EXHIBIT 3(b)
AMENDED AND RESTATED BYLAWS
OF
HOUSTON INDUSTRIES INCORPORATED
(Adopted by Resolution of the
Board of Directors on
February 1, 1995)
ARTICLE I
CAPITAL STOCK
SECTION 1. CERTIFICATES REPRESENTING SHARES. The Company shall
deliver certificates representing shares to which shareholders are entitled.
Such certificates shall be signed by the President or a Vice President and
either the Secretary or an Assistant Secretary and shall be sealed with the seal
of the Company or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Company with the same effect as if he were such officer at the date of its
issuance.
SECTION 2. SHAREHOLDERS OF RECORD. The Board of Directors of
the Company may appoint one or more transfer agents or registrars of any class
of stock of the Company. The Company shall be entitled to treat the holder of
record of any shares of the Company as the owner thereof for all purposes, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such shares or any rights deriving from such shares, on the part of any other
person, including (but without limitation) a purchaser, assignee or transferee,
unless and until such other person becomes the holder of record of such shares,
whether or not the Company shall have either actual or constructive notice of
the interest of such other person.
SECTION 3. TRANSFER OF SHARES. The shares of the Company shall
be transferable on the stock certificate books of the Company by the holder of
record thereof, or his duly authorized attorney or legal representative, upon
surrender for cancellation of the certificate for such shares. All certificates
surrendered for transfer shall be cancelled and
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no new certificate shall be issued until a former certificate or certificates
for a like number of shares shall have been surrendered and cancelled except
that in the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such conditions for the protection of
the Company and any transfer agent or registrar as the Board of Directors or the
Secretary may prescribe.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of shareholders
shall be held at the registered office of the Company, in the City of Houston,
Texas, or at such other place within or without the State of Texas as may be
designated by the Board of Directors or officer calling the meeting.
SECTION 2. ANNUAL MEETING. The annual meeting of the
shareholders shall be held on such date not later than June 30 of each year and
at such time as shall be designated from time to time by the Board of Directors.
Failure to hold the annual meeting at the designated time shall not work a
dissolution of the Company.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the President, the Secretary, the Board of
Directors, the holders of not less than one-tenth of all of the shares
outstanding and entitled to vote at such meeting or such other persons as may be
authorized in the Articles of Incorporation.
SECTION 4. NOTICE OF MEETING. Written or printed notice of all
meetings stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered to each shareholder of record entitled to vote at such meetings not
less than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary or
the officer or person calling the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer books of the
Company, with postage thereon prepaid.
SECTION 5. 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, the Board of Directors
may either provide that
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the stock transfer books shall be closed for a stated period of not less than
ten nor more than fifty days before the meeting, or it may fix in advance a
record date for any such determination of shareholders, such date to be not less
than ten days nor more than fifty days prior to the meeting. 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,
then the date on which the notice of the meeting is mailed 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
herein provided, such determination shall apply to any adjournment thereof
except where the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.
SECTION 6. VOTING LIST. The officer or agent having charge of
the stock transfer books for shares of the Company shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Company and shall be subject to inspection
by any shareholder at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or to vote at any meeting
of shareholders. Failure to comply with any requirements of this Section 6 shall
not affect the validity of any action taken at such meeting.
SECTION 7. VOTING AT MEETINGS. Except as otherwise provided in
the Articles of Incorporation of the Company, each holder of shares of capital
stock of the Company entitled to vote shall be entitled to one vote for each
share of such stock, either in person or by proxy executed in writing by him or
by his duly authorized attorney-in-fact. No proxy shall be valid after eleven
months from the date of its execution unless otherwise provided in the proxy. A
proxy shall be revocable unless expressly provided therein to be irrevocable and
unless otherwise made irrevocable by law. At each election for directors, every
holder of shares of the Company entitled to vote shall have the right to vote,
in person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected, and for whose election he has a right to
vote, but in no event shall he be permitted to cumulate his votes for one or
more directors.
SECTION 8. QUORUM OF SHAREHOLDERS. Except as otherwise
provided in the Articles of Incorporation of the Company, the holders of a
majority of shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of
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shareholders, but, if a quorum is not represented, a majority in interest of
those represented may adjourn the meeting from time to time. Except as otherwise
provided by law, the Articles of Incorporation or these Bylaws, the affirmative
vote of the holders of a majority of the shares entitled to vote and thus
represented at a meeting at which a quorum is present shall be the act of the
shareholders' meeting.
