EXHIBIT 3.2.1
BYLAWS OF BOSTON EDISON THROUGH SEPTEMBER 20, 1999
BYLAWS
OF
BOSTON EDISON COMPANY
April 19, 1997, as amended
January 22, 1987;
January 28, 1988;
May 24, 1988;
November 22, 1989;
July 22, 1999; and
September 20, 1999
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the
Articles of Organization. These Bylaws, the powers of the corporation and of its
directors and stockholders, or of any class of stockholders, and all matters
concerning the conduct and regulation of the business and affairs of the
corporation shall be subject to such provisions in regard thereto, if any, as
are set forth in the Articles of Organization as from time to time are in
effect.
Section 2. STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of the stockholders shall be held
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at 11:00 in the forenoon on the last Tuesday in April in each year, unless a
different date or hour is fixed by the president or the directors. If that day
be a legal holiday at the place where the meeting is to be held, the meeting
shall be held on the next succeeding day not a legal holiday at such place.
Purposes for which an annual meeting is to be held, additional to those
prescribed by law, by the Articles of Organization or by these Bylaws, may be
specified by the president or by the directors.
2.2 Special Meeting in Place of Annual Meeting. If no annual meeting has
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been held in accordance with the foregoing provisions, a special meeting of the
stockholders may be held in place thereof, and any action taken at such special
meeting shall have the same force and effect as if taken at the annual meeting,
and in such case all references in these Bylaws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting. Any such special
meeting shall be called as provided in Section 2.3.
BYLAWS
OF
BOSTON EDISON COMPANY
April 19, 1977, as amended
January 22, 1987;
January 28, 1988;
May 24, 1988;
November 22, 1989;
July 22, 1999; and
September 20, 1999
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the
Articles of Organization. These Bylaws, the powers of the corporation and of its
directors and stockholders, or of any class of stockholders, and all matters
concerning the conduct and regulation of the business and affairs of the
corporation shall be subject to such provisions in regard thereto, if any, as
are set forth in the Articles of Organization as from time to time in effect.
Section 2. STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of the stockholders shall be held at
11:00 in the forenoon on the last Tuesday in April in each year, unless a
different date or hour is fixed by the president or the directors. If that day
be a legal holiday at the place where the meeting is to be held, the meeting
shall be held on the next succeeding day not a legal holiday at such place.
Purposes for which an annual meeting is to be held, additional to those
prescribed by law, by the Articles of Organization or by these Bylaws, may be
specified by the president or by the directors.
2.2 Special Meeting in Place of Annual Meeting. If no annual meeting has
been held in accordance with the foregoing provisions, a special meeting of the
stockholders may be held in place thereof, and any action taken at such special
meeting shall have the same force and effect as if taken at the annual meeting,
and in such case all references in these Bylaws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting. Any such special
meeting shall be called as provided in Section 2.3.
2.3 Special Meetings. A special meeting of the stockholders entitled to
vote at the meeting may be called by order of the president or as provided in
the Articles of Organization, and the clerk shall, upon request of a majority of
the directors then in office, call a special meeting of such stockholders.
2.4 Place of Meetings. All meetings of the stockholders shall be held at
the principal office of the corporation in Boston or at such other place in The
Commonwealth of Massachusetts as shall be fixed by the president or the
directors. Any adjourned session of any meeting of the stockholders shall be
held in The Commonwealth of Massachusetts at the place designated in the vote of
adjournment.
2.5 Notice of Meetings. A written notice of each meeting of stockholders,
stating the place, date and hour and the purposes of the meeting, shall be given
at least seven days before the meeting to each stockholder entitled to vote
thereat and to each stockholder who, by law, by the Articles of Organization or
by these Bylaws, is entitled to notice, by leaving such notice with him or at
the stockholder's residence or usual place of business, or by mailing it,
postage prepaid, addressed to such stockholder at the stockholder's address as
it appears in the records of the corporation. Such notice shall be given by the
clerk or an assistant clerk or by an officer designated by the directors.
Whenever notice of a meeting is required to be given to a stockholder under any
provision of Massachusetts law applicable to the corporation or of the Articles
of Organization or of these Bylaws, a written waiver thereof, executed before or
after the meeting by such stockholder or the stockholder's attorney thereunto
authorized and filed with the records of the meeting, shall be deemed equivalent
to such notice.
