board or by
any committee thereunto authorized.
Section 5.11. Assistant Treasurers. Each Assistant
Treasurer, if required by the Board, shall give bond for the
faithful discharge of his or her duty, in such sum and with
such surety as the Board shall require. At the request, or in
the absence or disability, of the Treasurer, any Assistant
Treasurer may perform all the duties of the Treasurer, and,
when so acting, shall have all the powers of the Treasurer.
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Each Assistant Treasurer shall perform such other duties as
from time to time may be assigned to such Assistant Treasurer
by the President or the Treasurer or by the Board or by any
committee thereunto authorized.
Section 5.12. Salaries. The compensation of each
officer shall be fixed from time to time by the Board or the
Executive Committee. No officer shall be precluded from
receiving such compensation by reason of the fact that such
officer is also a director of the Corporation.
ARTICLE 6.
Indemnification of Directors, Officers
and Employees.
Section 6.1. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative,
arbitrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that such
person is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith
and in the manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
Section 6.2. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was a
director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director,
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officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection with defense or settlement of such action
or suit if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty
to the Corporation unless and only to the extent that the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Section 6.3. To the extent that a director, officer or
employee of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to in Sections 6.1 and 6.2 or in defense of any claim,
issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
Section 6.4. Any indemnification under Sections 6.1
and 6.2 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer or
employee is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections
6.1 and 6.2. Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(3) by the stockholders.
Section 6.5. Expenses (including attorneys' fees)
incurred in defending an action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative,
may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in
the manner provided in Section 6.4 upon receipt of an
undertaking by or on behalf of the director, officer or
employee to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by the
Corporation as authorized in this section.
Section 6.6. The indemnification provided by this
Article shall not be deemed exclusive of or in any way to limit
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any other rights to which any person indemnified may be or may
become entitled as a matter of law, by the charter,
regulations, agreements, insurance, vote of stockholders or
otherwise, with respect to action in such person's official
capacity and with respect to action in another capacity while
holding such office and shall continue as to a person who has
ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors, administrators, and other
legal representatives of such person.
Section 6.7. Sections 6.1 through 6.6 of this Article
shall also apply to such other agents of the Corporation as are
designated for such purposes at any time by the Board of
Directors.
Section 6.8. If any part of this Article shall be
found, in any action, suit or proceeding, to be invalid or
ineffective, the validity and the effect of the remaining parts
shall not be affected.
Section 6.9. The provisions of this Article shall be
applicable to claims, actions, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts
or omissions to act occurring before or after the adoption
hereof.
Section 6.10. For the purpose of this Article,
references to the "Corporation" include all constituent
corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who
is or was a director, officer or employee of such a constituent
corporation or is or was serving at the request of such
constituent corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the
provisions of this Article with respect to the resulting or
surviving corporation as such person would if such person had
served the resulting or surviving corporation in the same
capacity.
ARTICLE 7.
Contracts, Checks, Drafts, Bank Accounts, etc.
Section 7.1 Contracts, etc., How Executed. The Board
or any committee thereunto authorized may authorize any officer
or officers or agent or agents of the Corporation to enter into
any contract or execute and deliver any contract or other
instrument in the name and on behalf of the Corporation, and
such authority may be general or confined to specific
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instances. Unless authorized so to do by the Board or any
committee thereunto authorized, no officer, agent or employee
shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.
Section 7.2. Loans. No loan shall be contracted on
behalf of the Corporation, and no negotiable paper shall be
issued in its name, unless authorized by the Board or any
committee thereunto authorized. Such authority may be general
or confined to specific instances. When so authorized, the
officer or officers thereunto authorized may effect loans and
advances at any time for the Corporation from any bank, trust
company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute
and deliver promissory notes or other evidences of indebtedness
of the Corporation and, when authorized as aforesaid, as
security for the payment of any and all loans, advances,
indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property
at any time held by the Corporation and to that end execute
instruments of mortgage or pledge or otherwise transfer such
property.
Section 7.3. Checks, Drafts, etc. All checks, drafts,
bills of exchange or other orders for the payment of money,
obligations, notes, acceptances, or other evidences of
indebtedness, bills of lading, warehouse receipt and insurance
certificates issued in the name of the Corporation, shall be
signed or endorsed 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 or any
committee thereunto authorized.
Section 7.4. Deposits. Unless otherwise provided by
resolution of the Board or any committee thereunto authorized,
endorsements for deposit to the credit of the Corporation in
any of its duly authorized depositories may be made, without
countersignature, by the President or any Vice President or the
Treasurer, or by any other officer or agent of the Corporation
to whom such power shall have been delegated by the Board or
such committee, or may be made by stamped impression in the
name of the Corporation.
Section 7.5. Proxies. Unless otherwise provided by
resolution of the Board or any committee thereunto authorized,
the President or any Vice President may from time to time
appoint an attorney or attorneys or agent or agents, of the
Corporation, in the name and on behalf of the Corporation, to
cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other
corporation, any of whose stock or other securities may be held
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by the Corporation, at meetings of the holders of the stock or
other securities of such other corporation, or to consent in
writing, in the name of the Corporation as such holder, to any
action by such other corporation, and may instruct the person
or persons so appointed as to the manner of casting such votes
or giving such consent, and may execute or cause to be executed
in the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other
instruments as he or she may deem necessary or proper in the
premises.
ARTICLE 8.
Books and Records.
Section 8.1. Place, etc. The Board may keep the books
and records of the Corporation at such places within or without
the Commonwealth of Virginia, as it may from time to time
determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by a
transfer agent or by any other officer or agent designated by
the Board or any committee thereunto authorized. The original
or a duplicate stock ledger containing the names and addresses
of the stockholders and the number of shares held by them,
respectively, shall be kept at the principal office or place of
business of the Corporation. The original or a certified copy
of these By-laws, as amended from time to time, shall be kept
at the principal office of the Corporation. Any books, records
and minutes may be in written form or in any other form capable
of being converted into written form within a reasonable time.
