EXHIBIT 3.F
DELMARVA POWER
&
LIGHT COMPANY
BY-LAWS
As amended February 29, 1996
DELMARVA POWER & LIGHT COMPANY
BY-LAWS
ARTICLE I
Offices
Section 1. The principal office of the Company in the State of Delaware
shall be at 800 King Street in the City of Wilmington and County of New Castle.
The Company may also have offices at such other places as the Board of Directors
may from time to time determine.
ARTICLE II
Meetings of Stockholders
Section 1. The Annual Meeting of the stockholders of the Company shall be
held for the purpose of electing directors and for the transaction of only such
business as is properly brought before the meeting in accordance with the
By-Laws. The Annual Meeting shall take place at such time and location as
determined by resolution of the Board of Directors on the last Thursday of May
in each year, unless such day is a legal holiday, in which case it shall be held
on the first day thereafter which is not a legal holiday, and on any subsequent
day or days to which such meeting may be adjourned. In case the Annual Meeting
of Stockholders should not be held on the day fixed therefor, or should be
finally adjourned without completing the election of directors, such election
may be held subsequently at a special stockholders' meeting, called as
hereinafter provided. The time and place for said annual meeting shall be set at
least sixty (60) days prior to the date of each annual meeting. A notice of the
time and place shall be given to each stockholder entitled to vote at least
twenty (20) days before the date of the meeting, in person or by letter mailed
to his last known post office address.
To be properly brought before the Annual Meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, or (b) otherwise properly brought before the meeting
by or at the direction of the Board, or (c) otherwise properly brought before
the meeting by a stockholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be
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delivered to or mailed and received at the principal executive offices of the
Company, not less than fifty (50) days nor more than seventy-five (75) days
prior to the meeting; provided, however, that in the event that less than sixty-
five (65) days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the fifteenth (15th) day
following the day on which such notice of the date of the Annual Meeting was
mailed or such public disclosure was made, whichever first occurs. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the Annual Meeting (i) a brief description
of the business desired to be brought before the Annual Meeting and the
reasons for conducting such business at the Annual Meeting, (ii) the name and
record address of the stockholder proposing such business, (iii) the class and
number of shares of the Company which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.
No business shall be conducted at the Annual Meeting except in accordance
with the procedures set forth in this Article I, provided, however, that nothing
in this Article I shall be deemed to preclude discussion by any stockholder of
any business properly brought before the annual meeting.
The Chairman/Chairwoman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the foregoing procedures, and if he/she
should so determine, he/she shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Section 2. The directors shall be divided into three classes, designated
Class I, Class II, and Class III. Each Class shall consist, as nearly as may be
possible, of one-third of the total number of Directors constituting the entire
Board of Directors. At each Annual Meeting of stockholders, successors to the
class of directors whose term expires at the Annual Meeting shall be elected for
a three-year term. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly as possible, but in no case will a decrease in
the number of directors shorten the term of any incumbent director. A director
shall hold office until the Annual Meeting for the year in which his or her term
expires and until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.
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Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of persons
for election to the Board of Directors of the Company may be made at a meeting
of stockholders by the Board of Directors, at the direction of the Board by any
nominating committee or person appointed by the Board, or by any stockholder of
the Company entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 2. Such
nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely notice in writing to the Secretary of the Company. To
be timely, a stockholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Company not less than fifty (50) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than sixty-five (65) days' notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made, whichever
first occurs. Such stockholder's notice to the Secretary shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the Company
which are beneficially owned by the person and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to Rule 14A under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder and (ii) the class
and number of shares of capital stock of the Company which are beneficially
owned by such stockholder. The Company may require any proposed nominee to
furnish such other information as may reasonably be required by the Company to
determine the eligibility of such proposed nominee to serve as a director of the
Company. No person shall be eligible for election as a director of the Company
unless nominated in accordance with the procedures set forth herein.
