Exhibit 3(b)
BYLAWS
OF
AVISTA CORPORATION
As Amended November 8, 2002
BYLAWS
OF
AVISTA CORPORATION
* * * * *
ARTICLE I.
OFFICES
The principal office of the Corporation shall be in the City of
Spokane, Washington. The Corporation may have such other offices, either
within or without the State of Washington, as the Board of Directors may
designate from time to time.
ARTICLE II.
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The Annual Meeting of Shareholders shall
be held on such date in the month of May in each year as determined by the
Board of Directors for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
day fixed for the Annual Meeting shall be a legal holiday, such meeting shall
be held on the next succeeding business day.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the President, the Chairman of the Board, the majority of the
Board of Directors, the Executive Committee of the Board, and shall be called
by the President at the request of the holders of not less than two-thirds
(2/3) of the voting power of all shares of the voting stock voting together
as a single class. Only those matters that are specified in the call of or
request for a special meeting may be considered or voted at such meeting.
SECTION 3. PLACE OF MEETING. Meetings of the shareholders, whether
they be annual or special, shall be held at the principal office of the
Corporation, unless a place, either within or without the state, is otherwise
designated by the Board of Directors in the notice provided to shareholders
of such meetings.
SECTION 4. NOTICE OF MEETING. Written or printed notice of every
meeting of shareholders shall be mailed by the Corporate Secretary or any
Assistant Corporate Secretary, not less than ten (10) nor more than fifty
(50) days before the date of the meeting, to each holder of record of stock
entitled to vote at the meeting. The notice shall be mailed to each
shareholder at his last known post office address, provided, however, that if
a shareholder is present at a meeting, or waives notice thereof in writing
before or after the meeting, the notice of the meeting to such shareholders
shall be unnecessary.
SECTION 5. VOTING OF SHARES. At every meeting of shareholders each
holder of stock entitled to vote thereat shall be entitled to one vote for
each share of such stock held in his name on the books of the Corporation,
subject to the provisions of applicable law and the Articles of
Incorporation, and may vote and otherwise act in person or by proxy;
provided, however, that in elections of directors there shall be cumulative
voting as provided by law and by the Articles of Incorporation.
SECTION 6. QUORUM. The holders of a majority of the number of
outstanding shares of stock of the Corporation entitled to vote thereat,
present in person or by proxy at any meeting, shall constitute a quorum, but
less than a quorum shall have power to adjourn any meeting from time to time
without notice. No change shall be made in this Section 6 without the
affirmative vote of the holders of at least a majority of the outstanding
shares of stock entitled to vote.
SECTION 7. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purposes of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or 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 Corporation may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, fifty (50)
days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than seventy (70) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof.
SECTION 8. VOTING RECORD. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete record 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 record, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the Corporation.
Such record shall 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 for the purposes thereof.
SECTION 9. CONDUCT OF PROCEEDINGS. The Chairman of the Board shall
preside at all meetings of the shareholders. In the absence of the Chairman,
the President shall preside and in the absence of both, the Executive Vice
President shall preside. The members of the Board of Directors present at
the meeting may appoint any officer of the Corporation or member of the Board
to act as Chairman of any meeting in the absence of the Chairman, the
President, or Executive Vice President. The Corporate Secretary of the
Corporation, or in his absence, an Assistant Corporate Secretary, shall act
as Secretary at all meetings of the shareholders. In the absence of the
Corporate Secretary or Assistant Corporate Secretary at any meeting of the
shareholders, the presiding officer may appoint any person to act as
Secretary of the meeting.
SECTION 10. PROXIES. At all meetings of shareholders, a shareholder
may vote in person or by proxy. A shareholder or the shareholder's duly
authorized agent or attorney-in-fact may appoint a proxy by (i) executing a
proxy in writing or (ii) transmitting or authorizing the transmission of an
electronic proxy in any manner permitted by law. Such proxy shall be filed
with the Corporate Secretary of the Corporation before or at the time of the
meeting.
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ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The powers of the Corporation shall be
exercised by or under the authority of the Board of Directors, except as
otherwise provided by the laws of the State of Washington and the Articles of
Incorporation.
