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EXHIBIT 3.4
FORM OF
NEW NISOURCE INC.
AMENDED AND RESTATED
BY-LAWS
AMENDED AND RESTATED AS OF
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FORM OF
BY-LAWS
OF
NEW NISOURCE INC.
ARTICLE I
SEAL
The corporate seal of the Corporation shall consist of a metallic stamp
circular in form, bearing in its center the figures "2000" and the words
"Incorporated" and "Delaware" and on the outer edge the name of the Corporation.
ARTICLE II
OFFICES
The location of the Corporation's principal office shall be at 801 East
86th Avenue, in the Town of Merrillville, County of Lake, in the State of
Indiana.
The Corporation may, in addition to its principal office in the State
of Indiana, establish and maintain an office or offices in such other states and
places as the Board of Directors may from time to time find necessary or
desirable.
The books, documents, and papers of the Corporation, except as may be
otherwise required by the laws of the State of Delaware, may be kept outside of
the said State at such places as the Board of Directors may from time to time
designate.
ARTICLE III
CAPITAL STOCK
Every stockholder shall be entitled to have a certificate, signed by,
or in the name of the Corporation by, the Chairman, the President or a Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation; provided, however, that any such signature on the
certificate may be a facsimile. In case any officer or officers, Transfer Agent
or Registrar who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate or certificates shall cease to be
such officer or officers of the Corporation, Transfer Agent or Registrar,
whether because of death,
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resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures
shall have been used thereon had not ceased to be such officer or officers of
the Corporation, Transfer Agent or Registrar. Such certificates shall be
transferable on the stock books of the Corporation in person or by attorney,
but, except as hereinafter provided in the case of loss, destruction or
mutilation of certificates, no transfer of stock shall be entered until the
previous certificate, if any, given for the same shall have been surrendered and
canceled.
The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.
The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation. It may appoint one or more Transfer Agents or one or more
Registrars or both, and may require all certificates of stock to bear the
signature of either or both.
In order that the Corporation may determine the stockholders entitled
to notice of, or to vote at, a meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
other change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix in advance a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If in any case
involving the determination of stockholders for any purpose other than notice of
or voting at a meeting of stockholders the Board shall not fix such a record
date, the record date for determining stockholders for such purpose shall be the
close of business on the day on which the Board shall adopt the resolution
relating thereto. A determination of stockholders entitled to notice of, or to
vote at, a meeting of stockholders, shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.
In case of loss, destruction or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, destruction or
mutilation and upon the giving to the Corporation of a bond sufficient to
indemnify the Corporation, its Transfer Agents and Registrars, against any claim
that may be made against it or them on account of the alleged loss or
destruction of any such certificate or the issuance of such new certificate;
provided, however, that a new certificate may be issued without requiring any
bond when, in the judgment of the Board of Directors, it is proper so to do.
ARTICLE IV
STOCKHOLDERS' MEETINGS
(a) All meetings of the stockholders shall be held at such place,
either within or without the State of Delaware as the Board of Directors shall
determine. The place at which any given meeting shall be held shall be
distinctly specified in the notice of such meeting.
(b) The annual meeting of the stockholders of the Corporation, for
the election of Directors and for the transaction of such other business as may
come before the meeting, shall be held on the
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second Wednesday in April of each year, at ten o'clock in the morning, unless
such day shall fall on a legal holiday, in which event the annual meeting shall
be held on the day following. Such date and time of meeting may be changed by
action of the Board of Directors.
(c) Special meetings of stockholders of the Corporation may be called
only by the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any such resolution
is presented to the Board for adoption)
(d) If the annual meeting of the stockholders is not held as herein
prescribed, the election of Directors may be held at any meeting thereafter
called pursuant to these By-Laws.
(e) Notice of the annual and of all special meetings of the
stockholders shall be given each holder of stock of the Corporation having power
to vote at such meeting by depositing in the United States mail a written or
printed notice of the same not less than ten nor more than sixty days prior to
the meeting, with postage prepaid, to each such stockholder of record of the
Corporation and addressed to him at his address as registered upon the books of
the Corporation. Except in special cases where other provision is made by
statute, no publication of any notice of a meeting of stockholders shall be
required. Every notice of a meeting of stockholders shall state the place, date
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy except a stockholder who shall attend such meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Except where otherwise required by statute for an adjournment
exceeding thirty days or if a new record date is fixed for the adjourned
meeting, notice of any adjourned meeting of the stockholders of the Corporation
shall not be required to be given if the time and place thereof are announced at
the meeting which is adjourned.
