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AMENDMENT TO BYLAWS ADOPTED APRIL 20, 1994
RESOLVED, by the Board of Directors of Washington Energy Company that this
Corporation's Amended and Restated Bylaws be and are hereby further amended by
adding a new Section 2 in Article III to read as follows:
Section 2. Nominations for Directors at Annual Meetings of Stockholders.
(a) Nominations of candidates for election as Directors at an
annual meeting of stockholders may only be made (i) by, or at
the direction of, the Board of Directors, or (ii) by any
stockholder of the Corporation who is entitled to vote at the
meeting and who complies with the procedures set forth in the
remainder of this Section 2.
(b) If a stockholder proposes to nominate one or more candidates
for election as Directors at an annual meeting, the
stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to, or mailed and
received at, the principal office of the Corporation not less
than seventy (70) days prior to the date scheduled for the
annual meeting (regardless of any postponements, deferrals or
adjournments of that meeting to a later date), or, if notice
or public disclosure of the date scheduled for the annual
meeting is not given or made at least eighty (80) days prior
thereto, not more than ten (10) days following the day on
which notice of the date scheduled for the annual meeting is
mailed or the day on which disclosure of that date is made,
whichever is earlier.
(c) A stockholder's notice to the Secretary under Section 2(b)
shall set forth, as to each person whom the stockholder
proposes to nominate for election as a Director (i) the name,
age, business address and residence address of such person,
(ii) the principal occupation or employment of such person,
(iii) the number and class of shares of stock of the
Corporation that are beneficially owned on the date of such
notice by such person, and (iv) any other information relating
to such person required to be disclosed in solicitations of
proxies with respect to nominees for election as directors
pursuant to Regulation 14A under the Exchange Act, including
but not limited to information required to be disclosed by
Schedule 14A of Regulation 14A, and any other information that
the stockholder would be required to file with the Securities
and Exchange Commission in connection with the stockholder's
nomination of such person as a candidate for Director or the
stockholder's opposition to any candidate for Director
nominated by, or at the direction of, the Board of Directors.
In addition to the above information, a stockholder's notice
to the Secretary under Section 2(b) shall (A) set forth (i)
the name and address, as they appear on the Corporation's
books, of the stockholder and of any other stockholders that
the stockholder knows or anticipates will support any
candidate or candidates nominated by the stockholder, and (ii)
the number and class of shares of stock of the Corporation
that are beneficially owned on the date of such notice by the
stockholder and by any such other stockholders, and (B) be
accompanied by a written statement, signed and acknowledged by
each candidate nominated by the stockholder, that the
candidate agrees to be so nominated and to serve as a Director
of the Corporation if elected at
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the annual meeting.
(d) The Board of Directors, or a designated committee thereof, may
reject any stockholder's nomination of one or more candidates
for election as Directors if the nomination is not made
pursuant to a stockholder's notice timely given in accordance
with the terms of Section 2(b). If the Board of Directors, or
a designated committee thereof, determines that the
information provided in a stockholder's notice does not
satisfy the requirements of Section 2(c) in any material
respect, the Secretary of the Corporation shall notify the
stockholder of the deficiency in the notice. The stockholder
shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of
time, not to exceed five (5) days from the date such
deficiency notice is given to the stockholder, as the Board of
Directors or such committee shall reasonably determine. If
the deficiency is not cured within such period, or if the
Board of Directors or such committee determines that the
additional information provided by the stockholder, together
with information previously provided, does not satisfy the
requirements of Section 2(c) in any material respect, then the
Board of Directors or such committee may reject the
stockholder's notice.
(e) Notwithstanding the procedures set forth in Section 2(d), if a
stockholder proposes to nominate one or more candidates for
election as Directors at an annual meeting, and neither the
Board of Directors nor any committee thereof has made a prior
determination of whether the stockholder has complied with the
procedures set forth in this Section 2 in connection with such
nomination, then the Chairman of the annual meeting shall
determine and declare at the annual meeting whether the
stockholder has so complied. If the Chairman determines that
the stockholder has so complied, then the Chairman shall so
state and ballots shall be provided for use at the meeting
with respect to such nomination. If the Chairman determines
that the stockholder has not so complied, then, unless the
Chairman, in his sole and absolute discretion, determines to
waive such compliance, the Chairman shall state that the
stockholder has not so complied and the defective nomination
shall be disregarded.
and by renumbering the existing Sections contained in Article III of this
Corporation's Amended and Restated Bylaws as follows:
Section 2 is now Section 3
Section 3 is now Section 4
Section 4 is now Section 5
Section 5 is now Section 6
Section 6 is now Section 7
Section 7 is now Section 8.
Except as amended above, this Corporation's Amended and Restated Bylaws shall
remain in full force and effect.
RESOLVED, FURTHER, that the officers of the Company are hereby authorized and
directed to take such further actions and execute such further documents as may
be deemed necessary in connection with the adoption of the amendment set forth
in the above resolution.