BYLAWS
OF
VIRGINIA ELECTRIC AND POWER COMPANY
As amended and in effect on December 31, 1994
TABLE OF CONTENTS
Article Page
I Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
II Shareholders' Meetings . . . . . . . . . . . . . . . . . . . . .1
III Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . .1
IV Special Meetings . . . . . . . . . . . . . . . . . . . . . . . .1
V Notice of Shareholders' Meetings and Voting
Lists. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
VI Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . .3
VII Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
VIII Proxy and Voting . . . . . . . . . . . . . . . . . . . . . . . .4
IX Board of Directors . . . . . . . . . . . . . . . . . . . . . . .4
X Powers of Directors. . . . . . . . . . . . . . . . . . . . . . .4
XI Executive and Other Committees . . . . . . . . . . . . . . . . .5
XII Meetings of Directors and Quorum . . . . . . . . . . . . . . . .5
XIII Action Without a Meeting . . . . . . . . . . . . . . . . . . . .7
XIV Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
XV Eligibility of Officers. . . . . . . . . . . . . . . . . . . . .7
XVI Chairman of the Board of Directors and
President. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
XVII Vice Presidents. . . . . . . . . . . . . . . . . . . . . . . . .8
XVIII Corporate Secretary. . . . . . . . . . . . . . . . . . . . . . .9
XIX Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
XX Controller . . . . . . . . . . . . . . . . . . . . . . . . . . 10
XXI Resignations and Removals. . . . . . . . . . . . . . . . . . . 10
XXII Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
XXIII Certificates for Shares. . . . . . . . . . . . . . . . . . . . 11
XXIV Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . 11
XXV Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . 12
XXVI Voting of Shares Held. . . . . . . . . . . . . . . . . . . . . 12
XXVII Bonds, Debentures and Notes Issued Under an
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
XXVIII Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . 13
XXIX Emergency Bylaws . . . . . . . . . . . . . . . . . . . . . . . 13
BYLAWS
OF
VIRGINIA ELECTRIC AND POWER COMPANY
ARTICLE I.
Name.
The name of the Corporation is Virginia Electric and Power Company.
ARTICLE II.
Shareholders' Meetings.
All meetings of the Shareholders shall be held at such place, within or
without of the Commonwealth, as provided in the notice of the meeting given
pursuant to Article V. If the Chairman of the Board of Directors determines
that the holding of any meeting at the place named in the notice might be
hazardous, he may cause it to be held at some other place deemed by him
suitable and convenient, upon arranging notice to Shareholders who attend at
the first place and reasonable opportunity for them to proceed to the new
place.
ARTICLE III.
Annual Meeting.
The Annual Meeting of the Shareholders shall be held on the third Friday
in April in each year if not a legal holiday, and if a legal holiday then on
the next succeeding Friday not a legal holiday. In the event that such Annual
Meeting is omitted by oversight or otherwise on the date herein provided for,
the Board of Directors shall cause a meeting in lieu thereof to be held as
soon thereafter as conveniently may be, and any business transacted or
elections held at such meeting shall be as valid as if transacted or held at
the Annual Meeting. Such subsequent meeting shall be called in the same
manner as provided for Special Shareholders' Meetings.
ARTICLE IV.
Special Meetings.
Special Meetings of the Shareholders shall be held whenever called by the
Chairman of the Board of Directors, the President, or a majority of the
Directors or in accordance with the provisions of Article III of the Articles
of Incorporation. Special Meetings of the Shareholders shall also be held
following the accrual or termination of voting rights of the Preferred Stock,
whenever requested to be called in the manner provided in Article III of the
Articles of Incorporation.
ARTICLE V.
Notice of Shareholders' Meetings and Voting Lists.