SECTION 9. OFFICERS. The President shall preside at, and the
Secretary shall keep the records of, each meeting of shareholders. In the
absence of either such officer, his duties shall be performed by another officer
of the Company appointed at the meeting.
All determinations of the presiding person at each meeting of
shareholders shall be conclusive unless a matter is determined otherwise upon
motion duly adopted by the affirmative vote of the holders of at least 80% of
the voting power of the shares of capital stock of the Company entitled to vote
in the election of directors held by shareholders present in person or
represented by proxy at such meeting.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND CLASSIFICATION OF BOARD OF DIRECTORS.
The business and affairs of the Company shall be managed by the Board of
Directors. The number of directors that shall constitute the whole Board of
Directors of the Company shall be not less than nine nor more than eighteen as
specified from time to time by the affirmative vote of at least 80% of all
directors then in office at any regular or special meeting of the Board of
Directors called for that purpose. The directors shall be divided into three
classes, Class I, Class II and Class III. Such classes shall be as nearly equal
in number of directors as possible. Each person serving as a director as of July
2, 1986 and each person elected as a director subsequent to such date but prior
to the annual meeting of shareholders to be held in 1987 shall serve for a term
expiring at such annual meeting without regard to class. Thereafter, each
director, other than those who may be elected by the holders of Preference Stock
pursuant to Section 6 of Division A of Article VI of the Articles of
Incorporation of the Company (or elected by such directors to fill a vacancy)
and except as provided in the penultimate paragraph of this Section 1, shall
serve for a term ending on the third annual meeting following the annual meeting
at which such director was elected; provided, however, that the directors
elected as Class I Directors at the annual meeting of shareholders to be held in
1987 shall serve for a term expiring at the annual meeting of shareholders to be
held in 1988, the directors elected as Class II Directors at the annual meeting
of shareholders to be held in 1987 shall serve
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for a term expiring at the annual meeting of shareholders to be held in 1989 and
the directors elected as Class III Directors at the annual meeting of
shareholders to be held in 1987 shall serve for a term expiring at the annual
meeting of shareholders to be held in 1990. Each director elected by the holders
of Preference Stock pursuant to Section 6 of Division A of Article VI of the
Articles of Incorporation of the Company (or elected by such directors to fill a
vacancy) shall serve for a term ending upon the earlier of the election of his
successor or the termination at any time of a right of the holders of Preference
Stock to elect members of the Board of Directors.
At each annual election, the directors chosen to succeed those
whose terms then expire shall be of the same class as the directors they
succeed, unless, by reason of any intervening changes in the authorized number
of directors, the Board of Directors shall designate one or more directorships
whose term then expires as directorships of another class in order more nearly
to achieve equality of number of directors among the classes.
Notwithstanding the rule that the three classes shall be as
nearly equal in number of directors as possible, in the event of any change in
the authorized number of directors, each director then continuing to serve as
such shall nevertheless continue as a director of the class of which he is a
member until the expiration of his current term, or his prior death,
resignation, disqualification or removal. If any newly created directorship may,
consistent with the rule that the three classes shall be as nearly equal in
number of directors as possible, be allocated to any of the three classes, the
Board of Directors shall allocate it to that available class whose term of
office is due to expire at the earliest date following such allocation. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
No person shall be eligible to serve as a director of the
Company subsequent to the annual meeting of the shareholders on or immediately
following such person's seventieth birthday, except that a Board member who has
special technical expertise in the nuclear power field shall be eligible to
serve for no more than one additional year should any Company or subsidiary
nuclear facility have been under special or enhanced scrutiny by the Nuclear
Regulatory Commission within one year preceding such person's seventieth
birthday and such person is otherwise specifically authorized to be eligible to
serve by the affirmative vote of at least 80% of all directors then in office.
