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Exhibit 3(d)2
GULF POWER COMPANY
BY-LAWS
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SECTION 1. The annual meeting of the stockholders of
the corporation for the election of directors and for the
transaction of such other corporate business as may properly
come before such meeting shall be held at the corporation's
office at Augusta, in the State of Maine, or at such other
place within or without the State of Maine as the Board of
Directors may determine, on the last Tuesday in June in each
year; provided, however, that the Board of Directors may fix an
earlier day for such annual meeting of stockholders in any
particular year; and provided further that, if the day fixed
for such annual meeting of stockholders is a legal holiday,
such meeting shall be held on the first day thereafter which is
not a legal holiday.
SECTION 2. Special meetings of the stockholders of
the corporation may be held at such time and at such place
within or without the State of Maine as may be determined by
the President or the Board of Directors or Executive Committee,
or stockholders holding one-fourth of the then outstanding
capital stock entitled to vote.
SECTION 3. Notice of the time, place and purpose of
every meeting of stockholders shall be mailed by the Secretary
or the officer performing his duties at least ten days before
the meeting to each stockholder of record entitled to vote, at
his post office address as shown by the records of the
corporation, but meetings may be held without notice if all
stockholders entitled to vote are present or if notice is
waived before or after the meeting by those not present. No
stockholder shall be entitled to notice of any meeting of
stockholders with respect to any shares registered in his name
after the date upon which notice of such meeting is required by
law or by these by-laws to have been mailed or otherwise given
to stockholders.
SECTION 4. Subject to the provisions of the articles
of incorporation, as amended, the holders of a majority of the
stock of the corporation entitled to vote, present in person or
by proxy, shall constitute a quorum, but less than a quorum
shall have power to adjourn.
At all meetings of stockholders, each stockholder
entitled to vote may vote and otherwise act either in person or
by proxy.
SECTION 5. The stock of the corporation shall be
transferable or assignable on the books of the corporation by
the holders in person or by attorney on the surrender of the
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certificates therefor duly endorsed. The certificates of stock
of the corporation shall be numbered and shall be entered in
the books of the corporation and registered as they are issued.
They shall exhibit the name of the registered holder and shall
certify the number of shares owned by him and shall be signed
by, or in the name of the corporation by, the President or a
Vice-President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary, and shall be sealed
with the corporate seal of the corporation. Where such
certificate is signed by a Transfer Agent or by a Transfer
Clerk acting on behalf of the corporation and by a Registrar,
the signature of any such President, Vice-President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary and the
seal of the corporation may be facsimile. In case any officer
or officers 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, whether because of death, resignation or
otherwise, before such certificate or certificates shall have
been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and
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 and
the issuance and delivery of any such certificate or
certificates shall be conclusive evidence of such adoption.
The stock transfer books of the corporation may be
closed by order of the Board of Directors for such period, not
to exceed sixty days previous to any meeting of the
stockholders or previous to the payment of any dividend upon
the stock of the corporation, as the Board may determine,
during which time no transfer of stock upon the books of the
Corporation shall be made, and said books shall be re-opened
the day following the date fixed for such meeting or for the
payment of such dividend. If the stock transfer books of the
corporation are ordered closed by the Board of Directors, every
stockholder who appears of record at the time of closing said
books shall be entitled to vote at the meeting or to receive
the dividend on account of which the said books were ordered
closed. In lieu of providing for the closing of the stock
transfer books of the corporation, the Board of Directors may
fix a date not exceeding sixty days preceding the date of any
meeting of stockholders, or any dividend payment date, as the
record date for the determination of the stockholders entitled
to notice of and to vote at such meeting, or entitled to
receive such dividend, as the case may be. If the stock
transfer books of the corporation are not ordered closed by the
Board of Directors of if the Board of Directors does not fix a
date of record in lieu thereof, every stockholder who appears
of record on the date of a stockholders' meeting shall be
entitled to vote at such meeting and every stockholder who
appears of record on the date specified by the Board of
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Directors in their declaration of a dividend shall be entitled
to such dividend.
SECTION 6. Upon receipt by this corporation of
evidence, satisfactory to the Board of Directors, of the loss,
destruction or mutilation of any certificate of stock of this
corporation and, if required by the Board of Directors, upon
receipt of indemnity satisfactory to the Board of Directors and
upon surrender and cancellation of such certificate, if
mutilated, the Board of Directors may, if it so determines,
direct the officers of this corporation to execute and deliver
a new certificate of like tenor and for the same number of
shares of the same class of stock to be issued in lieu of such
lost, destroyed or mutilated certificate.
