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Exhibit 3-E
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COLUMBIA ENERGY GROUP
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BY-LAWS
AS OF NOVEMBER 18, 1987; AMENDED AND RESTATED AS OF
JANUARY 16, 1998
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BY-LAWS
Of
COLUMBIA ENERGY GROUP
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ARTICLE I.
SEAL.
The corporate seal of the Corporation shall consist of a metallic
stamp circular in form, bearing in its center the figures "1926" and the
words "Incorporated" and "Delaware" and on the outer edge the name of the
Corporation.
ARTICLE II.
OFFICES.
The location of the Corporation's principal office shall be in the
County of New Castle, State of Delaware.
The Corporation may, in addition to its principal office in the State
of Delaware, establish and maintain an office or offices in such other
states and places as the Board of Directors may from time to time find
necessary or desirable.
The books, documents, and papers of the Corporation, except as may be
otherwise required by the laws of the State of Delaware, may be kept
outside of the said State at such places as the Board of Directors may
from time to time designate.
ARTICLE III.
CAPITAL STOCK.
Every stockholder shall be entitled to have a certificate, signed by,
or in the name of the Corporation by, the Chairman of the Board, the
President or a Vice President and the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in
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the Corporation; provided, however, that any such signature on the
certificate may be a facsimile. In case any officer or officers, Transfer
Agent or Registrar who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates
shall cease to be such officer or officers of the Corporation, Transfer
Agent or Registrar, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued
and delivered as though the person or persons who signed such certificate
or certificates or whose facsimile signature or signatures shall have been
used thereon had not ceased to be such officer or officers of the
Corporation, Transfer Agent or Registrar. Such certificates shall be
transferable on the stock books of the Corporation in person or by
attorney, but, except as hereinafter provided in the case of loss,
destruction or mutilation of certificates, no transfer of stock shall be
entered until the previous certificate, if any, given for the same shall
have been surrendered and cancelled.
The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.
The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock
of the Corporation. It may appoint one or more Transfer Agents or one or
more Registrars or both, and may require all certificates of stock to bear
the signature of either or both.
In order that the Corporation may determine the stockholders entitled
to notice of, or to vote at, a meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any
rights in respect of any other change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix
in advance a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior
to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting
of stockholders the Board shall not fix such a record date,
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the record date for determining stockholders for such purpose shall
be the close of business on the day on which the Board shall adopt the
resolution relating thereto. A determination of stockholders entitled to
notice of, or to vote at, a meeting of stockholders, shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a
new record date for the adjourned meeting.
In case of loss, destruction or mutilation of any certificate of
stock, another may be issued in its place upon proof of such loss,
destruction or mutilation and upon the giving to the Corporation of a bond
sufficient to indemnify the Corporation, its Transfer Agents and
Registrars, against any claim that may be made against it or them on
account of the alleged loss or destruction of any such certificate or the
issuance of such new certificate; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment
of the Board of Directors, it is proper so to do.
ARTICLE IV.
STOCKHOLDERS' MEETINGS.
(a) All meetings of the stockholders shall be held either at the
principal office of the Corporation in the State of Delaware, or at such
other place, either within or without the State of Delaware as the Board
of Directors shall determine. The place at which any given meeting shall
be held shall be distinctly specified in the notice of such meeting.
(b) The annual meeting of the stockholders of the Corporation, for
the election of Directors and for the transaction of such other business
as may come before the meeting, shall be held on the second Wednesday in
May of each year, at one o'clock in the afternoon, unless such day shall
fall on a legal holiday, in which event the annual meeting shall be held
on the day following. Such date and time of meeting may be changed by
action of the Board of Directors.
(c) Special meetings of stockholders of the Corporation may be called
only by the Board of Directors pursuant to a
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resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to
the Board for adoption).
(d) If the annual meeting of the stockholders be not held as herein
prescribed, the election of Directors may be held at any meeting
thereafter called pursuant to these By-Laws.
