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EXHIBIT 3(ii)
BYLAWS
OF
SOUTHWEST GAS CORPORATION
ARTICLE I
Section 1. Principal Office
The principal office for the transaction of the business of the corporation is
hereby fixed and located at 5241 Spring Mountain Road, in the City of Las Vegas,
County of Clark, State of Nevada.
Section 2. Other Offices
Branch or subordinate offices may at any time be established by the Board of
Directors at any place or places where the corporation is qualified to do
business.
Section 3. Terminology
All personal pronouns used herein are employed in a generic sense and are
intended and deemed to be neutral in gender.
ARTICLE II
MEETING OF SHAREHOLDERS
Section l. Regular Meeting
Commencing in May, 1988, the regular annual meeting of the shareholders shall be
held at the principal office of the corporation, or at such other place within
or without the State of California as the officers of the corporation may deem
convenient and appropriate, at 10 a.m. on the second Thursday of May of each
year, if not a legal holiday, and if a legal holiday, then at 10 a.m. on the
next succeeding business day, for the purpose of electing a Board of Directors
and transacting such other business as properly may come before the meeting;
provided, however, that the Board of Directors may, by resolution, establish a
different date not more than 120 days thereafter if, in its sole discretion, it
deems such postponement appropriate.
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Section 2. Special Meetings
Except in those instances where a particular manner of calling a meeting of the
shareholders is prescribed by law or elsewhere in these Bylaws, a special
meeting of the shareholders may be called at any time by the Chief Executive
Officer or other officers acting for him or by the Board of Directors, or by the
holders of not less than one-third of the voting shares then issued and
outstanding. Each call for a special meeting of the shareholders shall state the
time, place, and the purpose of such meeting; if made by the Board of Directors,
it shall be by resolution duly adopted by a majority vote and entered in the
minutes; if made by an authorized officer or by the shareholders, it shall be in
writing and signed by the person or persons making the same, and unless the
office of Secretary be vacant, delivered to the Secretary. No business shall be
transacted at a special meeting other than as is stated in the call and the
notice based thereon.
Section 3. Notice of Regular and Special Meetings
of the Shareholders
Notice of each regular and special meeting of the shareholders of the
corporation shall be given by mailing to each shareholder a notice of the time,
place and purpose of such meeting addressed to him at his address as it appears
upon the books of the corporation. Each such notice shall be deposited in the
United States Mail with the postage thereon prepaid at least ten days prior to
the time fixed for such meeting. If the address of any such shareholder does not
appear on the books of the corporation and his post office address is unknown to
the person mailing such notices, the notice shall be addressed to him at the
principal office of the corporation.
Section 4. Quorum
At any meeting of the shareholders, the presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business, except when it is otherwise
provided by law. Any regular or special meeting of the shareholders may adjourn
from day to day or from time to time if, for any reason, there are not present
in person or by proxy the holders of a majority of the shares entitled to vote
at said meeting. Such adjournment and the reasons therefor shall be recorded in
the minutes of the proceedings.
Section 5. Waiver of Notice
When all the shareholders of the corporation are present at any meeting, or when
the shareholders not represented thereat give their written consent to the
holding thereof at the time and place the meeting is held, and such written
consent is made a part of the
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records of such meeting, the proceedings had at such meeting are valid,
irrespective of the manner in which the meeting is called or the place where it
is held.
Section 6. Proper Business for Shareholder Meetings
1. At a meeting of the shareholders, only such business shall be proper as shall
be brought before the meeting: (i) pursuant to the corporation's notice of
meeting; (ii) by or at the direction of the Board of Directors of the
corporation; or (iii) by any shareholder of the corporation who is a shareholder
of record at the time of giving the notice provided for herein, who shall be
entitled to vote at such meeting and who complies with the notice procedures set
forth herein.
