Exhibit 3.2
MIDDLESEX WATER COMPANY
BY-LAWS
As in Effect October 17, 1991
As Amended December 20, 2005
ARTICLE I
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ANNUAL MEETING
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SECTION 1. The annual meeting of the stockholders for the election of
directors or any meeting of stockholders shall be held at such place and at such
time as may be fixed by the Board of Directors.
SECTION 2. Except as otherwise provided in the Restated Certificate of
Incorporation of the Company a majority of the total number of issued and
outstanding shares of each class of stock, considered separately, entitled to
vote thereat, represented in person or by proxy, shall constitute a quorum for
the transaction of business at any stockholders' meeting of the Company. The
Secretary or officer performing the Secretary's duties shall give notice of
every stockholders' meeting to each stockholder of record on the books of the
Company, entitled to vote at such meeting, by mailing such notice in writing to
his last known post office address at least ten days before the date of such
meeting. Special meetings of the holders of shares of Common Stock, the holders
of shares of Preferred Stock, or the holders of shares of Common Stock and the
holders of shares of Preferred Stock may be called by the President or by the
Board of Directors.
ARTICLE II
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DIRECTORS
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SECTION 1. Except as otherwise provided in the Restated Certificate of
Incorporation of the Company, the Board of Directors shall consist of not less
than five nor more than twelve directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors. The directors of the Company shall be
elected by the holders of shares of Common Stock at the annual meeting of the
Company as hereinafter provided in these By-Laws. Each holder of shares of
Common Stock present in person or by proxy shall be entitled to one vote for
each share thereof standing in his name on the books of the Company.
No person (other than a person nominated by or on behalf of the Board of
Directors) shall be eligible for election as a director at any annual or special
meeting of stockholders unless a written request that his or her name be placed
in nomination is received from a stockholder of record by the Secretary of the
Company not less than 21 days prior to the date fixed for the meeting, together
with the written consent of such person to serve as a director.
Directors shall be at least 21 years of age and, except as hereinafter
provided, not more than 70 years of age. A Director who reaches age 70 during
his/her elected term shall be entitled to serve the balance of such term.
Notwithstanding the foregoing, the Board of Directors, upon recommendation of
the Nominating Committee or such other appropriate Committee, may re-nominate
such Director for election as a Director for an additional term or terms beyond
the term during which such Director reached his/her 70th birthday. The Board of
Directors shall have the right to designate an incumbent director who reaches
the age of 70 years as "director emeritus" and a director so designated shall be
permitted to attend meetings and receive compensation as fixed by the Board of
Directors but shall not be permitted to vote as a director or be counted as a
director for purposes of meeting the requirements of these By-Laws regarding the
number of directors comprising the Company's Board of Directors. The maximum age
limitation of this paragraph shall not apply to any person who is a director of
the Company as of May 23, 1984.
SECTION 2. The directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as
possible, of one-third of the total number of directors constituting the entire
Board of Directors. At each annual meeting of stockholders successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, but in no case shall a
decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in which his
or her term expires and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
The term of a director elected by stockholders to fill a newly created
directorship or other vacancy shall expire at the same time as the terms of the
other directors of the class for which the new directorship is created or in
which the vacancy occurred. Any vacancy on the Board of Directors that results
from an increase in the number of directors and any other vacancy occurring in
the Board of Directors may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director. Any
director so elected by the Board of Directors shall, without regard to the class
in which such vacancy occurred, hold office until the next succeeding annual
meeting of stockholders and until his successor shall be elected and shall
qualify.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock or preference stock issued by the Company
shall have the right, voting separately by class or series, to elect directors
at an annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the applicable terms of the Restated Certificate of Incorporation of the
Company, as amended, and such directors so elected shall not be divided into
classes unless expressly provided by such terms.
SECTION 3. Regular meetings of the Board of Directors shall be held once a
month at such time and place as the Board shall designate.
Special meetings of the Board may be called by the President or by any
three of the directors. Reasonable notice by mail or otherwise shall be given to
each member of the Board of every special meeting thereof.
A majority of the members of the Board shall constitute a quorum for the
transaction of business.
SECTION 4. The Board of Directors shall keep a record of their meetings and
proceedings in a book to be provided for that purpose. They shall make
reasonable rules and regulations consistent with these By-Laws for the guidance
of the officers and management of the affairs of the Company. They may appoint a
Transfer Agent, Registrar, and such other agents as the business of the Company
may require. They may fix the compensation of all officers and employees. They
may declare dividends from the surplus or net profits arising from the business
of the Company whenever they deem it expedient. They may authorize the
appropriate officers to borrow money from time to time and pledge the securities
and property of the Company to secure the payment thereof.
SECTION 5. The affirmative or negative vote of a majority of all members of
the Board of Directors present at a meeting shall decide all matters brought
before the Board for decision, except as otherwise provided in these By-Laws.
Where appropriate communication facilities are reasonably available, any or
all directors shall have the right to be present for such purposes and to
participate in all or any part of a meeting of the Board of Directors or a
committee of the Board by means of conference telephone or any other means of
communication by which all persons participating in the meeting are able to hear
each other.
Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board of Directors or any committee thereof, may be
taken without a meeting if, prior or subsequent to the action, all members of
the Board of Directors or of such committee, as the case may be, consent thereto
in writing and the written consents are filed with the minutes of the
proceedings of the Board of Directors or committee.
ARTICLE III
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COMMITTEES
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SECTION 1. The Board of Directors may appoint regular or special committees
from the Board from time to time as may be required for the proper conduct and
management of the business of the Company. In determining whether to appoint a
regular or special committee and the membership of such committee, the Board
shall consult with the President.
ARTICLE IV
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OFFICERS
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SECTION 1. The officers of the Company shall be a President, Senior Vice
President, one or more Vice Presidents, Secretary, one or more Assistant
Secretaries, Treasurer, and one or more Assistant Treasurers. The Board of
Directors may appoint a Chairman of the Board of Directors from among its
members. The same person may hold more than one office except that no person
shall at the same time hold both offices of President and Secretary. The Board
of Directors may appoint such other officers from time to time as it may decide
to be necessary or desirable to transact the business of the Company and may fix
the term of all officers so appointed.
SECTION 2. The officers of the Company, other than appointive officers,
shall be elected annually by the Board of Directors, and they shall hold office
for the term of one year and until such time as their successors are elected and
qualify.
ARTICLE V
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DUTIES OF OFFICERS
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SECTION 1. In the event that the Board of Directors shall appoint a
Chairman of the Board of Directors as herein provided, he shall preside at all
meetings of the Board of Directors and shall have and exercise such powers and
perform such duties as may be assigned and conferred upon him by the Board of
Directors.
SECTION 2. The President, in the absence of a Chairman of the Board of
Directors, shall preside at the meetings of the Board of Directors and generally
shall direct, supervise, and conduct the business of the Company subject to the
control of the Board of Directors and shall perform all the duties incident to
the Office of President.
SECTION 3. The Senior Vice President and the Vice Presidents shall perform
executive and administrative duties under the direction of the President or
pursuant to instructions of the Board. The Senior Vice President shall perform
all the duties of the President in his absence or disability. Any one of the
Vice Presidents shall perform all the duties of the President in the absence or
disability of both the President and the Senior Vice President.
SECTION 4. The Secretary shall keep minutes of all meetings of the
stockholders and directors of the Company, shall give notice of the time and
place of all such meetings, shall be the custodian of the seal of the Company
and of all the papers and records relating to the general business of the
Company, and under the direction of the President or pursuant to instructions of
the Board of Directors shall perform all the duties incident to the Office of
Secretary.
The Assistant Secretary or Secretaries shall assist the Secretary in the
performance of his duties, and shall exercise and perform his powers and duties
in his absence or disability, and shall also exercise such powers and duties as
may be conferred or required by the Board of Directors or by the President.
SECTION 5. The Treasurer shall be the custodian of all moneys and
securities belonging to the Company. He shall keep a record of accounts of the
Company and shall submit a quarterly report to the Board of Directors showing
the financial condition of the Company, and perform all the duties incident to
the Office of Treasurer.
The Assistant Treasurer or Treasurers shall assist the Treasurer in the
performance of his duties, and shall exercise and perform his powers and duties
in his absence or disability, and shall also exercise such powers and duties as
may be conferred or required by the Board of Directors or by the President.
ARTICLE VI
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INDEMNIFICATION
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SECTION 1. Any present or future director or officer of the Company and any
present or future director or officer of any other corporation serving as such
at the request of the Company because of the Company's interest in such other
corporation, or the legal representative of any such director or officer, shall
be indemnified by the Company against reasonable costs, expenses, (exclusive of
any amount paid or incurred in connection with any action, suit, or proceeding
to which any such director or officer or his legal representative may be a party
by reason of his being or having been such director or officer; provided (1)
said action, suit, or proceeding shall be prosecuted against such director or
officer or against his legal representative to final determination, and it shall
not be finally adjudged in said action, suit, or proceeding that he had been
derelict in the performance of his duties as such director or officer; or (2)
said action, suit, or proceeding
shall be settled or otherwise terminated as against such director or officer or
his legal representative without a final determination on the merits, and it
shall be determined by the Board of Directors (or, at the option of the Board of
Directors, by a disinterested person or persons selected by the Board of
Directors to determine the matter) that said director or officer had not in any
substantial way been derelict in the performance of his duties as charged in
such action, suit, or proceeding. The right of indemnification provided by this
By-Law shall be in addition to and not in restriction or limitation of any other
privilege or power which the Company may have with respect to the
indemnification or reimbursement of directors, officers, or employees.
ARTICLE VII
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CAPITAL STOCK
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SECTION 1. Certificates of stock of the Company shall be numbered
consecutively in the order of issue. They shall be signed by the President or a
Vice President and the Treasurer or Assistant Treasurer.