(e) Notice of the annual and of all special meetings of the
stockholders shall be given each holder of stock of the Corporation having
power to vote at such meeting by depositing in the United States mail a
written or printed notice of the same not less than ten nor more than
sixty days prior to the meeting, with postage prepaid, to each such
stockholder of record of the Corporation and addressed to him at his
address as registered upon the books of the Corporation. Except in special
cases where other provision is made by statute, no publication of any
notice of a meeting of stockholders shall be required. Every notice of a
meeting of stockholders shall state the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Notice of any meeting of stockholders shall
not be required to be given to any stockholder who shall attend such
meeting in person or by proxy except a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting was not
lawfully called or convened. Except where otherwise required by statute
for an adjournment exceeding thirty days or if a new record date is fixed
for the adjourned meeting, notice of any adjourned meeting of the
stockholders of the Corporation shall not be required to be given if the
time and place thereof are announced at the meeting which is adjourned.
It shall be the duty of the officer who shall have charge of the
stock ledger of the Corporation to prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at said meeting, arranged in alphabetical order, showing
their addresses of record and the number of shares held by each. Such list
shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the city,
town or
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village where the meeting is to be held and which place shall be
specified in the notice of the meeting, or, if not so specified, at the
place where said meeting is to be held, and the list shall be produced and
kept at the time and place of the meeting during the whole time thereof,
and subject to the inspection of any stockholder who may be present.
(f) The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person, or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of any business except as otherwise
provided by law, by the Certificate of Incorporation or by these By-Laws.
If, however, such majority shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat
present in person or by proxy shall have power to adjourn the meeting from
time to time. At any such adjourned meeting at which the requisite amount
of voting stock shall be represented any business may be transacted which
might have been transacted at the meeting as originally called.
(g) Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.
ARTICLE V.
BOARD OF DIRECTORS.
(a) The management of business and affairs of the Corporation shall
be under the direction of a Board of Directors consisting of not less than
thirteen (13) or more than eighteen (18) persons, the exact number to be
fixed from time to time exclusively by the Board of Directors pursuant to
a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously
authorized directorships at the time of any such resolution is presented
to the Board for adoption). At the 1986 annual meeting of stockholders,
the directors shall be divided into three classes, as nearly equal in
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number as possible, with the term of office of the first class to expire
at the 1987 annual meeting of stockholders, the term of office of the
second class to expire at the 1988 annual meeting of stockholders and the
term of office of the third class to expire at the 1989 annual meeting of
the stockholders. Except as otherwise provided in the Corporation's
Certificate of Incorporation, at each annual meeting of the stockholders
following such initial classification and election, 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 the
stockholders after their election.
(b) Any director of the Corporation may resign at any time by giving
written notice thereof to the Corporation. Such resignation shall take
effect at the time specified therefor, and unless otherwise specified with
respect thereto the acceptance of such resignation shall not be necessary
to make it effective. Subject to the rights of the holders of the
Preferred Stock to elect directors under specified circumstances, any
director, or the entire Board of Directors, may be removed from office at
any time, but only for cause and only by the affirmative vote of the
holders of at least 80 percent of the combined voting power of all of the
then outstanding shares of stock of all classes and series of the
Corporation entitled to vote generally (the "Voting Stock"), voting
together as a single class (it being understood that, for all purposes of
these By-Laws, each share of the Preferred Stock shall have the number of
votes granted to it pursuant to the Corporation's Certificate of
Incorporation or any designation of terms of any class or series of
Preferred Stock made pursuant to the Certificate of Incorporation). The
Corporation must notify the director of the grounds of his impending
removal and the director shall have an opportunity, at the expense of the
Corporation, to present his defense to the stockholders by a statement
which accompanies or precedes the Corporation's solicitation of proxies to
remove him. The term 'entire Board' as used in these By-Laws means the
total number of directors which the Corporation would have if there were
no vacancies.