2.6 Quorum of Stockholders. At any meeting of the stockholders, a quorum
shall consist of a majority in interest of all stock issued and outstanding and
entitled to vote at the meeing, except as otherwise provided in the Articles of
Organization or in these Bylaws and except when a larger quorum is required by
law. Stock owned directly or indirectly by the corporation, if any, shall not be
deemed outstanding for this purpose. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon any question, whether or not
a quorum is present, and the meeting may be held as adjourned without further
notice.
2.7 Action by Vote. When a quorum is present at any meeting, a plurality of
the votes properly cast for election to any office shall elect to such office,
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the Articles of Organization or by these Bylaws. No ballot
shall be required for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.
2.8 Voting. Stockholders entitled to vote shall have one vote for each
share of stock entitled to vote held by them of record according to the records
of the corporation, unless otherwise provided by the Articles of Organization.
The corporation shall not, directly or indirectly, vote any share of its own
stock.
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2.9 Proxies. Stockholders entitled to vote may vote either in person or by
proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the clerk or other person responsible
to record the proceedings of the meeting before being voted. Unless otherwise
specifically limited by their terms, such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but shall not be valid after
the final adjournment of such meeting.
Section 3. BOARD OF DIRECTORS
3.1 Number. The corporation shall not have less that three directors, the
number of directors to be fixed from time to time by vote of a majority of the
directors then in office; provided, however, that the number of directors shall
be fixed at not less than two whenever the corporation shall have only two
stockholders and not less than one whenever the corporation shall have only one
stockholder. Except in connection with the election of directors at the annual
meeting of stockholders, the number of directors may be decreased only to
eliminate vacancies existing by reason of the death, resignation, removal or
disqualification of one or more directors. No director need be a stockholder.
3.2 Tenure. Except as otherwise provided by law, by the Articles of
Organization, or by these Bylaws, each director shall hold office until the next
annual meeting of the shareholders and until such director's successor is duly
elected and qualified, or until such director sooner dies, resigns, is removed
or becomes disqualified.
3.3 Powers. Except as reserved to the stockholders by law, by the Articles
of Organization or by these Bylaws, the business of the corporation shall be
managed by the directors who shall have and may exercise all of the powers of
the corporation. In particular, and without limiting the generality of the
foregoing, the directors may, subject to any requirements of law, at any time
issue all or from time to time any part of the unissued capital stock of the
corporation from time to time authorized under the Articles of Organization and
may determine, subject to any requirements of law, the consideration for which
stock is to be issued and the manner of allocating such consideration between
capital and surplus.
3.4 Committees. The directors shall, by vote of a majority of the directors
then in office, elect from their number an executive committee which shall
include the chairman of the board of directors, if any, and the president, and
which shall have and exercise the powers of the board in the intervals between
the meetings of the board, except that the executive committee shall not
exercise those powers of the board which by law, by the Articles of Organization
or by these Bylaws the board is prohibited from delegating. The directors may
also, by vote of a majority of the directors then in office, elect from their
number other committees and may by vote delegate to any such committee or
committees some or all of the power of the directors except those which by law,
by the Articles of Organization or by these Bylaws they are prohibited from
delegating. Except as the directors may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or such rules, its business shall be conducted as nearly as may be
in the same manner as is provided by these Bylaws for the conduct of business by
the directors.
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3.5 Regular Meetings. Regular meetings of the directors may be held without
call or notice at such places and at such times as the directors may from time
to time determine, provided that notice of the first regular meeting following
any such determination shall be given to absent directors. A regular meeting of
the directors may be held without call or notice immediately after and at the
same place as the annual meeting of the stockholders.
3.6 Special Meetings. Special meetings of the directors may be held at any
time and at any place designated in the call of the meeting, when called by the
chairman of the board of directors, if any, or by the president or the treasurer
or by three or more directors, reasonable notice thereof being given to each
director by the clerk or an assistant clerk, or by the officer or one of the
directors calling the meeting.
3.7 Notice. It shall be sufficient notice to a director to send notice by
mail at least forty-eight hours or by telegram at least twenty-four hours before
the meeting addressed to such director at the director's usual or last known
business or residence address or to give notice to such director in person or by
telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by
such director before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of such notice. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.
