EXHIBIT 3.2
BY-LAWS
OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
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As in effect
April 20, 2007
BY-LAWS
OF
PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED
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ARTICLE I.
DIRECTORS.
SECTION 1. (a) NUMBER, ELECTION AND TERMS. Except as otherwise fixed by or
pursuant to the provisions of Article 3 of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, the number of the directors
of the corporation shall be fixed from time to time by the Board of Directors
but shall not be less than 3 nor more than 16. The directors, other than those
who may be elected by the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, shall hold
office for a term expiring at the next annual meeting of the stockholders of the
corporation or until their respective successors are elected and qualified;
provided, however, that directors elected to terms expiring at the annual
meetings of stockholders to be held in 2009 and 2010, respectively, shall
continue to hold office until their respective successors are elected and
qualified. As used in these By-Laws, the term "entire Board" means the total
number of directors which the corporation would have if there were no vacancies.
(b) STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES. Advance notice of
stockholder nominations for election of directors shall be given in the manner
provided in Article IX, Section 9 of these By-Laws.
(c) NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as otherwise
provided for or fixed by or pursuant to the provisions of Article 3 of the
Certificate of Incorporation relating to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office until the next succeeding annual meeting
stockholders and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
(d) REMOVAL AND SUSPENSION. Subject to the rights of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, any director may
be removed from office without cause only by the affirmative vote of the holders
of 80% of the combined voting power of the then outstanding shares
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of stock entitled to vote generally in the election of directors, voting
together as a single class. The Board of Directors, by the affirmative vote of a
majority of the directors in office, may remove a director or directors for
cause where, in the judgment of such majority, the continuation of the director
or directors in office would be harmful to the corporation and may suspend the
director or directors for a reasonable period pending final determination that
cause exists for such removal.
SECTION 2. The Board of Directors, by the affirmative vote of a majority
of directors in office and irrespective of any personal interest of any of them,
may establish reasonable compensation of directors for services to the
corporation as directors, officers, or otherwise.
ARTICLE II
OFFICERS.
SECTION 1. The elective officers of the corporation shall include a
President, one or more Vice Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, and one or more Assistant Treasurers, and may also
include a Chairman of the Board, one or more Senior Executive Vice Presidents,
one or more Executive Vice Presidents, and one or more Senior Vice Presidents.
The Chairman of the Board and the President shall be members of the Board of
Directors. All elective officers of the corporation shall be elected by the
Board of Directors at the first meeting thereof after the annual election of
directors. The Board of Directors shall also have power, at any time, to elect
additional Senior Executive Vice Presidents, Executive Vice Presidents, Senior
Vice Presidents, Vice Presidents, Assistant Secretaries, and Assistant
Treasurers. The Board of Directors may appoint such other officers as it shall
from time to time deem necessary, who shall have such powers and perform such
duties as may be assigned to them by the Board of Directors, the Executive
Committee, or the person exercising the authority of the chief executive officer
of the corporation. Any two or more offices may be held by the same person.
The Board of Directors shall have the power to fill any vacancy in
any existing office or to fill any newly created office, at any time.
The Chairman of the Board, the President, each Senior Executive Vice
President, each Executive Vice President, each Senior Vice president, and each
Vice President, severally, shall have the power to sign deeds, contracts, and
other instruments. Each elective officer shall have such powers and perform such
duties as may be assigned to him by the Board of Directors, the Executive
Committee, or the chief executive officer, in addition to any powers and duties
that are assigned to him specifically by these By-Laws.
The term of office of each officer shall be from the time of his election
or appointment and qualification until the first meeting of the Board of
Directors after the last annual election of Directors, or such other term of
office as shall be provided in the resolution of election or appointment, and
until the election or appointment and qualification of his successor, subject to
earlier termination by removal or resignation
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ARTICLE III.
CHAIRMAN OF THE BOARD; PRESIDENT;
SENIOR EXECUTIVE VICE PRESIDENTS;
EXECUTIVE VICE PRESIDENTS; SENIOR VICE PRESIDENTS.