(c) Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement,
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disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, even though less
than a quorum of the Board of Directors, acting at a regular or special
meeting. If any applicable provision of the Delaware General Corporation
Law expressly confers power on stockholders to fill such a directorship at
a special meeting of stockholders, such a directorship may be filled at
such a meeting only by the affirmative vote of at least 80 percent of the
Voting Stock of the Corporation; provided, however, that when (a) pursuant
to the provision of Article Fourth of the Certificate of Incorporation the
holders of Preferred Stock have the right, and have exercised such right,
to elect directors and (b) The Delaware General Corporation Law expressly
confers on stockholders voting rights as aforesaid, if the directorship to
be filled had been occupied by a director elected by holders of Common
Stock, then such directorship shall be filled by an 80 percent vote as
aforesaid, but if such directorship to be filled had been elected by
holders of Preferred Stock, then such directorship shall be filled by the
majority vote of the holders of Preferred Stock. Any director elected in
accordance with the two preceding sentences shall hold office for the
remainder of the full term of the directors in which the new directorship
was created or the vacancy occurred and until such director's successor
shall have been elected and qualified. No decrease in the authorized
number of directors constituting the entire Board of Directors shall
shorten the term of any incumbent director.
(d) Without prejudice to the general powers conferred by subdivision
(a) of this Article, the Board of Directors shall have and exercise each
and every power granted to them in Article Ninth of the Certificate of
Incorporation of the Corporation.
(e) Regular meetings of the Board of Directors shall be held at such
office or offices, whether within or without the State of Delaware, and at
such times as the Board shall from time to time determine.
Special meetings of the Board of Directors may be called at any time
by the Chief Executive Officer or, if he is incapacitated or unable to
call such meetings, by any member of the Board of Directors. Such meetings
may take place in the office of the Corporation in the State of Delaware
or in such office or offices as the Directors may establish.
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(f) Except as aforesaid, notice of all special meetings of the Board
of Directors shall be given to each Director by five days' service of the
same by telegram, or telephone or letter or personally. Notice of any
special meeting of the Board of Directors shall state the place and hour
of the meeting, but need not state the purposes thereof. Notice of any
meeting of the Board or of any Committee need not be given to any Director
if waived by him in writing, or by telegraph or cable, whether before or
after such meeting be held, or if he shall be present at the meeting; and
any meeting of the Board of Directors or of any Committee shall be a legal
meeting without any notice thereof having been given, if all the members
shall be present thereat. Notice of regular meetings of the Board need not
be given. In the absence of written instructions from a Director
designating some other address, notice shall be sufficiently given if
addressed to him at his usual business address.
(g) Except as provided in clause (c) of this Article, one-third of
the total number of Directors shall constitute a quorum for the
transaction of business at all meetings of the Board of Directors; but
less than a quorum may adjourn the meeting.
(h) Each Director of the Corporation shall be entitled to receive
such fixed sum per meeting of the Board of Directors attended, or such
annual sum, or both, as the Board shall from time to time determine,
together with his expenses of attendance at such meeting.
ARTICLE VI.
STANDING COMMITTEES.
(a) The Board of Directors shall, by resolution adopted by a majority
of the whole Board, designate annually three or more of their number, one
of whom shall be the Chief Executive Officer, to constitute an Executive
Committee which shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it, and shall have and may
exercise in the intervals between the meetings of the Board of Directors
the
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powers of the Board in the management of the business and affairs of
the Corporation (including the power and authority to declare a dividend
and to authorize the issuance of stock) except the power in reference to
amending the Certificate of Incorporation, adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation
or a revocation of a dissolution, or amending the By-Laws of the
Corporation. The Executive Committee shall study and report to the Board
of Directors on such matters as shall be referred to it by the Board or by
the Chairman of the Board or Chief Executive Officer. The Board of
Directors may also designate one or more other Directors as alternate
members of the Executive Committee, who may replace any absent or
disqualified member at any meeting of the Committee. In the absence or
disqualification of a member of the Committee, the member or members
thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another
Director to act at the meeting in the place of any such absent or
disqualified member. Each member of the Executive Committee shall continue
to be a member thereof only during the pleasure of a majority of the whole
Board.
