EXHIBIT 3.4
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NISOURCE INC.
AMENDED AND RESTATED
BY-LAWS
Effective November 1, 2000
AMENDED AND RESTATED
BY-LAWS
OF
NISOURCE INC.
ARTICLE I
SEAL
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The corporate seal of the Corporation shall consist of a metallic
stamp circular in form, bearing in its center the figures "2000" and
the words "Incorporated" and "Delaware" and on the outer edge the name
of the Corporation.
ARTICLE II
OFFICES
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The location of the Corporation's principal office shall be at
801 East 86th Avenue, in the Town of Merrillville, County of Lake, in
the State of Indiana.
The Corporation may, in addition to its principal office in the
State of Indiana, 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
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Every stockholder shall be entitled to have a certificate, signed
by, or in the name of the Corporation by, the Chairman, 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 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 canceled.
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, 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
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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
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(a) All meetings of the stockholders shall be held at such
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 April of each year, at ten o'clock in the morning, 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 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 is 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
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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 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.
(h) At any annual or special meeting of stockholders, proposals
by stockholders and persons nominated for election as directors by
stockholders shall be considered only if advance notice thereof has
been timely given as provided herein and such proposals or nominations
are otherwise proper for consideration under applicable law and the
Certificate of Incorporation and By-Laws of the Corporation. Notice
of any proposal to be presented by any stockholder or of the name of
any person to be nominated by any stockholder for election as a
director of the Corporation at any meeting of stockholders shall be
delivered to the Secretary of the Corporation at its principal
executive office not less than 60 nor more than 90 days prior to the
date of the meeting; provided, however, that if the date of the
meeting is first publicly announced or disclosed (in a public filing
or otherwise) less than 70 days prior to the date of the meeting, such
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advance notice shall be given not more than ten days after such date
is first so announced or disclosed. Public notice shall be deemed to
have been given more than 70 days in advance of the annual meeting if
the Corporation shall have previously disclosed, in these By-Laws or
otherwise, that the annual meeting in each year is to be held on a
determinable date, unless and until the Board determines to hold the
meeting on a different date. Any stockholder who gives notice of any
such proposal shall deliver therewith the text of the proposal to be
presented and a brief written statement of the reasons why such
stockholder favors the proposal and setting forth such stockholder's
name and address, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such stockholder and
any material interest of such stockholder in the proposal (other than
as a stockholder). Any stockholder desiring to nominate any person
for election as a director of the Corporation shall deliver with such
notice a statement in writing setting forth the name of the person to
be nominated, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such person, the
information regarding such person required by paragraphs (a), (e) and
(f) of Item 401 of Regulation S K adopted by the U.S. Securities and
Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the U.S. Securities and Exchange Commission
applicable to the Corporation), such person's signed consent to serve
as a director of the Corporation if elected, such stockholder's name
and address and the number and class of all shares of each class of
stock of the Corporation beneficially owned by such stockholder. As
used herein, shares "beneficially owned" shall mean all shares as to
which such person, together with such person's affiliates and
associates (as defined in Rule 12b 2 under the Securities Exchange Act
of 1934), may be deemed to beneficially own pursuant to Rules 13d 3
and 13d 5 under the Securities Exchange Act of 1934, as well as all
shares as to which such person, together with such person's affiliates
and associates, has the right to become the beneficial owner pursuant
to any agreement or understanding, or upon the exercise of warrants,
options or rights to convert or exchange (whether such rights are
exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in
addition to making any other determinations that may be appropriate to
the conduct of the meeting, shall determine whether such notice has
been duly given and shall direct that proposals and nominees not be
considered if such notice has not been given.
ARTICLE V
BOARD OF DIRECTORS
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(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 nine (9) or more than twelve (12) persons, the exact number
to be fixed from time to time exclusively by the Board of Directors
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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). The Directors shall be
divided into three classes, as nearly equal in number as possible,
with the term of office of the first class to expire at the 2001
annual meeting of stockholders, the term of office of the second class
to expire at the 2002 annual meeting of stockholders and the term of
office of the third class to expire at the 2003 annual meeting of
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,
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,
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however, that when (a) pursuant to the provisions of Article IV 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 VI 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.
(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, a majority
of the total number of Directors shall constitute a quorum for the
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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
COMMITTEES
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(a) The Board of Directors may from time to time, in its
discretion, by resolution passed by a majority of the Board,
designate, and appoint, from the directors committees of one or more
persons which shall have and may exercise such lawfully delegable
powers and duties conferred or authorized by the resolutions of
designation and appointment. The Board of Directors shall have power
at any time to change the members of any such committee, to fill
vacancies, and to discharge any such committee.
(b) Unless the Board of Directors shall provide otherwise, the
presence of one-half of the total membership of any committee of the
Board of Directors shall constitute a quorum for the transaction of
business at any meeting of such committee and the act of a majority of
those present shall be necessary and sufficient for the taking of any
action thereat.