SECTION 1. If there be a Chairman of the Board, he shall preside at all
meetings of the stockholders and of the Board of Directors, and shall have such
other powers and perform such other duties as may be assigned to him by the
Board of Directors or the Executive Committee.
SECTION 2. If there be a Chairman of the Board, the Board of Directors
shall designate either the Chairman of the Board or the President as the chief
executive officer of the corporation with plenary powers of supervision and
direction of the business and affairs of the corporation, unless such offices
are occupied by the same person. If there be no Chairman of the Board, the
President shall be the chief executive officer.
SECTION 3. If there be a Chairman of the Board and if he be designated as
the chief executive officer of the corporation, the President shall have charge
of the coordination and supervision of all matters of operation of the
corporation. In the absence of the Chairman of the Board, the President shall
have the powers and perform the duties of the Chairman of the Board.
SECTION 4. The Senior Executive Vice Presidents, severally, in the order
designated by the Chief Executive Officer, shall, in the absence of the
President, have the powers and perform the duties of the President, and if there
be a Chairman of the Board, they shall, in the absence of the Chairman of the
Board and the President, have the powers and perform the duties of the Chairman
of the Board.
SECTION 5. The Executive Vice Presidents, severally, in the order
designated by the chief executive officer, shall, in the absence of the
President and the Senior Executive Vice Presidents, have the powers and perform
the duties of the President, and if there be a Chairman of the Board, they
shall, in the absence of the Chairman of the Board and the President, have the
powers and perform the duties of the Chairman of the Board.
SECTION 6. The Senior Vice Presidents, severally, in the order designated
by the chief executive officer, shall, in the absence of the President, the
Senior Executive Vice Presidents and the Executive Vice Presidents, have the
powers and perform the duties of the President, and if there be a Chairman of
the Board, they shall, in the absence of the Chairman of the Board, the
President, the Senior Executive Vice Presidents and the Executive Vice
Presidents, have the powers and perform the duties of the Chairman of the Board.
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ARTICLE IV.
VICE PRESIDENTS.
SECTION 1. The Vice Presidents, severally, in the order designated by the
chief executive officer, shall, in the absence of the President, the Senior
Executive Vice Presidents, the Executive Vice Presidents and the Senior Vice
Presidents, have the powers and perform the duties of the President, and if
there be a Chairman of the Board, they shall, in the absence of the Chairman of
the Board, the President, the Senior Executive Vice Presidents, the Executive
Vice Presidents and the Senior Vice Presidents, have the powers and perform the
duties of the Chairman of the Board.
ARTICLE V
SECRETARY.
SECTION 1. The Secretary shall keep minutes of all meetings of the
stockholders of the Board of Directors and of the Executive Committee, and shall
give all notices of meetings of the stockholders, of the Board of Directors, and
of the Executive Committee. He shall have custody of all deeds, contracts, and
other instruments, documents, and records, except as otherwise provided in these
By-Laws, or by the Board of Directors, and shall attend to such correspondence
of the corporation as the Board of Directors or the chief executive officer
shall direct. He shall be the custodian of the seal of the corporation and shall
affix it to any instrument requiring the same, except as otherwise provided
herein or by the Board of Directors.
ARTICLE VI.
ASSISTANT SECRETARIES.
SECTION 1. Each Assistant Secretary shall have such powers and shall
perform such duties as may be assigned to him by the Secretary. In the absence
of the Secretary, the Assistant Secretaries, in the order designated by the
Secretary, shall have the powers and perform the duties of the Secretary.
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ARTICLE VII.
TREASURER.