The Chairman/Chairwoman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure and if he/she should so determine,
he/she shall so declare to the meeting and the defective nomination shall be
disregarded.
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Section 3. At each Annual Meeting of the stockholders of the Company,
independent public accountants shall be appointed by vote of the holders of
shares of the Common Stock, to audit the accounts and records of the Company and
its subsidiaries and to report on the financial statements for the current
fiscal year.
Section 4. At least ten (10) days before every election a complete list
of stockholders entitled to vote, arranged in alphabetical order, shall be
prepared and shall be open at the place where said election is to be held and at
the Company's principal place of business for said ten (10) days to the
inspection of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof and subject to the inspection of
any stockholder who may be present.
Section 5. Except as otherwise required by law, a representation of at
least a majority of the outstanding capital stock of the Company issued and
entitled to vote shall constitute a quorum requisite for the transaction of
business at all meetings of the stockholders; less than such quorum, however,
shall have power to adjourn any meeting from time to time without notice.
Section 6. Each stockholder of record having the right to vote at
meetings shall be entitled to one vote for each share of stock standing in his
name upon the books of the Company, to be voted by the stockholder in person, or
by duly authorized proxy or attorney. The record date for determining
stockholders entitled to vote shall be fixed under the provisions of Section 3
of Article XIV hereof, provided that if the transfer books are not closed and no
record date is fixed, the date on which the notice of the meeting is given, as
provided for in Section 9 of this Article II, shall be the record date for
determining stockholders entitled to vote. No authority as proxy or attorney
shall be valid unless executed in writing and dated not more than eleven (11)
months prior to the meeting at which it is to be used, except as otherwise
provided by law.
Section 7. All questions shall be decided by vote of a majority of the
stock present or represented and entitled to vote, unless otherwise especially
provided by law.
Section 8. Special meetings of the stockholders may be held outside the
State of Delaware and may be called by the Chairman/Chairwoman, the President,
or the Board of Directors.
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Section 9. In addition to any notice which may be required by law,
notice of the Annual Meeting for the election of directors and of all special
meetings of the stockholders shall be given by delivering or sending by mail
written or printed notice thereof, stating the object of such meeting, to each
stockholder appearing as such on the books of the Company and entitled to vote
at such meeting, and in case of mailing, at the address given on such books, at
least ten (10) days prior to an annual meeting or a special meeting; but
meetings may be held without notice if all stockholders are present in person or
represented by proxy or if notice is waived, whether before or after the time
stated therein, by those not present in person or represented by proxy. Except
as required by statute, no notice need be given of any adjourned meeting of
stockholders.
Section 10. At each meeting of the stockholders the polls shall be
opened and closed and the proxies and ballots shall be received and taken in
charge of and all questions touching on the qualifications of voters and the
validity of proxies and the acceptance and rejection of votes shall be decided
by two (2) Inspectors of Election. The Inspectors of Election shall also, if so
directed by the presiding officer of the meeting, decide and report upon the
presence of a quorum. Such Inspectors of Election shall be appointed by the
Board of Directors before or at the meeting, and if no such appointment shall
have been made, then by the presiding officer of the meeting. If for any reason
any of the Inspectors of Election previously appointed shall fail to attend or
refuse or be unable to serve, Inspectors of Election in place of any so failing
to attend or refusing or unable to serve shall be appointed either by the Board
of Directors or by the presiding officer of the meeting. No Inspector of
Election shall enter on the duties of his office or appointment until he takes
and subscribes an oath or affirmation before some person qualified by law to
administer oaths that he will faithfully, honestly, and impartially perform his
duties as an Inspector of Election to the best of this skill and ability.
Section 11. Article 14.1 of the Virginia Stock Corporation Act does not
apply to acquisitions of shares of stock of the Company.
ARTICLE III
Directors and Officers
Section 1. The business and affairs of the Company shall be managed
under the direction of a Board of Directors consisting of not less than
three (3) nor more than fifteen (15) directors, the exact number of directors
to be determined from time to time by resolution adopted by the affirmative
vote of a majority of the directors then in office or two-thirds of the
shares, represented by proxy or in person, entitled to vote and a meeting at
which a quorum is present.