SECTION 7. The affairs of this corporation shall be
managed by a Board consisting of not less than six directors,
nor more than fifteen directors, their number to be fixed at
the annual or any special meeting of the stockholders, who
shall be elected annually by the stockholders entitled to vote,
to hold office until their successors are elected and qualify.
Directors need not be stockholders. A majority of the members
of the Board then in office shall constitute a quorum.
Vacancies in the Board of Directors may be filled by the Board
at any meeting, except that vacancies arising from the election
of fewer directors than the total number fixed shall be filled
at a meeting of the stockholders called for the purpose of
filling such vacancies, or by the Board of Directors under
special authorization from the stockholders. Any and all of
the directors may at any time be removed without cause assigned
by the vote of the holders of a majority in number of all of
the outstanding stock entitled to vote given at a meeting
called for the purpose of considering such action. The
foregoing provisions of this Section 7 relating to the election
of directors and to the filling of vacancies in the Board of
Directors shall be subject to the provisions of the Articles of
Incorporation, as amended.
Commencing April 14, 1965, a person being a full-time
executive employee of the corporation or its parent company or
any affiliated company when first elected a director of the
corporation (hereinafter sometimes referred to as an "employee-
director") shall not be eligible for election as a director
when he ceases to be an executive employee, whether by reason
of resignation, retirement or other cause; and a person not an
employee-director shall not be eligible for election as a
director of the corporation after his 70th birthday; provided,
however, that directors presently in office who have attained
age 70 shall be eligible to continue as advisory directors,
until, but not beyond, the annual meeting of this Board of
Directors in the year 1968.
Any employee-director who is not eligible for election
as a director by reason of the foregoing provisions shall be
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eligible for election and re-election by the Board of Directors
as an advisory director, upon the recommendation of the Chief
Executive Officer of the corporation, for a term ending at the
first meeting of the Board of Directors following the annual
meeting of stockholders next following such election. Any
person eligible for election as an advisory director must be
one whose services as such will be, in the opinion of the Board
of Directors, of value to the corporation. An advisory
director shall be entitled to notice of and to attend and
advise but not to vote at, meetings of the Board of Directors,
and of any committees thereof to which he shall be appointed,
nor shall he be counted in determining the existence of a
quorum, and for his services may be paid, in the discretion of
the Board of Directors, compensation and reimbursement of
expenses on the same basis as if he were a director.
SECTION 8. The annual meeting of the Board of
Directors shall be held as soon as practicable after the annual
meeting of the stockholders. Other meetings of the Board of
Directors shall be held at the times fixed by resolution of the
Board or upon call of the Chairman of the Board, the President
or a Vice-President or any person upon whom powers have
devolved pursuant to Section 12 hereof. The Secretary or
officer performing his duties shall give at least two days'
notice of all meetings of Directors, provided that a meeting
may be held without notice immediately after the annual
election of Directors, and notice need not be given of regular
meetings held at times fixed by resolution of the Board.
Meetings may be held at any time without notice if all the
Directors are present or if those not present waive notice
either before or after the meeting. Notice by mail or
telegraph to the usual business or residence address of the
director shall be sufficient. The purpose of special meetings
of the Board of Directors need not be stated in such notice
unless required by law and unless otherwise indicated in the
notice any and all business may be transacted at a special
meeting of the Board of Directors.
SECTION 9. The Board of Directors, as soon as may be
convenient after the election of directors in each year, may
appoint one of their number Chairman of the Board and shall
appoint one of their number President of the corporation, and
shall also appoint one or more Vice-presidents, a Secretary, a
Clerk and a Treasurer, none of whom need be members of the
Board, and shall, from time to time, appoint such other
officers as they may deem proper. The same person may be
appointed to more than one office. The term of office of all
officers shall be for one year and until their respective
successors are chosen and qualified, but any officer may be
removed from office at any time by the Board of Directors
without cause assigned. Vacancies in the offices shall be
filled by the Board of Directors.
SECTION 10. The Board of Directors, as soon as may be
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after the election in each year, may appoint an executive
committee to consist of the President and such number of
directors as the Board may from time to time determine. Such
committee shall have and may exercise all of the powers of the
Board during the intervals between its meetings which may be
lawfully delegated, subject to such limitations as may be
provided by a resolution of the Board. The Board shall have
the power at any time to change the membership of such
committee and to fill vacancies in it. The executive committee
may make rules for the conduct of its business and may appoint
such committees and assistants as it may deem necessary. The
Board may, from time to time, determine by resolution the
number of members of such committee required to constitute a
quorum. The Board shall designate the Chairman of the
executive committee and the proceedings of the executive
committee shall from time to time be reported to the Board of
Directors.