SECTION 2. Such certificates may, in addition to the foregoing, be signed
by a transfer agent or an assistant Transfer Agent or by a transfer clerk on
behalf of the Company, who shall have been duly appointed for the purpose by the
Board of Directors. When such certificates are signed by a transfer agent or an
assistant transfer agent or by a transfer clerk on behalf of the Company, the
signature of the President, Vice President, Treasurer, or Assistant Treasurer
upon any such certificate may be affixed by engraving, lithograving, or printing
thereon a facsimile of such signature, in lieu of manual signature, and such
facsimile signature so engraved, lithographed, or printed thereon shall have the
same force and effect as if such officer had manually signed the same.
SECTION 3. In case any officer who has signed, or whose facsimile signature
has been affixed to, any such certificate shall cease to be such officer before
such certificate shall have been delivered by the Company, such certificate may
nevertheless be issued and delivered as though the person who signed such
certificate, or whose facsimile signature has been affixed thereto, had not
ceased to be such officer of the Company.
SECTION 4. Transfers of stock may be made at any time by the holders
thereof in person, or by their representatives, or by power of attorney duly
executed, except when the transfer books shall be closed; but no transfer shall
be valid until entered in the proper form on the books of the Company.
ARTICLE VIII
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RECORD KEEPING
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SECTION 1. The books, papers, and records relating to the general business
of the Company shall be in the custody of the Secretary and shall be open to
inspection by the directors and stockholders at all reasonable times.
SECTION 2. The books, papers, and records relating to the financial affairs
of the Company shall be in the custody of the Treasurer and shall be open to
inspection by the directors and stockholders at all reasonable times.
SECTION 3. The books, papers, and records relating to the operation of the
Company shall be in the custody of the President or his designate and shall be
open to inspection by the directors and stockholders at all reasonable times.
ARTICLE IX
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FISCAL YEAR
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SECTION 1. The fiscal year of the Company shall begin on the first day of
January of each year.
ARTICLE X
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SEAL
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SECTION 1. The seal of the Company shall be circular in form, and shall
have inscribed thereon the following words and figures "MIDDLESEX WATER COMPANY
1897".
ARTICLE XI
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CHECKS, NOTES, AND CONTRACTS
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SECTION 1. All checks for the payment of funds of the Company and all notes
and drafts shall be signed by such officer or officers of the Company or such
other person as the directors may from time to time by resolution designate.
SECTION 2. Contracts and other obligations of the Company, excepting those
mentioned in Section 1 of this Article, shall be signed by the President or a
Vice President and attested to by the Secretary or Assistant Secretary, or
Treasurer or Assistant Treasurer, and the corporate seal shall be thereto
affixed.
SECTION 3. No contract between this Company and any other company shall be
affected or invalidated by the fact that a director or officer of this Company
has a financial interest in or is a director, officer, partner, or proprietor of
such other company. No such contract shall be entered into unless authorized by
a majority of the directors present at a meeting and not affected personally by
the contract as being in the best interest of the Company. Bids shall be
solicited, whenever practicable, before any such contract involving construction
services shall be entered into by the Company.
ARTICLE XII
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PREEMPTIVE RIGHTS OF STOCKHOLDERS
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SECTION 1. No stockholder of any class of stock of the Company shall have
any preemptive or other right, as stockholder, to subscribe for, purchase, or
receive any proportionate or other share of the capital stock of the Company, or
any obligation of security convertible into such capital stock, or any rights or
options of the Company to purchase or receive such capital stock or obligations
or securities which the Company may issue or sell, whether out of the number of
shares authorized by the Company's Restated Certificate of Incorporation as
amended from time to time, or out of the shares of the Company acquired by the
Company itself after the issuance thereof.
All such capital stock, obligations or securities, rights, or options may
(to the extent otherwise permitted by law) be issued and disposed of by the
Board of Directors as and when it may determine, free of any such right, whether
to stockholders or to such other persons, firms, corporations, or associations
and for such lawful consideration, and upon such terms and conditions as the
said Board in its absolute discretion may deem advisable.
ARTICLE XIII
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RECORD DATE
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SECTION 1. The Board of Directors may fix, in advance, a date not exceeding
fifty days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment of
any such dividend, or any such allotment or rights, or to exercise the rights in
respect to any such change, conversion, or exchange of capital stock, and in
such case only stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting, or to receive payment of such
dividend, or allotment of rights or exercise of such rights, as the case may be,
and notwithstanding any transfer of any stock on the books of the Company after
any such record date fixed as aforesaid.
ARTICLE XIV
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AMENDMENTS
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SECTION 1. These By-Laws may be altered or amended or supplemented or
repealed by the Board of Directors at any regular or special meeting by a vote
of two-thirds of the members present and constituting a quorum, provided, that
written notice containing a copy of the proposed alteration, amendment,
supplement, or repeal be given to each director at least five days prior to the
meeting at which the proposal is to be acted upon.
SECTION 2. The holders of shares of Common Stock, by the concurrent vote of
two-thirds of all such shares issued and outstanding, may alter, amend,
supplement or repeal these By-Laws.