SECTION 2. NUMBER AND TENURE. The number of Directors of the
Corporation shall be nine (9); provided, however, that if the right to elect
a majority of the Board of Directors shall have accrued to the holders of the
Preferred Stock as provided in paragraph (1) of subdivision (j) of Article
THIRD of the Articles of Incorporation, then, during such period as such
holders shall have such right, the number of directors may exceed nine (9).
Directors shall be divided into three classes, as nearly equal in number as
possible. At each Annual Meeting of Shareholders, directors elected to
succeed those directors whose terms expire shall be elected for a term of
office to expire at the third succeeding Annual Meeting of Shareholders after
their election. Notwithstanding the foregoing, directors elected by the
holders of the Preferred Stock in accordance with paragraph (1) of
subdivision (j) of Article THIRD of the Articles of Incorporation shall be
elected for a term which shall expire not later than the next Annual Meeting
of Shareholders. All directors shall hold office until the expiration of
their respective terms of office and until their successors shall have been
elected and qualified.
SECTION 3. REGULAR MEETINGS. The regular annual meeting of the Board
of Directors shall be held immediately following the adjournment of the
annual meeting of the shareholders or as soon as practicable after said
annual meeting of shareholders. But, in any event, said regular annual
meeting of the Board of Directors must be held on either the same day as the
annual meeting of shareholders or the next business day following said annual
meeting of shareholders. At such meeting the Board of Directors, including
directors newly elected, shall organize itself for the coming year, shall
elect officers of the Corporation for the ensuing year, and shall transact
all such further business as may be necessary or appropriate. The Board
shall hold regular quarterly meetings, without call or notice, on such dates
as determined by the Board of Directors. At such quarterly meetings the
Board of Directors shall transact all business properly brought before the
Board.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
the President, the Executive Vice President or any three (3) directors.
Notice of any special meeting shall be given to each director at least two
(2) days in advance of the meeting.
SECTION 5. EMERGENCY MEETINGS. In the event of a catastrophe or a
disaster causing the injury or death to members of the Board of Directors and
the principal officers of the Corporation, any director or officer may call
an emergency meeting of the Board of Directors. Notice of the time and place
of the emergency meeting shall be given not less than two (2) days prior to
the meeting and may be given by any available means of communication. The
director or directors present at the meeting shall constitute a quorum for
the purpose of filling vacancies determined to exist. The directors present
at the emergency meeting may appoint such officers as necessary to fill any
vacancies determined to exist. All appointments under this section shall be
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temporary until a special meeting of the shareholders and directors is held
as provided in these Bylaws.
SECTION 6. CONFERENCE BY TELEPHONE. The members of the Board of
Directors, or of any committee created by the Board, may participate in a
meeting of the Board or of the committee by means of a conference telephone
or similar communication equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by such means shall constitute presence in person
at a meeting.
SECTION 7. QUORUM. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors. The action of a majority of the directors present at a
meeting at which a quorum is present shall be the action of the Board.
SECTION 8. ACTION WITHOUT A MEETING. Any action required by law to be
taken at a meeting of the directors of the Corporation, or any action which
may be taken at a meeting of the directors or of a committee, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote.
SECTION 9. VACANCIES. Subject to the provisions of paragraph (1) of
subdivision (j) of Article THIRD of the Articles of Incorporation, (a) any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of
the Board of Directors and any director so elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office and (b)
any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors for a term of office
continuing only until the next election of directors by the shareholders.
SECTION 10. RESIGNATION OF DIRECTOR. Any director or member of any
committee may resign at any time. Such resignation shall be made in writing
and shall take effect at the time specified therein. If no time is
specified, it shall take effect from the time of its receipt by the Corporate
Secretary, who shall record such resignation, noting the day, hour and minute
of its reception. The acceptance of a resignation shall not be necessary to
make it effective.
