EXHIBIT 3(E)
ALABAMA GAS CORPORATION
BY-LAWS
As Amended Through October 30, 2002
ARTICLE I
SECTION 1. The annual meeting, for the purpose of electing Directors and
transacting any other proper business, shall be held at 10:00 A.M. on the fourth
Wednesday in January of each year, if not a legal holiday, and if a legal
holiday then on the first succeeding business day not a legal holiday, or at
such other date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. Special meetings may be
held, and shall be called by the Secretary, whenever directed by the Chairman of
the Board or the President or whenever requested by a majority of the directors,
either by vote at a meeting or in writing.
SECTION 2. At least ten days before each annual and each special meeting
and in any event such number of days as will conform with any statutory
requirement, the Secretary shall mail or cause to be mailed to each stockholder
entitled to vote at the meeting, at his address appearing on the books of the
corporation, a notice which shall state the time and the place of the meeting,
and, in the case of a special meeting, shall state also the objects or purposes
of the meeting.
SECTION 3. All meetings of the stockholders, including meetings for the
election of directors, shall be held at the principal office of the corporation
in the City of Birmingham, Alabama.
SECTION 4. Prior to each meeting of stockholders, the Board of Directors
shall either fix a period of not less than ten days preceding the day of the
meeting during which the stock transfer books shall be closed, or fix a date not
less than ten days preceding the day of the meeting as a record date for the
determination of the stockholders entitled to notice of and to vote at such
meeting, and when a record date shall have been so fixed, only stockholders of
record on such date shall be entitled to notice of and to vote at such meeting.
SECTION 5. Stockholders may vote in person or by proxy. The vote of
stockholders for the election of directors, or upon any question before a
meeting, need not be by ballot except when required by statute or demanded by a
stockholder of record entitled to vote at the meeting; when so required or
demanded, the vote shall be by ballot. All questions shall be decided by the
vote of a majority of the shares voting on the question, except where otherwise
required by statute or by the Certificate of Incorporation, as now or hereafter
amended.
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SECTION 6. The Chairman of the Board, and in his absence, the President, or
in the absence of both, the Executive Vice President, shall call meetings of
stockholders to order and act as Chairman of such meeting. In the absence of all
these officers the Board of Directors shall appoint a chairman of the meeting,
but if the Board shall not make such appointment, then, any stockholder or the
proxy of any stockholder may call the meeting to order, and a chairman shall be
elected.
SECTION 7. The Secretary or any Assistant Secretary may act as Secretary of
any meeting of stockholders; but the Board of Directors before the meeting may
designate any person to act as secretary thereof, and if no such designation
shall have been made, then the Chairman of the meeting may appoint any person to
act as secretary thereof.
SECTION 8. At each meeting of the stockholders at which the voting shall be
by ballot, the voting shall be conducted and all questions touching the
qualifications of the voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by one judge. Such judge may be an officer
of the corporation and may be appointed before the meeting by the board of
directors, but if no such appointment shall have been made, then by the Chairman
of the meeting; and if for any reason any judge previously appointed shall fail
to attend, or refuse or be unable to serve, then a judge to act in his place
shall be appointed by the Chairman of the meeting. No such judge need be a
stockholder.
SECTION 9. At each meeting of stockholders, except as otherwise provided by
statute or by the Certificate of Incorporation or an amendment thereof, the
holders of a majority of all of the stock which at the time shall be entitled to
vote, present in person or represented by proxy, shall be requisite for the
transaction of business and shall constitute a quorum. A meeting of the
stockholders may be adjourned to any day, and from time to time, as such meeting
shall determine, whether or not a quorum be present The time and place to which
an adjournment is taken shall be publicly announced at the meeting, and no
further notice thereof shall be necessary.
ARTICLE II
Board of Directors
SECTION 1. The general management of the property, business and affairs of
the Corporation shall be vested in a Board of Directors, eleven in number, who
shall hold office until the next annual meeting of the stockholders and until
others are duly chosen in their place and shall have qualified.