It shall be the duty of the officer who shall have charge of the stock
ledger of the Corporation to prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
said meeting, arranged in alphabetical order, showing their addresses of record
and the number of shares held by each. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city, town or village where the meeting is to be
held and which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where said meeting is to be held, and the list shall
be produced and kept at the time and place of the meeting during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
(f) The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person, or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of any business except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws. If, however, such majority
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat present in person or by proxy shall have
power to adjourn the meeting from time to time. At any such adjourned meeting at
which the requisite amount of voting stock shall be represented any business may
be transacted which might have been transacted at the meeting as originally
called.
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(g) Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.
(h) At any annual or special meeting of stockholders, proposals by
stockholders and persons nominated for election as directors by stockholders
shall be considered only if advance notice thereof has been timely given as
provided herein and such proposals or nominations are otherwise proper for
consideration under applicable law and the Certificate of Incorporation and
By-Laws of the Corporation. Notice of any proposal to be presented by any
stockholder or of the name of any person to be nominated by any stockholder for
election as a director of the Corporation at any meeting of stockholders shall
be delivered to the Secretary of the Corporation at its principal executive
office not less than 60 nor more than 90 days prior to the date of the meeting;
provided, however, that if the date of the meeting is first publicly announced
or disclosed (in a public filing or otherwise) less than 70 days prior to the
date of the meeting, such advance notice shall be given not more than ten days
after such date is first so announced or disclosed. Public notice shall be
deemed to have been given more than 70 days in advance of the annual meeting if
the Corporation shall have previously disclosed, in these By-Laws or otherwise,
that the annual meeting in each year is to be held on a determinable date,
unless and until the Board determines to hold the meeting on a different date.
Any stockholder who gives notice of any such proposal shall deliver therewith
the text of the proposal to be presented and a brief written statement of the
reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each class
of stock of the Corporation beneficially owned by such stockholder and any
material interest of such stockholder in the proposal (other than as a
stockholder). Any stockholder desiring to nominate any person for election as a
director of the Corporation shall deliver with such notice a statement in
writing setting forth the name of the person to be nominated, the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such person, the information regarding such person required by paragraphs
(a), (e) and (f) of Item 401 of Regulation S-K adopted by the U.S. Securities
and Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the U.S. Securities and Exchange Commission applicable
to the Corporation), such person's signed consent to serve as a director of the
Corporation if elected, such stockholder's name and address and the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such stockholder. As used herein, shares "beneficially owned" shall mean all
shares as to which such person, together with such person's affiliates and
associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934),
may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as well as all shares as to which such person,
together with such person's affiliates and associates, has the right to become
the beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given and shall
direct that proposals and nominees not be considered if such notice has not been
given.
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ARTICLE V
BOARD OF DIRECTORS
(a) The management of business and affairs of the Corporation shall
be under the direction of a Board of Directors consisting of not less than nine
(9) or more than twelve (12) persons, the exact number to be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time of any such
resolution is presented to the Board for adoption). At the ____ annual meeting
of stockholders, the directors shall be divided into three classes, as nearly
equal in number as possible, with the term of office of the first class to
expire at the ____ annual meeting of stockholders, the term of office of the
second class to expire at the ____ annual meeting of stockholders and the term
of office of the third class to expire at the ____ annual meeting of the
stockholders. Except as otherwise provided in the Corporation's Certificate of
Incorporation, at each annual meeting of the stockholders following such initial
classification and election, directors elected to succeed those directors whose
terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of the stockholders after their election.
(b) Any director of the Corporation may resign at any time by giving
written notice thereof to the Corporation. Such resignation shall take effect at
the time specified therefor, and unless otherwise specified with respect thereto
the acceptance of such resignation shall not be necessary to make it effective.