2. For business to be properly brought before a meeting by a shareholder
pursuant to clause (iii) above, the shareholder must have given timely notice
thereof in writing to the Secretary. To be timely as to an annual meeting of
shareholders, a shareholder's notice must be received at the principal executive
office of the corporation not less than 120 calendar days before the date of the
corporation's proxy statement released to shareholders in connection with the
previous year's annual meeting; provided however, that if the date of the
meeting is changed by more than 30 days from the date of the previous year's
meeting, notice by shareholder to be timely must be received no later than the
close of business on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed to shareholders or public
disclosure of such date was made. To be timely as to a special meeting of
shareholders, a shareholder notice must be received not later than the call of
the meeting as provided for in Section 2 of this Article II. Such shareholder
notice shall set forth as to each matter the shareholder proposes to bring
before the meeting: (a) a brief description of and the reasons for proposing
such matter at the meeting; (b) the name and address, as they appear on the
corporation's books, and the name and address of the beneficial owner, if any,
on whose behalf the proposal is made; (c) the class and number of shares of the
corporation which are owned beneficially and of record by such shareholder of
record and by the beneficial owner, if any, on whose behalf the proposal is
made; and (d) any material interest of such shareholder of record and the
beneficial owner, if any, on whose behalf the proposal is made, in such
proposal.
3. Notwithstanding anything in these Bylaws to the contrary, no business shall
be proper at a meeting unless brought before it in accordance with the
procedures set forth herein.
Further, a shareholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth herein.
4. The Chairman of the Board of Directors of the corporation or the individual
designated as chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting
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that business was not properly brought before the meeting and in accordance with
the procedures proscribed herein, and if the chairman should so determine, that
any such business not properly brought before the meeting shall not be
transacted.
5. Notwithstanding anything provided herein to the contrary, the procedures for
submission of shareholder proposals have not expended, altered or affected in
any manner, whatever rights or limitations may exist regarding the ability of a
shareholder of the corporation to submit to a proposal for consideration by
shareholders of the corporation under California or federal law.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number--Quorum
The business of the corporation shall be managed by a Board of Directors, whose
number shall be not fewer than eleven (11) nor greater than fourteen (14), as
the Board of Directors or the shareholders by amendment of these Bylaws may
establish, provided, however, that a reduction in the authorized number of
directors shall not remove any director prior to the expiration of his term of
office, and provided further that the shareholders may, pursuant to law,
establish a different and definite number of directors or different maximum and
minimum numbers of directors by amendment of the Articles of Incorporation or by
a duly adopted amendment to these Bylaws. A majority of the prescribed number of
directors shall be necessary to constitute a quorum for the transaction of
business. At a meeting at which a quorum is present, every decision or act of a
majority of the directors present made or done when duly assembled shall be
valid as the act of the Board of Directors, provided that a minority of the
directors, in the absence of a quorum, may adjourn from day to day but may
transact no business.
Section 2. Exact Number of Directors
The number of directors of the corporation is hereby established, pursuant to
the provisions of Section 1 of this Article III, as eleven (11).
Section 3. Election and Term of Office
The directors shall be elected at each annual meeting of shareholders, but if
any such annual meeting is not held, or the directors are not elected thereat,
the directors may be elected at any special meeting of shareholders held for
that purpose. All directors shall hold office until their respective successors
are elected and qualified.
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Section 4. Vacancies
Vacancies in the Board of Directors may be filled by a majority of the remaining
directors, though they be less than a quorum, and each director so elected shall
hold office until his successor is qualified following the election at the next
annual meeting of the shareholders or at any special meeting of shareholders
duly called for that purpose prior to such annual meeting. A vacancy shall be
deemed to exist in case the shareholders (or the Board of Directors, within the
provisions of Section 1 of this Article III) shall increase the authorized
number of directors, but shall fail, for a period of thirty days from the
effective date of such increase, to elect the additional directors so provided
for, or in case the shareholders fail at any time to elect the full number of
authorized directors. When one or more of the directors shall give notice to the
Board of Directors of his or their resignation from said Board, effective at a
future date, the Board of Directors shall have the power to fill such vacancy or
vacancies to take effect when such resignation or resignations become effective.
Each director so appointed shall hold office during the remainder of the term of
office of the resigning director or directors or until their successors are
appointed and qualify.
Section 5. First Meeting of Directors
Immediately following each annual meeting of shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization, election
of officers, and the transaction of other business. Notice of such meeting is
hereby dispensed with.
Section 6. Regular Meetings
Commencing in 1991, the time for other regular meetings of the Board of
Directors, when held, shall be 8 a.m. on the third Tuesday of January, July,
September and November, the first Tuesday of March and the second Wednesday of
May, unless a different schedule is established by a resolution of the Board. If
any regular meeting date shall fall on a legal holiday, then the regular meeting
date shall be the business day next following.
Section 7. Special Meetings
A special meeting of the Board of Directors shall be held whenever called by the
Chief Executive Officer or other officer acting for him, or by three directors.
