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Exhibit 3 (ii)
BY-LAWS
OF
BAY STATE GAS COMPANY
ARTICLE I
STOCKHOLDERS' MEETINGS
The annual meeting of the stockholders of Bay State Gas Company
entitled to vote thereat shall be held on the fourth Thursday in January in
each year; and special meetings of the stockholders entitled to vote thereat
shall be held whenever the Chairman of the Board of Directors, the President
or a majority of the Board of Directors, in their discretion, shall order the
same, or whenever one or more stockholders, holding in the aggregate not less
than one-tenth (1/10) of the capital stock of the Corporation entitled to vote
at such meeting, shall so request the Clerk in writing, which writing shall
indicate the purposes for which said meeting is to be called.
All such meetings, both annual and special, may be held in such place
in The Commonwealth of Massachusetts as the call therefor shall specify, and
notice of every such meeting shall be given to each stockholder of record
entitled to vote at the meeting by mailing a notice not less than seven (7)
nor more than sixty (60) days before the day named for the meeting. Notices
of all meetings of stockholders shall state the purposes for which the
meetings are called.
In the event of the annual meeting, by mistake or otherwise, not being
called and held as herein provided, a special meeting of the stockholders may
be called and held in lieu of and for the purposes of the annual meeting. Any
such special meeting may be called in the same manner as other special
meetings. Any election had or business done at any such special meeting shall
be as valid and effectual as if had or done at a meeting called as an annual
meeting and duly held on said date.
At any meeting, the holders of record of a majority of the shares
entitled to vote at the meeting, present in person or by proxy, shall
constitute a quorum, but less than a quorum may adjourn the meeting, either
sine die or to a date certain.
At any meeting, each stockholder of the Corporation entitled to vote
at such meeting shall have one vote in person or by proxy for each share of
stock having voting rights registered in his name on the books of the
Corporation. A stockholder may vote through a proxy authorized by a written
instrument signed by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid unless executed within six months
previous to the meeting at which it is used.
ARTICLE II
BOARD OF DIRECTORS
The property, business and affairs of the Corporation shall be managed
by a Board of Directors, and they are hereby vested with all the powers which
the Corporation itself possesses so far as such delegation of power is not
incompatible with the provisions of these By-Laws, the Articles of
Organization or the laws of the Commonwealth of Massachusetts. No Director
need be a stockholder of the Corporation.
Effective January 26, 1995
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The Board of Directors shall be comprised of such number of Directors
as shall be fixed by the Board from time to time, but not less than eight nor
more than thirteen. The Board as so comprised shall be divided into three
classes having as nearly equal a number of Directors in each class as
possible. The term of office of each class shall be three years, with the
term of office of not more than one class expiring in any particular year.
At each annual meeting of shareholders, the successors to the class of
Directors whose terms expire at that time shall be elected to serve for terms
of three years. In the event of any increase or decrease in the number of
Directors, the additional or eliminated Directorships shall be so classified
or chosen so that all classes of Directors shall remain or become as nearly
equal in number as possible.
Any vacancy occurring in the Board of Directors from the death,
resignation, removal, disqualification or inability to act of any Director, or
from an increase in the size of the Board, may be filled for the unexpired
term of the vacant Directorship by majority vote of the remaining Directors,
even if the number of remaining Directors be less than a quorum, and provided
that the Director so elected by the Board to fill such vacancy shall be
subject to subsequent election by the shareholders of the Corporation at the
next annual meeting of shareholders to serve for the unexpired term of the
vacant Directorship.
The Directors may appoint and remove at pleasure such subordinate
officers and employees as may seem to them wise.
They shall have access to the books, vouchers and funds of the
Corporation; shall determine upon the forms of the certificates of stock and
of the corporate seal; shall fix all salaries and fees; may fill all vacancies
that may occur at any time during the year in any office; and shall declare
dividends from time to time as they may deem best.
Meetings of the Board of Directors may be held at any time and place
within The Commonwealth of Massachusetts or elsewhere within the United States
on call of the Chairman of the Board of Directors, the President or any two
Directors, twenty-five hours' notice thereof being given. Any such meeting,
however, and all business transacted thereat, shall be legal and valid without
notice if all the members of the Board are present in person or participating
therein, or if the members who are absent waive notice by a written instrument
filed with the records of the meeting.
A majority of the Board of Directors 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 as adjourned without further notice.
When a quorum is present at or participating in any meeting, a majority of the
members in attendance thereat or participating therein shall decide any
question brought before such meeting.
Members of the Board of Directors shall be entitled to such reasonable
compensation for their services as Directors as shall be fixed from time to
time by vote of the Board of Directors and shall also be entitled to
reimbursement for any reasonable expenses incurred in connection with
attendance at meetings thereof. The compensation of Directors may be on such
basis as shall be determined in the vote of the Board relating thereto.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors, by vote or votes duly adopted, may appoint
such committees as said Board may deem appropriate. Each committee shall
consist of three (3) or more members of the Board of Directors and shall have
and may exercise such powers and authority as shall be conferred or authorized
by the vote(s) establishing it and as allowed by law. Each committee shall
have such name as may be determined by the vote(s) establishing it. The
existence of any committee may be terminated, or its powers and authority
modified, at any time by vote of the
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Board of Directors. Members of each committee shall be entitled to receive a
fee for attendance at meetings thereof as shall be provided or authorized by
the vote(s) establishing it, and all members of each committee shall be
entitled to reimbursement for expenses incurred in connection with attendance
at meetings thereof.
Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. Unless otherwise
determined by the Board of Directors, each committee may appoint a chairman
and a secretary and such other officers of the committee as it may deem
advisable and may determine (a) the time and place of holding each meeting
thereof, (b) the notice of meetings to be given to members and (c) all other
procedural questions which may arise in connection with the work of such
committee.
ARTICLE IV
OFFICERS
The officers of the Corporation shall be a Chairman of the Board of
Directors, a President, one or more Vice Presidents, a Treasurer, one or more
Assistant Treasurers, a Clerk, any Assistant Clerk, a Controller and such
other officers and agents as the Directors may from time to time authorize.
No officer need be a stockholder of the Corporation.
All officers of the Corporation shall be elected, chosen or appointed
by the Board of Directors at its first meeting after the annual meeting of
stockholders, or special meeting held in lieu thereof. Each of said officers
so elected, chosen or appointed shall hold his office until the first meeting
of Directors after the next annual meeting of stockholders, or special
meeting in lieu thereof, and until his successor shall have been chosen and
qualified, or until his death, resignation or removal.
Any officer may be removed from office, with or without cause, at any
time by the affirmative vote of a majority of the Board of Directors.
ARTICLE V
CHAIRMAN OF THE BOARD OF DIRECTORS
PRESIDENT
The Chairman of the Board of Directors and the President shall be
chosen from among the members of the Board of Directors.
The Chairman of the Board of Directors shall preside at all meetings
of the stockholders and of the Directors when present.
The President shall be the chief executive officer of the Corporation
and, subject to its Board of Directors, shall exercise general supervision of
its affairs, shall have general charge of the business of the Corporation and
shall perform all the duties of his office prescribed by law or by vote of the
Directors.
In the absence of the Chairman of the Board of Directors, the
President shall, with like authority, preside at meetings both of the
stockholders and of the Directors. In the absence of the Chairman of the
Board of Directors and of the President, any Vice President shall preside with
like authority. In the absence of the Chairman of the Board of Directors, the
President and all the Vice Presidents, a President pro tempore shall be
chosen.
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ARTICLE VI
VICE PRESIDENTS
Any Vice President shall have, in addition to any duties and powers
set forth in these By-Laws, such duties and powers as are usually incident to
such office and as the Directors shall from time to time designate.
ARTICLE VII
THE CLERK
The Clerk, who shall be sworn, shall be the Clerk both of the
Directors and of the Corporation; and shall attend all meetings of the
stockholders and the Board of Directors, keep accurate records thereof and
perform all other duties incident to such office.
In the absence of the Clerk and any Assistant Clerk from any of the
meetings, a Clerk pro tempore shall be chosen.
ARTICLE VIII
ASSISTANT CLERK
In case of the death, absence or inability to act of the Clerk, any
Assistant Clerk, who shall be sworn, shall have all the powers and perform all
the duties of the Clerk.
ARTICLE IX
TREASURER
The Treasurer shall perform such duties as are deemed by superior
executive officers of the Corporation incident to the office of Treasurer and
such other duties as from time to time may be assigned by the Board of
Directors.
ARTICLE X
ASSISTANT TREASURERS
In case of the death, absence or inability to act of the Treasurer,
any Assistant Treasurer shall have all the powers and perform all the duties
of the Treasurer, subject to such limitations as the Board of Directors may
impose.
ARTICLE XI
CONTROLLER
The Controller shall cause accurate books of account of the
Corporation's transactions to be kept, which books shall be the property of
the Corporation and shall be subject at all times to the inspection and
control of the Board of Directors. He shall be responsible for the
preparation and filing of necessary statements and reports and shall perform
such other duties as from time to time may be assigned by the Board of
Directors.
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ARTICLE XII
CERTIFICATES OF STOCK
Each stockholder shall be entitled to a certificate representing shares
of the capital stock of the Corporation owned by him, in such form as shall,
in conformity to law, be prescribed from time to time by the Board of
Directors. Certificates of stock shall be signed by the President or a Vice
President and the Treasurer or an Assistant Treasurer and sealed with the
corporate seal. Such seal may be a facsimile, engraved or printed. When any
such certificate is manually signed by a transfer agent and/or by a
registrar, the signatures of the President, Vice President, Treasurer or
Assistant Treasurer of the Corporation upon such certificate may be
facsimiles, engraved or printed. In case any officer who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to
be such before the certificate is issued, it may be issued by the Corporation
with the same effect as if such officer had not ceased to be such at the time
of its issue.
Shares of stock of the Corporation may be transferred on the books of
the Corporation by the registered owner thereof or by his duly authorized
attorney by assignment thereof in writing, accompanied by delivery of the
certificate. No such transfer of stock, however, shall affect the right of
the Corporation to pay any dividend thereon or to treat the holder of record
as the holder in fact until the transfer has been recorded upon the books of
the Corporation or a new certificate has been issued to the person to whom the
stock has been transferred.
In case of the loss of a certificate, a duplicate may be issued upon
such reasonable terms as the Board of Directors shall prescribe.
The Board of Directors may appoint one or more transfer agents and one
or more registrars and may require all certificates representing shares of the
Corporation's stock to bear the signature or signatures of any of them.
ARTICLE XIII
FISCAL YEAR
The fiscal year of the Corporation shall end on the 30th day of
September in each year.
ARTICLE XIV
AMENDMENTS
These By-Laws may, upon notice, be altered, amended or repealed at any
meeting of the stockholders by vote of the holders of two-thirds (2/3) or more
of the stock entitled to vote at such meeting. Notwithstanding the
foregoing, as provided in the Articles of Organization, a majority of the
Directors may make, amend or repeal these By-Laws in whole or in part, except
with respect to any provision thereof which by law or the Articles of
Organization requires action by the stockholders.
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