Subject to the rights of the holders of the Preferred Stock to elect directors
under specified circumstances, any director, or the entire Board of Directors,
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 80 percent of the combined voting
power of all of the then outstanding shares of stock of all classes and series
of the Corporation entitled to vote generally (the "Voting Stock"), voting
together as a single class (it being understood that, for all purposes of these
By-Laws, each share of the Preferred Stock shall have the number of votes
granted to it pursuant to the Corporation's Certificate of Incorporation or any
designation of terms of any class or series of Preferred Stock made pursuant to
the Certificate of Incorporation). The Corporation must notify the director of
the grounds of his impending removal and the director shall have an opportunity,
at the expense of the Corporation, to present his defense to the stockholders by
a statement which accompanies or precedes the Corporation s solicitation of
proxies to remove him. The term 'entire Board' as used in these By-Laws means
the total number of directors which the Corporation would have if there were no
vacancies.
(c) Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, even though less than a quorum of the Board of Directors, acting
at a regular or special meeting. If any applicable provision of the Delaware
General Corporation Law expressly confers power on stockholders to fill such a
directorship at a special meeting of stockholders, such a directorship may be
filled at such a meeting only by the affirmative vote of at least 80 percent of
the Voting Stock of the Corporation; provided, however, that when (a) pursuant
to the provisions of Article IV of the Certificate of Incorporation the holders
of Preferred Stock have the right, and have exercised such right, to elect
directors and (b) The Delaware General Corporation Law expressly confers on
stockholders voting rights as aforesaid, if the directorship to be filled had
been occupied by a director elected by holders of Common Stock, then such
directorship shall be filled by an 80 percent vote as aforesaid, but if such
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directorship to be filled had been elected by holders of Preferred Stock, then
such directorship shall be filled by the majority vote of the holders of
Preferred Stock. Any director elected in accordance with the two preceding
sentences shall hold office for the remainder of the full term of the directors
in which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified. No decrease in the
authorized number of directors constituting the entire Board of Directors shall
shorten the term of any incumbent director.
(d) Without prejudice to the general powers conferred by subdivision
(a) of this Article, the Board of Directors shall have and exercise each and
every power granted to them in Article VI of the Certificate of Incorporation of
the Corporation.
(e) Regular meetings of the Board of Directors shall be held at such
office or offices, whether within or without the State of Delaware, and at such
times as the Board shall from time to time determine.
Special meetings of the Board of Directors may be called at any time by
the Chief Executive Officer or, if he is incapacitated or unable to call such
meetings, by any member of the Board of Directors. Such meetings may take place
in the office of the Corporation in the State of Delaware or in such office or
offices as the Directors may establish.
(f) Except as aforesaid, notice of all special meetings of the Board
of Directors shall be given to each Director by five days' service of the same
by telegram, or telephone or letter or personally. Notice of any special meeting
of the Board of Directors shall state the place and hour of the meeting, but
need not state the purposes thereof. Notice of any meeting of the Board or of
any Committee need not be given to any Director if waived by him in writing, or
by telegraph or cable, whether before or after such meeting be held, or if he
shall be present at the meeting; and any meeting of the Board of Directors or of
any Committee shall be a legal meeting without any notice thereof having been
given, if all the members shall be present thereat. Notice of regular meetings
of the Board need not be given. In the absence of written instructions from a
Director designating some other address, notice shall be sufficiently given if
addressed to him at his usual business address.
(g) Except as provided in clause (c) of this Article, a majority of
the total number of Directors shall constitute a quorum for the transaction of
business at all meetings of the Board of Directors; but less than a quorum may
adjourn the meeting.
(h) Each Director of the Corporation shall be entitled to receive
such fixed sum per meeting of the Board of Directors attended, or such annual
sum, or both, as the Board shall from time to time determine, together with his
expenses of attendance at such meeting.
ARTICLE VI
COMMITTEES
(a) The Board of Directors may from time to time, in its discretion,
by resolution passed by a majority of the Board, designate, and appoint, from
the directors committees of one or more persons which shall have and may
exercise such lawfully delegable powers and duties conferred or authorized by
the resolutions of designation and appointment. The Board of Directors shall
have power at any time to
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change the members of any such committee, to fill vacancies, and to discharge
any such committee.
(b) Unless the Board of Directors shall provide otherwise, the
presence of one-half of the total membership of any committee of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of such committee and the act of a majority of those present shall be
necessary and sufficient for the taking of any action thereat.