Written notice stating the place, day and hour of each Shareholders'
Meeting and the purpose or purposes for which the meeting is called shall be
given not less than 10 nor more than 60 days before the date of the meeting,
or such longer period as is specified below, by, or at the direction of, the
Board of Directors or its Chairman, the President or any Vice President or the
Corporate Secretary or any Assistant Corporate Secretary, by hand or by mail,
to each Shareholder of record entitled to vote at the meeting, at his or her
registered address and the person giving such notice shall make affidavit in
relation thereto. Such notice shall be deemed to be given when deposited in
the United States mails addressed to the Shareholder at his address as it
appears on the stock transfer books, with postage thereon prepaid or when hand
delivered at said address.
Notice of a Shareholders' Meeting to act on an amendment of the Articles
of Incorporation, on a plan of merger or share exchange, on a proposed
dissolution of the Corporation or on a proposed sale, lease or exchange, or
other disposition, of all, or substantially all, of the property of the
Corporation otherwise than in the usual and regular course of business, shall
be given in the manner provided above, not less than 25 nor more than 60 days
before the date of the meeting. Any notice of a Shareholders' Meeting to act
on an amendment of the Articles of Incorporation, a plan of merger or share
exchange or a proposed sale, lease or exchange, or other disposition of all,
or substantially all, of the property of the Corporation otherwise than in the
usual and regular course of business shall be accompanied by a copy of the
proposed amendment, plan of merger or exchange or agreement effecting the
disposition of assets.
Any meeting at which all Shareholders having voting power in respect of
the business to be transacted thereat are present, either in person or by
proxy, or of which those not present waive notice in writing, whether before
or after the meeting, shall be a legal meeting for the transaction of business
notwithstanding that notice has not been given as hereinbefore provided.
The officer or agent having charge of the share transfer books of the
Corporation shall make, at least 10 days before each meeting of Shareholders,
a complete list of the Shareholders entitled to vote at such meeting or any
adjournment thereof, with the address of and number of shares held by each.
The list shall be arranged by voting group and within each voting group by
class or series of shares. Such list, for a period of 10 days prior to such
meeting, shall be kept on file at the principal office of the Corporation.
Any person who shall have been a Shareholder of record for at least 6 months
immediately preceding his demand or who shall be the holder of record of at
least 5% of all the outstanding shares of the Corporation, upon demand stating
with reasonable particularity the purpose thereof, shall have the right to
inspect such list, in person, for any proper purpose if such list is directly
connected with such purpose, during usual business hours within the period of
10 days prior to the meeting. Such list shall also be produced at the time
and place of the meeting and shall be subject to the inspection of any
Shareholder during the whole time of the meeting for the purposes thereof.
ARTICLE VI.
Waiver of Notice.
Notice of any Shareholders' Meeting may be waived by any Shareholder,
whether before or after the date of the meeting. Such waiver of notice shall
be in writing, signed by the Shareholder and delivered to the Corporate
Secretary. Any Shareholder who attends a meeting shall be deemed to have
waived objection to lack of notice or defective notice of the meeting, unless
the Shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting and shall be deemed to have waived
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
Shareholder objects to considering the matter when it is presented.
ARTICLE VII.
Quorum.
At any meeting of the Shareholders, a majority in number of votes of all
the shares issued and outstanding having voting power in respect of the
business to be transacted thereat, represented by such Shareholders of record
in person or by proxy, shall constitute a quorum, but a lesser interest may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice. When a quorum is present at any meeting, a majority
vote represented thereat shall decide any question brought before such
meeting, unless the question is one upon which by express provision of law or
of the Articles of Incorporation or of these Bylaws a larger or different vote
is required, in which case such express provision shall govern and control the
decision of such question. The provisions of this Article are, however,
subject to the provisions of Article III of the Articles of Incorporation.
ARTICLE VIII.
Proxy and Voting.