SECTION 11. REMOVAL. Subject to the provisions of paragraph (1) of
subdivision (j) of Article THIRD of the Articles of Incorporation, any
director may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least a majority of the voting
power of all of the shares of capital stock of the Corporation entitled
generally to vote in the election of directors voting together as a single
class, at a meeting of shareholders called expressly for that purpose;
provided, however, that if less than the entire Board of Directors is to be
removed, no one of the directors may be removed if the votes cast against the
removal of such director would be sufficient to elect such director if then
cumulatively voted at an election of the class of directors of which such
director is a part. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
SECTION 12. ORDER OF BUSINESS. The Chairman of the Board shall
preside at all meetings of the directors. In the absence of the Chairman,
the officer or member of the Board designated by the Board of Directors shall
preside. At meetings of the Board of Directors, business shall be
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transacted in such order as the Board may determine. Minutes of all proceedings
of the Board of Directors, or committees appointed by it, shall be prepared and
maintained by the Corporate Secretary or an Assistant Corporate Secretary and
the original shall be maintained in the principal office of the Corporation.
SECTION 13. NOMINATION OF DIRECTORS. Subject to the provisions of
paragraph (1) of subdivision (j) of Article THIRD of the Articles of
Incorporation, nominations for the election of directors may be made by the
Board of Directors, or a nominating committee appointed by the Board of
Directors, or by any holder of shares of the capital stock of the Corporation
entitled generally to vote in the election of directors (such stock being
hereinafter in this Section called "Voting Stock"). However, any holder of
shares of the Voting Stock may nominate one or more persons for election as
directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Corporate
Secretary not later than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety (90) days in advance of such meeting
and (ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first given
to shareholders. Each such notice shall set forth: (a) the name and address
of the shareholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that such shareholder is a
holder of record of shares of the Voting Stock of the Corporation and intends
to appear in person or by proxy at the meeting to nominate the person or
persons identified in the notice; (c) a description of all arrangements or
understandings between such shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination
or nominations are to be made by such shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would be required to
be included in a proxy statement under the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder (or any subsequent
revisions replacing such Act, rules or regulations) if the nominee(s) had
been nominated, or were intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the Corporation
if so elected. The Chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
SECTION 14. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors, or of a committee thereof,
at which action on any corporate matter is taken, shall be presumed to have
assented to the action unless his dissent shall be entered in the minutes of
the meeting or unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Corporate
Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
SECTION 15. RETIREMENT OF DIRECTORS. Directors who are seventy (70)
years of age or more shall retire from the Board effective at the conclusion
of the Annual Meeting of Shareholders held in the year in which their term
expires, and any such Director shall not be nominated for election at such
Annual Meeting. The foregoing shall be effective in 1988 and
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thereafter as to any Director who is seventy (70) years of age or more during
the year in which his or her term expires.
ARTICLE IV.
EXECUTIVE COMMITTEE
AND
ADDITIONAL COMMITTEES
SECTION 1. APPOINTMENT. The Board of Directors, by resolution adopted
by a majority of the Board, may designate three or more of its members to
constitute an Executive Committee. The designation of 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 by law.
SECTION 2. AUTHORITY. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority
of the Board of Directors including authority to authorize distributions or
the issuance of shares of stock, except to the extent, if any, that such
authority shall be limited by the resolution appointing the Executive
Committee or by law.
SECTION 3. TENURE. Each member of the Executive Committee shall hold
office until the next regular annual meeting of the Board of Directors
following his designation and until his successor is designated as a member
of the Executive Committee.
SECTION 4. MEETINGS. Regular meetings of the Executive Committee may
be held without notice at such times and places as the Executive Committee
may fix from time to time by resolution. Special meetings of the Executive
Committee may be called by any member thereof upon not less than two (2) days
notice stating the place, date and hour of the meeting, which notice may be
written or oral. Any member of the Executive Committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof
who attends in person.
SECTION 5. QUORUM. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting thereof. Actions by the Executive Committee must be authorized by
the affirmative vote of a majority of the appointed members of the Executive
Committee.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Executive Committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Executive Committee.
SECTION 7. PROCEDURE. The Executive Committee shall select a presiding
officer from its members and may fix its own rules of procedure which shall
not be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information
at a meeting thereof held next after the proceedings shall have been taken.