The Corporation shall convert into written form without charge
any such records not in such form upon the written request of
any person entitled to inspect them.
Section 8.2. Addresses of Stockholders. Each
stockholder shall designate to the Secretary or transfer agent
of the Corporation an address at which notices of meetings and
all other corporate notices may be served upon or mailed to
such stockholder, and if any stockholder shall fail to
designate such address, corporate notices may be served upon
such stockholder by mail directed to such stockholder at such
stockholder's last known post office address.
Section 8.3. Record Date and Closing of Stock Transfer
Books. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of
any dividend, or in order to make a determination of
stockholders for any other proper purpose, the Board may
provide that the stock transfer books shall be closed for a
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stated period, which shall not, in any case, exceed 50 days.
In lieu of closing the stock transfer books, the Board may fix
in advance a date as the record date for any such determination
of stockholders, provided that such date shall not in any case
be more than 50 days prior to the date on which the particular
action, requiring such determination of stockholders, is to be
taken. If the stock transfer books shall not be closed and no
record date shall be fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of
stockholders, or for the determination of stockholders 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 declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided
in this Section, such determination shall apply to any
adjournment thereof.
Section 8.4. Examination of Books by Stockholders.
The Board shall have power to determine, from time to time,
whether and to what extent and what times and places and under
what conditions and regulations the accounts, corporate
records, books and documents of the Corporation, or any of
them, shall be open to the inspection of the stockholders; and,
except as otherwise provided by law, no stockholder shall have
any right to inspect any account, corporate record, book or
document of the Corporation, unless and until authorized so to
do by resolution of the Board or of the stockholders of the
Corporation.
ARTICLE 9.
Shares and Their Transfer
Section 9.1. Certificates. The shares of the
Corporation shall be represented by certificates signed by the
President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
or any other officer authorized by a resolution of the Board
and may (but need not) be sealed with the seal of the
Corporation, which may be facsimile, engraved or printed. When
any such certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or
an employee of the Corporation, the signatures of the
officers upon such certificate may be facsimiles. In case any
officer who shall have signed, or whose facsimile signature
shall have been placed upon, any such certificate shall cease
to be such officer of the Corporation before such certificate
is issued, such certificate may nevertheless be issued by the
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Corporation with the same effect as if the person who signed
such certificate or whose facsimile signature shall have been
placed thereon were such officer at the date of its issue.
Section 9.2. Record, etc. A record shall be kept in
the stock transfer books of the name of the person, firm or
corporation owning the stock represented by each certificate
for stock of the Corporation issued, the number and class of
shares represented by each such certificate, and the date
thereof, and, in the case of cancellation, the date of
cancellation. Every certificate surrendered to the Corporation
for exchange or transfer shall be cancelled, and no new
certificate or certificates shall be issued in exchange for any
existing certificate until such existing certificate shall
have been so cancelled except in cases provided for in Section
9.5. The person in whose name shares of stock stand in the
stock transfer books shall be deemed the owner thereof for all
purposes as regards the Corporation.
Section 9.3. Transfer of Shares. Transfers of shares
of the stock of the Corporation shall be made on the books of
the Corporation by the holder of record, or by such holder's
attorney thereunto duly authorized, upon surrender of the
certificates for such shares, but no share shall be transferred
until all previous calls thereon shall have been fully paid.
Section 9.4. Transfer Agents and Registrars. The
Board may appoint one or more transfer agents and registrars
for stock of the Corporation of any class and may require stock
certificates to be countersigned or registered by one or more
of such transfer agents or registrars.
Section 9.5. Lost and Destroyed Certificates. The
holder of record of any certificate of stock who shall claim
that such certificate is lost or destroyed may make an
affidavit or affirmation of that fact in such manner as the
Board may require and give a bond, if required by the Board, in
such form and sum and with such surety as the Board shall
require, to indemnify the Corporation against any claim that
may be made against it on account of such certificate,
whereupon one or more new certificates may be issued of the
same tenor and for the same aggregate number of shares as the
certificate alleged to be lost or destroyed. The Board may
delegate authority to administer the provisions of this
Section.
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ARTICLE 10.
Notice.
Section 10.1. Waiver of Notice. No notice of the
time, place or purpose of any meeting of stockholders or
directors, or of any committee, or any publication thereof,
whether prescribed by law, by the Charter or by these By-laws,
need be given to any person who attends the meeting, or who, in
writing, executed either before or after the meeting and filed
with the records of the meeting, waives such notice, and such
attendance or waiver shall be deemed equivalent to notice.
ARTICLE 11.
Miscellaneous.
Section 11.1. Fiscal Year. The fiscal year of the
Corporation shall be determined by the Board. In the absence
of any such determination the fiscal year of the Corporation
shall be the calendar year.
Section 11.2. Seal. The seal of the Corporation shall
be a device containing the name of the Corporation, the year of
its organization and the word "Seal". The corporate seal maybe
used by printing, engraving, lithographing, stamping or
otherwise making, placing or affixing, or causing to be
printed, engraved, lithographed, stamped or otherwise made,
placed or affixed, upon any paper or document, by any process
whatsoever, an impression, facsimile or other reproduction of
the seal of the Corporation.
ARTICLE 12.
Amendments.
Section 12.1. These By-laws may be altered, amended or
repealed, and new by-laws adopted, by the Board, but by-laws
made by the Board may be repealed or changed, and new by-laws
made, by the stockholders, and the stockholders may prescribe
that any by-laws made by them shall not be altered, amended or
repealed by the Board.
Dated: November 2, 1995