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Section 2. Any director of the Company may resign at any time by giving
written notice to the President or the Secretary of the Company. Such
resignation shall take effect at the time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3. The officers shall be a Chairman/Chairwoman of the Board, a
President, one or more Vice Presidents, a Secretary and one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers, one or more
Comptrollers and one or more Assistant Comptrollers and such other officers as
the Board of Directors may from time to time deem necessary. One person may hold
more than one office, except that the same person shall not be President and a
Vice President, or President and Secretary, or President and Treasurer.
ARTICLE IV
Powers and Duties of Directors
Section 1. The Board of Directors shall choose the Chairman/Chairwoman of
the Board and the President from among their number. Vacancies in the Board,
except those caused by an increase in the number of directors authorized by more
than two (2), may be filled by a majority of the then members of the Board of
Directors, though less than a quorum.
Section 2. The Board of Directors shall elect the Vice Presidents, a
Secretary, a Treasurer, one or more Comptrollers, one or more Assistant
Secretaries, one or more Assistant Treasurers, and one or more Assistant
Comptrollers and shall have the power to constitute and appoint such other
officers as may be found necessary and the interests of the Company may require
and to fix, or delegate the power to fix, the compensation and define the duties
of all such officers.
Section 3. All the officers of the Company shall be subject to the orders
of the Board and may be removed by the Board at discretion.
Section 4. The Board of Directors may appoint from among its members an
Executive Committee by vote of a majority of the number of the directors fixed
by these By-Laws. A majority of the Committee shall be necessary to constitute a
quorum for the transaction of business. Regular meetings of the Committee may
be held on such days, and at such times as may be determined by a majority vote
of its members. Additional meetings shall be held as the Chairman/Chairwoman of
the Committee, or any two (2) members thereof shall from time to time call.
Except as otherwise provided by law, the
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Committee shall have power to consider and decide upon all questions
concerning the management and the affairs of the Company, including all
proposed liabilities, expenditures and contracts, together with such other
business as may be submitted to it from time to time by the officers of the
Company between meetings of the Board of Directors, and such business shall
be finally disposed of by the Committee; provided, however, that the Committee
shall preserve minutes of its meetings, which shall be submitted to the Board of
Directors at its regular meetings; and provided that the Committee shall have no
power or authority to amend the Certificate of Incorporation or By-Laws, to
adopt an agreement of merger, exchange or consolidation, to sell, lease, pledge
or exchange all or substantially all of the Company's assets, to adopt or revoke
a plan of dissolution, or, unless the Board expressly so provides by
resolutions, to declare a dividend or issue stock.
ARTICLE V
Meetings of Directors
Section 1. The Board of Directors shall at the next regular meeting
following the Annual Meeting of the stockholders, or at a special meeting called
for that purpose, elect and appoint officers to serve for the ensuing year, and
may transact such other business as may properly come before the meeting.
Section 2. All other regular meetings of the Board of Directors shall be
held at such time and place as shall be from time to time determined by
resolution of the Board of Directors. Notice shall not be required by any
regular meeting of the Board of Directors.
Section 3. Special meetings of the Board of Directors may be held at any
place upon the call of the Chairman/Chairwoman of the Board or the President.
The Secretary shall also call such meetings on written request of two (2)
directors.
Section 4. Any meeting of the Board of Directors may be held outside of the
State of Delaware.
Section 5. A written or printed notice of all special meetings of the Board
of Directors, delivered personally or mailed or telegraphed on or before the
second day preceding the date of meeting, addressed to a director at his/her
usual place of residence or such other place as he/she may designate, shall be
sufficient notice of such meetings. No notice shall be required to any director
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who shall be personally present at any meeting or who shall waive notice,
whether before or after the time stated therein. A meeting may be held at any
time when all of the Directors are present.