Shareholders of record entitled to vote may vote at any meeting held, in
person or by proxy executed in writing by the Shareholder or by his duly
authorized attorney-in-fact, which shall be filed with the Corporate Secretary
of the meeting before being voted. A proxy shall designate only one person as
proxy, except that proxies executed pursuant to a general solicitation of
proxies may designate one or more persons as proxies. Proxies shall entitle
the holders thereof to vote at any adjournment of the meeting, but shall not
be valid after the final adjournment thereof. No proxy shall be valid after
11 months from its date unless the appointment form expressly provides for a
longer period of validity. Shareholders entitled to vote may also be
represented by an agent personally present, duly designated by power of
attorney, with or without power of substitution, and such power of attorney
shall be produced at the meeting on request. Each holder of record of stock
of any class shall, as to all matters in respect of which stock of any class
has voting power, be entitled to one vote for each share of stock of such
class standing in his name on the books.
ARTICLE IX.
Board of Directors.
A Board of Directors shall be chosen by ballot at the Annual Meeting of
the Shareholders or at any meeting held in lieu thereof as herein before
provided in Article III. The number of Directors may be fixed from time to
time by resolution of the Board of Directors but shall not be less than six
nor more than thirteen. Except as otherwise provided in Article XXI hereof,
each Director shall serve until the next Annual Meeting of Shareholders and
until his successor is duly elected and qualified or until the number of
Directors is decreased. The foregoing provisions are, however, subject to
Article III of the Articles of Incorporation, if and whenever the same may
become applicable by the accrual of voting rights to the Preferred Stock.
ARTICLE X.
Powers of Directors.
All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors, subject to any limitation set forth in
the Articles of Incorporation and so far as this delegation of authority is
not inconsistent with the laws of the Commonwealth of Virginia, with the
Articles of Incorporation or with these Bylaws.
ARTICLE XI.
Executive and Other Committees.
The Board of Directors, by resolution passed by a majority of the whole
Board, may designate two or more of its number to constitute an Executive
Committee. If a quorum is present, the Committee may act upon the affirmative
vote of a majority of the Committee members present. When the Board of
Directors is not in session, the Executive Committee shall have and may
exercise all of the authority of the Board of Directors except that the
Executive Committee shall not (i) approve or recommend to Shareholders action
that Virginia law requires to be approved by Shareholders; (ii) fill vacancies
on the Board of Directors or any of its Committees or elect officers; (iii)
Amend Articles of Incorporation other than as permitted by statute; (iv)
adopt, amend or repeal these Bylaws; (v) approve a plan of merger not
requiring Shareholder approval; (vi) authorize or approve a distribution,
except according to a general formula or method prescribed by the Board of
Directors; or (vii) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a class or series of shares, except that the Board of
Directors may authorize the Executive Committee to do so within limits
specifically prescribed by the Board of Directors. If the Executive Committee
is created for any designated purpose, its authority shall be limited to such
purpose. The Executive Committee shall report its action to the Board of
Directors. Regular and special meetings of the Executive Committee may be
called and held subject to the same requirements with respect to time, place
and notice as are specified in these Bylaws for regular and special meetings
of the Board of Directors. Members of the Executive Committee shall receive
such compensation for attendance at meetings as may be fixed by the Board of
Directors.
The Board of Directors, by resolution passed by a majority of the whole
board, may designate four of its number to constitute a Nominating Committee
to nominate future members of the Board of Directors. Such Nominating
Committee shall act to ensure that a majority of the membership of the boards
of directors of the Corporation and Dominion Resources, Inc. will be comprised
of directors of bothe corporations.
The Board of Directors likewise may appoint from their number other
Committees from time to time, the number composing such Committees and the
power conferred upon the same to be subject to the foregoing exceptions for an
Executive Committee but otherwise as determined by vote of the Board of
Directors.
ARTICLE XII.
Meetings of Directors and Quorum.