ARTICLE VII
OFFICERS
(a) The officers of the Corporation shall be the President, one or
more Vice Presidents, the Secretary, and the Treasurer, who shall be elected by
the Board of Directors, and may include the Controller, such additional
Assistant Secretaries, Assistant Treasurers, and special subordinate officers as
may from time to time be elected or appointed by the Board of Directors or
appointed by the Chief Executive Officer. A Chairman and a Vice Chairman may be
elected by the Board of Directors. The Board shall designate an officer as the
Chief Executive Officer.
Any two of the above offices may be held by the same person except
those of Chairman or President, and Secretary.
The Chief Executive Officer shall, if present, preside at all meetings
of the stockholders and at all meetings of the Board of Directors, provided,
however, that if there is a Chairman who is not the Chief Executive Officer, the
Chairman if present, shall preside at all meetings of the stockholders and the
Board of Directors. The Chief Executive Officer or an officer designated by him
shall make a report on the state of the business of the Corporation at each
annual meeting of stockholders.
All of the officers of the Corporation shall hold office for one year
and until others are elected or appointed and qualified in their stead, unless
in the election or appointment of the officer it shall be specified that he
holds his office for a shorter period or subject to the pleasure of the Board of
Directors or the Chief Executive Officer.
All vacancies in such offices by resignation, death or otherwise may be
filled by the Board of Directors. In the case of absence or inability to act of
any officer of the Corporation, and of any person herein authorized to act in
his place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any Director or other person whom
they may select.
(b) The Chief Executive Officer shall have general and active
supervision and direction over the business and affairs of the Corporation and
over its several officers; subject, however, to the control of the Board of
Directors. He shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall perform such other duties as may be
assigned to him from time to time by the Board of Directors.
(c) The Chairman or Vice Chairman if elected, shall perform such
duties as from time to time may be assigned by the Board of Directors.
(d) The President and the Vice Presidents shall perform such duties
as the Board of Directors shall, from time to time, require.
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(e) The Treasurer shall have charge and be responsible for keeping
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation, depositing all moneys and other valuables in the name and to
the credit of the Corporation, in such depositaries as may be directed by the
Board of Directors, disbursing the funds of the Corporation as may be ordered by
the Board or the Chief Executive Officer taking proper vouchers therefor, and
rendering to the Chief Executive Officer and the Directors whenever they may
require it an account of all his transactions as Treasurer and of the financial
condition of the Corporation.
He shall also perform such other duties as the Board of Directors may
from time to time require.
If required by the Board of Directors he shall give the Corporation a
bond in a form and in a sum with surety satisfactory to the Board of Directors
for the faithful performance of the duties of his office and the restoration to
the Corporation in the case of his death, resignation or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in his
possession belonging to the Corporation.
At the request of the Treasurer, or in his absence or inability to act,
the Assistant Treasurer or, if there be more than one, the Assistant Treasurer
designated by the Treasurer, shall perform the duties of the Treasurer and when
so acting shall have the powers of and be subject to all the restrictions of the
Treasurer. The Assistant Treasurers shall perform such other duties as may from
time to time be assigned to them by the Chief Executive Officer, the Treasurer
or the Board of Directors.
(f) The Secretary shall attend all meetings of the Board of Directors
and of the stockholders and act as Clerk thereof and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for the standing committees when required.
He shall keep in safe custody the seal of the Corporation and, whenever
authorized by the Board, affix the seal to any instrument requiring the same.
He shall see that proper notice is given of all meetings of the
stockholders of the Corporation and of the Board of Directors and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.
At the request of the Secretary, or in his absence or inability to act,
the Assistant Secretary or, if there be more than one, the Assistant Secretary
designated by the Secretary, shall perform the duties of the Secretary and when
so acting shall have all the powers of and be subject to all the restrictions of
the Secretary. The Assistant Secretaries shall perform such other duties as may
from time to time be assigned to them by the Chief Executive Officer, the
Secretary or the Board of Directors.
(g) Any officer of the Corporation may be removed, either with or
without cause, at any time, by resolution adopted by the Board of Directors at a
regular meeting or at a special meeting of the Board called for that purpose, by
any Committee upon whom such power of removal may be conferred by the Board of
Directors or by a superior officer upon whom such power of removal may be
conferred by the Board of Directors.