Section 6. A quorum of the Board competent to transact business shall
consist of the smallest number of directors necessary to constitute a majority
of the full Board. Less than a quorum may adjourn from time to time without
notice.
Section 7. All questions shall be decided by vote of a majority of the
Directors present, unless otherwise specifically provided by law or by these
By-Laws. The yeas and nays on any question shall be taken and recorded on the
minutes at the request of any Director.
ARTICLE VI
Chairman/Chairwoman of the Board
Section 1. The Chairman/Chairwoman of the Board shall, when present,
preside at all meetings of the Directors and of the stockholders. He/She shall
also generally have the power and perform the duties which by law and general
usage appertain to the office. He/She shall be the chief executive officer of
the Company and have charge of its business and affairs when so designated by
resolution of the Board of Directors.
ARTICLE VII
President
Section 1. The President shall be the chief operating officer of the
Company and shall direct the ordinary business operations of the Company. He/She
shall also be the chief executive officer of the Company and have charge of its
business and affairs unless the Board of Directors has by resolution designated
the Chairman/Chairwoman of the Board to be chief executive officer. He/She
shall, when present, in the absence of the Chairman/Chairwoman of the Board,
preside at all meetings of the Directors and of the stockholders. He/She shall
affix the corporate seal of the Company to instruments required by law, these
By-Laws, or by resolution of the Board of Directors to have the seal affixed by
the President. He/She shall sign certificates of stock and obligations, and
shall execute contracts and other instruments in behalf of the corporation
except as otherwise provided for by the Board of Directors. The President shall
also generally have the powers and perform the
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duties which by law and general usage appertain to the office. He/She shall
employ, or delegate the power to employ, such agents, managers and employees as
may be necessary and the interest of the Company may require and shall fix, or
delegate the power to fix, the compensation and define, or delegate the power to
define, the duties of all such agents, managers and employees.
ARTICLE VIII
Vice President
Section 1. A Vice President shall in the absence or disability or at the
request of the President, perform the duties of the President, and perform such
other duties as shall, from time to time, be imposed upon him/her by the Board.
The performance of any such duty by a Vice President shall be conclusive
evidence of his/her right to act.
ARTICLE IX
Secretary
Section 1. The Secretary shall keep, in proper books provided for that
purpose, a record of all meetings and proceedings of the Board of Directors, and
also the minutes of the stockholders' meeting. He/She shall record all votes of
the corporation. He/She shall carefully preserve and keep in his custody in the
office of the Company all letters, contracts, leases, assignments, deeds and
other instruments in writing and documents not properly belonging to the office
of the Treasurer; shall attend to such correspondence of the Company as the
Board of Directors shall direct, and shall perform such other duties as he/she
may be charged with by the Board of Directors or by law or as by general usage
appertain to his/her office.
ARTICLE X
Assistant Secretaries
Section 1. An Assistant Secretary shall, in the absence or disability or at
the request of the Secretary, perform the duties of the Secretary, and perform
such other duties as shall, from time to time, be imposed upon him/her by the
Board. The performance of any such duty by an Assistant Secretary shall be
conclusive evidence of his/her right to act.
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ARTICLE XI
Treasurer
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's funds.
He/She shall have full authority to receive and give receipts for all money due
and payable to the Company from any source whatever, and to endorse checks,
drafts and warrants in its name and on its behalf, and to give full discharge
for the same. He/She shall sign all certificates of stock, checks, notes and
drafts, except as otherwise provided for by the Board of Directors. He/She shall
also affix the seal of the Company to all certificates of stock and other
instruments of writing required or directed by law, these By-Laws, or by
resolution of the Board of Directors to have the seal affixed by him/her. He/She
shall also perform such other duties as he/she may be charged with by the Board
or Directors or by law or as by general usage appertain to his/her office.