(b) The Board of Directors shall designate the Chairman of the
Executive Committee, who may be any member thereof. In the absence from
any meeting of the Executive Committee of its Chairman, the Committee may
appoint a Chairman of the meeting. At any meeting at which the Executive
Committee may exercise its power to act in intervals between the meetings
of the Board in the management of the business and affairs of the
Corporation, the Secretary of the Corporation shall act as Secretary
thereof. In the absence from any such meeting of the Secretary, and at any
other meeting of the Committee, the Committee may appoint a Secretary of
the meeting.
(c) Meetings of the Executive Committee may be called at the request
of any member of the Committee. Two days' notice of each meeting of the
Executive Committee shall be given by mail, telegraph or telephone or be
delivered personally, to each member of the Committee. Notice of any
meeting need not be given to any
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member of the Executive Committee if waived by him in writing or by
telegraph or cable, whether before or after such meeting be held, or if he
shall be present at the meeting; and any meeting of the Committee shall be
a legal meeting without any notice thereof having been given, if all the
members of the Committee shall be present thereat. In the absence of
written instructions from a member of the Executive Committee designating
some other address, notice shall be sufficiently given if addressed to him
at his usual business address. Subject to the provisions of this Article
VI, the Executive Committee, by resolution of a majority of all of its
members, shall fix its own rules of procedure and shall keep a record of
its proceedings and report them to the Board of Directors at the next
regular meeting thereof after such proceedings shall have been taken. All
such proceedings shall be subject to revision or alteration by the Board
of Directors; provided, however, that third parties shall not be
prejudiced by such revision or alteration.
(d) A quorum of the Executive Committee for the transaction of
business shall consist of not less than one-third of the total number of
members thereof nor less than two members thereof, and the act of a
majority of those present at a meeting at which a quorum is present shall
be the act of the Executive Committee. Less than a quorum may adjourn a
meeting. The members of the Executive Committee shall act only as a
committee, and the individual members shall have no power as such.
(e) Any member of the Executive Committee may resign at any time by
giving written notice to the Chief Executive Officer or to the Secretary
of the Corporation. Such resignation shall take effect at the time
specified in such notice and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
(f) Any vacancy in the Executive Committee shall be filled by the
vote of a majority of the whole Board of Directors.
(g) The members of the Executive Committee shall be entitled to
receive such fees and compensation as the Board of Directors may
determine.
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(h) The Board of Directors may, by resolution adopted by a majority
of the whole Board, also appoint such other standing or temporary
committees from time to time as they may see fit, investing them with all
or any part of their own powers. All committees shall adopt their own
rules of procedure and shall keep regular minutes of their transactions in
books kept in the office of the Corporation, and shall report the same to
the Board of Directors or to the Executive Committee at the various
meetings thereof.
ARTICLE VII.
OFFICERS.
(a) The officers of the Corporation shall be the President, one or
more Vice Presidents, the Secretary and the Treasurer, who shall be
elected by the Board of Directors, and such additional Assistant
Secretaries, Assistant Treasurers, and special subordinate officers as may
from time to time be elected or appointed by the Board of Directors or
appointed by the Chief Executive Officer. A Chairman of the Board and a
Vice Chairman of the Board may be elected by the Board of Directors. The
Board shall designate an officer as the Chief Executive Officer.
Any two of the above offices, not counting the title of Chief
Executive Officer, may be held by the same person.
The Chief Executive Officer shall, if present, preside at all
meetings of the stockholders and at all meetings of the Board of
Directors, provided, however, that if there is a Chairman of the Board who
is not the Chief Executive Officer, the Chairman of the Board, if present,
shall preside at all meetings of the stockholders and the Board of
Directors. The Chief Executive Officer or an officer designated by him
shall make a report on the state of the business of the Corporation at
each annual meeting of stockholders. From time to time, the Chief
Executive Officer or officers designated by him shall report to the
stockholders and to the Board of Directors and to the Executive Committee
all matters within the knowledge of the Chief Executive Officer which in
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judgment the interests of the Corporation may require to be brought
to their notice.