3.8 Presence through Communications Equipment. Unless otherwise provided by
law or the Articles of Organization, members of the board of directors or any
committee designated thereby may participate in a meeting of such board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time and participation by such means shall constitute presence in
person at a meeting.
3.9 Quorum. At any meeting of the directors, six directors shall constitute
a quorum, except when the number of directors then in office shall be less than
twelve, in which case a majority of the directors then in office shall
constitute a quorum. Any meeting may be adjourned from time to time by a
majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice.
3.10 Action by Vote. When a quorum is present at any meeting, a majority of
the directors present may take any action, except when a larger vote is required
by law, by the Articles of Organization or by these Bylaws.
3.11 Action by Writing. Unless the Articles of Organization otherwise
provide, any action required or permitted to be taken at any meeting of the
directors may be taken without a meeting if all the directors consent to the
action in writing and the written consents are filed with the records of the
meetings of the directors. Such consents shall be treated for all purposes as a
vote taken at a meeting.
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Section 4. OFFICERS AND AGENTS
4.1 Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a clerk, and such other officers, including a chairman
of the board of directors, as the directors from time to time may in their
discretion elect or appoint. The corporation may also have such agents, if any,
as the directors from time to time may in their discretion appoint. Any officer
may be but none need be a director or stockholder. The clerk shall be a resident
of Massachusetts unless the corporation has a resident agent appointed for the
purpose of service of process. Any two or more offices may be held by the same
person. Any officer may be required by the directors to give bond for the
faithful performance of his or her duties to the corporation in such amount and
with such sureties as the directors may determine.
4.2 Powers. Subject to law, to the Articles of Organization and to the
other provisions of these Bylaws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his or her office and such duties and powers as the directors may
from time to time designate.
4.3 Election. The chairman of the board of directors, if any, and the
president, the treasurer and the clerk shall be elected annually by the
directors at their first meeting following the annual meeting of the
stockholders. Other officers, if any, may be elevated or appointed by the board
of directors at said meeting or at any other time.
4.4 Tenure. Except as otherwise provided by law or by the Articles of
Organization or by these Bylaws, the chairman of the board of directors, if any,
the president, the treasurer and the clerk shall hold office until the first
meeting of the directors following the next annual meeting of the stockholders
and until their respective successors are chosen and qualified, and other
officers shall hold office until their respective successors are chosen and
qualified, or in each case until any such officer sooner dies, resigns, is
removed or becomes disqualified. Each agent shall retain his authority at the
pleasure of the directors.
4.5 Chief Executive Officer, Chairman of the Board, President and Vice
Presidents. The directors of the corporation shall designate either the chairman
of the board of directors, if any, or the president as the chief executive
officer of the corporation who shall have general charge and supervision of the
business of the corporation, subject to the control of the directors.
The president, if not designated chief executive officer, and any vice
president shall have such duties and powers as shall be designated from time to
time by the directors or the chief executive officer of the corporation.
4.6 Treasurer and Assistant Treasurers. The treasurer shall be in charge of
the corporation's funds and valuable papers, books of account and accounting
records and shall have such other duties and powers as may be designated from
time to time by the directors or by the chief executive officer of the
corporation.
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Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the directors or the chief executive officer of
the corporation.
4.7 Clerk and Assistant Clerk. The clerk shall record all proceedings of
the stockholders in a book or series of books to be kept therefor, which book or
books shall be kept at the principal office of the corporation or at the office
of its transfer agent or of its clerk and shall be open at all reasonable times
to the inspection of any stockholder. In the absence of the clerk from any
meeting of stockholders, an assistant clerk, or if there be none or the
assistant clerk is absent, a temporary clerk chosen at the meeting, shall record
the proceedings thereof in the aforesaid book. Unless a transfer agent has been
appointed, the clerk shall keep or cause to be kept the stock and transfer
records of the corporation, which shall contain the names and record addresses
of all stockholders and the amount of stock held by each. The clerk shall keep a
true record of the proceedings of all meetings of the directors and in the
clerk's absence from any such meeting an assistant clerk, or if there be none or
the assistant clerk is absent, a temporary clerk chosen at the meeting, shall
record the proceedings thereof.
Any assistant clerk shall have such other duties and powers as shall be
designated from time to time by the directors or the chief executive officer of
the corporation.