No person shall be eligible to stand for reelection at the annual meeting of
shareholders on or immediately following the tenth anniversary of such person's
initial election or appointment to the Board of Directors. Any vacancy on the
Board of Directors resulting from any director being rendered ineligible to
serve as a director of the Company by the immediately preceding two sentences
shall be filled by the shareholders entitled to vote thereon at such annual
meeting of shareholders. Any director chosen to succeed a
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director who is so rendered ineligible to serve as a director of the Company
shall be of the same class as the director he succeeds. Notwithstanding the rule
that a director may not stand for reelection at the annual meeting of
shareholders on or immediately following the tenth anniversary of such person's
initial election or appointment to the Board of Directors, an incumbent director
may nevertheless continue as a director until the expiration of his current
term, or his prior death, resignation, disqualification or removal; provided,
however, that no person serving as a director as of April 1, 1992 shall be
affected by such term limitation provision, nor shall such term limitation
provision apply to directors who are also employees of the Company or its
corporate affiliates.
The above notwithstanding, each director shall serve until his
successor shall have been duly elected and qualified, unless he shall resign,
become disqualified, disabled or shall otherwise be removed.
SECTION 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly
created directorships resulting from any increase in the number of directors may
be filled by the affirmative vote of a majority of the directors then in office
for a term of office continuing only until the next election of one or more
directors by the shareholders entitled to vote thereon; provided, however, that
the Board of Directors shall not fill more than two such directorships during
the period between two successive annual meetings of shareholders. Except as
provided in Section 1 of this Article III, any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors. Any director elected to fill any such vacancy shall hold office for
the remainder of the full term of the director whose departure from the Board of
Directors created the vacancy and until such newly elected director's successor
shall have been duly elected and qualified.
Notwithstanding the foregoing paragraph of this Section 2,
whenever holders of outstanding shares of Preference Stock are entitled to elect
members of the Board of Directors pursuant to the provisions of Section 6 of
Division A of Article VI of the Articles of Incorporation of the Company, any
vacancy or vacancies resulting by reason of the death, resignation,
disqualification or removal of any director or directors or any increase in the
number of directors shall be filled in accordance with the provisions of such
section.
SECTION 3. NOMINATION OF DIRECTORS. Nominations for the
election of directors may be made by the Board of Directors or by any
shareholder (a "Nominator") entitled to vote in the election of directors. Such
nominations, other than those made by the Board of Directors, shall be made in
writing pursuant to timely notice delivered to or mailed and received by the
Secretary of the Company as set forth in this Section 3.
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To be timely in connection with an annual meeting of shareholders, a Nominator's
notice, setting forth the name and address of the person to be nominated, shall
be delivered to or mailed and received at the principal executive offices of the
Company not less than ninety days nor more than 180 days prior to the date on
which the immediately preceding year's annual meeting of shareholders was held.
To be timely in connection with any election of a director at a special meeting
of the shareholders, a Nominator's notice, setting forth the name of the person
to be nominated, shall be delivered to or mailed and received at the principal
executive offices of the Company not less than forty days nor more than sixty
days prior to the date of such meeting; provided, however, that in the event
that less than fifty days' notice or prior public disclosure of the date of the
special meeting of the shareholders is given or made to the shareholders, the
Nominator's notice to be timely must be so received not later than the close of
business on the seventh day following the day on which such notice of date of
the meeting was mailed or such public disclosure was made. At such time, the
Nominator shall also submit written evidence, reasonably satisfactory to the
Secretary of the Company, that the Nominator is a shareholder of the Company and
shall identify in writing (a) the name and address of the Nominator, (b) the
number of shares of each class of capital stock of the Company owned
beneficially by the Nominator, (c) the name and address of each of the persons
with whom the Nominator is acting in concert, (d) the number of shares of
capital stock beneficially owned by each such person with whom the Nominator is
acting in concert, and (e) a description of all arrangements or understandings
between the Nominator and each nominee and any other persons with whom the
Nominator is acting in concert pursuant to which the nomination or nominations
are to be made. At such time, the Nominator shall also submit in writing (i) the
information with respect to each such proposed nominee that would be required to
be provided in a proxy statement prepared in accordance with Regulation 14A
under the Securities Exchange Act of 1934, as amended, and (ii) a notarized
affidavit executed by each such proposed nominee to the effect that, if elected
as a member of the Board of Directors, he will serve and that he is eligible for
election as a member of the Board of Directors. Within thirty days (or such
shorter time period that may exist prior to the date of the meeting) after the
Nominator has submitted the aforesaid items to the Secretary of the Company, the
Secretary of the Company shall determine whether the evidence of the Nominator's
status as a shareholder submitted by the Nominator is reasonably satisfactory
and shall notify the Nominator in writing of his determination. The failure of
the Secretary of the Company to find such evidence reasonably satisfactory, or
the failure of the Nominator to submit the requisite information in the form or
within the time indicated, shall make the person to be nominated ineligible for
nomination at the meeting at which such person is proposed to be nominated. The
presiding person at each meeting of shareholders shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare to the
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meeting and the defective nomination shall be disregarded. Beneficial ownership
shall be determined in accordance with Section 6 of Article VII of these Bylaws.