Regular Meetings of the Board of Directors may be held at such places
within or without the Commonwealth of Virginia and at such times as the Board
by vote may determine from time to time, and if so determined no notice
thereof need be given. Special Meetings of the Board of Directors may be held
at any time or place either within or without the Commonwealth of Virginia,
whenever called by the Chairman of the Board of Directors, the President, any
Vice President, the Corporate Secretary, or three or more Directors, notice
thereof being given to each Director by the Corporate Secretary or an
Assistant Corporate Secretary, the Directors or the officer calling the
meeting, or at any time without formal notice provided all the Directors are
present or those not present waive notice thereof. Notice of Special
Meetings, stating the time and place thereof, shall be given by mailing the
same to each Director at his residence or business address at least two days
before the meeting, or by delivering the same to him personally or telephoning
the same to him at his residence or business address at least one day before
the meeting, unless, in case of exigency, the Chairmanof the Board of
Directors or the President shall prescribe a shorter notice to be given
personally or by telephoning each Director at his residence or business
address.
A written waiver of notice signed by the Director entitled to such
notice, whether before or after the date of the meeting, shall be equivalent
to the giving of such notice. A Director who attends or participates in a
meeting shall be deemed to have waived timely and proper notice of the meeting
unless the Director, at the beginning of the meeting or promptly upon his
arrival, objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
A majority of the number of Directors fixed at the time in accordance
with the Bylaws shall constitute a quorum for the transaction of business, but
a lesser number may adjourn any meeting from time to time, and the meeting may
be held without further notice. The foregoing provision is, however, subject
to Article III of the Articles of Incorporation. When a quorum is present at
any meeting, a majority of the members present thereat shall decide any
question brought before such meeting, except as otherwise provided by law, by
the Articles of Incorporation or by these Bylaws.
ARTICLE XIII.
Action Without a Meeting.
Any action required to be taken at a meeting of the Directors, or any
action which may be taken at a meeting of the Directors or of a Committee, may
be taken without a meeting if a consent in writing (which may be in any number
of counterparts), setting forth the action so to be taken, shall be signed by
all of the Directors, or all of the members of the Committee, as the case may
be, either before or after such action is taken. Such consent shall have the
same force and effect as a unanimous vote.
ARTICLE XIV.
Officers.
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Corporate Secretary, a Treasurer and a Controller. The Chairman
of the Board of Directors and the Vice Chairman shall also be an officer
unless they are not a full-time employee of the Corporation. The officers,
the Chairman of the Board of Directors and the Vice Chairman of the Board of
Directors shall be elected or appointed by the Board of Directors after each
election of Directors by the Shareholders, and a meeting of the Board of
Directors may be held without notice for the purpose of electing officers
following the Annual Meeting of the Shareholders.
The Board of Directors, in its discretion, may appoint one or more
Assistant Corporate Secretaries, one or more Assistant Treasurers, one or more
Assistant Controllers, and such other officers or agents as it may deem
advisable, and prescribe their duties.
ARTICLE XV.
Eligibility of Officers.
The Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors and the President shall be Directors. Any person may hold more than
one office provided, however, that neither the Corporate Secretary, the
Treasurer nor the Controller shall at the same time hold the office of
Chairman of the Board of Directors or President.
ARTICLE XVI.
Chairman of the Board of Directors and President.
The Chairman of the Board of Directors shall preside at the meetings of
the Board of Directors. He may call meetings of the Board of Directors and of
any Committee thereof whenever he deems it necessary. He shall call to order,
and act as chairman of, all meetings of the Shareholders and prescribe rules
of procedure therefor. He shall perform the duties commonly incident to his
office and such other duties as the Board of Directors shall designate from
time to time.
The Board of Directors may designate the Chief Executive Officer of the
Corporation.
In the absence of the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors shall perform his duties. The Vice
Chairman of the Board of Directors shall perform the duties commonly incident
to his office and such other duties as the Board of Directors shall designate
from time to time. In the absence of the Vice Chairman of the Board of
Directors, the President shall perform his duties. The President shall
perform the duties commonly incident to his office and such other duties as
the Board of Directors shall designate from time to time. The Chief Executive
Officer, the President and each Vice President shall have authority to sign
deeds and contracts and to delegate such authority in such manner as may be
approved by the Chief Executive Officer or the President.
