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EXHIBIT 3.2
AUGUST 12, 1999 AMENDED AND RESTATED
BYLAWS
OF
CONNECTICUT WATER SERVICE, INC.
ARTICLE I
GENERAL
These Bylaws are intended to supplement and implement applicable
provisions of law and of the Certificate of Incorporation of Connecticut Water
Service, Inc. (the "Corporation") with respect to the regulation of the affairs
of the Corporation.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting: Stockholders' meetings shall be held at
the principal office of the Corporation or at such other place, either within or
without the State of Connecticut, as shall be designated in the notice of
meeting.
Section 2. Annual Meeting; Business at Annual Meeting: The annual
meeting of the stockholders shall be held in each year at the place, on the date
and at the hour designated in the call therefor. At such meeting, the
stockholders shall elect the Board of Directors and shall transact such other
business as shall properly be brought before them. At an annual meeting of
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the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors or (c) otherwise properly brought before the meeting by a
stockholder.
For business to properly brought before an annual meeting by a
stockholder, the business must be an appropriate matter to be acted on by the
stockholders at an annual meeting and the stockholder must have given proper and
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received by
the Secretary of the Corporation at the principal executive offices of the
Corporation not later than the close of business on a day which is not less than
one hundred twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting: (a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business a the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. The presiding officer of
an annual meeting shall determine whether such proposal is or is not an
appropriate matter to be acted on by the stockholders at such annual meeting,
and , if the facts warrant that a matter of business was not properly brought
before the meeting in accordance with the provisions of this Article II,
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Section 2, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be acted on
at the meeting.
Section 3. Special Meetings: Subject to Subparagraph 5 of Paragraph B
of Article SEVENTH of the Corporation's Certificate of Incorporation, special
meetings of stockholders of the Corporation may be called by the Board of
Directors pursuant to a resolution adopted by the concurring vote of Directors
holding a majority of the total number of directorships (as defined in Article
IV, Section 1 of these Bylaws) and shall be called upon the written request of
the stockholders who hold at least thirty-five percent (35%) of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting. The general purpose or purposes for which a special meeting is called
shall be stated in the notice thereof, and no other business shall be transacted
at such meeting. No proposal may be brought before a special meeting unless it
is directly related to the business specified in the notice of such meeting and
it is properly brought before such meeting. To be properly brought before a
special meeting, a proposal must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder.
For a proposal to be properly brought by a stockholder before a special
meeting (other than nominations for election of Directors, which shall be
governed by Article II, Section 7 of these Bylaws), the stockholder must have
given proper and timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received by the Secretary of the Corporation at the principal executive
offices of the
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Corporation not later than the close of business on the tenth (10th) day
following the date on which notice of such meeting is first mailed to
stockholders. A stockholder's notice to the Secretary shall set forth as to such
proposal the stockholder proposes to bring before a special meeting: (a) a brief
description of the matter desired to be brought before the special meeting and
the reasons why such proposal is directly related to the business contained in
the notice of meeting; (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such matter; (c) the class and
number of shares of the Corporation which are beneficially owned by the
stockholder; and (d) any material interest of the stockholder in the proposal.
The presiding officer of a special meeting shall determine whether such proposal
is or is not directly related to the business of the meeting as stated in the
notice thereof, and, if the facts warrant that such proposal was not properly
brought before the meting in accordance with the provisions of this Article II,
Section 3, and if he should so determine, he shall so declare to the meeting and
any such proposal not properly brought before the meeting shall not be acted on
at the meeting.
Section 4. Notice of Meeting: Written notice of the date, time and
place of each annual meeting and any special meeting, and in case of a special
meeting, the general purpose or purposes for such meeting, shall be mailed or
delivered, at least ten (10) but not more than sixty (60) days prior to the date
of such meeting, to each stockholder entitled to vote at such a meeting at his
residence or usual place of business, as shown on the records of the
Corporation, provided that any one or more of such stockholders, as to himself
or themselves, may waive such notice in writing or by attendance without protest
at such meeting.
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Section 5. Quorum: The holders of a majority of the shares of the
issued and outstanding stock entitled to vote at a meeting, present either in
person or by proxy, shall constitute a quorum for the transaction of business at
such meeting of the stockholders. If a quorum be not present at such meeting,
the stockholders present in person or by proxy may adjourn to such future time
as shall be agreed upon by them, and notice of such adjournment shall be given
to the stockholders not present or represented at the meeting.
Section 6. Stockholders' Action Without Meeting: Any action which,
under any provision of the Connecticut Business Corporation Act, may be taken at
a meeting of stockholders may be taken without such a meeting if a consent in
writing, setting forth the action so taken or to be taken, is signed severally
or collectively by all of the persons who would be entitled to vote upon such
action at a meeting or by their duly authorized attorneys. The Secretary of the
Corporation shall file such consent or consents with the minutes of the
stockholders' meetings.
Section 7. Advance Notice of Nominations: No person shall be eligible
for election as a Director at any annual or special meeting of stockholders
unless such person was nominated by or at the direction of the Board of
Directors or by any stockholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the following procedures.
