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Exhibit 3.3
BYLAWS
of
CONNECTICUT WATER SERVICE, INC.
ARTICLE I
GENERAL
These Bylaws are intended supplement and implement applicable
provisions of law and of the Certificate of Incorporation of the Corporation
with respect to the regulation of the affairs of this 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 the
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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 be properly brought before a 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
that 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 at 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
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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
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 Article Fourth, Section
5 of the Corporation's Certificate of Incorporation, special meetings of
stockholders of the Corporation may be called only 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. 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 brought before the
meeting by or at the
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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 a timely 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
the tenth 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
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warrant, that such proposal was not properly brought before the meeting in
accordance with the provisions of this 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 seven days prior to the date of such meeting, to
each stockholder entitled to vote at a such meeting at his residence or usual
place of business, as shown on the records of the Corporation, provided that
anyone or more of such stockholders, as to himself or themselves, may waive
such notice in writing or by attendance without protest at such meeting.
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.
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SECTION 6. Stockholders' Action Without Meeting:
Any action which, under any provision of the Connecticut Stock Corporation Act,
may be taken at a meeting of stockholders may be taken without such a meeting
if 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 had 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 than (i) with respect to an election to be held at an
annual meeting of stockholders, the close of business on a day which is not
less that 120 days prior to the
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anniversary date of the immediately preceding annual meeting, and (ii) with
respect to an election to be held at a special meeting of stockholders called
for the election of directors, the close of business on the tenth 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 persons
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
stockholder 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 provision of this Section 7, and if he should so determine,
he shall so declare to
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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. 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 or more than fifteen
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
Certificate of Incorporation applicable thereto), the exact number to be fixed
from time to time 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
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Directors, as fixed in accordance with the foregoing, is referred to herein as
the "number of directorships." The directors shall be classified (exclusive 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 Fifth 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 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 65.
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 Fifth 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
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from office or other cause shall be filled by the Board of Directors in
accordance with the provisions of Article Fifth 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 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 statutes 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 committee 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.
SECTION 6. Compensation: The Directors may be paid their
expenses, if any, of attendance of each meeting of the Board of Directors and
may be paid a fixed sum for attendance at
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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 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, 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. The Board of Directors by annual resolution may
invite one or more Directors Emeritus to attend Board meetings for the
succeeding twelve months, in which event such person or persons shall be
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compensated at the same rate paid to each Director for attendance at such
meetings.
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 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
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residence or usual place of business at least two 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 or these Bylaws, all questions shall be decided by vote of a 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 section shall constitute presence in person at such
meeting.
SECTION 7. Directors' Action Without Meeting: If all the
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
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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 as the 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.
SECTION 2. President: The President shall preside at all
meetings of the Board of Directors and stockholders, shall have general charge
and direction of the business of the Corporation and shall perform such other
duties as are properly required of him by the Board of Directors.
SECTION 3. 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 4. Secretary: The Secretary shall keep the minutes
of the meetings of stockholders and the Board of
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Directors and shall give notice of all such meetings as required in 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 5. 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
INDEMNIFICATION OF STOCKHOLDERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS AND OTHERS
The Corporation shall, to the fullest extent permitted by and in
accordance with the Connecticut Stock Corporation Act, indemnify each person
who is or was a stockholder, director, officer, employee or agent of the
Corporation and each other person who may be entitled to indemnification under
said Act.
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ARTICLE IX
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 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 Fifth of the Corporation's
Certificate of Incorporation) required by law, the Corporation's Certificate of
Incorporation or these Bylaws, the affirmative vote of the holders of at least
80 percent 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 Sections 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
IX.
As amended January 18, 1995.