SECTION 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.
Meetings of the Board of Directors may be held either within or without the
State of Texas, at whatever place is specified by the officer calling the
meeting. Meetings of the Board of Directors may also be held by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting by means of conference telephone or similar communications equipment
shall constitute presence in person at such meeting, except where a director
participates in a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. In the absence of specific designation by the officer
calling the meeting, the meetings shall be held at the registered office of the
Company in the City of Houston, Texas.
SECTION 5. REGULAR MEETINGS. The Board of Directors shall meet
each year immediately following the annual meeting of the shareholders at the
place of such meeting, for the transaction of such business as may properly be
brought before the meeting. The Board of Directors shall also meet regularly at
least each quarter at such time as shall be established by resolution of the
Board of Directors. No notice of any kind to either old or new members of the
Board of Directors for such annual or regular meetings shall be necessary.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time upon the call of the President or the
Secretary of the Company or a majority of the directors then in office. Notice
shall be sent by mail or telegram to the last known address of the director at
least two days before the meeting, or oral notice may be substituted for such
written notice if received not later than the day preceding such meeting. Notice
of the time, place and purpose of such meeting may be waived in writing before
or after such meeting, and shall be equivalent to the giving of notice.
Attendance of a director at such meeting shall also constitute a waiver of
notice thereof, except where he attends for the announced purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Except as otherwise provided by these Bylaws,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
SECTION 7. QUORUM AND VOTING. Except as otherwise provided by
law, the Articles of Incorporation of the Company or these Bylaws, a majority of
the number of directors fixed in the manner provided in these Bylaws as from
time to time amended
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shall constitute a quorum for the transaction of business. Except as otherwise
provided by law, the Articles of Incorporation of the Company or these Bylaws,
the affirmative vote of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. Any regular
or special directors' meeting may be adjourned from time to time by those
present, whether a quorum is present or not.
SECTION 8. COMPENSATION. Directors shall receive such
compensation for their services as shall be determined by the Board of
Directors.
SECTION 9. REMOVAL. No director of the Company shall be
removed from his office as a director by vote or other action of the
shareholders or otherwise except (a) with cause, as defined below, by the
affirmative vote of the holders of at least a majority of the voting power of
all outstanding shares of capital stock of the Company entitled to vote in the
election of directors, voting together as a single class, or (b) without cause
by (i) the affirmative vote of at least 80% of all directors then in office at
any regular or special meeting of the Board of Directors called for that purpose
or (ii) the affirmative vote of the holders of at least 80% of the voting power
of all outstanding shares of capital stock of the Company entitled to vote in
the election of directors, voting together as a single class.
Except as may otherwise be provided by law, cause for removal
of a director shall be construed to exist only if: (a) the director whose
removal is proposed has been convicted, or where a director is granted immunity
to testify where another has been convicted, of a felony by a court of competent
jurisdiction and such conviction is no longer subject to direct appeal; (b) such
director has been found by the affirmative vote of at least 80% of all directors
then in office at any regular or special meeting of the Board of Directors
called for that purpose or by a court of competent jurisdiction to have been
negligent or guilty of misconduct in the performance of his duties to the
Company in a matter of substantial importance to the Company; or (c) such
director has been adjudicated by a court of competent jurisdiction to be
mentally incompetent, which mental incompetency directly affects his ability as
a director of the Company.