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SECTION 8. COMMITTEES ADDITIONAL TO EXECUTIVE COMMITTEE. The Board of
Directors may, by resolution, designate one or more other committees, each
such committee to consist of two (2) or more of the directors of the
Corporation. A majority of the members of any such committee may determine
its action and fix the time and place of its meetings unless the Board of
Directors shall otherwise provide.
ARTICLE V.
OFFICERS
SECTION 1. NUMBER. The Board of Directors shall elect one of its
members Chairman of the Board. The Board of Directors shall elect a
President, who may also serve as Chairman, one or more Vice Presidents, a
Corporate Secretary, a Treasurer, and may from time to time elect such other
officers as the Board deems appropriate. The same person may be appointed to
more than one office, except that the offices of President and Corporate
Secretary may not be held by the same person. The Board of Directors has
granted authority to the Chief Executive Officer to appoint such assistant
officers as might be deemed appropriate.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected by the Board of Directors at the annual meeting
of the Board. Each officer shall hold office until his successor shall have
been duly elected and qualified.
SECTION 3. REMOVAL. Any officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to
contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 5. POWERS AND DUTIES. The officers shall have such powers and
duties as usually pertain to their offices, except as modified by the Board
of Directors, and shall have such other powers and duties as may from time to
time be conferred upon them by the Board of Directors.
ARTICLE VI.
CONTRACTS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any
officer or officers or agents, to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
SECTION 2. CHECKS/DRAFTS/NOTES. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation shall be signed 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 of Directors.
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SECTION 3. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
of Directors by resolution may select.
ARTICLE VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board
of Directors and shall contain such information as prescribed by law. Such
certificates shall be signed by the President or a Vice President and by
either the Corporate Secretary or an Assistant Corporate Secretary, and
sealed with the corporate seal or a facsimile thereof. The signatures of
such officers upon a certificate may be facsimiles. The name and address of
the person to whom the shares represented thereby are issued, with the number
of shares and date of issue, shall be entered on the stock transfer books of
the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered
and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Corporate
Secretary of the Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes. The Board of Directors shall have power to appoint
one or more transfer agents and registrars for transfer and registration of
certificates of stock.
ARTICLE VIII.
CORPORATE SEAL
The seal of the Corporation shall be in such form as the Board of
Directors shall prescribe.
ARTICLE IX.
INDEMNIFICATION
SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation
shall indemnify and reimburse the expenses of any person who is or was a
director, officer, agent or employee of the Corporation or is or was serving
at the request of the Corporation as a director, officer, partner, trustee,
employee, or agent of another enterprise or employee benefit plan to the
extent permitted by and in accordance with Article SEVENTH of the Company's
Articles of Incorporation and as permitted by law.
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SECTION 2. LIABILITY INSURANCE. The Corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, other enterprise,
or employee benefit plan against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the laws of the State of Washington.
SECTION 3. RATIFICATION OF ACTS OF DIRECTOR, OFFICER OR SHAREHOLDER.
Any transaction questioned in any shareholders' derivative suit on the ground
of lack of authority, defective or irregular execution, adverse interest of
director, officer or shareholder, nondisclosure, miscomputation, or the
application of improper principles or practices of accounting may be ratified
before or after judgment, by the Board of Directors or by the shareholders in
case less than a quorum of directors are qualified; and, if so ratified,
shall have the same force and effect as if the questioned transaction had
been originally duly authorized, and said ratification shall be binding upon
the Corporation and its shareholders and shall constitute a bar to any claim
or execution of any judgment in respect of such questioned transaction.
ARTICLE X.
AMENDMENTS
Except as to Section 6 of Article II of these Bylaws, the Board of
Directors may alter or amend these Bylaws at any meeting duly held, the
notice of which includes notice of the proposed amendment. Bylaws adopted by
the Board of Directors shall be subject to change or repeal by the
shareholders; provided, however, that Section 2 of the Article II, Section 2
(other than the provision thereof specifying the number of Directors of the
Corporation), and Sections 9, 11 and 13 of Article III and this proviso shall
not be altered, amended or repealed, and no provision inconsistent therewith
or herewith shall be included in these Bylaws, without the affirmative votes
of the holders of at least eighty percent (80%) of the voting power of all
the shares of the Voting Stock voting together as a single class.
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