(c) Notwithstanding the provisions of clause (a) of this
Article, the Merger Committee of the Board of Directors that was
designated and appointed in October 2000, prior to the increase in the
number of Directors effected by amendment and restatement of the
Corporation's Certificate of Incorporation and these By-Laws, shall
remain a committee of the Board of Directors until December 31, 2000
with the powers, duties and membership authorized in the resolutions
designating and appointing that committee.
ARTICLE VII
OFFICERS
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(a) The officers of the Corporation shall be the President, the
Presidents of the Corporation's Business Segments, one or more Vice
Presidents, the Secretary, and the Treasurer, who shall be elected by
the Board of Directors, and may include the Controller, 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 and a Vice Chairman may be elected by the Board of
Directors. The Board shall designate an officer as the Chief
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Executive Officer.
Any two of the above offices may be held by the same person
except those of Chairman, Chief Executive Officer or President, and
Secretary.
The Chairman shall, if present, preside at all meetings of the
stockholders and at all meetings of the Board of Directors. If the
Chairman is not present, the Vice Chairman shall preside at all
meetings of the stockholders and the Board of Directors. The Chief
Executive Officer or an officer designated by the Chief Executive
Officer shall make a report on the state of the business of the
Corporation at each annual meeting of stockholders.
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. The Chief Executive Officer shall
see that all orders and resolutions of the Board of Directors are
carried into effect. The Chief Executive Officer shall perform such
other duties as from time to time may be assigned by the Board of
Directors.
(c) The Chairman, if elected, shall perform such duties as from
time to time may be assigned by the Board of Directors.
(d) The Vice Chairman, if elected, shall perform such duties as
from time to time may be assigned by the Chairman, the Chief Executive
Officer, the Board of Directors or these By-Laws. In the absence or
the inability to act of the Chairman and the Chief Executive Officer,
the Vice Chairman shall perform the duties of the Chairman and Chief
Executive Officer and when so acting shall have all the powers of and
be subject to all the restrictions upon the Chairman and Chief
Executive Officer.
(e) The President, the Presidents of the Corporation's Business
Segments and the Vice Presidents shall perform such duties as the
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Chairman, the Chief Executive Officer or the Board of Directors shall,
from time to time, require.
(f) The Treasurer shall have charge and be responsible for
keeping full and accurate accounts of receipts and disbursements in
books belonging to the Corporation, depositing 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, disbursing
the funds of the Corporation as may be ordered by the Board of
Directors or the Chief Executive Officer taking proper vouchers
therefor and rendering 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.
The Treasurer shall also perform such other duties as the Board
of Directors may from time to time require. If required by the Board
of Directors, the Treasurer 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 the office of Treasurer
and the restoration to the Corporation in the case of the officer's
death, resignation or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the officer's
possession belonging to the Corporation.
At the request of the Treasurer, or in the Treasurer's 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.
(g) 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.
The Secretary shall keep in safe custody the seal of the
Corporation and, whenever authorized by the Board, affix the seal to
any instrument requiring the same.
The Secretary 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 the Secretary's absence or
inability to act, the Assistant Secretary or, if there be more than
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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 as may from
time to time be assigned to them by the Chief Executive Officer, the
Secretary or the Board of Directors.
(h) 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.
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(a) All contracts and agreements authorized by the Board of
Directors shall, unless otherwise directed by the Board of Directors,
or unless otherwise required by law, be signed by any one of the
following officers: the Chairman, the Vice Chairman, the President,
any President of a Business Segment, any Vice President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant
Secretary, any other person authorized by a resolution of the Board of
Directors, and any other person authorized by the Chairman, as
evidenced by a written instrument of delegation. Any such
authorization by the Board of Directors or the Chairman shall remain
in effect until rescinded by action of the Board of Directors or (in
the case of a delegation by the Chairman) by the Chairman and, where
it identifies the authorized signatory by office rather than by name,
shall not be rescinded solely by virtue of a change in the person
holding that office or a temporary vacancy in that office. 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) may be signed by any one of the Chairman,
the Vice Chairman, the President, any President of a Business Segment,
any Vice President, the Treasurer, any Assistant Treasurer or the
Controller or in such manner as shall from time to time be determined
by resolution of the Board of Directors. Further, the Treasurer is
authorized to designate to the Corporation's banks, in writing,
individuals employed in the NiSource Corporate Services Company, 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 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.
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(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, the Vice Chairman, the President, any President of a
Business Segment, any Vice President, the Treasurer or any Assistant
Treasurer 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 or any Assistant Treasurer
of the Corporation.
ARTICLE IX
FISCAL YEAR
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The fiscal year of the Corporation shall begin on the first day
of January in each year.
ARTICLE X
AMENDMENT OF BY LAWS
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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
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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.
I, _________________________, Secretary of NISOURCE INC., hereby
certify that the foregoing constitutes a true and correct copy of the
By-Laws of said Corporation, amended and restated as of
______________________, _____.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of
said Corporation, this ____ day of ____________, _______.
/s/ _____________________
Secretary
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