Any and all business may be transacted at a special meeting. Each call for a
special meeting shall be in writing, signed by the person or persons making the
same, addressed and delivered to the Secretary, and shall state the time and
place of such meeting.
Section 8. Notice of Regular and Special Meetings of the Directors
No notice shall be required to be given of any regular meeting of the Board of
Directors,
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but each director shall take notice thereof. Notice of each special
meeting of the Board of Directors shall be given to each of the directors by:
(i) mailing to each of them a copy of such notice at least five days; or (ii)
delivering personally or by telephone, including voice messaging system or other
system or technology designed to record and communicate messages, telegraph,
facsimile, electronic mail or other electronic means such notice at least 48
hours, prior to the time affixed for such meeting to the address of such
director as shown on the books of the corporation. If his address does not
appear on the books of the corporation, then such notice shall be addressed to
him at the principal office of the corporation.
Section 9. Waiver of Notice
When all the directors of the corporation are present at any meeting of the
Board of Directors, however called or noticed, and sign a written consent
thereto on the record of such meeting, or if the majority of the directors are
present, and if those not present sign in writing a waiver of notice of such
meeting, whether prior to or after the holding of such meeting, which waiver
shall be filed with the Secretary of the corporation, the transactions of such
meeting are as valid as if had at a meeting regularly called and noticed.
Section 10. Action by Unanimous Consent of Directors
Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board, and such action
by written consent shall have the same force and effect as if approved or taken
at a regular meeting duly held. Any certificate or other document which relates
to action so taken shall state that the action was taken by unanimous written
consent of the Board of Directors without a meeting, and that these Bylaws
authorize the directors to so act.
Section 11. Telephonic Participation in Meetings
Members of the Board may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.
ARTICLE IV
POWERS OF DIRECTORS
Section 1. The directors shall have power:
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1. To call special meetings of the shareholders when they deem it necessary, and
they shall call a meeting at any time upon the written request of shareholders
holding one-third of all the voting shares:
2. To appoint and remove at pleasure all officers and agents of the corporation,
prescribe their duties, fix their compensation, and require from them as
necessary security for faithful service;
3. To create and appoint committees, offices, officers and agents of the
corporation, and to prescribe and from time to time change their duties and
compensation, but no committee shall be created and no member appointed thereto
except upon approval of a majority of the whole Board of Directors; and
4. To conduct, manage, and control the affairs and business of the corporation
and to make rules and regulations not inconsistent with the laws of the State of
California, or the Bylaws of the corporation, for the guidance of the officers
and management of the affairs of the corporation.
ARTICLE V
DUTIES OF DIRECTORS
Section 1. It shall be the duty of the directors:
1. To cause to be kept a complete record of all their minutes and acts, and of
the proceedings of the shareholders, and present a full statement at the regular
annual meeting of the shareholders, showing in detail the assets and liabilities
of the corporation, and generally the condition of its affairs. A similar
statement shall be presented at any other meeting of the shareholders when
theretofore required by persons holding at least one-half of the voting shares
of the corporation;
2. To declare dividends out of the profits arising from the conduct of the
business, whenever such profits shall, in the opinion of the directors, warrant
the same;
3. To oversee the actions of all officers and agents of the corporation, see
that their duties are properly performed; and
4. To cause to be issued to the shareholders, in proportion to their several
interests, certificates of stock.
ARTICLE VI
OFFICERS
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Section 1. The officers shall include a Chairman of the Board of Directors, a
Chief Executive Officer, who may be designated Chairman, a President, a
Secretary, a Treasurer, a Controller, and may include one or more Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents,
Assistant Secretaries, and Assistant Treasurers. All such officers shall be
elected by and hold office at the pleasure of the Board of Directors, provided
that the Chief Executive Officer shall have authority to dismiss any other
officer. Any director shall be eligible to be the Chairman of the Board of
Directors and any two or more of such offices may be held by the same person,
except that the Chief Executive Officer or President may not also hold the
office of Secretary. Any officer may exercise any of the powers of any other
officer in the manner specified in these Bylaws, as specified from time to time
by the Board of Directors, and/or as specified from time to time by the Chief
Executive Officer or senior officer acting in his or her absence or incapacity,
and any such acting officer shall perform such duties as may be assigned to him
or her.