All of the officers of the Corporation shall hold office for one year
and until others are elected or appointed and qualified in their stead,
unless in the election or appointment of the officer it shall be specified
that he holds his office for a shorter period or subject to the pleasure
of the Board of Directors or the Chief Executive Officer.
All vacancies in such offices by resignation, death or otherwise may
be filled by the Board of Directors. In the case of absence or inability
to act of any officer of the Corporation, and of any person herein
authorized to act in his place, the Board of Directors may from time to
time delegate the powers or duties of such officer to any other officer or
any Director or other person whom they may select.
(b) The Chief Executive Officer shall have general and active
supervision and direction over the business and affairs of the Corporation
and over its several officers; subject, however, to the control of the
Board of Directors and of the Executive Committee. He shall see that all
orders and resolutions of the Board of Directors and of the Executive
Committee are carried into effect. He may be ex officio a member of all
standing committees of the Board of Directors, and he shall perform such
other duties as may be assigned to him from time to time by the Board of
Directors or by the Executive Committee.
(c) The Chairman or Vice Chairman of the Board, if elected, shall
perform such duties as from time to time may be assigned by the Board of
Directors or by the Executive Committee.
(d) The President and the Vice Presidents shall perform such duties
as the Board of Directors shall, from time to time, require.
(e) The Treasurer shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation, shall deposit all
moneys and other valuables in the name and to the credit of the
Corporation, in such depositaries as may be directed by the Board of
Directors, shall disburse the funds of the Corporation as may be ordered
by the Board or the Chief
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Executive Officer taking proper vouchers therefor, and shall render
to the Chief Executive Officer and the Directors whenever they may require
it an account of all his transactions as Treasurer and of the financial
condition of the Corporation.
He shall also perform such other duties as the Board of Directors may
from time to time require.
If required by the Board of Directors he shall give the Corporation a
bond in a form and in a sum with surety satisfactory to the Board of
Directors for the faithful performance of the duties of his office and the
restoration to the Corporation in the case of his death, resignation or
removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession belonging to the Corporation.
At the request of the Treasurer, or in his absence or inability to
act, the Assistant Treasurer or, if there be more than one, the Assistant
Treasurer designated by the Treasurer, shall perform the duties of the
Treasurer and when so acting shall have the powers of and be subject to
all the restrictions of the Treasurer. The Assistant Treasurers shall
perform such other duties as may from time to time be assigned to them by
the Chief Executive Officer, the Treasurer or the Board of Directors.
(f) The Secretary shall attend all meetings of the Board of Directors
and of the stockholders and act as Clerk thereof and record all votes and
the minutes of all proceedings in a book to be kept for that purpose, and
shall perform like duties for the standing committees when required.
He shall keep in safe custody the seal of the Corporation and,
whenever authorized by the Board or the Executive Committee, affix the
seal to any instrument requiring the same.
He shall see that proper notice is given of all meetings of the
stockholders of the Corporation and of the Board of Directors and shall
perform such other duties as may be prescribed from time to time by the
Board of Directors or the Chief Executive Officer.
At the request of the Secretary, or in his absence or inability to
act, the Assistant Secretary or, if there be more than one, the Assistant
Secretary designated by the Secretary, shall perform the duties of the
Secretary and when so acting shall have all the powers of and be subject
to all the restrictions of the Secretary. The Assistant Secretaries shall
perform such other duties
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as may from time to time be assigned to them by the Chief Executive
Officer, the Secretary or the Board of Directors.
(g) Any officer of the Corporation may be removed, either with or
without cause, at any time, by resolution adopted by the Board of
Directors at a regular meeting or at a special meeting of the Board called
for that purpose, by any Committee upon whom such power of removal may be
conferred by the Board of Directors or by a superior officer upon whom
such power of removal may be conferred by the Board of Directors.
ARTICLE VIII.