A nomination by a stockholder shall be made only if such stockholder has given
proper and timely notice in writing of such stockholder's intent to make such
nomination to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received by the Secretary of the
Corporation at the principal executive offices of the Corporation not later
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than (i) with respect to an election to be held at an annual meeting, and (ii)
with respect to an election to be held at a special meeting of stockholders
called for election of Directors, the close of business on the tenth (10th) day
following the date on which notice of such meeting is first mailed to
stockholders. Each such notice shall set forth: (a) the name and address of the
person or persons to be nominated; (b) the name and address, as they appear on
the Corporation's books, of the stockholder making such nomination; (c) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder; (d) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (e) a description of all arrangements or understandings
between the stockholders and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by the stockholder; (f) such other information regarding each
nominee proposed by the stockholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (g) the consent of each nominee to serve as a Director of the
Corporation if so elected. The presiding officer of the meeting shall determine,
if the facts warrant that such nomination was not made in accordance with the
provisions of this Article II, Section 7, and if he should so determine, he
shall so declare to the meeting and any nominations not properly made shall be
disregarded.
ARTICLE III
SHARES
Share certificates shall be in a form adopted by the Board of Directors
and shall be signed by the President and by the Secretary. Such certificates
shall bear the seal of the Corporation.
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The name of the persons to whom issued, the number of such shares which such
certificate represents, the consideration for which the shares were issued and
the date of issue shall be entered on the Corporation's books.
ARTICLE IV
DIRECTORS
Section 1. Number, Election and Term of Office: The Board of Directors
shall consist of no fewer than nine (9) nor more than fifteen (15) persons
(exclusive of Directors, if any, elected by the holders of one or more series of
Preference Stock, which may at any time be outstanding, voting separately as a
class pursuant to the provisions of the Corporation's within the foregoing
limits exclusively by the Board of Directors pursuant to a resolution adopted by
the Board of Directors. The number of positions of the Board of Directors, as
fixed in accordance with the foregoing, is referred to herein as the "number of
directorships." The Directors shall be classified (exclusively of Directors, if
any, elected by the holders of one or more series of Preference Stock voting
separately as a class) as provided in Article FOURTH of the Corporation's
Certificate of Incorporation, and the term of office of each Director shall be
as provided therein. No Director shall be eligible for re-election as a Director
of the Corporation after such Director shall have attained the age of seventy
(70) and no officer of the Corporation, other than a person who has served as
Chief Executive Officer of the Corporation, shall be eligible for re-election as
a Director of the Corporation after such person shall no longer be an officer of
the Corporation or shall have attained the age of sixty-five (65).
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Section 2. Resignation and Removal of Directors: Any Director of the
Corporation may resign and any Director may be removed from office, but only in
accordance with the provisions of Article FOURTH of the Corporation's
Certificate of Incorporation.
Section 3. Vacancies: Newly created directorships resulting from any
increase in the authorized number of directorships and vacancies on the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by the Board of Directors in
accordance with the provisions of Article FOURTH of the Corporation's
Certificate of Incorporation, and any Director elected to fill any newly created
directorship or vacancy shall hold office for such term as is specified therein.
Section 4. Powers: The property, business and affairs of the
Corporation shall be managed by or under the direction of the directors who may
exercise all power and do all the things that may be done by the Corporation
subject to provisions of law, the statues of the State of Connecticut, the
Certificate of Incorporation, these Bylaws and any vote of the stockholders.
Section 5. Committees: The Board of Directors, by the affirmative vote
of Directors holding a majority of the number of directorships, may appoint from
the Directors an executive committee and such other committees as it may deem
appropriate and may, to the extent permitted by law, delegate to such committees
any of the powers of the Board of Directors. A majority of the committee shall
have the power to act. All committees shall keep full records of their
proceedings and shall report the same to the Board of Directors.
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Section 6. Compensation: The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Directors, or both. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
Section 7. Directors Emeritus: There shall be a class of Directors
Emeritus, eligibility for which shall be limited to those Directors who have
served for thirty (30) or more consecutive years on the Board of Directors of
the Corporation or its predecessor companies and who, by reason of attaining the
age of seventy (70), have become ineligible for further election to the Board of
Directors of the Corporation. Election to the position of Director Emeritus
shall be for life, unless such a person earlier resigns, and shall be effective
upon the affirmative vote of a majority of Directors present at a duly
constituted meeting of the Corporation's Board of Directors. The position of
Director Emeritus shall be in recognition of past contributions to the
Corporation, and any person so elected shall have no duties or responsibilities
to the Corporation. No Director Emeritus shall be entitled to vote on any matter
presented to the Board, nor shall any Director Emeritus be counted for the
purposes of determining a quorum. The Board of Directors by annual resolution
may invite one or more Directors Emeritus to attend Board meetings for the
succeeding twelve (12) months, in which event such person or persons shall be
compensated at the same rate paid to each Director for attendance at such
meetings.