SECTION 11. Unless otherwise designated as separate
offices by the Board of Directors, the President shall be the
Chief Executive Officer of the corporation; he shall preside at
all meetings of the stockholders and directors; he shall have
general supervision of the business of the corporation; shall
see that all orders and resolutions of the Board are carried
into effect, subject, however, to the rights of the directors
to delegate any specific powers, except such as may be by
statute exclusively conferred on the President, to any other
officer of the corporation. He shall, unless otherwise
ordered, execute bonds, deeds, mortgages, and other contracts,
and when required shall cause the seal of the corporation to be
affixed thereto and shall sign certificates of stock. He shall
be ex officio a member of all standing committees, and shall
submit to the stockholders at their annual meeting a report of
the year's business. Should the offices of President and Chief
Executive Officer be held by different persons, the above
duties shall be as delegated to each office by the Board of
Directors.
SECTION 12. Notwithstanding the provisions of Section
9 hereof, in the event of the absence or inability of the
President to act, the powers and duties of the President shall,
subject to the control of the Board of Directors, devolve
successively upon such other persons as shall have been
designated in a resolution adopted by the Board of Directors,
and in accordance with the order of succession set forth
therein.
SECTION 13. The Secretary shall attend all sessions
of the Board 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 standing committees when required. He
shall give or cause to be given notice of all meetings of the
stockholders and the Board of Directors, and of standing
committees when required, and shall perform such other duties
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as may be prescribed by the Board of Directors or the President
under whose supervision he shall act. He shall keep in safe
custody the seal of the Corporation, and when authorized, affix
the same to any instrument requiring a seal, and attest the
signatures thereof, when directed or required to do so.
SECTION 14. The Treasurer shall have the custody of
the corporate funds and securities, and shall keep full and
accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall deposit all moneys and
other valuable effects in the name and to the credit of the
corporation, in such depositaries as may be designated by the
Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the
President, and to the directors at the regular meetings of the
Board or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
corporation. He shall give the corporation a bond for the
faithful performance of the duties of his office, and for the
restoration to the corporation in case of his death, resig-
nation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind, in
his possession or under his control belonging to the
corporation.
SECTION 15. It shall be the duty of the Controller to
supervise and be responsible for accounting transactions of the
corporation; to have charge of the installation and supervision
of all accounting and statistical records, the preparation of
all financial and statistical statements and reports, and the
accounting methods, systems and forms in use by all
departments; he shall perform such other duties as may be
assigned to him from time to time by the President.
SECTION 16. One or more Assistant Secretaries or
Assistant Treasurers or Assistant Controllers may be elected by
the Board or appointed by the President to hold office until
the next annual meeting of the Board of Directors and until
their successors are elected or appointed, but may be removed
at any time. They shall perform any or all of the duties of
the Secretary or Treasurer, or Controller as the case may be,
and such other duties as may be assigned to them from time to
time.
SECTION 17. The Clerk of the corporation shall be a
resident of Maine, and shall be sworn to the faithful
performance of his duties. He need not be a stockholder. He
shall keep a full and accurate record of all stockholders'
meetings, shall keep an office in said Augusta as required by
law, and shall have the custody of all books and papers
belonging to the corporation which are located in said office.
He shall receive as compensation for his services in acting as
proxy at annual meetings, keeping an office in Maine, preparing
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records of annual meetings and furnishing the Secretary with
duplicate copies of same and of necessary blanks and forms at
proper times the sum of fifty dollars annually, payable in
advance. He shall receive a reasonable compensation for all
additional services. In the absence of the Clerk, a Clerk pro
tempore may be chosen, who shall be a resident of Maine, and
shall be duly sworn.
SECTION 18. In the case of the absence of any officer
of the corporation, or for any other reason that the Board may
deem sufficient, the Board may delegate the powers or duties of
such officers to any other officer or to any director, for the
time being.
SECTION 19. If the office of any director becomes
vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, the
remaining directors then in office, even though less than a
quorum, by a majority vote may choose a successor or
successors, who shall hold office for the unexpired term in
respect of which such vacancy occurred; but vacancies in the
Board of Directors arising from the election of fewer directors
than the total number fixed shall be filled in the manner
prescribed by Section 7 thereof.
SECTION 20. The Board of Directors shall have power
to authorize the payment of compensation to the directors for
services to the corporation, including fees for attendance at
meetings of the Board of Directors, of the executive committee
and all other committees and to determine the amount of such
compensation and fees.
SECTION 21.