SECTION 2. The Board of Directors may provide for stated meetings at
regular intervals to be held pursuant to a standing resolution of the Board. No
notice of such meetings need be given. Special meetings of the Board may be
called upon written instructions signed by the Chairman of the Board, the
President or a Vice President, or at least two of the directors, and delivered
to the Secretary of the Corporation, stating the time and place thereof. The
Secretary
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shall give, or cause to be given, notice of the time and place of holding each
special meeting by mailing the same at least thirty-six (36) hours before the
meeting or by causing the same to be transmitted by telephone, cable or wire
message at least twenty-four (24) hours before the meeting to each director to
his address on file with the Secretary of the Company.
The directors may hold their meetings at such place or places,
either within or without the State of Alabama, as the board shall designate from
time to time.
SECTION 3. A majority of the directors shall constitute a quorum for the
transaction of business at meetings of the board. Subject to the provisions of
the Certificate of Incorporation, as amended, vacancies in the board shall be
filled by a majority of the directors then in office. A majority of the
directors present at any meeting may adjourn the meeting until a later day or
hour, or sine die, whether or not a quorum be present. A minute of such
adjournment shall be entered on the records by the Secretary, and no further
notice thereof shall be necessary.
SECTION 4. The Board of Directors may adopt such rules and regulations for
the conduct of its meetings and the management of the affairs of the corporation
as it may deem proper not inconsistent with these by-laws or the certificate of
incorporation and the amendments thereof.
SECTION 5. The Board of Directors shall fix and authorize the payment of
compensation for all officers of the corporation, including such officers as may
be directors of the corporation, for services to the corporation; and shall fix
and authorize the payment of compensation and expenses to the directors for
services to the corporation, including fees and expenses for attendance at
meetings of the board, of the executive committee and of all other committees.
ARTICLE III
Officers and Agents
SECTION 1. The officers of this corporation shall consist of a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary, and a
Treasurer. In addition, the Board of Directors of this corporation may, but
shall not be required to, elect one or more of the following: Executive Vice
President, Senior Vice President, Assistant Vice President, Assistant Secretary,
and Assistant Treasurer. In addition, the Board of Directors of this Corporation
may, but shall not be required to, elect a Controller. The Chairman of the Board
and the President shall be members of the Board of Directors; the other officers
may, but need not be Directors. The Chairman of the Board and the President may
be the same person, and the Secretary and Treasurer may be the same person; and
the Executive Vice President, a Senior Vice President, or a Vice President may
also hold the office of Secretary or Assistant Secretary or Treasurer or
Assistant Treasurer or Controller, provided, however, that the Chairman of the
Board may not also hold the offices of either Executive Vice President, Senior
Vice President, or Vice President; that the President may not also hold the
office of Executive Vice President, Senior Vice President, or Vice President;
and that an Executive Vice President, a Senior Vice President, or a Vice
President may not hold both the offices of Secretary and Treasurer.
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Except where otherwise expressly provided in a written contract duly
authorized by the Board of Directors, all officers, agents and employees shall
be subject to removal at any time by the affirmative vote of a majority of the
Directors for the time being in office, and all officers, agents and employees
other than officers elected or appointed by the Board of Directors shall also be
subject to removal at any time by the officer appointing them.
In addition to the powers and duties of the officers of the corporation as
set forth in these By-laws and except as otherwise provided in the Certificate
of Incorporation, they shall have such authority and shall perform such duties
as from time to time may be determined by the Board of Directors.
SECTION 2. The Board of Directors shall by resolution duly adopted,
designate one of the executive officers of the corporation as the chief
executive officer of the corporation and the officer so designated by the Board
of Directors shall, subject to the control of the Board of Directors, have
general charge and control of the business and affairs of the corporation and
shall perform such other duties as may from time to time be assigned to him by
the Board of Directors. The designation by the Board of Directors of one of such
executive officers other than the Chairman of the Board as the chief executive
officer of the corporation shall not affect the duties required to be performed
by the Chairman of the Board of the corporation under the provisions of Sections
6 and 8 of Article I of these By-laws. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Directors at which he is present,
and shall perform such other duties as may, from time to time, be assigned to
him by the Board of Directors.
SECTION 3. The President shall be the chief operating officer of the
corporation. He shall, from time to time, obtain information concerning the
affairs and business of the corporation and shall promptly lay such information
before the Board of Directors. He shall communicate to the Board of Directors
all matters presented by any officer of the corporation for its consideration
and shall, from time to time, communicate to the officers such action of the
Board of Directors as may, in his judgment, affect the performance of their
official duties. He shall have power to appoint and remove all servants, agents
and employees of the corporation (other than its officers), and shall perform
all such other duties as are incident to the office of President and such
specific duties as may, from time to time, be assigned to him by the Board of
Directors.