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ARTICLE V
MEETINGS OF DIRECTORS
Section 1. Annual Meetings: A regular meeting of the Board of Directors
shall be held without notice immediately after the annual meeting of
stockholders, or as soon thereafter as convenient. At such meeting, the Board of
Directors shall choose and appoint the officers of the Corporation who shall
hold their offices, subject to prior removal by the Board of Directors, until
the next annual meeting or until their successors are chosen and qualify.
Section 2. Regular Meetings: All other regular meetings of the Board of
Directors may be held without notice at such date, time and place as the Board
of Directors may determine and fix by resolutions.
Section 3. Special Meetings: Special meetings of the Board of Directors
may be held upon call of the President, or upon call of any one (1) or more
Directors.
Section 4. Notice: Written or oral notice of the date, time and place
of all special meetings of the Board of Directors shall be given to each
Director personally or mailed to his/her residence or usual place of business at
least two (2) days prior to the date of the meeting, provided that any one or
more Directors, as to himself or themselves, may waive such notice in writing
before or after a meeting or by attendance without protest at such meeting.
Section 5. Quorum: Directors holding a majority of the number of
directorships shall constitute a quorum. Except as otherwise provided by law,
the Certificate of Incorporation or
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these Bylaws, all questions shall be decided by vote of majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present.
Section 6. Director Participation in Meeting By Telephone: A Director
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment enabling all Directors
participating in the meeting to hear one another, and participation in a meeting
pursuant to this Article V, Section 6 shall constitute presence in person at
such meeting.
Section 7. Directors' Action Without Meeting: If all Directors
severally or collectively consent in writing to any action taken or to be taken
by the Corporation, such action shall be as valid as though it has been
authorized at a meeting of the Board of Directors. The Secretary of the
Corporation shall file such consent or consents with the minutes of the meeting
of the Board of Directors.
ARTICLE VI
OFFICERS
Section 1. Title, Election and Duties: The Board of Directors shall
appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and
such other officers, including a Chairman of the Board, as the Board of
Directors may from time to time deem appropriate. The duties of the officers of
the Corporation shall be such as are specified below and such as usually pertain
to such offices, as well as such as may be prescribed from time to time by the
Board of Directors.
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Section 2. Chairman of the Board: The Chairman shall preside at all
meetings of the stockholders and the Board of Directors and shall perform such
other duties as are properly required of him by the Board of Directors. If
provided by the Board of Directors, the Chairman shall be the chief executive
officer of the Corporation, and as such, the Chairman shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect.
Section 3. President: Unless otherwise provided by the Board of
Directors, the President shall be the chief executive officer of the
Corporation. In the absence of the Chairman or in the event of the Chairman's
liability or refusal to act, the President shall preside at all meetings of the
stockholders and the Board of Directors. If the President is the chief executive
officer of the Corporation, he shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall also perform
such other duties as are properly required of him by the Board of Directors.
Section 4. Vice President: A Vice President shall act in the place of
the President in the event of the absence or incapacity of the President and
shall have such other duties as may from time to time be prescribed by the Board
of Directors.
Section 5. Secretary: The Secretary shall keep the minutes of the
meetings of stockholders and the Board of Directors and shall give notice of all
such meetings as required in
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these Bylaws. He shall have custody of such minutes, the seal of the Corporation
and the stock certificate records of the Corporation, except to the extent some
other person is authorized to have custody and possession thereof by a
resolution by the Board of Directors.
Section 6. Treasurer: The Treasurer shall keep the fiscal accounts of
the Corporation including an account of all moneys received or disbursed.
ARTICLE VII
SEAL
The corporate seal shall consist of a circular disc with the name of
the Corporation and the words "Connecticut" and "Seal" thereon.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended, added to, rescinded or repealed by the
affirmative vote of Directors holding a majority of the authorized directorships
or by the affirmative vote of a majority of the voting power of the shares
entitled to vote thereon, 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 (2) days prior to the meeting;
provided, however, that, notwithstanding any other provisions of these Bylaws or
any provisions of law or the Corporation's Certificate of Incorporation which
might otherwise permit a less vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the Voting
Stock (as that term is defined in Article Fourth of the Corporation's
Certificate of
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Incorporation) required by law, the Corporation's Certificate of Incorporation
or these Bylaws, the affirmative vote of the holders of at least eighty percent
(80%) of the combined voting power of all the then-outstanding shares of the
Voting Stock, voting together as a single class, shall be required to alter,
amend or repeal Section 2, 3, or 7 of Article II of these Bylaws, Section 1, 2,
or 3 of Article IV of these Bylaws or this proviso in this Article VIII.
ARTICLE IX
REFERENCES
Reference in these Bylaws to a provision of the General Statutes of
Connecticut or any provision of Connecticut law set forth in such Statutes is to
such provision of the General Statutes of Connecticut, Revision of 1958, as
amended, or the corresponding provision(s) of any subsequent Connecticut law.
Reference in these Bylaws to a provision of the Connecticut Business Corporation
Act is to such provision of the codification in the Connecticut General Statutes
of the Connecticut Business Corporation Act, as amended, or the corresponding
provision(s) of any subsequent Connecticut law.
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