CONTRACTS, CHECKS, NOTES, ETC.
(a) All contracts and agreements authorized by the Board of Directors
or the Executive Committee, and all checks, drafts, notes, bonds, bills of
exchange and orders for the payment of money (including orders for
repetitive or non-repetitive electronic funds transfers) shall, unless
otherwise directed by the Board of Directors, or unless otherwise required
by law, be signed by any two of the following officers: the Chairman of
the Board, the President, any Vice President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary; provided
that in every case at least one such officer shall be the Chairman of the
Board, the President, a Vice President, the Treasurer or the Secretary.
The Board of Directors may, however, notwithstanding the foregoing
provision, by resolution adopted at any meeting, authorize any of said
officers to sign checks, drafts and such orders for the payment of money
singly and without necessity of countersignature, and may designate
officers of the Corporation other than those named above, or different
combinations of such officers, who may, in the name of the Corporation,
execute checks, drafts, and such orders for the payment of money in its
behalf. Further, the Treasurer is authorized to designate to the
Corporation's banks, in writing, individuals employed in the Columbia
Energy Group Service Corporation Cash Management Department, who need not
be officers or employees of the Corporation, to give in the name of the
Corporation telephonic, telegraphic, or electronic transfer instructions
for the payment of
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money, which may, with respect to routine items, include instructions
as to the amount to be transferred, to any bank, pursuant to previously
issued written orders, signed by officers of the Corporation in any manner
provided above, which designate the recipients of such amounts and which
identify what shall be treated as routine items.
(b) Anything in subdivision (a) of this Article VIII to the contrary
notwithstanding, the officers of this Corporation may open in the name of
the Corporation special accounts appropriately designated in which shall
be deposited funds of the Corporation transferred from the Corporation's
other accounts by its checks signed in accordance with the requirements of
subdivision (a) of this Article VIII, but from which special accounts
funds may be disbursed by check, draft, or other instrument of the
Corporation designated as drawn against such special account and signed by
the single signature of any one of the executive officers of the
Corporation authorized by subdivision (a) of this Article VIII to sign
checks, drafts and other instruments of the Corporation or signed by the
single signature of any other person expressly authorized by the Board to
sign checks, drafts and other instruments disbursing funds from such
special accounts.
(c) Anything in subdivision (a) of this Article VIII to the contrary
notwithstanding, (i) bonds, notes, debentures and other evidence of
indebtedness of the Corporation issued under an indenture may be executed
in the name of the Corporation by the facsimile signature, printed,
engraved or otherwise used thereon, of the Chairman of the Board, the
President or any Vice President of the Corporation, and the corporate seal
affixed thereto or impressed, printed, engraved or otherwise reproduced
thereon may be attested by the facsimile signature of the Secretary or an
Assistant Secretary of the Corporation, provided that the indenture
require the same to be authenticated by the trustee under such indenture,
and (ii) interest coupons attached to any such bond, note, debenture or
other evidence of indebtedness may be executed on behalf of the
Corporation by the facsimile signature of the Treasurer of the
Corporation.
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ARTICLE IX.
FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of
January in each year.
ARTICLE X.
AMENDMENT OF BY LAWS.
These By-Laws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice
of the proposed change was given in the notice of the meeting or, in the
case of a meeting of the Board of Directors, in a notice given not less
than two days prior to the meeting; provided, however, that,
notwithstanding any other provisions of these By-Laws or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition
to any affirmative vote of the holders of any particular class or series
of the Voting Stock required by law, the Certificate of Incorporation, any
class or series of Preferred Stock or these By-Laws, the affirmative vote
of at least 80 percent of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized
directorships at the time any such alteration, amendment or repeal is
presented to the Board for adoption), shall be required to alter, amend or
repeal Article IV (c), IV (g), V (a), V (b), V (c), and V (g) of these
By-Laws or this proviso to this Article X of these By-Laws.
ARTICLE XI.
NATIONAL EMERGENCY.