Notwithstanding the first paragraph of this Section 9,
whenever holders of outstanding shares of Preference Stock are entitled to elect
members of the Board of Directors pursuant to the provisions of Section 6 of
Division A of Article VI of the Articles of Incorporation of the Company, any
director of the Company may be removed in accordance with the provisions of such
section.
No proposal by a shareholder to remove a director of the
Company, regardless of whether such director was elected by holders of
outstanding shares of Preference Stock (or elected by such directors to fill a
vacancy), shall be voted upon at a meeting
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of the shareholders unless such shareholder shall have delivered or mailed in a
timely manner (as set forth in this Section 9) and in writing to the Secretary
of the Company (a) notice of such proposal, (b) a statement of the grounds, if
any, on which such director is proposed to be removed, (c) evidence, reasonably
satisfactory to the Secretary of the Company, of such shareholder's status as
such and of the number of shares of each class of the capital stock of the
Company beneficially owned by such shareholder, (d) a list of the names and
addresses of other beneficial owners of shares of the capital stock of the
Company, if any, with whom such shareholder is acting in concert, and of the
number of shares of each class of the capital stock of the Company beneficially
owned by each such beneficial owner, and (e) an opinion of counsel, which
counsel and the form and substance of which opinion shall be reasonably
satisfactory to the Board of Directors of the Company (excluding the director
proposed to be removed), to the effect that, if adopted at a duly called special
or annual meeting of the shareholders of the Company by the required vote as set
forth in the first paragraph of this Section 9, such removal would not be in
conflict with the laws of the State of Texas, the Articles of Incorporation of
the Company or these Bylaws. To be timely in connection with an annual meeting
of shareholders, a shareholder's notice and other aforesaid items shall be
delivered to or mailed and received at the principal executive offices of the
Company not less than ninety nor more than 180 days prior to the date on which
the immediately preceding year's annual meeting of shareholders was held. To be
timely in connection with the removal of any director at a special meeting of
the shareholders, a shareholder's notice and other aforesaid items shall be
delivered to or mailed and received at the principal executive offices of the
Company not less than forty days nor more than sixty days prior to the date of
such meeting; provided, however, that in the event that less than fifty days'
notice or prior public disclosure of the date of the special meeting of
shareholders is given or made to the shareholders, the shareholder's notice and
other aforesaid items to be timely must be so received not later than the close
of business on the seventh day following the day on which such notice of date of
the meeting was mailed or such public disclosure was made. Within thirty days
(or such shorter period that may exist prior to the date of the meeting) after
such shareholder shall have delivered the aforesaid items to the Secretary of
the Company, the Secretary and the Board of Directors of the Company shall
respectively determine whether the items to be ruled upon by them are reasonably
satisfactory and shall notify such shareholder in writing of their respective
determinations. If such shareholder fails to submit a required item in the form
or within the time indicated, or if the Secretary or the Board of Directors of
the Company determines that the items to be ruled upon by them are not
reasonably satisfactory, then such proposal by such shareholder may not be voted
upon by the shareholders of the Company at such meeting of shareholders. The
presiding person at each meeting of shareholders shall, if the facts warrant,
determine and declare to the meeting that a proposal to remove a director of the
Company was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare to the meeting and
the defective
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proposal shall be disregarded. Beneficial ownership shall be determined as
specified in Section 6 of Article VII of these Bylaws.
SECTION 10. EXECUTIVE AND OTHER COMMITTEES. The Board of
Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members an executive committee and two or more
other committees, each of which shall be comprised of two or more members and,
to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors.
Notwithstanding the foregoing paragraph of this Section 10, no
such committee shall have the authority of the Board of Directors to:
(a) amend the Articles of Incorporation of the Company;
(b) amend, alter or repeal the Bylaws of the Company or
adopt new Bylaws for the Company;
(c) alter or repeal any resolution of the Board of
Directors;
(d) approve a plan of merger or consolidation;
(e) take definitive action on any reclassification or
exchange of securities, or repurchase by the Company of any
of its equity securities;
(f) declare a dividend on the capital stock of the
Company;
(g) call a special meeting of the shareholders;
(h) recommend any proposal to the shareholders for
action by the shareholders;
(i) fill vacancies in the Board of Directors or any
such committee;
(j) fill any directorship to be filled by reason of an
increase in the number of directors;
(k) elect or remove officers or members of any such
committee; or
(l) fix the compensation of any member of such
committee.