A. Indemnity
To the fullest extent permitted by law, the Company
shall indemnify each person made, or threatened to be made, a
party to any threatened, pending, or completed claim, action,
suit or proceeding, whether civil or criminal, administrative
or investigative, and whether by or in the right of the Company
or otherwise, by reason of the fact that such person, or such
person's testator or intestate, is or was a director, officer
or was an employee of the Company holding one or more
management positions through and inclusive of managers (but not
positions below the level of managers) (such positions being
hereinafter referred to as "Management Positions") or is or was
serving at the request of the Company as a director, officer,
employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other
enterprise, in any capacity at the request of the Company,
against all loss and expense actually or reasonably incurred by
him including, without limiting the generality of the
foregoing, judgments, fines, penalties, liabilities, sanctions,
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and amounts paid in settlement and attorneys fees and
disbursements actually and necessarily incurred by him in
defense of such action or proceeding, or any appeal therefrom.
The indemnification provided by this Section shall inure to the
benefit of the heirs, executors and administrators of such
person.
In any case in which a director, officer of the
Company or employee of the Company holding one or more
Management Positions requests indemnification with respect to
the defense of any such claim, action, suit or proceedings, the
Company may advance expenses (including attorney's fees)
incurred by such person prior to the final disposition of such
claim, action, suit or proceeding, as authorized by the Board
of Directors in the specific case, upon receipt of a written
undertaking by or on behalf of such person to repay amounts
advanced if it shall ultimately be determined that such person
was not entitled to be indemnified by the Company under this
Section or otherwise; provided, however, that the advancement
of such expenses shall not be deemed to be indemnification
unless and until it shall ultimately be determined that such
person is entitled to be indemnified by the Company. Such a
person claiming indemnification shall be entitled to
indemnification upon a determination that no judgment or other
final adjudication adverse to such person has established that
such person's acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to
the cause of action so adjudicated, or such person personally
obtained an economic benefit including a financial profit or
other advantage to which such person was not legally entitled.
Without limiting the generality of the foregoing provision, no
former, present or future director or officer of the Company or
employee of the Company holding one or more management
positions, or his heirs, executors or administrators, shall be
liable for any undertaking entered into by the Company or its
subsidiaries or affiliates as required by the Securities and
Exchange Commission pursuant to any rule or regulation of the
Securities and Exchange Commission now or hereafter in effect
or orders issued pursuant to the Public Utility Holding Company
Act of 1935, the Federal Power Act, or any undertaking entered
into by the Company due to environmental requirements including
all legally enforceable environmental compliance obligations
imposed by federal, state or local statute, regulation, permit,
judicial or administrative decree, order and judgment or other
similar means, or any undertaking entered into by the Company
pursuant to any approved Company compliance plan or any federal
or state or municipal ordinance which directly or indirectly
regulates the Company, or its parent by reason of their being
holding or investment companies, public utility companies,
public utility holding companies or subsidiaries of public
utility holding companies.
The foregoing rights shall not be exclusive of any
other rights to which any such director, officer or employee
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may otherwise be entitled and shall be available whether or not
the director, officer or employee continues to be a director,
officer or employee at the time of incurring any such expenses
and liabilities.
If any word, clause or provision of the By-laws or any
indemnification made under this Section 21 shall for any reason
be determined to be invalid, the remaining provisions of the
By-Laws shall not otherwise be affected thereby but shall
remain in full force and effect. The masculine pronoun, as
used in the By-Laws, means the masculine and feminine wherever
applicable.
B. Insurance
The Company may purchase and maintain insurance on
behalf of any person described in Section 21 against any
liability or expense (including attorney fees) which may be
asserted against such person whether or not the Company would
have the power to indemnify such person against such liability
or expense under this Section 21 or otherwise.
SECTION 22. The Board of Directors are authorized to
select such depositaries as they shall deem proper for the
funds of the corporation. All checks and drafts against such
deposited funds shall be signed by such officers or such other
persons as may be specified by the Board of Directors.
SECTION 23. The corporate seal shall be circular in
form, and shall have inscribed thereon the name of the
corporation, followed by the word "Maine" and shall have the
word "Seal" inscribed in the center thereof.