ARTICLE XVII.
Vice Presidents.
Except as otherwise provided by the Board of Directors, each Vice
President shall have the power to sign all certificates of stock, bonds, deeds
and contracts. Each Vice President shall perform such other duties and have
such other powers as the Board of Directors shall designate from time to time.
In the event of the absence or disability of the President, the duties and
powers of the President shall be performed and exercised by the Vice President
designated to so act by the line of succession provided by the Board of
Directors, or if not so provided by the Board of Directors, in accordance with
the following order of priority: (a) The Executive Vice Presidents in order of
their seniority of first election to such office, or if two or more shall have
been first elected to such office on the same day, in order of their seniority
in age; (b) The Senior Vice Presidents in order of their seniority of first
election to such office, or if two or more shall have been first elected to
such office on the same day, in order of their seniority in age; (c) All other
Vice Presidents at the principal office of the Corporation in the order of
their seniority of first election to such office or if two or more shall have
been first elected to such office on the same day, the order of their
seniority in age; and (d) Any other persons that are designated on a list that
shall have been approved by the Board of Directors, such persons to be taken
in such order of priority and subject to such conditions as may be provided in
the resolution approving the list.
ARTICLE XVIII.
Corporate Secretary.
The Corporate Secretary shall keep accurate minutes of all meetings of
the Shareholders, the Board of Directors and the Executive Committee, shall
perform the duties commonly incident to his office, and shall perform such
other duties and have such other powers as the Board of Directors shall
designate from time to time. The Corporate Secretary shall have power,
together with the President or a Vice President, to sign certificates for
shares of stock. In his absence an Assistant Corporate Secretary shall
perform his duties.
ARTICLE XIX.
Treasurer.
The Treasurer, subject to the order of the Board of Directors, shall have
the care and custody of the money, funds and securities of the Corporation and
shall have and exercise under the supervision of the Board of Directors, all
the powers and duties commonly incident to his office. He shall deposit all
funds of the Corporation in such bank or banks, trust company or trust
companies or with such firm or firms doing a banking business, as the
Directors shall designate. He may endorse for deposit or collection all
checks, notes, et cetera, payable to the Corporation or to its order, may
accept drafts on behalf of the Corporation, and, together with the President
or a Vice President, may sign certificates for shares of stock.
All checks, drafts, notes and other obligations for the payment of money
except bonds, debentures and notes issued under an Indenture shall be signed
either manually or, if and to the extent authorized by the Board of Directors,
through facsimile, by the Treasurer or an Assistant Treasurer or such other
officer or agent as the Board of Directors shall authorize. Checks for the
total amount of any payroll may be drawn in accordance with the foregoing
provisions and deposited in a special fund. Checks upon this fund may be
drawn by such person as the Treasurer shall designate.
ARTICLE XX.
Controller.
The Controller shall keep accurate books of account of the Corporation's
transactions and shall perform such other duties and have such other powers as
the Board of Directors shall designate from time to time.
ARTICLE XXI.
Resignation and Removals.
Any Director may resign at any time by giving written notice to the Board
of Directors, to the Chairman of the Board of Directors, to the President or
to the Corporate Secretary, and any member of any Committee may resign by
giving written notice either as aforesaid or to the Committee of which he is a
member or the chairman thereof. Any officer may resign at any time by
delivering notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time be not specified, upon receipt
thereof; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
The Shareholders, at any meeting called for the purpose, by vote of a
majority of the stock having voting power issued and outstanding, may remove
any Director from office with or without cause and elect his successor; but
this provision is subject to Article III of the Articles of Incorporation, if
and whenever the same may become applicable by the accrual of voting rights to
the Preferred Stock. The Board of Directors, by vote of a majority of the
entire Board, may remove any officer, agent or member of any Committees
elected or appointed by them, with or without cause, from office.
ARTICLE XXII.