SECTION 1. The Treasurer shall have charge of all receipts and
disbursements of the corporation and shall be the custodian of the corporation's
funds. He shall have full authority to receive and give receipts for all moneys
due and payable to the corporation from any source whatever, and to endorse or
cause to be endorsed checks, drafts, warrants, and other instruments for the
payment of money in its name and on its behalf, and full discharge for the same
to give. The funds of the corporation shall be deposited in its name in such
depositaries as may be designated from time to time by the Board of Directors,
or by the Treasurer if the Board of Directors shall authorize him to do so. All
checks, drafts, and other instruments for the payment of money, and all notes
and other evidences of indebtedness, issued in the name of the corporation,
shall be signed by such officer or officers, employee or employees, agent or
agents, of the corporation, and in such manner, including the use of facsimile
signatures, as shall be determined from time to time by the Board of Directors,
or by the Treasurer if the Board of Directors shall authorize him to make such
determination. A report of the financial condition of the corporation shall be
made by the Treasurer whenever requested by the chief executive officer. If
required by the Board of Directors, he shall give bond for the faithful
performance of his duties, in such sum and with such surety or sureties as the
Board of Directors may determine.
ARTICLE VIII.
ASSISTANT TREASURERS.
SECTION 1. Each Assistant Treasurer shall have such powers and shall
perform such duties as may be assigned to him by the Treasurer. In the absence
of the Treasurer, the Assistant Treasurers, in the order designated by the
Treasurer, shall have the powers and perform the duties of the Treasurer.
ARTICLE IX.
MEETINGS.
SECTION 1. The meetings of the Stockholders shall, unless otherwise
provided by law, be held at such place, within or without the State of New
Jersey, as may be fixed by the Board of Directors and stated in the notice of
the meeting.
Each annual meeting of the stockholders for the election of the class of
directors for the ensuing year, and for the transaction of such other business
as may be brought before the meeting, shall be held at such time, not more than
13 months after the last annual meeting, as may be fixed by the Board of
Directors.
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SECTION 2. Except as herein or in the Certificate of Incorporation
expressly provided to the contrary or as otherwise required by law or except as
otherwise fixed by or pursuant to the provisions of Article 3 of the Certificate
of Incorporation relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, all
voting rights in the corporation shall be vested exclusively in the holders of
Common Stock.
Except as herein or in the Certificate of Incorporation expressly provided
to the contrary or as otherwise required by law or except as otherwise fixed by
or pursuant to the provisions of Article 3 of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, at all meetings of
stockholders the holders of Common Stock shall be entitled to cast one vote for
each share of Common Stock held.
SECTION 3. Every stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent without a meeting may authorize another person
or persons to act for him by proxy. No proxy shall be valid after 11 months from
the date of its execution, unless a longer time is expressly provided therein,
but in no event shall a proxy be valid after three years from the date of
execution. A proxy shall not be revoked by the death or incapacity of the
stockholder but shall continue in force until revoked by the personal
representative or guardian of the stockholder. The presence at any meeting of
any stockholder who has given a proxy shall not revoke such proxy unless the
stockholder shall file written notice of such revocation with the secretary of
the meeting prior to the voting of such proxy.
A person named in a proxy as the attorney or agent of a stockholder may,
if the proxy so provides, substitute another person to act in his place,
including any other person named as an attorney or agent in the same proxy. The
substitution shall not be effective until an instrument effecting it is filed
with the Secretary.
SECTION 4. All elections for directors shall be by ballot, and the polls
at every such election shall remain open so long as may be reasonably necessary
to permit all stockholders entitled to vote at such meeting, present in person
or by proxy, to cast their votes.
SECTION 5. Special meetings of the stockholders may be called at any time
by the Board of Directors or by the chief executive officer or upon the written
request of the holders of the capital stock entitled to cast a majority of votes
thereat.
Except as otherwise provided by law, and unless waived, written notice of
the time, place and purposes of every meeting of stockholders shall be given not
less than 10 nor more than 60 days before the date of the meeting, to each
stockholder of record entitled to vote at the meeting, either
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personally or by mailing a notice to him at his last post office address
appearing on the books of the corporation.