Section 5. RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by delivering his or her
resignation in writing to the chairman of the board, if any, the president, the
treasurer or the clerk or to a meeting of the directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time.
Except as otherwise provided in the Articles of Organization, a director
(including persons elected by directors to fill vacancies in the board) may be
removed from office: (a) for cause by the vote of the holders of a majority of
the shares issued and outstanding and entitled to vote generally in the election
of directors, provided that the directors of a class elected by a particular
class of stockholders may be removed only by the vote of the holders of a
majority of the shares of such class; (b) without cause by the vote of the
holders of 80% of the shares issued and outstanding and entitled to vote
generally in the election of directors, provided that the directors of a class
elected by a particular class of stockholders may be removed without cause only
by a vote of the holders of a majority of the shares of such class; or (c) for
cause by a vote of a majority of the directors then in office. The directors may
remove any officer elected or appointed by them with or without cause by the
vote of a majority of the directors then in office. A director or officer may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him or her. Except where a right to receive
compensation shall be expressly provided in a duly authorized written agreement
with the corporation, no director or officer resigning, and no director or
officer removed, shall have any right to any compensation as such director or
officer for any period following his or her resignation or removal, or any right
to damages on account of such removal, whether his or her compensation be by the
month or by the year or otherwise, unless in the case of a resignation the
directors, or in the case of a removal the body acting on the removal, shall in
their or its discretion provide for compensation.
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Section 6. VACANCIES
Any vacancy in the board of directors, including a vacancy resulting from
the enlargement of the board, may be filled by vote of the stockholders or, in
the absence of stockholder action, by the directors by vote of a majority of the
directors then in office. The directors shall elect a successor if the office of
the president, treasurer or clerk becomes vacant and may elect a successor if
any other office becomes vacant. Each such successor shall hold office for the
unexpired term and, in the case of the president, treasurer or clerk, until such
officer's successor is chosen and qualified, or in each case until such officer
sooner dies, resigns, is removed or becomes disqualified. The directors may
exercise all their powers notwithstanding the existence of one or more vacancies
in their number.
Section 7. CAPITAL STOCK
7.1 Number and Par Value. The total number of shares and the par value, if
any, of each class of stock which the corporation is authorized to issue shall
be as stated in the Articles of Organization.
7.2 Fractional Shares. The corporation shall not issue fractional shares of
stock but may issue scrip in registered or bearer form which shall entitle the
holder to receive a certificate for a full share upon surrender of such scrip
aggregating a full share, the terms and conditions and manner of issue of such
scrip to be fixed by the directors.
7.3 Stock Certificates. Each stockholder shall be entitled to a certificate
stating the number and the class and the designation of the series, if any, of
the shares held by such stockholder, in such form as shall, in conformity to
law, be prescribed from time to time by the directors. Such certificate shall be
signed by the president or a vice president and by the treasurer or an assistant
treasurer. Such signatures may be facsimiles if the certificate is signed by a
transfer agent, or by a registrar, other than a director, officer or employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he or she were such officer at the time of its issue.
The stock and transfer records shall be kept at the corporation's principal
office or an office of its transfer agent.
7.4 Loss of Certificates. In the case of the alleged loss or destruction or
the mutilation of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such terms as the directors may prescribe.
Section 8. TRANSFER OF SHARES OF STOCK
8.1 Transfer on Books. Subject to the restrictions, if any, stated or noted
on the stock certificates, shares of stock may be transferred on the books of
the corporation by the surrender
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to the corporation or its transfer agent of the certificate therefor properly
endorsed or accompanied by a written assignment and power of attorney properly
executed, with necessary transfer stamps affixed, and with such proof of the
authenticity of signature as the directors or the transfer agent of the
corporation may reasonably require. Except as may be otherwise required by law,
by the Articles of Organization or by these Bylaws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to receive notice and to vote with respect thereto, regardless of any transfer,
pledge or other disposition of such stock, until the shares have been
transferred on the books of the corporation in accordance with the requirements
of these Bylaws.
It shall be the duty of each stockholder to notify the corporation of his
or her post office address.