(a) Definition and Application. For the purposes of this Article XI
the term "national emergency" is defined as an emergency situation
resulting from an attack upon the United States, a nuclear disaster within
the United States, a catastrophe, or
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other emergency condition, as a result of which attack, disaster,
catastrophe or emergency condition a quorum of the Board of Directors
cannot readily be convened for action. Persons not directors of the
Corporation may conclusively rely upon a determination by the Board of
Directors of the Corporation, at a meeting held or purporting to be held
pursuant to this Article XII that a national emergency as hereinabove
defined exists regardless of the correctness of such determination made or
purporting to be made as hereinafter provided. During the existence of a
national emergency the provisions of this Article XII shall become
operative, but, to the extent not inconsistent with such provisions, the
other provisions of these By-Laws shall remain in effect during any
national emergency and upon its termination the provisions of this Article
XII shall cease to be operative.
(b) Meetings, etc. When it is determined in good faith by any
director that a national emergency exists, special meetings of the Board
of Directors may be called by such director. The director calling any such
special meeting shall make a reasonable effort to notify all other
directors of the time and place of such special meeting, and such effort
shall be deemed to constitute the giving of notice of such special
meeting, and every director shall be deemed to have waived any
requirement, of law or otherwise, that any other notice of such special
meeting be given. At any such special meeting two directors shall
constitute a quorum for the transaction of business including, without
limiting the generality hereof, the filling of vacancies among directors
and officers of the Corporation and the election of additional Vice
Presidents, Assistant Secretaries and Assistant Treasurers. The act of a
majority of the directors present thereat shall be the act of the Board of
Directors. If at any such special meeting of the Board of Directors there
shall be only one director present, such director present may adjourn the
meeting from time to time until a quorum is obtained, and no further
notice thereof need be given of any such adjournment.
The directors present at any such special meeting shall make
reasonable effort to report any action taken thereat to all absent
directors, but failure to give such report shall not affect the validity
of the action taken at any such meeting. All directors, officers,
employees and agents of, and all persons dealing with, the Corporation, if
acting in good faith, may conclusively rely upon any action taken at any
such special meeting.
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(c) Amendment. The Board of Directors shall have the power to alter,
amend, or repeal any of these By-Laws by the affirmative vote of at least
two-thirds (2/3) of the directors present at any special meeting attended
by two (2) or more directors and held in the manner prescribed in (b) of
this Article, if it is determined in good faith by said two-thirds (2/3)
that such alteration, amendment or repeal would be conducive to the proper
direction of the Corporation's affairs.
(d) Chief Executive Officer. If, during the existence of a national
emergency, the Chief Executive Officer of the Corporation becomes
incapacitated, cannot by reasonable effort be located, or otherwise is
unable or unavailable to perform the duties of his office, an Executive
Vice President of the Corporation, if there be one, is hereby designated
as Chief Executive Officer. The Executive Vice President senior in office,
if there be more than one, shall so serve. If an Executive Vice President
is unable or unavailable to perform the duties of the Chief Executive
Officer of the Corporation, the senior available Vice President shall be
designated as Chief Executive Officer, such seniority to be determined by
the date on which such Vice President was first elected or appointed to
such office. If none of the foregoing officers is able or available to
perform the duties of the Chief Executive Officer, the next senior
available officer of the Corporation is hereby designated as Chief
Executive Officer, such seniority to be determined by the date on which he
was first elected or appointed to serve.
(e) Substitute Directors. To the extent required to constitute a
quorum at any meeting of the Board of Directors during a national
emergency, the officers of the Corporation who are present shall be
deemed, in order of rank of office and within the same rank in order of
election or appointment to such office, directors for such meeting.
I, Secretary of COLUMBIA ENERGY GROUP, hereby certify that the
foregoing constitutes a true and correct copy of the By-Laws of said
Corporation, effective November 18,1987; and
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amended and restated as of January 16, 1998, to reflect the change in
the Corporation's name.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said
Corporation, this day of
/s/ C.M.Afshar
-------------------------
Secretary
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