ARTICLE VII
FEES AND COMPENSATION
Section 1. Directors shall be reimbursed for their expenses, and shall be
compensated for their services as directors in such amounts as the Board may fix
by resolution. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation therefor.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification of Directors and Officers
Each person who was or is a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or proceeding,
formal or informal, whether brought in the name of the corporation or otherwise
and whether of a civil, criminal, administrative or investigative nature
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is an alleged
action or inaction in an official capacity or in any other capacity while
serving as a director or officer, shall, subject to the terms of any agreement
between the corporation and such person, be indemnified and held harmless by the
corporation to the fullest extent permissible under California law and the
corporation's Articles of Incorporation, against all costs, charges, expenses,
liabilities and
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losses (including attorneys' fees, judgments, fines, ERISA excise tax or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that (a) the corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of the corporation, (b) the corporation shall indemnify
such person seeking indemnification in connection with a proceeding (or part
thereof) other than a proceeding by or in the name of the corporation to procure
a judgment in its favor only if any settlement of such a proceeding is approved
in writing by the corporation, and (c) that no such person shall be indemnified
(i) except to the extent that the aggregate of losses to be indemnified exceeds
the amount of such losses for which the director or officer is paid pursuant to
any directors' and officers' liability insurance policy maintained by the
corporation; (ii) on account of any suit in which judgment is rendered against
such person for an accounting of profits made from the purchase or sale by such
person of securities of the corporation pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (iii) if a court of
competent jurisdiction finally determines that any indemnification hereunder is
unlawful; (iv) for acts or omissions involving intentional misconduct or knowing
and culpable violation of law; (v) for acts or omissions that the director or
officer believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director or officer; (vi) for any transaction for which the director or officer
derived an improper personal benefit; (vii) for acts or omissions that show a
reckless disregard for the director's or officer's duty to the corporation or
its shareholders in circumstances in which the director or officer was aware, or
should have been aware, in the ordinary course of performing his or her duties,
of a risk of serious injury to the corporation or its shareholders; (viii) for
acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's or officer's duties to the
corporation or its shareholders; (ix) for costs, charges, expenses, liabilities
and losses arising under Section 310 or 316 of the General Corporation Law of
California (the "Law"); and (x) as to circumstances in which indemnity is
expressly prohibited by Section 317 of the Law. The right to indemnification
conferred in this Article shall be a contract right and shall include the right
to be paid by the corporation expenses incurred in defending any proceeding in
advance of its final disposition; provided, however, that if the Law requires
the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, such advances shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts to the corporation if it shall be ultimately
determined that such person is not entitled to be indemnified.
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Section 2. Indemnification of Employees and Agents
A person who was or is a party or is threatened to be made a party to or is
involved in any proceedings by reason of the fact that he or she is or was an
employee or agent of the corporation or is or was serving at the request of the
corporation as an employee or agent of another enterprise, including service
with respect to employee benefit plans, whether the basis of such action is an
alleged action or inaction in an official capacity or in any other capacity
while serving as an employee or agent, may, subject to the terms of any
agreement between the corporation and such person, be indemnified and held
harmless by the corporation to the fullest extent permitted by California law
and the corporation's Articles of Incorporation, against all costs, charges,
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement),
reasonably incurred or suffered by such person in connection therewith. The
immediately preceding sentence is not intended to be and shall not be considered
to confer a contract right on any employee or agent (other than directors and
officers) of the corporation.
Section 3. Right of Directors and Officers to Bring Suit
If a claim under Section 1 of this Article is not paid in full by the
corporation within 30 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. Neither the failure of the corporation (including its
Board, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by the
corporation (including its Board, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption for the purpose of an
action that the claimant has not met the applicable standard of conduct.
Section 4. Successful Defense
Notwithstanding any other provision of this Article, to the extent that a
director or officer has been successful on the merits or otherwise (including
the dismissal of an action without prejudice or the settlement of a proceeding
or action without admission of liability) in defense of any proceeding referred
to in Section 1 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 in connection therewith.
Section 5. Non-Exclusivity of Rights
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The right to indemnification provided by this Article shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, bylaw, agreement, vote of shareholders or disinterested directors or
otherwise.
Section 6. Insurance
The corporation may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the law.
Section 7. Expenses as a Witness
To the extent that any director, officer, employee or agent of the corporation
is by reason of such position, or a position with another entity at the request
of the corporation, a witness in any action, suit or proceeding, he or she shall
be indemnified against all costs and expenses actually and reasonably incurred
by him or her on his or her behalf in connection therewith.