8.2 Record Date and Closing Transfer Books. The directors may fix in
advance a time, which shall not be more than sixty days before the date of any
meeting of stockholders or the date for the payment of any dividend or making of
any distribution to stockholders or the last day on which the consent or dissent
of stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution or the right to give such consent or dissent, and in such case
only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after the
record date; or without fixing such record date the directors may for any of
such purposes close the transfer books for all or any part of such period. If no
record date is fixed and the transfer books are not closed:
(1) The record date for determining stockholders having the right to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the date next preceding the day on which notice is given.
(2) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of
directors acts with respect thereto.
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers (including persons who serve at its request as
directors, officers or trustees of another organization in which it has any
interest, as a shareholder, creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, and counsel fees, reasonably incurred by such person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such person may be involved or
with which such person may be threatened, while in office or thereafter, by
reason of such person's being or having been such a director, officer or
trustee, except with respect to any matter as to which such person shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
corporation, and any person serving another organization in one or more of the
indicated capacities at the request of this corporation who shall have acted in
good faith in the reasonable belief that his or her action was
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in the best interests of such other organization will be deemed to have acted in
the best interests of this corporation; provided, however, that as to any matter
disposed of by a compromise payment by such director or officer, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless such compromise shall be approved as
in the best interests of the corporation, after notice that it involved such
indemnification: (a) by a disinterested majority of the directors then in
office; (b) by a majority of the disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent legal
counsel to the effect that such director or officer appears to have acted in
good faith in the reasonable belief that his or her action was in the best
interests of the corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or officer. Each
director and officer of the corporation shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the books of account of
the corporation, reports made to the corporation by any of its officers or
employees or by counsel, accountants, appraisers or other experts or consultants
selected with reasonable care by the directors, or upon other records of the
corporation. Expenses, including counsel fees, reasonably incurred by any
director or officer in connection with the defense or disposition of any such
action, suit or other proceeding may be paid from time to time by the
corporation in advance of the final disposition thereof upon receipt of an
undertaking by such director or officer to repay the amounts so paid by the
corporation if it is ultimately determined that indemnification for such
expenses is not authorized under this section. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any director or officer may be entitled. As used in this section, the terms
"director" and "officer" include their respective heirs, executors and
administrators, and an "interested" director or officer is one against whom in
such capacity the proceedings in question or another proceeding on the same or
similar grounds is then pending. Nothing contained in this section shall affect
any rights to indemnification to which corporate personnel other than directors
and officers may be entitled by contract or otherwise under law.
Section 10. CORPORATE SEAL
The seal of the corporation shall bear the inscription: Boston Edison
Company - 1886 - Massachusetts.
Section 11. EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the corporation shall be signed by the chairman of the board of directors, if
any, or by the president or by one of the vice presidents or by the treasurer.
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Section 12. FISCAL YEAR
Except as otherwise provided by the board of directors, the fiscal year of
the corporation shall end on the last day of December in each year.
Section 13. CONTROL SHARE ACQUISITION
The provisions of Massachusetts General Laws Chapter 110D as in effect from
time to time shall not apply to control share acquisitions of the corporation.
Section 14. AMENDMENTS
These Bylaws may be altered, amended or repealed at any annual or special
meeting of the stockholders called for the purpose, of which the notice shall
specify the subject matter of the proposed alteration, amendment or repeal or
the sections to be affected thereby, by vote of the stockholders, or if there
shall be two or more classes or series of stock entitled to vote on the
question, by vote of each such class or series. The vote of the holders of 80%
of the shares issued and outstanding and entitled to vote generally in the
election of directors shall be required for any alteration, amendment or repeal
adopted or recommended by 80% of the directors then in office. These Bylaws may
also be altered, amended or repealed by vote of a majority of the directors then
in office, except with respect to any provision which by law, the Articles of
Organization, or these Bylaws requires action by the stockholders and except for
any alteration, amendment or repeal of Section 3.1, Section 3.2, the third
sentence of Section 5 or the first two sentences of Section 6 which shall
require a vote of 80% of the directors then in office. Action by the
stockholders is required to amend, alter or repeal Section 9 of these Bylaws, or
to amend, alter or repeal this Section 14 so as to increase the power of the
directors or to reduce the power of the stockholders to amend, alter or repeal
these Bylaws.
Any Bylaw so altered, amended or repealed by the directors may be further
altered or amended or reinstated by the stockholders in the above manner.
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