Vacancies.
If the office of any officer or agent, one or more, becomes vacant by
reason of death, disability, resignation, removal, disqualification or
otherwise, the Directors at the time in office, may, by a majority vote at a
meeting at which a quorum is present, choose a successor or successors who
shall hold office for the unexpired term or until his successor is duly
elected and qualified or his position is eliminated.
ARTICLE XXIII.
Certificates for Shares.
Every Shareholder shall be entitled to a certificate or certificates for
shares of record owned by him in such form as may be prescribed by the Board
of Directors,duly numbered and setting forth the number and kind of shares to
which such Shareholder is entitled. Such certificates shall be signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer
or the Corporate Secretary or an Assistant Corporate Secretary. The Board of
Directors may also appoint one or more Transfer Agents and/or Registrars for
its stock of any class or classes and may require stock certificates to be
countersigned and/or registered by one or more of such Transfer Agents and/or
Registrars. If certificates for shares are signed by a Transfer Agent or by a
Registrar, the signatures thereon of the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Corporate Secretary or an Assistant
Corporate Secretary may be facsimiles, engraved or printed. Any provisions of
these Bylaws with reference to the signing of stock certificates shall
include, in cases above permitted, such facsimiles. In case any officer or
officers 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, 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.
Notwithstanding the foregoing, the Board of Directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. Within a reasonable time after the issue or transfer of shares
without certificates, the Corporation shall send the Shareholder a written
statement of the information required on certificates by the Virginia Stock
Corporation Act or other applicable law.
ARTICLE XXIV.
Transfer of Shares.
Shares may be transferred by delivery of the certificate accompanied
either by an assignment in writing on the back of the certificate or by a
written power of attorney to sell, assign and transfer the same on the books
of the Corporation, signed by the person appearing by the certificate to be
the owner of the shares represented thereby, and shall be transferable on the
books of the Corporation upon surrender thereof so assigned or endorsed. The
person registered on the books of the Corporation as the owner of any shares
shall be entitled exclusively as the owner of such shares to receive dividends
and to vote in respect thereof. It shall be the duty of every Shareholder to
notify the Corporation of his address.
ARTICLE XXV.
Record Date.
For the purpose of determining the Shareholders entitled to notice of or
to vote at any meeting of Shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a
determination of Shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of Shareholders, provided that such date shall not in any case
be more than 70 days prior to the date on which the particular action,
requiring such determination of Shareholders, is to be taken. If no record
date shall be fixed for the determination of Shareholders entitled to notice
of or to vote at a meeting of Shareholders, or for the determination of the
Shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of Shareholders in such cases.
A determination of Shareholders entitled to notice of or to vote at a
Shareholders' meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date, which it shall do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.
ARTICLE XXVI.
Voting of Shares Held.
Unless the Board of Directors shall otherwise provide, the Chairman of
the Board of Directors, the President any Vice President, or the Corporate
Secretary may from time to time appoint one or more attorneys-in-fact or
agents of the Corporation, in the name and on behalf of the Corporation, to
cast the votes that the Corporation may be entitled to cast as a shareholder
or otherwise in any other corporation, any of whose stock or securities of
which may be held by the Corporation, at meetings of the holders of any such
other corporations, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed on behalf of the Corporation such written proxies, consents,
waivers or other instruments as he may deem necessary or proper in the
premises; or either the Chairman of the Board of Directors, the President or
the Corporate Secretary may himself attend any meeting of the shareholders of
any such other corporation and there at vote or exercise any or all other
powers of the Corporation as the shareholder of such other corporation.
ARTICLE XXVII.
Bonds, Debentures and Notes Issued Under an Indenture.
All bonds, debentures and notes issued under an Indenture shall be signed
by the President or any Vice President or such other officer or agent as the
Board of Directors shall authorize and by the Corporate Secretary or any
Assistant Corporate Secretary or by the Treasurer or any Assistant Treasurer
or such other officer or agent as the Board of Directors shall authorize.
