EXHIBIT 3(ii)
DOMINION RESOURCES, INC.
BYLAWS
As Amended, effective July 12, 1999
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.................................................5
XI. Executive and Other Committees......................................6
XII. Meetings of Directors and Quorum....................................7
XIII. Action Without a Meeting............................................8
XIV. Officers............................................................8
XV. Eligibility of Officers ............................................8
XVI. Duties and Authority of Chairman of the Board of Directors, Vice
Chairman, President and Others....................................9
XVII. Vice Presidents.....................................................9
XVIII. Corporate Secretary................................................10
XIX. Treasurer..........................................................10
XX. Controller.........................................................11
XXI. Resignations and Removals..........................................11
XXII. Vacancies .........................................................12
XXIII. Certificates for Shares............................................12
XXIV. Transfer of Shares.................................................13
XXV. Record Date........................................................13
XXVI. Voting of Shares Held..............................................14
XXVII. Bonds, Debentures and Notes Issued Under an Indenture .............14
XXVIII. Amendments.........................................................14
XXIX. Emergency Bylaws...................................................15
XXX. Shareholder Proposals..............................................17
XXXI. Control Share Acquisitions.........................................18
ARTICLE I. NAME.
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The name of the Corporation is Dominion Resources, Inc.
ARTICLE II. SHAREHOLDERS' MEETINGS.
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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 meeting 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.
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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.
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Special Meetings of the Shareholders shall be held whenever
called by the Chairman of the Board of Directors, the Vice
Chairman, the President, or a majority of the Directors.
Special Meetings of the Shareholders may 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 the Articles of Incorporation.
ARTICLE V. NOTICE OF SHAREHOLDERS' MEETINGS AND VOTING LISTS.
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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 Vice Chairman, the President or
any Vice President or the Corporate Secretary or any Assistant
Corporate Secretary, to each Shareholder of record entitled to
vote at the meeting. Notice may be given by mail to a
Shareholder at his or her registered address and such notice
will 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. Alternatively, notice may be given to a Shareholder
by electronic transmission as permitted by the Virginia Stock
Corporation Act or any other applicable law.
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 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 or 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 or 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 herein
before 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 place of business 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.
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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.
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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 the Articles of Incorporation.
ARTICLE VIII. PROXY AND VOTING.
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Shareholders of record entitled to vote may vote at any
meeting held, in person or by proxy executed in writing or by
proxy authorized by any means permitted by the Virginia Stock
Corporation Act or other applicable law, in each case by the
Shareholder or by his or her duly authorized officer,
director, employee or agent, which proxy shall be filed with
or received by 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 shares of any class shall, as to all matters in
respect of which shares of any class have 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.
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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.
Subject to the rights of holders of any class or series of
stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the election of
Directors shall be made by the Board of Directors or a
committee appointed by the Board of Directors or by any
Shareholder entitled to vote in the election of Directors
generally. However, any Shareholder entitled to vote in the
election of Directors generally may nominate one or more
persons for election as Directors at a meeting only if written
notice of such Shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Corporate
Secretary of the Corporation not later than 60 days in advance
of such meeting (except that, if public disclosure of the
meeting is made less than 70 days prior to the meeting, the
notice need only be received within 10 days following such
public disclosure). Each such notice shall set forth: (a) the
name and address of the Shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the Shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
Shareholder 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 Shareholder;
(d) such other information regarding each nominee proposed by
such Shareholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
Director of the Corporation if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.
ARTICLE X. POWERS OF DIRECTORS.
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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.
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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 (a) approve or recommend to Shareholders action that
Virginia law requires to be approved by Shareholders; (b) fill
vacancies on the Board of Directors or any of its Committees
or elect officers; (c) Amend Articles of Incorporation other
than as permitted by statute; (d) adopt, amend or repeal these
Bylaws; (e) approve a plan of merger not requiring Shareholder
approval; (f) authorize or approve a distribution, except
according to a general formula or method prescribed by the
Board of Directors; or (g) 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 likewise may appoint from their number,
from the directors of affiliated corporations or from officers
of the Corporation 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 provided that any Committee empowered to
exercise the authority of the Board of Directors shall be
composed only of members of the Board of Directors. The Board
of Directors may designate one or more Directors to represent
the Corporation at meetings of committees of affiliated
corporations. Members of such committees, and Directors so
designated, shall receive such compensation for attendance at
meetings as may be fixed by the Board of Directors.
ARTICLE XII. MEETINGS OF DIRECTORS AND QUORUM.
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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 Vice Chairman, 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 or
telegraphing the same to him at his residence or business
address at least one day before the meeting, unless, in case
of exigency, the Chairman of the Board of Directors, the Vice
Chairman or the President shall prescribe a shorter notice to
be given personally or by telephoning or telegraphing 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 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.
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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.
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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 officers unless they are not also
full-time employees of the Corporation. The officers and the
Chairman of the Board of Directors and the Vice Chairman 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.
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The Chairman of the Board of Directors, the Vice Chairman 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,
Vice Chairman or President.
ARTICLE XVI. DUTIES AND AUTHORITY OF CHAIRMAN OF THE BOARD
OF DIRECTORS, VICE CHAIRMAN, PRESIDENT AND OTHERS.
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The Chairman of the Board of Directors or the Vice Chairman
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. The
Chairman and the Vice Chairman shall perform the duties
commonly incident to such 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 or
the Vice Chairman, the President shall perform their 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 certificates for shares of stock, bonds,
deeds and contracts and to delegate such authority in such
manner as may be approved by the Chief Executive Officer or
the President.