SECTION 6. At any meeting of the stockholders the holders of stock
entitled to cast a majority of the votes at the meeting, present in person or
represented by proxy, shall constitute a quorum of the stockholders for all
purposes unless the representation of a larger number shall be required by law,
and in that case the representation of the number so required shall constitute a
quorum.
If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend in person or by proxy at the time and place and fixed for
any meeting of stockholders, the meeting may be adjourned from time to time by
the vote of a majority of the votes cast by the holders of stock present in
person or represented by proxy at such meeting, without notice other than by
announcement at the meeting, and at any such adjourned meeting held more than
one week after such time the holders of stock entitled to cast 40% of the votes
at such meeting, present in person or represented by proxy, shall constitute a
quorum of the stockholders for all purposes unless the representation of a
larger number shall be required by law, and in that case the representation of
the number so required shall constitute a quorum. At any such adjourned meeting,
whenever held, at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 7. Regular meetings of the Board of Directors shall be held
monthly unless otherwise determined by resolution of the Board.
Special meetings of the Board of Directors may be called at any time by
the Chairman of the Board, or by the President if he be the chief executive
officer. The Secretary shall also call such meetings on the written request of a
majority of the directors.
No notice shall be required for regular meetings of the Board of
Directors. The meeting for organization may be held on the day of and after the
annual meeting of stockholders. At least two days' notice of a special meeting
of the Board of Directors shall be given, but this notice may be waived in
writing or by telegraph, either before or after the meeting. A meeting may be
held without notice at any time when all the directors are present.
At all meetings of the Board of Directors a majority of the directors in
office, or one-third of the entire Board, whichever is greater, shall constitute
a quorum for the transaction of business. A less number than a quorum, however,
may meet and adjourn to any day.
SECTION 8. The Board of Directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed by the Board of
Directors or shall fail to qualify, the person presiding at a meeting of
stockholders may, and on the request of any stockholder entitled to vote
thereat, shall make such appointment. In case any person appointed as inspector
fails to appear or act, the vacancy may be
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filled by appointment made by the Board of Directors in advance of the meeting
of stockholders or at the meeting by the person presiding at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. No person shall be
elected a director at a meeting at which he has served as an inspector.
SECTION 9. 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 may be made by the Board
of Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors generally. However any
stockholder 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 stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary not later than (i) with respect to an election to be
held at an annual meeting of stockholders, 90 days in advance of such meeting,
and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the seventh
day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and intends to appear
in 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 stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder 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. Nothing in this Section 9 shall be construed to require any
such stockholder nomination to be included in any Proxy Statement issued on
behalf of the Board of Directors or to require the Board to endorse any such
nomination.
ARTICLE X.
RECORD DATE FOR DETERMINATION OF
RIGHTS OF STOCKHOLDERS.
SECTION 1. For the purpose of determining the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining stockholders entitled to receive payment of any
dividend or allotment of any right, or for the purpose of any other action, the
Board of Directors may fix, in advance, a date as the record date for any such
determination of
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stockholders. Such date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action. When
a determination of stockholders entitled to notice of or to vote at any meeting
of stockholders has been so made, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting.
ARTICLE XI.
COMMITTEES.
SECTION 1. The Board of Directors, by resolution adopted by a majority of
the entire Board, may appoint from among its members an Executive Committee and
one or more other committees. Except as otherwise provided by law, the Executive
Committee shall have and may exercise all the authority of the Board of
Directors when the Board is not in session, and each such other committee of the
Board shall have and may exercise the authority of the Board to the extent
provided in the resolution of appointment.
The Board of Directors, by resolution adopted by a majority of the entire
Board, may (a) fill any vacancy in any committee of the Board, (b) appoint one
or more directors to serve as alternate members of any such committee, to act in
the absence or disability of members of any such committee with all the powers
of such absent or disabled members (c) abolish any such committee at its
pleasure and (d) remove any director from membership on such committee at any
time, with or without cause.