SECTION 24. A director of this corporation shall not
be disqualified by his office from dealing or contracting with
the corporation, either as vendor, purchaser or otherwise, nor
shall any transaction or contract of this corporation be void
or voidable by reason of the fact that any director or any firm
of which any director is a member or any corporation of which
any director is a shareholder or director is in any way
interested in such transaction or shall be authorized, ratified
or approved either (a) by vote of a majority of a quorum of the
Board of Directors or the executive committee, without counting
in such majority or quorum any directors so interested or being
a member of a firm so interested or a shareholder or director
of a corporation so interested, or (b) by vote at a
stockholders' meeting of the holders of a majority of all the
outstanding shares of the stock of the corporation entitled to
vote or by a writing or writings signed by a majority of such
holders; nor shall any director be liable to account to the
corporation for any profit realized by him from or through any
transaction or contract of this corporation authorized,
ratified or approved as aforesaid, by reason of the fact that
he or any firm of which he is a member or any corporation of
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which he is a shareholder or director was interested in such
transaction or contract. Nothing herein contained shall create
any liability in the events above described or prevent the
authorization, ratification or approval of such contracts or
transactions in any other manner provided by law.
SECTION 25. These by-laws may be altered or amended
(a) by a majority vote of the outstanding stock entitled to
vote at any annual meeting or upon notice at any special
meeting of stockholders, or (b) at any meeting of the Board of
Directors by a majority vote of the entire Board then in
office.
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I N D E X
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Section Page
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1. ANNUAL MEETING OF STOCKHOLDERS - LOCATION AND
DATE . . . . . . . . . . . . . . . . . . . . . 1
(The annual meeting of stockholders is
to be held at the office of the Corporation
in Augusta, Maine, or at such other place
within or without the State of Maine as
the Board of Directors may determine, on
the last Tuesday in June each year;
provided, however, that the Board of
Directors may fix an earlier day in any
year.)
2. SPECIAL MEETINGS OF STOCKHOLDERS - LOCATION
AND METHOD OF CALL . . . . . . . . . . . . . . 1
3. NOTICE OF MEETING OF STOCKHOLDERS - TIME, PLACE
AND PURPOSE . . . . . . . . . . . . . . . . . 1
(Notice of the time, place and purpose of
every meeting of stockholders shall be
mailed by the Secretary or the Officer
performing his duties at least ten days
before the meeting to each stockholder
of record entitled to vote.)
4. QUORUM . . . . . . . . . . . . . . . . . . . . . 1
5. STOCK. . . . . . . . . . . . . . . . . . . . . . 1
(a) Regulations governing issuance of
stock
(b) Dividends - Declaration, payment,
limitations and definitions
6. REPLACEMENT OF LOST, DESTROYED OR MUTILATED
CERTIFICATES . . . . . . . . . . . . . . . . . 3
7. ELECTION OF BOARD OF DIRECTORS - TOTAL NUMBER OF
DIRECTORS ALLOWED, AND NUMBER CONSTITUTING A
QUORUM . . . . . . . . . . . . . . . . . . . . 3
8. BOARD OF DIRECTORS' MEETINGS, ANNUAL AND OTHER -
NOTICES OF MEETINGS, ETC . . . . . . . . . . . 4
12
9. APPOINTMENT AND TERM OF OFFICE . . . . . . . . . . 4
10. APPOINTMENT AND DUTIES OF EXECUTIVE COMMITTEE. . . 4
11. DUTIES AND POWERS OF THE PRESIDENT . . . . . . . . 5
12. SUCCESSION OF OFFICERS IN EVENT OF INABILITY OF
PRESIDENT TO ACT . . . . . . . . . . . . . . . . 5
13. DUTIES AND POWERS OF THE SECRETARY . . . . . . . . 5
14. DUTIES AND POWERS OF THE TREASURER . . . . . . . . 6
15. DUTIES AND POWER OF THE CONTROLLER . . . . . . . . 6
16. DUTIES AND POWERS OF ASSISTANT SECRETARIES,
ASSISTANT TREASURERS, AND ASSISTANT CONTROLLER . 6
17. QUALIFICATIONS, DUTIES AND POWERS OF THE CLERK . . 6
18. DELEGATION OF DUTIES AND POWERS BY THE BOARD OF
DIRECTORS . . . . . . . . . . . . . . . . . . . 7
19. SELECTION OF SUCCESSOR DIRECTORS TO FILL VACANCIES
BY REASON OF DEATH, RESIGNATION, ETC . . . . . . 7
20. POWER TO AUTHORIZE COMPENSATION FOR DIRECTORS. . . 7
21. INDEMNIFICATION. . . . . . . . . . . . . . . . . . 7
22. POWER TO SELECT DEPOSITARIES AND DESIGNATE
REQUIRED SIGNATURES. . . . . . . . . . . . . . . 9
23. CORPORATE SEAL - DESCRIPTION . . . . . . . . . . . 9
24. BUSINESS TRANSACTIONS BETWEEN CORPORATION AND ITS
DIRECTORS . . . . . . . . . . . . . . . . . . . 9
25. AMENDMENT TO BY-LAWS . . . . . . . . . . . . . . . 10