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The designation of any such committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed upon it or him by law, nor shall
such committee function where action of the Board of Directors is required under
applicable law. The Board of Directors shall have the power at any time to
change the membership of any such committee and to fill vacancies in it. A
majority of the members of any such committee shall constitute a quorum. Each
such committee may elect a chairman and appoint such subcommittees and
assistants as it may deem necessary. Except as otherwise provided by the Board
of Directors, meetings of any committee shall be conducted in accordance with
the provisions of Sections 4 and 6 of this Article III as the same shall from
time to time be amended. Any member of any such committee elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the Company will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of a member of a committee shall not of
itself create contract rights.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the Company shall consist
of a President, one or more Vice Presidents, a Secretary and a Treasurer, each
of whom shall be elected by the Board of Directors. Such other officers,
including assistant officers and agents, as may be deemed necessary may be
elected or appointed by the Board of Directors. Any two or more offices may be
held by the same person. The officers of the Company shall have such powers and
duties as generally pertain to their offices, respectively, as well as such
powers and duties as from time to time shall be conferred by the Board of
Directors.
SECTION 2. VACANCIES. Whenever any vacancies shall occur in
any office by death, resignation, increase in the number of offices of the
Company, or otherwise, the officer so elected shall hold office until his
successor is chosen and qualified. The Board of Directors may at any time remove
any officer of the Company, whenever in its judgment the best interests of the
Company will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights.
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ARTICLE V
INDEMNIFICATION
SECTION 1. GENERAL. Each person who at any time shall serve,
or shall have served, as a director, officer, employee or agent of the Company,
or any person who, while a director, officer, employee or agent of the Company,
is or was serving at its request as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, shall be entitled to indemnification
as, and to the fullest extent, permitted by Article 2.02-1 of the Texas Business
Corporation Act or any successor statutory provision, as from time to time
amended. The foregoing right of indemnification shall not be deemed exclusive of
any other rights to which those to be indemnified may be entitled as a matter of
law or under any agreement, vote of shareholders or disinterested directors, or
other arrangement.
SECTION 2. INSURANCE. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in
such capacity or arising out of his status as such a person, whether or not the
Company would have the power to indemnify him against that liability under this
Article V or the Texas Business Corporation Act.
ARTICLE VI
CONTRACTS AND TRANSACTIONS WITH DIRECTORS AND OFFICERS
SECTION 1. GENERAL PROCEDURE. No contract or transaction
between the Company and one or more of its directors or officers, or between the
Company and any other corporation, partnership, association or other
organization in which one or more of the Company's directors or officers are
directors or officers or have a financial interest, shall be void or voidable
solely for this reason, solely because the director or officer is present at or
participates in the meeting of the Company's Board of Directors or committee
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if:
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(a) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and
the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum; or
(b) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon,
and the contract or transaction is specifically approved in
good faith by vote of the shareholders; or
(c) The contract or transaction is fair to the Company
as of the time it is authorized, approved or ratified by the
Board of Directors, the committee thereof, or the
shareholders.
SECTION 2. DETERMINATION OF QUORUM. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction as provided in Section 1 of this Article VI.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. OFFICES. The principal office of the Company shall
be located in Houston, Texas, unless and until changed by resolution of the
Board of Directors. The Company may also have offices at such other places as
the Board of Directors may designate from time to time, or as the business of
the Company may require. The principal office and registered office may be, but
need not be, the same.
SECTION 2. RESIGNATIONS. Any director or officer may resign at
any time. Such resignations shall be made in writing and shall take effect at
the time specified therein, or, if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the
resignation.
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SECTION 3. FIXING RECORD DATES FOR PAYMENT OF DIVIDENDS AND
OTHER PURPOSES. For the purpose of determining shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Company may provide that
the stock transfer books shall be closed for a stated period but not to exceed,
in any case, fifty days. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than fifty 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 receive
payment of a dividend, then the date on which the resolution of the Board of
Directors declaring such dividend is adopted shall be the record date for such
determination of shareholders.
SECTION 4. SEAL. The seal of the Company shall be circular in
form, with the name "HOUSTON INDUSTRIES INCORPORATED."