The signature of any authorized officer of the Corporation on bonds and
debentures authenticated by a corporate trustee may be made manually or by
facsimile.
ARTICLE XXVIII.
Amendments.
All Bylaws shall be subject to alteration or repeal, and new Bylaws may
be made by the affirmative vote of a majority of the Directors. The
Shareholders entitled to vote, however, shall have the power to rescind,
amend, alter or repeal the Bylaws and to enact Bylaws which, if expressly so
provided, may not be amended, altered or repealed by the Board of Directors.
ARTICLE XXIX.
Emergency Bylaws.
The Emergency Bylaws provided in this Article XXIX shall be operative
during any emergency notwithstanding any different provision in the preceding
Articles of the Bylaws or in the Articles of Incorporation of the Corporation
or in the Virginia Stock Corporation Act. An emergency exists if a quorum of
the Corporation's Board of Directors cannot readily be assembled because of
some catastrophic event. To the extent not inconsistent with these Emergency
Bylaws, the Bylaws provided in the preceding Articles shall remain in effect
during such emergency and upon the termination of such emergency the Emergency
Bylaws shall cease to be operative unless and until another such emergency
shall occur.
During any such emergency:
(a) Any meeting of the Board of Directors may be called by any officer of
the Corporation or by any Director. Notice shall be given by the person
calling the meeting. The notice shall specify the place of the meeting, which
shall be the principal office of the Corporation at the time if feasible, but
otherwise shall be any other place specified in the notice. The notice shall
also specify the time of the meeting. Notice may be given only to such of the
Directors as it may be feasible to reach at the time and by such means as may
be feasible at the time, including publication or radio. If given by mail,
messenger or telephone, the notice shall be addressed to the Director's
address or such other place as the person giving the notice shall deem most
suitable. Notice shall be similarly given, to the extent feasible, to the
other persons referred to in (b) below. Notice shall be given at least two
days before the meeting if feasible in the judgment of the person giving the
notice, but otherwise shall be given any time before the meeting as the person
giving the notice shall deem necessary.
(b) At any meeting of the Board of Directors, a quorum shall consist of a
majority of the number of Directors fixed at the time by Article IX of the
Bylaws. If the Directors present at any particular meeting shall be fewer
than the number required for such quorum, other persons present, as determined
by the following provisions and in the following order of priority, up to the
number necessary to make up such quorum, shall be deemed Directors for such
particular meeting:
(i) The Executive Vice Presidents;
(ii) The Senior Vice Presidents in the order of their seniority of
first election to such office, or if two or more shall have been
first elected to such office on the same day, in the order of their
seniority in age;
(iii) All other Vice Presidents at the principal office of the
Corporation in the order of their seniority of first election to
such office, or if two or more shall have been first elected to such
office on the same day, in the order of their seniority in age; and
(iv) Any other persons that are designated on a list that shall
have been approved by the Board of Directors before the emergency,
such persons to be taken in such order of priority and subject to
such conditions as may be provided in the resolution approving the
list.
(c) The Board of Directors, during as well as before any such emergency,
may provide, and from time to time modify, lines of succession in the event
that during such an emergency any or all officers or agents of the Corporation
for any reason shall be rendered incapable of discharging their duties.
(d) The Board of Directors, before and during any such emergency, may,
effective in the emergency, change the principal office or designate several
alternative principal offices or regional offices, or authorize the officers
so to do.
No officer, Director or employee shall be liable for any action taken in
good faith in accordance with these Emergency Bylaws.
These Emergency Bylaws shall be subject to repeal or change by further
action of the Board of Directors or by action of the Shareholders, except that
no such repeal or change shall modify the provisions of the next preceding
paragraph with regard to action or inaction prior to the time of such repeal
or change. Any such amendment of these Emergency Bylaws may make any further
or different provision that may be practical and necessary for the
circumstances of the emergency.