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ARTICLE VIII
CONTRACTS, CHECKS, NOTES, ETC.
(a) All contracts and agreements authorized by the Board of Directors
shall, unless otherwise directed by the Board of Directors, or unless otherwise
required by law, be signed by any one of the following officers: the Chairman,
the President, any Vice President, the Treasurer, the Secretary, any Assistant
Treasurer or any Assistant Secretary, any other person authorized by a
resolution of the Board of Directors, and any other person authorized by the
Chairman, as evidenced by a written instrument of delegation. Any such
authorization by the Board of Directors or the Chairman shall remain in effect
until rescinded by action of the Board of Directors or (in the case of a
delegation by the Chairman) by the Chairman and, where it identifies the
authorized signatory by office rather than by name, shall not be rescinded
solely by virtue of a change in the person holding that office or a temporary
vacancy in that office. All checks, drafts, notes, bonds, bills of exchange and
orders for the payment of money (including orders for repetitive or
non-repetitive electronic funds transfers) may be signed by any one of the
Chairman, the President, any Vice President, the Treasurer, any Assistant
Treasurer or the Controller or in such manner as shall from time to time be
determined by resolution of the Board of Directors. Further, the Treasurer is
authorized to designate to the Corporation's banks, in writing, individuals
employed in the NiSource Corporate Services Company, who need not be officers or
employees of the Corporation, to give in the name of the Corporation telephonic,
telegraphic, or electronic transfer instructions for the payment of money, which
may, with respect to routine items, include instructions as to the amount to be
transferred, to any bank, pursuant to previously issued written orders, signed
by officers of the Corporation in any manner provided above, which designate the
recipients of such amounts and which identify what shall be treated as routine
items.
(b) Anything in subdivision (a) of this Article VIII to the contrary
notwithstanding, the officers of this Corporation may open in the name of the
Corporation special accounts appropriately designated in which shall be
deposited funds of the Corporation transferred from the Corporation's other
accounts by its checks signed in accordance with the requirements of subdivision
(a) of this Article VIII, but from which special accounts funds may be disbursed
by check, draft, or other instrument of the Corporation designated as drawn
against such special account and signed by the single signature of any one of
the executive officers of the Corporation authorized by subdivision (a) of this
Article VIII to sign checks, drafts and other instruments of the Corporation or
signed by the single signature of any other person expressly authorized by the
Board to sign checks, drafts and other instruments disbursing funds from such
special accounts.
(c) Anything in subdivision (a) of this Article VIII to the contrary
notwithstanding, (i) bonds, notes, debentures and other evidence of indebtedness
of the Corporation issued under an indenture may be executed in the name of the
Corporation by the facsimile signature, printed, engraved or otherwise used
thereon, of the Chairman, the President, any Vice President, the Treasurer or
any Assistant Treasurer of the Corporation, and the corporate seal affixed
thereto or impressed, printed, engraved or otherwise reproduced thereon may be
attested by the facsimile signature of the Secretary or an Assistant Secretary
of the Corporation, provided that the indenture require the same to be
authenticated by the trustee under such indenture, and (ii) interest coupons
attached to any such bond, note, debenture or other evidence of indebtedness may
be executed on behalf of the Corporation by the facsimile signature of the
Treasurer or any Assistant Treasurer of the Corporation.
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ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January in each year.
ARTICLE X
AMENDMENT OF BY LAWS
These By-Laws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting or, in the case of a
meeting of the Board of Directors, in a notice given not less than two days
prior to the meeting; provided, however, that, notwithstanding any other
provisions of these By-Laws or any provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the Voting Stock required by law, the
Certificate of Incorporation, any class or series of Preferred Stock or these
By-Laws, the affirmative vote of at least 80 percent of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such alteration, amendment or repeal is
presented to the Board for adoption), shall be required to alter, amend or
repeal Article IV (c) , IV (g) , V (a) , V (b), V (c) , and V (g) of these
By-Laws or this proviso to this Article X of these By-Laws.
I, _________________________, Secretary of NEW NISOURCE INC., hereby
certify that the foregoing constitutes a true and correct copy of the By-Laws of
said Corporation, amended and restated as of ______________________, _____.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said
Corporation, this ____ day of ____________, _______.
/s/
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Secretary
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