Actions taken at a meeting of any committee of the Board of Directors
shall be reported to the Board at its next meeting following such committee
meeting; except that, when the meeting of the Board is held within two days
after the committee meeting, such report shall, if not made at the first
meeting, be made to the Board at its second meeting following such committee
meeting.
SECTION 2. The Board of Directors may appoint and prescribe the powers and
duties of other committees, the members of which may but need not be directors
and shall serve at the pleasure of the Board.
SECTION 3. One-third of the entire committee, or two members, whichever is
greater, shall constitute a quorum for the transaction of business.
SECTION 4. Each committee shall fix its own rules of procedure, shall meet
where and as provided by such rules of procedure or by resolution of the Board
of Directors, shall keep full records of its proceedings, and shall report from
time to time to the Board as called upon by the Board.
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ARTICLE XII.
VOTING UPON STOCKS OWNED BY THE CORPORATION.
SECTION 1. Unless otherwise ordered by the Board of Directors, the
Chairman of the Board, the President, the Senior Executive Vice Presidents, the
Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents,
severally, shall each have full power and authority on behalf of the corporation
to attend, act, and vote at any meeting of the stockholders of any corporation
in which this corporation may hold stock, and to appoint one or more other
persons as proxy or proxies to attend, act, and vote at any such meeting and
such officer or such proxy or proxies shall possess and may exercise on behalf
of this corporation any and all rights and powers incident to its ownership of
such stock. The Board of Directors or the Executive Committee from time to time
by resolution may confer like powers upon any other person or persons.
ARTICLE XIII.
STOCK.
SECTION 1. The shares of stock in this corporation may be represented by
certificates or may be uncertificated shares. To the extent that certificates
shall be issued for shares of stock in this corporation, such certificates shall
be signed by the Chairman of the Board, the President, or a Vice President, and
either the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary. If the certificate is countersigned by a transfer agent or registrar,
who is not an officer or employee of the corporation, any and all other
signatures may be facsimiles.
SECTION 2. The shares of stock issued by this corporation shall be
transferable only on the books of the corporation by the holder or owner thereof
in person or by power of attorney, and if such shares are represented by a
certificate, on surrender of the certificate therefor.
SECTION 3. The Treasurer shall make and certify a complete list of the
stockholders entitled to vote at a meeting of stockholders or any adjournment
thereof. Such list shall be arranged alphabetically within each class and
series, with the addresses of, and the number of shares held by, each
stockholder, shall be produced at the time and place of the meeting, and shall
be subject to the inspection of any stockholder during the whole time of the
meeting.
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ARTICLE XIV.
FISCAL YEAR.
SECTION 1. The fiscal year of the corporation shall begin on January first
of each year.
ARTICLE XV.
SEAL.
SECTION 1. The seal of the corporation shall be circular in form, and
shall have inscribed thereon the following words and figures: "PUBLIC SERVICE
ENTERPRISE GROUP INCORPORATED Incorporated 1985".
ARTICLE XVI.
AMENDMENTS.
SECTION 1. Subject to the provisions of the Certificate of Incorporation,
these By-Laws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares represented and entitled to vote at such meeting.
Subject to the laws of the State of New Jersey, the Certificate of Incorporation
and these By-Laws, the Board of Directors may by majority vote of those present
at any meeting at which a quorum is present amend these By-Laws or enact such
other By-Laws as in their judgment may be advisable for the regulation of the
conduct of the affairs of the corporation.
ARTICLE XVII.
ADVANCEMENT OF EXPENSES.
SECTION 1. Expenses incurred by any person made, or threatened to be made,
a party to any pending, threatened or completed civil, criminal, administrative
or arbitrative action, suit or proceeding and any appeal therein (and any
inquiry or investigation which could lead to such action, suit or proceeding) by
reason of the fact that he is or was a director, officer or employee of the
corporation or serves or served any other enterprise as a director, officer or
employee at the request of the corporation, shall be paid by the corporation in
advance of the final disposition of the action, suit or proceeding promptly upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation.