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EXHIBIT 3.2
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 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
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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 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
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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
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 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.
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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.
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.
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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
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 the
meeting and any nominations not properly made shall be disregarded.
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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
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
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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 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/or 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.
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
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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 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 Article V, Section 6 shall constitute presence in person at
such meeting.
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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 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 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.
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 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
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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
[RESERVED]
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 (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 Fifth 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 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.
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.