Section 8. Indemnity Agreements
The corporation may enter into agreements with any director, officer, employee
or agent of the corporation providing for indemnification to the fullest extent
permissible under the law and the corporation's Articles of Incorporation.
Section 9. Separability
Each and every paragraph, sentence, term and provision of this Article is
separate and distinct so that if any paragraph, sentence, term or provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or unenforceability
of any other paragraph, sentence, term or provision hereof. To the extent
required, any paragraph, sentence, term or provision of this Article may be
modified by a court of competent jurisdiction to preserve its validity and to
provide the claimant with, subject to the limitations set forth in this Article
and any agreement between the corporation and claimant, the broadest possible
indemnification permitted under applicable law.
Section 10. Effect of Repeal or Modification
Any repeal or modification of this Article shall not adversely affect any right
of indemnification of a director or officer existing at the time of such repeal
or modification with respect to any action or omission occurring prior to such
repeal or modification."
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ARTICLE IX
CHAIRMAN OF THE BOARD
Section 1. If there shall be a Chairman of the Board of Directors, he shall,
when present, preside at all meetings of the stockholders and the Board of
Directors, and perform such other duties as the Bylaws or the Board of Directors
shall require of him.
ARTICLE X
CHIEF EXECUTIVE OFFICER; OTHER EXECUTIVE OFFICERS
Section 1. The Board of Directors shall, at their first regular meeting, elect
such officers as are required by Article VI hereof and such additional officers
authorized by Article VI hereof as the Board, in its discretion, may choose to
elect. If at any time the Chief Executive Officer shall be unable to act, the
President (if there shall be one who is not also the Chief Executive Officer)
shall act in his place and perform his duties; if the President or next most
senior officer is unable to perform such duties, then the vice presidents, in
such sequence as the Board of Directors may specify, shall act. If all the
foregoing shall be unable to act, the senior officer among them shall appoint
some other person in whom shall be vested, for the time being, all the duties
and functions of Chief Executive Officer, to act until the Board of Directors
can be convened and elect appropriate officers. The Chief Executive Officer (or
person acting as such) shall:
1. Preside (if there shall be no Chairman of the Board of Directors or in his
absence) over all meetings of the shareholders and directors;
2. Sign in behalf of the corporation contracts and other instruments in writing
within the scope of his authority or if, when, and as directed so to do by the
Board of Directors, but nothing herein shall limit the power of the Board of
Directors to authorize such contracts and other instruments in writing to be
signed by any other officer or person or limit the power of the Chief Executive
Officer to delegate his authority in any such matter to another officer or other
officers of the corporation. The Chief Executive Officer or any other officer
specified by the Board of Directors may sign certificates of stock as provided
in Article XIII hereof;
3. Delegate duties and responsibilities to any other officers and/or employees
of the corporation in any manner not prohibited by these Bylaws or by the Board
of Directors, and change such duties and responsibilities so delegated from time
to time at will;
4. Call the directors together when he deems it necessary, and have, subject to
the advice of the directors, direction of the affairs of the corporation; and
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5. Generally discharge such other duties as may be required of him by the Bylaws
of the corporation.
ARTICLE XI
SECRETARY
Section 1. The Board of Directors shall elect a Secretary:
1. It shall be the duty of the Secretary to keep a record of proceedings of the
Board of Directors and of the shareholders, and to keep the corporate seal of
the corporation. He shall be responsible for maintaining proper records showing
the number of shares of stock of all classes and series issued and transferred
by any shareholder, and the dates of such issuance and transfer;
2. Whenever it is provided in these Bylaws that notice shall be given either of
regular or special meetings of the shareholders, regular or special meetings of
the directors, or otherwise, such notice shall be given by the Secretary or by
the Chief Executive Officer or by any person designated by either of them, or by
any authorized person who shall have signed the call for such meeting. Any
notice which the Secretary may give or serve, or act required to be done by him,
may with like effect be given or served or done by or under the direction of an
Assistant Secretary;
3. The Secretary shall discharge such other duties as pertain to his office or
which may be prescribed by the Board of Directors.
ARTICLE XII
TREASURER
Section 1. The Treasurer shall receive and keep all the funds of the corporation
and pay them out only on checks or otherwise, as directed by the Board of
Directors; provided, however, that the Board of Directors may provide for a
depository of the funds of the corporation, and may by resolution prescribe the
manner in which said funds shall be drawn from said depository.