Section 2. The Treasurer shall execute, if required by the Board, a bond in
the penalty fixed by the Board, with such surety as the Board may approve,
conditioned for the delivery to the President, or according to the order of the
Board, in case of his/her (Treasurer's) decease, resignation or discharge, of
all moneys, bonds, evidences of debt, vouchers, accounts, books, writings, and
papers belonging to the Company, received by him/her or in his/her possession,
charge or custody, and for the faithful performance of all duties of his/her
office.
ARTICLE XII
Assistant Treasurer
Section 1. An Assistant Treasurer shall, in the absence or disability or at
the request of the Treasurer, perform the duties of the Treasurer and perform
such other duties as shall, from time to time, be imposed upon him/her by the
Board. The performance of any such duty shall be conclusive evidence of his/her
right to act. He/She shall execute, if required by the Board, a bond in the same
manner as the Treasurer, as provided in Section 2, Article XI, of these By-Laws.
ARTICLE XIII
Comptroller
Section 1. The Comptroller shall be the chief accounting officer of the
Company. He/She shall cause to be kept full and accurate books and accounts of
all assets, liabilities and transactions of the Company. He/She shall develop
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and establish systems and procedures to maintain internal controls, to report on
operations, and to provide financial statements. The Comptroller shall also
perform such other duties as he/she may be charged with by the Board of
Directors or by law or as by general usage appertain to his/her office.
ARTICLE XIV
Assistant Comptroller
Section 1. An Assistant Comptroller shall, in the absence or disability or
at the request of the Comptroller, perform the duties of the Comptroller and
perform such other duties as shall from time to time be imposed upon him/her by
the Board. The performance of any such duty shall be conclusive evidence of
his/her right to act.
ARTICLE XV
Corporate Seal
Section 1. The Company shall have a corporate seal, which shall be circular
in form, with the name of the Company on the circumference, and "Delaware" in
the center.
ARTICLE XVI
Certificates of Stock and Transfer Thereof
Section 1. Each stockholder of the Company shall be entitled to receive a
certificate of the number of shares standing to his, her or their credit on the
books of the Company, which certificate shall be signed by the President or a
Vice President or other officer designated by the Board of Directors,
countersigned by the Treasurer or an Assistant Treasurer and sealed with the
common seal of the Company. The signature, countersignature and seal, or any of
them required by this Section, may be executed in facsimile, engraved or
printed, if the certificate of stock is countersigned by a transfer agent or
registered by a registrar appointed by the Board of Directors which shall not be
the Company or an employee of the Company. In case any such officer, who has
signed or countersigned or whose facsimile signature or countersignature has
been placed upon such certificate, shall have ceased to be such before such
certificate is issued, it may be issued by the Company with the same effect as
if such officer had not ceased to be such at the date of its issue. Said
certificates shall be in such form as the Board of Directors shall from time to
time prescribe.
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Section 2. The shares may be transferred on the books of the Company, by
the holder thereof in person or by duly authorized attorney, upon surrender of
the certificates properly endorsed.
Section 3. The Board of Directors shall have power to close the stock
transfer books of the Company for a period not exceeding forty (40) days
preceding the date of any meeting of the stockholders or the date for payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go in effect, or for a period
of not exceeding forty (40) days in connection with obtaining the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date not exceeding forty (40) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent as a record date for the determination of the stockholders entitled to
notice of, and to vote at any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Company after any
such record date fixed as aforesaid.
Section 4. Where a certificate for capital stock of the Company has been
lost or destroyed, the proper officers of the Company may execute and issue a
new certificate therefor upon satisfactory proof of such loss or destruction and
upon giving of a bond, with or without surety, to protect the Company from any
liability or expense which it may incur by reason of the original certificate
remaining outstanding.
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ARTICLE XVII
Fiscal Year
Section 1. The fiscal year of this Company shall be the calendar year.
ARTICLE XVIII
Amendments
Section 1. These By-Laws may be altered, added to or repealed at any annual
or special meeting of the stockholders or at any regular or special meeting of
the Board of Directors.