In the absence of the Chairman of the Board he shall preside at all
meetings of stockholders and at all meetings of the Board of Directors at which
he is present.
SECTION 4. The Chairman of the Board shall in the absence of the President
or in case of his inability to act, perform the duties and exercise the
authority of the President. Each Vice President may have such title designation,
and each Vice President, and the Executive Vice President, if there be one, each
Senior Vice President, if there be one or more of them, and each Assistant Vice
President, if there be one or more of them, shall perform such duties and
exercise such authority as from time to time may be prescribed and conferred by
the Board of Directors.
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SECTION 5. The Secretary shall attend all meetings of the stockholders and
of the Board of Directors and shall keep a record of all their proceedings. He
shall give due notices of all meetings of the Stockholders and of the Board of
Directors. He shall notify the several officers of the corporation of all action
taken at any such meeting concerning matters in their respective departments,
and shall transmit to the Treasurer for proper record copies of all contracts
and resolutions providing for the payment of money to or by the corporation. He
shall procure and keep in his files certified copies of the minutes of all
meetings of the stockholders and of the Board of Directors of all companies a
majority of whose capital stock is owned by this corporation. He shall be the
custodian of the seal of the corporation, of mortgages, leases, and of such
other papers and documents as shall be committed to his care by the Board of
Directors. He shall have charge of the transfer department and supervision of
the transfer of the stocks and of the registration and transfer of the bonds
issued by the corporation. He shall have power to affix the seal of the
corporation to instruments authorized by the Board of Directors and to attest
the same; and shall perform such other duties as shall be assigned to him by the
Board of Directors. He shall be sworn to the faithful discharge of his duty.
SECTION 6. The Assistant Secretaries shall exercise such of the powers and
perform such of the duties of the Secretary as shall be assigned to them by the
Secretary or the Board of Directors. Each Assistant Secretary of this
corporation be and he hereby is authorized, in the absence or disability of the
Secretary, to perform all the duties and exercise all the powers of the
Secretary. Any action which in Article I or Article II of these by-laws it is
stated shall be taken by or in connection with the Secretary may be taken by or
in connection with any Assistant Secretary with the same effect as if he were
the Secretary.
SECTION 7. The Treasurer is authorized to receive and collect all moneys
due to the corporation and to receipt therefor, and to endorse for deposit to
the credit of the corporation in depositories designated by the Board of
Directors, checks, drafts or vouchers drawn to the order of the corporation or
payable to it. He is authorized to pay interest on obligations and dividends on
stock when due and payable. He shall cause to be kept in his office true and
full accounts of all receipts and disbursements. He shall disburse the funds of
the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements. He shall also perform such other duties as
shall be assigned to him by the Board of Directors.
SECTION 8. The Controller, if there be one, shall, subject to the Board of
Directors, provide and maintain financial and accounting controls over the
business and affairs of the Corporation. He shall maintain, among others,
adequate records of the assets, liabilities, and financial transactions of the
Corporation, and shall direct the preparation of financial statements, reports,
and analyses. He shall perform all acts incident to the position of Controller,
subject to the control of the Board of Directors, the Chairman, and any Vice
President or other executive officer charged by Board of Directors with general
supervision of the financial affairs of the Corporation. If there shall be no
Controller, the duties set out above in this Section 8 shall be performed by the
Treasurer.
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SECTION 9. The Assistant Treasurers shall exercise such of the powers and
perform such of the duties of the Treasurer as shall be assigned to them by the
Treasurer or by the Board of Directors. Each Assistant Treasurer of this
corporation be and he hereby is authorized, in the absence or disability of the
Treasurer, to perform all the duties and exercise all the powers of the
Treasurer.
SECTION 10. In case of the absence or incapacity of any officer of this
corporation, the Board of Directors may delegate his powers and duties for the
time being to any other officer or to any Director.
ARTICLE IV
Issue and Transfer of Stock Certificates
SECTION 1. The Board of Directors shall provide for issue, transfer and
registration of the certificates representing the capital stock of the
corporation, and shall appoint the necessary officers, transfer agents and
registrars of transfers for that purpose.