If the Chairman, Vice Chairman and President are unable to
serve as Chairman of any Shareholders' Meeting, then the
Corporate Secretary, may serve in their place.
ARTICLE XVII. VICE PRESIDENTS.
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Each Vice President shall perform such 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.
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The Corporate Secretary shall keep accurate minutes of all
meetings of the Shareholders, the Board of Directors and the
Executive Committee, respectively, 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 Chief Executive Officer,
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.
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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
Chief Executive Officer, 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.
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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.
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Any Director or officer may resign at any time by giving
written notice to the Board of Directors, to the Chairman of
the Board of Directors, to the Vice Chairman, 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 cause
and elect his successor. The Board of Directors, by vote of a
majority of the entire Board, may remove any officer, agent or
member of any Committees with or without cause from office.
ARTICLE XXII. VACANCIES.
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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, if a quorum, 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.
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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, either manually or by facsimile, engraved or
printed, 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.
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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.
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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. The Board of Directors is
authorized to delegate the determination of a record date to
the Corporate Secretary for any meeting of Shareholders. 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 or Corporate
Secretary, as the case may be, fixes a new record date, which
shall be done 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.
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Unless the Board of Directors shall otherwise provide, the
Chairman of the Board of Directors, the Vice Chairman, the
Chief Executive Officer, 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 Vice Chairman, the Chief Executive Officer, the
President or the Corporate Secretary may himself attend any
meeting of the shareholders of any such other corporation and
thereat 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.
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All bonds, debentures and notes issued under an indenture
shall be signed by the Chief Executive Officer, 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,
debentures and notes authenticated by a corporate trustee may
be made manually or by facsimile.
ARTICLE XXVIII. AMENDMENTS.
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Both the Board of Directors and the Shareholders shall have
the power to alter, amend or repeal the Bylaws of the
Corporation or to adopt new Bylaws, but Bylaws enacted by the
Shareholders, if expressly so provided, may not be altered,
amended or repealed by the Directors.
Notwithstanding the foregoing, Articles IV and IX of these
Bylaws may not be amended, altered, changed or repealed
without the affirmative vote of at least two-thirds of the
outstanding shares of the Corporation entitled to vote.
ARTICLE XXIX. EMERGENCY BYLAWS.
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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 time and place 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 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;
(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.
ARTICLE XXX. SHAREHOLDER PROPOSALS.
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To be properly brought before a meeting of Shareholders,
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
Shareholder. In addition to any other applicable requirements,
for business to be properly brought before an Annual Meeting
by a Shareholder, the Shareholder must have given timely
notice thereof in writing to the Corporate Secretary of the
Corporation. To be timely, a Shareholder's notice must be
given, either by personal delivery or by United States
registered or certified mail, postage prepaid, to the
Corporate Secretary of the Corporation not later than 90 days
prior to the date of the anniversary of the immediately
preceding Annual Meeting. A Shareholder's notice to the
Corporate Secretary shall set forth as to each matter the
Shareholder proposes to bring before the Annual Meeting (a) a
brief description of the business desired to be brought before
the Annual Meeting, including the complete text of any
resolutions to be presented at the Annual Meeting, with
respect to such business, and the reasons for conducting such
business at the meeting, (b) the name and address of record of
the Shareholder proposing such business, (c) the class and
number of shares of the Corporation that are beneficially
owned by the Shareholder and (d) any material interest of the
Shareholder in such business. In the event that a Shareholder
attempts to bring business before an Annual Meeting without
complying with the foregoing procedure, the Chairman of the
meeting may declare to the meeting that the business was not
properly brought before the meeting and, if he shall so
declare, such business shall not be transacted.
ARTICLE XXXI. CONTROL SHARE ACQUISITIONS.
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In the event that any acquiring person (an Acquiring Person)
as defined in Section 13.1-728.1 of the Virginia Stock
Corporation Act (the Act), either (a) fails to comply with the
provisions of Section 13.1-728.4 of the Act or (b) fails to
obtain the approval of the Shareholders of the Corporation at
any meeting held pursuant to Section 13.1-728.5, then the
Corporation shall have authority, upon approval by resolution
of the Board of Directors to call for redemption, at anytime
within 60 days after the last acquisition of any such shares
by such Acquiring Person or the date of such meeting, as the
case may be, and thereafter to redeem on such date within such
60-day period as may be specified in such resolution (the
Redemption Date) all shares of Common Stock of the Corporation
theretofore acquired by the Acquiring Person in a control
share acquisition (as defined in Section 13.1-728.1 of the
Act) and then owned beneficially by such Acquiring Person, as
such number of shares may be either (a) shown on any control
share acquisition statement or any statement or report filed
by the Acquiring Person with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as
amended, or (b) otherwise determined by the Board of
Directors. The redemption price shall be paid in cash on the
Redemption Date against delivery at the principal office of
the Corporation of certificates evidencing the shares so
redeemed.
All determinations by the Board of Directors as to (a) the
status of any person as an Acquiring Person under the Act, (b)
the number of shares of the Corporation owned by such
Acquiring Person, (c) the timeliness of compliance by any
Acquiring Person within Section 13.1-728.4 of the Act, or (d)
the interpretation of the Act or this Article if made in good
faith, shall be conclusive and binding on all persons.