SECTION 5. SEPARABILITY. If one or more of the provisions of
these Bylaws shall be held to be invalid, illegal or unenforceable, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof and these Bylaws shall be construed as if such invalid, illegal or
unenforceable provision or provisions had never been contained herein.
SECTION 6. DEFINITION OF BENEFICIAL OWNER. "Beneficial Owner"
as used in these Bylaws means any of the following:
(a) a person who individually or with any of his
affiliates or associates beneficially owns (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) any capital stock of the Company, directly or
indirectly;
(b) a person who individually or with any of his
affiliates or associates has either of the following rights:
(i) to acquire capital stock of the Company,
whether such right is exercisable immediately or only
after the passage of time, pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise,
(ii) to vote capital stock of the Company
pursuant to any agreement, arrangement or
understanding; or
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(c) a person who has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing capital stock of the Company with any other person
who beneficially owns or whose affiliates beneficially own
(within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended), directly or indirectly,
such shares of capital stock.
ARTICLE VIII
AMENDMENT OF BYLAWS
SECTION 1. VOTE REQUIREMENTS. The Board of Directors shall
have the power to alter, amend or repeal the Bylaws or adopt new Bylaws by the
affirmative vote of at least 80% of all directors then in office at any regular
or special meeting of the Board of Directors called for that purpose, subject to
repeal or change by the affirmative vote of the holders of at least 80% of the
voting power of all the shares of the Company entitled to vote in the election
of directors, voting together as a single class.
SECTION 2. SHAREHOLDER PROPOSALS. No proposal by a shareholder
made pursuant to Section 1 of this Article VIII may be voted upon at a meeting
of shareholders unless such shareholder shall have delivered or mailed in a
timely manner (as set forth in this Section 2) and in writing to the Secretary
of the Company (a) notice of such proposal and the text of the proposed
alteration, amendment or repeal, (b) evidence reasonably satisfactory to the
Secretary of the Company, of such shareholder's status as such and of the number
of shares of each class of capital stock of the Company of which such
shareholder is the beneficial owner, (c) a list of the names and addresses of
other beneficial owners of shares of the capital stock of the Company, if any,
with whom such shareholder is acting in concert, and the number of shares of
each class of capital stock of the Company beneficially owned by each such
beneficial owner and (d) an opinion of counsel, which counsel and the form and
substance of which opinion shall be reasonably satisfactory to the Board of
Directors of the Company, to the effect that the Bylaws (if any) resulting from
the adoption of such proposal would not be in conflict with the Articles of
Incorporation of the Company or the laws of the State of Texas. To be timely in
connection with an annual meeting of shareholders, a shareholder's notice and
other aforesaid items shall be delivered to or mailed and received at the
principal executive offices of the Company not less than ninety nor more than
180 days prior to the date on which the immediately preceding year's annual
meeting of shareholders was held. To be timely in connection with the voting on
any such proposal at a special meeting of the shareholders, a shareholder's
notice and other aforesaid items shall be delivered to or
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mailed and received at the principal executive offices of the Company not less
than forty days nor more than sixty days prior to the date of such meeting;
provided, however, that in the event that less than fifty days' notice or prior
public disclosure of the date of the special meeting of the shareholders is
given or made to the shareholders, the shareholder's notice and other aforesaid
items to be timely must be so received not later than the close of business on
the seventh day following the day on which such notice of date of the meeting
was mailed or such public disclosure was made. Within thirty days (or such
shorter period that may exist prior to the date of the meeting) after such
shareholder shall have submitted the aforesaid items, the Secretary and the
Board of Directors of the Company shall respectively determine whether the items
to be ruled upon by them are reasonably satisfactory and shall notify such
shareholder in writing of their respective determinations. If such shareholder
fails to submit a required item in the form or within the time indicated, or if
the Secretary or the Board of Directors of the Company determines that the items
to be ruled upon by them are not reasonably satisfactory, then such proposal by
such shareholder may not be voted upon by the shareholders of the Company at
such meeting of shareholders. The presiding person at each meeting of
shareholders shall, if the facts warrant, determine and declare to the meeting
that a proposal made pursuant to Section 1 of this Article VIII was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective proposal shall
be disregarded. Beneficial ownership shall be determined in accordance with
Section 6 of Article VII of these Bylaws.