SECTION 2. Until otherwise ordered by the Board of Directors, stock
certificates shall be signed by the President or by a Vice President, and by the
Secretary or an Assistant Secretary thereunto authorized by the Board of
Directors.
SECTION 3. Unless otherwise ordered by the Board of Directors, the
signatures on stock certificates of the President, the Executive Vice President
or a Vice President and Secretary or Assistant Secretary of the Company may be
facsimiles engraved or printed and the corporate seal to be affixed thereto may
be a facsimile, engraved or imprinted thereon. In case any officer or officers
whose facsimile signatures may be used on any stock certificate cease to be such
officer or officers, whether because of death, resignation, or otherwise, before
such certificates have been issued, such certificates shall nevertheless be
deemed to have been adopted by the corporation and may be countersigned and
issued by any transfer agent or registrar as though such person or persons whose
facsimile signatures have been used thereon had not ceased to be such officer or
officers of the corporation.
SECTION 4. Transfers of stock shall be made on the books of the corporation
only by order of the person in whose name such stock is registered or by his
attorney lawfully constituted in writing, and unless otherwise authorized by the
Board of Directors, only upon surrender and cancellation of the old certificate.
No new stock certificate shall be issued to a transferee until the transfer has
been made on the books of the corporation.
SECTION 5. In case any stock certificate shall be lost, by theft or
otherwise, or destroyed, the Board of Directors in its absolute discretion may
order the issuance of a new certificate in lieu thereof, upon delivery to the
corporation of a bond of indemnity satisfactory to the board.
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SECTION 6. The Board of Directors may fix in advance any period of not more
than thirty days preceding any dividend payment date or any date for the
allotment of rights, during which the stock transfer books shall be closed; or
in the event that the Board of Directors shall not have fixed such period, it
may fix a date not more than thirty days preceding any dividend payment date or
any date for the allotment of rights, as a record date for the determination of
the stockholders entitled to receive such dividends or rights, as the case may
be; and only stockholders of record on such date shall be entitled to receive
such dividends or rights, as the case may be.
ARTICLE V
Checks - Notes - Drafts - Etc.
SECTION 1. Unless otherwise directed by the Board of Directors, all notes,
acceptances, checks, drafts and orders for the payment of money shall be signed
by the Treasurer, Controller, or an Assistant Treasurer and any one of the
following officers of the corporation: Chairman of the Board, President,
Executive Vice President, Senior Vice President, any Vice President, Secretary,
Treasurer, Controller, Assistant Secretary and Assistant Treasurer.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
SECTION 1. Indemnification.
(a) The Corporation shall indemnify, to the fullest extent permitted by
law, including, without limitation, the Alabama Business Corporation Act, any
person who is or was a director or officer of the Corporation, and any director
or officer of the Corporation (and any other person, as evidenced by a duly
adopted resolution of the board of directors of the Corporation) who is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against liability or other expenses incurred in connection with the defense of
any proceeding, or of any claim, issue or matter in such proceeding, in which
such director, officer or other person is a party because such person is or was
a director or officer of the Corporation or is or was serving at the request of
the Corporation in one of the capacities referred to above. If the amount,
extent, or quality of indemnification permitted by law should be in any way
restricted after the adoption of these bylaws, then the Corporation shall
indemnify such persons to the fullest extent permitted by law as in effect at
the time of the occurrence of the omission or the act giving rise to the claimed
liability with respect to which indemnification is sought.
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(b) The Corporation shall indemnify, to the same extent as provided in
Section 1 (a) of this Article VI of these bylaws with respect to officers and
directors of the Corporation, any employee of the Corporation, and any employee
of the Corporation (and any other person, as evidenced by a duly adopted
resolution of the board of directors of the Corporation) who is or was serving
at the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against liability or
other expenses incurred in connection with the defense of any proceeding, or of
any claim, issue or matter in such proceeding, in which proceeding both such
employee or other person is a party because such person is or was an employee of
the Corporation or is or was serving at the request of the Corporation in one of
the capacities referred to above and the Corporation is obligated to provide,
and is providing, indemnification to one or more officers or directors of the
Corporation pursuant to Section 1 (a) above of this Article VI.
(c) In connection with indemnification of officers, directors and other
persons pursuant to Sections 1 (a) and 1 (b) of this Article VI of these bylaws,
the Corporation shall advance expenses to such persons as and to the extent
permitted by law, including, without limitation, the Alabama Business
Corporation Act.