ARTICLE XIII
CERTIFICATES OF STOCK
Section 1. Certificates of stock shall be of such form and device as the Board
of Directors may direct, and shall be signed by the genuine or facsimile
signatures of the Chairman and
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Chief Executive Officer or the President or any authorized Vice President and
the Secretary or an Assistant Secretary. Each certificate shall express on its
face its number, date of issuance, the number of shares for which and the person
to whom it is issued, the kind of shares represented by said certificate, and
such other matters as may be required by law. Certificates of stock may be
issued prior to full payment, in harmony with all permits issued by regulatory
authorities having jurisdiction in the premises, or as is otherwise allowed by
law, but any certificate issued prior to full payment must show on its face what
amount has been paid thereon.
ARTICLE XIV
TRANSFER OF STOCK
Section 1. Shares of stock of the corporation may be transferred at any time by
the holders, or by power of attorney, or by their legal representative, by
endorsement on the certificate of stock, but no transfer is valid until the
surrender of the endorsed certificate. A surrendered certificate shall be
delivered up for cancellation before a new one is issued in lieu thereof, and
the Secretary shall preserve the certificate so canceled or a suitable record
thereof. If, however, a certificate is lost or destroyed, the Board of Directors
may order a new certificate issued as is by law required or permitted.
ARTICLE XV
VOTING
Section 1. At all corporate meetings, each shareholder, either in person or by
proxy, shall be entitled to as many votes as he owns shares of stock; however,
every shareholder entitled to vote at any election for directors shall have the
right to cumulate his votes.
Section 2. Proxies
Every person entitled to vote or execute consents shall have the right to do so
either in person or by one or more agents authorized by a written proxy executed
by such person or his duly authorized agent and filed with the Secretary of the
corporation; provided that no such proxy shall be valid after the expiration of
eleven (11) months from the date of its execution, unless the person executing
it specifies therein the length of time for which such proxy is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution.
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ARTICLE XVI
INDEBTEDNESS
Section 1. The Board of Directors shall have power to incur indebtedness, and
the terms and amount thereof shall be entered in the minutes. The Board of
Directors shall have the power to secure said indebtedness, or any obligation or
obligations of the corporation, by pledge, mortgage, deed of trust, or other
security given upon any property owned by it or in which it has any interest.
ARTICLE XVII
REGISTRAR AND/OR TRANSFER AGENT
Section 1. The Board of Directors may designate and appoint one or more
registrars and/or transfer agents for the registration of the stock of the
corporation, and make such rules and regulations for the registrations of stock
at the office of such registrars and/or transfer agents as may to the Board of
Directors seem desirable. The corporation may act as its own transfer agent, at
the direction of the Board of Directors. The Board of Directors may, in its
discretion, fix a transfer fee for transfer of stock certificates.
ARTICLE XVIII
MISCELLANEOUS
Section 1. Meetings. Notice. When Conclusive.
An entry made in the minutes of the directors or shareholders, pursuant to
resolution or recital, to the effect that the notice of such meeting required by
these Bylaws to be given has been given, shall be conclusive upon the
corporation, its directors, shareholders, and all other persons that such notice
has been duly given in proper form and substance to the proper persons and for
the requisite length of time.
ARTICLE XIX
SEAL
Section 1. The Board of Directors shall provide a suitable seal containing the
name of the corporation, the years of its creation, and other appropriate words,
and may alter the same at pleasure.
ARTICLE XX
AMENDMENTS TO BYLAWS
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Section 1. Power of Shareholders
New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote
of shareholders entitled to exercise a majority of the voting power of the
corporation or by the written assent of such shareholders, except as otherwise
provided by law or by the Articles of Incorporation.
Section 2. Power of Directors
Subject to the right of the shareholders as provided in Section 1 of this
Article XX to adopt, amend or repeal Bylaws, the Board of Directors may adopt,
amend or repeal any of the Bylaws of this corporation, except that the powers of
the Board of Directors to change, and/or establish the authorized number of
directors of this corporation shall be as set forth in Article III of these
Bylaws.
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I hereby certify that the foregoing is a full, true, and correct copy of the
Bylaws of Southwest Gas Corporation, a California corporation, as in effect on
the date hereof.
WITNESS my hand this 8th day of February, 1999.
-------------------------------------
George C. Biehl
Senior Vice President/Chief Financial
Officer and Corporate Secretary
BYLAWS
OF
SOUTHWEST GAS CORPORATION
(AS AMENDED 2/8/99)
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