(d) The Corporation may indemnify, and may advance expenses to, an employee
or agent of the Corporation who is not an officer or director of the Corporation
and any other person not described in, or not provided indemnification pursuant
to the provisions of, Sections 1 (a), 1 (b) or 1 (c) of this Article VI who is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise to
the same extent as provided in Section 1 (a) of this Article VI of these bylaws
with respect to officers and directors of the Corporation. Notwithstanding the
foregoing, nothing contained in this Section (d) shall, or shall be deemed to,
constitute or create an entitlement on the part of any employee or agent of the
Corporation to be indemnified or to have expenses advanced to or for such
employee's or agent's benefit.
(e) The indemnification and advancement of expenses pursuant to this
Article VI shall be in addition to, and not exclusive of, any other right that
the person seeking indemnification may have under these bylaws, the articles of
incorporation of the Corporation, any separate contract or agreement or
applicable law.
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SECTION 2. Insurance.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, partner, trustee, employee or agent of the
Corporation, or any person who is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under applicable law.
SECTION 3. Survival of Right.
Any right to indemnification or advancement of expenses provided by or
granted pursuant to this Article VI shall continue as to a person who has ceased
to be a director, officer, employee or agent or to serve as a director, officer,
partner, trustee, employee or agent of such other foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such a person. Any repeal or
modification of this Article VI which serves to restrict or lessen the rights to
indemnification or advancement of expenses provided by this Article VI shall be
prospective only and shall not lessen the right to indemnification or
advancement of expenses existing at the time of such repeal or modification with
respect to liabilities arising out of claimed acts or omissions occurring prior
to such repeal or modification.
ARTICLE VII
General Provisions
SECTION 1. All officers, agents and employees, in exercise of the powers
conferred and the performance of the duties imposed upon them, by these by-laws
or otherwise, shall at all times be subject to the direction, supervision and
control of the Board of Directors.
SECTION 2. Except as otherwise ordered by the Board of Directors, the
Chairman of the Board, the President, the Executive Vice President and each Vice
President shall severally have power to execute on behalf of the corporation any
deed, bond, indenture, certificate, contract or other instrument, and to cause
the corporate seal to be thereto affixed and attested by the Secretary or an
Assistant Secretary.
SECTION 3. Unless otherwise ordered by the Board of Directors, the Chairman
of the Board, the President or any Vice-President, or such other officer as may
be designated by the Board of Directors to act in the absence of the Chairman of
the Board, the President or any Vice President, shall have full power and
authority on behalf of the corporation to attend and to act and to vote, and to
execute a proxy or proxies empowering others to attend and to act and to vote,
at any meetings of security holders of any corporation in which the corporation
may hold
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securities, and at such meetings the Chairman of the Board, or such other
officer of the corporation, or such proxy shall possess and may exercise any and
all rights and powers incident to the ownership of such securities, and which as
the owner thereof the corporation might have possessed and exercised, if
present. The Chairman of the Board, or such other officer of the corporation, or
such proxy may also exercise any part or all of such voting and other authority,
rights and power through execution of an action by written consent in lieu of a
meeting of shareholders. The Secretary or any Assistant Secretary may affix the
corporate seal to any such proxy or proxies so executed by the Chairman of the
Board, or such other officer, and attest the same. The Board of Directors by
resolution from time to time may confer like powers upon any other person or
persons.
SECTION 4. Any stockholder, director or officer may waive any notice
required to be given to him under these by-laws.
SECTION 5. In addition to its principal office in the State of Alabama, the
corporation may have an office or offices, either within or without the State.
SECTION 6. The corporate seal shall be an impression on wax or paper,
circular in form, with the words "Alabama Gas Corporation, Alabama" on the outer
margin thereof and bearing on the inner portion the words "Corporate Seal,
1929."
SECTION 7. These by-laws may be altered, amended or repealed at any meeting
of stockholders, by vote of the holders, present in person or by proxy, of a
majority of all of the stock which at the time shall be entitled to vote at
elections of directors, or at any meeting of the Board of Directors, by vote of
a majority of all the members of the board.
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The foregoing Bylaws of Alabama Gas Corporation are as amended by action of the
Board of Directors at its meeting on October 30, 2002.
_____________________________________
Assistant Secretary
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